AGREEMENT AND PLAN OF MERGER dated as of OCTOBER 31, 2022 by and among ATLAS CORP., POSEIDON ACQUISITION CORP. and POSEIDON MERGER SUB, INC.Merger Agreement • November 1st, 2022 • Atlas Corp. • Deep sea foreign transportation of freight • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 31, 2022, by and among Atlas Corp., a Marshall Islands corporation (the “Company”), Poseidon Acquisition Corp., a Marshall Islands corporation (“Parent”), and Poseidon Merger Sub, Inc., a Marshall Islands corporation and a wholly owned Subsidiary (as defined herein) of Parent (“Merger Sub”).
SEASPAN CORPORATION, as Issuer ATLAS CORP., as Parent AND THE BANK OF NEW YORK MELLON, as Trustee Indenture Dated as of December 21, 2020 3.75% Exchangeable Senior Notes due 2025Indenture • December 23rd, 2020 • Atlas Corp. • Deep sea foreign transportation of freight • New York
INDENTURE, dated as of December 21, 2020 by and among Atlas Corp., a Republic of the Marshall Islands corporation (as more fully set forth in Section 1.01, the “Parent”), Seaspan Corporation, a Republic of the Marshall Islands corporation with limited liability and wholly owned subsidiary of the Parent (as more fully set forth in Section 1.01, the “Issuer”), and The Bank of New York Mellon, as Trustee (as more fully set forth in Section 1.01, the “Trustee”).
SEASPAN CORPORATION (a Marshall Islands corporation) ATLAS CORP. (a Marshall Islands corporation) REGISTRATION RIGHTS AGREEMENT Dated: December 21, 2020Registration Rights Agreement • December 23rd, 2020 • Atlas Corp. • Deep sea foreign transportation of freight • New York
Seaspan Corporation, a corporation organized under the laws of the Republic of the Marshall Islands with limited liability (the “Issuer”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”), for whom BofA Securities, Inc. and BMO Capital Markets Corp. are acting as the representatives (in such capacity, the “Representatives”) , its 3.75% Exchangeable Senior Notes due 2025 (the “Notes”), upon the terms set forth in the Purchase Agreement by and among the Issuer, Atlas Corp., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), and the Representatives, dated as of December 16, 2020 (the “Purchase Agreement”), relating to the initial placement (the “Initial Placement”) of the Notes. In certain circumstances, the Notes will be exchangeable for common shares, $0.01 par value, of the Company (the “Common Shares”) in accordance with the terms of the Notes and the Indenture (as defined below). For the avoidance of doubt, “Note
WARRANT AGREEMENT Dated as of June 11, 2021 by and among ATLAS CORP. and THE INVESTORS SPECIFIED HEREINWarrant Agreement • June 14th, 2021 • Atlas Corp. • Deep sea foreign transportation of freight • New York
WARRANT AGREEMENT (this “Agreement”) dated as of June 11, 2021 by and among Atlas Corp., a corporation existing under the laws of the Republic of The Marshall Islands (the “Company”), and each of the investors specified on the signature pages hereto (the “Investors”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 16th, 2023 • Atlas Corp. • Deep sea foreign transportation of freight • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of ___March 3___, 2023 (this “Agreement”), between SEASPAN HOLDCO III LTD., a corporation organized and existing under the laws of the Republic of the Marshall Islands, with limited liability, with its registered offices at Trust Company Complex, Ajeltake Road, Ajeltake Island, P.O. Box 1405, Majuro, Marshall Islands MH96960 and registered as a non-Hong Kong company under Part 16 of the Companies Ordinance (Cap. 622 of the laws of Hong Kong) (the “Borrower”), SEASPAN CORPORATION, a corporation organized and existing under the laws of the Republic of the Marshall Islands with limited liability (the “Guarantor”), the several banks and other financial institutions or entities from time to time party hereto as Lenders, CITIBANK, N.A. (“Citibank”), acting through its Agency and Trust Division, not in its individual capacity but solely as administrative agent (in such capacity, together with its successors and permitted assigns, the “Admi
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 13th, 2020 • Atlas Corp. • Deep sea foreign transportation of freight • New York
WHEREAS, it is essential that the Company attract and maintain responsible, qualified directors and corporate officers; and
EXECUTION VERSIONFirst Supplemental Indenture • March 24th, 2022 • Atlas Corp. • Deep sea foreign transportation of freight • New York
This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of May 17, 2021, between ATLAS CORP., a corporation duly organized and existing under the laws of the Republic of The Marshall Islands (the “Company”), and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”).
ATLAS CORP. - and - THE INVESTORS SPECIFIED HEREIN REGISTRATION RIGHTS AGREEMENT June 11, 2021Registration Rights Agreement • June 14th, 2021 • Atlas Corp. • Deep sea foreign transportation of freight • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 11, 2021, by and between Atlas Corp., a corporation existing under the laws of the Republic of The Marshall Islands (the “Company”), and each of the investors specified on the signature pages hereto (including any permitted successors or assigns, the “Investors”).
ATLAS CORP.Merger Agreement • March 28th, 2023 • Atlas Corp. • Deep sea foreign transportation of freight
This letter agreement (this “Letter Agreement”) memorializes certain understandings and agreements by and among the Parties with respect to certain matters relating to the Merger Agreement and the Merger, such matters having been reviewed and agreed by the Special Committee of the Board of Directors of the Company. Upon execution of this Letter Agreement by all of the Parties, the terms hereof shall become legally binding upon and enforceable by each of the Parties, it being acknowledged by all of them that they have received good and valuable consideration therefor by the execution and delivery of this Letter Agreement and otherwise.
RECITALSSupplemental Indenture • March 10th, 2020 • Atlas Corp. • Deep sea foreign transportation of freight • New York
FIRST AMENDED AND RESTATED INTERCREDITOR AND PROCEEDS AGREEMENT dated as of May 19, 2021 Among SEASPAN HOLDCO III LTD., as Borrower, SEASPAN CORPORATION, as Primary Guarantor, CERTAIN SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, THE...Intercreditor and Proceeds Agreement • May 27th, 2021 • Atlas Corp. • Deep sea foreign transportation of freight • New York
This First Amended and Restated Intercreditor and Proceeds Agreement (as further amended, amended and restated, modified or supplemented from time to time in accordance with Section 7.01, this “Agreement”) is dated as of 19 May 2021, and is by and among SEASPAN HOLDCO III LTD., a company incorporated in the Marshall Islands (the “Borrower”), SEASPAN CORPORATION, (as “Primary Guarantor”), the subsidiaries of the Borrower from time to time party hereto as Guarantors, UMB BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as security trustee (the “Security Trustee”) and CITIBANK, N.A. (“Citibank”), as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 16th, 2023 • Atlas Corp. • Deep sea foreign transportation of freight • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 3, 2023 (this “Agreement”), between SEASPAN HOLDCO III LTD., a corporation organized and existing under the laws of the Republic of the Marshall Islands, with limited liability, with its registered offices at Trust Company Complex, Ajeltake Road, Ajeltake Island, P.O. Box 1405, Majuro, Marshall Islands MH96960 and registered as a non-Hong Kong company under Part 16 of the Companies Ordinance (Cap. 622 of the laws of Hong Kong) (the “Borrower”), SEASPAN CORPORATION, a corporation organized and existing under the laws of the Republic of the Marshall Islands with limited liability (the “Guarantor”), the several banks and other financial institutions or entities from time to time party hereto as Lenders, CITIBANK, N.A. (“Citibank”), acting through its Agency and Trust Division, not in its individual capacity but solely as administrative agent (in such capacity, together with its successors and permitted assigns, the “Administra
CREDIT AGREEMENT dated as of March 6, 2020 between APR ENERGY, LLC, as Borrower, CITIBANK, N.A., as Administrative Agent CITIGROUP GLOBAL MARKETS INC., as Sole Structuring Agent CITIBANK, N.A., as Mandated Lead Arranger andCredit Agreement • April 13th, 2020 • Atlas Corp. • Deep sea foreign transportation of freight • New York
CREDIT AGREEMENT dated as of March 6, 2020 (this “Agreement”), between APR ENERGY, LLC, a company incorporated in the state of Florida, U.S. (the “Borrower”), the several banks and other financial institutions or entities from time to time party hereto as Lenders, CITIBANK, N.A. (“Citibank”), as administrative agent (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”), CITIGROUP GLOBAL MARKETS INC., as sole structuring agent (in such capacity, the “Sole Structuring Agent”), and CITIBANK, N.A., as mandated lead arranger (in such capacity, the “Mandated Lead Arranger”).
ContractSupplemental Indenture • June 14th, 2021 • Atlas Corp. • Deep sea foreign transportation of freight • New York
This FIFTEENTH SUPPLEMENTAL INDENTURE (this “Fifteenth Supplemental Indenture”), dated as of June 11, 2021, among SEASPAN CORPORATION, a corporation duly organized and existing under the laws of the Republic of the Marshall Islands with limited liability (the “Company”), and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”).
EAST\175043758.8Seaspan Investment Pledge and Collateral Agent Agreement • November 10th, 2020 • Atlas Corp. • Deep sea foreign transportation of freight • New York
This THIRD AMENDMENT TO THE AMENDED AND RESTATED SEASPAN INVESTMENT PLEDGE AND COLLATERAL AGENT AGREEMENT (this “Amendment”), dated as of July 15, 2020 (amending that certain Amended and Restated Seaspan Investment Pledge and Collateral Agent Agreement dated as of June 8, 2018 (as amended to the date hereof, the “Amended and Restated Pledge Agreement”)), is made among SEASPAN INVESTMENT I LTD. (“Seaspan Investment”), as grantor, pledger, assignor and debtor (together with any successor, the “Grantor”), and THE BANK OF NEW YORK MELLON, in its capacity as collateral agent (together with any successor in such capacity, the “Collateral Agent”).
Agreement and Amendment No. 2 to Acquisition AgreementAcquisition Agreement • August 13th, 2020 • Atlas Corp. • Deep sea foreign transportation of freight
This Agreement and Amendment No. 2 to Acquisition Agreement (this “Amendment”) is entered into as of June 30, 2020, by and among Apple Bidco Limited, a private limited company organized and existing under the laws of England and Wales (the “Company”), Atlas Corp., a corporation organized and existing under the laws of the Republic of the Marshall Islands (“Purchaser”), each Shareholder listed on the signature pages hereto in their capacity as such, and Fairfax Financial Holdings Limited, in its capacity as the “Seller Representative.” Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Acquisition Agreement (as defined below).
FIRST AMENDED AND RESTATED INTERCREDITOR AND PROCEEDS AGREEMENT dated as of June 29, 2022 among APR ENERGY, LLC as US Borrower APR ENERGY HOLDINGS LIMITED as UK Borrower THE OTHER OBLIGORS FROM TIME TO TIME PARTY HERETO THE OTHER SECURED PARTIES FROM...Intercreditor and Proceeds Agreement • August 12th, 2022 • Atlas Corp. • Deep sea foreign transportation of freight • New York
FIRST AMENDED AND RESTATED INTERCREDITOR AND PROCEEDS AGREEMENT, dated as of June 29, 2022 (this “Agreement”), among APR ENERGY, LLC, a limited liability company formed in the State of Florida, U.S.A. (the “US Borrower”), APR ENERGY HOLDINGS LIMITED, a limited liability company incorporated under the laws of England and Wales with registered number 07105073 (the “UK Borrower” and together with the US Borrower, the “Borrowers”), the affiliates of the Borrowers from time to time party hereto, as Guarantors, UMB BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as security trustee (the “Security Trustee”) and CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”).
Re: Letter Agreement re: Rollover and Contribution Agreement, dated as of October 31, 2022Rollover and Contribution Agreement • March 28th, 2023 • Atlas Corp. • Deep sea foreign transportation of freight
Reference is made to that certain Rollover and Contribution Agreement, dated as of October 31, 2022 (as amended, the “Rollover Agreement”), by and between you and Poseidon Acquisition Corp., a Marshall Islands company. Capitalized terms used but not defined herein have the meanings ascribed to them in the Rollover Agreement.
AGREEMENT AND AMENDMENT NO. 3 TO ACQUISITION AGREEMENTAcquisition Agreement • May 4th, 2021 • Atlas Corp. • Deep sea foreign transportation of freight
This Agreement and Amendment No. 3 to Acquisition Agreement (this “Amendment”) is entered into as of April __, 2021, by and among Apple Bidco Limited, a private limited company organized and existing under the laws of England and Wales (the “Company”), Atlas Corp., a corporation organized and existing under the laws of the Republic of the Marshall Islands (“Purchaser”), and Fairfax Financial Holdings Limited, in its individual capacity and in its capacity as the Seller Representative, the “Seller Representative.” Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Acquisition Agreement (as defined below).
SEASPAN CORPORATION AND ATLAS CORP. AND THE BANK OF NEW YORK MELLON, as Trustee SUPPLEMENTAL INDENTURE March 28, 2023Supplemental Indenture • March 28th, 2023 • Atlas Corp. • Deep sea foreign transportation of freight • New York
SUPPLEMENTAL INDENTURE dated as of March 28, 2023 (this “Supplemental Indenture”), among Seaspan Corporation, a Republic of the Marshall Islands corporation with limited liability and wholly owned subsidiary of the Parent (the “Company”), Atlas Corp., a Republic of the Marshall Islands corporation (the “Parent”) and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).
NOTE PURCHASE AGREEMENT Dated May 21, 2021 by and among SEASPAN HOLDCO III LTD., AS ISSUER, SEASPAN CORPORATION, AS GUARANTOR, CITIBANK, N.A., AS NOTE ADMINISTRATIVE AGENT, CITIBANK, N.A., AS REGISTRAR AND PAYING AGENT, SOCIÉTÉ GÉNÉRALE, HONG KONG...Note Purchase Agreement • May 27th, 2021 • Atlas Corp. • Deep sea foreign transportation of freight • New York
Seaspan Holdco III Ltd., a corporation organized and existing under the laws of the Republic of the Marshall Islands with limited liability (the “Company”), and Seaspan Corporation, a corporation organized and existing under the laws of the Republic of the Marshall Islands with limited liability (the “Guarantor”) agrees with each of the Purchasers, Citibank, N.A., as administrative agent in respect of the Notes for the limited purposes set forth herein (the “Note Administrative Agent”), Citibank, N.A., as initial Registrar and Paying Agent, and Société Générale, a public limited company incorporated in France, acting through its Hong Kong Branch, as sole sustainability coordinator (in such capacity, the “Lead Sustainability Coordinator”) as follows:
ATLAS CORP. - and - THE APR ENTITIES SPECIFIED HEREIN REGISTRATION RIGHTS AGREEMENT February 28, 2020Registration Rights Agreement • April 13th, 2020 • Atlas Corp. • Deep sea foreign transportation of freight • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 28, 2020, by and between Atlas Corp., a corporation organized and existing under the laws of the Republic of The Marshall Islands (the “Company”), and each of the investors specified on the signature pages hereto (the “APR Entities”).
SUBSCRIPTION AND EXCHANGE AGREEMENTSubscription and Exchange Agreement • June 14th, 2021 • Atlas Corp. • Deep sea foreign transportation of freight • New York
This SUBSCRIPTION AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of June 11, 2021, by and among Atlas Corp., a Republic of the Marshall Islands corporation (the “Company”), Seaspan Corporation, a Republic of the Marshall Islands corporation with limited liability and wholly-owned subsidiary of the Company (“Seaspan” and, together with the Company, the “Atlas Parties”), and the other signatory parties hereto (collectively, the “Fairfax Holders” and each, a “Fairfax Holder”; the Atlas Parties and the Fairfax Holders, collectively, the “Parties” and each, a “Party”).
FIRST AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 29, 2022 among APR ENERGY, LLC as US Borrower APR ENERGY HOLDINGS LIMITED as UK Borrower CITIBANK, N.A. as Administrative Agent CITIBANK, N.A. as Sole Structuring Agent CITIBANK, N.A. EXPORT...Credit Agreement • August 12th, 2022 • Atlas Corp. • Deep sea foreign transportation of freight • New York
FIRST AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 29, 2022 (this “Agreement”), among APR ENERGY, LLC, a company incorporated in the State of Florida, U.S.A. (the “US Borrower”), APR ENERGY HOLDINGS LIMITED, a limited liability company incorporated under the laws of England and Wales with registered number 07105073 (the “UK Borrower”), the several banks and other financial institutions or entities from time to time party hereto as Lenders, CITIBANK, N.A., as administrative agent (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”), CITIBANK, N.A., as sole structuring agent (in such capacity, the “Sole Structuring Agent”), and CITIBANK, N.A., EXPORT DEVELOPMENT CANADA, BANK OF MONTREAL, CHICAGO BRANCH and THE TORONTO-DOMINION BANK, as mandated lead arrangers (in such capacity, the “Mandated Lead Arrangers”).
SECOND AMENDED AND RESTATED INTERCREDITOR AND PROCEEDS AGREEMENT dated as of March 3, 2023 among SEASPAN HOLDCO III LTD., as Borrower, SEASPAN CORPORATION, as Primary Guarantor, CERTAIN SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, THE...Intercreditor and Proceeds Agreement • March 16th, 2023 • Atlas Corp. • Deep sea foreign transportation of freight • New York
March 28, 2023Rollover and Contribution Agreement • March 28th, 2023 • Atlas Corp. • Deep sea foreign transportation of freight
Reference is made to that certain Rollover and Contribution Agreement, dated as of October 31, 2022 (as amended, the “Rollover Agreement”), by and between you and Poseidon Acquisition Corp., a Marshall Islands company. Capitalized terms used but not defined herein have the meanings ascribed to them in the Rollover Agreement.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 12th, 2022 • Atlas Corp. • Deep sea foreign transportation of freight • New York
AMENDMENT SIDE LetterSenior Secured Term Loan and Revolving Facilities • April 13th, 2020 • Atlas Corp. • Deep sea foreign transportation of freight • New York
Reference is made to the Credit Agreement dated as of February 28,2020, between (inter alios) APR Energy LLC (the “Borrower”), the several banks and other financial institutions or entities from time to time party hereto as Lenders, and Citibank, N.A., as administrative agent (the “Credit Agreement”). Capitalized terms used and not defined herein have the meanings assigned thereto in the Credit Agreement. This letter is a “Loan Document” for the purposes of the Credit Agreement.
INTERCREDITOR AND PROCEEDS AGREEMENTIntercreditor Agreement • April 13th, 2020 • Atlas Corp. • Deep sea foreign transportation of freight • New York
This Intercreditor and Proceeds Agreement (as amended, amended and restated, modified or supplemented from time to time in accordance with Section 7.01, this “Agreement”) is dated as of February 28, 2020 and is by and among APR ENERGY, LLC, a company incorporated in the State of Florida, U.S. (the “Borrower”), the affiliates of the Borrower from time to time party hereto as Guarantors, UMB BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as security trustee (the “Security Trustee”) and CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”).
