DESCRIPTION OF THE NEW EXCHANGE NOTES
We issued the Old Notes and will issue the New Exchange Notes (collectively, the Notes) under a base indenture, dated as of
October 10, 2017 (the Base Indenture) between Seaspan Corporation, as issuer, and The Bank of New York Mellon (BNY Mellon), as trustee (in such capacity, the Trustee), as supplemented, amended or otherwise
modified by a second supplemental indenture dated as of February 14, 2018 (the Second Supplemental Indenture), among Seaspan (as defined below), certain of its Subsidiaries, as guarantors, and the Trustee, a third supplemental
indenture, dated as of February 22, 2018 (the Third Supplemental Indenture), among Seaspan, certain of its Subsidiaries, as guarantors, and the Trustee, a fourth supplemental indenture, dated as of March 22, 2018 (the
Fourth Supplemental Indenture), among Seaspan, certain of its Subsidiaries, as guarantors, and the Trustee, a fifth supplemental indenture, dated as of March 26, 2018 (the Fifth Supplemental Indenture), among Seaspan,
certain of its Subsidiaries, as guarantors, and the Trustee, a sixth supplemental indenture, dated as of March 26, 2018 (the Sixth Supplemental Indenture), among Seaspan, certain of its Subsidiaries, as guarantors, and the Trustee
and a seventh supplemental indenture, dated as of June 8, 2018 (the Seventh Supplemental Indenture and, together with the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth
Supplemental Indenture and the Sixth Supplemental Indenture, the Supplemental Indentures), among Seaspan, certain of its Subsidiaries, as guarantors, and the Trustee. In this description, unless otherwise specified, the word
Indenture shall be deemed to refer to the Base Indenture, as supplemented, amended or otherwise modified by the Supplemental Indentures and except to the extent the context may otherwise require, references to provisions of the Indenture
solely relate to the Notes (and not any other Securities issued under the Base Indenture).
The New Exchange Notes will be secured on a
pari passu basis with the Old Notes by a pledge of all of the limited liability company interests of Greater China Intermodal Investments LLC (GCI) directly held and owned from time to time by Seaspan Investment I Ltd. (Seaspan
Investment) and all products and proceeds thereof (collectively, the Collateral) pursuant to that certain Amended and Restated Seaspan Investment Pledge and Collateral Agent Agreement, dated as of June 8, 2018 (the
Pledge Agreement), among Seaspan Investment, Seaspan, BNY Mellon, as collateral agent (in such capacity, the Collateral Agent) and the Trustee.
The following description is a summary of certain provisions of the Indenture and the Pledge Agreement, does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, all the provisions of the Indenture (including those provisions made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the TIA)) and the
Pledge Agreement. Seaspan and the Guarantors urge you to read the Indenture because it, and not this description, defines your rights as a holder of the applicable New Exchange Notes.
You can find the definitions of certain capitalized terms used in the following description under the subheading Certain
Definitions. Defined terms used but not defined in this description under the subheading Certain Definitions have the meanings assigned to them in the Indenture and if not defined therein, the Pledge Agreement. In this
description, references to Seaspan or the Company refer only to Seaspan Corporation and not any of its Subsidiaries.
The
registered holder of a Note (each, a Holder) will be treated as the owner of it for all purposes. Only Holders will have rights under the Indenture.
Ranking
The Notes will:
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be senior unsecured obligations of Seaspan;
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rank equally in right of payment with all other senior obligations of Seaspan and senior in right of payment to all Indebtedness that by its terms is subordinated to the Notes;
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