Seaspan Corporation Form 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

^{___________________}

FORM 6-K

^{___________________}

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: June 9, 2006

Commission File Number 1-32591

_____________

SEASPAN CORPORATION

(Exact name of Registrant as specified in its Charter)

______________

Unit 2, 7th Floor, Bupa Centre

141 Connaught Road West

Hong Kong

China

(Address of principal executive offices)

______________

[Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.]

Form 20-F

__X__

Form 40-F

_____

[Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-I Rule 101 (b)(1).]

Yes

______

__X__

[Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(7).]

Yes

______

__X__

[Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.]

Yes

______

__X__

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .

Item 1 - Information Contained in this Form 6-K Report

On May 19, 2006, Seaspan Corporation entered into a 10 to 13-year (based on the delivery dates of certain vessels), senior secured, $365 million revolving credit facility with DnB Nor Bank ASA, Credit Suisse and Fortis Capital Corp., as Mandated Lead Arrangers, DNB Nor Bank ASA, as Sole Bookrunner, Administrative Agent and Security Agent, Landesbank Hessen-Thuringen, as Documentation Agent and the various lenders party thereto.

The facility is split into two separate tranches. Our obligations under the facility are secured by first-priority mortgages on two 3,500 TEU container vessels, in the case of the first tranche, and up to eight 2,500 TEU container vessels, in the case of the second tranche. Also, the facility is secured by a first-priority assignment of our earnings related to the collateral vessels, including time-charter revenues and any insurance proceeds.

We may prepay all loans at any time without penalty, other than breakage costs in certain circumstances. Amounts that have been prepaid, may be reborrowed. We are required to prepay a portion of the outstanding loans under certain circumstances, including the sale or loss of a vessel if we do not substitute another vessel. Beginning six months from the delivery date of the last vessel securing the first tranche of the facility, but no later than March 31, 2008, the total amounts available for borrowing under the first tranche will be reduced semiannually until the maturity date, at which time the facility will terminate. Beginning six months from the delivery date of the last vessel securing the second tranche of the facility, but no later than April 30, 2010, the total amounts available for borrowing under the second tranche will be reduced semiannually until the maturity date, at which time the facility will terminate.

Indebtedness under the revolving credit facility bears interest at a rate equal to LIBOR + 0.850% until approximately July 31, 2013, for the first tranche, and approximately August 31, 2005, for the second tranche, and LIBOR + 0.925% thereafter. We incur a commitment fee on the unused portion of the revolving credit facility at a rate of 0.30% per annum.

We are subject to other customary conditions precedent before we may borrow under the facility, including that no event of default is ongoing and there having occurred no material adverse effect on our ability to perform our payment obligations under the facility. In addition, the credit facility contains various covenants limiting our ability to:


	•		Allow liens to be placed on the collateral securing the facility;

	•		Enter into mergers with other entities;

	•		Conduct material transactions with our affiliates except on an arm’s-length basis;

	•		Change the flag, class, or management of our vessels.

The credit agreement also contains covenants requiring us to maintain:

	•		A tangible net worth (as defined in the credit agreement) of $450,000,000;

	•		Total borrowings less than 65% of total assets (each as defined in the credit agreement);

	•		Cash on hand of $25,000,000 if at any time more than 50% of the collateral vessels are subject to time charters having a remaining term of one year or less;

	•		A net interest coverage ratio (as defined in the credit agreement) of 2.50 to 1.00; and

	•		An interest and principal coverage ratio (as defined in the credit agreement) of 1.1 to 1.0.

The credit agreement contains customary definitions of events of default, including nonpayment of principal or interest, breach of covenants or material inaccuracy of representations, default under other material indebtedness, bankruptcy, and change of control.

The description of the credit facility is qualified in its entirety by reference to the agreement itself, which is incorporated by reference herein and included as Exhibit 1 hereto.


	SEASPAN CORPORATION

	By:	/s/ Kevin M. Kennedy___________________

Date: June 9, 2006		Kevin M. Kennedy
		Chief Financial Officer

		TABLE OF CONTENTS


1.	DEFINITIONS		1
	1.1	Specific Definitions	1
	1.2	Computations of Time Periods; Other Definitional Provisions	18
	1.3	Accounting Terms	18
	1.4	Certain Matter Regarding Materiality	19
	1.5	Forms of Documents	19
2.	REPRESENTATIONS AND WARRANTIES		19
	2.1	Representations and Warranties	19
3.	AMOUNT AND TERMS OF THE FACILITY		24
	3.1	Purposes	24
	3.2	Advances	24
	3.3	Drawdown Notice	24
	3.4	Effect of Drawdown Notice	25
4.	CONDITIONS		25
	4.1	Conditions Precedent to the Obligations of the Lenders under this Agreement	25
	4.2	Conditions Precedent to Pre-Delivery Finance Cost Advances	26
	4.3	Conditions Precedent to the Pre-Delivery Construction Advances	27
	4.4	Conditions Precedent to the Post-Delivery Advances	28
	4.5	Further Conditions Precedent	30
	4.6	Conditions Subsequent to Post-Delivery Advances	31
	4.7	Breakfunding Indemnity	31
	4.8	Satisfaction after Drawdown	31
5.	REPAYMENT AND PREPAYMENT		32
	5.1	Reductions of the Facility	32
	5.2	Repayment	32
	5.3	Voluntary Prepayment; Re-borrowing	32
	5.4	Optional Cancellation/Permanent Reduction of Facility	33
	5.5	Mandatory Reduction: Sale, Loss or Non-delivery	33
	5.6	Mandatory Prepayment: Illegality	34


	5.7	[INTENTIONALLY OMITTED]	34
	5.8	Mandatory Prepayment: Change of Control of any Time Charterer	34
	5.9	Mandatory prepayment: Termination, Charter Breach or Expiration of Charter	35
	5.1	Interest and Costs with Prepayments/Application of Prepayments	35
6.	INTEREST AND RATE		36
	6.1	Applicable Rate	36
	6.2	Default Rate	36
	6.3	Interest Periods	36
	6.4	Interest Payments	36
7.	PAYMENTS		37
	7.1	Place of Payments; No Set Off	37
	7.2	Tax Credits	37
	7.3	Lender Assignment	37
	7.4	Sharing of Setoffs	37
	7.5	Computations; Banking Day	38
8.	EVENTS OF DEFAULT		38
	8.1	Events of Default	38
	8.2	Indemnification	43
	8.3	Application of Monies	43
9.	COVENANTS		43
	9.1	Affirmative Covenants	43
	9.2	Negative Covenants	48
	9.3	Financial Covenants	50
	9.4	Additional Covenants Relating to Management and Chartering of the Collateral Vessels	54
10.	RETENTION ACCOUNT		56
	10.1	Maintenance of Retention Account	56
	10.2	Transfers to Retention Account	56
	10.3	Application of Retention Account	57
	10.4	Restriction on Withdrawal	57
11.	ASSIGNMENT.		57
12.	INCREASED COST, NON‑AVAILABILITY, ETC.		58


12.1.		Increased Costs	58
	12.1	Nonavailability of Funds	59
	12.2	Administrative Agent's Certificate Conclusive	59
	12.3	Compensation for Losses	59
13.	CURRENCY INDEMNITIES		59
	13.1	Currency Conversion	59
	13.2	Change in Exchange Rate	60
	13.3	Additional Debt Due	60
	13.4	Rate of Exchange	60
14.	FEES AND EXPENSES		60
	14.1	Fee Letter	60
	14.2	Commitment Fee	60
	14.3	Expenses	60
15.	APPLICABLE LAW, JURISDICTION, AND WAIVER		61
	15.1	Applicable Law	61
	15.2	Jurisdiction	61
	15.3	WAIVER OF JURY TRIAL	61
16.	THE ADMINISTRATIVE AGENT		62
	16.1	Appointment of Administrative Agent	62
	16.2	Security Agent as Agent	62
	16.3	Distribution of Payments	62
	16.4	Holder of Interest in Note	62
	16.5	No Duty to Examine, Etc	62
	16.6	Administrative Agent as Lender	62
	16.7	Acts of the Administrative Agent	63
	16.8	Certain Amendments	63
	16.9	Assumption re: Events of Default	64
	16.10	Limitation of Liability	64
	16.11	Indemnification of the Administrative Agent	64
	16.12	Consultation with Counsel	65
	16.13	Resignation	65
	16.14	Representations of Lender	65


	16.15	Notification of Event of Default	65
	16.16	No Agency or Trusteeship if DnB NOR only Lender	65
17.	NOTICES AND DEMANDS		66
	17.1	Notices	66
18.	MISCELLANEOUS		66
	18.1	Time of Essence	66
	18.2	Unenforceable, etc., Provisions-Effect	66
	18.3	References	67
	18.4	Further Assurances	67
	18.5	Inconsistency	67
	18.6	Prior Agreements, Merger	67
	18.7	Entire Agreement; Amendments; Counterparts	67
	18.8	Indemnification	67
	18.9	Headings	68
	18.10	WAIVER OF IMMUNITY	68
	18.11	USA Patriot Act Notice; OFAC and Bank Secrecy Act	68

1		The Lenders and the Initial Commitments
2		Commitment Reduction Schedule
3		Approved Ship Brokers
4		Delivered Vessels

	A	Form of Note
	B-1	Form of Statutory Mortgage
	B-2	Form of Deed of Covenants
	C	Form of Assignment of Earnings
	D	Form of Assignment of Insurances
	E	Form of Tranche B Time Charter Guarantee Assignment
	F	Form of Manager’s Undertaking
	G	Form of Assignment of Shipbuilding Contracts
	H	Form of Assignment and Assumption Agreement
	I	Form of Compliance Certificate
	J	Form of Drawdown Notice
	K	Form of Interest Notice

“Acceptable Accounting Firm”	means KPMG LLP or such internationally recognized accounting firm as shall be approved by the Administrative Agent;

“Administrative Agent”	has the meaning ascribed thereto in the preamble;


“Advance(s)”	means each of the Pre-Delivery Advances and the Post-Delivery Advances;

“Affiliate”	means with respect to any Person, any other Person directly or indirectly controlled by or under common control with such Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) as applied to any Person means the possession directly or indirectly of the power to direct or cause the direction of the management and policies of that Person whether through ownership of voting securities or by contract or otherwise;

“Agreement”	means this Senior Secured Reducing Revolving Credit Facility Agreement, as the same shall be amended, modified or supplemented from time to time;

“Applicable Rate”	means any rate of interest applicable to a Tranche from time to time pursuant to Section 6.1;

“Assignment and Assumption Agreement(s)”	means the Assignment and Assumption Agreement(s) executed pursuant to Section 11 substantially in the form set out in Exhibit H;

“Assignment Notices”	means notices by the Borrower to be given pursuant to the respective Assignments;

“Assignment(s) of Earnings”	means the first priority assignments in respect of any long term charters and/or monies payable under any charter or contract to employ the Collateral Vessels (including but not limited to the Time Charters) and the earnings of the Collateral Vessels from any and all sources, including the Time Charters, to be executed by the Borrower in favor of the Security Agent, substantially in the form set out in Exhibit C;

“Assignment(s) of Insurances”	means the first priority assignments in respect of the insurances over the Collateral Vessels, to be executed by the Borrower in favor of the Security Agent, substantially in the form set out in Exhibit D;

“Assignment(s) of Shipbuilding Contracts”	means the first priority assignments in respect of the Shipbuilding Contracts and the Refund Guarantees, to be executed by the Borrower in favor of the Security Agent, substantially in the form set out in Exhibit G;


“Assignments”	means the Assignments of Earnings, the Assignments of Insurances, the Assignments of Shipbuilding Contracts and the Tranche B Time Charters Guarantee Assignments;

“Available Amount”	means the maximum aggregate amount of each Tranche available on any given date as such may be reduced or reborrowed from time to time pursuant to Section 5;

“Banking Day(s)”	means days on which banks are open for the transaction of business of the nature required by this Agreement in New York, New York, Hong Kong, Vancouver, Canada, Hamburg, Germany, and London, England;

“Breakfunding Cost”	means the amount certified by a Lender (which certificate shall contain a calculation in reasonable detail) to be equal to the excess, if any, of the present value of the positive amount of (a) the amount of interest (exclusive of the Margin) which would otherwise have accrued pursuant to this Agreement on the principal amount prepaid for the period beginning on the date of the prepayment and ending on the last day of the then current Interest Period over (b) the interest component of the amount which such Lender would, on the second Banking Day prior to the date of the prepayment in question, have bid in the London Interbank market for deposits in Dollars from leading banks of an amount comparable to the principal amount prepaid for the period beginning on the date of prepayment and maturing on the expiry of the then current Interest Period; for these purposes, the present value of any amount shall be calculated by the Lender applying the bid rate in (b) above;

“Borrower”	has the meaning ascribed thereto in the preamble;

“Cash and Cash Equivalents”	shall have the meaning ascribed thereto in Section 9.3;

“Change of Control”	means the acquisition, directly or indirectly, by any person or group other than the Seaspan Group of beneficial ownership of more than 50% of the aggregate outstanding voting power of the equity interests of the Borrower;

“Charter Breach”	means (i) any failure by a Time Charterer to make payments of hire under a Time Charter for a period of three (3) months or (ii) any other breach by a Time Charterer which would give the Borrower the right to terminate the applicable Time Charter;


“Net Interest Coverage Ratio”	shall have the meaning ascribed thereto in Section 9.3;

“Net Interest Expense”	shall have the meaning ascribed thereto in Section 9.3;

“Note”	means the promissory note to be executed by the Borrower to the order of the Administrative Agent pursuant to Section 4.1(b), to evidence the Facility and the Advances made thereunder, substantially in the form set out in Exhibit A;

“Operator(s)”	means, with respect to a Collateral Vessel, the Borrower, Manager or, subject to the approval of the Majority Lenders, such Person(s) with whom the Borrower has contracted to be concerned with the operation of a Collateral Vessel and falls within the definition of “Company” set out in rule 1.1.2 of the ISM Code;

“Party”	means a party to this Agreement or any Facility Document;

“Permitted Liens”	has the meaning ascribed thereto in the relevant Deed of Covenants;

“Person”	means any individual, sole proprietorship, corporation, partnership (general or limited), limited liability company, business trust, bank, trust company, joint venture, association, joint stock company, trust or other unincorporated organization, whether or not a legal entity, or any government or agency or political subdivision thereof;

“Plan”	means any employee benefit plan (other than a Multiemployer Plan or a Multiple Employer Plan) covered by Title IV of ERISA;


“Classification Society”	means a member of the International Association of Classification Societies with whom any of the Collateral Vessels is entered and who conducted periodic physical surveys and/or inspections of any of the Collateral Vessels;

“Code”	means the Internal Revenue Code of 1986, as amended, and any successor statute and regulations promulgated thereunder;

“Collateral Vessel(s)”	means each of the Tranche A Collateral Vessels and the Tranche B Collateral Vessels;

“Commitment(s)”	means, with respect to any Lender, the portion of the Facility set out opposite its name on Schedule 1 or, as the case may be, pursuant to any assignment made pursuant to Section 11, which portion may be reduced in accordance with the terms of this Agreement;

“Compliance Certificate”	means a certificate certifying the compliance by the Borrower with all of the covenants contained herein and showing the calculations thereof in reasonable detail, executed and delivered by the chief financial officer of the Borrower to the Administrative Agent from time to time pursuant to Section 9.1(e) in the form set out in Exhibit I or in such other form as the Administrative Agent may agree;

“Consents and Agreements”	means the Consents and Agreements to be obtained in connection with the Assignments of Shipbuilding Contracts;

“Construction Period”	with respect to the relevant Collateral Vessel means the period from the date hereof up to and including one Banking Day prior to the date on which such Collateral Vessel is delivered to the Borrower under the relevant Shipbuilding Contract;

“COSCO Holdings”	means China COSCO Holdings Company Limited, a company organized and existing under the laws of China;

“Credit Suisse”	has the meaning ascribed thereto in the preamble;

“Creditors”	means, collectively, the Lenders, the Mandated Lead Arrangers, the Administrative Agent, the Security Agent and any Swap Bank;

“CSCL”	China Shipping Container Lines Co., Ltd., a company organized and existing under the laws of China;

“CSCL (Hong Kong)”	China Shipping Container Lines (Hong Kong) Co., Ltd., a company organized and existing under the laws of Hong Kong;


“Deed(s) of Covenants”	means the deed of covenants entered into by the Borrower and the Security Agent, collateral to the Statutory Mortgage for each Collateral Vessel, substantially set out in the form of Exhibit B-2;

“Default Rate”	has the meaning ascribed thereto in Section 6.2;

“Delivery Date(s)”	means, with respect to each Collateral Vessel, the date on which such Collateral Vessel is delivered to the Borrower;

“DOC”	means a document of compliance issued to an Operator in accordance with Rule 13 of the ISM Code;

“Documentation Agent”	has the meaning ascribed thereto in the preamble;

“Dollars” and the sign “$”	means the legal currency, at any relevant time hereunder, of the United States of America and, in relation to all payments hereunder, in same day funds settled through the New York Clearing House Interbank Payments System (or such other Dollar funds as may be determined by the Administrative Agent to be customary for the settlement in New York City of banking transactions of the type herein involved);

“Drawdown Date(s)”	means, with respect to any Advance, the date, being a Banking Day, upon which the Borrower has requested that such Advance be made available to the Borrower as provided in Section 3;

“Drawdown Notice”	has the meaning ascribed thereto in Section 3.3;

“Earnings”	means, in respect of a Collateral Vessel, all present and future monies and claims which are earned by or become payable to or for the account of the Borrower in connection with the operation or ownership of that Collateral Vessel and including but not limited to (a) freights, passage and hire monies (howsoever earned), (b) remuneration for salvage and towage services, (c) demurrage and detention monies, (d) all monies and claims in respect of the requisition for hire of that Collateral Vessel (e) payments received in respect of any off-hire insurance; and (f) payments received pursuant to any Tranche B Time Charter Guarantee relating to the relevant Collateral Vessel;


“EBITDA”	shall have the meaning ascribed thereto in Section 9.3;

“Environmental Approvals”	has the meaning ascribed thereto in Section 2.1(r);

“Environmental Claim”	has the meaning ascribed thereto in Section 2.1(r);

“Environmental Laws”	has the meaning ascribed thereto in Section 2.1(r);

“ERISA”	means the Employment Retirement Income Security Act of 1974, as amended;

“ERISA Affiliate”	means a trade or business (whether or not incorporated) which is under common control with the Borrower within the meaning of Sections 414(b), (c), (m) or (o) of the Code;

“Event(s) of Default”	means any of the events set out in Section 8.1;

“Facility”	means the reducing revolving credit facility, in an amount not to exceed Three Hundred Sixty Five Million Dollars ($365,000,000), to be made available by the Lenders to the Borrower in two Tranches, pursuant to Section 3, or the balance thereof from time to time outstanding;

“Facility Documents”	means this Agreement, the Note, any Hedge Agreement, the Security Documents, the Assignment Notices and the Consents and Agreement;
“Fair Market Value”	means, with respect to a Collateral Vessel or Substitute Vessel, as the case may be, the average of two charter-free appraisals on an “as is”, “willing seller, willing buyer”, charter-free basis of such Collateral Vessel or Substitute Vessel, as the case may be, from ship brokers listed in Schedule 3 or such other independent ship brokers selected by the Administrative Agent, no such appraisal to be dated more than thirty (30) days prior to the date on which such appraisal is required pursuant to this Agreement;

“Fee Letter”	means the letter of March 28, 2006 and entered into by and between the Borrower and DnB NOR in respect of the fees referred to therein;

“Final Payment Date”	means with respect to Tranche A, the Tranche A Final Payment Date and with respect to Tranche B, the Tranche B Final Payment Date, as the case may be; provided that if such date is not a Banking Day, then the Final Payment Date shall be the immediately preceding Banking Day;


“Fortis Capital”	has the meaning ascribed thereto in the preamble;

“GAAP”	has the meaning ascribed thereto in Section 1.3;

“Guangdong”	Guangdong Machinery Imp. & Exp. Co. Ltd., a company organized and existing under the laws of China;

“Hedge Agreements”	means any interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts and other hedging agreements entered or to be entered into between the Borrower with a Swap Bank with respect to Advances drawn under this Agreement;

“Indebtedness”	means any indebtedness for or in respect of (a) monies borrowed, (b) any acceptance credit, (c) any bond, note, debenture, loan stock or other similar instrument, (d) any redeemable preference share, (e) any agreement treated as a finance or capital lease in accordance with GAAP, (f) receivables sold or discounted (otherwise than on a non-recourse basis), (g) the acquisition cost of any asset to the extent payable after its acquisition or possession by the party liable where the deferred payment is arranged primarily as a method of raising finance or financing the acquisition of that asset, (h) any derivative transaction protecting against or benefiting from fluctuations in any rate or price (and, except for non-payment of an amount, the then mark to market value of the derivative transaction will be used to calculate its amount), (i) any other transaction (including any forward sale or purchase agreement) which has the commercial effect of a borrowing, (j) any counter-indemnity obligation in respect of any guarantee, indemnity, bond, letter of credit or any other instrument issued by a bank or financial institution, or (k) any guarantee, indemnity or similar assurance against financial loss of any person;

“Indemnitee”	shall have the meaning ascribed thereto in Section 18.8;

“Insurances”	has the meaning ascribed thereto in the relevant Deed of Covenants;

“Interest and Principal Coverage Ratio”	shall have the meaning ascribed thereto in Section 9.3;

“Interest and Principal Expense”	shall have the meaning ascribed thereto in Section 9.3;

“Interest Expense”	shall have the meaning ascribed thereto in Section 9.3;


“Interest Notice”	means a notice from the Borrower to the Administrative Agent specifying the duration of any relevant Interest Period, each substantially in the form of Exhibit K;

“Interest Period”	means periods of one (1), two (2), three (3) or six (6) months as selected by the Borrower;

“ISM Code”	means the International Management Code for the Safe Operation of Ships and for Pollution Prevention constituted pursuant to Resolution A. 741(18) of the International Maritime Organization and incorporated into the Safety of Life at Sea Convention and includes any amendments or extensions thereto and any regulation issued pursuant thereto;

“ISPS Code”	means the International Ship and Port Facility Security Code adopted by the International Maritime Organization at a conference in December 2002 and amending the Safety of Life at Sea Convention and includes any amendments or extensions thereto and any regulation issued pursuant thereto;

“ISSC”	means the International Ship Security Certificate issued pursuant to the ISPS Code;

“Lender(s)”	has the meaning ascribed thereto in the preamble;

“LIBOR”	means the rate per annum for deposits of Dollars for a period equivalent to the relevant Interest Period at or about 11:00 a.m. (London time) on the second London Banking Day before the first day of such period as displayed on Telerate page 3750 (British Bankers’ Association Interest Settlement Rates) (or such other page as may replace such page 3750 on such system or on any other system of the information vendor for the time being designated by the British Bankers’ Association to calculate the BBA Interest Settlement Rate (as defined in the British Bankers’ Association’s Recommended Terms and Conditions (“BBAIRS” terms) dated August 1985)), provided that if prior to 11:00 am (London Time) on such date no such rate is so displayed for the relevant Interest Period, LIBOR for such period shall be the arithmetic mean (rounded upward to four decimal places) of the rates respectively quoted to the Administrative Agent by the Reference Banks at the request of the Administrative Agent as the offered rate for deposits of Dollars in an amount approximately equal to the amount in relation to which LIBOR is to be determined for a period equivalent to the relevant Interest Period to prime banks in the London Interbank Market at or about 11:00 a.m. (London time) on the second Banking Day before the first day of such period;


“Majority Lenders”	means, at any time, Lenders whose combined Commitments exceed fifty percent (50%) of the total Commitments;

“Management Agreement”	means the management agreement dated August 8, 2005 between the Borrower and the Manager;

“Manager”	means Seaspan Management Services Limited of Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda or such other professional manager or managers as may be approved by the Administrative Agent (acting in accordance with the instructions of the Majority Lenders) from time to time;

“Manager’s Undertaking(s)”	means a letter(s) of undertaking to be issued by the Manager to the Security Agent confirming, inter alia, it shall not make a claim to security ranking ahead of the Creditors’ security in respect of any Collateral Vessel, substantially set out in the form of Exhibit F;

"Mandated Lead Arranger(s)"	has the meaning ascribed thereto in the preamble;

“Margin”	means the Tranche A Margin or the Tranche B Margin, as applicable;

“Marketable Securities”	shall have the meaning ascribed thereto in Section 9.3;

“Material Adverse Effect”	shall mean a material adverse effect on (i) the ability of the Borrower to perform all of its payment obligations under this Agreement or (ii) the validity or enforceability of this Agreement;

“Materials of Environmental Concern”	shall have the meaning ascribed thereto in Section 2.1(r);

“Measurement Period”	shall have the meaning ascribed thereto in Section 9.3;

“Mortgage(s)”	means, collectively, each Statutory Mortgage and related Deed of Covenants in respect of each Collateral Vessel, substantially in the form of Exhibit B-1 hereto;

“MTSA”	shall mean the Maritime & Transportation Security Act, 2002, as amended, inter alia, by Public Law 107-295;
“Multiemployer Plan”	means, at any time, a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions or has within any of the three preceding plan years made or accrued an obligation to make contributions;


“Post-Delivery Advance(s)”	means the Tranche A Post-Delivery Advances and/or the Tranche B Post-Delivery Advances, as the case may be;

“Post-Delivery Advances Availability Period”	means with respect to each Collateral Vessel, the time period from such Collateral Vessel’s Delivery Date up to and including the Banking Day immediately prior to the relevant Final Payment Date of the Tranche relating to such Collateral Vessel;

“Pre-Delivery Advance(s)”	means any Pre-Delivery Construction Advances and/or Pre-Delivery Finance Cost Advances, as the case may be;

“Pre-Delivery Advances Availability Period”	means with respect to (a) each Tranche A Collateral Vessel, the time period from the date hereof to the earlier of (i) the delivery of the second Tranche A Collateral Vessel and (ii) March 5, 2008 and (b) each Tranche B Collateral Vessel, the time period from the date hereof to the earlier of (i) the delivery of the eighth Tranche B Collateral Vessel and (ii) March 31, 2010;

“Pre-Delivery Construction Advance(s)”	means any Tranche A Pre-Delivery Construction Advances and Tranche B Pre-Delivery Construction Advances;

“Pre-Delivery Finance Cost Advance(s)”	means any Tranche A Pre-Delivery Finance Cost Advances and Tranche B Pre-Delivery Finance Cost Advances;

“Reduction Date(s)”	means a Tranche A Reduction Date or a Tranche B Reduction Date, as the case may be;

“Reference Banks”	shall mean DnB NOR, Credit Suisse and Fortis Capital and any other bank or financial institution appointed as such by the Administrative Agent (acting on the instructions of the Majority Lenders) under this Agreement;

“Refund Guarantee(s)”	means each of the Tranche A Refund Guarantee(s) and the Tranche B Refund Guarantee(s);

“Refund Guarantor(s)”	means each Tranche A Refund Guarantor(s) and Tranche B Refund Guarantor(s);

“Regulation T”	means Regulation T of the Board of Governors of the Federal Reserve System, as in effect from time to time;

“Regulation U”	means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time;


“Regulation X”	means Regulation X of the Board of Governors of the Federal Reserve System, as in effect from time to time;

“Related Contracts”	means any or all of the following (as the context requires): (a) the Insurances and all benefits under the contracts, policies and entries under such Insurances and all claims in respect of them and the return of premiums; (b) the Time Charters; and (c) the Tranche B Time Charter Guarantees;


“Repayment Ratio”	means a fraction computed at any particular time, the numerator of which is one (1) and the denominator is the total number of Collateral Vessels for which amounts have been advanced or may be advanced under such relevant Tranche;


“Retention Account”	means the bank account to be opened by the Borrower with the Administrative Agent at its New York branch and designated "Seaspan Corporation - Retention Account";

“SAFE”	shall have the meaning ascribed thereto in Section 4.3(c);

“Seaspan Group”	means (a) any of Kyle Washington, Kevin Washington, Gerry Wang, Graham Porter, Dennis Washington or any of their estate, spouse, and/or descendants; (b) any trust for the benefit of the persons listed in (a) above; or (c) an Affiliate of any of the persons listed in (a) or (b) above;

“Security Agent”	has the meaning ascribed thereto in the preamble;

“Security Assets”	means any asset which is the subject of a Security Interest created by a Security Document, any interest or profit in respect of an investment of the monies received in connection with a Security Document;

“Security Document(s)”	means the Mortgages, the Assignments, the Manager’s Undertakings and any other documents that may be executed as security for the obligations of the Borrower under the Facility Agreement, the Note or any Hedge Agreement;

“Security Interest”	means any mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having a similar effect;

“Shipbuilding Contract(s)”	means the Tranche A Shipbuilding Contracts and the Tranche B Shipbuilding Contracts;

“Shipyard(s)”	means each of the Tranche A Shipyard and the Tranche B Shipyard;


“SMC”	means a safety management certificate issued in respect of the Collateral Vessels in accordance with Rule 13 of the ISM Code;

“Statutory Mortgage(s)”	means the first priority Hong Kong statutory ship mortgage to be given by the Borrower in favor of the Security Agent with respect to each Collateral Vessel, in the form set out in Exhibit B-1;

“Subsidiary(ies)”	means, with respect to any Person, any business entity of which more than 50% of the outstanding voting stock or other equity interest is owned directly or indirectly by such Person and/or one or more other Subsidiaries of such Person;

“Substitute Vessel”	means, a vessel of similar size, age, type and Fair Market Value as the Collateral Vessel for which it is to be the substitute, acceptable to the Majority Lenders;

“Swap Bank”	means any Lender who has entered into a Hedge Agreement with the Borrower;

“Tangible Net Worth”	shall have the meaning ascribed thereto in Section 9.3;

“Taxes”	means any tax, levy, impost, duty or other charge or withholding of a similar nature (including, without limitation, any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same);

“Time Charterer”	means the Tranche A Time Charterer and/or the Tranche B Time Charterer, as the context requires;

“Time Charters”	means the Tranche A Time Charters and/or the Tranche B Time Charters, as the context requires;

“Total Assets”	shall have the meaning ascribed thereto in Section 9.3;

“Total Borrowings”	shall have the meaning ascribed thereto in Section 9.3;

“Total Loss”	has the meaning ascribed thereto in the relevant Deed of Covenants;

“Tranche(s)”	means each of Tranche A and Tranche B;

“Tranche A”	means that portion of the Facility equal to the lesser of (a) Eighty Two Million Dollars ($82,000,000) and (b) eighty percent (80%) of the aggregate Tranche A Collateral Vessels Delivered Costs;


“Tranche A Collateral Vessels”	means the two approximately 3,500 TEU container vessels constructed by the Tranche A Shipyard designated as Builder’s Hull Nos. 125 and 126, respectively, and delivered to the Borrower on the relevant Delivery Date;

“Tranche A Collateral Vessels Delivered Cost”	means, with respect to each Tranche A Collateral Vessel, the sum of (i) $36,650,000 and €6,250,000 (representing the purchase price of such Collateral Vessel under the relevant Shipbuilding Contract as adjusted in accordance therewith), (ii) the amounts paid for the acquisition of the Collateral Vessel, including as reimbursement for payments previously made pursuant to the relevant Shipbuilding Contracts to Conti 51. Container Schiffahrts-GMBH & Co. KG Nr. 1 and Conti 52. Container Schiffahrts-GMBH & Co. KG Nr. 1, respectively, (iii) the costs of all owner furnished equipment, including lashings, lubricants and consumable stores, (iv) interest, accrued during construction, (v) financing, accounting and legal costs accrued during construction (other than interest but including fees referred to in Section 14 of this Agreement), (vi) changes and extras and (vii) the aggregate of all shipyard supervisory costs incurred by the Borrower with respect to such Collateral Vessel prior to the delivery thereof, as certified by the Chief Financial Officer of the Borrower;

“Tranche A Final Payment Date”	means the date which is the earlier of (a) the tenth anniversary of the Delivery Date of the last delivered Tranche A Collateral Vessel and (b) July 31, 2017; provided that if such date is not a Banking Day, then the Tranche A Final Payment Date shall be the immediately preceding Banking Day;

“Tranche A Margin”	means with respect to advances drawn under Tranche A, during the period from the date of this Credit Agreement up to earlier of (a) the sixth (6^th) anniversary of the Delivery Date of the second Tranche A Collateral Vessel and (b) July 31, 2013, 0.850% per annum and thereafter 0.925% per annum;

“Tranche A Post-Delivery Advance(s)”	means each Advance of Tranche A made by the Lenders to the Borrower on or after the Delivery Date of a Tranche A Collateral Vessel;

“Tranche A Pre-Delivery Construction Advance(s)”	means any Advance of Tranche A made by the Lenders to the Borrower with respect to any construction installment under the relevant Shipbuilding Contract relating to a Tranche A Collateral Vessel and any expenses or payments associated with the items listed in paragraphs (ii), (iii), (iv) and (vi) of the definition of Tranche A Collateral Vessels Delivered Cost during the relevant Construction Period;


“Tranche A Pre-Delivery Finance Cost Advance(s)”	means an Advance of up to $500,000 per Tranche A Collateral Vessel of Tranche A made by the Lenders to the Borrower solely for the purpose of covering expenses or payments associated with the items listed in paragraphs (iv), (v) and (vii) of the definition of Tranche A Collateral Vessels Delivered Cost during the relevant Construction Period), and other costs for such Collateral Vessel not covered by the relevant Refund Guarantee;

“Tranche A Reduction Date(s)”	means each of (i) the earlier of (a) the date that is six (6) months from the Delivery Date of the last delivered Tranche A Collateral Vessel and (b) March 31, 2008, and (ii) the last day of each six (6) month period thereafter up to and including the Tranche A Final Payment Date; provided that if any such date is not a Banking Day, then such Tranche A Reduction Date shall be the immediately preceding Banking Day;

“Tranche A Refund Guarantee(s)”	means those certain SAFE registered refund guarantees from the Tranche A Refund Guarantors, in respect of the construction of the Tranche A Collateral Vessels, which may be issued in favor of or novated to the Borrower;

“Tranche A Refund Guarantor(s)”	means the Agricultural Bank of China, Ningbo Branch and Bank of China, Ningbo Branch or those certain banks or other financial institutions, acceptable to each of the Lenders, responsible for issuing Tranche A Refund Guarantees;

“Tranche A Shipbuilding Contracts”	means those certain shipbuilding contracts entered into between each of Conti 51. Container Schiffahrts-GMBH & Co. KG Nr. 1 and Conti 52. Container Schiffahrts-GMBH & Co. KG Nr. 1, as purchaser and Zheijiang Shipbuilding Co. Ltd, as seller, with respect to each of the Tranche A Collateral Vessels which may be assigned to and assumed by, or novated to, the Borrower;

“Tranche A Shipyard”	means Zhejiang Shipbuilding Co. Ltd.;

“Tranche A Time Charterer”	means Cosco Container Lines Co., Ltd., a company organized and existing under the laws of China;


“Tranche A Time Charters”	means those certain long-term time charters each dated February 9, 2006 entered into between the Borrower, as owner and the Tranche A Time Charterer, as charterer each with respect to a Tranche A Collateral Vessel;

“Tranche B”	means that portion of the Facility equal to the lesser of (a) Two Hundred Eighty Three Million Dollars ($283,000,000) and (b) eighty percent (80%) of the aggregate Tranche B Collateral Vessels Delivered Costs;

“Tranche B Collateral Vessels”	means the up to eight approximately 2,500 TEU container vessels constructed by the Tranche B Shipyard designated as Builder’s Hull Nos. YZJ 2005-696C, YZJ 2006-716C, YZJ 2006-717C, and YZJ 2006-718C (for those Tranche B Collateral Vessels whose contracts have been confirmed), and Builder’s Hull Nos. YZJ 2006-719C, YZJ 2006-720C, YZJ 2006-721C, and YZJ 2006-722C (for those Tranche B Collateral Vessels for which the Borrower has an option to purchase), and delivered to the Borrower on the relevant Delivery Date;

“Tranche B Collateral Vessels Delivered Cost”	means, with respect to each Tranche B Collateral Vessel, the sum of (i) $41,250,000 (representing the purchase price of such Collateral Vessel under the relevant Shipbuilding Contract as adjusted in accordance therewith), (ii) the costs of all owner furnished equipment, including lashings, lubricants and consumable stores, (iii) interest, accrued during construction, (iv) financing, accounting and legal costs (other than interest to it including the fees referred to in Section 14), (v) changes and extras and (vi) the aggregate of all shipyard supervisory costs incurred by the Borrower with respect to such Collateral Vessel prior to the delivery thereof, as certified by the Chief Financial Officer of the Borrower;

“Tranche B Final Payment Date”	means the date which is the earlier of (a) the tenth anniversary of the Delivery Date of the last delivered Tranche B Collateral Vessel and (b) August 31, 2019; provided that if such date is not a Banking Day, then the Tranche B Final Payment Date shall be the immediately preceding Banking Day;

“Tranche B Margin”	means with respect to advances drawn under Tranche B, during the period from the date of this Credit Agreement up to earlier of (a) the sixth (6^th) anniversary of the Delivery Date of the last Tranche B Collateral Vessel delivered and (b) August 31, 2015, 0.850% per annum and thereafter 0.925% per annum;


“Tranche B Post-Delivery Advance(s)”	means each Advance of Tranche B made by the Lenders to the Borrower on or after the Delivery Date of a Tranche B Collateral Vessel;

“Tranche B Pre-Delivery Construction Advance(s)”	means any Advance of Tranche B made by the Lenders to the Borrower with respect to any construction installment under the relevant Shipbuilding Contract relating to a Tranche B Collateral Vessel and any expenses or payments associated with the items listed in paragraphs (ii), (iii) and (v) of the definition of Tranche B Collateral Vessels Delivered Cost during the relevant Construction Period;

“Tranche B Pre-Delivery Finance Cost Advance(s)”	means an Advance of up to $500,000 per Tranche B Collateral Vessel of Tranche B made by the Lenders to the Borrower solely for the purpose of covering expenses or payment associated with items listed in paragraphs (iii), (iv) and (vi) in the definition of Tranche B Collateral Vessels Delivered Cost, and other costs for such Collateral Vessel not covered by the relevant Refund Guarantee during the relevant Construction Period;

“Tranche B Reduction Date(s)”	means each of (i) the earlier of (a) the date that is six (6) months from the Delivery Date of the last delivered Tranche B Collateral Vessel and (b) April 30, 2010; and (ii) the last day of each six (6) month period thereafter up to and including the Tranche B Final Payment Date; provided that if such date is not a Banking Day, then such Tranche B Reduction Date shall be the immediately preceding Banking Day;

“Tranche B Refund Guarantor(s)”	means those certain banks or other financial institutions, acceptable to each of the Lenders, responsible for issuing Tranche B Refund Guarantees;

“Tranche B Refund Guarantee(s)”	means those certain refund guarantees executed by the Tranche B Refund Guarantors, in respect of the construction of the Tranche B Collateral Vessels, in favor of the Borrower;

“Tranche B Shipbuilding Contracts”	means those certain shipbuilding contracts entered into between the Borrower, as purchaser, and the Tranche B Shipyard and Guangdong. as seller, with respect to Hull No. YZJ 2005-696C and Hull No. YZJ 2006-717C of the Tranche B Collateral Vessels and the Tranche B Shipyard with respect to each other of the Tranche B Collateral Vessels;


“Tranche B Shipyard”	means Jiangsu Yangzijiang Shipbuilding Co., Ltd.;

“Tranche B Time Charterer”	means China Shipping Container Lines (Asia) Co., Ltd., a company organized and existing under the laws of the British Virgin Islands;

“Tranche B Time Charters”	means those certain long-term time charters entered or to be entered into between the Borrower, as owner and the Tranche B Time Charterer, as charterer with respect to the Tranche B Collateral Vessels, which for the Tranche B Collateral Vessels whose contracts have been confirmed, namely Builder’s Hull Nos. YZJ 2005-696C, YZJ 2006-716C, YZJ 2006-717C, and YZJ 2006-718C are those long-term time charters each dated February 28, 2006 each with respect to one of such Tranche B Collateral Vessels;

“Tranche B Time Charters Guarantee(s)”	those certain guarantees of the obligations of the Tranche B Time Charterer under the Tranche B Time Charters by each of the Tranche B Time Charters Guarantors in favor of the Borrower;

“Tranche B Time Charters Guarantors”	means each of CSCL and CSCL (Hong Kong);

“Tranche B Time Charters Guarantee Assignment(s)”	means the first priority assignments of the Tranche B Time Charters Guarantees by the Borrower in favor of the Security Agent, substantially in the form of Exhibit E hereto; and

“Vessel Costs”	means the Tranche A Collateral Vessels Delivered Cost and the Tranche B Collateral Vessels Delivered Cost.


	DNB NOR BANK ASA, Sole Bookrunner, Mandated Lead Arranger, Administrative Agent and Security

	By:	/s/
		Name:
		Title:


	CREDIT SUISSE, as Mandated Lead Arranger and Lender

Date:	By:
		Name:
		Title:


	FORTIS CAPITAL CORP., as Mandated Lead Arranger and Lender

Date:	By:
		Name:
		Title:


	LANDESBANK HESSEN-THÜRINGEN, as Documentation Agent and Lender

Date:	By:
		Name:
		Title:


	BAYERISCHE HYPO- UND VEREINSBANK AG, as Lender

Date:	By:
		Name:
		Title:


	DEUTSCHE BANK AG IN HAMBURG as Lender

Date:	By:
		Name:
		Title: