Exhibit 4.10
EXECUTION VERSION
This TENTH SUPPLEMENTAL INDENTURE (this “Tenth Supplemental Indenture”), dated as of January 15, 2019, among SEASPAN CORPORATION, a corporation duly organized and existing under the laws of the Republic of The Marshall Islands (the “Company”), SEASPAN CAPITAL LTD., a corporation duly organized and existing under the laws of Canada (the “Guaranteeing Subsidiary”), each of the subsidiaries listed on the signature pages hereto as “Guarantors” (collectively, the “Guarantors”) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”).
RECITALS
WHEREAS, the Company and the Trustee have heretofore executed and delivered an indenture, dated as of October 10, 2017 (the “Base Indenture”), providing for the issuance by the Company from time to time of its Securities to be issued in one or more series, which Base Indenture was amended and supplemented by (i) a second supplemental indenture, dated as of February 14, 2018 (the “Second Supplemental Indenture”), providing for the issuance of a series of Securities designated as its “5.50% Senior Notes due 2025”, in an aggregate principal amount of $250,000,000 (the “2025 Notes”), (ii) a third supplemental indenture, dated as of February 22, 2018 (the “Third Supplemental Indenture”), among the Company, the Guarantors and the Trustee, (iii) a fourth supplemental indenture, dated as of March 22, 2018 (the “Fourth Supplemental Indenture”), among the Company, the Guarantors and the Trustee, (iv) a fifth supplemental indenture, dated as of March 26, 2018 (the “Fifth Supplemental Indenture”), among the Company, the Guarantors and the Trustee, (v) a sixth supplemental indenture, dated as of March 26, 2018 (the “Sixth Supplemental Indenture”), among the Company, the Guarantors and the Trustee, (vi) a seventh supplemental indenture, dated as of June 8, 2018 (the “Seventh Supplemental Indenture”) among the Company, the Guarantors and the Trustee and (vii) an eighth supplemental indenture, dated as of July 16, 2018 (the “Eighth Supplemental Indenture”), among the Company, the Guarantors and the Trustee;
WHEREAS, clause (12) of the second sentence of Section 7.01 of the Second Supplemental Indenture provides that the Company, the Guarantors and the Trustee may, without the consent of any Holder of the 2025 Notes, enter into indentures supplemental to the Indenture for the purpose of adding a Guarantor under the Indenture;
WHEREAS, Section 5.08(a) of the Second Supplemental Indenture provides that the Company shall cause the Guaranteeing Subsidiary to execute a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall become a Guarantor under the Indenture and unconditionally guarantee the Indenture Obligations (as defined in the Second Supplemental Indenture);
WHEREAS, pursuant to Section 7.01 of the Second Supplemental Indenture, the Trustee, the Company, the Guaranteeing Subsidiary and the Guarantors are authorized to execute and deliver this Tenth Supplemental Indenture to amend or supplement the Indenture as set forth herein; and
WHEREAS, all actions required to be taken by the Company, the Guaranteeing Subsidiary and each of the Guarantors under the Indenture to make this Tenth Supplemental Indenture a valid, binding and legal agreement of the Company, the Guaranteeing Subsidiary and each of the Guarantors, have been done.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1.01Definitions.
(a) The Base Indenture, as amended and supplemented by the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture, the Eighth Supplemental Indenture and this Tenth Supplemental Indenture, is collectively referred to herein as the “Indenture.”
