20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from               to               

Commission file number 001-39237

ATLAS CORP.

(Exact Name of Registrant as Specified in Its Charter)

Republic of the Marshall Islands

(Jurisdiction of Incorporation or Organization)

23 Berkeley Square

London, United Kingdom

W1J 6HE

(Address of Principal Executive Offices)

Graham Talbot

23 Berkeley Square

London, United Kingdom

W1J 6HE

Telephone: +44 20 7788 7819

Facsimile: + 44 843 320 5270

(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on which Registered
Common Shares, par value of $0.01 per share	ATCO	New York Stock Exchange
Series D Preferred Shares, par value of $0.01 per share	ATCO-PD	New York Stock Exchange
Series H Preferred Shares, par value of $0.01 per share	ATCO-PH	New York Stock Exchange
Series I Preferred Shares, par value of $0.01 per share	ATCO-PI	New York Stock Exchange
7.125% Notes due 2027	ATCOL	The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

281,565,472 Common Shares, par value of $0.01 per share

5,093,728 Series D Preferred Shares, par value of $0.01 per share

9,025,105 Series H Preferred Shares, par value of $0.01 per share

6,000,000 Series I Preferred Shares, par value of $0.01 per share

12,000,000 Series J Preferred Shares, par value of $0.01 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes x No o

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes o No x

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer o Non-accelerated filer o Emerging growth company o

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP x International Financial Reporting Standards as Issued by the International Accounting Standards Board o Other o

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 o Item 18 o

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

Table of Contents

ATLAS CORP.

INDEX TO REPORT ON FORM 20-F

PART I		1
Item 1.	Identity of Directors, Senior Management and Advisors	4
Item 2.	Offer Statistics and Expected Timetable	4
Item 3.	Key Information	5
Item 4.	Information on the Company	31
Item 4A.	Unresolved Staff Comments	49
Item 5.	Operating and Financial Review and Prospects	49
Item 6.	Directors, Senior Management and Employees	75
Item 7.	Major Shareholders and Related Party Transactions	82
Item 8.	Financial Information	84
Item 9.	The Offer and Listing	85
Item 10.	Additional Information	85
Item 11.	Quantitative and Qualitative Disclosures About Market Risk	97
Item 12.	Description of Securities Other than Equity Securities	98
PART II		99
Item 13.	Defaults, Dividend Arrearages and Delinquencies	99
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	99
Item 15.	Controls and Procedures	99
Item 16.	[Reserved]	100
Item 16A.	Audit Committee Financial Expert	100
Item 16B.	Code of Ethics	100
Item 16C.	Principal Accountant Fees and Services	100
Item 16D.	Exemptions from the Listing Standards for Audit Committees	101
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	101
Item 16F.	Change in Registrants’ Certifying Accountant	101
Item 16G.	Corporate Governance	101
Item 16H.	Mine Safety Disclosure	101
Item 16I.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	101
PART III		102
Item 17.	Financial Statements	102
Item 18.	Financial Statements	102
Item 19.	Exhibits	103

Table of Contents

PART I

Our disclosure and analysis in this Annual Report concerning our operations, cash flows, and financial position, including, in particular, the likelihood of our success in developing and expanding our business, include forward-looking statements (as such term is defined in Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act). Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “projects,” “forecasts,” “will,” “may,” “potential,” “should” and similar expressions are forward-looking statements. Although these statements are based upon assumptions we believe to be reasonable based upon available information, including projections of revenues, operating margins, earnings, cash flow, working capital and capital expenditures, they are subject to risks and uncertainties that are described more fully in this Annual Report in the section titled “Risk Factors.”

These forward-looking statements represent our estimates and assumptions only as of the date of this Annual Report and are not intended to give any assurance as to future results. As a result, you are cautioned not to rely on any forward-looking statements. Forward-looking statements appear in a number of places in this Annual Report. These statements include, among others:

•consummation of the pending Merger (as defined in “Item 4. Information on the Company—B. Business Overview—Poseidon Acquisition of Atlas”);

•future operating or financial results;

•future growth prospects;

•our business strategy and capital allocation plans, and other plans and objectives for future operations;

•potential acquisitions, financing arrangements and other investments, and our expected benefits from such transactions;

•our primary sources of funds for our short, medium and long-term liquidity needs;

•the future valuation of our vessels, power generation assets and goodwill;

•future time charters and vessel deliveries, including replacement charters and future long-term charters for certain existing vessels;

•estimated future capital expenditures needed to preserve the operating capacity of our containership fleet and power generation assets and to comply with regulatory standards, our expectations regarding future operating expenses, including dry-docking and other ship operating expenses and expenses related to performance under our contracts for the supply of power generation capacity, and general and administrative expenses;

•our ability to recruit and retain crew for our containerships, particularly in light of the ongoing conflict between Russia and Ukraine following Russia’s military invasion of Ukraine in February 2022 (the “Russia-Ukraine Conflict”);

•number of off-hire days and dry-docking requirements;

•global economic and market conditions and shipping and energy market trends, including charter rates and factors affecting supply and demand for our containership and power generation solutions;

•disruptions in global credit and financial markets, including as a result of the COVID-19 pandemic, the Russia-Ukraine Conflict or otherwise;

•conditions in the public equity market and the price of our shares;

•our financial condition and liquidity, including our ability to borrow funds under our credit facilities, our ability to obtain waivers or secure acceptable replacement charters under certain of our credit facilities, our ability to refinance our existing facilities and notes and to obtain additional financing in the future to fund capital expenditures, acquisitions and other general corporate activities;

•our continued ability to maintain, enter into or renew primarily long-term, fixed-rate time charters and leases of our power generation assets with our existing customers or new customers;

•the potential for early termination of long-term contracts and our potential inability to enter into, renew or replace long-term contracts;

•changes in governmental rules and regulations or actions taken by regulatory authorities, and the effect of governmental regulations on our business;

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•our continued ability to meet specified restrictive covenants in our financing and lease arrangements, our notes and our preferred shares;

•the ultimate length and severity of the ongoing COVID-19 pandemic, including as a result of the new variants of the virus, and its impact on our business;

•the financial condition of our customers, lenders and other counterparties and their ability to perform their obligations under their agreements with us;

•our ability to leverage to our advantage our relationships and reputation in the containership industry;

•changes in technology, prices, industry standards, environmental regulation and other factors which could affect our competitive position, revenues and asset values;

•disruptions and security threats to our technology systems;

•taxation of our company, including our exemption from tax on our U.S. source international transportation income, and taxation of distributions to our shareholders;

•the continued availability of services, equipment and software from subcontractors or third-party suppliers required to provide our power generation solutions;

•our ability to protect our intellectual property and defend against possible third-party infringement claims relating to our power generation solutions;

•our ability to achieve or realize expected benefits from ESG initiatives;

•potential liability from future litigation; and

•other factors detailed in this Report and from time to time in our periodic reports.

Forward-looking statements in this Annual Report are estimates and assumptions reflecting the judgment of senior management and involve known and unknown risks and uncertainties. These forward-looking statements are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. Accordingly, these forward-looking statements should be considered in light of various important factors, including, but not limited to, those set forth in “Item 3. Key Information—D. Risk Factors.”

We do not intend to revise any forward-looking statements in order to reflect any change in our expectations or events or circumstances that may subsequently arise except as required by law or regulation. We expressly disclaim any obligation to update or revise any of these forward-looking statements, whether because of future events, new information, a change in our views or expectations, or otherwise. You should carefully review and consider the various disclosures included in this Annual Report and in our other filings made with the Securities and Exchange Commission, or the SEC, that attempt to advise interested parties of the risks and factors that may affect our business, prospects and results of operations.

Corporate Reorganization & Acquisition of APR Energy Limited

On February 27, 2020, Seaspan Corporation (“Seaspan”) completed a holding company reorganization (the “Reorganization”) whereby it became a direct, wholly owned subsidiary of Atlas Corp (“Atlas”). The business operations of Seaspan did not change as a result of the Reorganization.

On February 28, 2020, Atlas Corp. acquired Apple Bidco Limited and its wholly-owned subsidiaries, including APR Energy Limited (“APR Energy”).

Glossary

Unless we otherwise specify or the context otherwise requires, when used in this Annual Report, (i) the terms “Atlas,” the “Company,” “we,” “our” and “us” refer to Atlas Corp. and its subsidiaries, (ii) the term “Seaspan” refers to Seaspan Corporation and its subsidiaries and (iii) the term “APR Energy” refers to Apple Bidco Limited, its subsidiary APR Energy Limited, and APR Energy Limited’s subsidiaries.

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References to Seaspan’s customers are as follows:

Customer(1)	Reference
CMA CGM S.A.	CMA CGM
China COSCO Holdings Company Limited	COSCO
Hapag-Lloyd AG	Hapag-Lloyd
Maersk Line A/S	Maersk
MSC Mediterranean Shipping Company S.A.	MSC
Ocean Network Express Pte. Ltd.	ONE
Yang Ming Marine Transport Corp.	Yang Ming Marine
ZIM Integrated Shipping Services Ltd.	ZIM

_______________________

(1)Contracts may be with subsidiaries of the listed customers.

We use the term “twenty-foot equivalent unit,” or TEU, the international standard measure of containers, in describing the capacity of our containerships, which are also referred to as “our vessels”. We identify the classes of our vessels by the approximate average TEU capacity of the vessels in each class. However, the actual TEU capacity of a vessel may differ from the approximate average TEU capacity of the vessels in such vessel’s class.

We use the term “megawatts”, representing a unit of energy, to describe the power generation capacity of our power assets. The actual megawatts that can be generated from our power assets, individually or in aggregate may differ from the approximate amount disclosed.

We also use a variety of operational terms and concepts in this Annual Report. These include the following:

Annual Survey. The inspection of a vessel pursuant to international conventions, by a classification society surveyor, on behalf of the flag state, that takes place every year.

Bareboat Charter. A charter of a vessel under which the shipowner is usually paid a fixed amount for a certain period of time during which the charterer is responsible for the vessel operating expenses, including crewing, and voyage expenses of the vessel and for the management of the vessel. A bareboat charter is also known as a “demise charter” or a “time charter by demise.”

Bunkers. Heavy fuel and diesel oil used to power a vessel’s engines.

Charter. The hire of a vessel for a specified period of time or a particular voyage to carry a cargo from a loading port to a discharging port. The contract for a charter is commonly called a charterparty.

Charterer. The party that charters a vessel.

Charter hire. A sum of money paid to the shipowner by a charterer for the use of a ship.

Classification society. An independent organization that certifies that a vessel has been built and maintained according to the organization’s rules for that type of vessel and complies with the applicable rules and regulations of the flag state and the international conventions of which that country is a member. A vessel that receives its certification is referred to as being “in-class.”

Dry-docking. The removal of a vessel from the water for inspection and, if needed, repair of those parts of a vessel that are below the water line. During dry-dockings, which are required to be carried out periodically, certain mandatory classification society inspections are carried out and relevant certifications are issued. Dry-dockings for containerships are generally required once every five years, which must be a “special survey.”

Flag State. The country of a vessel’s registry.

Hire rate. The payment to the shipowner from the charterer for the use of the vessel.

Hull. Shell or body of a vessel.

IMO. International Maritime Organization, a United Nations agency that issues international standards for shipping.

Intermediate survey. The inspection of a vessel by a classification society surveyor that takes place 24 to 36 months after each “special survey.”

Megawatts. A unit of energy generated by power assets.

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Newbuilding. A new ship under construction or just completed.

Off-charter. The period in which a vessel is not in service under a time charter and, accordingly, we do not receive hire.

Off-hire. The period in which a vessel is not available for service under a time charter and, accordingly, the charterer generally is not required to pay the hire rate. Off-hire periods can include days spent on repairs, dry-docking and surveys, whether or not scheduled. For all other assets, the period in which the asset is not available for service under a lease agreement.

On-hire. The period in which an asset is available for service under a lease agreement.

Protection and indemnity insurance. Insurance obtained through a mutual association formed by shipowners to provide liability indemnification protection from various liabilities to which they are exposed in the course of their business, and which spreads the liability costs of each member by requiring contribution by all members in the event of a loss.

Scrapping. The sale of a ship as scrap metal.

Ship operating expense. The costs of operating a vessel, primarily consisting of crew wages and associated costs, insurance premiums, management fee, lubricants and spare parts, and repair and maintenance costs. Ship operating expenses exclude fuel cost, port expenses, agents’ fees, canal dues and extra war risk insurance, as well as commissions, which are included in “voyage expenses.”

Special survey. The inspection of a vessel by a classification society surveyor that takes place every five years, as part of the recertification of the vessel by a classification society.

Spot market. The market for immediate chartering of a vessel, usually for single voyages.

TEU. Twenty-foot equivalent unit, the international standard measure for containers and containership capacity.

Time charter. A charter under which the shipowner hires out a vessel for a specified period of time. The shipowner is responsible for providing the crew and paying vessel operating expenses, while the charterer is responsible for paying the voyage expenses and additional voyage insurance. The shipowner is paid the hire rate, which accrues on a daily basis.

Voyage expenses. Expenses incurred due to a ship’s traveling from a loading port to a discharging port, such as fuel (bunkers) cost, port expenses, agents’ fees, canal dues, extra war risk insurance and commissions.

Vessel operating expenses. The costs of operating a vessel, primarily consisting of crew wages and associated costs, insurance premiums, management fees, lubricants and spare parts, and repair and maintenance costs.

We use the term “Notes” to refer, collectively, to the 3.75% exchangeable senior notes due 2025 (the “Exchangeable Notes”), the 6.5% senior unsecured sustainability-linked bonds due 2024 (the “2024 NOK Bonds”), the 6.5% senior unsecured sustainability-linked bonds due 2026 (the “2026 NOK Bonds” and together with the 2024 NOK Bonds, the “NOK Bonds”), the sustainability-linked senior secured notes (the “Senior Secured Notes”) and the blue transition 5.5% senior unsecured notes due 2029 (the “5.5% 2029 Notes”), in each case issued by Seaspan, as well as the 7.125% senior unsecured notes due 2027 of Atlas (the “Atlas 7.125% Notes”).

Until May 2021, Seaspan also had outstanding, 7.125% senior unsecured notes due 2027 (the “Seaspan 7.125% Notes”), which notes were exchanged for Atlas 7.125% Notes.

We use the term “Fairfax Notes” to refer, collectively, to our 5.50% senior notes due 2025 (the “2025 Fairfax Notes”), 5.50% senior notes due 2026 (the “2026 Fairfax Notes”) and 5.50% senior notes due 2027 (the “2027 Fairfax Notes”), which were held by certain affiliates of Fairfax Financial Holdings Limited (“Fairfax”). None of the Fairfax Notes were outstanding as of December 31, 2021.

Item 1.    Identity of Directors, Senior Management and Advisors

Not applicable.

Item 2.    Offer Statistics and Expected Timetable

Not applicable.

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Item 3.    Key Information

A.[Reserved]

B.Capitalization and Indebtedness

Not applicable.

C.Reasons for the Offer and Use of Proceeds

Not applicable.

D.Risk Factors

Some of the following risks relate principally to our businesses and our business strategy. Other risks relate principally to regulation, our indebtedness and to ownership of our securities. The occurrence of any of the events described in this section could significantly and negatively affect our business, financial condition, operating results, ability to pay dividends on our shares, ability to redeem our preferred shares or the trading price of our shares.

Summary of Risk Factors

The following is a summary of some of the principal risks we face. The list below is not exhaustive, and investors should read this “Risk Factors” section in full.

Risk relating to our business as a whole

•We expect acquisitions of new assets and lines of business to be a significant part of our growth strategy. Our acquisition will involve numerous risks and if we are unable to identify suitable acquisition candidates or successfully integrate the businesses or assets we acquire, our growth strategy may not succeed.

•We depend on our key personnel and changes in our management team may adversely affect our operations.

Risks related to the Pending Merger

•The Merger Agreement is subject to a number of closing conditions, some of which are outside of our control, and, if these conditions are not satisfied or waived, the Merger Agreement may be terminated and the Merger may not be consummated.

•We will incur significant transaction and merger-related costs in connection with the Merger, which may be in excess of those anticipated by us.

•We will be subject to business uncertainties while the Merger is pending, which could adversely affect our business.

•Until the consummation of the Merger or the termination of the Merger Agreement, we are prohibited from entering into certain transactions and taking certain actions without the consent of Poseidon Acquisition Corp. (“Poseidon”), some of which might otherwise be beneficial to the Company and its shareholders.

Risks related to our containership business

•We derive our charter revenue from a limited number of customers, and the loss of any one customer or the long-term charters we have with them, further increases in the number of vessels on short-term charter or any material decrease in payments under our customer contracts could materially harm our business.

•The profitability and growth of our containership business is subject to world and regional demand for containership chartering, which is impacted by factors outside our control, including developments in international trade, regulatory developments, geopolitical conflicts and pandemics.

•If a more active short-term or spot containership market develops, we may have more difficulty entering into long-term, fixed-rate time charters and our existing customers may begin to pressure us to reduce charter rates.

•The business and activity levels of our charterers, shipbuilders and third parties with which we do business and their respective abilities to fulfill their obligations under agreements with us may be hindered by any deterioration in the shipping industry, credit markets or other negative developments.

•We will be required to make substantial capital expenditures to acquire additional containerships, which may increase financial leverage, dilute our equity holders’ interests or decrease our ability to redeem or pay

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dividends on our preferred shares. Delays in deliveries of our newbuild containerships could materially harm our business and, results of operations.

•We may be unable to attract and retain qualified, skilled crew necessary to operate our vessels.

•We must make substantial capital expenditures over the long-term to preserve the operating capacity of our fleet, and such expenditures are likely to increase as our fleet ages.

•Our business may continue to be negatively impacted by heightened inflation.

Risks related to our power generation business

•Our competitive position, revenues and asset values could be adversely affected by changes in technology, prices, industry standards, environmental regulation and other factors.

•The delivery of our power generation solutions to our customers and our performance under our customer contracts may be adversely affected by problems related to our reliance on third-party contractors and suppliers.

•If we fail to maintain safe work environments at our power plants or cause any damage, we could be exposed to significant financial losses, as well as civil and criminal liabilities.

•Unauthorized use of our proprietary technology by third parties may reduce the value of our power generation services and brand, and impair our ability to compete effectively.

Legal, regulatory and litigation risks

•We are subject to potential claims and litigation from customers, suppliers, and third parties. We may also bring litigation against others. Such disputes can be costly, time-consuming and result in adverse outcomes.

•Failure to comply with applicable anti-bribery and corruption or economic sanctions and trade embargo laws and regulations could have a material adverse effect on our business.

•Our business is subject to extensive governmental regulation, including environmental, in a number of different jurisdictions, and our inability to comply with applicable regulations or requirements may have a negative impact on our business. We are also exposed to risks more prevalent in emerging markets and in China.

Risks related to tax

•We intend that our business be conducted and operated in a manner that minimizes income taxes imposed upon us; however, there is a risk that we will be subject to additional income tax in one or more jurisdictions.

Risks related to our status as a non-U.S. company

•Because Atlas and Seaspan are organized under the laws of the Republic of the Marshall Islands (which does not have a well-developed body of corporate law), and our principal executive offices and most of our assets are located outside the United States, it may be difficult to serve us with legal process and enforce judgments against Atlas, Seaspan or their respective directors or management, and the applicable law and outcome of any bankruptcy proceedings may be difficult to predict.

•Atlas is a “foreign private issuer” under the NYSE rules and as such, you may not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements.

Risks related to financing and indebtedness

•We have substantial debt, which may limit our flexibility to pursue other business opportunities. We may not have sufficient cash flow from operations or otherwise to timely pay, or to refinance, amounts owed under such debt.

•Disruptions in global capital markets and economic conditions or changes in lending practices may harm our ability to obtain financing on acceptable terms, which could hinder or prevent us from meeting our capital needs. Exposure to interest rate fluctuations may result in fluctuations in our results of operations and financial condition.

•Charterparty-related defaults under certain of our secured credit facilities and vessel lease and other financing arrangements could permit the counterparties thereto to accelerate our obligations and terminate such facilities or leases, which could materially adversely affect our financial condition.

Risks related to an investment in our securities

•Fairfax has significant influence over our policies and business.

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•We may not have sufficient cash from our operations to pay dividends on our shares or redeem our preferred shares. The amount of cash we use to declare dividends and redeem our preferred shares is also subject to the discretion of our directors and the requirements of Marshall Islands law, among other factors.

General risk factors

•Disruptions and security threats to our technology systems could negatively impact our business.

•The COVID-19 pandemic has adversely affected our business, and may continue to do so in the future.

•The ongoing Russia-Ukraine Conflict has adversely affected our business, results of operations and financial condition, and may continue to do so in the future.

Risks related to our business as a whole

Acquisitions of new assets and lines of business have formed a significant part of our growth strategy in the past and are expected to continue to do so. If we are unable to identify suitable acquisition candidates or successfully integrate the businesses or assets we acquire, our growth strategy may not succeed.

We intend to seek acquisition opportunities both to expand into new lines of business and to enhance our position in our existing lines of business. This may entail the acquisition of new businesses, assets to contribute to our existing lines of business, including new or secondhand vessels and power generation assets, or both. However, our ability to do so will depend on a number of factors, including our ability to:

•obtain debt or equity financing that we may need to complete proposed acquisitions;

•identify suitable acquisition candidates;

•negotiate appropriate acquisition terms; and

•complete the proposed acquisitions.

If we fail to achieve any of these steps, our growth strategy may not be successful, which could materially harm our business, results of operations and financial condition.

Acquisitions involve numerous risks, including risks related to integration, and we may not realize the anticipated benefits of our acquisitions. Acquisitions may also result in significant integration costs and expose us to significant unanticipated liabilities.

Acquisitions involve numerous risks, potential difficulties in the assimilation of the operations, systems, controls, technologies, personnel, services and products of an acquired company, the potential loss of key employees, customers and distributors of an acquired company and the diversion of our management’s attention from other business concerns. We may not accurately anticipate all of the changing demands that any future acquisition may impose on our management, our operational and management information systems and our financial systems. The failure to successfully integrate acquired businesses or assets in a timely manner, or at all, could have an adverse effect on our business, financial condition and results of operations. In addition, the anticipated benefits of an acquisition may not be realized fully or at all, or may take longer to realize than we expect. For example, in connection with our acquisition of APR Energy in 2020, we have been required to record non-cash impairment charges related to goodwill, as a result of strategic repositioning contemplated subsequent to the acquisition. Integration efforts associated with our acquisitions may require significant capital and operating expense. Such expenses may include information technology integration fees, legal compliance costs, facility closure costs and other restructuring expenses. Significant unanticipated expenses associated with integration activities may materially harm our business, financial condition and results of operations. If we are not able to realize the anticipated benefits and synergies expected from our acquisitions within a reasonable time, our business, financial condition and results of operations may be materially adversely affected.

We may underestimate or fail to discover liabilities relating to acquisitions during our due diligence investigations, and we, as the successor owner of an acquired company, might be responsible for those liabilities. Such liabilities could include employment, retirement or severance-related obligations under applicable law or other benefits arrangements, legal claims, tax liabilities, warranty or similar liabilities to customers, product liabilities and personal injury claims, claims related to infringement of third party intellectual property rights, environmental liabilities and claims by or amounts owed to vendors or other third parties. The indemnification and warranty provisions in our acquisition agreements may not fully protect us from the impact of undiscovered liabilities. Indemnities or warranties are often limited in scope, amount or duration, and may not fully cover the liabilities for which they were intended. The liabilities that are not covered by the limited indemnities or warranties could have a material adverse effect on our business, financial condition and results of operations.

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We depend on our key personnel and changes in our management team may adversely affect our operations.

Over the last several years, we have experienced significant turnover and repeated changes in our senior management, as well as in the senior management of our two wholly owned subsidiaries, Seaspan and APR Energy. While we expect to engage in an orderly transition process as we integrate newly appointed personnel, we face a variety of risks and uncertainties relating to this transition, including diversion of management attention from business concerns, loss of institutional knowledge and failure to retain other key personnel. These risks and uncertainties could result in operational and administrative inefficiencies and added costs, which could adversely impact our business and results of operations.

Our future success depends to a significant extent upon our ability to identify, hire, develop, motivate and retain key personnel, including our senior management and skilled employees. Competition for highly qualified professionals is intense. If key employees depart, it could prevent or delay the implementation and completion of our strategic objectives, divert management’s attention or adversely affect our ability to manage our business effectively and, as a result, our business, results of operations and financial condition may be adversely affected.

Risks related to the Pending Merger

The Merger Agreement is subject to a number of closing conditions, some of which are outside of the parties’ control, and, if these conditions are not satisfied, the Merger Agreement may be terminated and the Merger may not be consummated.

The obligations of each of the parties to consummate the Merger are conditioned upon the satisfaction or waiver of a number of conditions. These conditions include, but are not limited to, the following: (a) the receipt of specified regulatory approvals as well as the expiration or termination of any timing agreement with a Governmental Authority (as defined in the Merger Agreement), (b) the absence of any judgment, order, law or action prohibiting, preventing, rendering illegal or enjoining the consummation of the transactions contemplated by the Merger Agreement, and (c) the obtaining of certain specified third-party consents, clearances, authorizations, approvals or waivers (including in connection with certain financing arrangements), other than to the extent that any such consents, clearances, authorizations, approvals or waivers are obviated by other actions taken by us in compliance with the terms of the Merger Agreement.

One of the required consents, clearances, authorizations or approvals is from investors with respect to the 2026 NOK Bonds, and in December 2022, Seaspan withdrew its proposal for certain amendments to the terms of the 2026 NOK Bonds that were intended to satisfy this closing condition with respect to the 2026 NOK Bonds. We are considering the method for financing any redemptions of the 2026 NOK Bonds that may occur after the consummation of the Merger, which could require a consent from Poseidon. We currently expect that, if requested, we will obtain Poseidon’s consent to such financing. If the condition is not satisfied, Poseidon will have the right to terminate the Merger Agreement.

The required satisfaction (or waiver) of the foregoing conditions could delay the completion of the Merger for a significant period of time or prevent it from occurring. Any delay in completing the Merger could result in the holders of our common shares not receiving the Merger Consideration (as defined in the Merger Agreement). Further, there can be no assurance that the conditions to the closing of the Merger will be satisfied or waived or that the Merger will be completed. Any failure to close the Merger could result in a material adverse effect on the trading price of our common shares or our business and prospects.

In addition, if the Merger has not been consummated on or before June 30, 2023, either we or Poseidon may choose to terminate the Merger Agreement; provided, that this June 30, 2023 termination date will automatically be extended by 60 days under certain circumstances. Either party may also elect to terminate the Merger Agreement in certain other circumstances, and the parties can mutually decide to terminate the Merger Agreement at any time prior to the closing of the Merger.

We will incur substantial transaction and merger-related costs in connection with the Merger, which may be in excess of those anticipated by us.

We have incurred, and will continue to incur, substantial transaction expenses in connection with the Merger Agreement and the transactions contemplated thereby, including the Merger, regardless of whether the Merger is consummated. These include our costs to obtain specified approvals and consents, including with respect to certain of our indebtedness facilities, subject to certain limitations. Furthermore, we may experience negative reactions from the financial markets, including negative impacts on the trading price of our common shares, or negative reactions from our customers or other business partners, should the Merger not be consummated.

We could also be subject to litigation related to any failure to consummate the Merger or any related action that could be brought to enforce a party’s obligations under the Merger Agreement. If such a lawsuit or other proceeding is commenced and if in any such litigation or proceeding a plaintiff is successful in obtaining a restraining order or injunction prohibiting the consummation of the Merger, then the consummation of the Merger may be delayed or may never occur.

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Even if the Merger is permitted to occur, the parties may be required to pay damages, fees or expenses in respect of claims related to the Merger Agreement or the Merger.

The foregoing risks, or other risks arising in connection with any failure to consummate the Merger, including the diversion of management attention from conducting our business and pursuing other opportunities during the pendency of the Merger, may have an adverse effect on our business, operations, financial results and our common share price.

We will be subject to business uncertainties while the Merger is pending, which could adversely affect our business.

Uncertainty about the effect of the pending Merger on our employees, industry contacts and business partners may have an adverse effect on us. For example, employee retention may be particularly challenging during the pendency of the Merger, as employees may feel uncertain about their future roles with the Company. If key management, technical or other employees depart because of issues relating to this uncertainty, we could experience adverse disruption in our business.

In addition, it is possible that some customers, suppliers and other persons with whom we have business relationships may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationship with us, which could negatively affect our business and operations, as well as the trading price of our common shares, regardless of whether the Merger is consummated

Until the consummation of the Merger or the termination of the Merger Agreement in accordance with its terms, we are prohibited from entering into certain transactions and taking certain actions without the consent of Poseidon, some of which might otherwise be beneficial to us and our shareholders.

Until the effective time of the Merger or the termination of the Merger Agreement in accordance with its terms, the Merger Agreement restricts us from taking specified actions without the consent of Poseidon, and requires us to use commercially reasonable efforts to preserve in all material respects our relationships with any customers, suppliers and any other persons with which we have material business relations. These restrictions may limit our ability to make appropriate business changes, respond effectively to competitive pressures and industry developments or pursue attractive business opportunities that may arise prior to the consummation of the Merger.

Risks related to our containership business

We derive our charter revenue from a limited number of customers. The loss of any one customer or our long-term charters that we have with them, further increases in the number of vessels on short-term charter or any material decrease in payments under our customer contracts could materially harm our business, results of operations and financial condition.

As of December 31, 2022, we had eight customers. The following table shows the number of vessels in our operating fleet as at December 31, 2022 that were chartered to such customers and the percentage of our consolidated revenue attributable to the charters with such customers for the year ended December 31, 2022:

Customer	Number of Vessels in our Operating Fleet Chartered to Such Customer	Percentage of Total Revenue for the Year Ended December 31, 2022
CMA CGM	14	11.0	%
COSCO	25	29.9	%
Hapag-Lloyd	15	9.4	%
Maersk	19	8.8	%
MSC	11	4.5	%
ONE	26	16.3	%
Yang Ming Marine	15	15.7	%
ZIM(1)	7	4.4	%
	132	100.0	%

(1)As at December 31, 2022, Seaspan had entered into an agreement to sell a 4,250 TEU vessel, subject to closing conditions. The vessel is on charter to ZIM and the sale closed in January 2023. The vessel is classified as asset held for sale as at December 31, 2022.     

Under some circumstances, we could lose a time charter or payments under the charter if:

•the customer fails to make charter payments because of financial inability or distress, disagreements with us, defaults on a payment or otherwise;

•at the time of delivery, the vessel subject to the time charter differs in its specifications from those agreed upon under the shipbuilding contract; or

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•the customer exercises certain limited rights to terminate the charter, including (1) if the ship fails to meet certain guaranteed speed and fuel consumption requirements and we are unable to rectify the situation or otherwise reach a mutually acceptable settlement and (2) under some charters if the vessel is off-hire or unavailable for operation for certain reasons for a specified period of time or if delivery of a newbuilding vessel is delayed for a prolonged period of time.

The majority of our vessels are chartered under long-term charters, and customer payments are the source of nearly all of our operating cash flow. An over-supply of containership capacity and low freight rates have resulted in liner companies (including some of our customers) incurring losses in past business cycles. A reduction in cash flow resulting from low freight rates, a reduction in borrowing bases under reserve-based credit facilities, a limited or lack of availability of debt or equity financing, or a combination of such events, may reduce the ability of our customers to make charter payments to us. For example, in 2016, Hanjin Shipping terminated the charters for seven of our vessels after it filed for bankruptcy, resulting in lost revenues due to off-hire. If we lose one of our large liner customers due to financial distress, bankruptcy or certain other events, such circumstance could likely lead to significant reductions in our revenues, commercial disputes, receivable collection issues, and other negative consequences that could have a material adverse impact on our results of operations, financial condition and cash flows.

Further, as liner companies (including our existing customers) consolidate through merger, joint ventures or alliances, our risk relative to the concentration of our customers may increase and they may also seek to renegotiate the rates payable for the remaining terms of their charters. The loss of any of these long-term charters, further increases in the number of vessels on short-term charters or any material decrease in payments under our customer contracts could materially harm our business, results of operations and financial condition.

A decrease in the export of goods from the regions served by our customers, including that caused by the maintenance or escalation of trade protectionism, could materially harm our business.

Governments have used, and may continue to use, trade barriers in order to protect their domestic industries against foreign imports, or for other purposes. Most of our containership customers’ business revenue is derived from the shipment of goods from the Asia Pacific region, primarily China. In recent years, increased trade protectionism affecting China, as well as other markets our customers serve, has caused increases in the cost of goods exported, the length of time required to deliver goods and the risks associated with exporting goods as well as a decrease in the quantity of goods shipped.

China’s import and export of goods may continue to be negatively affected by trade protectionism, specifically the ongoing U.S.-China trade dispute, which has been characterized by escalating tariffs between the U.S. and China, and has also impacted trade relations among other countries. While a trade agreement was reached between China and the U.S. in January 2020 aimed at easing the dispute, there can be no assurance that there will not be any further escalation.

In addition, the Chinese government has implemented economic policies aimed at increasing domestic consumption of Chinese-made goods, which may have the effect of reducing the supply of goods available for export and may, in turn, result in decreased demand for cargo shipping.

A general economic downturn, either globally or affecting the Asia Pacific region, Europe, or the United States specifically, could also have the effect of reducing the supply of Chinese-made goods available for export or the demand for such goods.

Any reduction in or hindrance to the output of China-based exporters, whether the result of tariffs, other government policies, or other factors, could negatively our customers’ business, and in turn could materially harm our business, results of operations and financial condition.

On January 31, 2020, following an affirmative vote by national referendum, the United Kingdom (the “U.K.”) withdrew from the European Union (the “EU”), an event commonly referred to as “Brexit.” In December 2020, the EU and the U.K. agreed a trade deal, which went into effect on January 1, 2021. While the trade agreement provides for tariff-free trade in goods and limited mutual market access in services, some specifics of the deal related to financial services have not been agreed upon. Additionally, the end of free movement could significantly disrupt the exchange of people and services between the U.K. and the EU, resulting in the imposition of impediments to trade.

Any increased trade barriers or restrictions on global trade resulting from Brexit could harm our customers’ business and in turn could materially harm our business, results of operations and financial condition.

The profitability and growth of our containership business is subject to world and regional demand for containership chartering.

The container shipping industry is both dynamic and volatile in terms of charter hire rates and profitability. Containership charter rates have fluctuated significantly in the past and are expected to continue to fluctuate in the future.

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Fluctuations in containership charter rates result from changes in the supply and demand for vessel capacity, which are driven by global fleet capacity and utilization and changes in the supply and demand for the major products internationally transported by containerships. The factors affecting the supply and demand for containerships are outside of our control, and the nature, timing and degree of changes in industry conditions are largely unpredictable.

Factors that influence demand for containership capacity include, among others:

•supply and demand for products suitable for shipping in containers;

•changes in global production of products transported by containerships;

•seaborne and other transportation patterns, including the distances over which container cargoes are transported;

•global and regional economic and political conditions, including the COVID-19 pandemic and the Russia-Ukraine Conflict;

•developments in international trade; and

•environmental and other regulatory developments.

Factors that influence the supply of containership capacity include, among others:

•the number of vessels that are out of service;

•the number of newbuilding orders and deliveries;

•the extent of newbuilding vessel deferrals;

•the scrapping rate of containerships;

•newbuilding prices and access to capital;

•charter rates and the price of steel and other raw materials;

•changes in environmental and other regulations that may limit the useful life of containerships;

•the number of containerships that are slow-steaming or extra slow-steaming to conserve fuel; and

•port and canal infrastructure and congestion.

Our ability to recharter our containerships upon the expiration or termination of their current time charters and the charter rates under any renewal or replacement charters will depend upon, among other things, the then current state of the containership market. If charter rates are low when our existing time charters expire, we may not be able to recharter our vessels at profitable rates or at all, which could materially harm our business, results of operations and financial condition.

Containership values and charter rates may fluctuate substantially over time.

Containership values can fluctuate substantially over time due to a number of different factors, including, but not limited to:

•prevailing economic conditions in the market in which the containership trades;

•a substantial or extended decline in world trade;

•increases or decreases in containership capacity; and

•the cost of retrofitting or modifying existing ships, as a result of technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, or otherwise.

If a charter terminates, we may be unable to re-deploy the vessel at attractive rates, or at all, and rather than continue to incur costs to maintain and finance the vessel, may seek to dispose of it. Our inability to dispose of the containership at a reasonable price, or at all, could result in a loss on its sale. As of December 31, 2022, we have two vessels coming off charter in 2023. For our vessels that are or will be off-charter, there is no assurance that replacement charters will be secured and if secured, at what rates or for what duration. If replacement charters are not secured on satisfactory terms, it could materially harm our business, results of operations, financial condition and ability to pay dividends on our equity securities.

If a more active short-term or spot containership market develops, we may have more difficulty entering into long-term, fixed-rate time charters and our existing customers may begin to pressure us to reduce charter rates.

One of the principal strategies of our containership business is to enter into long-term, fixed-rate time charters. As more vessels become available for the short-term or spot market, we may have difficulty entering into additional long-term,

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fixed-rate time charters for our vessels due to the increased supply of vessels. As a result, our cash flow may be subject to instability in the long-term.

A more active short-term or spot containership market may require us to enter into charters based on changing market prices, as opposed to contracts based on a long-term, fixed-rate, which could result in a decrease in our cash flow in periods when the market price for containerships is depressed or insufficient funds are available to cover our financing costs for related vessels. In addition, the development of an active short-term or spot containership market could affect rates under our existing time charters as our current customers may begin to pressure us to reduce our rates. Besides the risk of charter rate fluctuations, there is also the inherent risks of lost revenue due to idling vessels and/or additional mobilization costs in between short-term charters. This variability in our cash flow and earnings could materially harm our business, results of operations and financial condition.

The business and activity levels of shipbuilders and other third parties with which we do business, and their respective abilities to fulfill their obligations under agreements with us, may be hindered by any deterioration in the shipping industry, credit markets or other negative developments.

Shipbuilders that we engage to construct newbuild vessels may be affected by future instability of the financial markets and other market conditions or developments, including the fluctuating price of commodities and currency exchange rates and global disruptions to markets, supply chains and shipbuilders' operations, such as those caused by COVID-19 and the current Russia-Ukraine Conflict. In addition, the refund guarantors under shipbuilding contracts (which are banks, financial institutions and other credit agencies that guarantee, under certain circumstances, the repayment of installment payments we make to the shipbuilders) may also be negatively affected by adverse market conditions and, as a result, may be unable or unwilling to meet their obligations due to their own financial condition. If our shipbuilders or refund guarantors are unable or unwilling to meet their obligations to us, this could materially harm our business, results of operations and financial condition.

Damage to our reputation or industry relationships within the containership industry could harm our business.

Our operational success and our ability to grow within the containership industry depends significantly upon our performance of technical services (including vessel maintenance, crewing, purchasing, shipyard supervision, insurance, assistance with regulatory compliance and financial services). Our business will be harmed if we fail to perform these services. For example, a vessel could go off hire, which could in turn impact our customers’ ability to perform their contractual obligations to cargo interests or other third parties. Our ability to compete for and to enter into new charters and expand our relationships with our customers depends upon our reputation and relationships in the shipping industry. If we suffer material damage to our reputation or relationships, it may harm our ability to, among other things:

•renew existing charters upon their expiration;

•obtain new charters;

•successfully interact with shipyards;

•dispose of vessels on commercially acceptable terms;

•obtain financing on commercially acceptable terms;

•maintain satisfactory relationships with our customers and suppliers; or

•grow our business.

If our ability to do any of the things described above is impaired, it could materially harm our business, results of operations and financial condition.

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The containership industry is highly competitive, and we may not be able to expand relationships with existing customers, establish relationships with new customers and obtain new time charters.

The process of obtaining new time charters is highly competitive and generally involves an intensive screening process and competitive bids, and often extends for several months in regard to newbuilding containerships. Containership charters are awarded based upon a variety of factors relating to the vessel operator, including, among others:

•shipping industry relationships and reputation for customer service and safety;

•container shipping experience and quality of ship operations, including cost effectiveness;

•quality and experience of seafaring crew;

•the ability to finance containerships at competitive rates and the shipowner’s financial stability generally;

•relationships with shipyards and the ability to get suitable berths when needed;

•construction management experience, including the ability to obtain on-time delivery of new ships according to customer specifications;

•willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for force majeure events; and

•competitiveness of the bid in terms of overall price.

Competition for providing new containerships for chartering purposes comes from a number of experienced shipping companies, including direct competition from other independent charter owners and indirect competition from state-sponsored and other major entities with their own or leased fleets. Some of our peers have significantly greater financial resources than we do and may be able to offer better charter rates. Some of our peers have entered into joint ventures to charter their containerships, and may be able to better satisfy customer demands. An increasing number of marine transportation companies have entered the containership sector, including many with strong brand recognition and extensive resources and experience in the marine transportation industry. This increased competition may cause greater price competition for time charters. As a result of these factors, we may be unable to expand our relationships with existing customers or develop relationships with new customers in order to secure charters on a profitable basis, if at all, which could materially harm our business, results of operations and financial condition. These risks will be heightened to the extent that we enter into newbuilding or other vessel acquisition contracts prior to entering into charters for such vessels.

We will be required to make substantial capital expenditures to complete the acquisition of our newbuilding containerships and any additional vessels we acquire in the future, which may result in increased financial leverage or dilution of our equity holders’ interests or decreased ability to redeem our preferred shares.

As at December 31, 2022, we had contracted to purchase 58 newbuild containerships with scheduled delivery dates through 2024. The total purchase price of the 58 containerships is estimated to be approximately $6.1 billion and while we have secured financing for all such acquisitions, not all of these financings are available prior to delivery. Further, we may add to our newbuild program. The acquisition of additional newbuild or existing containerships or businesses will require significant additional capital expenditures.

To fund existing and future capital expenditures, we intend to use cash from operations, incur borrowings, draw on existing sale-leaseback or other financing arrangements, or use a combination of these methods. Use of cash from operations may reduce cash available to pay dividends to our shareholders, including holders of our preferred shares, or to redeem our preferred shares. Incurring additional debt may significantly increase our interest expense and financial leverage, and under certain of our debt facilities there are maximum loan to value ratios at time of advance that may restrict our ability to borrow. Our ability to obtain or access bank financing for future debt may be limited by our financial condition at the time of any such financing and covenants in our credit facilities, as well as by adverse market conditions. To the extent that we enter into newbuilding or other vessel acquisition contracts prior to entering into charters for such vessels, our ability to obtain new financing for such vessels may be limited and we may be required to fund all or a portion of the cost of such acquisitions with our existing capital resources. Our failure to obtain funds for our capital expenditures at attractive rates, if at all, could materially harm our business, results of operations and financial condition.

Delays in deliveries of our newbuilding containerships could materially harm our business, results of operations and financial condition.

The delivery of the containerships we have ordered, or any other containerships we may order, could be delayed, which would delay our receipt of revenue under the charters for the containerships and, if the delay is prolonged, could permit our customers to terminate the newbuilding containership charter. The occurrence of any of such events could materially harm our business, results of operations and financial condition.

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The delivery of the containerships could be delayed because of:

•work stoppages or other labor disturbances that disrupt any of the shipyards’ operations;

•quality or engineering problems;

•changes in governmental regulations or maritime self-regulatory organization standards;

•bankruptcy or other financial crisis of any of the shipyards;

•a backlog of orders at any of the shipyards;

•hostilities, or political or economic disturbances in South Korea or China, where the containerships are being built;

•weather interference or catastrophic event, such as a major earthquake, fire or tsunami;

•disruptions due to an outbreak of disease, including COVID-19;

•our requests for changes to the original containership specifications;

•shortages of or delays in the receipt of necessary construction materials, such as steel, or key parts that are supplied by third parties to the shipyard, such as engines;

•our inability to obtain requisite permits or approvals;

•a dispute with any of the shipyards;

•our failure to obtain financing for the vessels, or any failure of our banks to provide debt financing; or

•a disruption to the financial markets.

In addition, each of the shipbuilding contracts for our newbuilding containerships contains “force majeure” provisions whereby the occurrence of certain events could delay delivery or possibly result in termination of the contract. If delivery of a containership is materially delayed or if a shipbuilding contract is terminated, it could materially harm our business, results of operations and financial condition.

Because each existing and newbuilding vessel in our contracted fleet is or will be built in accordance with standard designs and uniform in all material respects to other vessels in its class, any material design defect likely will affect all vessels in such class.

Each existing and newbuilding vessel in our fleet is built, or will be built, in accordance with standard designs and uniform in all material respects to other vessels in its class. As a result, any latent design defect discovered in one of our vessels will likely affect all of our other vessels in that class. For certain newbuild vessels, including the two 24,000 TEU class containerships and the LNG dual fuel containerships, this is the first time we are commissioning vessels of this size or specification, and therefore may be more susceptible to additional design and operational challenges. Any disruptions in the operation of our vessels resulting from these defects, and particularly if such disruptions would constitute grounds for a customer to cancel or terminate a charter, could materially harm our business, results of operations and financial condition.

Excess supply of global containership capacity may limit our ability to operate our vessels profitably.

While the size of the containership order book has declined from the historic highs reached in mid-2008, as of February 1, 2023, newbuilding containerships representing approximately 29.5% of the existing global fleet capacity as of that date were under construction. Notwithstanding that some orders may be cancelled or delayed, the size of the orderbook may result in an increase in the size of the world containership fleet over the next few years. If it does, it may lead to a reduction in charter rates or prolong the period during which low charter rates prevail, which in turn may mean that upon the expiration or termination of our containerships’ current time charters, we may only be able to recharter our containerships at unprofitable rates, if at all. Until such capacity is fully absorbed by the container shipping market, the industry will continue to experience downward pressure on freight rates and such prolonged pressure could have a material adverse effect on our financial condition, results of operations and liquidity.

We may be unable to attract and retain qualified, skilled crew necessary to operate our vessels or may pay rising crew and other vessel operating costs.

Acquiring and renewing long-term time charters with leading liner companies depends on a number of factors, including our ability to man our containerships with suitably experienced, high-quality masters, officers and crews. Our success will depend in large part on our ability to attract, hire, train and retain highly skilled and qualified personnel. In recent years, the limited supply of and the increased demand for well-qualified crew, due to the increase in the size of the global shipping fleet, has created upward pressure on crewing costs, which we bear under our time charters. Changing

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conditions in the home country of our seafarers, such as increases in the local general living standards, changes in taxation or military conflict such as the current Russia-Ukraine Conflict (Ukrainian seafarers representing approximately 13% of our 2,780 seafarers presently onboard our vessels), may make serving at sea less appealing or impossible and thus further reduce the supply of crew and/or increase the cost of hiring competent crew. The challenges experienced by seafarers and shipping companies during the COVID-19 pandemic have also led many seafarers to seek employment ashore. Unless we are able to increase our hire rates to compensate for increases in crew costs and other vessel operating costs such as insurance, repairs and maintenance, and lubricants, our business, results of operations, financial condition and our profitability may be adversely affected. In addition, any inability we experience in the future to attract, hire, train and retain a sufficient number of qualified employees could impair our ability to manage, maintain and grow our containership business. We have contracted to purchase 58 newbuild containerships, for which we will need to recruit approximately 1,700 crew. If we cannot attract and retain sufficient numbers of quality onboard seafaring personnel, our fleet utilization will decrease, which could also have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our stockholders.

Increased technological innovation in competing vessels could reduce our charter hire rates and the value of our vessels.

The charter rates and the value and operational life of a vessel are determined by a number of factors, including the vessel’s efficiency, operational flexibility and physical life. Efficiency includes speed, fuel economy and the ability to be loaded and unloaded quickly. Flexibility includes the ability to enter harbors, utilize related docking facilities and pass through canals and straits. Physical life is related to the original design and construction, maintenance and the impact of the stress of operations. If new ship designs currently promoted by shipyards as being more fuel efficient perform as promoted, or if new containerships are built in the future that are more efficient or flexible or have longer physical lives than our vessels, competition from these more technologically advanced containerships could adversely affect the amount of charter hire payments we receive for our vessels once their initial charters end and the resale value of our vessels. As a result, our business, results of operations and financial condition could be materially harmed.

Risks inherent in the operation of ocean-going vessels could materially harm our reputation, business, results of operation and financial condition.

The operation of ocean-going vessels carries inherent risks, including dangers associated with potential marine disasters, environmental accidents, collisions, cargo and property losses or damage, and business interruptions caused by mechanical failure, human error, war, terrorism, political action in various countries, labor strikes or adverse weather conditions. Such occurrences could result in death or injury to persons, loss of property or environmental damage, delays in the delivery of cargo, loss of revenue from or termination of charter contracts, governmental fines, penalties or restrictions on conducting business, higher insurance rates, and damage to our reputation and customer relationships generally. The involvement of our vessels in an environmental disaster could harm our reputation as a safe and reliable vessel owner and operator. Any of these circumstances or events could materially harm our business, results of operations and financial condition.

Piracy is an inherent risk in the operation of ocean-going vessels and has historically affected vessels trading in certain regions of the world. We may not be adequately insured to cover losses from these incidents, which could materially harm our business, results of operations and financial condition. In addition, crew costs, including for employing onboard security guards, could increase in such circumstances. Any of these events, or the loss of use of a vessel due to piracy, may harm our customers, impairing their ability to make payments to us under our charters, which could materially harm our business, results of operations and financial condition.

We expect that our vessels will call in ports in South America and other areas where smugglers attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. To the extent our vessels are found with contraband, whether inside or attached to the hull of our vessel and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims, which could have an adverse effect on our business, results of operations and financial condition.

We maintain insurance for our fleet against risks commonly insured against by vessel owners and operators, including hull and machinery insurance, war risks insurance and protection and indemnity insurance (which includes environmental damage and pollution insurance). Although we seek to obtain appropriate insurance coverage, we cannot guarantee that such insurance coverage is, or will be, sufficient to cover all of the possible losses that would normally be covered by such policies. If we were to incur a serious uninsured loss, the resulting costs could have a material adverse effect on our business, financial condition and results of operations. Furthermore, we do not carry loss-of-hire insurance, which covers the loss of revenue during extended vessel off-hire periods, such as those that occur during an unscheduled dry-docking due to damage to the vessel from accidents. Accordingly, any loss of a vessel or extended vessel off-hire, due to an accident or otherwise, could materially harm our business, results of operations and financial condition.

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Over the long-term, we will be required to make substantial capital expenditures to preserve the operating capacity of our fleet.

We must make substantial capital expenditures over the long-term to preserve the operating capacity of our fleet, including to, among other things, meet future environmental regulatory standards. If we do not retain funds in our business in amounts necessary to preserve the operating capacity of our fleet, over the long-term, our fleet and related charter revenues may diminish, and we will not be able to continue to refinance our indebtedness. As our fleet ages, we will likely need to retain additional funds, on an annual basis, to provide reasonable assurance of maintaining the operating capacity of our fleet over the long-term. To the extent we use or retain available funds to make capital expenditures to preserve the operating capacity of our fleet, there will be less funds available to pay interest and principal on our Notes, pay dividends on our equity securities or redeem our preferred shares.

The aging of our fleet may result in increased operating costs in the future, which could adversely affect our earnings.

In general, the cost of maintaining a vessel in good operating condition increases with the age of the vessel. Our current operating fleet of 132 containerships as of March 1, 2023, had an average age (weighted by TEU capacity) of eight years. As our fleet ages, we may incur increased costs. Older vessels may require longer and more extensive dry-dockings, resulting in more off-hire days and reduced revenue. Older vessels are typically less fuel efficient and more costly to maintain than more recently constructed vessels due to improvements in engine technology. In addition, older vessels are often less desirable to charterers. Governmental regulations, including emissions reductions initiatives, and safety or other equipment standards related to the age of a vessel may also require expenditures for alterations or the addition of new equipment to our vessels and may restrict the type of activities in which our containerships may engage.

We cannot assure you that, as our vessels age and environmental regulations continue to tighten, market conditions will justify such expenditures or will enable us to profitably operate our older vessels.

Our vessels’ mortgagees or other maritime claimants could arrest our vessels, which could interrupt our charterers’ or our cash flow.

If we default under our credit facilities that are secured by mortgages on our vessels, the lenders that hold those mortgages could arrest some or all of the vessels encumbered by those mortgages and cause them to be sold. We would not receive any proceeds of such sales unless all amounts outstanding under such indebtedness had been repaid in full. In addition, crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against the applicable vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lienholder may enforce its lien by arresting a vessel through foreclosure proceedings. In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel that is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. Claimants could try to assert “sister ship” liability against one vessel in our fleet for claims relating to another of our ships. The arrest or attachment of one or more of our vessels could interrupt our charterers’ or our business and cash flow and require the charterers or us or our insurance to pay significant amounts to have the arrest lifted, which could materially harm our business, results of operations and financial condition.

Our business may continue to be negatively impacted by inflation

Continued or increased inflation may have a negative impact on our business. Current and future inflationary effects may be driven by, among other things, the COVID-19 pandemic, supply chain disruptions, governmental stimulus or fiscal policies and the Russia-Ukraine Conflict.

As a result of the heightened inflation experienced in 2022, we have incurred higher vessel operation expenses (including higher crewing cost and victualling budget) and higher cost of steel used for dry-docking. To curtail sustained levels of high inflation, the Federal Reserve in the United States and central banks in other countries have raised, and may continue to raise, interest rates, which in turn caused, and may continue to cause, the interest expenses on our debt to increase. In an inflationary environment, our cost of capital, labor and materials may increase further and the purchasing power of our cash resources may decline.

In addition, while we have engaged shipbuilders to construct newbuild vessels at predetermined prices, the businesses of our shipbuilders have also been adversely impacted by heightened inflation. This has resulted in and may continue to result in renegotiations for additional costs for the construction of our newbuild vessels. If our shipbuilders are unable or unwilling to meet their obligations to us, this could materially harm our business, results of operations and financial condition.

All of the above-mentioned factors have had and could continue to have a negative impact on our business, financial position, results of operations and profitability.

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To the extent inflation adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

Risks related to our power generation business

Our competitive position, revenues and asset values could be adversely affected by changes in technology, prices, industry standards, environmental regulation and other factors.

The markets in which we operate change rapidly because of technological innovations and changes in prices, industry standards, environmental and other regulations, customer requirements (including demand for more environmentally friendly solutions), product introductions and the economic environment. New technology or changes in industry, regulations and customer requirements may render our existing power generation solutions obsolete, excessively costly or otherwise unmarketable. As a result, we must continuously enhance the efficiency and reliability of our existing technologies and seek to develop new technologies to remain at the forefront of industry standards and customer requirements. If we are unable to introduce and integrate new technologies into our power generation solutions in a timely and cost-effective manner, our competitive position will suffer and our prospects for growth will be impaired.

Further, if technological advances render our existing power generation assets obsolete or otherwise unmarketable, competition from third parties offering more technologically advanced solutions could adversely affect our ability to extend or secure new power purchase contracts and the resale value of our assets. As a result, our business, reputation, results of operations and financial condition could be materially harmed.

The delivery of our power generation solutions to our customers and our performance under our customer contracts may be adversely affected by problems related to our reliance on third-party contractors and suppliers.

Our customer contracts require services, equipment or software which we subcontract to or source from third parties. The delivery of products or services which are not in compliance with the requirements of the subcontract, or the late supply of products and services, can cause us to be in default under our customer contracts. To the extent we are not able to transfer all of the risk or be fully indemnified by third-party contractors and suppliers, we may be subject to claims by our customers as a result of problems caused by a third party that could have a material adverse impact on our reputation, business, results of operations and financial condition.

Power plants are inherently dangerous workplaces at which hazardous materials are handled. If we fail to maintain safe work environments or cause any damage, we could be exposed to significant financial losses, as well as civil and criminal liabilities.

Our installation, construction, commissioning, operation, maintenance and dismantling activities in connection with the delivery of our power generation solutions to customers often put our employees and others in close proximity with large pieces of mechanized equipment, moving vehicles, manufacturing or industrial processes, high voltage electric current and heat or liquids stored under pressure. On most projects and at most facilities, we are responsible for safety and, accordingly, must implement safe practices and safety procedures. If we fail to design and implement such practices and procedures or if the practices and procedures we implement are ineffective, our employees and others may become injured and our and others’ property may become damaged. Unsafe work sites also have the potential to increase employee turnover, increase the cost of a project to our customers or the operation of a facility, and raise our operating costs. Any of the foregoing could result in financial losses, which could have a material adverse impact on our business, reputation, financial condition and results of operations.

In addition, our activities in connection with the delivery of our power generation solutions can involve the handling of hazardous and other highly regulated materials, which, if improperly handled or disposed of, could subject us to cleanup obligations as well as civil and criminal liabilities. We are also subject to regulations dealing with occupational health and safety. We maintain functional groups whose primary purpose is to ensure we implement effective health, safety and environmentally compliant work procedures throughout our organization, including construction sites and maintenance sites, the failure to comply with such regulations could subject us to liability. In addition, we may incur liability based on allegations of injury, illness or disease resulting from exposure of employees or other persons to hazardous materials that we handle or are present in our workplaces.

We believe that our safety record is critical to our reputation. Many of our customers require that we meet certain safety criteria to be eligible to bid for contracts, and certain contracts provide for automatic termination or forfeiture of some, or all, of its contract fees or profit in the event it fails to meet certain measures. As a result, our failure to maintain adequate safety standards could result in reduced profitability or the loss of projects or clients and could have a material adverse impact on our business, reputation, financial condition and results of operations.

Unauthorized use of our proprietary technology by third parties may reduce the value of our power generation services and brand, and impair our ability to compete effectively.

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Our power generation business relies on a combination of trade secret and intellectual property laws, non-disclosure and other contractual agreements and technical measures to protect our proprietary rights. These measures may not be sufficient to protect our technology from third-party infringement and, notwithstanding any remedies available, could subject us to increased competition or cause us to lose market share. In addition, these measures may not protect us from the claims of employees and other third parties. We also face risks with respect to the protection of our proprietary technology because the markets where our services are sold include jurisdictions that provide less protection for intellectual property than is provided under the laws of the United States or the European Union. Unauthorized use of our intellectual property could weaken our competitive position, reduce the value of our services and brand, and materially harm our business, financial condition and results of operations.

Legal, regulatory and litigation risks

We are subject to potential claims and litigation from customers, suppliers, and third parties. Alternatively, we may find it necessary to bring litigation against others. Litigation and other avenues of resolving claims, can be costly, time-consuming and result in adverse outcomes.

The nature of our operations in both in the containership and energy generation businesses exposes us to potential liability claims and contract disputes, and we may, from time to time, be involved in various litigation matters.

Our power generation projects generally involve complex engineering, procurement and construction management. As such, claims involving customers, suppliers and subcontractors may be brought against us, and by us, in connection with our project contracts. Claims that may be brought against us include back charges for alleged defective or incomplete work, breaches of warranty and/or late completion of the project and claims for cancelled projects. The claims and back charges can involve actual damages, as well as contractually agreed upon liquidated sums. Claims brought by us against customers include claims for additional costs incurred in excess of current contract provisions arising out of project delays and changes in the previously agreed scope of work. Claims between us and our suppliers, subcontractors and vendors include any of those described above. These project claims, if not resolved through negotiation, are often subject to lengthy and expensive litigation or arbitration proceedings.

Additionally, we engage in operations where failures in design, construction or systems can result in substantial injury or damage to third parties. We have been, and may in the future, be named as a defendant in legal proceedings where parties may make a claim for damages or other remedies with respect to our projects or other matters.

These claims generally arise in the normal course of our business. When or if it is determined that we have liability for damages, we may not be covered by insurance or, if covered, the amount of these liabilities may exceed our policy limits.

We are also subject to the risk of adverse claims and litigation alleging our infringement of the intellectual property rights of others.

The resolution of claims, regardless of the merits or ultimate outcome, may entail significant costs and could divert management's attention from the operation of our business, which could materially adversely impact our business, financial condition and results of operations.

Failure to comply with applicable anti-bribery and corruption laws and regulations could result in fines and criminal penalties, terminations of charters, financing arrangements and other significant contracts, and a material adverse effect on our business.

We operate in a number of countries throughout the world, including countries where there is an elevated risk of corruption. We are committed to doing business in accordance with applicable anti-bribery and corruption laws and have adopted a Standards of Business Conduct Policy which is consistent and in full compliance with the UK Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”). We train our personnel concerning anti-bribery and corruption laws and issues, and also inform our partners, subcontractors, suppliers, agents and others who work for us or on our behalf that they must comply with anti-bribery and corruption law requirements. We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents, or the third parties with which we do business, may take actions determined to be in violation of such anti-bribery and corruption laws, including the UK Bribery Act and FCPA. Any violation of anti-bribery and corruption laws and regulations could result in substantial fines, sanctions, civil and/or criminal penalties, as well as breaches of our material contracts, which would have a material adverse effect on our business, financial condition and results of operations. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management.

If we are found to be in violation of sanctions, there could be a material adverse effect on our reputation, business, financial condition or results of operations, or the market for our common shares.

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By virtue of our listing on the New York Stock Exchange and our debt covenants, we are subject to U.S. and EU economic sanctions and trade embargo laws and regulations as well as equivalent economic sanctions laws of other relevant jurisdictions in connection with our activities. The laws and regulations of these different jurisdictions vary in their application and do not all apply to the same covered persons or proscribe the same activities. In addition, the sanctions and embargo laws and regulations of each jurisdiction may be amended to increase or reduce the restrictions they impose over time, and the lists of persons and entities designated under these laws and regulations are amended frequently. Moreover, most sanctions regimes provide that entities owned or controlled by the persons or entities designated in such lists are also subject to sanctions. The U.S. and EU have enacted new sanctions programs in recent years. Additional countries or territories, as well as additional persons or entities within or affiliated with those countries or territories, have been, and in the future, the target of sanctions. Further, the U.S. has increased its focus on sanctions enforcement with respect to the shipping sector. Any violation of sanctions and embargo laws and regulations could result in substantial sanctions and penalties and defaults under our financing and other material contracts, all of which would materially adversely effect our reputation, business, financial condition and results of operations.

As a result of Russian actions in the Russia-Ukraine Conflict, the U.S., EU and U.K., together with numerous other countries, have imposed significant sanctions on persons and entities associated with Russia and Belarus, as well as comprehensive sanctions on certain areas within the Donbas region of Ukraine, and such sanctions apply to entities owned or controlled by such designated persons or entities. These sanctions adversely affect our ability to trade to this region. Moreover, a significant number of our crew are Ukrainian. The ongoing situation in Russia-Ukraine Conflict and the sanctions being imposed may adversely affect our ability to hire and/or pay our crew for our vessels.

We are subject to stringent environmental regulation that could require significant expenditures and affect our operations.

Our business and operations are materially affected by environmental regulation in the form of international, national, state and local laws, regulations, conventions, treaties and standards in force in jurisdictions in which we do business, including those governing the management and disposal of hazardous substances and wastes, the cleanup of oil spills and other contamination, air emissions, water discharges and, in respect of our vessels, ballast water management and vessel recycling. These regulations require us to obtain regulatory licenses, permits and other approvals and to comply with the requirements of such licenses, permits and other approvals, which can carry substantial costs. There can be no assurance that:

•governmental authorities will approve the issuance of such licenses, permits and other approvals or that such licenses, permits or approvals will be timely renewed or sufficient for our operations;

•in respect of our power generation business, public opposition will not result in delays, modifications to or cancellation of any proposed project or license; or

•laws or regulations will not change or be interpreted in a manner that increases our costs of compliance or materially or adversely affects our operations or plants.

We can give no assurance that we will continue to be in compliance with such regulations or material liabilities and expenses associated with compliance issues in the future. Violation of such regulations may give rise to significant liability, including fines, damages, fees and expenses, as well as closures of our power plants, detention of our vessels or denial of access to ports. Generally, relevant governmental authorities are empowered to clean up and remediate releases of environmental damage and to charge the costs of such remediation and cleanup to the owners or occupiers of the property, the persons responsible for the release and environmental damage, the producer of the contaminant and other parties, or to direct the responsible parties to take such action. These governmental authorities may also impose a tax, financial assurance requirements or other liens on the responsible parties to secure the parties' reimbursement obligations. We could also become subject to personal injury or property damage claims relating to the release of hazardous materials associated with our operations.

Environmental regulation has changed rapidly in recent years, and it is possible that we will be subject to even more stringent environmental standards in the future. Such environmental standards may affect the resale value or useful lives of our assets, require modifications to our vessels or power generation assets or operational changes or restrictions, or lead to decreased availability of insurance coverage for environmental matters. We cannot predict the amounts of any increased capital expenditures or any increases in operating costs or other expenses that we may incur to comply with applicable environmental or other regulatory requirements. For additional information about the environmental regulations to which we are subject, please read “Item 4. Information on the Company—B. Business Overview—Environmental and Other Regulations”.

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Climate change and greenhouse gas restrictions may adversely affect our operating results.

Many governmental bodies have adopted, or are considering the adoption of treaties or national, state and local laws, regulations and frameworks to reduce greenhouse gas emissions due to concerns about climate change. The Paris Agreement, in which almost 200 countries pledged to reduce their greenhouse gas emissions and set firm target reduction goals, was signed in 2016. Recently, the push for both governments and businesses to adopt zero net carbon targets has been reinvigorated, with the COP26 summit in November 2021 resulting in the Glasgow Climate Pact, pursuant to which over 140 countries pledged to reach net-zero carbon emissions. Additionally, more than 450 private firms, managing $130 trillion, approximately 40% of the world’s financial assets, pledged to reach net-zero carbon emissions by 2050, and to set interim goals for 2030. Compliance with laws, regulations and obligations relating to climate change, including those promulgated as a result of such international pledges and negotiations, as well as the efforts by non-governmental organizations and investors, could increase our costs related to operating and maintaining our assets, and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions, or administer and manage a greenhouse gas emissions program. Revenue generation and strategic growth opportunities may also be adversely affected. For example, the IMO has introduced initiatives to reduce greenhouse emissions from the shipping industry with specified targets using the Energy Efficiency Existing Vessel Index (“EEXI”) and a Carbon Intensity Indicator (“CII”) . It could adversely affect us if we fail to adopt and implement EEXI and/or CII measures for our vessels. The European Union has also adopted a set of measures to reduce greenhouse gas emissions from the shipping industry and is planning to including shipping in its Emission Trading Scheme (“ETS”) which may require us to purchase carbon emission credits for voyages in and out of Europe. This may have a significant cost impact to us if our customers do not assume responsibility for these increased administrative and compliance costs once the proposals are enacted.

Compliance with safety and other vessel requirements imposed by flag states may be costly and could harm our business, results of operations and financial condition.

The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the IMO, International Convention for the Safety of Life at Sea (“SOLAS”). In addition, a vessel generally must undergo annual, intermediate and special surveys to maintain classification society certification. If any vessel does not maintain its class or fails any annual, intermediate or special survey, the vessel will be unable to trade between ports and will be unemployable and we could be in violation of certain covenants in our credit facilities and our lease agreements. This could materially harm our business, results of operations and financial condition.

Increased inspection procedures, tighter import and export controls and new security regulations could cause disruption of our business.

International containership traffic is subject to security and customs inspection and related procedures in countries of origin, destination and trans-shipment points. These inspections can result in cargo seizure, delays in the loading, offloading, trans-shipment or delivery of containers and the levying of customs duties, fines or other penalties against exporters or importers and, in some cases, customers.

Since the events of September 11, 2001, U.S. and Canadian authorities have increased container inspection rates. Government investment in non-intrusive container scanning technology has grown and there is interest in electronic monitoring technology that would enable remote, centralized monitoring of containers during shipment to identify tampering with or opening of the containers. Also, additional vessel security requirements have been imposed, including the installation of security alert and automatic identification systems on board vessels. It is unclear what changes, if any, to the existing inspection and security procedures will ultimately be proposed or implemented in future, or how any such changes will affect the industry. Such changes may impose additional financial and legal obligation on carriers and may render the shipment of certain types of goods by container uneconomical or impractical. Additional costs that may arise from current or future inspection procedures may not be fully recoverable from customers through higher rates or security surcharges. Any of these effects could materially harm our business, results of operation and financial condition.

The operation of our vessels is also affected by the requirements set forth in the International Ship and Port Facilities Security Code (the “ISPS Code”). The ISPS Code requires vessels to develop and maintain a ship security plan that provides security measures to address potential threats to the security of ships or port facilities. Although each of our containerships is ISPS Code-certified, any failure to comply with the ISPS Code or maintain such certifications may subject us to increased liability and may result in denial of access to, or detention in, certain ports. Furthermore, compliance with the ISPS Code requires us to incur certain costs. Although such costs have not been material to date, if new or more stringent regulations relating to the ISPS Code are adopted by the IMO and the flag states, these requirements could require significant additional capital expenditures or otherwise increase the costs of our operations.

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Governments could requisition our containerships during a period of war or emergency, resulting in loss of earnings.

All of our vessels are registered and flagged in Hong Kong. The government could requisition for title or seize our containerships. Requisition for title occurs when a government takes control of a ship and becomes the owner. Also, a government could requisition our containerships for hire. Requisition for hire occurs when a government takes control of a ship and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency. Government requisition of one or more of our containerships could materially harm our business, results of operations and financial condition.

Our power generation business is subject to extensive governmental regulation in a number of different jurisdictions, and its inability to comply with existing regulations or requirements or changes in applicable regulations or requirements may have a negative impact on our business, results of operations or financial condition.

We are subject to extensive regulation of our power generation business in the United States, Bangladesh, Brazil and Mexico and in each of the other countries in which we operate. Such laws and regulations require licenses, permits and other approvals to be obtained in connection with our activities. This regulatory framework imposes significant actual, day-to-day compliance burdens, costs and risks on us. In particular, the power plants that we install, commission, operate, maintain and demobilize are subject to strict national, state and local regulations relating to their development, construction and operation (including, among other things, land acquisition, leasing and use of land, and the corresponding building permits, landscape conservation, noise regulation, environmental protection and environmental permits and energy power transmission and distribution network congestion regulations). Non-compliance with such regulations could result in the revocation of permits, sanctions, fines or even criminal penalties. Compliance with regulatory requirements may require substantial costs to our operations that may not be recovered. In addition, we cannot predict the timing or form of any future regulatory or law enforcement initiatives. Changes in existing energy, environmental and administrative laws and regulations may materially and adversely affect our business, margins and investments.

We have operations in emerging markets that could be subject to increased legal and political uncertainties.

Our power generation business operates in a range of international locations, including Bangladesh, Brazil and Mexico, and we expect to expand our operations into new locations in the future, and our containership operations are heavily concentrated in the Asia Pacific region, particularly China. Accordingly, we face a number of risks associated with operating in emerging markets. These risks include, but are not limited to, adapting to the regulatory requirements of such countries, compliance with changes in laws and regulations applicable to foreign corporations, the uncertainty of judicial processes, and the absence, loss or non-renewal of favorable treaties, or similar agreements, with local authorities or other government officials, all of which can place disproportionate demands on our management, as well as significant demands on our operational and financial personnel and business.

A number of other risks are more prevalent than in developed markets, such as:

•social, economic and governmental instability (which has been, and during 2023 may continue to be, exacerbated by COVID-19), civil unrest and, in some cases, regime change and armed conflict;

•the possibility of significant amendments to, or changes in, the application of governmental regulations;

•the nationalization and expropriation of private property;

•payment collection difficulties and general counterparty credit risk;

•substantial fluctuations in interest and exchange rates;

•changes in the tax framework or the unpredictability of enforcement of contractual provisions; and

•imposition of new or additional trade and economic sanctions laws imposed by the U.S. or foreign governments and other unfavorable interventions or restrictions imposed by public authorities.

Governments in Latin America and Asia frequently intervene in the economies of their respective countries and occasionally make significant changes in policy and regulations. Governmental actions in certain Latin American countries to control inflation and other policies and regulations have often involved, among other measures, price controls, currency devaluations, capital controls and limits on imports. Although our activities in emerging markets are not concentrated in any specific country (other than China for Seaspan, and Bangladesh and Brazil for APR Energy), the occurrence of one or more of these risks in a country or region in which we operate could have a material adverse effect on our business, financial condition and results of operations, and we can provide no assurance that our future international operations will remain successful.

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The legal system in China has inherent uncertainties that could limit the legal protections available to us, and the legal and geopolitical risks associated with chartering vessels to Chinese customers, constructing vessels in China and obtaining financing and insurance from Chinese financial institutions and insurers could materially harm our business, results of operations and financial condition.

We conduct a substantial amount of business in China and with Chinese counterparties. As of March 1, 2023, a total of 25 of the 132 vessels in our current fleet were chartered to Chinese customers and in 2022 our revenues from Chinese customers represented 29.9% of our total revenue from our containership segment. Many of our vessels regularly call to ports in China. In addition, we have entered into financing arrangements with certain Chinese financial institutions.

The Chinese legal system is based on written statutes and their legal interpretation by the standing Committee of the National People’s Congress. Prior court decisions may be cited for reference but have limited precedential value. Since 1979, the Chinese government has been developing a comprehensive system of laws and regulations dealing with economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade. However, because these laws and regulations are relatively new, and because of the limited volume of published cases and their non-binding nature, interpretation and enforcement of these laws and regulations involve uncertainties.

Our vessels that are chartered to Chinese customers are subject to various risks as a result of uncertainties in Chinese law, including (1) the risk of loss of revenues, property or equipment as a result of expropriation, nationalization, changes in laws, exchange controls, war, insurrection, civil unrest, strikes or other political risks and (2) being subject to foreign laws and legal systems and the exclusive jurisdiction of Chinese courts and tribunals.

Although our charterparties and many of our financing arrangements are governed by English law, if we are required to commence legal proceedings against a customer, a charter guarantor or a lender based in China with respect to the provisions of a time charter, a time charter guarantee or a credit agreement, we may have difficulties in enforcing any judgment rendered by an English court (or other non-Chinese court) in China. Similarly, our shipbuilders based in China provide warranties against certain defects for the vessels that they will construct for us and we have refund guarantees from Chinese financial institutions for installment payments that we will make to the shipbuilders. Although the shipbuilding contracts and refund guarantees are governed by English law, if we are required to commence legal proceedings against these shipbuilders or against the refund guarantor, we may have difficulties enforcing in China any judgment obtained in such proceeding.

Such charters, shipbuilding agreements and financing agreements, and any additional agreements that we enter into with Chinese counterparties, may be subject to new regulations in China that may require us to incur new or additional compliance or other administrative costs and pay new taxes or other fees to the Chinese government. In addition, China has enacted a recent tax for non-resident international transportation enterprises engaged in the provision of services of passengers or cargo, among other items, in and out of China using their own, chartered or leased vessels, including any stevedore, warehousing and other services connected with the transportation. The recent law and relevant regulations broaden the range of international transportation companies which may find themselves liable for Chinese enterprise income tax on profits generated from international transportation services passing through Chinese ports. This tax or similar regulations by China may reduce our operating results and may also result in an increase in the cost of goods exported from China and the risks associated with exporting goods from China, as well as a decrease in the quantity of goods to be shipped from or through China, which would have an adverse impact on our charterers’ business, operating results and financial condition and could thereby affect their ability to make timely charter hire payments to us and to renew and increase the number of their time charters with us.

Changes in laws and regulations, including with regards to tax matters, and their implementation by local authorities could affect our vessels chartered to Chinese customers as well as our vessels calling to Chinese ports, our vessels being built at Chinese shipyards and the financial institutions with whom we have entered into financing agreements, and could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our shareholders.

Risks related to tax

We, or any of our subsidiaries, may become subject to income tax in jurisdictions in which we are organized or operate, including the United States, the United Kingdom, Hong Kong, China and other jurisdictions, which would reduce our earnings.

We intend that our affairs and the business of each of our subsidiaries will be conducted and operated in a manner that minimizes income taxes imposed upon us and our subsidiaries. However, there is a risk that we will be subject to income tax in one or more jurisdictions, including the United States, the United Kingdom, Hong Kong and China, if under the laws of any such jurisdiction, we or such subsidiary is considered to be carrying on a trade or business there or earn income that is considered to be sourced there and we do not or such subsidiary does not qualify for an exemption or

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reduced taxation under local taxation rules or applicable tax treaties. For example, our mobile power generation segment operates in jurisdictions around the world and may be subject to corporate income taxes to the extent there is taxable income generated in such jurisdictions. Please read “Item 4. Information on the Company—B. Business Overview—Taxation of the Company.”

Changes to tax laws and tax treaties could have an adverse impact on our business, results of operation and financial condition.

Any change in tax law, interpretation or practice, or in the terms of tax treaties, in a jurisdiction where we are subject to tax could increase the amount of tax payable by us. In addition, the U.K. government, the Organization for Economic Co-operation and Development (the “OECD”), and other government agencies in jurisdictions where we do business have had an extended focus on issues related to the taxation of multinational corporations. Recently, the OECD has published guidance aimed at reforming the profit allocation and nexus rules for taxing the profits of, and achieving a global minimum level to taxation for, certain multinational corporations. As a result of the OECD projects and the focus on the taxation of multi-national corporations, the tax laws in the U.K. and other countries in which we do business could change on a prospective or retroactive basis, and any such changes could have an adverse impact on our business, results of operation and financial condition.

Certain of our credit facilities and vessel lease and other financing arrangements, including for the financing of our newbuild vessels, contain customary provisions that could impact our cost of financing or our financiers’ obligations to fund in the event of changes to applicable tax laws.

U.S. tax authorities could treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to U.S. shareholders.

A non-U.S. corporation will be treated as a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes in any taxable year for which either (1) at least 75% of its gross income consists of “passive income” or (2) at least 50% of the average value of the corporation’s assets is attributable to assets that produce, or are held for the production of, “passive income.” For purposes of these tests, “passive income” includes dividends, interest, gains from the sale or exchange of investment property, and rents and royalties (other than rents and royalties that are received from unrelated parties in connection with the active conduct of a trade or business) but does not include income derived from the performance of services.

There are legal uncertainties involved in determining whether the income derived from our time chartering activities constitutes rental income or income derived from the performance of services, including the decision in Tidewater Inc. v. United States, 565 F.3d 299 (5th Cir. 2009), which held that income derived from certain time chartering activities should be treated as rental income rather than services income for purposes of a foreign sales corporation provision of the Internal Revenue Code of 1986, as amended (the “Code”). However, the Internal Revenue Service (the “IRS”), stated in an Action on Decision (AOD 2010-01) that it disagrees with, and will not acquiesce to, the way that the rental versus services framework was applied to the facts in the Tidewater decision, and in its discussion stated that the time charters at issue in Tidewater would be treated as producing services income for PFIC purposes. The IRS’s statement with respect to Tidewater cannot be relied upon or otherwise cited as precedent by taxpayers. Consequently, in the absence of any binding legal authority specifically relating to the statutory provisions governing PFICs, there can be no assurance that the IRS or a court would not follow the Tidewater decision in interpreting the PFIC provisions of the Code. Nevertheless, based on the current composition of our assets and operations (and those of our subsidiaries), we intend to take the position that we are not now and have never been a PFIC. No assurance can be given, however, that this position would be sustained by a court if contested by the IRS, or that we would not constitute a PFIC for any future taxable year if there were to be changes in our assets, income or operations.

If the IRS were to determine that we are or have been a PFIC for any taxable year during which a U.S. Holder (as defined below under “Item 10. Additional Information—E. Taxation—Material U.S. Federal Income Tax Considerations”) held shares, such U.S. Holder would face adverse U.S. federal income tax consequences. For a more comprehensive discussion regarding our status as a PFIC and the tax consequences to U.S. Holders if we are treated as a PFIC, please read “Item 10. Additional Information—E. Taxation—Material U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of U.S. Holders—PFIC Status and Significant Tax Consequences.”

Atlas Corp. is U.K. tax resident. If Atlas’ U.K. tax residency is not maintained, the amount of tax payable by us could increase, which could have a material adverse impact on the business, results of operation and financial condition.

As a company incorporated in the Republic of the Marshall Islands, Atlas is not automatically treated as U.K. resident for tax purposes. Our directors intend to meet all requirements of U.K. tax residency for Atlas by establishing that central management and control is carried out in the United Kingdom. If tax residency is not maintained solely in the United

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Kingdom or if Atlas does not meet the conditions for the exemptions from U.K. corporation tax in respect of dividends, the amount of tax payable by us could increase, which could have a material adverse impact on our business, results of operation and financial condition. In addition, were Atlas to be treated as tax resident in an alternative and/or additional jurisdiction, this could increase the aggregate tax burden of us and our shareholders.

Risks related to our status as a non-U.S. company

Atlas and Seaspan are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law.

The corporate affairs of Atlas and Seaspan are governed by their respective articles of incorporation and bylaws and by the Marshall Islands Business Corporations Act (“BCA”). The provisions of the BCA resemble provisions of the corporation laws of some states in the United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the laws of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain United States jurisdictions. Shareholder rights may differ as well. While the BCA does specifically incorporate non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, our public shareholders may have more difficulty in protecting their interests in the face of actions by management, directors or controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction.

Because Atlas and Seaspan are organized under the laws of the Republic of the Marshall Islands, and our principal executive offices and most of our assets are located outside the United States, it may be difficult to serve us with legal process and enforce judgments against Atlas, Seaspan or their respective directors or management, and the applicable law and outcome of any bankruptcy proceedings may be difficult to predict.

Atlas and Seaspan are organized under the laws of the Republic of the Marshall Islands, Atlas’s and Seaspan’s principal executive offices are located in the United Kingdom and Hong Kong, respectively, a majority of our directors and officers are resident outside of the United States, and we conduct operations in countries around the world. In addition, a substantial portion of our assets and the assets of our directors, officers and experts are located outside of the United States. As a result, it may be difficult or impossible for you to bring an action against us or against our directors or officers in the United States if you believe that your rights have been infringed under securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Republic of the Marshall Islands and of other jurisdictions may prevent or restrict you from enforcing a judgment against our assets or our directors and officers. Furthermore, in the event of any bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding involving us or any of our subsidiaries, bankruptcy laws other than those of the United States could apply. If we become a debtor under U.S. bankruptcy law, bankruptcy courts in the United States may seek to assert jurisdiction over all of our assets, wherever located, including property situated in other countries. There can be no assurance, however, that we would become a debtor in the United States, or that a U.S. bankruptcy court would be entitled to, or accept, jurisdiction over such a bankruptcy case, or that courts in other countries that have jurisdiction over us and our operations would recognize a U.S. bankruptcy court’s jurisdiction if any other bankruptcy court would determine it had jurisdiction.

We are a “foreign private issuer” under the NYSE rules, and as such we are entitled to exemption from certain NYSE corporate governance standards, and you may not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements.

We are a “foreign private issuer” under the securities laws of the United States and the rules of the NYSE. Under the securities laws of the United States, “foreign private issuers” are subject to different disclosure requirements than U.S. domiciled registrants, as well as different financial reporting requirements. Under the NYSE rules, a “foreign private issuer” is subject to less stringent corporate governance requirements. Subject to certain exceptions, the rules of the NYSE permit a “foreign private issuer” to follow its home country practice in lieu of the listing requirements of the NYSE. As permitted by the exemption, as well as by our bylaws and the laws of the Republic of the Marshall Islands, we currently have a board of directors with a majority of independent directors, an audit committee comprised solely of three independent directors and a combined corporate governance and compensation committee comprised of independent directors. It is possible that, in the future, you may not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements.

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Risks related to financing and indebtedness

We may not be able to timely pay, or be able to refinance, amounts owed under our credit facilities, Notes, vessel leases and other financing arrangements.

We have significant normal course payment obligations under our credit facilities, Notes, and vessel leases (operating and finance) and other financing arrangements, both prior to and at maturity, of approximately $0.7 billion in 2023 and an additional $5.9 billion through to maturity, which extends to 2038. In addition, under our credit facilities, vessel leases, and other financing arrangements, a payment may be required in certain circumstances as a result of events such as the sale or loss of a vessel, a termination or expiration of a charter (where we do not enter into a replacement charter acceptable to the lenders within a specified grace period) or termination of a shipbuilding contract. The amount that must be paid may be calculated based on the loan to market value ratio or some other ratio that takes into account the market value of the relevant asset (with the repayment amount increasing if asset values decrease), or may be the entire amount of the financing in regard to a credit facility or a pre-determined termination sum in the case of vessel lease arrangements.

Our ability to make payments under our credit facilities, Notes, vessel leases and other financing arrangements will depend on our ability to generate cash in the future. This is, to a certain extent, subject to general economic, financial, competitive and other factors that are beyond our control. Our business may not be able to generate sufficient cash flow from operations and future borrowings may not be available to us in an amount sufficient to enable us to pay our debts as they come due or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before maturity.

If we are able to obtain financing and refinancing, it may not be on commercially reasonable terms. If we are not able to refinance outstanding amounts at interest rates and other terms acceptable to us, or at all, we will have to dedicate a significant portion of our cash flow from operations to repay such amounts, which could reduce our ability to satisfy our payment obligations, or require us to delay certain business activities, capital expenditures or investments or cease paying dividends. If we are not able to satisfy these obligations (whether or not refinanced) with cash flow from operations, we may have to seek to restructure our debt, vessel leases and other arrangements, undertake alternative financing plans (such as additional debt or equity capital) or sell assets, which may not be available on terms attractive to us or at all.

The market values of our vessels and power generation assets fluctuate with market conditions. A reduction in our net assets could result in a breach of certain financial covenants applicable to our credit, leases and other facilities and our Notes which could limit our ability to borrow additional funds or require us to repay outstanding amounts. Further, declining containership values could affect our ability to raise cash by limiting our ability to refinance vessels or use unencumbered vessels as collateral for new loans or result in mandatory prepayments under certain of the credit facilities or our Notes.

If we are unable to meet or otherwise default on our debt, and vessel leases and other financing obligations, the holders of our debt or our lessors could declare all outstanding indebtedness to be immediately due and payable. Holders of our secured debt would also have the right to proceed against the collateral granted to them that secures the indebtedness. Additionally, most of our debt instruments contain cross-default provisions, which generally cause a default or event of default under each instrument upon a qualifying default or event of default under any other debt instrument.

Under the terms of our Notes, upon the occurrence of a change of control (as defined in the relevant indentures) and/or certain other events, we may be required to purchase all or a portion of such Notes then outstanding at a purchase price equal to (in the case of our Senior Secured Notes) 100.0% or (in the case of our other Notes) 101.0% of the principal amount thereof plus accrued and unpaid interest. In addition, under the Subscription and Exchange Agreement (the “Subscription and Exchange Agreement”) entered into with certain affiliates of Fairfax pursuant to which we exchanged $300.0 million of Fairfax Notes for 12,000,000 Series J preferred shares and 1,000,000 warrants, upon the occurrence of a change of control (as defined in such agreement), we may be required to purchase all or a portion of the Series J preferred shares held by affiliates of Fairfax for an amount equal to the liquidation preference set forth in the Statement of Designation for the Series J preferred shares, plus any accrued and unpaid dividends. If a change of control were to occur, we may not have sufficient funds to pay the purchase price for the Notes and/or Series J preferred shares tendered and, in such case, expect that we would require third-party financing; however, we may not be able to obtain such financing on favorable terms, if at all. In addition, the occurrence of a change of control may result in an event of default under, or require us to purchase, our other existing or future senior indebtedness. Moreover, the exercise by the holders of their right to require us to purchase the Notes could cause a default under our existing or future senior indebtedness, even if the occurrence of a change of control itself does not, due to the financial effect of such purchase on us and our subsidiaries. Our failure to purchase tendered Notes at a time when the purchase is required by the indenture would constitute an event of default under the indenture, which, in turn, may constitute an event of default under future debt.

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Our substantial debt levels and vessel leases and other financing obligations may limit our flexibility in obtaining additional financing and in pursuing other business opportunities.

As of December 31, 2022, we had $3.7 billion aggregate principal amount of debt outstanding under our credit facilities and Notes, and vessel leases (operating and finance) and other financing arrangements of approximately $2.9 billion. The amounts outstanding under our credit facilities and our vessel leases (operating and finance) and other financing arrangements will increase following the delivery of the 58 newbuild containerships that we have contracted to purchase.

Our level of debt and vessel leases and other financing obligations could have important consequences to us, including the following:

•our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes, may be impaired or such financing may not be available on favorable terms, or at all;

•we may need to use a substantial portion of our cash from operations to make principal and interest payments on our debt or make our lease payments, reducing the funds that would otherwise be available for operation and future business opportunities;

•our debt level could make us more vulnerable to competitive pressures, a downturn in our business or the economy generally than our competitors with less debt; and

•our debt level may limit our flexibility in responding to changing business and economic conditions.

Our ability to service our debt and vessel leases and other arrangements will depend upon, among other things, our financial and operating performance, which will be affected by prevailing economic, financial, business and regulatory conditions, as well as other factors, some of which are beyond our control. If our results of operations are not sufficient to service our current or future indebtedness and vessel leases and other obligations, we will be forced to take actions such as reducing or delaying our business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing our debt, or seeking additional equity capital or bankruptcy protection. We may not be able to effect any of these remedies on satisfactory terms, or at all.

Disruptions in global capital markets and economic conditions or changes in lending practices may harm our ability to obtain financing on acceptable terms, which could hinder or prevent us from meeting our capital needs.

We rely on the global capital markets, especially the credit markets, to satisfy a significant portion of our capital requirements. Beginning in February 2022, the ongoing Russian-Ukraine Conflict has contributed to economic volatility and unpredictability, and may continue to do so, as may future crises and conflicts. Significant instability or disruptions of the capital markets or deterioration of our financial position due to internal or external factors could restrict or eliminate our access to, and/or significantly increase the cost of, various financing sources, including bank credit facilities and issuance of corporate bonds. This could occur because our lenders could become unwilling or unable to meet their funding obligations or we may not be able to obtain funds at the interest rate agreed to in our credit facilities due to market disruption events or increased funding costs. Such instability or disruptions in the capital markets may also cause lenders to be unwilling to provide us with new financing to the extent needed to fund our ongoing operations and growth. In recent years, the number of lenders for shipping companies has decreased and ship-funding lenders have generally lowered their loan-to-value ratios, shortened loan terms and accelerated repayment schedules. These factors may hinder our ability to access financing.

Instability or disruptions of the capital markets and deterioration of our financial position, alone or in combination, could also result in a reduction in our credit rating, which could prohibit or restrict us from accessing external sources of short and long-term debt financing and/or significantly increase the associated costs.

If financing or refinancing is not available when needed, or is available only on unfavorable terms, we may be unable to meet our obligations as they come due or we may be unable to implement our growth strategy, complete acquisitions or otherwise take advantage of business opportunities or respond to competitive pressures, any of which could negatively impact our business, results of operations and financial condition. See also —“Our business may continue to be negatively impacted by inflation” above.

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Exposure to interest rate fluctuations may result in fluctuations in our results of operations and financial condition.

As of December 31, 2022, we had an aggregate of approximately $3.7 billion outstanding under our credit facilities and our Notes, and vessel leases (operating and finance) and other financing arrangements of approximately $2.9 billion. The majority of our credit facilities and vessel leases and other financing arrangements are variable rate facilities and leases, under which our payment obligations will increase as interest rates increase. While we have entered into interest rate swaps to manage some of our interest rate risk, interest rate fluctuations and their impact on the fair value of our interest rate swaps may have a negative effect on the results of our operations and financial condition. Please read “Item 11. Quantitative and Qualitative Disclosures About Market Risk—Interest Rate Risk.”

Restrictive covenants applicable to our credit facilities, Notes and vessel leases and other financing arrangements impose financial and other restrictions on us, which may limit, among other things, our ability to borrow funds under such financing and lease arrangements and our ability to pay dividends on our shares or redeem our preferred shares.

To borrow funds under our existing credit facilities and vessel leases and other financing arrangements, we must, among other things, meet specified financial covenants. Until March 2023, we were prohibited under certain of our existing credit facilities and vessel leases and other financing arrangements from incurring total borrowings in an amount greater than 65.0% of our total assets (as defined in the applicable agreement). In March 2023, the most restrictive threshold for total borrowings to total assets in our financing arrangement was increased from 65.0% to 75.0%. In addition, we must also ensure that certain interest coverage, and interest and principal coverage ratios are met. Total borrowings and total assets are terms defined in such credit facilities and vessel leases and other financing arrangements and differ from those used in preparing our consolidated financial statements, which are prepared in accordance with U.S. GAAP. To the extent we are unable to satisfy such requirements, we may be unable to borrow additional funds or may be in breach, which could require us to repay outstanding borrowings. We may also be required to prepay amounts borrowed under some or all of our credit facilities, our Notes and vessel leases and other financing agreements if we experience a change of control (as defined in the relevant agreement, lease or indenture). These events may result in financial penalties to us under our leases.

In addition, our financing and lease arrangements limit our ability to, among other things:

•pay dividends if an event of default has occurred and is continuing under one of our credit facilities and capital and operating lease arrangements or if the payment of the dividend would result in an event of default;

•incur additional indebtedness under the credit facilities or otherwise, including through the issuance of guarantees;

•create liens on our assets;

•sell our vessels without replacing such vessels or prepaying a portion of our loan or lease arrangements; or

•merge or consolidate with, or transfer all or substantially all our assets to, another person.

Accordingly, we may need to seek consent from our lenders, lessors or holders of our Notes in order to engage in some corporate actions. The interests of our lenders, lessors and holders of our Note may be different from ours, and we may be unable to obtain our lenders’, lessors’ or Note holders’ consent when and if needed. In addition, we are subject to covenants applicable to our preferred shares. If we do not comply with the restrictions and covenants applicable to our credit facilities, Notes, or vessel leases and other financing arrangements, results of operations and financial condition and ability to pay dividends on our shares or redeem our preferred shares will be negatively impacted.

Charterparty-related defaults under certain of our secured credit facilities and vessel leases and other financing arrangements could permit the counterparties thereto to accelerate our obligations and terminate such facilities or leases, which could subject us to termination penalties.

Most of our vessel financing credit facilities and other financing arrangements, as well as our finance and operating leases, are secured by, among other things, payments from the charterers for the applicable vessels and contain default provisions relating to non-payment. The prolonged failure of a charterer to pay in full under the charter or the termination or repudiation of the charter without our entering into a replacement charter contract within a specified period of time constitutes an event of default under certain of our financing agreements. If such a default were to occur, our outstanding obligations under the applicable financing agreements may become immediately due and payable, and the lenders’ commitments under the financing agreements to provide additional financing, if any, may terminate. This could also lead to cross-defaults under other financing agreements and result in obligations becoming due and commitments being terminated under such agreements. A default under any financing agreement could also result in foreclosure on certain applicable vessels and other assets securing related loans or financings.

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Risks related to an investment in our securities

Fairfax has significant influence over our policies and business.

Since 2018, Fairfax has made a number of investments in our Company. In addition, we acquired APR Energy from Fairfax and other sellers, in consideration for which we issued common shares to Fairfax and the other sellers. As at December 31, 2022, Fairfax held 6,000,000 warrants which were exercised in full in January 2023, Fairfax’s shareholdings, including common shares owned by V. Prem Watsa (the chairman and chief executive officer of Fairfax Financial Holdings Limited) that he acquired in the open market, represented approximately 45.5% of our outstanding common shares after taking into account the issuance of the shares to Fairfax upon exercise of those warrants in January 2023. For more information about these investments, see “Item 7. Major Shareholders and Related Party Transactions.”

The Subscription and Exchange Agreement provides Fairfax with the right to designate (and Fairfax has so designated) (i) two members of our board of directors if and for so long as Fairfax holds at least 5,000,000 Series J preferred shares or (ii) one member of our board of directors if Fairfax holds less than 5,000,000 but greater than 2,000,000 Series J preferred shares; provided, however, that in no event shall Fairfax have the right, when taken together with any rights of the holders under the Statement of Designation for the Series J preferred shares, to designate more than two members to the board of directors if the threshold described in clause (i) above is reached, or to designate more than one member to the board of directors if the threshold described in clause (ii) above is reached. Lawrence Chin and Stephen Wallace serve as Fairfax’s designees to our board of directors. The combination of Fairfax’s board representation and position as a significant equity holder gives Fairfax significant influence over our policies and business, and Fairfax’s objectives may conflict with those of other shareholders and stakeholders of us.

Anti-takeover provisions in our organizational documents could make it difficult for our shareholders to replace or remove our current board of directors or have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our securities.

Several provisions of our articles of incorporation and our bylaws could make it more difficult for our shareholders to change the composition of our board of directors, preventing them from changing the composition of management. In addition, the same provisions may discourage, delay or prevent a merger or acquisition that shareholders may consider favorable.

These provisions include:

•authorizing our board of directors to issue “blank check” preferred shares without shareholder approval;

•prohibiting cumulative voting in the election of directors;

•authorizing the removal of directors only for cause and only upon the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote for those directors;

•prohibiting shareholder action by written consent unless the written consent is signed by all shareholders entitled to vote on the action;

•limiting the persons who may call special meetings of shareholders;

•establishing advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by shareholders at shareholder meetings; and

•restricting business combinations with interested shareholders.

These anti-takeover provisions could substantially impede a potential change in control and, as a result, may adversely affect the market price of our securities.

We may not have sufficient cash from our operations to enable us to pay dividends on our shares or redeem our preferred shares following the payment of expenses.

Atlas Corp. itself has no earnings from operations and relies on payments from its subsidiaries to meet its obligations. We pay quarterly dividends on our shares from funds legally available for such purpose when, as and if declared by and in the discretion of our board of directors. We may not have sufficient cash available each quarter to pay dividends. In addition, we may have insufficient cash available to redeem our preferred shares. The amount of dividends we can pay or the amount we can use to redeem the preferred shares depends upon the amount of cash we generate from and use in our operations, which may fluctuate significantly based on, among other things:

•our continued ability to maintain, enter into or renew charters for vessels and leases of our power generation assets with our existing customers or new customers;

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•the rates we obtain for such charters and leases and the ability of our customers to perform their obligations thereunder;

•the level of our operating costs;

•the number of off-charter or unscheduled off-hire days for our fleet and the timing of, and number of days required for, dry-docking of our containerships;

•prevailing global and regional economic and political conditions;

•the effect of governmental regulations and maritime self-regulatory organization standards on the conduct of our business;

•changes in the basis of taxation of our activities in various jurisdictions;

•our ability to service and refinance our current and future indebtedness;

•our ability to raise additional debt and equity to satisfy our capital needs;

•dividend and redemption payments applicable to other senior or parity equity securities; and

•our ability to draw on our existing credit facilities and the ability of our lenders and lessors to perform their obligations under their agreements with us.

We have recently paid quarterly dividends of $0.125 per common share; for additional information, please read “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Ongoing Capital Expenditures and Dividends”. Any increase in such dividend (1) will result in an upward adjustment of the number of our common shares issuable (a) upon exercise of the warrants held by Fairfax and (b) upon the exchange of the Exchangeable Notes, and (2) may trigger a Potential Adjustment Event under the capped calls (as such term is defined therein) entered into by us in connection with the issuance of the Exchangeable Notes.

The amount of cash we have available to pay dividends on our shares or to redeem our preferred shares will not depend solely on our profitability, but is also subject to the discretion of our directors and the requirements of Marshall Islands law, among other factors.

The actual amount of cash we will have available to pay dividends on our shares or to redeem our preferred shares depends on many factors, including, among others:

•changes in our operating cash flow, capital expenditure requirements, debt and lease repayment requirements, working capital requirements and other cash needs;

•restrictions under our existing or future credit facilities, Notes, or vessel leases or other financing arrangements may impact our ability to declare or pay dividends if an event of default has occurred and is continuing or if the payment of the dividend would result in an event of default or would violate any restricted payments covenant under the Notes;

•the amount of any reserves established by our board of directors; and

•restrictions under Marshall Islands law, which generally prohibits the payment of dividends other than from surplus (i.e., retained earnings and the excess of consideration received for the sale of shares above the par value of the shares) or while a company is insolvent or would be rendered insolvent by the payment of such a dividend.

The amount of cash we generate from our operations may differ materially from our net income or loss for the period, which is affected by non-cash items, and our board of directors in its discretion may elect not to declare any dividends. As a result of these and the other factors mentioned above, we may pay dividends during periods when we record losses and may not pay dividends during periods when we record net income.

Our board of directors periodically assesses our need to retain funds rather than pay them out as dividends. Our board of directors may decide to further reduce, or possibly eliminate, our dividend in order to retain funds necessary to preserve our capital base.

We have granted registration rights to certain holders of our common shares, who could compel us to facilitate the sale of large numbers of our common shares into the market, which could cause the price of our common shares to decline.

As part of our initial public offering and subsequent transactions, we granted registration rights to certain holders of our securities. Please refer to our discussion of these registration rights agreements at “Item 7. Major Shareholders and

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Related Party Transactions—B. Related Party Transactions—Registration Rights Agreements”. These shareholders, who include Fairfax and affiliates of the Washington family, have the right, subject to certain conditions, to require us to file registration statements to allow the sale of their common shares. Following their sale under an applicable registration statement, any such common shares will become freely tradable. By exercising their registration rights and selling a large number of common shares, these shareholders could cause the price of our common shares to decline.

The trading price of our preferred shares might be adversely impacted in the future.

Following the Transaction, our common shares will not be publicly listed. We might lose research coverage and other equity investor interest in our company. This could have an adverse impact on the trading price of our preferred shares or otherwise impact the liquidity of our preferred shares.

General risk factors

Disruptions and security threats to our technology systems could negatively impact our business.

In the ordinary course of business, we rely on the security of information and operational technology systems, including those of our business partners and other third parties, to manage or support a variety of business activities including operating and navigating our containership fleet and operating our power generation equipment; tracking container contents and delivery; maintaining vessel and power plant infrastructure; communicating with personnel, management, customers and business partners; collecting, processing, transmitting and storing electronic information, including personal, employee, business, financial and operational data; facilitating business and financial transactions; and providing services to our customers. A successful cyber-attack on us, or our business partners, could significantly disrupt these and other commercial activities and business functions resulting in a loss of revenue and customer relationships. For operational technology in particular, a successful cyber-attack could result in physical damage to assets and infrastructure, injury or loss of life and environmental harm.

Our global technology network faces many threats from criminal hackers and competitors who may use phishing emails, unauthorized network intrusions, electronic communications or portable electronic devices to distribute computer viruses and ransomware, enable fraudulent transactions, or otherwise alter the confidentiality, integrity and availability of our information and information systems. Due to our continuing efforts to secure our technology network infrastructure, protect our critical data and systems, and ensure operational resiliency, attempted cyber-attacks against the Company have been unsuccessful to date. However, cyber-attacks may continue to occur and a successful cyber-attack could have a material impact on our financial performance, reputation and continuous operations. Cyber-attacks are becoming increasingly common and more sophisticated, and may be perpetrated by computer hackers, cyber-terrorists or others engaged in corporate espionage. Further, as the methods of cyber-attacks continue to evolve, we may be required to expend additional resources to enhance and supplement our existing protective measures. A successful cyber-attack could also result in significant costs associated with the investigation and remediation of our technology systems, as well as increased regulatory and legal liability.

Currency exchange rate fluctuations and controls affect our results of operations.

Although all of our charter revenues are earned in U.S. dollars and a significant portion of our operating and general and administrative costs are incurred in U.S. dollars, we conduct operations in many countries involving transactions denominated in a variety of currencies. We are subject to currency exchange rate risk to the extent that our costs are denominated in currencies other than those in which we earn revenues. We monitor exchange rate fluctuations on a continuous basis and seek to reduce our exposure in certain circumstances by denominating charter-hire revenue, ship building contracts, purchase contracts and debt obligations in U.S. dollars when practical to do so; however, we do not currently fully hedge movements in currency exchange rates. As a result, currency fluctuations may have a negative effect on our results of operations and financial condition.

We also face risks arising from the imposition of exchange controls and currency devaluations. Exchange controls may limit our ability to convert foreign currencies into U.S. dollars or to remit dividends and other payments by our foreign subsidiaries or businesses located in or conducted within a country imposing controls. Currency devaluations result in a diminished value of funds denominated in the currency of the country instituting the devaluation.

The global COVID-19 pandemic has created significant economic disruption and adversely affected our business, and is likely to continue to do so in the future.

The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, created significant volatility and disruption in financial markets and increased unemployment levels. The pandemic resulted in temporary or permanent closures of many businesses and the institution of travel restrictions, quarantine requirements, lockdowns and other governmental measures and regulations aimed at stopping or containing the spread of the virus, which have also had the effect of depressing economic activity. The COVID-19 pandemic, including the measures implemented

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to combat it, has created increased costs, operational challenges and delays in our businesses. In our containership business, costs increased due to COVID-19’s impact on supply chains, on workers’, surveyors’ and other specialists’ access to the shipyards to complete repairs and inspections, and on the ability to conduct crew transfers. COVID-19 has also impacted, and may continue to impact the operations of our shipbuilders in Asia, who are engaged to construct each of our newbuilding vessel. As a result, the delivery of some of our vessels may be delayed. In our power generation business, COVID-19 delayed transport of our turbines and balance of plant equipment, as well as our personnel, to project sites due to border closures and travel restrictions. In addition, COVID-19 has impacted new growth opportunities due to delays in procurement processes and a general reduction in demand for power in certain markets.

The extent of the impact of the COVID-19 pandemic on our future business and financial results will depend on future developments regarding the course and duration of the pandemic within the markets in which we operate or which are part of our supply chain, the continuing effect of governmental regulations imposed in response to the pandemic and the extent to which consumers continue to modify their behavior, all of which are highly uncertain and ever-changing. Any of the foregoing factors, or other cascading effects of the COVID-19 pandemic or its aftermath, could materially harm our business, results of operations and financial condition. To the extent the COVID-19 pandemic or its aftermath adversely affect our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

The ongoing invasion of Ukraine by Russia has adversely affected our business, results of operations and financial condition, and may continue to do so in the future.

The global markets have experienced volatility and disruption as a result of the ongoing Russia-Ukraine Conflict. The Russia-Ukraine Conflict has led to significant volatility in commodity prices and the capital markets.

In our containership business, costs increased due to the war’s impact on supply chains, on the availability of workers, on our ability to conduct crew transfers and on our customers’ businesses.

We maintain Ukrainian seafarers in rotation based out of other Eastern European countries outside of Ukraine. However, the ratio of Ukrainian crews decreased from 17% in February 2022 to 13% in December 2022. While we have implemented internal policies to alleviate some of the burdens arising from the war borne by our Ukrainian seafarers, it is difficult to predict the long-term effect the Russia-Ukraine Conflict may have on our seafarers and other operations.

Although we have recently renewed our war risk insurance policy without an increase in premium, the premium may rise in subsequent years if the Russia-Ukraine Conflict continues to escalate.

The potential effects of the Russia-Ukraine Conflict could also impact many of the other risk factors described herein. These risks could include but are not limited to:

•The performance of the Company may suffer from business disruptions associated with information technology, cyber-attacks or unauthorized access, or catastrophic losses affecting infrastructure.

•Uncertainty in international trade policy could negatively impact our customers’ business and in turn could materially harm our business, results of operations and financial condition.

•The sanctions and penalties imposed by the U.S., EU, U.K., and other countries have against Russia and Belarus in response to the ongoing military conflict could adversely affect the global economy and financial markets. If we are found to be in violation of these sanctions, there could be a material adverse effect on our reputation, business, financial condition or results of operations, or the market for our common shares.

The extent and duration of the war, sanctions, and resulting market disruptions are impossible to predict at this time. Any of the above mentioned factors could adversely affect the wider global economy and our business, results of operations, financial condition, and profitability.

Item 4.    Information on the Company

A.History and Development of the Company

Atlas Corp. is a Republic of the Marshall Islands corporation incorporated under the Marshall Islands Business Corporations Act on October 1, 2019 for the purpose of facilitating the Reorganization (as discussed in Part I above). On February 28, 2020, after the Reorganization, Atlas completed the acquisition of all the issued and outstanding common shares of Apple Bidco Limited, which owns 100% of APR Energy. Atlas Corp. is a holding company and its sole assets are its interests in Seaspan and APR Energy and their respective subsidiaries. We maintain our principal executive offices at 23 Berkeley Square, London, United Kingdom, W1J 6HE, and our telephone number is +44 20 7788 7819. We maintain an Internet site at https://atlascorporation.com. The information contained on our website or information about us that can be accessed through our website will not be deemed to be incorporated into this Form 20-F.

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The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. All of the SEC filings made electronically by Atlas are available to the public on the SEC website at www.sec.gov (commission file number 001-39237).

Atlas common shares trade on the New York Stock Exchange under the ticker symbol “ATCO”.

B.Business Overview

General

Atlas Corp. is a global asset manager and the parent company of Seaspan and APR Energy. We have two reportable segments: containership leasing and mobile power generation. Our containership leasing segment, which is conducted through Seaspan, owns and operates a fleet of containerships which it charters to major container liner companies. Our power generation segment, which is conducted through APR Energy, owns and operates a fleet of power generation assets, including gas turbines and other equipment, and provides power solutions to customers through various contracts. In March 2021, Atlas entered into a joint venture with Zhejiang Energy Group (“ZE”) and executed a shareholders’ agreement with ZE to form the joint venture (“ZE JV”). The purpose of the joint venture is to develop business in relation to container vessels, LNG vessels, environmental protection equipment and power equipment supply.

Poseidon Acquisition of Atlas

On October 31, 2022, Atlas entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Poseidon and Poseidon Merger Sub, Inc., a wholly-owned subsidiary of Poseidon (“Merger Sub”), pursuant to which, among other things, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Atlas, with Atlas continuing as the surviving corporation and a wholly-owned subsidiary of Poseidon (other than with respect to the Company’s preferred shares) (the “Merger”). Poseidon is an entity formed by certain affiliates of Fairfax, certain affiliates of the Washington Family (“Washington”), David Sokol, the Chairman of our Board, Ocean Network Express Pte. Ltd., and certain of their respective affiliates (collectively, the “Consortium”). As of December 31, 2022, the Consortium collectively held approximately 69.7% of our outstanding common shares. The consummation of the Merger is conditioned on, among certain other closing conditions, including receipt of required regulatory approvals and third-party consents, adoption of the Merger Agreement by holders of at least (x) a majority of the voting power of our issued and outstanding common shares other than those held by any member of the Consortium, Merger Sub, any of our executive officers or directors, or any of their respective affiliates, associates or immediate family members and (y) a majority of the voting power of our issued and outstanding common shares entitled to vote thereon at a meeting of our shareholders or any adjournment or postponement thereof (the “Company Shareholder Approval”). On February 24, 2023, the Company Shareholder Approval was obtained at an annual meeting of shareholders of the Company. Subject to the satisfaction or waiver of the remaining closing conditions set forth in the Merger Agreement, the Merger is expected to close in the first half of 2023.

As of the date of this Form 20-F, based upon the current status of regulatory approvals, consents and other customary closing conditions the Merger could close as early as March 31, 2023, subject to the satisfaction of all required conditions.

Containership leasing

Through Seaspan, we are a leading independent charter owner and manager of containerships. We primarily deploy our vessels on long-term, fixed-rate time charters to take advantage of the stable cash flow and high utilization rates that are typically associated with long-term time charters. As at March 1, 2023, we operated a fleet of 132 vessels that have an average age of approximately eight years, on a TEU weighted basis.

As of March 1, 2023, the charters on the 132 vessels in our operating fleet had an average remaining lease period of approximately four years, on a TEU weighted basis, excluding the effect of charterers’ options to extend certain time charters.

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Customers for our operating fleet as of March 1, 2023 were as follows:

Customers for Current Fleet	Number of vessels  under charter	TEUs under charter
CMA CGM	14	148,200
COSCO	25	231,000
Hapag-Lloyd	15	120,300
Maersk	19	86,250
MSC	11	127,000
ONE	26	246,380
Yang Ming Marine	15	210,000
ZIM	7	60,700
Total	132	1,229,830

Our primary objective for Seaspan is to continue to grow our containership leasing business through accretive vessel acquisitions as market conditions allow. Most of our customers’ containership business revenues are derived from the shipment of goods from the Asia Pacific region, primarily China, to various overseas export markets in the United States and in Europe.

Seaspan Fleet

The following table summarizes key facts regarding our 132 operating vessels as of December 31, 2022:

Vessel Class (TEU)	# Vessels (Total fleet)	# Vessels (of which are unencumbered)	Average Age (Years)	Average  Remaining Charter Period (Years)(1)	Average Daily Charter Rate (in thousands of USD)		Days Off-Hire(7)	Total Ownership Days(8)
2,500-3,500(2)	14	6	14.6	2.2	$	17.4	83	5,110
4,250-5,100(3)	22	15	14.7	2.3	20.7		271	9,336
8,500-9,600(4)	18	11	12.9	3.1	39.8		126	6,570
10,000-11,000(5)	33	4	7.2	3.6	33.9		17	12,045
11,800-13,100(6)	27	—	5.7	6.6	40.1		61	8,149
14,000+	18	2	6.2	4.2	47.7		152	6,286
Total/Average	132	38	8.2	3.9	$	33.7	710	47,496

(1)Excludes options to extend charter.

(2)Includes 2 vessels on bareboat charter.

(3)Includes one asset held for sale.

(4)Includes 3 vessels on bareboat charter.

(5)Includes 8 vessels on bareboat charter.

(6)Includes 6 vessels on bareboat charter.

(7)Off-hire days include scheduled and unscheduled days related to vessels being off-charter during the year ended December 31, 2022.

(8)Ownership Days during the year ended December 31, 2022 for time charters and bareboat charters exclude days prior to the initial charter hire date.

The following table summarizes key facts regarding the five operating vessels owned by the ZE JV as of December 31, 2022:

Vessel Class (TEU)	# Vessels (Total fleet)	Average Age (Years)	Average  Remaining Charter Period (Years)	Average Daily Charter Rate (in thousands of USD)
4,250	5	17.2	2.1	$	34.9

Charters

We charter our vessels primarily under long-term, fixed-rate time charters. The following table presents the number of vessels chartered by each of our customers as of March 1, 2023.

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Charterer	Number of Vessels in Our Current Operating Fleet
CMA CGM	8
COSCO	25
Hapag-Lloyd	15
Maersk	17
ONE	26
Yang Ming Marine	15
ZIM	7
Total time charters	113
MSC (bareboat charters)	11
CMA CGM (bareboat charters)	6
Maersk (bareboat charters)	2
Total fleet	132

Time Charters and Bareboat Charters

A time charter is a contract for the use of a vessel with crew for a fixed period of time at a specified daily rate. A bareboat charter is a contract for the use of a vessel without crew where the charterer also assumes responsibility for dry-docking of the vessel, if needed. See “Glossary.”

The initial term for a time or bareboat charter commences when the charterer obtains the right to use the asset under the relevant lease arrangement. Under all of our time charters, the charterer may also extend the term for periods in which the vessel is off-hire. A summary of average remaining charter periods is included above under “—Seaspan Fleet.”

Hire Rate

Under all of our long-term time charters, charter hire is payable in U.S. dollars, as specified in the charter. The hire rate is a fixed daily amount that, for some contracts may increase, or decrease at varying intervals during the term of the charter and any extension to the term. Payments generally are made in advance on a monthly or semi-monthly basis. The hire rate may be reduced in certain instances as a result of added cost to the charterer due to vessel performance deficiencies in speed or fuel consumption. We have had no instances of such hire rate reductions.

Operations and Expenses

We operate our vessels on time charter and are responsible for vessel operating expenses. See “Glossary.” The charterer generally pays the voyage expenses. See “Glossary.”

Off-hire

When a vessel is “off-hire,” or not available for service, the charterer generally is not required to pay the hire rate, and we are responsible for all costs, including the fuel cost, unless the charterer is responsible for the circumstances giving rise to the vessel’s lack of availability. A vessel generally will be deemed to be off-hire when there is an event preventing the full working of the vessel due to, among other things:

•operational deficiencies not due to actions of the charterers or their agents;

•dry-docking for repairs, maintenance or inspection;

•equipment or machinery breakdowns, abnormal speed and construction conditions;

•delays due to accidents for which the vessel owner, operator or manager is responsible, and related repairs;

•crewing strikes, labor boycotts caused by the vessel owner, operator or manager, certain vessel detentions or similar problems; or

•a failure to maintain the vessel in compliance with its specifications and contractual standards or to provide the required crew.

Under most of our time charters, if a vessel is off-hire for a specified number of consecutive days or for a specified aggregate number of days during a 12-month period, the charterer has the right to cancel the time charter with respect to that vessel. Under some charter contracts, if a vessel is off-hire for specified reasons for a prolonged period, we are obligated to charter a substitute vessel and to pay any difference in hire cost of the charter for the duration of the

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substitution. The periods of off-hire that trigger such termination rights exclude, in addition to any other specific exclusions in the charter, off-hire for routine dry-dockings or non-compliance with regulatory obligations. Our charter contracts generally provide for hire adjustments for vessel performance deficiencies such as those in speed or fuel consumption, with prolonged performance deficiencies giving the charterer a termination right under some charters.

Ship Management and Maintenance

Under each of our time charters, we are responsible for the operation and management of each vessel, including maintaining the vessel, periodic dry-docking, cleaning and painting and performing work required by regulations.

We focus on risk reduction, operational reliability and safety. We believe we achieve high standards of technical ship management by, among other methods:

•developing a minimum competency standard for seagoing staff;

•standardizing equipment used throughout the fleet, thus promoting efficiency and economies of scale;

•implementing a voluntary vessel condition and maintenance monitoring program;

•maintaining a high retention rate for the senior officers on our vessels;

•a cadet training program; and

•recruiting and retaining highly-skilled and talented people in our technical ship management offices in Vancouver and Hong Kong.

Our staff has skills in all aspects of ship management and experience in overseeing new vessel construction, vessel conversions and general marine engineering, and has previously worked in various companies in the international ship management industry. A number of senior managers also have sea-going experience, having served aboard vessels at a senior rank. In all training programs, we place an emphasis on safety and regularly train our crew members and other employees to meet our high standards. Shore-based personnel and crew members are trained to be prepared to respond to emergencies related to life, property or the environment.

Sale and Purchase of Vessels

Under some of our time charters, the customer has the right to prior notice of or consent to any proposed sale of the applicable vessel, which consent cannot be unreasonably withheld. A limited number of charters provide the charterer with a right of first refusal for the proposed vessel sale, which would require us to offer the vessel to the charterer prior to selling it to another entity. Sub-charters do not affect our ability to sell our time chartered vessels. Certain of our bareboat charters have purchase obligations and require the charterer to purchase the vessel upon termination of the bareboat charter. The purchase obligation may be at a pre-determined amount or at a purchase price equivalent to the fair value within a pre-determined range depending on the charter.

Inspection by Classification Societies

Every seagoing vessel must be certified as seaworthy by a classification society. The classification society certifies that the vessel has been built and maintained in accordance with the rules of the classification society and complies with applicable rules and regulations of the vessel’s country of registry and the international conventions of which that country is a member. In addition, where surveys are required by international conventions and corresponding laws and ordinances of a flag state, the classification society will undertake the surveys on application or by official order, acting on behalf of the authorities concerned.

Each vessel is inspected by a surveyor of the classification society in three surveys of varying frequency and thoroughness: every year for annual surveys, every two to three years for intermediate surveys, and every five years for special surveys. If any defects are found, the classification surveyor will issue a “condition of class” or a “requirement” for appropriate repairs that have to be made by the shipowner within the time limit prescribed. Vessels may be required, as part of the annual and intermediate survey process, to be dry-docked for inspection of the underwater portions of the vessel and for necessary repair stemming from the inspection. Special surveys always require dry-docking. The classification society also undertakes on request other surveys and inspections that are required by regulations and requirements of the flag state. These surveys are subject to agreements made in each individual case or to the regulations of the country concerned.

Power Generation

Through APR Energy, we also operate a fleet of power generation assets (gas turbines and other power generation equipment), providing electricity to customers including large corporations in the oil and gas, mining and other industries and both government backed and private utilities. As of March 1, 2023, we operated a fleet of 30 gas turbines and 274 diesel generators. The average age of the turbines is ten years and the average age of our diesel generators is 11.6 years.

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Our primary objective is to drive sustained growth and optimize cash flow by delivering operational excellence and providing a broad range of innovated technologies and offerings to generate customer value. Our revenues are primarily derived from offering customized power solutions that include flexible plant design, fast-tracked installation of generating equipment and balance of plant, plant operation and around-the-clock service and maintenance.

APR Energy fleet

The following table summarizes key facts regarding our mobile power fleet as of December 31, 2022:

Asset Type	Fleet Size  (MW)	Contracted Fleet (MW)	Contracted Revenue (USD millions)		Average Remaining Term (Years)(1)
Mobile Power Fleet	1,226	747	$	233.9	1.3

(1)Average remaining contract term excludes extensions; weighted by MW installed.

APR Energy operates in developed and developing markets worldwide. Each market has unique drivers for energy demand along with a mix of competitors. Historically, outside of natural disasters and man-made events, APR Energy’s main market has been in the developing market providing power for sovereign utilities and industry. Typically, the acute demand for power in these markets evolves from a combination of lack of planning, electricity demand outstripping supply in general, political events or delays in investment. As APR Energy’s gas turbines are quickly deployable, can run on multiple fuels, have low emissions and are power-dense, we have successfully completed power projects of varying terms in markets where utilities, grid operators and industrial customers require large blocks of power quickly for seasonal peaking, augmenting baseload power, replacing power generation during maintenance of existing power plants, bridging to permanent solutions plants, or exigent event-driven emergency response.

	Year Ended December 31,
Region	2020(1)		2021		2022
Power Revenues:
LATAM	$	141.3	$	94.2	$	47.3
North America	—		16.5		26.4
EMEA	19.3		7.7		—
Asia	61.0		61.2		62.7
O&M Revenues:
LATAM	0.8		0.1		13.8
North America	6.2		4.4		4.2
Asia	6.7		2.1		—
Other:
Asset sales	6.5		—		—
Total	$	241.8	$	186.2	$	154.4

(1)Atlas acquired APR Energy on February 28, 2020. For periods prior to this, APR Energy was not controlled by Atlas and the revenue was not included in Atlas’ operating results.

APR Energy’s contracts generally take the form of power purchase agreements. Under such a structure, customers purchase a portion of APR’s generation capacity over a period of time on a take or pay basis. Additional fees may be assessed for actual equipment run time. APR is obligated to deliver an operating power plant by a date certain, the plant must be available for a certain percentage of time during the contract period, the plant must produce a certain number of megawatts and it must operate within certain fuel efficiency parameters. Failure to meet any of these conditions generally subjects APR to monetary penalties.

Insurance

Containership leasing. We maintain marine hull and machinery, and war risks insurances, which covers the risk of actual or constructive total loss and partial loss, for all of our vessels. Each of our vessels is covered up to at least fair market value with certain deductibles, per vessel, per claim. We achieve this overall loss coverage by maintaining, as included, nominal increased value coverage for each of our vessels, under which coverage, in the event of total loss of a vessel, we will be entitled to recover amounts not recoverable under the hull and machinery policy beyond partial loss. We have not obtained, and do not intend to obtain, loss-of-hire insurance covering the loss of revenue during extended off-hire periods. We believe that this type of coverage is not economical and is of limited value to us. However, we evaluate the need for such coverage on an ongoing basis, taking into account insurance market conditions and the employment of our

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vessels. The charterer generally pays extra war risk insurance and broker commissions when the vessel is ordered by the charterer to enter a notified war exclusion trading area.

Protection and indemnity insurance is provided by mutual protection and indemnity associations (“P&I associations”), which insure our third-party pollution, wreck removal and crew liabilities in connection with our shipping activities. Coverage includes third-party liability, crew liability and other related expenses resulting from the abandonment, injury or death of crew, and other third parties, the loss or damage to cargo, claims arising from collisions with other vessels, damage to other third-party property, pollution arising from oil or other substances and salvage, towing and other related costs, including wreck removal. Protection and indemnity insurance is a form of mutual indemnity insurance, extended by P&I associations. Subject to a limit, our coverage is nearly unlimited, but subject to the rules of the particular protection and indemnity insurer.

The 13 P&I associations that comprise the International Group insure approximately 90% of the world’s commercial blue-water tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. As a member of a mutual P&I association, which is a member or affiliate of the International Group, we are subject to calls payable to the associations based on the International Group’s claim records as well as a proportioned impact of claim records of all other members of the individual associations.

Power generation. APR Energy maintains customary insurances for its industry, including cover for transportation of its equipment, machinery breakdown, losses due to fire and natural disasters and business interruption. In certain jurisdictions coverage against political risk is also in place. We evaluate the need for cover, limits and deductibles on an ongoing basis in consultation with our insurance brokers and other subject matter experts.

Competition

Containership Leasing. We operate in markets that are highly competitive and based primarily on supply and demand of containerships. We compete for charters based upon price, customer relationships, operating and technical performance, professional reputation and size, age and condition of the vessel.

Competition for providing new containerships for chartering purposes comes from a number of experienced shipping companies, including direct competition from shipping and lease financing companies, other independent charter owners and indirect competition from state-sponsored and other major entities with their own fleets. Some of our competitors may have greater financial resources than we do and can operate larger fleets and may be able to offer better charter rates. An increasing number of marine transportation companies have entered the containership sector, including many with positive reputations and extensive resources and experience. This increased competition may cause greater price competition for time charters.

Power Generation. Competition for APR Energy comes from power generation equipment manufacturers (OEMs), regional and global IPPs, fuel companies, and other specialty power generation companies including local and regional power rental companies. Barriers to entry in our market space remain high, but there are new and expanding entrants competing with APR Energy with different solutions and technologies, including renewables. This may create pricing pressure in the market, slower contracting of our gas turbine solutions, and lead to reduced margins.

Seasonality

Containership Leasing. Our vessels primarily operate under long-term charters and are generally not subject to the effect of seasonal variations in demand.

Power Generation. A portion of APR Energy’s demand is subject to seasonality as it pertains to customers with increased power demand due to either hot temperatures in the summertime or cold temperatures in the wintertime. The exigent events that drive some of APR Energy’s response driven projects are seasonal such as hurricane or drought driven demand but can easily occur any time of year such as power plant failures, earthquakes or tsunamis. The bulk of APR Energy’s demand results from a lack of planning, electricity demand outstripping supply in general, political events or delays in investment, none of which are driven by seasonality.

Environmental and Other Regulations

Government regulation significantly affects our business and the operation of our vessels and power plants. We are subject to international conventions and codes, and national, state, provincial and local laws and regulations in the jurisdictions in which our businesses operate or where our vessels are registered, including, among others, those governing the generation, management and disposal of hazardous substances and wastes, the cleanup of oil spills and other contamination, air emissions, water discharges and noise abatement.

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A variety of government, quasi-government and private entities require us to obtain permits, licenses or certificates for our business operations. Failure to maintain necessary permits or approvals could require us to incur substantial costs or temporarily suspend the operation of one or more of our power plants or our vessels in one or more ports.

Increasing environmental concerns have created a demand for vessels that conform to the strictest environmental standards. We are required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with United States, Canadian and international regulations and with flag state administrations.

The following is an overview of certain material governmental regulations that affect our business and the operation of our vessels. It is not a comprehensive summary of all government regulations to which we are subject.

International Maritime Organization

The IMO is the United Nations’ agency for maritime safety. The IMO has negotiated international conventions that impose liability for pollution in international waters and a signatory’s territorial waters. For example, the IMO’s International Convention for the Prevention of Pollution from Ships (“MARPOL”), imposes environmental standards on the shipping industry relating to, among other things, pollution prevention and procedures, technical standards, oil spills management, transportation of marine pollutants and air emissions. Annex VI of MARPOL, which regulates air pollution from vessels, sets limits on sulfur oxide, nitrogen oxide and particulate matter emissions from vessel exhausts and prohibits deliberate emissions of ozone depleting substances, such as chlorofluorocarbons. We believe all of our vessels currently are Annex VI compliant, as applicable. Annex VI also includes a global cap on the sulfur content of fuel oil with a lower cap on the sulfur content applicable inside Emission Control Areas (“ECAs”). Existing ECAs include the Baltic Sea, the North Sea, including the English Channel, the North American area and the U.S. Caribbean Sea area. Additional geographical areas may be designated as ECAs in the future.

Annex VI called for incremental reductions in sulfur in fuel between 2012 and 2020, and the use of advanced technology engines designed to reduce emissions of nitrogen oxide, with a “Tier II” emission limit applicable to engines installed on or after January 1, 2011 and a more stringent “Tier III” emission limit applicable to engines installed on or after January 1, 2016 operating in the North American and U.S. Caribbean Sea and to engines installed on or after January 1, 2021 for vessels operating in the Baltic and North Sea. For future nitrogen oxide ECA designations, Tier III standards will apply to engines installed on ships constructed on or after the date of ECA designation, or a later date as determined by the country applying for the ECA designation.

The global sulfur cap came into force on January 1, 2020, following amendments to Annex VI of MARPOL. This cap requires marine vessels to consume fuels with a maximum sulfur content of 0.5%. Compliance with Annex VI for the emission of sulfur oxides can be achieved by means of the primary control of using low sulfur content fuel or through a secondary control by removing the sulfur oxide pollutant using an exhaust gas cleaning system. Our time charters call for our customers to supply fuel that complies with Annex VI. Currently, 26 vessels in our fleet use an exhaust gas cleaning system to achieve compliance with IMO’s 2020 sulfur cap. The remainder of our fleet has achieved compliance by switching to compliant fuels.

In 2018, the IMO adopted a measures to reduce Green House Gases (“GHG”) emission from international shipping, which measures are consistent with the Paris Agreement goals. The measures are primarily centered on design improvements for newbuild vessels and operational measures to improve energy efficiency of ships. In maintaining alignment with its strategy and corresponding targets, in November 2020, the Marine Environment Protection Committee of the IMO adopted additional short-term measures which include design improvements for existing ships and verification of operational efficiency by measuring Carbon Intensity, which will come into force starting in 2023. To comply with the new requirements, existing vessels will have to take measures to align with the design index applicable to IMO’s phase 3 design criteria for new ships. Limiting engine power is one of the several ways to achieve the required Energy Efficiency Design Index for Existing ships and comply with the new MARPOL requirement. Several vessels in our fleet will go through the process of limiting engine power to achieve compliance by due date. There are other ongoing initiatives to improve operational efficiency of our vessels such as hydrodynamic modifications, selection of high performance hull coatings and cargo loadability improvements, amongst others measures to improve carbon footprint from our vessels. We may be subject to significant costs and expenses if we fail to meet these new requirements and any of our ships is non-compliant. The IMO also requires ships of 5,000 gross tonnage or more to record and report their fuel consumption to their flag state at the end of each calendar year. Flag states of respective vessels will subsequently transfer this data to IMO Ship Fuel consumption database. The Database will help IMO measure GHG emissions and take measures to reduce the emissions in line with its strategic goals. Some of our ships will be affected by the new requirements and we will have to agree with our charterers on new speed limitations and possible ship modifications to meet these requirements.

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The IMO’s International Convention on Civil Liability for Bunker Oil Pollution Damage (the “Bunker Convention”), imposes, subject to limited exceptions, strict liability on vessel owners for pollution damage in jurisdictional waters of ratifying states, which does not include the United States, caused by discharges of “bunker oil.” The Bunker Convention also requires owners of registered vessels over a certain size to maintain insurance for pollution damage in an amount generally equal to the limits of liability under the applicable national or international limitation regime. We believe our vessels comply with the Bunker Convention.

The IMO’s Ballast Water Management Convention requires ships to manage their ballast water in such a way that aquatic organisms and pathogens are removed or rendered harmless before discharging the water. The compliance deadline for installation of ballast water treatment (“BTW”) systems is 2024. We adopted the BTW technology for our newbuild vessels in the early stages and are on track to complete installation of approved BWT systems before the IMO compliance date.

The IMO also regulates vessel safety. The International Safety Management Code (the “ISM Code”), provides an international standard for the safe management and operation of ships and for pollution prevention. The ISM Code requires our vessels to develop and maintain an extensive “Safety Management System” that includes the adoption of a safety and environmental protection policy and implementation procedures. A Safety Management Certificate is issued under the provisions of SOLAS to each vessel with a Safety Management System verified to be in compliance with the ISM Code. Failure to comply with the ISM Code may subject a party to increased liability, may decrease available insurance coverage for the affected vessels, and may result in a denial of access to, or detention in, certain ports. All of the vessels in our fleet are ISM Code-certified.

Increasingly, various regions are adopting additional, unilateral requirements on the operation of vessels in their territorial waters. These regulations, such as those described below, apply to our vessels when they operate in the relevant regions’ waters and can add to operational and maintenance costs, as well as increase the potential liability that applies to violations of the applicable requirements.

United States

The United States Oil Pollution Act of 1990 and CERCLA

The United States Oil Pollution Act of 1990 (“OPA”), establishes an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. The Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), governs spills or releases of hazardous substances other than petroleum or petroleum products. Under OPA and CERCLA, vessel owners, operators and bareboat charterers are jointly and, subject to limited exceptions, strictly liable for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil or hazardous substances, as applicable, from their vessels. OPA and CERCLA define these damages broadly to include certain direct and indirect damages and losses, including the assessment of damages, remediation, damages to natural resources such as fish and wildlife habitat, and agency oversight costs.

Under certain conditions, liabilities under OPA and CERCLA may be limited due to base or gross ton caps, which are periodically updated. Liability caps do not apply under OPA and CERCLA if the incident is caused by gross negligence, willful misconduct or a violation of certain regulations.

We maintain pollution liability coverage insurance in the amount of $1.0 billion per incident for each of our vessels. If the damages from a catastrophic spill were to exceed our insurance coverage it could harm our business, financial condition and results of operation. Vessel owners and operators must establish and maintain with the U.S. Coast Guard evidence of financial responsibility sufficient to meet their potential aggregate liabilities under OPA and CERCLA. Evidence of financial responsibility may be demonstrated by showing proof of insurance, surety bonds, self-insurance or guarantees. We have obtained the necessary U.S. Coast Guard financial assurance certificates for each of our vessels currently in service and trading to the United States. Owners or operators of certain vessels operating in U.S. waters also must prepare and submit to the U.S. Coast Guard a response plan for each vessel, which plan, among other things, must address a “worst case” scenario environmental discharge and describe crew training and drills to address any discharge. Each of our vessels has the necessary response plans in place.

OPA and CERCLA do not prohibit individual states from imposing their own liability regimes with regard to oil pollution or hazardous substance incidents occurring within their boundaries, and some states have enacted legislation providing for unlimited liability for spills. In some cases, states that have enacted such legislation have not yet issued implementing regulations defining vessel owners’ responsibilities under these laws. We intend to comply with all applicable state regulations in the ports where our vessels call.

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Clean Water Act and Ballast Water Regulation

The Clean Water Act (“CWA”), establishes the basic structure for regulating discharges of pollutants into the waters of the United States and regulating quality standards for surface waters. Civil and criminal penalties are expressly authorized by the CQAS for discharges of pollutants without a permit and the failure to satisfy permit requirements. The Act also authorizes citizens to bring claims against alleged violators under its citizen suit provisions. The CWA also authorizes the Environmental Protection Agency (“EPA”) to impose on responsible parties costs associated with the removal, and remediation of hazardous substances, as well other damages. In this way, the CWA complements the remedies available under OPA and CERCLA. The CWA does not prohibit individual states from imposing more stringent conditions, which many states have done.

Rules relating to ballast water, and specifically, ballast water discharge, have been adopted by the EPA and the United States Coast Guard. In general, these rules require the pre-treatment of ballast water prior to discharge. Additional requirements relating to ballast water management apply to vessels visiting different port facilities. Failure to comply with these rules could restrict our ability to operate within U.S. waters and result in fines, penalties or other sanctions.

As of December 2019, the EPA is regulating ballast water discharges and other discharges incidental to the normal operation of certain vessels pursuant to the Vessel Incidental Discharge Act (“VIDA”), which replaces the 2013 Vessel General Permit (“VGP”) program. VIDA requires the EPA to develop performance standards for discharges within two years of enactment, and requires the U.S. Coast Guard to develop complementary regulations within two years of EPA’s promulgation of standards. Under VIDA, existing regulations regarding ballast water treatment remain in effect until the EPA and U.S. Coast Guard regulations are finalized. Non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including submission of the Notice of Intent (“NOI”) or retention of the PARI form and submission of annual reports. We submit the NOIs for our vessels where required. Compliance with these and other regulations could require the installation of ballast water treatment equipment or the implementation of the other port facility disposal procedures at potentially significant costs. Non-compliance with these regulations may result in fines, penalties or other sanctions.

In addition, the Act to Prevent Pollution from Ships (“APPS”), implements various provisions of MARPOL and applies to larger foreign-flag ships when operating in U.S. waters. The regulatory mechanisms established in APPS to implement MARPOL are separate and distinct from the CWA and other federal environmental laws. Civil and criminal penalties may be assessed under APPS for non-compliance.

Additional Ballast Water Regulations

The United States National Invasive Species Act (“NISA”), and certain regulation enacted by the U.S. Coast Guard (“USCG”) under NISA, impose mandatory ballast water management practices for all vessels equipped with ballast water tanks entering U.S. waters, including a limit on the concentration of living organisms in ballast water discharged in such waters. Vessels constructed after December 1, 2013 are required to have a USCG-approved BTW system installed, and vessels constructed prior to December 1, 2013 are required to have a BTW system installed on the first scheduled dry-dock after January 1, 2016. As of January 2022, there are approximately 46 USCG-approved BTW systems, and additional systems are currently under review or testing. Because approvals were initially slow to be given, individual vessel implementation schedules have been extended in cases where vessel owners have demonstrated that compliance is not technologically feasible. Some of our vessels which adopted the BWT technology in an early stage are in the process of upgrading the treatment systems to meet the standards set by USCG. The compliance deadline for these vessels was extended by the USCG considering the early installation.

The USCG regulations also require vessels to maintain a vessel-specific ballast water management plan that addresses training and safety procedures, fouling maintenance and sediment removal procedures. Individual U.S. states have also enacted laws to address invasive species through ballast water and hull cleaning management and permitting requirements.

Clean Air Act

The Clean Air Act (the “CAA”), and its implementing regulations impose requirements on our vessels regarding vapor control and establish recovery requirements for cleaning fuel tanks and conducting other operations in regulated port areas. In addition, the EPA has adopted standards pursuant to the CAA concerning air emissions that apply to certain engines installed on U.S. vessels and to marine diesel fuels produced and distributed in the United States. These standards are consistent with Annex VI of MARPOL and mandate significant reductions for vessel emissions of particulate matter, sulfur oxides and nitrogen oxides.

The CAA also requires states to draft State Implementation Plans (“SIPs”), designed to attain national health-based air quality standards in primarily major metropolitan and industrial areas. Several SIPs regulate emissions from degassing

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operations by requiring the installation of vapor control equipment on vessels. For example, California has enacted regulations that apply to ocean-going vessels’ engines when operating within 24 miles of the California coast and require operators to use low sulfur distillate fuels. California has also approved regulations to reduce emissions from diesel auxiliary engines on certain ocean-going vessels while in California ports, including container ship fleets that make 25 or more annual visits to California ports. The rules require that every regulated vessel coming into an applicable California port either use shore power (e.g., plug into the local electrical grid) or a control technology approved by the California Air Resources Board to reduce harmful emissions. The new rules do not go into effect until January 1, 2023. These, and potential future federal and state requirements may increase our capital expenditures and operating costs while in applicable ports. As with other U.S. environmental laws, failure to comply with the CAA may subject us to enforcement action, including payment of civil or criminal penalties and citizen suits.

Canada

Canada has established a complex regulatory enforcement system under the jurisdiction of various ministries and departments for preventing and responding to a marine pollution incident. The principal statutes of this system prescribe measures to prevent pollution, mandate remediation of marine pollution, and create civil, administrative and quasi-criminal liabilities for those responsible for a marine pollution incident.

Canada Shipping Act, 2001

The Canada Shipping Act, 2001 (“CSA 2001”), is Canada’s primary legislation governing marine transport, pollution and safety. CSA 2001 applies to all vessels operating in Canadian waters and in the Exclusive Economic Zone of Canada. CSA 2001 requires shipowners to have in place an arrangement with an approved pollution response organization. Vessels must carry a declaration, which identifies the vessel’s insurer and confirms that an arrangement with a response organization is in place. CSA 2001 also makes it a strict liability offense to discharge from a vessel a pollutant, including, among other things, oil. Vessels must have a shipboard oil pollution plan and implement the same in respect of an oil pollution incident. CSA 2001 provides the authorities with broad discretionary powers to enforce its requirements, and violations of CSA 2001 requirements can result in significant administrative and quasi-criminal penalties. CSA 2001 authorizes the detention of a vessel where there are reasonable grounds for believing that the vessel caused marine pollution or that an offense has been committed. Canada’s Department of Transport has also enacted regulations on ballast water management under CSA 2001. These regulations require the use of management practices, including mid-ocean ballast water exchange. Each of our vessels is currently CSA 2001 compliant.

Canadian Environmental Protection Act, 1999

The Canadian Environmental Protection Act (the “CEPA”), regulates water pollution, including disposal at sea and the management of hazardous waste. CEPA prohibits the disposal or incineration of substances at sea except with a permit issued under CEPA, the importation or exportation of a substance for disposal at sea without a permit, and the loading on a ship of a substance for disposal at sea without a permit. Contravention of CEPA can result in administrative and quasi-criminal penalties, which may be increased if damage to the environment results and the person acted intentionally or recklessly. A vessel also may be seized or detained for contravention of CEPA’s prohibitions. Costs and expenses of measures taken to remedy a condition or mitigate damage resulting from an offense are also recoverable. CEPA establishes liability to the Canadian government authorities that incur costs related to restoration of the environment, or to the prevention or remedying of environmental damage, or an environmental emergency. Limited defenses are provided but generally do not cover violations arising from ordinary vessel operations.

Marine Liability Act

The Marine Liability Act (“MLA”), is the principal legislation dealing with liability of shipowners and operators in relation to passengers, cargo, pollution and property damage. The MLA implements various international maritime conventions and creates strict liability for a vessel owner for damages from oil pollution from a ship, as well as for the costs and expenses incurred for clean-up and preventive measures. Both governments and private parties can pursue vessel owners for damages sustained or incurred as a result of such an incident. Although the act does provide some limited defenses, they are generally not available for spills or pollution incidents arising out of the routine operation of a vessel. The act limits the overall liability of a vessel owner to amounts that are determined by the tonnage of the containership. The MLA also provides for the creation of a maritime lien over foreign vessels for unpaid invoices to ship suppliers operating in Canada.

Wildlife Protection

The Migratory Birds Convention Act (“MBCA”), implements Canada’s obligations under a bilateral treaty between the United States and Great Britain (on behalf of Canada) designed to protect migrating birds that cross North American land and water areas. The MBCA prohibits the deposit of any substance that is harmful to migratory birds in any waters or

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area frequented by migratory birds. A foreign vessel involved in a violation may be detained within Canada’s Exclusive Economic Zone with the consent of the attorney general. The Fisheries Act prohibits causing the death of fish or the harmful alteration, disruption or destruction of fish habitat or the deposit of a deleterious substance in waters frequented by fish. The owner of a deleterious substance, the person having control of the substance and the person causing the spill must report the spill and must take all reasonable measures to prevent or remedy adverse effects resulting from a spill. The Species at Risk Act protects endangered aquatic species and migratory birds and their designated critical habitat. Violations of these Acts can be committed by a person or a vessel and may result in significant administrative and quasi-criminal penalties.

China

Prior to our vessels entering any ports in the PRC, we are required to enter into pollution clean-up agreements with pollution response companies approved by the PRC. Through a local agency arrangement, we have contracted with approved companies. These pollution clean-up agreements are not required if the vessel is only passing through PRC waters.

China has established a coastal emission control area (ECA) and inland emission control areas that cap sulfur content of marine fuels. The coastal ECA extends 12 nautical miles from the baseline of Chinese territorial waters. Marine fuels used by seagoing vessels entering the inland emission control areas shall not exceed 0.10% sulfur, from January 1, 2020.

Authorities in Hong Kong and Taiwan have also imposed similar cap on sulfur content of fuels consumed by vessels calling ports in their respective territories.

Mirroring the IMO and EU’s efforts to monitor and measure carbon footprint from shipping, China introduced its own regulation to monitor energy consumption from ships operating in Chinese ports. Beginning January 1, 2019, all vessels entering or leaving ports in China report to authorities in prescribed format. All our vessels trading in Chinese ports are currently complying with the local regulatory requirements.

European Union Requirements

In waters of the EU, our vessels are subject to regulation by EU-level legislation, including directives implemented by the various member states through laws and regulations of these requirements. These laws and regulations prescribe measures, among others, to prevent pollution, protect the environment and support maritime safety. For instance, the EU has adopted directives that require member states to refuse access to their ports to certain sub-standard vessels, according to various factors, such as the vessel’s condition, flag, and number of previous detentions (Directive 2009/16/EC on Port State Control as amended and supplemented from time to time). Member states must, among other things, inspect minimum percentages of vessels using their ports annually (based on an inspection “share” of the relevant member state of the total number of inspections to be carried out within the EU and the Paris Memorandum of Understanding on Port State Control region), inspect all vessels which are due for a mandatory inspection (based, among other things, on their type, age, risk profile and the time of their last inspection) and carry out more frequent inspections of vessels with a high risk profile. If deficiencies are found that are clearly hazardous to safety, health or the environment, the state is required to detain the vessel or stop loading or unloading until the deficiencies are addressed. Member states are also required to implement their own separate systems of proportionate penalties for breaches of these standards.

Our vessels are also subject to inspection by appropriate classification societies. Classification societies typically establish and maintain standards for the construction and classification of vessels, supervise that construction in accordance with such standards, and carry out regular surveys of ships in service to ensure compliance with such standards. The EU has adopted legislation (Regulation (EC) No 391/2009 and Directive 2009/15/EC, as amended and supplemented from time to time) that provides member states with greater authority and control over classification societies, including the ability to seek to suspend or revoke the authority of classification societies that are negligent in their duties. The EU requires member states to monitor these organizations’ compliance with EU inspection requirements and to suspend any organization whose safety and pollution prevention performance becomes unsatisfactory.

The EU’s directive on the sulfur content of fuels (Directive (EU) 2016/802, which consolidates Directive 1999/32/EC and its various amendments) restricts the maximum sulfur content of marine fuels used in vessels operating in EU member states’ territorial seas, exclusive economic zones and pollution control zones. The directive provides for more stringent rules on maximum sulfur content of marine fuels applicable in specific Sulfur Emission Control Areas (“SECAs”), such as the Baltic Sea and the North Sea, including the English Channel. Further sea areas may be designated as SECAs in the future by the IMO in accordance with Annex VI of MARPOL. Under this directive, we may be required to make expenditures to comply with the sulfur fuel content limits in the marine fuel our vessels use in order to avoid delays or other obstructions to their operations, as well as any enforcement measures which may be imposed by the relevant member states for non-compliance with the provisions of the directive. We also may need to make other expenditures (such

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as expenditures related to washing or filtering exhaust gases) to comply with relevant sulfur oxide emissions levels. The directive has been amended to bring the above requirements in line with Annex VI of MARPOL. It also makes certain of these requirements more stringent. These and other related requirements may require additional capital expenditures and increase our operating costs.

Through Directive 2005/35/EC (as amended by Directive 2009/123/EC and as further amended and supplemented from time to time), the EU requires member states to cooperate to detect pollution discharges and impose criminal sanctions for certain pollution discharges committed intentionally, recklessly or by serious negligence and to initiate proceedings against ships at their next port of call following the discharge. Penalties may include fines and civil and criminal penalties. Directive 2000/59/EC (as amended and supplemented from time to time) requires all ships (except for warships, naval auxiliary or other state-owned or state-operated ships on non-commercial service), irrespective of flag, calling at, or operating within, ports of member states to deliver all ship-generated waste and cargo residues to port reception facilities. Under the directive, a fee is payable by the ships for the use of the port reception facilities, including the treatment and disposal of the waste. The ships may be subject to an inspection for verification of their compliance with the requirements of the directive and penalties may be imposed for their breach.

The EU also authorizes member states to adopt the IMO’s Bunker Convention, discussed above, that imposes strict liability on shipowners for pollution damage caused by spills of oil carried as fuel in vessels’ bunkers and requires vessels of a certain size to maintain financial security to cover any liability for such damage. Most EU member states have ratified the Bunker Convention.

The EU has adopted a regulation (EU Ship Recycling Regulation (1257/2013)) which sets forth rules relating to vessel recycling and management of hazardous materials on vessels. The regulation contains requirements for the recycling of vessels at approved recycling facilities that must meet certain requirements, so as to minimize the adverse effects of recycling on human health and the environment. The regulation also contains rules for the control and proper management of hazardous materials on vessels and prohibits or restricts the installation or use of certain hazardous materials on vessels. The regulation seeks to facilitate the ratification of the IMO’s Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009. The regulation applies to vessels flying the flag of a member state and certain of its provisions apply to vessels flying the flag of a third country calling at a port or anchorage of a member state. For example, when calling at a port or anchorage of a member state, a vessel flying the flag of a third country will be required, among other things, to have on board an inventory of hazardous materials which complies with the requirements of the new regulation and the vessel must be able to submit to the relevant authorities of that member state a copy of a statement of compliance issued by the relevant authorities of the country of the vessel’s flag verifying the inventory. The regulation entered into force on December 30, 2013, although certain of its provisions are to apply at different stages, with certain of them applicable from December 31, 2020. Pursuant to this regulation, the EU Commission adopted the first version of a European List of approved ship recycling facilities meeting the requirements of the regulation, as well as four further implementing decisions dealing with certification and other administrative requirements set out in the regulation.

The EU is considering other proposals to further regulate vessel operations. The EU has adopted an Integrated Maritime Policy for the purposes of achieving a more coherent approach to maritime issues through coordination between different maritime sectors and integration of maritime policies. The Integrated Maritime Policy has sought to promote the sustainable development of the European maritime economy and to protect the marine environment through cross-sector and cross-border cooperation of maritime participants. The EU Commission’s proposals included, among other items, the development of environmentally sound end-of-life ship dismantling requirements (as described above in respect of the EU Ship Recycling Regulation (1257/2013)), promotion of the use of shore-side electricity by ships at berth in EU ports to reduce air emissions, and consideration of options for EU legislation to reduce greenhouse gas emissions from maritime transport. The European Maritime Safety Agency has been established to provide technical support to the EU Commission and member states in respect of EU legislation pertaining to maritime safety, pollution and security. The EU, any individual country or other competent authority may adopt additional legislation or regulations applicable to us and our operations.

Other Greenhouse Gas Legislation

The Paris Agreement, which was adopted in 2015 by a large number of countries and entered into force in November 2016, deals with greenhouse gas emission reduction measures and targets from 2020 to limit the global average temperature increase to well below 2˚ Celsius above pre-industrial levels. International shipping was not included in this agreement, but it is expected that its adoption may lead to regulatory changes in relation to curbing greenhouse gas emissions from shipping.

The IMO, EU, Canada, the United States and other individual countries, states and provinces are evaluating various measures to reduce greenhouse gas emissions from international shipping, which may include some combination of market-based instruments, a carbon tax or other mandatory reduction measures. The EU adopted Regulation (EU)

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2015/757 concerning the monitoring, reporting and verification of carbon dioxide emissions from vessels (the “MRV Regulation”), which entered into force in July 2015 (as amended by Regulation (EU) 2016/2071). The MRV Regulation applies to all vessels over 5,000 gross tonnage (except for a few types, including, but not limited to, warships and fish-catching or fish-processing vessels), irrespective of flag, in respect of carbon dioxide emissions released during voyages within the EU as well as EU incoming and outgoing voyages. The first reporting period commenced on January 1, 2018. The monitoring, reporting and verification system adopted by the MRV Regulation may be the precursor to a market-based mechanism to be adopted in the future. The EU has determined that maritime shipping will be included in the EU Emissions Trading System as from 2024 in the absence of a comparable system operating under the IMO. This will result in additional costs to us as ship owners if the commercial operators of our ships (i.e., the charterer or party responsible for the purchase of fuel, choice of cargo, route and speed) are not held responsible for these costs under the proposed EU regulations.

The European Commission has launched a “Fit for 55” package of proposals intended to reduce the EU’s total GHG emissions by 55% by 2030, with the ultimate goal to achieve full EU decarbonization by 2050. As a result, shipping is likely to face new stringent EU regulations. The proposal includes following:

•The European Trading System Directive - Shipping will become subject to the Emission Trading Scheme (‘ETS’), with the ships presently reporting emissions under the EU MRV regulation required to purchase carbon emission credits. Under the ETS, every year companies must purchase enough allowances in order to cover the total amount of their CO2 emissions in that year. At the end of each year they must surrender those allowances. Each allowance corresponds to 1 ton of CO2 and the price of 1 allowance was EUR 97.11 on March 2, 2023. If companies can limit their allowances below the amount covered by the allowances they purchased, they can sell their unused allowances. By including the shipping sector in the ETS the EU intends to signal that investments in energy efficiency are more cost-efficient than paying for the price of carbon emissions and hence support decarbonization. All intra-EU emissions will be included, but only 50% of the emissions for voyages from and to a third country when arriving in or departing from the EU, respectively. Non-compliance is punishable by fines and could eventually lead to a ban from EU waters. Shipping companies, particularly those, such as ourselves, whose administering bodies are based outside the EU, will likely face increased administrative and compliance costs once the proposals are enacted. It remains to be seen what form the enactments will take when the final text of the EU ETS is published. On December 18, 2022, provisional agreement was reached by the EU Council and EU Parliament (the two EU legislative bodies) which provides for a gradual introduction of obligations for shipping companies. Specifically, they will be obliged to surrender allowances corresponding to only 40% of their verified emissions for 2024, 70% for 2025 and 100% as from 2026.

•The Fuel EU Maritime Regulation - This is a new regulation coming into effect in 2025, imposing life cycle GHG footprint requirements on the energy used onboard ships. It will apply to the same ships that are covered by the EU MRV regulation and will, in addition to CO2, cover methane and nitrous oxide, all in a well-to-wake perspective. The GHG intensity of the energy used will be required to improve by 2% in 2025 relative to 2020, ramping up to 75% by 2050. Credits will be granted for energy generated on board, such as by wind power. The regulation will also require container and passenger vessels to connect to shore power from 2030 for stays longer than two hours. Same as for the ETS, non-compliance may lead to fines and being banned from EU waters. While this Regulation has not yet been adopted, it appears from the Parliament’s proposed amendments that the required GHG intensity will be 20% as of 2035, 38 % from 2040, 64 % as of 2045 and 80% as of 2050. The EU Parliament’s amendments to the proposed Regulation also introduce a target of 2% for the use of renewable fuels of non-biological origin from 2030.

•The Alternative Fuels Infrastructure - This regulation is an update of an existing directive and will require EU member states to ramp up the availability of LNG by 2025 and onshore electrical power supply by 2030 in core EU ports.

•The Energy Taxation Directive - This directive is being revised to remove the tax exemption for conventional fuels used between EU ports as of 1 January 2023 resulting in a significant increase in their price. International bunker for extra-EU voyages remains tax exempt. For heavy fuel oil, the new tax rate will be approximately €37 per tonne.

Any passage of climate control legislation or other regulatory initiatives by the IMO, EU, Canada, the United States or other individual jurisdictions where we operate, that restrict emissions of greenhouse gases from vessels, could require us to make significant capital expenditures and may materially increase our operating costs.

Other Regions

We may be subject to environmental and other regulations that have been or may become adopted in other regions of the world that may impose obligations on our containership and/or power generation businesses and may increase our

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costs to own and operate them. Compliance with these requirements may require significant expenditures on our part and may materially increase our operating costs.

Vessel Security Regulations

Since September 2001, there have been a variety of initiatives intended to enhance vessel security. In November 2002, the Maritime Transportation Security Act of 2002 (the “MTSA”), came into effect. To implement certain portions of the MTSA, the United States Coast Guard has issued regulations requiring the implementation of certain security requirements aboard vessels operating in U.S. waters. Similarly, amendments to SOLAS created a new chapter of the convention dealing specifically with maritime security, which came into effect in July 2004. The new chapter imposes various detailed security obligations on vessels and port authorities, most of which are contained in the International Ship and Port Facilities Security Code (“ISPS Code”). Among the various requirements are:

•on-board installation of automatic information systems, to enhance vessel-to-vessel and vessel-to-shore communications;

•on-board installation of ship security alert systems;

•the development of vessel security plans; and

•compliance with flag state security certification requirements.

The United States Coast Guard regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures if such vessels have on board a valid International Ship Security Certificate, that attests to the vessel’s compliance with SOLAS security requirements and the ISPS Code. Our existing vessels have implemented the various security measures addressed by the MTSA, SOLAS and the ISPS Code. Any failure to maintain such certifications may subject us to increased liability and may result in denial of access to, or detention in, certain ports. Furthermore, compliance with the ISPS Code requires us to incur certain costs. Although such costs have not been material to date, if new or more stringent regulations relating to the ISPS Code are adopted by the IMO and the flag states, these requirements could require significant additional capital expenditures or otherwise increase the costs of our operations.

Currency control regulations

APR Energy operates in a number of developing jurisdictions which may, from time to time, impose currency controls such that APR’s ability to repatriate revenue from that jurisdiction is substantially delayed and can result in significant increased costs. Market conditions may not provide APR with the opportunity to cover such conditions in its contracts. APR closely monitors government policies relating to currency controls and mitigates the effects whenever possible.

Taxation of the Company

United States Taxation

The following is a discussion of the expected material U.S. federal income tax considerations applicable to us. This discussion is based upon the provisions of the Code, applicable U.S. Treasury Regulations promulgated thereunder, legislative history, judicial authority and administrative interpretations, as of the date of this Annual Report, all of which are subject to change, possibly with retroactive effect or are subject to different interpretations. Changes in these authorities may cause the U.S. federal income tax considerations to vary substantially from those described below.

The following discussion is for general information purposes only and does not purport to be a comprehensive description of all of the U.S. federal income tax considerations applicable to us. No ruling has been requested from the IRS regarding any matter affecting us. The statements made herein may not be sustained by a court if contested by the IRS.

Taxation of Operating Income

We expect that substantially all of our gross income will be attributable to the transportation of cargo. For this purpose, gross income attributable to transportation (“Transportation Income”), includes income from the use (or hiring or leasing for use) of a vessel to transport cargo and the performance of services directly related to the use of any vessel to transport cargo and, thus, includes time charter and bareboat charter income.

Fifty percent (50%) of Transportation Income attributable to transportation that either begins or ends, but that does not both begin and end, in the United States (“U.S. Source International Transportation Income”), is considered to be derived from sources within the United States. Transportation Income attributable to transportation that both begins and ends in the United States (“U.S. Source Domestic Transportation Income”), is considered to be 100% derived from sources within the United States. Transportation Income attributable to transportation exclusively between non-U.S. destinations is

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considered to be 100% derived from sources outside the United States. Transportation Income derived from sources outside the United States generally is not subject to U.S. federal income tax.

We believe that we have not earned any U.S. Source Domestic Transportation Income, and we expect that we will not earn any such income in future years. However, certain of our activities give rise to U.S. Source International Transportation Income, and future expansion of our operations could result in an increase in the amount of our U.S. Source International Transportation Income. Unless the exemption from tax under Section 883 of the Code (the “Section 883 Exemption”), applies, our U.S. Source International Transportation Income generally will be subject to U.S. federal income taxation under either the net basis and branch profits tax or the 4% gross basis tax, each of which is discussed below.

The Section 883 Exemption

In general, the Section 883 Exemption provides that if a non-U.S. corporation satisfies the requirements of Section 883 of the Code and the Treasury Regulations thereunder (the “Section 883 Regulations”), it will not be subject to the net basis and branch profits taxes or the 4% gross basis tax described below on its U.S. Source International Transportation Income. The Section 883 Exemption does not apply to U.S. Source Domestic Transportation Income.

A non-U.S. corporation will qualify for the Section 883 Exemption if, among other things, it (1) is organized in a jurisdiction outside the United States that grants an exemption from tax to U.S. corporations on international Transportation Income (an “Equivalent Exemption”), (2) satisfies one of three ownership tests (“Ownership Tests”), described in the Section 883 Regulations and (3) meets certain substantiation, reporting and other requirements.

We are organized under the laws of the Republic of the Marshall Islands. The U.S. Treasury Department has recognized the Republic of the Marshall Islands as a jurisdiction that grants an Equivalent Exemption. We also believe that we will be able to satisfy all substantiation, reporting and other requirements necessary to qualify for the Section 883 Exemption. Consequently, our U.S. Source International Transportation Income should be exempt from U.S. federal income taxation provided we satisfy the Ownership Tests and provided we file a U.S. federal income tax return to claim the Section 883 Exemption. We believe that we currently should satisfy the Ownership Tests because our common shares represent more than 50% of the vote and value of all classes of stock and are primarily and regularly traded on an established securities market in the United States (and are not treated as closely held) within the meaning of the Section 883 Regulations. We can give no assurance, however, that changes in the trading, ownership or value of our common shares will permit us to continue to qualify for the Section 883 Exemption.

The Net Basis and Branch Profits Tax

If the Section 883 Exemption does not apply, our U.S. Source International Transportation Income may be treated as effectively connected with the conduct of a trade or business in the United States “Effectively Connected Income”, if we have a fixed place of business in the United States and substantially all of our U.S. Source International Transportation Income is attributable to regularly scheduled transportation or, in the case of bareboat charter income, is attributable to a fixed place of business in the United States.

Generally, we believe that we do not have a fixed place of business in the United States. As a result, we believe that substantially none of our U.S. Source International Transportation Income would be treated as Effectively Connected Income. While we do not expect to acquire a fixed place of business in the United States, there is no assurance that we will not have, or will not be treated as having, a fixed place of business in the United States in the future, which may, depending on the nature of our future operations, result in our U.S. Source International Transportation Income being treated as Effectively Connected Income.

Any income we earn that is treated as Effectively Connected Income would be subject to U.S. federal corporate income tax (the highest statutory rate currently is 21%) and a 30% branch profits tax imposed under Section 884 of the Code. In addition, a 30% branch interest tax could be imposed on certain interest paid, or deemed paid, by us.

If we were to sell a vessel that has produced Effectively Connected Income, we generally would be subject to the net basis and branch profits taxes with respect to the gain recognized up to the amount of certain prior deductions for depreciation that reduced Effectively Connected Income. Otherwise, we would not be subject to U.S. federal income tax with respect to gain realized on the sale of a vessel, provided the sale is not considered to occur in the United States under U.S. federal income tax principles.

The 4% Gross Basis Tax

If the Section 883 Exemption does not apply and we are not subject to the net basis and branch profits taxes described above, we generally will be subject to a 4% U.S. federal income tax on our gross U.S. Source International Transportation Income without the benefit of deductions. We estimate that the U.S. federal income tax on such U.S. Source International Transportation Income would be approximately $2 million if the Section 883 Exemption and the net basis and

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branch profits taxes do not apply, based on the amount of our gross U.S. Source International Transportation Income we have earned in prior years. However, many of our time charter contracts contain provisions in which the charterers would be obligated to bear this cost. The amount of such tax for which we would be liable for in any year will depend upon the amount of income we earn from voyages into or out of the United States in such year, however, which is not within our complete control.

Hong Kong Taxation

The following is a discussion of the expected material Hong Kong profits tax considerations applicable to us. This discussion is based upon the provisions of the Inland Revenue Ordinance (Cap. 112) (the “IRO”) as of the date of this Annual Report, all of which are subject to change, possibly with retroactive effect, and subject to different interpretations by the Inland Revenue Department of Hong Kong (the “IRD”). Changes to the IRO or other relevant authorities may cause the Hong Kong profits tax considerations to vary substantially from those described below.

The following discussion is for general information purposes only and does not purport to be a comprehensive description of all of the Hong Kong profits tax considerations applicable to us. We believe Seaspan’s central management and control is in Hong Kong.

Profits tax

In general, the IRO provides that profits tax shall be charged for each year of assessment on every person (which includes corporations) carrying on a trade, profession or business in Hong Kong in respect of such person’s assessable profits arising in or derived from Hong Kong for that year from such trade, profession or business (excluding profits arising from the sale of capital assets) as ascertained in accordance with the IRO. In ascertaining the chargeable profits, applicable deductions are allowed for all costs and expenses to the extent they are incurred by that person during the relevant basis period in the production of chargeable profits.

Under the two-tiered profits tax rates regime in Hong Kong, for corporations, the prevailing profits tax rate for the first HK$2 million of assessable profits will be 8.25% and assessable profits above HK$2 million will continue to be subject to the rate of 16.5%.

There are specific provisions in the IRO in relation to the ascertainment of the assessable profits of a ship-owner carrying on business in Hong Kong.

A person is deemed to be carrying on business as an owner of ships in Hong Kong if the business is normally controlled or managed in Hong Kong or the person is a corporation incorporated in Hong Kong, or any ship owned by that person calls at any location within the waters of Hong Kong (except where the IRD is convinced that the call is of a casual nature). In this context, “business as an owner of ships” means a business of chartering or operating ships.

If a corporation is deemed to be carrying on business as an owner of ships in Hong Kong, certain sums received by the corporation will be considered as relevant sums when ascertaining the assessable profits in accordance with the IRO. The relevant sums include, but are not limited to, all the sums derived from any charter hire in respect of the operation of a ship navigating solely or mainly within the waters of Hong Kong and half of the sums derived from any charter hire in respect of the operation of a ship navigating between any location within the waters of Hong Kong and any location within river trade waters.

The IRO also provides that certain sums will be considered as exempted sums, which are exempted from the determination of the relevant sums. In particular, if a ship is registered in Hong Kong, its income from the relevant carriage abroad proceeding to sea from any location within the waters of Hong Kong or any other location within those waters will be exempted.

In June 2020, the Inland Revenue (Amendment) (Ship Leasing Tax Concessions) Ordinance 2020 (the “Ship Leasing Amendment Ordinance”) was enacted to provide tax concessions for qualifying ship leasing and ship leasing management businesses. Under the Ship Leasing Amendment Ordinance, a qualifying ship lessor is entitled to have its qualifying profits charged at a concessionary profits tax rate (currently set at 0% for the year of assessment commencing on or after 1 April 2020). Such tax concession applies to a corporation for a year of assessment only if (i) during the basis period for that year of assessment, (a) the central management and control of the corporation is exercised in Hong Kong, (b) the activities that produce its qualifying profits for that year are carried out in Hong Kong by the corporation; or arranged by the corporation to be carried out in Hong Kong, and (c)those activities are not carried out by a permanent establishment outside Hong Kong, and (ii) the corporation has made an election in writing, which is irrevocable, that the tax concession applies to it.

If we and/or Seaspan are deemed to be carrying on business as owners of ships in Hong Kong, and if our ships are navigating solely or mainly within the waters of Hong Kong and/or navigating between any location within the waters of

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Hong Kong and any location within river trade waters, the relevant sums falling within the definition of the IRO are subject to the profits tax, with the exception of the exempted sums. The same will apply to our other vessel-holding subsidiaries that are registered as non-Hong Kong companies in Hong Kong (the “vessel-holding subsidiaries”) under the Hong Kong’s Companies Ordinance (Cap. 622) (the “Companies Ordinance”). Based on our operation and our understanding of the relevant provisions of the IRO, we do not believe that our charter hire income is, nor do we expect our charter hire income to be, subject to the profits tax under the IRO, because the ships owned by us, Seaspan and/or our other vessel-holding subsidiaries are not navigating solely or mainly within the waters of Hong Kong and/or are not navigating between any location within the waters of Hong Kong and any location within river trade waters. While currently the ships owned by us, Seaspan and/or our other vessel-holding subsidiaries are not navigating solely or mainly within the waters of Hong Kong and/or are not navigating between any location within the waters of Hong Kong and any location within river trade waters, there is no assurance that these ships will not be operating within the said waters in the future, depending on the nature of our future operations.

In the event that the ships owned by us, Seaspan and/or our other vessel-holding subsidiaries do navigate solely or mainly within the waters of Hong Kong and/or navigate between any location within the waters of Hong Kong and any location within river trade waters and our charter hire income does not fall within the definition of exempted sums under the IRO, we are likely to be subject to the profits tax in respect of such income. In such circumstances, for the purpose of ascertaining the profits tax payable, the assessable profits will be calculated as the sum bearing the same ratio to the aggregate of the relevant sums earned by or accrued to the relevant company during the basis period for that year of assessment as that relevant company’s total shipping profits for the basis period bear to the aggregate of the total shipping income earned by or accrued to that relevant company during that basis period for that year of assessment. However, instead of the calculating the assessable profits based on the above, the IRD may assess the profits on a fair percentage of the aggregate of the relevant sums of the relevant basis period.

In respect of other service-providing subsidiaries (which are registered as non-Hong Kong companies under the Companies Ordinance), if the services are performed in Hong Kong, the service fee income will be considered as being arising in or derived from Hong Kong and the corresponding profits will be subject to the profits tax. The profits tax payable will be calculated using the then prevailing profits tax rate.

The People’s Republic of China Taxation

The following is a discussion of the expected material China tax considerations applicable to us. This discussion is based upon the provisions of the laws and regulations described below as in effect as of the date of this Annual Report, all of which are subject to change, possibly with retroactive effect, and subject to different interpretations by the relevant Chinese tax authorities. Changes to these laws and regulations may cause the Chinese tax considerations to vary substantially from those described below.

The following discussion is for general information purposes only and does not purport to be a comprehensive description of all of the Chinese tax considerations applicable to us.

Corporation Income Tax (“CIT”)

The relevant China tax regulation in respect of the China taxation of our voyage charter and time charter revenue is “Provisional Measures on the Collection of Tax on Non-Resident Taxpayers Engaged in International Transportation Business” (Bulletin of the State Administration of Taxation 2014, No. 37) (“Provisional Measures”).

China imposes CIT on non-resident shipping companies that operate international transportation business with China. Effective from August 1, 2014, non-resident shipping companies are subject to CIT at the rate of 25% on their China-sourced taxable income derived from the provision of international transportation services. Such services are defined to include transportation of passengers, goods, mail or other items into and out of China via owned or leased ships, airplanes and shipping spaces, as well as the provision of services such as loading and unloading, warehousing and related services. Non-resident shipping companies are required to register with Chinese tax authorities and maintain sound accounting records relating to the calculation of taxes.

China-sourced income derived by us and our vessel-owning subsidiaries from voyage charter and time charter of vessels may be treated as international transportation service income and therefore would be subject to the imposition of CIT under the Provisional Measures, unless exempted from China taxation based on the China/HK Tax Treaty (as defined below).

Value-added Tax (“VAT”)

Under the current Chinese VAT regulation, non-resident enterprises that derive income from provision of international transportation services to Chinese customers are subject to VAT, unless exempted under the applicable tax treaty. The applicable VAT rate is 9% for transportation services and 6% for storage and loading/unloading services. VAT

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is generally withheld by the Chinese customers but non-resident shipping companies may also perform their own VAT filings if they have already registered with the competent tax authorities.

Tax exemption

Article 8(1) of the Arrangement between Mainland and Hong Kong for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and its Fourth Protocol (“China/HK Tax Treaty”) provide exemptions from CIT and VAT for qualifying taxpayers. Specifically, according to the China/HK Tax Treaty, China exempts from tax (including CIT and VAT) income and profits derived by a Hong Kong tax resident conducting international transportation business in China.

The IRD issued us tax residency certificates in Hong Kong with respect to tax years ending 31 December 2020, 2021, and 2022, which means we should be treated as a qualifying taxpayer under the China/HK Tax Treaty and qualify for the exemptions for those tax years. We are in the process of obtaining tax residency certificates for future tax years.

C.Organizational Structure

Please read Exhibit 8.1 to this Annual Report for a current list of our significant subsidiaries.

D.Property, Plant and Equipment

For information on our assets, please read “Item 4. Information on the Company—B. Business Overview—General—Seaspan Fleet for containership leasing segment and APR Energy Fleet for power generation segment.” For information on environmental issues that may affect the company’s utilization of the assets, please read “Item 4. Information on the Company—B. Business Overview—Environmental and Other Regulations.”

Item 4A.    Unresolved Staff Comments

None.

Item 5.    Operating and Financial Review and Prospects

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our consolidated financial statements and notes included elsewhere in this Annual Report.

Please see “Item 5. Operating and Financial Review and Prospects—A. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2021 Annual Report for a discussion related to the 2020/2021 comparative period.

Overview

We are Atlas Corp., a global asset manager and the parent company of Seaspan and APR Energy.

Seaspan is a leading independent owner and manager of containerships. We primarily deploy our vessels on long-term, fixed-rate time charters to take advantage of the stable cash flow and high utilization rates that are typically associated with long-term time charters. As of March 1, 2023, we operated a fleet of 132 vessels that have an average age of approximately eight years, on a TEU weighted basis.

Customers for our operating fleet as of March 1, 2023, were CMA CGM, COSCO, Hapag-Lloyd, Maersk, MSC, ONE, Yang Ming Marine and ZIM.

APR Energy is a global leasing business that owns and operates a fleet of capital-intensive assets (gas turbines and other power generation equipment), providing power solutions to customers including large corporations and government backed utilities. APR Energy focuses on deploying its assets to optimize cash flows across its lease portfolio. APR Energy is the global leader in its market and offers a unique integrated platform to both lease and operate its assets.

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Recent Developments in 2022 and 2023

Vessel Acquisitions and Deliveries

During the year ended December 31, 2022, we took delivery of nine vessels. The additions to our fleet are summarized below.

Vessel	Year Built	Vessel Class (TEU)	Purchase price (in millions of US dollars)		Delivery Date
MSC Eugenia	2022	12,200	$	84.0	April 2022
MSC Cassandre	2022	12,200	84.0		May 2022
ONE Parana	2022	11,800	86.5		June 2022
ONE Magdalena	2022	11,800	86.5		June 2022
ONE Orinoco	2022	11,800	86.5		August 2022
ONE Amazon	2022	11,800	86.5		September 2022
ZIM USA	2022	11,800	113.0		October 2022
ZIM Canada	2022	11,800	113.0		November 2022
ONE Freedom	2022	15,000	115.1		October 2022

In February 2023, the Company accepted the delivery of one newbuild 15,000 TEU vessel, which commenced a 12-year charter upon delivery.

Shipbuilding Contracts for Newbuild Containerships

As at December 31, 2022, Seaspan had entered into agreements with shipyards to build 58 newbuild containerships, that are summarized below:

	Newbuilds	Total TEU	Month Acquired
24,000 TEU	2	48,000	February 2021
15,000 TEU LNG	10	150,000	February 2021
15,000 TEU	3	45,000	February 2021
16,000 TEU	9	144,000	March 2021
15,500 TEU	6	93,000	March 2021
15,000 TEU	3	45,000	June 2021
7,000 TEU LNG	15	105,000	July and September 2021
7,000 TEU	10	70,000	August 2021
Total	58	700,000

These vessels will commence long-term charters with leading global liner companies, some of which are subject to vessel purchase options or obligations at the conclusion of their respective charters.

Vessel Sales

During the year ended December 31, 2022, Seaspan sold 10 vessels for gross proceeds of $257.1 million and recognized a loss on sale of $4.0 million. Seaspan continues to manage the ship operations of seven of these vessels pursuant to management agreements entered into in connection with the sales. As of December 31, 2022, Seaspan had also entered into an agreement for one additional vessel sale, subject to closing conditions. The sale closed in January 2023 and Seaspan for gross proceeds of $21.6 million resulting in $2.9 million gain on sale. Seaspan will continue to act as a third-party vessel manager for this vessel.

Financing Developments

In February 2022, Seaspan closed its new $250.0 million 3-year unsecured revolving credit facility (the “2022 RCF”), which replaces a $150.0 million 2-year unsecured revolving credit facility. The 2022 RCF includes several new lenders and improvements driven by Seaspan’s improving credit quality, including greater liquidity, tenor and pricing.

In May 2022, Seaspan entered into a note purchase agreement to issue $500.0 million of sustainability-linked, senior secured notes (the “Senior Secured Notes”) in a US private placement. The Senior Secured Notes comprise three series,

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each ranking pari passu with Seaspan’s existing and future portfolio vessel financing program. The Series A, Series B and Series C Senior Secured Notes were issued in August 2022, with interest rates ranging from 5.15% to 5.49% and maturities from September 2032 to September 2037. The Senior Secured Notes contain certain sustainability features, and are subject to adjustment based on Seaspan’s achievements relative to certain key performance indicators. The financing is secured by Seaspan’s vessel portfolio financing program. The Senior Secured Notes were issued on August 3, 2022. During August, Seaspan partially used proceeds from the financing to pay down approximately $240 million of existing debt under the portfolio financing program, with the remaining proceeds intended to be used to fund capital expenditures, transaction costs, and for other general corporate purposes.

During the year ended December 31, 2022, Seaspan exercised options to purchase four 10,000 TEU vessels at a predetermined purchase price of $52.7 million per vessel. The purchase for one vessel was completed in January 2023 and the purchase for the remaining three vessels are expected to complete in April through September 2023.

In October 2022, Seaspan completed its planned upgrade of a previously signed $1.1 billion bank loan financing into a $1.5 billion ECA-Backed JOLCO financing (the “Financing Upgrade”). Proceeds remain intended to finance Seaspan’s package of 15 7,000 TEU newbuild vessels. This marks Seaspan’s third ECA-JOLCO transaction. The Financing Upgrade increases the proceeds raised and significantly lowers the cost of capital through partnership with Sinosure, a Chinese ECA, and a tranche of fixed-rate capital from Japanese investors. The financing carries a 12-year tenor.

Enhancement of the Company’s Vessel Portfolio Financing Program

On March 3, 2023, the Company entered into amendments and restatements of the senior secured loan facilities and intercreditor and proceeds agreement that comprise its vessel portfolio financing program to, among other things, (i) increase the commitments under the bank loan facilities by $250.0 million, $200.0 million of which were drawn immediately and $50.0 of which may be drawn by the Company on or before September 3, 2023, (ii) increase the amount of total borrowing permitted relative to total assets from 65% to 75%, (iii) replace the London Interbank Offered Rate with the Secured Overnight Financing Rate as the reference interest rate, and (iv) extend the maturities of tranches due in 2026 and 2027 by approximately two years.

Fairfax Warrant Exercise

In April 2022, Fairfax Financial Holdings Limited (“Fairfax”) exercised warrants to purchase 25.0 million common shares of Atlas. The warrants, which were originally issued on July 16, 2018, had an exercise price of $8.05 per common share for an aggregate exercise price of $201.3 million.

In January 2023, Fairfax exercised warrants to purchase 6.0 million common shares of Atlas. Five million of the warrants were originally issued on April 30, 2021 and had and exercise price of $13.00 per common share and one million of the warrants were originally issued on June 11, 2021 and had an exercise price of $13.71 per common share. The gross aggregate proceeds for the 6.0 million warrants was $78.7 million. Immediately following this 6.0 million exercise of warrants, Fairfax and its affiliates held in aggregate 130,849,212 common shares, representing 45.5% of the then issued and outstanding common shares of Atlas. Fairfax has no outstanding warrants or Fairfax has now exercised all of its warrants.

Mobile Power Generation Developments

APR Energy entered into a contract to provide a customer with up to 226 MW of gas power generation capacity in Itaguaí, Rio De Janeiro, Brazil, for a minimum of 12 consecutive months which commenced in May 2022. In March 2022, the term of this contract was extended to 44 months and the location of the plant was moved to Cuiabá, Mato Grosso, Brazil. Additionally, APR Energy entered into a contract with a US counterparty to rent to the counterparty five turbines representing 120 MW for a minimum of 12 consecutive months which commenced in February 2022 and was successfully completed on February 1, 2023. APR Energy also entered into a contract with Imperial Irrigation District (“IID”) for three turbines to provide grid stabilization solutions to Southern California for four months commencing June 1, 2022. The contract with IID represents its first renewal with APR Energy and was successfully completed in September 2022. In January 2023, APR Energy entered into an extension with IID for a three year term commencing on January 1, 2023. In October 2022, APR successfully completed its Mexicali dry-lease contracts.

On December 13, 2022, APR Energy closed a sale of all of the shares of its Argentina entity, APR Energy SrL to Enerinv SrL and Enerarge SrL. As of the closing, APR Energy has no additional interests in Argentina.

In May 2022, APR Energy voluntarily prepaid a term loan facility with an outstanding balance of $100.0 million.

In June 2022, APR Energy amended and extended its secured financing program (the “Financing Program”). The amendment lowered interest costs, extended the maturity date to 2025, and improved financial flexibility. As of June 30, 2022, the Financing Program consists of a $108.0 million term loan and a $50.0 million revolving credit facility. The revolving credit facility was undrawn as of June 30, 2022.

Joint Venture Agreement

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In March 2022, Seaspan entered into a joint venture agreement to form a procurement joint venture with a leading independent ship management company to leverage the combined purchasing power of the partners and their respective affiliates to procure products and services. The business of the joint venture may be expanded in future to include offering procurement services to third party customers and any other business as may be agreed between the partners.

Changes in Senior Management

In February 2022, Karen Lawrie resigned as General Counsel of Atlas and Seaspan.

In June 2022, Tina Lai resigned as Chief Human Resources Officer of Atlas and Seaspan. In August 2022, Sarah Pybus resigned as Compliance Officer of Atlas, and Andrew E. Derksen was appointed as General Counsel and Corporate Secretary of Atlas with retroactive effect as of August 5, 2022.

Poseidon Acquisition of Atlas

For additional information, please read “Item 4. Information on the Company—B. Business Overview—Poseidon Acquisition of Atlas”.

Market Conditions

Containership leasing. Containerships play an integral role in global trade, facilitating the movement of goods around the world. GDP is an important measure of global trade, and global GDP growth is positively correlated with growth in container throughput. Container throughput has varied significantly since 2000 and was greater than 10% per annum in most years prior to the global credit crisis. In 2009, global container throughput declined by over 8% compared to the prior year, and after growing sharply in 2010 and 2011, ranged between 1.4% and 5.7% per annum between 2012 and 2017, as the global economy gradually recovered. In 2020, due to the impact of COVID-19, global economic expansion was halted in the first half of the year, but swiftly recovered in the latter half of the year and into 2021. The International Monetary Fund estimated global GDP growth rate to be 3.2% in 2022. Meanwhile, Container throughput growth rate estimated to be 0.9%, lower than previous year. With the recovery from COVID-19, both charter rates and idle rates improved significantly. The idle fleet at the end of December 2022 was approximately 2% of the global fleet, as measured by TEU, compared to approximately 0.6% of the global fleet at the end of December 2021. Charter rates for 4,250 TEU Panamax vessels, for example, were approximately $25,000 per day in December 2022, compared to approximately $87,000 per day in December 2021.

The orderbook to global fleet rate was 29% at the end of December 2022, compared with 23.3% at the end of December 2021. Approximately 70% (in terms of TEU capacity) of the current containership orderbook is for vessels 10,000 TEU and greater in size. Vessels less than 4,000 TEU represent approximately 12% of the global containership orderbook, with only 192 vessels being on-order in the segments between 4,000 TEU and 9,999 TEU.

Power Generation. APR Energy’s market is influenced by global political and economic conditions. Declines in economic activity, slowing of growth rates and customer access to funding could impact the growth strategies of the business. Factors such as election cycles, economic downturns, fuel price variability, reliance on renewable energy and political instability all impact customer decision making in addressing their power needs, creating a certain degree of volatility. Additionally, changes in political regimes or political unrest pose potential risk to existing contracts and/or the timing of potential new contract opportunities.

Global power investment declined by approximately 10% in 2022 due to delays in new power projects and grid improvements stemming from the COVID-19 pandemic, the decrease in oil prices and the movement away from carbon emissions and nuclear power. With the resurgence of the global economy upon recovery from COVID-19, global power demand and global investment in energy projects is forecasted to continue increasing over the next few decades, driven by the increasing global middle-class and its desire for reliable access to electricity and a transition to renewable energy sources from aging technologies. The largest forecast demand increases are expected in China, India, the Middle East, Southeast Asia and other geographies with large populations with expected wealth increases that result in an exponential increase in demand for electric heating, cooling, cooking and home entertainment.

Impact of Recent Developments in Ukraine

In February 2022, as a result of the invasion of Ukraine by Russia in the Russia-Ukraine Conflict, economic sanctions were imposed by the U.S., the EU, the U.K. and a number of other countries on Russian financial institutions, businesses and individuals, as well as certain regions within the Donbas region of Ukraine. While it is difficult to estimate the impact of current or future sanctions on the Company’s business and financial position, these sanctions could adversely impact the Company’s operations and/or financial results. In the near term, we expect increased volatility in the region due to these geopolitical events and, with the support of our customers, our vessels have ceased trading to Russia for the time being. We also anticipate we could face challenges to recruit seafarers in sufficient numbers to replace Ukrainians seafarers

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who are not able or permitted to leave their country, given that Ukrainians constitute a significant number of our seafarers. Finally, we expect that the Russia-Ukraine Conflict may exacerbate market volatility, and may impact access to and pricing of capital. For more information regarding the risks relating to economic sanctions as a result of the Russia-Ukraine Conflict as well as the impact on retaining and sourcing our crew, see “Item 3. Key Information—D. Risk Factors.”

Effects of COVID-19

Since early 2020, the COVID-19 pandemic has had significant impacts on global demand on seaborne transportation, but such impacts on demand have largely subsided. On the other hand, costs of operations have increased due to COVID-19’s impact on supply chains, on workers’, surveyors’ and other specialists’ access to the shipyards to complete repairs and inspections, and on the ability to conduct crew transfers. The average daily operating cost per vessel per day for vessels on time charter for the year ended December 31, 2022 increased to $7,217 compared to $6,766 per vessel per day for the year ended December 31, 2021. To mitigate, we have made logistical changes and worked with vendors to ensure continued access to equipment and supplies. We have also intentionally delayed or altered plans for repairs and vessel projects where practicable. For our crew, we have developed and implemented extended onboard management procedures and we have prepared response plans should any crew member fall ill onboard. In addition, although embarkation and disembarkation of seafarers remains challenging and there are increased costs associated, we are conducting crew changes at ports where transfers are permitted. Management has obtained agreements from certain charterers to alter trading routes to facilitate crew changes.

During 2020, APR Energy’s business was challenged by COVID-19 by the effective shutdown of government institutions in some jurisdictions, which impacted procurement processes for certain prospective projects. As economies recover from the effects of the COVID-19 pandemic, electricity demand is increasing. This increasing demand is coupled with a reduction in generation capacity from hydro-generation plants as a result of regional drought conditions and the decommissioning of thermal generation power plants as certain markets transition to renewable generation, creating shortfalls in anticipated power needs. APR Energy has secured contracts as a result of these conditions and continues to develop existing customer relationships to extend and expand its current contracts whenever possible. As of March 1, 2023, APR Energy had 19 turbines off contract (compared to four turbines off contract in March 2022), representing 490 megawatt capacity and 57.6% of the overall turbine fleet capacity.

Some of our office staff continue to work remotely, but many have started to return to our physical offices. The return to office is being done on a gradual basis, as local health authorities ease COVID-19 related restrictions. During 2022, there was no meaningful increase in costs or expenses resulting from measures to facilitate remote working.

We continuously monitor the developing situation, as well as our customers’ response thereto, and make all necessary preparations to address and mitigate, to the extent possible, any further impact of COVID-19 to our company.

A.Results of Operations

Year Ended December 31, 2022 Compared with Year Ended December 31, 2021

The following discussion of our financial condition and results of operations is for the years ended December 31, 2022 and 2021. Results of operations from 2020 include the post-acquisition results of APR Energy from February 29, 2020.

Our consolidated financial statements have been prepared in accordance with U.S. GAAP and, except for number of shares, per share amounts and where otherwise specifically indicated, all amounts are expressed in millions of U.S. dollars.

Year Ended December 31,	2022		2021		2020
Statement of operations data (in millions of USD):
Revenue	$	1,697.4	$	1,646.6	$	1,421.1
Operating expenses (income):
Operating expenses	353.4		351.0		303.7
Depreciation and amortization	379.1		366.7		353.9
General and administrative	108.1		79.2		36.3
Operating leases	123.0		146.3		150.5
Indemnity claim under acquisition agreement	(21.3)		(42.4)		—
Goodwill impairment	—		—		117.9
Loss (Gain) on sale	3.7		(16.4)		0.2
Operating earnings	751.4		762.2		458.6

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Year Ended December 31,	2022		2021		2020
Other expenses (income):
Interest expense	235.4		197.1		191.6
Interest income	(6.5)		(3.1)		(5.0)
Loss on debt extinguishment	9.4		127.0		—
Gain on equity investment	(0.3)		—		—
(Gain) Loss on derivative instruments (1)	(120.6)		(14.1)		35.5
Other expenses(2)	9.3		21.8		27.3
Net earnings before income tax	624.7		433.5		209.2
Income tax expense	2.4		33.0		16.6
Net earnings	$	622.3	$	400.5	$	192.6
Common shares outstanding at year end:	281,565,472		247,024,699		246,277,338
Per share data (in USD):
Basic earnings per common share	$	2.10	$	1.36	$	0.52
Diluted earnings per common share	1.96		1.26		0.50
Dividends paid per common share	0.50		0.50		0.50
Statement of cash flows data (in millions of USD):
Cash flows provided by (used in):
Operating activities	$	856.3	$	944.0	$	694.2
Investing activities	(1,022.6)		(1,693.9)		(859.9)
Financing activities	130.5		734.2		310.9
Net (decrease) increase in cash and cash equivalents and restricted cash	$	(35.8)	$	(15.7)	$	145.2
Selected balance sheet data (at year end, in millions of USD):
Cash and cash equivalents	$	280.0	$	288.6	$	304.3
Property, plant and equipment(3)	7,156.9		6,952.2		6,974.7
Other assets	3,865.5		3,328.8		2,010.1
Total assets	$	11,302.4	$	10,569.6	$	9,289.1
Current liabilities	$	1,038.5	$	1,175.5	$	854.6
Long-term debt	3,453.4		3,731.8		3,234.0
Operating lease liabilities	391.7		562.3		669.3
Other financing arrangements	1,940.3		1,239.3		801.7
Derivative instruments(1)	1.5		28.5		63.0
Other long-term liabilities	51.2		17.7		40.9
Shareholders’ equity	4,128.9		3,517.6		3,625.6
Cumulative redeemable preferred shares	296.9		296.9		—
Total liabilities and shareholders’ equity	$	11,302.4	$	10,569.6	$	9,289.1

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Year Ended December 31,	2022		2021		2020
Other data:
Number of vessels in operation at year end(4)	132		133		127
Average age of vessel fleet (TEU weighted basis) in years at year end	8.2		8.3		7.6
Vessel TEU capacity at year end	1,219,080		1,152,550		1,073,200
Average remaining lease period on vessel charters (TEU weighted basis)	3.9		5.0		3.7
Vessel utilization for the year ended(5)	98.5	%	98.7	%	98.4	%
Power fleet utilization for the year ended(6)	68.4	%	73.8	%	68.9	%

(1)All of our interest rate swap agreements are marked to market and the changes in the fair value of these instruments are recorded in “(Gain) Loss on derivative instruments”.

(2)Other expenses include foreign exchange gain or loss, loss on repatriation of currency from a foreign jurisdiction and undrawn credit facility fees.

(3)Property, plant and equipment include the net book value of vessels in operation, power generating equipment and other equipment.

(4)Includes one 4,250 TEU vessel held for sale.

(5)Vessel utilization represents the number of Ownership Days On-Hire as a percentage of Total Ownership Days (including time charter and bareboat ownership days) during the year. Ownership Days are the number of days a vessel is owned and available for charter. Ownership Days On-Hire are the number of days a vessel is available to the charterer for use.

(6)Power fleet utilization represents Average Megawatt On-Hire as a percentage of Average Megawatt Capacity. Average Megawatt On-Hire is the amount of capacity that is under contract and available to customers for use. Average Megawatt Capacity is the average maximum megawatts that can be generated by the power fleet. Atlas acquired APR Energy on February 28, 2020. For periods prior to this, APR Energy was not controlled by Atlas.

Consolidated Financial Summary (in millions of USD, except for per share amount)

The following tables summarize Atlas’s consolidated financial results and segmental financial results, for the year ended December 31, 2022 and 2021.

	Year ended December 31,				Change
	2022		2021		$	%
Revenue	$	1,697.4	$	1,646.6	50.8	3.1	%
Operating expense	353.4		351.0		2.4	0.7	%
Depreciation and amortization expense	379.1		366.7		12.4	3.4	%
General and administrative expense	108.1		79.2		28.9	36.5	%
Indemnity claim (income) under acquisition agreement	(21.3)		(42.4)		21.1	(49.8)	%
Operating lease expense	123.0		146.3		(23.3)	(15.9)	%
Loss (Gain) on sale	3.7		(16.4)		20.1	(122.6)	%
Operating earnings	751.4		762.2		(10.8)	(1.4)	%
Interest expense	235.4		197.1		38.3	19.4	%
Net earnings	622.3		400.5		221.8	55.4	%
Net earnings attributable to common shareholders	569.1		335.4		233.7	69.7	%
Earnings per share, diluted	1.96		1.26		0.70	55.6	%
Cash from operating activities	856.3		944.0		(87.7)	(9.3)	%

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Segment Financial Summary	Year ended December 31, 2022
	Containership Leasing		Mobile Power Generation		Elimination and Other (1)		Total
Revenue	$	1,543.0	$	154.4	$	—	$	1,697.4
Operating expense	309.2		44.2		—		353.4
Depreciation and amortization expense	327.5		51.6		—		379.1
General and administrative expense	76.6		33.5		(2.0)		108.1
Indemnity claim (income) under acquisition agreement	—		(21.3)		—		(21.3)
Operating lease expense	120.3		2.7		—		123.0
Loss (Gain) on sale	4.0		(0.3)		—		3.7
Interest expense	219.4		16.7		(0.7)		235.4
Interest income	(5.5)		(0.7)		(0.3)		(6.5)
Income tax expense	1.9		0.5		—		2.4

(1)Elimination and Other includes amounts relating to change in contingent consideration asset, elimination of intercompany transactions and unallocated amounts.

Operating Results - Containership Leasing Segment

Ownership Days are the number of days a vessel is owned and available for charter. Ownership Days On-Hire are the number of days a vessel is available to the charterer for use. The primary driver of Ownership Days is the increase or decrease in the number of vessels in our fleet.

Total Ownership days increased by 164 days for the year ended December 31, 2022 compared to 2021. The increase was due to the delivery of nine vessels after December 31, 2021, which contributed 1,294 days, offset by 2,645 fewer ownership days from the sale of 11 vessels. Additionally, full year benefits from the seven vessels delivered during 2021 which have full ownership days in 2022 contributed 1,515 days.

Vessel Utilization represents the number of Ownership Days On-Hire as a percentage of Total Ownership Days. The following table summarizes Seaspan’s Vessel Utilization for year ended December 31, 2022, and its comparative quarters:

	2021								2022								Year Ended
	Q1		Q2		Q3		Q4		Q1		Q2		Q3		Q4		2021		2022
Vessel Utilization:
Time Charter Ownership Days(1)	10,318		10,609		10,946		10,885		10,575		10,291		10,042		10,316		42,758		41,224
Bareboat Ownership Days(1)	1,112		1,092		1,105		1,265		1,350		1,474		1,700		1,748		4,574		6,272
Total Ownership Days	11,430		11,701		12,051		12,150		11,925		11,765		11,742		12,064		47,332		47,496
Less Off-Hire Days:
Scheduled Dry-Docking	(63)		(111)		(123)		(95)		(63)		(129)		(155)		(168)		(392)		(515)
Unscheduled Off-Hire(2)	(25)		(60)		(44)		(93)		(119)		(71)		(5)		(8)		(222)		(203)
Ownership Days On-Hire	11,342		11,530		11,884		11,962		11,743		11,565		11,582		11,888		46,718		46,778
Vessel Utilization	99.2	%	98.5	%	98.6	%	98.5	%	98.5	%	98.3	%	98.6	%	98.5	%	98.7	%	98.5	%

(1)Ownership Days for bareboat charters exclude days prior to the initial charter hire date.

(2)Unscheduled off-hire includes days related to vessels being off-charter.

Vessel Utilization decreased for the year ended December 31, 2022 compared to 2021. The decrease was primarily due to an increase in the number of Scheduled Dry-Docking days.

During the year ended December 31, 2022, we completed dry-dockings for three 14,000 TEU vessels, one 11,920 TEU vessel, one 9,500 TEU vessel, two 8,500 TEU vessels, one 5,100 TEU vessel, two 4,500 vessels, two 4,250 vessels and two 3,500 TEU vessels. During the year ended December 31, 2021, we completed dry-dockings for four 10,000 TEU vessels, three 4,500 TEU vessels, eight 4,250 TEU vessels and three 2,500 TEU vessels.

Operating Results – Mobile Power Generation

Average Megawatt Capacity is the average maximum megawatts that can be generated by the power fleet. The primary driver of Average Megawatt Capacity is the increase or decrease in the number of power generating units in the power fleet. Average Megawatt On-Hire is the amount of capacity that is under contract and available to customers for use. Power Fleet Utilization represents Average Megawatt On-Hire as a percentage of Average Megawatt Capacity.

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For the year ended December 31, 2022, the Average Megawatt Capacity was 1,313 MW on a weighted average basis. During this period 68.4% of the power fleet were under contract.

The following table summarizes the Power Fleet Utilization, for the year ended December 31, 2022, and its comparative quarters:

	2021								2022								Year Ended
	Q1		Q2		Q3		Q4		Q1		Q2		Q3		Q4			2021		2022
Power Fleet
Average Megawatt On-Hire(1)	866		1,063		1,246		826		820		908		1,056		810			1,000		899
Average Megawatt Capacity(2)	1,360		1,360		1,356		1,345		1,324		1,320		1,320		1,289			1,355		1,313
Power Fleet Utilization(3)	63.7	%	78.2	%	91.9	%	61.4	%	61.9	%	68.8	%	80.0	%	62.8	%		73.8	%	68.4	%

(1)Average Megawatt On-Hire is the amount of capacity that is under contract and available to the customer for use post commercial operation date.

(2)Average Megawatt Capacity is the average maximum megawatts that can be generated by the power fleet.

(3)Power fleet utilization in comparative periods has been adjusted to reflect average utilization during the quarter.

Power Fleet Utilization decreased for the year ended December 31, 2022, compared with the year ended December 31, 2021. The decrease is primarily due to turbine contracts rolling off in the first and second quarter of 2022, and smaller participation in Mexico’s summer peaking protocol, partially offset by the addition of Brazil project in 2022 and full year impact of a contract with a US counterparty to provide a dry lease of five turbines.

Financial Results Summary

Revenue

Revenue increased by 3.1% to $1,697.4 million for the year ended December 31, 2022 compared to 2021. Revenue from the Containership Leasing segment increased 5.7% for the twelve months ended December 31, 2022 largely driven by delivery of newbuild vessels in the current year and a full year impact of deliveries from 2021, offset by vessel sales during the year. The increase in the Containership Leasing segment was offset by decreased revenue in the Mobile Power Generation segment from lower asset utilization.

Operating Expense

Operating expense increased by 0.7% to $353.4 million for the year ended December 31, 2022 compared to 2021. The increase in the containership segment was primarily due to four purchase options exercised now resulting in the vessels being classified as finance leases. This is offset by a decrease in our Mobile Power Generation segment driven by site demobilizations and a lower inventory obsolescence expense in the current year.

Depreciation and Amortization Expense

Depreciation and amortization expense increased by 3.4% to $379.1 million for the year ended December 31, 2022 compared to 2021. The increase was primarily due to the delivery of seven newbuild vessels and the lease reclassification from operating to financing for four vessels, offset by the impact of ten vessel sales in the year. This is offset by a decrease in our Mobile Power Generation segment due to a decrease in deferred job costs depreciation as the projects were fully amortized.

General and Administrative Expense

General and administrative expense increased by 36.5% to $108.1 million for the year ended December 31, 2022 compared to 2021. The increase was primarily due to an increase in general corporate expenses including non-cash share-based compensation and professional fees incurred by the special committee to evaluate the take-private proposal from Poseidon.

Operating Lease Expense

Operating lease expense decreased by 15.9% to $123.0 million for the year ended December 31, 2022 compared to 2021. The decreases were primarily due to the lease reclassification from operating to financing as a result of pre-existing purchase options being exercised in January 2022 through August 2022 for four vessels.

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Interest Expense

Interest expense increased by $38.3 million to $235.4 million for the year ended December 31, 2022 compared to 2021 primarily due to higher interest rates, higher balances related to other financing arrangements from vessel deliveries and an increase in finance leases (which were previously classified as operating leases).

Gain on Derivative Instruments

The change in fair value of financial instruments resulted in a gain of $120.6 million for the year ended December 31, 2022 compared to a gain of $14.1 million for the year ended December 31, 2021. The gain is primarily due to an increase in the LIBOR forward curve as a result of central bank monetary policy changes and offset by swap settlements

The fair value of our interest rate swaps are subject to change based on our company specific credit risk included in the discount factor and current swap curve, including its relative steepness. In determining the fair value, these factors are based on current information available to us. These factors are expected to change through the life of the instruments, causing the fair value to fluctuate significantly due to the large notional amounts and long-term nature of our derivative instruments. As these factors may change, the fair value of the instruments is an estimate and may deviate significantly from the actual cash settlements realized during the term of the instruments. Our valuation techniques have not changed, and we believe that such techniques are consistent with those followed by other valuation practitioners.

The fair value of our interest rate swaps is most significantly impacted by changes in the yield curve. Based on the current notional amount and tenor of our interest rate swap portfolio, a one percent parallel shift in the overall yield curve is expected to result in a change in the fair value of our interest rate swaps of approximately $62.4 million. Actual changes in the yield curve are not expected to occur equally at all points and changes to the curve may be isolated to periods of time. This steepening or flattening of the yield curve may result in greater or lesser changes to the fair value of our financial instruments in a particular period than would occur had the entire yield curve changed equally at all points.

The fair value of our interest rate swaps is also impacted by changes in our company-specific credit risk included in the discount factor. We discount our derivative instruments with reference to the corporate Bloomberg industry yield curves. Based on the current notional amount and tenor of our swap portfolio, a one percent change in the discount factor is expected to result in a nominal change in fair value.

The fair value of the Fairfax derivative put instruments at each reporting period was subject to changes in our company specific credit risk and the risk-free yield curve. With the Amendment of the Fairfax Notes in June 2021, the put option was eliminated.

Our derivative instruments, including interest rate swap and put instruments were marked to market with all changes in the fair value of these instruments recorded in “(Gain) Loss on Derivative instruments” in our Consolidated Statement of Operations.

Please read “Item 11. Quantitative and Qualitative Disclosures About Market Risk” for further discussion.

B. Liquidity and Capital Resources

Liquidity

The Company’s business model is focused on generating stable long-term cash flows, and using that predictability to reduce overall cost of capital. Maintaining strong liquidity is a core pillar of the Company’s financial strategy, allowing it to take advantage of attractive opportunities to deploy capital quickly as they arise through economic and industry cycles. A strong base of liquidity also allows the Company to mitigate short-term market shocks and maintain consistent distributions to its shareholders. The Company’s primary sources of liquidity are cash and cash equivalents, undrawn credit facilities, committed financings for its newbuild vessels, cash flows from operations, capital recycling, as well as access to public and private capital markets.

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Consolidated liquidity as of December 31, 2022 and 2021 were comprised of the following:

(in millions of USD)	December 31,				Change
	2022		2021		$		%
Cash and cash equivalents	$	280.0	$	288.6	$	(8.6)	(3.0)	%
Undrawn revolving credit facilities(1)	700.0		600.0		100.0		16.7	%
Total liquidity	$	980.0	$	888.6	$	91.4	10.3	%
Total committed and undrawn newbuild financings	6,120.9		5,974.7		146.2		2.4	%
Total liquidity including newbuild financings	7,100.9		6,863.3		237.6		3.5	%

(1)Undrawn revolving credit facilities as of December 31, 2022 included $650.0 million (2021 - $550.0 million) available from Seaspan and $50.0 million (2021 - $50.0 million) available from APR Energy.

As of December 31, 2022, consolidated liquidity was sufficient to meet near-term requirements. As of December 31, 2022, the Company had consolidated liquidity of $980.0 million, excluding $6,120.9 million of committed but undrawn financings related to our newbuild vessels, which represents an increase from $888.6 million in the prior 2021 period.

Unencumbered Assets

The Company’s growing base of unencumbered assets is a fundamental objective to achieving an investment grade credit rating, as well as a potential source of liquidity through secured financing or asset sales. Over the long-term, the Company expects its unencumbered asset base to grow as it enhances its presence in the unsecured credit markets, and also naturally as secured borrowings mature or are prepaid.

In the short-term, the Company expects that it’s unencumbered asset base may fluctuate as unencumbered assets may be sold or financed from time to time, as part of normal course management of assets and liquidity.

The following table provides a summary of our unencumbered fleet and net book value over time:

	As at December 31,
(in millions of USD)	2018		2019		2020		2021		2022
Number of Vessels	31		28		31		36		38
Net Book Value	$	912	$	859	$	1,109	$	1,369	$	1,847

Contracted Cash Flows

The Company’s focus on long-term contracted cash flows provides predictability and reduces liquidity risk through economic cycles. As of December 31, 2022, the Company had total gross contracted cash flows of $18.2 billion, which includes components that are accounted for differently, including i) minimum future revenues relating to operating leases with customers, ii) minimum cash flows to be received relating to financing leases with certain customers, and iii) contracted cash flows underlying leases for newbuild vessels which have not yet been delivered to customers. The following tables provides a summary of gross contracted cash flows.

As of December 31, 2022, minimum future revenues on committed operating leases were as follows:

(in millions of USD)	Operating lease revenue (1)
2023	$	1,609.6
2024	1,545.1
2025	1,275.7
2026	950.4
2027	516.9
Thereafter	663.3
	$	6,561.0

(1)Minimum future operating lease revenue includes payments from signed charter agreements on operating vessels that have not yet commenced.

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Minimum future revenues assume that, during the term of the lease, i) there will be no unpaid days, ii) extensions included only if exercise is our unilateral option, and iii) no lease extensions. Minimum future revenues do not reflect signed charter agreements for undelivered vessels.

As of December 31, 2022, the undiscounted minimum cash flows related to lease receivable on financing leases are as follows:

(in millions of USD)	Lease receivable on financing leases
2023	$	96.9
2024	97.1
2025	96.9
2026	96.9
2027	96.9
Thereafter	1,239.7
	$	1,724.4

The Company’s growth strategy in recent years has included sizable success on growing its vessel fleet through vessel newbuilds. As of December 31, 2022, the gross contracted cash flows for its 58 undelivered vessels were as follows:

(in millions of USD)	Contracted cash flows
2023	$	304.3
2024	841.1
2025	841.6
2026	841.6
2027	841.6
Thereafter	6,225.4
	$	9,895.6

The Company’s commitment to growth in recent years was achieved in line with its capital structure objectives, focusing on strengthening its balance sheet and increasing cash flows to become a platform for growth and consolidation in the containership and power generation industries.

The Company lengthened and diversified the maturity profile of its debt and diversified its sources of capital, including through innovative export credit agency (ECA) backed lease financings, bi-lateral lease financings with Chinese leasing houses, multiple notes issuances in the U.S. and Norwegian unsecured credit markets, as well as long duration secured notes issued to life insurance investors. This supported the Company’s initiative to successfully achieve committed financings for its newbuild vessels program. In conjunction with its newbuild strategy and associated debt financing, the Company dramatically increased its long-term gross contracted cash flows, primarily through increasing charter lengths for its existing containership fleet and acquiring attractive second-hand containership assets coupled with long-term charter contracts.

The Company is focused on continuing to allocate capital selectively into opportunities that enhance the long-term value of the business and provide attractive risk-adjusted returns on capital, including evaluating synergistic and value-additive opportunities within the Maritime or Energy sectors to diversify and strengthen cash flow drivers.

The Company intends to focus on continuing successful deliveries of its newbuild vessels, while assessing new growth opportunities in a measured way. In conjunction, the Company intends to maintain and grow its robust liquidity position primarily through capital recycling and enhancements to its existing capital base. This capital strategy will include focus on further diversifying sources of capital for greater financial flexibility while managing leverage in alignment with its long-term targets, and growing the value of its unencumbered asset base.

The Company’s primary liquidity needs include funding our investments in assets including our newbuild vessels under construction, scheduled debt and lease payments, vessel purchase commitments, potential future exercises of vessel purchase options, and dividends on our common and preferred shares.

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Borrowings, Including Reconciliation of Long-term Debt to Total Borrowing and Operating Borrowing

The following table summarizes our borrowings:

(in millions of US dollars)	As of December 31,				Change
	2022		2021		$		%
Long-term debt:
Revolving credit facilities	$	—	$	—	$	—	0.0	%
Term loan credit facilities	1,233.0		2,341.8		(1,108.8)		(47.3)	%
Senior Unsecured Notes	1,302.4		1,302.4		—		0.0	%
Senior Unsecured Exchangeable Notes	201.3		201.3		—		0.0	%
Senior Secured Notes	1,000.0		500.0		500.0		100.0	%
Debt discount and fair value adjustment	—		(5.1)		5.1		100.0	%
Deferred financing fees on long term debt	(44.9)		(57.6)		12.7		22.0	%
Long term debt	3,691.8		4,282.8		(591.0)		(14)	%
Other financing arrangements	2,119.7		1,363.1		756.6		55.5	%
Deferred financing fees on other financing arrangements	(31.9)		(23.3)		(8.6)		(36.9)	%
Other financing arrangement	2,087.8		1,339.8		748.0		55.8	%
Finance leases	222.2		—		222.2		100.0	%
Total deferred financing fees	76.8		80.9		(4.1)		(5.1)	%
Total borrowings(1)	6,078.6		5,703.5		375.1		6.6	%
Vessels under construction	(1,422.5)		(1,095.6)		(326.9)		(29.8)	%
Operating borrowings(1)	$	4,656.1	$	4,607.9	$	48.2	1.0	%

(1)Total borrowings is a non-GAAP financial measure which comprises of long-term debt, other financing arrangements and finance leases, excluding deferred financing fees. The Company’s total borrowings include amounts related to vessels under construction, consisting primarily of amounts borrowed to pay installments to shipyards. The interest incurred on borrowings related to the vessels under construction are capitalized during the construction period. Total borrowings and operating borrowings are non-GAAP financial measures that are not defined under or prepared in accordance with U.S. GAAP. Disclosure of total borrowings and operating borrowings is intended to provide additional information and should not be considered a substitute for financial measures prepared in accordance with U.S. GAAP. Management believes these measures are useful in consolidating and clearly presenting Atlas’ financings. Management also believes that these metrics can be useful to facilitate assessment of leverage and debt service obligations of the Company. Management believes operating borrowings is a useful measure to assess interest expense related to vessels that are in operation and generating revenue.

The Company’s approach is to target a total borrowings-to-asset ratio of 50-60%, and to mitigate credit risk by diversifying its maturity profile over as long a term as economically feasible, while maintaining or reducing its cost of capital. The Company’s debt-to-asset ratio was 53.8% as of December 31, 2022 compared to 54.0% at December 31, 2021.

The consolidated weighted average interest rate for December 31, 2022 was 5.97% compared to 3.26% at December 31, 2021. The weighted average interest rates for the containership segment, power generation segment, and Atlas Corp. (on an unconsolidated basis) were 6.12%, 5.57%, and 7.13%, respectively, for the year ended December 31, 2022 (December 31, 2021: 3.14%, 5.55%, and 7.1%, respectively).

Credit Facilities

The Company’s credit facilities are primarily secured by assets, including first-priority mortgages granted on 53 of its vessels and substantially all of its power generation assets, together with other related security.

As of December 31, 2022, the Company had $1.2 billion principal amount outstanding under its credit facilities, of which $1.1 billion was related to the containership leasing business and $100.5 million was related to the power generation business. There were no amounts outstanding under our revolving credit facilities. A total of $700.0 million was undrawn, of which $650.0 million was available to the containership leasing business, and $50.0 million was available to the power generation business.

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On a consolidated basis as of December 31, 2022, scheduled principal repayments on our credit facilities were as follows:

(in millions of USD)	Scheduled Amortization		Bullet Due on Maturity		Total Future Minimum Repayments		Additional Vessels Unencumbered Upon Maturity(1)	Net Book Value of Vessels Unencumbered(1)
2023	$	128.2	$	111.4	$	239.6	3	$	346.4
2024	111.9		—		111.9		—	—
2025	167.4		—		167.4		—	—
2026	54.9		396.0		450.9		—	—
2027	16.8		224.4		241.2		—	—
2028	8.8		—		8.8		—	—
2029	8.8		—		8.8		—	—
2030	4.4		—		4.4		2	166.0
2031	—		—		—		—	—
2032	—		—		—		—	—
Thereafter	—		—		—		48	2,984.7
Total	$	501.2	$	731.8	$	1,233.0	53	$	3,497.1

(1)APR Energy's debt matures in 2025 and 2026, and is secured by certain power generation assets.

Other Financing Arrangements

As part of the Company’s strategy to diversify its financing sources, it enters into sale-leaseback financing arrangements with financial leasing companies, which under U.S. GAAP are considered “failed-sales”. This accounting treatment requires that the vessel asset remain on the Company’s balance sheet, along with the associated lease liability.

As of December 31, 2022, the Company has 35 vessels financed under these sale-leaseback financing arrangements. As of December 31, 2022, these arrangements provided for borrowings of approximately $2.1 billion.

On a consolidated basis as of December 31, 2022, scheduled repayments on our other financing arrangements were as follows:

(in millions of USD)	Scheduled Amortization		Bullet Due on Maturity		Total Future Minimum Repayments		Additional Vessels Unencumbered Upon Maturity	Net Book Value of Vessels Unencumbered (1)(2)
2023	$	148.2	$	—	$	148.2	—	$	—
2024	151.1		—		151.1		—	—
2025	147.2		—		147.2		—	—
2026	145.3		—		145.3		—	—
2027	146.6		—		146.6		—	—
2028	147.9		—		147.9		—	—
2029	141.6		27.0		168.6		2	183.5
2030	98.0		313.6		411.6		9	798.5
2031	69.6		151.5		221.1		4	354.2
2032	20.4		172.0		192.4		4	396.4
Thereafter	86.8		152.9		239.7		8	658.7
Total	$	1,302.7	$	817.0	$	2,119.7	27	$	2,391.3

(1)Includes unencumbered vessels that are included on our balance sheet as “Vessels” and as “Net Investment in Lease”.

(2)Newbuilds that had not been delivered as at December 31, 2022, have not been included.

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Notes

As of December 31, 2022, we had an aggregate of $2.5 billion outstanding under notes, $1.5 billion of which was unsecured, with the remaining $1.0 billion secured by assets held by our containership segment. We expect to continue to access the debt capital markets and issue additional series of notes similar to those described below, the proceeds of which may be used to repay other indebtedness, for capital expenditures, or for other general corporate purposes. The Company’s outstanding notes are summarized below.

7.125% 2027 Atlas Notes

As of December 31, 2022, we had $52.4 million outstanding under the Atlas Notes. The Atlas Notes were issued in May 2021 pursuant to the Exchange Transaction, and are callable at par plus accrued and unpaid interest, if any, at any time after May 2023. In the event of certain changes in withholding taxes, at our option, we may redeem the notes, in each case in whole, but not in part, at a redemption price equal to 100.0% of the outstanding principal amount, plus accrued and unpaid interest, if any. Upon the occurrence of a change of control (as defined in the Atlas Notes, which definition does not include the Merger), each holder of such notes will have the right to require us to purchase all or a portion of such holder’s notes at a purchase price equal to 101.0% of the principal amount thereof plus accrued and unpaid interest, if any.

3.75% 2025 Exchangeable Notes

As of December 31, 2022, we had $201.3 million outstanding under our 3.75% exchangeable senior notes due 2025 (the “Exchangeable Notes”). The Exchangeable Notes were issued in December 2020 by Seaspan, pursuant to the terms of an Indenture, dated as of December 21, 2020, by and among the Company, Seaspan and The Bank of New York Mellon, as amended (the “Exchangeable Notes Indenture”). The Exchangeable Notes are exchangeable at the holders’ option into an aggregate 15,474,817 common shares at an initial exchange price of $13.005 per share, the cash equivalent or a combination thereof, as elected by the Company, at any time on or after September 15, 2025, or earlier upon the occurrence of certain market price triggers, significant corporate events, or in response to early redemption elected by us. The holders may require us to redeem the notes upon the occurrence of certain corporate events qualifying as a fundamental change in the business. The Company may redeem the Exchangeable Notes in connection with certain tax-related events or on any business day on or after December 20, 2023 and prior to September 15, 2025, if the last reported sale price of our common shares is at least 130.0% of the exchange price during a specified measurement period. A redemption of the Exchangeable Notes is made at 100.0% of the principal amount, plus accrued and unpaid interest.

Concurrently with the issue of Exchangeable Notes, the Company entered into capped call transactions using $15.5 million in proceeds from the issuance of the notes. The capped call transactions provide the Company with the option to purchase up to 15,474,817 common shares at a price per share of $17.85. The capped call is intended to reduce the potential dilution to shareholders and/or offset any cash payments that are required upon an exchange.

In connection with the Merger, the Company has agreed to take all actions required by, or reasonably requested by Poseidon pursuant to, the Exchangeable Notes Indenture and applicable law at or prior to consummation of the Merger. In connection with the Merger, the Company has also agreed to take all actions reasonably requested by Poseidon in connection with making elections under, amending, negotiating adjustments, obtaining waivers or unwinding or otherwise settling the Company’s Capped Call Confirmations (as defined in the Merger Agreement), and to provide certain notices to, and cooperate with, Poseidon, in connection with efforts to settle, terminate or amend the hedge obligations related to the Exchangeable Notes. In addition, the Company agreed not to take certain actions with respect to the Exchangeable Notes and Capped Call Confirmations without Poseidon’s prior written consent.

Sustainability-Linked NOK Bonds

As of December 31, 2022, we had an aggregate $500.0 million outstanding under our NOK Bonds. The NOK Bonds were issued in the Nordic bond market in February 2021 ($200.0 million) and April 2021 ($300.0 million), bear interest at 6.5% per annum, and mature in February 2024 and April 2026, respectively. Upon maturity, 100.0% of the principal balance is due, or 100.5% if certain sustainability-linked targets are not achieved, except in the event of certain eligible changes in tax law. As of December 31, 2022, the sustainability-linked targets had been achieved, which targeted capital expenditure for projects which mitigate carbon emissions, including LNG vessel technology. Upon the occurrence of a change of control or a delisting event (each as defined in the NOK Bonds), each holder of NOK Bonds will have the right to require the Company to purchase all or a portion of such holder’s NOK Bonds at a purchase price equal to 101.0% of the principal amount thereof plus accrued and unpaid interest, if any. We are considering the method for financing any redemptions of the NOK Bonds that may occur after the closing of the Merger, which could require a consent from Poseidon in the case of the 2026 NOK Bonds. We currently expect that, if requested, we will obtain Poseidon’s consent to such financing.

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Blue Transition 5.50% 2029 Notes

As of December 31, 2022, we had $750.0 million outstanding under our 5.5% 2029 Notes. The 5.5% 2029 Notes were issued in July 2021, bear interest at 5.5% per annum, payable semi-annually beginning on February 1, 2022, and mature in 2029. The blue transition structure includes designated uses of proceeds for carbon mitigating projects, and were developed to align with the Company’s sustainability efforts.

Sustainability-Linked Senior Secured Notes

As of December 31, 2022, we had $1.0 billion outstanding under our Senior Secured Notes. In 2021, $500.0 million of the notes were issued pursuant to a U.S. private placement with life insurance companies and comprise four series. The Series A, Series C and Series D senior secured notes, totaling $450.0 million, were issued in May 2021, with interest rates ranging from 3.91% to 4.26% and maturities from June 2031 to June 2036. The Series B senior secured notes, totaling $50.0 million, were issued in August 2021, with an interest rate of 3.91%, and mature in 2031. The senior secured notes contain certain sustainability features, and are subject to adjustment based on Seaspan’s achievements relative to certain key performance indicators.

In May 2022, Seaspan entered into a note purchase agreement to issue $500.0 million of sustainability-linked, senior secured notes in a U.S. private placement and comprise three series, each ranking pari passu with Seaspan’s existing and future portfolio vessel financing program. The Series A, Series B and Series C Senior Secured Notes were issued in August 2022, with interest rates ranging from 5.15% to 5.49% and maturities from September 2032 to September 2037. The Senior Secured Notes contain certain sustainability features, and are subject to adjustment based on Seaspan’s achievements relative to certain key performance indicators.

Operating Leases

As of December 31, 2022, there were 10 vessel operating lease arrangements. Under nine of the operating lease arrangements, the Company may purchase the vessels for a predetermined purchase price. As of December 31, 2022, there were total commitments, excluding purchase options, under vessel operating leases from 2022 to 2029 of approximately $571.9 million. As at December 31, 2022, these purchase option prices were $510.6 million in aggregate for the nine vessels, and if exercised, such purchases will complete between December 2024 and November 2026. If exercised, the term of the operating leases will shorten, and the amount paid by the Company under the operating leases (excluding the purchase option price) will be less than the total commitment outlined below.

At December 31, 2022, the commitment under operating leases relating to vessels was $571.9 million for 2023 to 2029, and for other leases it was $9.7 million for 2023 to 2031. Total commitments under these leases are as follows:

2023	$	117.6
2024	115.9
2025	118.9
2026	117.2
2027	80.4
Thereafter	31.6
	$	581.6

Finance Leases

In January through August 2022, the Company exercised its options to purchase four 10,000 TEU vessels and each of the leases have been re-assessed as financing leases for the remainder of its term until the purchase is completed in January through September 2023 at the predetermined purchase price of $52.7 million per vessel, representing an aggregate of $210.8 million for the four vessels.

As at December 31, 2022, the total remaining commitments related to financial liabilities of the four vessels under finance leases were $225.1 million (December 31, 2021 - nil), including imputed interest of $2.9 million (December 31, 2021 - nil), repayable in 2023.

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Capital Commitments

As of December 31, 2022, the Company had 58 newbuild vessels under construction (December 31, 2021 – 67 vessels). The Company had outstanding commitments for the remaining installment payments as follows:

2023	$	2,438.1
2024	2,713.7
Total	$	5,151.8

Inflation globally has seen increases through 2022, along with expectations that elevated inflation levels may persist in the near-term. This trend is positively correlated with profitability in our business sectors, as the cost of transport and power are major components of inflation, and the underlying demand for our business segments is closely linked to both global GDP growth and inflation. While we expect these factors to be a net positive for our business segments, we anticipate that market uncertainty surrounding quantitative tightening and interest rates intended to combat inflation may continue to cause volatility in the equity and credit markets near-term, impacting the pricing of our traded securities and potential new issuances, notwithstanding strong and stable underlying performance and asset values.

Certain Terms under our Long-Term Debt, Lease Arrangements, Other Financing Arrangements and Notes

We are subject to customary conditions before we may borrow under our credit, lease and other financing arrangements, including, among others, that no event of default is outstanding and that there has been no material adverse change in our ability to make all required payments under the arrangements.

Our credit, lease and other financing arrangements and our Notes also contain various covenants limiting our ability to, among other things:

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

•enter into mergers with other entities;

•conduct material transactions with affiliates; or

•change the flag, class or management of the vessels securing the facility.

The Company’s credit, lease and other financing arrangements also contain certain financial covenants, including, among others, covenants requiring the relevant entities to maintain minimum tangible net worth, interest coverage ratios, interest and principal coverage ratios, and debt to assets ratios, as defined. Seaspan’s 2023 RCF and 5.5% 2029 Notes container incurrence-based covenants which may subject us to additional specified limitations, including limitations on dividend payments in excess of a specified amount, subject to a specified calculation which may increase or decrease over time. To the extent the Company is unable to satisfy the requirements under its credit facilities and lease and other financing arrangements, the Company may be unable to borrow additional funds under the facilities, and if it is not in compliance with specified financial ratios or other requirements under our credit, lease and other financing arrangements or our Notes, we may be in breach of the facilities and lease and other financing arrangements or our Notes, which could require us to repay outstanding amounts. We may also be required to prepay amounts under our credit facilities, operating leases, other financing arrangements, or our Notes if we experience a change of control, and may also result in financial penalties. We were in compliance with these covenants as at December 31, 2022.

Cash Flows

The following table summarizes our sources and uses of cash for the periods presented:

	Year Ended December 31,
(in millions of USD)	2022		2021
Net cash flows from operating activities	$	856.3	$	944.0
Net cash flows used in investing activities	(1,022.6)		(1,693.9)
Net cash flows from financing activities	130.5		734.2

Operating Cash Flows

Net cash flows from operating activities were $856.3 million for the year ended December 31, 2022, a decrease of $87.7 million compared to 2021. The decrease in net cash flows from operating activities for the year ended December 31, 2022, compared to the prior year, was primarily due to site demobilizations in our power generation segment and changes in operating assets and liabilities, offset by an increase in revenue.

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For further discussion of changes in revenue and expenses, please read “Financial Results Summary.”

Investing Cash Flows

Net cash flows used in investing activities were $1,022.6 million for the year ended December 31, 2022, a decrease of $671.3 million compared to 2021. Decrease in cash used was primarily due to the decrease in expenditures related to installments on vessels under construction and an increase in proceeds from vessel sales in the year ended December 31, 2022, compared to the same period in 2021.

Financing Cash Flows

Net cash flows from financing activities were $130.5 million for the year ended December 31, 2022, compared to net cash flows from financing activities of $734.2 million in 2021. This represents a net decrease of $603.7 million in cash flows from financing activities for the year ended December 31, 2022, compared to 2021. Decrease was primarily due to proceeds received from long-term debt and other financing arrangements related to newbuild financing, offset by repayments and the proceeds received from the exercise of warrants.

Ongoing Capital Expenditures and Dividends

The average age of the vessels in our operating fleet is approximately eight years, on a TEU-weighted basis. Capital expenditures for our containership fleet primarily relate to our regularly scheduled dry-dockings. During the year ended December 31, 2022, we completed 14 dry-dockings, compared to 18 dry-dockings in 2021.

The average age of the turbines is nine years and the average age of our diesel generators is 11 years. Capital expenditures for these assets primarily relate to mobilization and decommissioning requirements included in substantially all lease contracts. During the year ended December 31, 2022, we mobilized and decommissioned three and three sites, respectively.

We must make substantial capital expenditures over the long-term to preserve our capital base, which is comprised of our net assets, to continue to refinance our indebtedness and to maintain our dividends. We will likely need to retain additional funds at some time in the future to provide reasonable assurance of maintaining our capital base over the long-term. We believe it is not possible to determine now, with any reasonable degree of certainty, how much of our operating cash flow we should retain in our business and when it should be retained to preserve our capital base. The amount of operating cash flow we retain in our business will affect the amount of our dividends. Factors that will impact our decisions regarding the amount of funds to be retained in our business to preserve our capital base, include the following, many of which are currently unknown and are outside our control:

(1)the remaining lives of our property plant and equipment;

(2)the returns that we generate on our retained cash flow, which will depend on the economic terms of any future asset acquisitions and lease terms;

(3)future contract rates for our assets after the end of their existing leases agreements;

(4)our future operating and interest costs;

(5)future operating and financing costs;

(6)our future refinancing requirements and alternatives and conditions in the relevant financing and capital markets at that time;

(7)capital expenditures to comply with environmental regulations and asset retirement obligations; and

(8)unanticipated future events and other contingencies.

Our board of directors periodically considers these factors in determining our need to retain funds rather than pay them out as dividends. Unless we are successful in making acquisitions with outside sources of financing that add a material amount to our cash available for retention in our business, or unless our board of directors concludes that we will likely be able to re-deploy our fleet upon expiration of existing leases at rates higher than the rates in our current leases, our board of directors may determine at some future date to reduce, or possibly eliminate, our dividend for reasonable assurance that we are retaining the funds necessary to preserve our capital base.

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The following dividends were paid or accrued for the periods indicated:

	Year Ended December 31,
(in millions of USD, except per share amounts)	2022		2021
Dividends on common shares
Declared, per share	$	0.50	$	0.50
Paid in cash	119.3		124.6
Reinvested in common shares through our dividend reinvestment plan	0.3		0.3
	$	119.6	$	124.9
Dividends on preferred shares (paid in cash)
Series D	$	10.1	$	10.1
Series E	—		7.5
Series G	—		10.7
Series H	17.7		17.8
Series I	12.0		12.0
Series J	21.0		8.1

For more information on our dividend policy, please read “Item 8. Financial Information—A. Financial Statements and Other Financial Information—Dividend Policy.”

For 2022, dividends on our Series D, H, I and J preferred shares accrue at rates per annum of 7.95%, 7.875%, 8.00% and 7.0%, respectively. In addition, for 2021, dividends on our Series E and G and preferred shares accrue at rates per annum of 8.25% and 8.20%, respectively. On July 1, 2021, we redeemed all of our outstanding Series E and Series G preferred shares. Our Series J preferred shares were issued in June 2021.

C.Research and Development, Patents and Licenses

Not applicable.

D.Trend information

See Item 5 “Operating and Financial Review and Prospects” for information on the following trend information:

a.“Recent Developments in 2022 and 2023” for detail on recent material events;

b.“Market Conditions” for information on the containership leasing and power generation markets;

c.“Effects of COVID” for detail on how COVID is impacting our business;

d.“Impact of Recent Developments in Ukraine” for information on how this conflict may impact our business.

See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources” for detail on our commitments with respect to contracted lease payment receipts as well as credit and other material obligations.

E.Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires us to make estimates in the application of our accounting policies based on our best assumptions, judgments and opinions. Our estimates affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. We base our estimates on historical experience and anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. Accounting estimates and assumptions discussed in this section are those that we consider to be the most critical to an understanding of our financial statements because they inherently involve significant judgments and uncertainties.

Senior management has discussed with our audit committee the development, selection and disclosure of accounting estimates used in the preparation of our consolidated financial statements.

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Amortization of Vessel Dry-Docking Activities

We defer costs incurred for dry-docking activities until the next scheduled dry-docking. Dry-docking of our vessels is generally performed every five years and includes major overhaul activities that are comprehensive and all encompassing. We have adopted the deferral method of accounting for dry-dock activities whereby costs incurred are deferred and amortized on a straight-line basis over the period until the next scheduled dry-dock activity.

The major components of routine dry-docking costs include: (i) yard costs, which may include riggers, pilot/tugs, yard fees, hull painting service, deck repairs (such as steel work, anchors, chains, valves, tanks, and hatches) and engine components (such as shafts, thrusters, propeller, rudder, main engine and auxiliary machinery); (ii) non-yard costs which include the paint, technician service costs and parts ordered specifically for dry-dock; and (iii) other costs associated with communications, pilots, tugs, survey fees, port fees, fuel costs for mobilizing the vessel to and from the dry-dock and classification fees.

Repairs and maintenance normally performed on an operational vessel either at port or at sea are limited to repairs to specific damages caused by a particular incident or normal wear and tear, or minor maintenance to minimize the wear and tear to the vessel. Above the water line repairs, minor deck maintenance and equipment repairs may be performed to the extent the operations and safety of the crew and vessel are not compromised. All repairs and maintenance costs are expensed as incurred.

Useful lives property, plant and equipment

Vessels

The carrying value of each of our vessels represents its original cost at the time of delivery or purchase, including acquisition costs directly attributable to the vessel and expenditures made to prepare the vessel for its initial voyage, less accumulated depreciation. We depreciate our vessels using the straight-line method over their estimated useful lives. Second-hand vessels are depreciated from their date of acquisition over their remaining estimated useful life. We review the estimate of our vessels’ useful lives on an ongoing basis to ensure they reflect current technology, service potential, and vessel structure. We estimate that the useful life of the vessels will be 30 years from the date of initial completion. Should certain factors or circumstances cause us to revise our estimate of vessel service lives in the future, depreciation expense could be materially lower or higher. Such factors include, but are not limited to, the extent of cash flows generated from future charter arrangements, changes in international shipping requirements, and other factors, many of which are outside of our control.

Power generating equipment

The carrying value of our power generating equipment represent its original cost at the time of purchase, less accumulated depreciation. We depreciate our power generating equipment using the straight-line method over their estimated useful lives. Costs incurred to mobilize and install power-generating equipment pursuant to a contract for the provision of power-generation services are also recorded in property, plant and equipment and are depreciated on a straight-line basis over the non-cancellable lease term to which the power-generating equipment relates. In estimating the useful lives of power generating equipment, we make certain judgments relating to expected usage, expected wear and tear, residual values and technological and commercial obsolescence of the turbines and generators.

Impairment of Long-lived Assets

We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable, which occurs when the assets’ carrying value is greater than the undiscounted future cash flows the asset is expected to generate over its remaining useful life. Examples of such events or changes in circumstances related to our long-lived assets include, among others: a significant adverse change in the extent or manner in which the asset is being used or in its physical condition; a significant adverse change in legal factors or in the business climate that could affect the asset’s value, including an adverse action or assessment by a foreign government that impacts the use of the asset; or a current-period operating or cash flow loss combined with a history of operating or cash flow losses, or a projection or forecast that demonstrates continuing losses associated with the asset’s use. If there has been a general decline in the market value of assets, we analyze our assets for impairment to the extent that the decline in market value is expected to impact the future cash flows of the asset. In cases where our assets are being analyzed is under a long-term contracts, a decline in the current market value of the asset may not impact the recoverability of its carrying value. The determination of whether impairment indicators exist requires significant judgment in evaluating underlying significant assumptions including charter rates, utilization rates, operating costs and current vessel market values.

If an indication is identified, and the estimated undiscounted future cash flows of an asset, excluding interest charges, expected to be generated by the use of the asset over its useful life exceeds the asset’s carrying value, no impairment is recognized even though the fair value of the asset may be lower than its carrying value. If the estimated

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undiscounted future cash flows are less than its carrying amount, an impairment charge is recorded for the amount by which the net book value of the asset exceeds its fair value.

Vessels

When an indicator of impairment is identified for our vessels, our estimates of future cash flows involve assumptions about future charter rates, vessel utilization, operating and dry-docking expenditures, vessel residual values, inflation and the remaining estimated useful lives of our vessels. If undiscounted future cash flows are less than its carrying value, fair value is calculated as the net present value of estimated future cash flows, which in certain circumstances may approximate the estimated market value of the vessel.

Revenue assumptions are based on contracted time charter rates up to the end of the life of the current contract of each vessel, as well as an estimated time charter rate, adjusted for future inflation, for the remaining life of the vessel after the completion of its current contract. The estimated time charter rates for non-contracted revenue days are based on 10-year average time charter rates incorporating historical time charter rate data from an independent third-party maritime research service provider, as well as recent market charter rates relevant to future periods. We consider 10-year historical average rates to be a reasonable estimation of expected future charter rates over the remaining useful life of our vessels since such historical average generally represents a full shipping cycle that captures the highs and lows of the market.

Our estimates of vessel utilization, including estimated off-hire time for dry-docking, off-hire time between time charters and equipment or machinery breakdown, are based on historical experience.

Our estimates of operating, dry-docking expenses and capital expenditures are based on historical and budgeted operating and dry-docking costs and our expectations of future inflation and operating requirements. Expenses, including dry-dock expenses, are impacted by the economic conditions of our industry, including, among other things, crewing costs, insurance and bunker costs and availability of shipyards for dry-docking.

Vessel residual values are a product of a vessel’s lightweight tonnage and an estimated scrap rate which takes into consideration historical average scrap prices based on information from third-party maritime research services. Although we believe that the assumptions used to determine the scrap rate are reasonable and appropriate, such assumptions are highly subjective because of the cyclical nature of future demand for scrap steel.

The remaining lives of our vessels used in our estimates of future cash flows are consistent with those used in our calculations of depreciation.

In our experience, certain assumptions relating to our estimates of future cash flows are more predictable by their nature, including estimated revenue under existing contract terms and remaining vessel life. Certain assumptions relating to our estimates of future cash flows require more judgment and are inherently less predictable, such as future charter rates beyond the firm period of existing contracts, ongoing operating costs and vessel residual values. We assess these assumptions on a continuous basis and believe those used to estimate future cash flows of our vessels are reasonable at the time they are made. We can make no assurances however, as to whether our estimates of future cash flows, particularly future vessel charter rates or vessel values, will be accurate.

For the year ended December 31, 2022 and December 31, 2021, based on our analysis, we have not identified any events or changes in circumstances indicating that the carrying amount of the assets may not be recoverable and accordingly, no impairment was recorded.

During 2022, Seaspan entered into agreements to sell a total of 11 vessels one of which completed in January 2023. Under current market conditions for our containership leasing segment, we intend to continue to hold and operate our core vessels. Although time charter rates have increased in 2021 through the first half of 2022, we expect that in the near future they will stabilize. Future time charter rates impact our average estimated daily time charter rate used in future impairment analyses and if this declines, this may result in estimated undiscounted future operating net cash flows being less than the carrying value of certain of our Panamax-size vessels or below and may require us to recognize non-cash impairment charges in the future equal to the excess of the impacted vessels’ carrying value over their fair value. The determination of the fair value of vessels will depend on various market factors and our reasonable assumptions at that time, including time charter rates, operating expenses, capital expenditures, inflation, fleet utilization, residual value, remaining useful life and discount rates. The amount, if any, and timing of any impairment charges we may recognize in the future will depend upon then current assumptions, which may differ materially from period to period.

The following table presents information with respect to the carrying amount of the vessels owned by us and indicates whether their estimated charter-free market values are below their carrying values as of December 31, 2022. The charter-free valuations assume that our vessels are in good and seaworthy condition without need for repair, and, if inspected, they would be certified in class without notations of any kind. Because vessel values can be highly volatile, these charter-free valuations may not be indicative of either the current or future prices that we could achieve if we were to sell

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any of the vessels. We would not record an impairment charge for any of the vessels for which the charter-free market value is below its carrying value unless we determine that the vessel’s carrying amount is not recoverable. For those vessels that have carrying values in excess of their charter-free market values as of December 31, 2022, we have not identified any events or changes in circumstances indicating that the carrying amount may not be recoverable. Accordingly, we have not recorded an impairment charge related to those vessels as of December 31, 2022.

Vessel Name	Vessel Class (TEU)	Year Built	Vessel Carrying Value at December 31, 2022 (in millions of USD)		Vessel Carrying Value at December 31, 2021 (in millions of USD)
CMA CGM Chile	15,000	2019	$	121.3	$	125.2
CMA CGM Mexico	15,000	2019	119.9		123.9
ONE Freedom	15,000	2022	122.3		—
YM Wish	14,000	2015	88.1		91.5
YM Wellhead	14,000	2015	87.9		91.3
YM Witness	14,000	2015	85.6		88.8
YM World	14,000	2015	82.9		86.1
YM Wondrous	14,000	2015	83.2		86.2
YM Wholesome	14,000	2015	83.3		86.2
YM Worth	14,000	2015	83.3		86.3
YM Welcome	14,000	2016	87.6		90.7
YM Wreath	14,000	2017	92.0		95.2
COSCO Glory(1)	13,100	2011	112.9		118.2
COSCO Pride(1)	13,100	2011	113.0		118.3
COSCO Development(1)	13,100	2011	114.2		119.5
COSCO Harmony(1)	13,100	2011	114.2		119.5
COSCO Excellence(1)	13,100	2012	118.2		123.5
COSCO Faith(1)	13,100	2012	119.0		124.3
COSCO Hope(1)	13,100	2012	117.7		122.9
COSCO Fortune(1)	13,100	2012	117.9		123.2
Madrid Express	13,000	2010	66.4		69.2
Paris Express	13,000	2011	67.0		69.4
Salvador Express	12,000	2018	83.1		85.9
Seaspan Harrier	12,000	2018	85.3		88.3
Seaspan Falcon	12,000	2018	85.4		88.3
Seaspan Raptor	12,000	2018	85.4		88.3
Seaspan Osprey	12,000	2018	84.1		87.1
ONE Parana	11,800	2022	93.3		—
ONE Magdalena	11,800	2022	94.0		—
ONE Orinoco	11,800	2022	94.4		—
ONE Amazon	11,800	2022	94.8		—
ZIM USA	11,800	2022	120.6		—
ZIM Canada	11,800	2022	121.0		—
APL Dublin	10,700	2012	56.3		58.6
APL Paris	10,700	2012	56.3		58.6
APL Southampton	10,700	2012	56.1		58.4
Seaspan Ganges	10,000	2014	76.6		79.7
Seaspan Yangtze	10,000	2014	77.0		80.0
Seaspan Zambezi	10,000	2014	77.5		80.6

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Vessel Name	Vessel Class (TEU)	Year Built	Vessel Carrying Value at December 31, 2022 (in millions of USD)	Vessel Carrying Value at December 31, 2021 (in millions of USD)
Maersk Guayaquil	10,000	2015	72.0	74.7
Seaspan Thames	10,000	2014	62.5	65.0
Seaspan Amazon	10,000	2014	62.5	65.0
Seaspan Hudson	10,000	2015	65.2	67.6
CMA CGM Tuticorin	10,000	2015	65.2	67.7
Seaspan Brilliance	10,000	2014	62.6	65.0
Seaspan Belief	10,000	2015	65.3	67.8
Seaspan Beauty	10,000	2015	65.2	67.7
Seaspan Bellwether	10,000	2015	66.0	68.5
Maersk Guatemala	10,000	2015	65.4	67.9
Maersk Gibraltar	10,000	2016	68.3	70.7
CMA CGM Mundra	10,000	2018	83.2	86.0
CMA CGM Mumbai	10,000	2018	82.8	85.6
CMA CGM Cochin	10,000	2018	72.8	75.3
CMA CGM Chennai	10,000	2018	72.7	75.1
CSCL Zeebrugge(1)	9,600	2007	61.4	64.8
CSCL Long Beach(1)	9,600	2007	62.8	66.2
Seaspan Adonis	9,600	2010	31.0	31.6
APL Mexico City	9,200	2013	56.8	59.0
APL New York	9,200	2013	56.2	58.5
APL Vancouver	9,200	2013	56.3	58.6
Seaspan Oceania	8,500	2004	38.9	38.7
CSCL Africa	8,500	2005	36.8	38.9
COSCO Japan(1)	8,500	2010	79.0	82.9
COSCO Korea(1)	8,500	2010	79.5	83.6
COSCO Philippines(1)	8,500	2010	79.2	82.7
COSCO Malaysia(1)	8,500	2010	80.2	84.1
COSCO Indonesia(1)	8,500	2010	80.6	84.5
COSCO Thailand(1)	8,500	2010	82.0	86.0
COSCO Prince Rupert(1)	8,500	2011	84.0	87.7
COSCO Vietnam(1)	8,500	2011	84.7	88.0
Gulf Bridge	8,500	2010	54.6	56.8
ZIM Charleston	8,500	2010	54.8	56.7
Seaspan Emerald(1)	5,100	2009	47.7	50.1
Altamira Express(1)	5,100	2009	48.4	51.0
Seaspan Emissary(1)	5,100	2009	53.3	50.7
Seaspan Empire(1)	5,100	2010	49.7	52.2
Seaspan Osaka(1)	4,500	2010	60.6	63.0
Seaspan Kyoto(1)	4,500	2011	61.3	64.8
Seaspan Kobe(1)	4,500	2011	61.0	64.1
Seaspan Chiba(1)	4,500	2011	63.8	67.4
Seaspan Tokyo(1)	4,500	2011	64.9	67.2
Seaspan Hamburg(1)	4,250	2001	15.8	17.4
Seaspan Chiwan	4,250	2001	—	17.4

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Vessel Name	Vessel Class (TEU)	Year Built	Vessel Carrying Value at December 31, 2022 (in millions of USD)		Vessel Carrying Value at December 31, 2021 (in millions of USD)
Seaspan Ningbo	4,250	2002	—		18.5
Seaspan Dalian(1)(2)	4,250	2002	17.7		19.1
Seaspan Felixstowe(1)	4,250	2002	18.2		19.7
Seaspan Vancouver	4,250	2005	—		21.2
Seaspan New York	4,250	2005	20.2		21.4
Seaspan Melbourne	4,250	2005	—		26.9
CSCL Brisbane	4,250	2005	—		27.0
Seaspan New Delhi	4,250	2005	—		29.3
Seaspan Dubai	4,250	2006	—		29.4
Seaspan Jakarta	4,250	2006	—		29.9
Seaspan Saigon(1)	4,250	2006	28.4		30.1
Seaspan Lahore(1)	4,250	2006	29.3		31.1
Rio Grande Express(1)	4,250	2006	29.5		31.1
Seaspan Santos(1)	4,250	2006	29.3		31.5
Seaspan Rio de Janeiro(1)	4,250	2007	30.4		31.8
Seaspan Manila	4,250	2007	—		32.0
Seaspan Loncomilla	4,250	2009	19.2		20.0
Seaspan Lumaco	4,250	2009	18.8		19.5
Seaspan Lingue	4,250	2010	18.8		19.5
Seaspan Lebu	4,250	2010	—		19.1
COSCO Fuzhou	3,500	2007	14.9		15.2
COSCO Yingkou	3,500	2007	16.3		17.0
Maersk Nile(1)	2,500	2008	16.2		16.9
Maersk Nansha(1)	2,500	2008	16.1		16.9
CSCL Montevideo	2,500	2008	14.8		15.3
CSCL Lima	2,500	2008	14.9		15.5
Maersk Nadi	2,500	2008	15.5		16.2
Maersk Newark(1)	2,500	2008	15.5		16.0
Maersk New Delhi	2,500	2009	16.0		16.5
Maersk Ningbo(1)	2,500	2009	16.7		17.5
Seaspan Guayaquil	2,500	2010	16.5		17.2
Seaspan Calicanto	2,500	2010	17.1		17.8
Seaspan Loga	2,500	2006	8.1		8.4
Seaspan Hannover	2,500	2006	8.3		8.4
Total			$	6,822.8	$	6,580.3

(1)As at December 31, 2022, the vessel’s charter-free market value is lower than its carrying value. The aggregate carrying value of these vessels is $2.5 billion and the estimated charter-free market value is $1.7 billion. Although the charter-free market values are lower than the carrying values of these vessels, we expect the difference would be less using charter-attached values since the majority of those vessels are on long-term time charters.

(2)At December 31, 2022, this vessel was classified as asset held for sale.

Power generation equipment

We acquired the assets of APR Energy on February 28, 2020. When an indicator of impairment is identified for our power generation equipment, our estimates of future cash flows used to determine fair value involve assumptions related to future lease rates, asset utilization, off-hire and re-deployment periods, and the remaining estimated useful lives of our assets. If undiscounted future cash flows are less than its carrying value, fair value is calculated as the net present value of estimated future cash flows, which in certain circumstances may approximate the estimated market value of the assets.

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Revenue assumptions are based on lease rates up to the end of the life of the current contract for each asset, as well as estimated future lease rates, for the remaining life of the asset after the completion of its current contract. The estimated future lease rates for non-contracted revenue periods are based adjusted historical averages. Our estimates of asset utilization, including estimated off-hire periods for decommissioning, re-deployment and mobilization are also based on historical experience.

The remaining lives of our power generation used in our estimates of future cash flows are consistent with those used in our calculations of depreciation.

For the year ended December 31, 2022, based on our analysis, we have not identified any events or changes in circumstances indicating that the carrying amount of these assets may not be recoverable and accordingly, no impairment was recorded.

Based on our experience, we recognize that key assumptions, including future lease rates and asset utilization require significant judgement and are inherently volatile, given the unpredictable nature of our power generation segment. We assess these assumptions on a continuous basis and believe those used to estimate future cash flows of our assets are reasonable at the time they are made. We can make no assurances however, as to whether our estimates of future cash flows will be accurate.

Based on current market conditions for our mobile power generation segment, we intend to continue to hold and operate our assets. If we are unable to deploy our power generation equipment at rates consistent with historical averages, due to shift in market demand or specific events such as further developments in the COVID-19 pandemic, future lease revenue and utilization rates will decline, resulting in estimated undiscounted future operating net cash flows which may be less than the carrying value of certain of our assets and requiring us to recognize non-cash impairment charges in the future equal to the excess of the impacted asset’s carrying value over their fair value. The determination of the fair value of the assets will depend on various market factors and our reasonable assumptions at that time. The amount, if any, and timing of any impairment charges we may recognize in the future will depend upon then current assumptions, which may differ materially from period to period.

Goodwill

We allocate the cost of acquired companies to the identifiable tangible and intangible assets and liabilities acquired, with the remaining amount being classified as goodwill. Our future operating performance may be affected by the potential impairment charges related to goodwill. Accordingly, the allocation of the purchase price to goodwill may significantly affect our future operating results. Goodwill is not amortized, but reviewed for impairment annually, in the fourth quarter or more frequently if impairment indicators arise. The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment at many points during the analysis.

The allocation of the purchase price of acquired companies requires management to make significant estimates and assumptions, including estimates of future cash flows expected to be generated by the acquired assets and the appropriate discount rate to value these cash flows. In addition, the process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment at many points during the analysis. The fair value of our reporting unit is estimated based on discounted expected future cash flows using a weighted-average cost of capital rate. The estimates and assumptions regarding expected cash flows and the appropriate discount rates require considerable judgment and are based upon existing contracts, historical experience, financial forecasts and industry trends and conditions.

Our goodwill comprising of $75.3 million from our January 2012 acquisition of Seaspan Management Services Limited (“SMSL”), allocated to the containership leasing segment, and was tested for impairment on November 30, 2022. We have the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit, is less than its carrying amount, including goodwill. Alternatively, we may bypass this step and use a fair value approach to identify potential goodwill impairment and, when necessary, measure the amount of impairment.

On November 30, 2022, we performed a qualitative assessment to identify potential impairment. We evaluated factors that would impact the discounted cash flow, including the time charter rates, vessel utilization rates, ship operating expenses, operating life of our vessels, the inflation rate and our cost of capital and concluded that our goodwill was not impaired. The amount, if any, and timing of any goodwill impairment charges that we may recognize in the future will depend upon then current assumptions, which may differ materially from those used on November 30, 2022.

Derivative Instruments

Our hedging policies permit the use of various derivative financial instruments to manage interest rate risk. Interest rate swap have been entered into to reduce our exposure to market risks from changing interest rates. We recognize the interest rate swap agreements on the balance sheet at their fair values.

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The fair values of the interest rate swap agreements have been calculated by discounting the future cash flows of both the fixed rate and variable rate interest rate payments. The interest rate payments and discount rates were derived from a yield curve created by nationally recognized financial institutions adjusted for the associated credit risk related to the credit risk of the counterparties or our non-performance risk. The inputs used to determine the fair values of these agreements are readily observable. Accordingly, we have classified the fair value of the interest rate swap Level 2 in the fair value hierarchy as defined by U.S. GAAP. Changes in the fair value of our interest rate swaps are recorded in earnings.

We evaluate whether any of the previously hedged interest payments are remote of occurring. We have concluded that the previously hedged interest payments are not remote of occurring. Therefore, unrealized gains or losses in accumulated other comprehensive income associated with the previously designated interest rate swaps are recognized in earnings when and where the interest payments are recognized. If such interest payments were to be identified as being remote of occurring, the accumulated other comprehensive income balance pertaining to these amounts would be reversed through earnings immediately.

Asset Retirement Obligations

We record a provision and a corresponding long-lived asset for asset retirement obligations (“ARO”) as it relates to our mobile power generation segment, when there is a legal obligation associated with the retirement of long-lived assets and the fair value of the liability can be reasonably estimated. The fair value of the ARO is measured using expected future cash flows discounted at our credit-adjusted risk-free interest rate. The liability is accreted up to the cost of retirement through interest expense over the non-cancellable lease term. The long-lived asset is depreciated over the same period.

We use judgment in determining the amount and timing of settlements, which may change materially in response to factors including, but not limited to changes in laws and regulations, the emergence of new technology, and changes to the timing and scope of work. Changes in the amount or timing of the estimated ARO are recorded as an adjustment to the related asset and liability or to depreciation expense if the asset is fully depreciated.

Business Combination

We recognize and measure the assets acquired and liabilities assumed in a business combination based on their estimated fair values at the acquisition date. Any excess or surplus of the purchase consideration when compared to the fair value of the net assets acquired, if any, is recorded as goodwill or gain from a bargain purchase. A significant amount of judgment is involved in estimating the individual fair values of property, plant and equipment, intangible assets, contingent consideration, taxes and other assets and liabilities. We use all relevant information to make these fair value determinations. For material acquisitions, we engage an independent valuation specialist to assist when relevant.

An income, market or cost valuation method may be utilized to estimate the fair value of the assets acquired, liabilities assumed, contingent consideration and non-controlling interest, if any, in a business combination.

The income valuation method which requires us to project future cash flows and apply an appropriate discount rate. The cost valuation method is based on the replacement cost of a comparable asset at prices at the time of the acquisition reduced for depreciation of the asset. The market valuation method uses market data and adjusts for company specific factors. The estimates used in determining fair value are based on assumptions believed to be reasonable, but which are inherently uncertain. Accordingly, results may differ materially from the projected results used in to determine fair value. If the initial accounting for the business combination is incomplete by the end of the reporting period in which the acquisition occurs, an estimate will be recorded. Subsequent to the acquisition date, and not later than one year from the acquisition date, we will record any material adjustments to the initial estimate based on new information obtained that would have existed as of the date of the acquisition. Any adjustment that arises from information obtained that did not exist as of the date of the acquisition will be recorded in the period of the adjustment.

Recent Accounting Pronouncements

Measurement of Credit Loss

Effective January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2016-13, “Measurement of Credit Loss on Financial Instruments”. ASU 2016-13 replaces the current incurred loss impairment methodology with the expected credit loss impairment model (“CECL”), which requires consideration of a broader range of reasonable and supportable information to estimate expected credit losses over the life of the instrument instead of only when losses are incurred. This standard applies to financial assets measured at amortized cost basis and net investments in leases recognized by the lessor. Upon adoption, a cumulative effect adjustment of $2.3 million was made to deficit as part of the modified retrospective transition approach.

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Simplifying test for goodwill impairment

Effective January 1, 2020, the Company adopted ASU 2017-04, “Simplifying the Test for Goodwill Impairment.” ASU 2017-04 eliminates the need to determine the fair value of individual assets and liabilities of a reporting unit to measure the implied goodwill impairment. As a result of the adoption, the Company now calculates goodwill impairment as the amount by which the carrying value exceeds fair value of a reporting unit, not to exceed the carrying amount of goodwill.

Discontinuation of LIBOR

The Company adopted ASU 2020-04, “Reference Rate Reform (Topic 848)”, prospectively to contract modifications. The guidance provides optional relief for the discontinuation of LIBOR resulting from rate reform. Contract terms that are modified due to the replacement of a reference rate are not required to be remeasured or reassessed under FASB’s relevant U.S. GAAP Topic. The election is available by Topic. The Company has elected to apply the optional relief for contracts under ASC 470, “Debt”, ASC 840 and 842, “Leases”, and ASC 815, “Derivatives and Hedging”. There was no impact to the Company's financial statements upon initial adoption. The LIBOR replacement modifications for Debt contracts will be accounted for by prospectively adjusting the effective interest rate in the agreements. Existing lease and derivative contracts will require no reassessments. Transition activities are focused on the conversion of existing LIBOR based contracts to the Secured Overnight Financing Rate.

Debt with conversion and other options

Effective January 1, 2022, the Company adopted ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20)”, using the modified retrospective method, whereby the accounting for convertible debt instruments is simplified by reducing the number of accounting models and circumstances when embedded conversion features are separately recognized. This update also revises the method in which diluted earnings per share is calculated related to certain instruments with conversion features, among other clarifications. As a result of the adoption, the Company recognizes the maximum potential dilutive effect of our exchangeable notes in diluted EPS using the if-converted method.

Item 6.     Directors and Senior Management

A.Directors and Senior Management

Our directors and executive officers as of March 1, 2023, and their ages as of December 31, 2022, are listed below.

Name	Age	Position
David Sokol	66	Director and Chairman of the board of directors
Bing Chen	56	Director, President & Chief Executive Officer
Graham Talbot	58	Chief Financial Officer
Torsten Holst Pedersen	52	Chief Operating Officer
Peter Curtis	64	Chief Commercial Officer, Seaspan
Andrew E. Derksen	49	General Counsel and Corporate Secretary
Krista Yeung	42	Vice President, Accounting & Tax
Ben Church	52	Chief Executive Officer, APR Energy
Lawrence Chin	46	Director
John Hsu	59	Director
Nicholas Pitts-Tucker	71	Director
Lawrence Simkins	61	Director
Katie Wade	49	Director
Stephen Wallace	66	Director

David Sokol. David Sokol was appointed a director and chairman of the Company in November 2019 and served as a director and chairman of Seaspan from 2017 to 2020. Mr. Sokol is also chair of the executive committee and a member of the compensation and governance committee. Mr. Sokol has founded three companies in his career to date, taken three companies public and as Chairman and CEO of MidAmerican Energy Holdings Company, he sold the company to Berkshire Hathaway, Inc. in 2000. Mr. Sokol continued with Berkshire Hathaway, Inc., until he retired in March 2011, when he left in order to manage his family business investments, Teton Capital, LLC, as Chairman and CEO. Teton Capital, LLC is headquartered in Fort Lauderdale, Florida and is a family holding company which oversees investments in

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the banking, manufacturing, consumer products, energy, real estate and technology businesses. Mr. Sokol is a member of the board of directors of the Horatio Alger Association of Distinguished Americans. Over Mr. Sokol’s 40 year career, he has chaired five corporate boards and over a dozen charitable or community boards. David L. Sokol’s business philosophy, based upon vision, strategy and six operating principles, is described in a book he authored in 2008, Pleased But Not Satisfied. It is a simple business model with a definite focus on developing future leaders.

Bing Chen. Bing Chen was appointed as a director and President and Chief Executive Officer of the Company in November 2019, and as a director and President and Chief Executive Officer of Seaspan in January 2018. Through a career spanning over 25 years, Mr. Chen’s experiences comprise executive roles in Asia, Europe and North America. Before joining the Company and Seaspan, he served as Chief Executive Officer of BNP Paribas (China) Ltd., leading the bank’s growth strategy in China. As Director and General Manager for Trafigura Investment (China), Mr. Chen was responsible for the P&L of domestic and international commodities trading in the country. He led the buildup of the greater China investment banking practice at Houlihan Lokey, Inc. as Managing Director and Head of Asia financial advisory. Mr. Chen served as Chief Executive Officer and Chief Financial Officer at industrial leasing and aircraft chartering businesses across Europe. In North America, he worked as Director, Business Strategy at Deutsche Bank in New York. Mr. Chen is a Certified Public Accountant (inactive) and received a B.S. (Magna Cum Laude and Honors) in Accountancy from Bernard Baruch College and MBA (Honors) from Columbia Business School.

Graham Talbot. Graham Talbot is the Chief Financial Officer of the Company. and also serves as Chief Financial Officer of Seaspan. Mr. Talbot has worked in asset-intensive industries, primarily in the energy sector, for more than 30 years. He has held executive finance roles in Abu Dhabi Power Corporation and Maersk Energy based in Copenhagen. Prior to his time with Maersk, Mr. Talbot was Regional Finance Director for BG Group, in his native Australia, where his responsibilities included the $20 billion Queensland Curtis LNG project. Prior to this, he spent 23 years with Shell in senior international finance roles based in Guam, United Kingdom, Netherlands, Kazakhstan, U.A.E., and Australia. Throughout his career, Mr. Talbot has held a broad range of functional accountabilities including – Finance, Strategy, Trading, Procurement, Technology, Commercial and Business Integration/Separation. In addition, he has held numerous Board positions in various jurisdictions. Mr. Talbot holds an MBA from Melbourne Business School, is a Fellow of CPA Australia, a Fellow of the Governance Institute of Australia, a Fellow of the Energy Institute, and a Graduate Member of the Institute of Company Directors.

Torsten Holst Pedersen. Torsten Holst Pedersen was appointed Chief Operating Officer of Seaspan in June 2020. Mr. Pedersen was Seaspan’s Executive Vice President, Ship Management since November 2018 to June 2020. Mr. Pedersen has over 20 years of experience in shipping, logistics and infrastructure, during which he held senior leadership roles and board positions across Europe, Asia, Middle East and Africa. He started his career with the Maersk Group in 1996 and worked in several of the group’s business entities, holding C-level positions in Finance and HR. In 2016, Mr. Pedersen joined Inchcape Shipping Service as Regional CEO for Middle East, Africa and South Asia. He then worked as Head of Operations for V Group, leading the transformation of the global operations organization of more than 45,000 employees. Prior to joining Seaspan, Mr. Pedersen worked as a strategy consultant, assisting companies with strategy execution and M&A due diligence in the Middle East and South Asia. He holds a Master of Economics from Aalborg University, Denmark, and a Master of International Economics (with Distinction) from University of Essex, U.K. These have been complemented by executive programs at Wharton and London Business School.

Krista Yeung. Krista Yeung was appointed as the Company’s Vice President, Accounting in October 2020 and prior to that was Vice President, Finance from March 2020. Ms. Yeung is a seasoned executive with over 15 years of experience. Prior to her current position, she has had various roles with Seaspan, including Corporate Controller. She graduated with a Bachelor of Commerce from the University of British Columbia. Ms. Yeung is a Chartered Professional Accountant (CPA, CA) and prior to joining Seaspan she articled at KPMG LLP.

Andrew E. Derksen. Andrew E. Derksen is the General Counsel and Corporate Secretary of the Company and also serves as the General Counsel of Seaspan. Mr. Derksen has over 15 years of leadership experience in senior business and legal executive roles in Japan, Europe and the U.S. Prior to joining the Company, Mr. Derksen was Chief Legal Officer and Board Secretary of Energy Technologies Holdings (Delaware) and Exide Technologies Group SAS, a private equity held battery manufacturing company with $1.7 billion in annual revenue, where Mr. Derksen was accountable for strategy/M&A, corporate governance, risk and legal management. Previously, Mr. Derksen was General Counsel at Faurecia Interior Systems (Euronext: EO), an automotive group, where Mr. Derksen oversaw legal and regulatory affairs for a 35,000 employee business group with 70 factories world-wide. In addition, Mr. Derksen has held several roles in the energy sector including with Hess Corp. (NYSE: HES) in Houston. Prior to his work as a business executive and leader, Mr. Derksen practiced law with Herbert Smith Freehills in Paris and Fasken in Toronto. Mr. Derksen is licensed to practice law in Ontario and England and Wales. He carried out business studies at ESCP (Paris), and holds a J.D. from Queen’s University in Kingston, Ontario. Mr. Derksen is based at the Executive Office in Hong Kong.

Peter Curtis. Peter Curtis was appointed as Chief Commercial Officer of Seaspan in June 2020 and is responsible for the commercial management of its owned and management vessels. Prior to this he served as Executive Vice President

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in July 2017 and as Chief Commercial and Technical Officer in March 2018, as well as Chief Operating Officer from February 2012 to February 2018 where he had responsibility for our ship building programs. From 2001 to 2012, Mr. Curtis was Vice President of Seaspan Ship Management Limited. Prior to joining Seaspan in 2001, he was based in Cyprus for two years with Columbia Ship Management as technical director. From 1991 to 1999, Mr. Curtis was with Safmarine, where he was responsible for the operations of a mixed fleet of containerships, handysize and capesize bulkcarriers and also oversaw a number of new building programs. From 1989 to 1991, he was an associate with a firm of engineering consultants in Cape Town, working on offshore and naval architectural projects, such as offshore oil and gas, as well as other marine projects. From 1981 to 1989, Mr. Curtis served in the South African Navy, where he attained the rank of Lt. Commander in charge of the submarine maintenance facility and design office. In 1981, he obtained a B.Sc. Mechanical Engineering degree at Natal University in Durban, South Africa. Mr. Curtis also obtained his Master’s degree in Naval Architecture from University College in London, England and his B.Sc. in business from Stellenbosch University in South Africa.

Ben Church. Ben Church, as Chief Executive Officer of APR Energy Limited, leads the dynamic and innovative APR team in providing energy generation solutions that help ensure reliable power for consumers around the world. Benjamin has served in many leadership roles throughout his career, both in the energy sector as well as global engineering and consulting for the power industry, all with a focus on innovation, operational excellence, and growth strategy. He has held leadership positions at AES Infrastructure Advisors, ACWA Power, Burns & McDonnel and NextEra Energy.

Lawrence Chin. Lawrence Chin was appointed a director of Atlas in November 2019 and is a member of the Compensation and Governance Committee. Mr. Chin had served as a director and a member of the Compensation and Governance Committee of Seaspan since April 2018 to March 2020. Lawrence Chin has over 24 years of experience in global capital markets and currently serves as Chief Operating Officer of Hamblin Watsa Investment Counsel (“HWIC”). HWIC, a wholly-owned subsidiary of Fairfax Financial Holdings Limited, provides global investment management services to the insurance and reinsurance subsidiaries of Fairfax. Mr. Chin previously served as Senior Vice President at one of the largest investment management firms in Canada.

John Hsu. John Hsu was appointed a director of Atlas in November 2019 and is a member of the audit committee. Mr. Hsu has been a director of Seaspan since April 2008. For generations, Mr. Hsu’s family have owned and operated bulkers, tankers and specialized ships through entities such as Sincere Navigation Corp. (Taiwan-listed) and Oak Maritime Group. Currently, Mr. Hsu is a director of the family’s single family office, OSS Capital, a member of the Advisory and Investment Committee of Isola Capital Group (a multifamily office based in Hong Kong that manages direct investments in private equity), and also holds directorships in various private companies and NGOs. From 2003 to 2010, Mr. Hsu was a partner of Ajia Partners, a prominent privately-owned alternative asset investment firm. Since 1998, he’s been the chief investment officer of Matrix Global Investments, managing a portfolio of both private and public securities. Mr. Hsu received his Bachelor of Arts degree from Colgate University and his Masters of Business Administration degree from Columbia University, and is also fluent in Japanese and Mandarin.

Nicholas Pitts-Tucker. Nicholas Pitts-Tucker was appointed as a director of the Company in November 2019 and serves as the chair of the audit committee. Mr. Pitts-Tucker served as a director of Seaspan from April 2010 to March 2020 and was chair of the audit committee since April 2015. Mr. Pitts-Tucker joined Sumitomo Mitsui Banking Corporation in 1997, following 14 years at Deutsche Morgan Grenfell and over 10 years at Grindlays Bank Limited in Asia. At Sumitomo Mitsui Banking Corporation, Mr. Pitts-Tucker served for 13 years with particular emphasis on project shipping and aviation finance in Asia, Europe and the Middle East. He also served on the Board as an executive director of SMBC Europe and of Sumitomo Mitsui Banking Corporation in Japan, or SMBC Japan. He retired from SMBC Europe and SMBC Japan in April 2010, and also retired as a non-executive director and as a member of the audit committee of SMBC Europe in April 2011. From 2010 to February 2021, Mr. Pitts- Tucker was a director of Black Rock Frontier Investment Trust PLC, which is listed on the London Stock Exchange. Mr. Pitts-Tucker is a member of the Royal Society for Asian Affairs, which was founded in 1901 to promote greater knowledge and understanding of Central Asia and countries from the Middle East to Japan. In August 2013, Mr. Pitts-Tucker was appointed as Governor of the University of Northampton, UK’s No. 1 University for Social Enterprise. Mr. Pitts-Tucker has a Master of Arts degree from Christ Church, Oxford University and a Master of Business Administration from Cranfield University.

Lawrence Simkins. Larry Simkins was appointed as a director of the Company in November 2019 and served as a director of Seaspan from April 2017 to March 2020. Mr. Simkins is chair of the compensation and governance committee. Since 2001, Larry Simkins was President of The Washington Companies, an affiliate of Seaspan’s second largest shareholder until he retired in September 2022. As President and CEO, Mr. Simkins provided leadership and direction to the enterprise by serving as a member of the board of directors of each individual company. The Washington Companies consist of privately owned companies and selected public company investments employing over 6,000 people worldwide, generating nearly US $2 billion in annual revenue. Business is transacted in the sectors of rail transportation, marine transportation, shipyards, mining, environmental construction, heavy equipment sales and aviation products. Mr. Simkins is a former director of the Federal Reserve Bank of Minneapolis, completing his second term in December of 2016. Mr.

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Simkins currently serves on the boards of Trustees of Gonzaga University and the Boy Scouts of America-Montana Council. He is a certified public accountant (inactive), and received a B.S., Business Administration (Accounting) from the University of Montana.

Katie Wade. Katie Wade was appointed a director of the Company effective September 2021, and is a member of the audit committee. Ms. Wade currently serves as the Chief Financial Officer of Lloyd’s managing agency AEGIS London, a specialist insurer offering specialist expertise and leadership to clients in more than 180 countries, across a broad range of business groups. Over her 25 year career in financial services, she previously held positions as the Chief Financial Officer for ERS, the specialist motor insurer and syndicate, Aspen Insurance UK Limited and Aspen Managing Agency Limited, and ACE Tempest Re, after having held various positions within the audit profession including with PwC. Ms. Wade is a Trustee of the Worshipful Company of Insurers Charitable Trust. Ms. Wade is a fellow of the Institute of Chartered Accountants of England and Wales and a Liveryman of the Worshipful Company of Insurers. Ms. Wade has a BSc in Business Studies from the University of Surrey and a Leading Strategy & Change certificate from Ashridge Business School.

Stephen Wallace. Stephen Wallace was appointed a director of the Company in November 2019 and is a member of the audit committee. Mr. Wallace served as a director of Seaspan from April 2018 to March 2020. Stephen Wallace has worked for over 30 years in global affairs and public administration. A Deputy Minister in Canada’s federal government until the end of 2017, he has worked extensively with emerging economies and large-scale enterprises, was responsible for core government operations at the Treasury Board, led civil reconstruction programs in some of the world’s major conflict zones, and was most recently the Secretary to the Governor General of Canada. He is a graduate of the Institute of Corporate Directors with an academic background in international trade and extensive experience in international negotiation. Mr. Wallace grew up in an Atlantic Coast naval family and is currently an advisor to government, corporations and academic institutions.

B.Compensation

Compensation of Directors and Officers

Our non-employee directors receive cash and, as described below under “—Equity Incentive Plan,” equity-based compensation.

In 2022, each non-employee member of the Board, other than Mr. Sokol, received the following annual retainers and fees. Each non-employee director received an annual cash retainer of $75,000. The chair of the audit committee received an annual payment of $20,000 and each other member of the audit committee received an annual payment of $10,000 for their committee service, including attendance at regular quarterly committee meetings. The chair of the compensation and governance committee received an annual payment of $20,000 and each other member of the Compensation and Governance committee received an annual payment of $10,000 for their committee service, including attendance at regular quarterly committee meetings. Each audit committee member and each compensation and governance committee member also received a payment of $1,500 for each additional committee meeting (i.e., other than regularly scheduled quarterly meetings) attended during the calendar year. Additionally, non-employee directors, other than Mr. Sokol, who attended committee meetings (other than the regularly scheduled quarterly meetings) at the invitation of the chair of the committee, but who were not members of such committee, also received a payment of $1,500 per meeting. All annual cash retainers and payments were paid in equal quarterly installments. In August 2022, the Board established a Special Committee consisting of independent directors of the Board (being Mr. Pitts-Tucker, Mr. Hsu, and Ms. Wade) to, among other things, review, evaluate and negotiate the Merger and alternatives thereto. Each member of the Special Committee received a cash retainer of $30,000 and monthly cash compensation of $30,000, to continue until the earlier of when the Special Committee is dissolved, the consummation of the Merger or the abandonment thereof.

All annual cash retainers and payments are payable in equal quarterly installments. Non-employee directors who attend committee meetings (other than the regularly scheduled quarterly meetings) at the invitation of the chair of the committee, but who are not members of any such committee, also received a payment of $1,500 per meeting.

Officers who also serve as directors do not receive compensation for their service as directors. Each director is reimbursed for reasonable out-of-pocket expenses incurred while attending any meeting of our board of directors or any committee.

For services during the year ended December 31, 2022, Atlas directors and management (18 persons) received aggregate cash compensation of approximately $8.5 million. We do not have a retirement plan for members of our management team or our directors. The compensation amounts set forth above exclude equity-based compensation paid to our directors and management as described below.

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Employment Agreements with Senior Management

Mr. Bing Chen serves as President & Chief Executive Officer of Atlas Corp. and each of its portfolio companies pursuant to an executive employment agreement between Mr. Chen and Seaspan Corporation, initially entered into in October 2017 and most recently amended and restated in June 2020, with an effective date of January 1, 2021. Executive officers of the Company other than Mr. Chen, including Messrs. Talbot, Derksen, Pedersen and Curtis and Ms. Yeung, have employment arrangements with Seaspan Ship Management Limited (“SSML”), a wholly owned subsidiary of the Company. Mr. Ben Church has an employment arrangement with Falconbridge Services, LLC, a wholly owned subsidiary of the Company.

Equity Incentive Plan

The Company maintains equity incentive plans (the “Plan”), which are administered by the Board and under which officers, employees and directors of the Company and its subsidiaries may be granted Options, Restricted Shares, phantom share units and other stock-based awards as determined by the Board. In March 2022, the Atlas Corp Stock Incentive Plan was amended and restated to increase the number of Common Shares issuable under the plan from 10,000,000 to 20,000,000.

In January 2022, each of the Company’s non-employee directors, other than Mr. Sokol, was awarded 9,435 Restricted Shares, which vested on January 1, 2023.

On March 28, 2022, the Board granted an award of 4,000,000 Common Shares to Mr. Sokol, in consideration for his continued service as chairman of the Board until September 1, 2027. Under the terms of the grant agreement, if Mr. Sokol ceases to act as a director at any time between the date of grant and December 31, 2022, other than for reason of his death or disability, he will forfeit and must return all of the Common Shares to the Company. Thereafter until September 1, 2027, if Mr. Sokol ceases to act as a director of the Company due to his voluntary resignation or removal for cause, he must return a prorated number of the shares (1/56th of the full amount for each month remaining during the period between January 1, 2023 and September 1, 2027). The obligation to return the shares to the Company will not apply to any other removal of Mr. Sokol from the Board (including a removal without cause or a removal due to death or disability).

In 2022, the Company also granted an aggregate 230,062 restricted stock units (“RSUs”) to its executive officers. Some of the RSUs vested upon grant, and the remaining RSUs will vest on each of February 28, 2023 and February 28, 2024, subject, in each case, to the continued employment of the grantees.

On June 27, 2022, the Board granted an award of 1,500,000 Common Shares to Mr. Chen, in consideration of his personal performance and the performance of the Company. Under the terms of the grant agreement, if Mr. Chen voluntarily resigns or his employment is terminated by the Company for “cause” (as defined in the grant agreement) at any time between the date of grant and December 31, 2022, he will forfeit and must return all 1,500,000 Common Shares to the Company. Thereafter until December 31, 2027, if Mr. Chen voluntarily resigns or his employment is terminated by the Company for “cause” (as defined in the grant agreement), he must return a prorated number of shares (1/60th of the full amount for each month remaining during the period between January 1, 2023 and December 31, 2027).

SSML maintains a Cash and Equity Bonus Plan (“CEBP”) under which certain employees are eligible to receive awards comprised of 2/3 cash and 1/3 Common Shares under the Company’s incentive plans. The purpose of the CEBP is to align the interests of SSML’s management with the interests of the Company. In 2022, under the CEBP, SSML granted 6,412 RSUs to the Company’s executive officers in the aggregate with respect to the equity portion of the award.

In June 2020, the Company established the Atlas Corp. Equity Bonus Plan (“EBP”) under which employees of Atlas and its subsidiaries who do not participate in the CEBP may receive equity bonus awards. Like the CEBP, the purpose of the EBP is to align the interests of Atlas personnel with the interests of Atlas. In 2022, under the EBP, 10,716 RSUs were granted to the Company’s executive officers in the aggregate with respect to the equity portion of the award.

At the effective time of the Merger (the “Effective Time”), each RSU and each phantom share unit granted under the Company’s incentive plans, if vested and outstanding as of the Effective Time, will convert into the right to receive, on or within five calendar days after the closing of the Merger, a cash payment, without interest, in an amount equal to (x) the Merger Consideration plus (y) the value of any dividend- equivalent right payments accrued but not yet paid with respect to such RSU or phantom share unit as of the Effective Time.

If any RSU is not vested as of the Effective Time, then at the Effective Time, such RSU will convert into the right to receive (subject to any applicable withholding), at the time at which such RSU would have been settled in common shares by its terms (as in effect immediately prior to the Effective Time), a cash payment, without interest, in an amount equal to (x) the Merger Consideration, plus (y) the value of any dividend-equivalent right payments accrued but not yet paid with respect to such RSU as of the Effective Time.

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At the Effective Time, each outstanding Option will automatically be canceled and converted into (i), if vested, a cash amount (subject to any applicable withholding) equal to the amount by which the Merger Consideration exceeds the exercise price per common share of such Option, to be paid on or within five calendar days after the closing of the Merger, or (ii) if not vested, the right to receive (subject to any applicable withholding), at the time at which such Option would have become vested by its terms (as in effect immediately prior to the Effective Time), a cash amount equal to the amount by which the Merger Consideration exceeds the exercise price per common share of such Option.

At the Effective Time, each common share of the Company granted under the Company’s incentive plans that remains subject to one or more unsatisfied vesting or vesting-equivalent forfeiture or repurchase conditions, other than any Rollover Equity (as defined in the Merger Agreement), will automatically be canceled and converted into a right to receive (subject to any applicable withholding), at the time at which such share would have vested by its terms (as in effect immediately prior to the Effective Time), a cash payment, without interest, in an amount equal to (x) the Merger Consideration, plus (y) the value of any dividend- equivalent right payments accrued but not yet paid with respect to such share as of the Effective Time.

C.Board Practices

General

As of March 1, 2023, the board of directors consisted of eight members. Each member of our board is elected to hold office until the next succeeding annual meeting of shareholders and until such director’s successor is elected and has been qualified. The chairman of our board of directors is David Sokol.

Our board of directors has determined that each of the current members of our board of directors, other than Bing Chen, has no material relationship with us, either directly or as a partner, shareholder or officer of an organization that has a material relationship with us, and is therefore independent from management.

The independent directors on our board considered the independence of Mr. Chin in light of the fact that he serves as managing director Hamblin Watsa Investment Counsel Ltd., a wholly-owned subsidiary of Fairfax, our largest shareholder, as well as the independence of Mr. Simkins, in light of his relationship with Dennis Washington, who controls entities that together represent our second largest shareholder, and determined that each of Messrs. Chin and Simkins is an independent director in accordance with our independent director standards.

Committees

The board of directors currently has two committees, including an audit committee and a compensation and governance committee. The membership of the audit committee and compensation and governance committee during 2022 and the function of each of the committees are described below. Each of the committees operates under a written charter adopted by the board, which are available under “Corporate Governance” in the Investor Relations section of our website at www.atlascorporation.com.

During the year ended December 31, 2022, the board of directors held eight meetings, the audit committee held four meetings, and the compensation and governance committee held five meetings.

The audit committee of the board is composed entirely of directors who currently satisfy applicable New York Stock Exchange (“NYSE”) and SEC audit committee independence standards. During the year ended 2022, the audit committee members were Nicholas Pitts-Tucker (chair), John Hsu, Stephen Wallace and Katie Wade (who became a member of the audit committee in February 2022). All current members of the committee are financially literate, and our board of directors has determined that Mr. Pitts-Tucker qualifies as an audit committee financial expert. The audit committee assists our board of directors in fulfilling its responsibilities for general oversight of: (1) the integrity of our consolidated financial statements; (2) our compliance with legal and regulatory requirements; (3) the independent auditors’ qualifications and independence; (4) the performance of our internal audit function and independent auditors; and (5) potential conflicts and related party transactions.

The compensation and governance committee of the board consists of Lawrence Simkins (chair), David Sokol and Lawrence Chin. The compensation and governance committee is tasked with: (1) reviewing, evaluating and approving our agreements, plans, policies and programs to compensate our officers and directors; (2) reporting on executive compensation, which is included in our proxy statement; (3) otherwise discharging the board’s responsibilities relating to the compensation of our officers and directors; (4) assisting the board with corporate governance practices, evaluating director independence and conducting periodic performance evaluations of the members of the board; (5) overseeing our approach and disclosures relating to environmental, social and governance (“ESG”) matters; and (6) performing such other functions as the board may assign to the committee from time to time.

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The special committee of the board is composed entirely of directors who currently satisfy applicable New York Stock Exchange (“NYSE”) and SEC audit committee independence standards. During 2022, the special committee members were Nicholas Pitts-Tucker (chair), John Hsu, and Katie Wade.

Exemptions from NYSE Corporate Governance Rules

As a foreign private issuer, we are exempt from certain corporate governance rules that apply to U.S. domestic companies under NYSE listing standards. The significant ways in which our corporate governance practices differ from those followed by U.S. domestic companies are that (1) we are not required to obtain shareholder approval prior to the adoption of equity compensation plans or certain equity issuances, including, among others, issuing 20% or more of our outstanding common shares or voting power in a transaction, and (2) our board of directors, rather than a separate nominating committee of independent directors, evaluates and approves our director nominees.

Unlike domestic companies listed on the NYSE, foreign private issuers are not required to have a majority of independent directors and the standard for independence applicable to foreign private issuers may differ from the standard that is applicable to domestic issuers. Our board of directors has determined that all of our directors, other than Bing Chen, satisfy the NYSE’s independence standards for domestic companies.

D.Employees

As of December 31, 2022, we employed approximately 6,200 employees (2021 – 6,200, 2020 – 5,300) on a consolidated basis. Seaspan had approximately 5,600 seagoing staff (2021 – 5,600, 2020 – 4,800) serve on the vessels that we manage and approximately 300 staff (2021 – 300, 2020 – 300) serve on shore in technical, commercial and administrative roles in Canada, Hong Kong and India. APR Energy had approximately 100 employees serving at the various plant sites and approximately 100 staff serve in technical, commercial and administrative roles in various locations including the US and Singapore.

In accordance with Maritime Labour Convention and Hong Kong employment regulations, all Seaspan seagoing staff are covered under a Collective Bargaining Agreement with the Hong Kong Seafarers Co-ordination Committee which is a consolidation of three Hong Kong seagoing staff unions, Merchant Navy Officers Guild (MNOG), Hong Kong Seamans Union (HKSU) and Amalgamated Union of Seafarers (AUS). These unions are duly recognized members of the International Tradeworkers Federation (ITF).

E.Share Ownership

The following table sets forth certain information regarding the beneficial ownership of our common shares by:

•each of our current directors;

•each of our current executive officers; and

•all our current directors and current executive officers as a group.

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The information presented in the table is based on information filed with the SEC and on information provided to us on or before March 1, 2023.

Name of Beneficial Owner	Common Shares	Percentage of Common Shares(1)
David Sokol	7,000,000	2.4	%
Bing Chen(3)	4,091,316	1.4	%
Graham Talbot	*	*
Torsten Holst Pedersen	*	*
Krista Yeung	*	*
Andrew E. Derksen	*	*
Peter Curtis	*	*
Ben Church	*	*
Lawrence Chin(2)	*	*
John Hsu	*	*
Nicholas Pitts-Tucker(2)	*	*
Lawrence Simkins(2)	*	*
Katie Wade	*	*
Stephen Wallace	*	*
All directors, executive officers, senior management and key employees as a group (14 persons)(3)	12,014,176	4.2	%

_________________________

(1)Percentages are based on 287,771,650 common shares that were issued and outstanding on March 1, 2023.

(2)The number of common shares shown for Lawrence Chin, Nicholas Pitts-Tucker and Lawrence R. Simkins includes shares beneficially or directly owned by them as well as by certain members of their respective families. This information was provided to us by Messrs. Chin, Pitts-Tucker and Simkins on or before February 24, 2022.

(3)Includes an aggregate 1,100,000 common shares issuable upon the exercise of vested stock options granted to Bing Chen in January 2018 and June 2020. Please see note 21 to our consolidated financial statements included in this Annual Report for a description of these awards.

*Less than 1%.

F.Disclosure of a registrant’s action to recover erroneously awarded compensation

Not applicable.

Item 7.    Major Shareholders and Related Party Transactions

A.Major Shareholders

The following table sets forth certain information regarding the beneficial ownership of our common shares by each person known by us to be a beneficial owner of more than 5% of the common shares. The information provided in the table is based on information filed with the SEC and on information provided to us on or about March 1, 2023.

Name of Beneficial Owner	Common Shares	Percentage of Common Shares(1)
Fairfax Financial Holdings Limited(2)	130,849,212	45.5	%
Dennis R. Washington(3)	63,583,730	22.1	%
Copper Lion, Inc.(4)	14,007,238	4.9	%

_________________________

(1)Percentages are based on the 287,771,650 common shares that were issued and outstanding on March 1, 2023.

(2)The number of common shares shown for Fairfax Financial Holdings Limited consists of 130,849,212 common shares. This information is based on SEC filings and information provided by Fairfax and certain of its affiliates on or before February 17, 2023. The information lists other affiliated individuals and entities that beneficially own all or a portion of the 130,849,212 common shares beneficially owned by Fairfax. As well, the information reports an additional 678,021 common shares are beneficially owned by V. Prem Watsa (the chairman and chief executive officer of Fairfax) and The Second 810 Holdco Ltd., and 231,922 common shares are beneficially owned by The Sixty Three Foundation, a registered Canadian charitable foundation to which Fairfax contributes to fund charitable donation.

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(3)The number of common shares shown for Dennis R. Washington includes shares beneficially owned by Deep Water Holdings, LLC, Washington Investments, LLC and The Roy Dennis Washington Revocable Living Trust u/a/d November 16, 1987. This information is based on prior SEC filings and information provided to us by Mr. Washington on or about February 17, 2023.

(4)The number of common shares shown for Copper Lion, Inc. includes those shares beneficially owned by The Kevin Lee Washington 2014 Trust, The Kyle Roy Washington 2005 Irrevocable Trust u/a/d July 15, 2005 and The Kyle Roy Washington 2014 Trust, for which trusts Copper Lion, Inc. serves as trustee. This information is based on prior SEC filings and information provided to us by Copper Lion, Inc. on or before February 17, 2023. Kevin L. Washington and Kyle R. Washington are sons of Dennis R. Washington, who controls our second largest shareholder.

In connection with the acquisition of APR Energy, Fairfax received an aggregate 23,418,798 common shares of Atlas in consideration of its equity interests in Apple Bidco Limited and in settlement of indebtedness owing to Fairfax by Apple Bidco Limited at the Closing Date. Such issuance increased Fairfax’s holdings from 42.4% to 46.2% (including 25,000,000 shares issuable upon the exercise of warrants then held by Fairfax's affiliates) as at the date of the acquisition. In addition, on the closing date of the acquisition, Atlas reserved for issuance 2,137,541 Holdback Shares to Fairfax in connection with post-closing purchase price adjustments and indemnification obligations of the sellers, including Fairfax.

In August 2020, in connection with purchase price adjustments pursuant to the acquisition agreement and Amendment No. 2 thereto, Fairfax forfeited its right to receive 391,246 Holdback Shares and returned 1,253,883 previously issued common shares to Atlas. Of the 1,253,883 common shares returned, 760,807 shares were permanently forfeited; 493,076 shares were (and remain) held in reserve as treasury shares and may be issuable to Fairfax at a future date, subject to settlement of potential indemnified events.

During the years ended December 31, 2020 and 2021, none of the Holdback Shares were released from holdback and issued to Fairfax; however, Fairfax purchased 668,775 common shares that were released from the holdback of the minority Sellers, pursuant to the terms of Amendment No. 1 to the acquisition agreement. In January 2022, Fairfax purchased an additional 48,985 of such common shares.

On April 30, 2021 and June 11, 2021, concurrently with the execution of Amendment No. 3 to the APR acquisition agreement and the Fairfax Notes Exchange, respectively, the Corporation and certain affiliates of Fairfax entered into warrant agreements pursuant to which the Corporation issued warrants to purchase 5,000,000 common shares at an exercise price of $13.00 and 1,000,000 common shares at an exercise price of $13.71, respectively. All 6,000,000 warrants were exercised in January 2023. For more information, see “Item 5. Operating and Financial Review and Prospects—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments in 2022 and 2023 — Fairfax Warrant Exercise.”

Fairfax has disclosed that, on August 23, 2021, Fairfax completed its previously announced transaction with CVC Strategic Opportunities Fund II (“CVC”) to sell all of its interests in RiverStone Europe to CVC. Certain subsidiaries of RiverStone Europe are record owners of 9,018,474 common shares (the “RiverStone Shares”) as well as warrants exercisable for 40,000 common shares. Fairfax discloses that Fairfax and its affiliates remain the continuous beneficial owners of the RiverStone Shares, and retain pecuniary interest in the RiverStone Shares. Fairfax retains full operational control and direction over the RiverStone Shares, including having sole control over all voting and related matters involving the RiverStone Shares, other than where the exercise of such right could reasonably be expected, in the opinion of the current holders of the RiverStone Shares, to result in liability, regulatory breach or material reputational damage.

Our major holders of common shares do not have different voting rights than other holders of our common shareholders.

As of March 1, 2023, a total of 61,133,320 of our common shares were held by 34 holders of record in the United States.

Except with respect to the transactions contemplated by the Merger Agreement, including the Merger, we are not aware of any arrangements, the operation of which may at a subsequent date result in a change of control.

B.Related Party Transactions

From time to time, we have entered into agreements and have consummated transactions with certain related parties. These related party agreements and transactions have included the sale and purchase of our common and preferred shares, Seaspan’s private placements with affiliates of Fairfax Financial Holdings Limited (the transactions by which they became a related party) (see “Issuance of Securities to Fairfax” below), our acquisition of APR Energy, the Merger and other matters. We may enter into related party transactions from time to time in the future. Our board has an audit committee, comprised entirely of independent directors, which must review, and if applicable, approve all proposed material related party transactions.

Lawrence Chin, one of our directors, serves as a managing director of Hamblin Watsa Investment Counsel Ltd., a wholly-owned subsidiary of Fairfax. Fairfax is currently our largest shareholder. Mr. Chin is one of the appointees to our board by the holders of the Series J Preferred Shares.

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Stephen Wallace, one of our directors, is the other appointee to our board by the holders of the Series J Preferred Shares. Mr. Wallace has no employment relationship with Fairfax. Mr. Wallace served as a director of APR Energy prior to the APR Energy acquisition.

Issuances of Securities to Fairfax

Since 2018, we have completed a number of private placements and other transactions with Fairfax involving the issuance of an aggregate $600.0 million aggregate principal amount of Fairfax Notes, all of which Fairfax Notes have since been exchanged and then cancelled in connection with the Fairfax Notes Exchange or redeemed, and an aggregate 107,923,078 warrants exercisable for an equivalent number of common shares, all of which were exercised by January 2023. Our chairman, David Sokol, serves on a charitable board with Prem Watsa, the chairman and chief executive officer of Fairfax Financial Holdings Limited. Fairfax became a related party as a result of private placements completed in 2018 and 2019.

Registration Rights Agreements

In connection with Seaspan’s initial public offering, 2009 issuance of Series A preferred shares, acquisition of Greater China Intermodal Investments LLC, acquisition of SMSL in 2012, the August 2017 private placement of common stock to David Sokol, the Fairfax private placements and the Fairfax Notes Exchange, we (including Seaspan as predecessor) entered into one or more registration rights agreements pursuant to which it agreed to file, subject to the terms and conditions of the applicable registration rights agreements, registration statements under the Securities Act of 1933, as amended, or the Securities Act, and applicable state securities laws, covering common shares issued and/or issuable pursuant to the relevant transaction. Atlas assumed the obligations of Seaspan under these registration rights agreements upon the completion of the Reorganization. Shareholders of Atlas entitled to such registration rights include, among others, entities affiliated with Dennis R. Washington, his son Kyle R. Washington, a former member our board, David Sokol, chairman of our board, and Fairfax. The registration rights agreements give the counterparties piggyback registration rights allowing them to participate in certain offerings by us to the extent that their participation does not interfere or impede with our offering. In each case, we are obligated to pay substantially all expenses incidental to the registration, excluding underwriting discounts and commissions.

Sale of Vessels to ZE JV

In 2022, we completed the sale of four 4,250 TEU vessels to wholly-owned subsidiaries of the ZE JV, of which we are a 50% owner. We continue to manage the ship operations of the vessels.

Poseidon Acquisition of Atlas

For additional information, please read “Item 4. Information on the Company—B. Business Overview—Poseidon Acquisition of Atlas”.

Item 8.    Financial Information

A.Financial Statements and Other Financial Information

Please see Item 18 below.

Legal Proceedings

We have not been involved in any legal proceedings that may have, or have had a significant effect on our business, financial position, results of operations or liquidity, and we are not aware of any proceedings that are pending or threatened that may have a material effect on our business, financial position, results of operations or liquidity. From time to time, we may be subject to legal proceedings and claims in the ordinary course of business, including commercial disputes and personal injury and property casualty claims. With respect to personal injury and property casualty claims, we expect that these claims would be covered by insurance, subject to customary deductibles. Any legal proceedings, even if lacking merit, could result in the expenditure of significant financial and managerial resources.

Dividend Policy

Our quarterly dividend is $0.125 per common share. We intend to use a significant portion of our internally generated cash flow to fund our capital requirements and reduce our debt levels, and the dividend policy adopted by our board contemplates the distribution of a portion of our cash available to pay dividends on our common shares. We offer a dividend reinvestment plan for common shareholders which provides shareholders with the opportunity to purchase additional common shares at a discount from the market price, as described in the prospectus for this plan.

Our board could modify or revoke our dividend policy at any time. Even if our dividend policy is not modified or revoked, the actual amount of dividends distributed under the policy, and the decision to make any distribution, will remain

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at all times entirely at the discretion of our board. Accordingly, there can be no assurance that Atlas Corp. will continue to pay regular quarterly dividends on our common shares at the current amount, or at all.

There are a number of factors that could affect the dividends on our common shares in the future. Many of these factors could also affect our ability to pay dividends on our preferred shares. As a result of these factors, you may not receive dividends based on current amounts or at all. These factors include, among others, the following:

•as a holding company, Atlas Corp. depends on Seaspan’s and APR Energy’s ability to pay dividends to Atlas Corp.;

•Seaspan and APR Energy may not have enough cash to pay dividends due to changes in their operating cash flow, capital expenditure requirements, credit and other financing arrangements repayment obligations, working capital requirements and other cash needs;

•Seaspan’s ability to pay dividends to Atlas Corp. is dependent upon the charter rates on new vessels and those obtained upon the expiration of our existing charters;

•the amount of dividends that Seaspan and APR Energy may distribute to Atlas Corp. is limited by restrictions under Seaspan’s and APR Energy’s existing credit and lease facilities, the Notes, and Seaspan’s and APR Energy’s future indebtedness which could contain covenants that are even more restrictive; Seaspan's 2023 RCF and 5.5% 2029 Notes contain incurrence-based covenants which may subject us to additional specified limitations, including limitations on dividend payments;

•Seaspan’s and APR Energy’s credit and lease facilities and the Notes require us to comply with various financial covenants, and Seaspan’s and APR Energy’s credit and lease facilities and the Notes prohibit the payment of dividends if an event of default has occurred and is continuing thereunder or if the payment of the dividend would result in an event of default;

•Atlas Corp.’s ability to pay a cash dividend on Atlas Corp. common shares may be limited under debt instruments issued by Atlas Corp. in the future;

•the amount of dividends that we may distribute is subject to restrictions under Marshall Islands Law; and

•our common shareholders have no contractual or other legal right to dividends, and we are not otherwise required to pay dividends.

All dividends are subject to declaration by our board. Our board may review and amend our dividend policy from time to time in light of our plans for future growth and other factors. We cannot provide assurance that we will pay, or be able to pay, regular quarterly dividends in the amounts and manner stated above.

Please read “Item 3. Key Information—D. Risk Factors” for a more detailed description of various factors that could reduce or eliminate our ability to pay dividends.

B.Significant Changes

None.

Item 9.    The Offer and Listing

Not applicable.

Item 10.    Additional Information

A.Share Capital

Not applicable.

B.Memorandum and Articles of Association

Our (i) amended and restated articles of incorporation as well as our Series D Statement of Designation, Series H Statement of Designation and Series I Statement of Designation were previously filed as Exhibits 3.1, 3.3, 3.6 and 3.7, respectively, to our Form 6-K furnished to the SEC on February 27, 2020, (ii) amended and restated bylaws were previously filed as Exhibit 1.2 to our Form 20-F filed with the SEC on March 19, 2021, and (iii) Series J Statement of Designation was previously filed as Exhibit 1.1 to our Form 6-K furnished to the SEC on June 14, 2021, and are all hereby incorporated by reference into this Annual Report. In addition, a summary of the material terms of our common shares and preferred shares is filed herewith. Under the BCA, the Statements of Designation are deemed amendments to our articles of incorporation. Our amended and restated articles of incorporation, Statements of Designation and amended and restated bylaws have also been filed with the Registrar of Corporations of the Republic of the Marshall Islands.

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The necessary actions required to change the rights of shareholders, and the conditions governing the manner in which annual general meetings and special meetings of shareholders, are convened are described in our bylaws.

C.Material Contracts

The following is a summary of each material contract, other than contracts entered into in the ordinary course of business, to which we are a party, for the two years immediately preceding the date of this Annual Report:

(a) Form of Indemnification Agreement between Atlas Corp. and each of its directors and officers, previously filed as Exhibit 4.1 to Atlas Corp.’s Form 20-F, filed with the SEC on April 13, 2020.

(b) Registration Rights Agreement by and among Seaspan Corporation and the investors named therein dated August 8, 2005, previously filed as Exhibit 10.1 to Seaspan Corporation’s Amendment No. 2 to Form F-1, filed with the SEC on August 4, 2005.

(c) Registration Rights Agreement by and among Seaspan Corporation and the investors named therein dated January 30, 2009, previously filed as Exhibit 10.3 to Seaspan Corporation’s Form 6-K, furnished to the SEC on February 2, 2009.

(d) Amended and Restated Management Agreement among Seaspan Corporation, Seaspan Management Services Limited, Seaspan Advisory Services Limited, Seaspan Ship Management Ltd. and Seaspan Crew Management Ltd. dated as of May 4, 2007, previously filed as Exhibit 99.1 to Seaspan Corporation’s Form 6-K/A, furnished to the SEC on October 10, 2007.

(e) Amendment to Amended and Restated Management Agreement among Seaspan Corporation, Seaspan Management Services Limited, Seaspan Advisory Services Limited, Seaspan Ship Management Ltd. and Seaspan Crew Management Ltd. dated as of August 5, 2008, previously filed as Exhibit 4.9 to Seaspan Corporation’s Form 20-F, filed with the SEC on March 30, 2011.

(f) Registration Rights Agreement by and among Seaspan Corporation and the investors named therein, dated January 27, 2012, previously filed as Exhibit 4.5 to Seaspan Corporation’s Form 6-K, furnished to the SEC on January 30, 2012.

(g) Registration Rights Agreement, dated August 17, 2017, by and between Seaspan Corporation and David Sokol, previously filed as Exhibit 10.1 to Seaspan Corporation’s Form 6-K, furnished to the SEC on August 23, 2017.

(h) Indenture, dated October 10, 2017, between Seaspan Corporation and The Bank of New York Mellon, as trustee, previously filed as Exhibit 4.1 to Seaspan Corporation’s Form 6-K, furnished to the SEC on October 12, 2017.

(i) First Supplemental Indenture, dated October 10, 2017, between Seaspan Corporation and The Bank of New York Mellon, previously filed as Exhibit 4.2 to Seaspan Corporation’s Form 6-K, furnished to the SEC on October 12, 2017.

(j) Second Supplemental Indenture, dated February 14, 2018, among Seaspan Corporation, the Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, previously filed as Exhibit 4.2 to Seaspan Corporation’s Form 6-K, furnished to the SEC on February 15, 2018.

(k) Registration Rights Agreement, dated February 14, 2018 among Seaspan Corporation, the Guarantors specified therein and the investors specified therein, previously filed as Exhibit 4.4 to Seaspan Corporation’s Form 6-K, furnished to the SEC on February 15, 2018.

(l) Registration Rights Agreement Joinder, dated as of February 14, 2018, by and among Seaspan Corporation, the subsidiary guarantors and the investors specified therein, dated as of March 26, 2018, by Seaspan Investment I Ltd, previously filed as Exhibit 4.9 to Seaspan Corporation’s Form 6-K, furnished to the SEC on March 30, 2018.

(m) Third Supplemental Indenture, dated February 22, 2018, by and among Seaspan Corporation, the Subsidiary Guarantors specified therein and The Bank of New York Mellon, as trustee, previously filed as Exhibit 4.1 to Seaspan Corporation’s Form 6-K, furnished to the SEC on February 22, 2018.

(n) Pledge Agreement, dated February 22, 2018, between Seaspan Corporation and The Bank of New York Mellon, as trustee, previously filed as Exhibit 4.2 to Seaspan Corporation’s Form 6-K, furnished to the SEC on February 22, 2018.

(o) Agreement and plan of merger, dated as of March 13, 2018, by and among Seaspan Corporation, Seaspan Investments III LLC, Greater China Intermodal Investments LLC and Greater China Industrial Investments LLC, previously filed as Exhibit 4.1 to Seaspan Corporation’s Form 6-K, furnished to the SEC on March 14, 2018.

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(p) Registration Rights Agreement, dated as of March 13, 2018, by and among Seaspan Corporation, Greater China Industrial Investments LLC, Tiger Management Limited and Blue Water Commerce, LLC, previously filed as Exhibit 4.2 to Seaspan Corporation’s Form 6-K, furnished to the SEC on March 14, 2018.

(q) Registration Rights Agreement, dated as of March 13, 2018, by and among Seaspan Corporation and Deep Water Holdings, LLC, previously filed as Exhibit 4.7 to Seaspan Corporation’s Form 6-K, furnished to the SEC on March 14, 2018.

(r) Fourth Supplemental Indenture, dated as of March 22, 2018, by and among Seaspan Corporation, the subsidiary guarantors specified therein and The Bank of New York Mellon, as trustee, previously filed as Exhibit 4.5 to Seaspan Corporation’s Form 6-K, furnished to the SEC on March 30, 2018.

(s) Fifth Supplemental Indenture, dated as of March 26, 2018, by and among Seaspan Corporation, the subsidiary guarantors specified therein and The Bank of New York Mellon, as trustee, previously filed as Exhibit 4.6 to Seaspan Corporation’s Form 6-K, furnished to the SEC on March 30, 2018.

(t) Sixth Supplemental Indenture, dated as of March 26, 2018, by and among Seaspan Corporation, the subsidiary guarantors specified therein (including Seaspan Investment I Ltd.) and The Bank of New York Mellon, as trustee, previously filed as Exhibit 4.7 to Seaspan Corporation’s Form 6-K, furnished to the SEC on March 30, 2018.

(u) Seventh Supplemental Indenture, dated as of June 8, 2018, by and among Seaspan Corporation, the subsidiary guarantors specified therein (including Seaspan Investment I Ltd.) and The Bank of New York Mellon, as trustee, previously filed as Exhibit 4.8 to Seaspan’s Form 6-K, furnished to the SEC on June 11, 2018.

(v) Amended and Restated Seaspan Investment Pledge and Collateral Agent Agreement, dated as of June 8, 2018, by and among Seaspan Corporation, Seaspan Investment I Ltd. and The Bank of New York Mellon, as trustee and collateral agent, previously filed as Exhibit 4.9 to Seaspan Corporation’s Form 6-K, furnished to the SEC on June 11, 2018.

(w) Eighth Supplemental Indenture, dated as of July 16, 2018, by and among Seaspan Corporation, the subsidiary guarantors specified therein and The Bank of New York Mellon, as trustee, previously filed as Exhibit 4.8 to Seaspan Corporation’s Form 6-K, furnished to the SEC on July 16, 2018.

(x) Warrant Agreement, dated July 16, 2018, by and among Seaspan Corporation and the Investors specified therein, previously filed as Exhibit 4.9 to Seaspan Corporation’s Form 6-K, furnished to the SEC on July 16, 2018.

(y) Registration Rights Agreement, dated July 16, 2018, by and between Seaspan Corporation and the Investors specified therein, previously filed as Exhibit 4.10 to Seaspan Corporation’s Form 6-K, furnished to the SEC on July 16, 2018.

(z) First Amendment to the Amended and Restated Seaspan Investment Pledge and Collateral Agent Agreement, dated as of August 8, 2018, by and between Seaspan Investment I Ltd. and The Bank of New York Mellon, as collateral agent, previously filed as Exhibit 4.2 to Seaspan Corporation’s Form 6-K, furnished to the SEC on August 13, 2018.

(aa) Second Amendment to the Amended and Restated Seaspan Investment Pledge and Collateral Agent Agreement, dated as of August 31, 2018, by and between Seaspan Investment I Ltd. and The Bank of New York Mellon, as collateral agent, previously filed as Exhibit 4.3 to Seaspan Corporation’s Form 6-K, furnished to the SEC on September 4, 2018.

(bb) Registration Rights Agreement, dated January 14, 2019, by and between Seaspan Corporation and the Investors specified therein, previously filed as Exhibit 1.1 to Seaspan Corporation’s Form 6-K, furnished to the SEC on January 14, 2019.

(cc) Ninth Supplemental Indenture, dated as of January 15, 2019, by and among Seaspan Corporation, the subsidiary guarantors specified therein and The Bank of New York Mellon, as trustee, previously filed as Exhibit 4.9 to Seaspan Corporation’s Form 6-K, furnished to the SEC on January 17, 2019.

(dd) Tenth Supplemental Indenture, dated as of January 15, 2019, by and among Seaspan Corporation, the subsidiary guarantors specified therein and The Bank of New York Mellon, as trustee, previously filed as Exhibit 4.10 to Seaspan Corporation’s Form 6-K, furnished to the SEC on January 17, 2019.

(ee) Registration Rights Agreement, dated January 15, 2019, by and among Seaspan Corporation, the guarantors specified therein and the investors specified therein, previously filed as Exhibit 4.12 to Seaspan Corporation’s Form 6-K, furnished to the SEC on January 17, 2019.

(ff) Eleventh Supplemental Indenture, dated as of August 22, 2019, by and among Seaspan Corporation, the subsidiary guarantors specified therein and The Bank of New York Mellon, as trustee, previously filed as Exhibit 4.11 to Seaspan Corporation’s Form 6-K, furnished to the SEC on August 23, 2019).

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(gg) Twelfth Supplemental Indenture, dated as of August 22, 2019, by and among Seaspan Corporation, the subsidiary guarantors specified therein and The Bank of New York Mellon, as trustee, previously filed as Exhibit 4.12 to Seaspan Corporation’s Form 6-K, furnished to the SEC on August 23, 2019.

(hh) Acquisition Agreement, dated November 20, 2019, by and among the sellers party thereto, Apple Bidco Limited, Seaspan Corporation, Atlas Corp. and Fairfax Financial Holdings Limited, as the seller representative, previously filed as Exhibit 4.2 to Seaspan’s Form 6-K, furnished to the SEC on November 22, 2019.

(ii) Amendment No. 1 to the Agreement and Plan of Merger, dated December 31, 2019, by and among Seaspan Corporation, Atlas Corp. and Seaspan Holdco V Ltd., previously filed as Exhibit 2.2 to Atlas Corp.’s Amendment No. 1 to Registration Statement on Form 4-F, filed with the SEC on December 31, 2019.

(jj) Thirteenth Supplemental Indenture, dated January 13, 2020, by and among Seaspan Corporation, Atlas Corp., the subsidiary guarantors specified therein and The Bank of New York Mellon, as trustee, previously filed as Exhibit 4.13 to Seaspan’s Form 6-K, furnished to the SEC on January 14, 2020.

(kk) Assignment and Assumption Agreement, dated as of February 5, 2020, by and among Seaspan Corporation, Atlas Corp., the guarantors specified therein and the investors specified therein, previously filed as Exhibit 4.1 to Seaspan Corporation’s Form 6-K, furnished to the SEC on February 10, 2020.

(ll) Amendment and Waiver to Acquisition Agreement, dated February 21, 2020, by and among Apple Bidco Limited, Atlas Corp., Fairfax Financial Holdings Limited, in its capacity as the “Seller Representative”, and the other Parties listed on the signature pages attached hereto, previously filed as Exhibit 4.1 to Seaspan’s Form 6-K, furnished to the SEC on February 26, 2020.

(mm) Fourteenth Supplemental Indenture, dated February 28, 2020, by and among Seaspan Corporation, the subsidiary guarantors specified therein and The Bank of New York Mellon, as trustee, previously filed as Exhibit 4.14 to Atlas’ Form 6-K, furnished to the SEC on March 10, 2020.

(nn) Credit Agreement, dated February 28, 2020, by and among, inter alia, APR Energy, LLC, as borrower, Citibank, N.A., as administrative agent, and the lenders from time to time party thereto, previously filed as Exhibit 4.44 to Atlas Corp.’s Form 20-F, filed with the SEC on April 13, 2020.

(oo) Intercreditor and Proceeds Agreement, dated February 28, 2020, by and among APR Energy, LLC, as borrower, certain affiliates of the borrower from time to time party thereto, the other secured parties from time to time party thereto, UMB Bank, National Association and Citibank, N.A., previously filed as Exhibit 4.45 to Atlas Corp.’s Form 20-F, filed with the SEC on April 13, 2020.

(pp) APR Guaranty, dated February 28, 2020, by and between Atlas Corp. and UMB Bank, National Association, in its capacity as security trustee, previously filed as Exhibit 4.46 to Atlas Corp.’s Form 20-F, filed with the SEC on April 13, 2020.

(qq) Registration Rights Agreement, dated February 28, 2020, by and among Atlas Corp. and the investors specified therein, previously filed as Exhibit 4.47 to Atlas Corp.’s Form 20-F, filed with the SEC on April 13, 2020.

(rr) Credit Agreement, dated March 6, 2020, by and among, inter alia, APR Energy, LLC, as borrower, Citibank, N.A., as administrative agent, and the lenders from time to time party thereto, previously filed as Exhibit 4.48 to Atlas Corp.’s Form 20-F, filed with the SEC on April 13, 2020.

(ss) APR Guaranty, dated March 6, 2020, by and between Atlas Corp. and UMB Bank, National Association, in its capacity as security trustee, previously filed as Exhibit 4.49 to Atlas Corp.’s Form 20-F, filed with the SEC on April 13, 2020.

(tt) Amendment Side Letter to Credit Agreement, dated as of March 19, 2020, by and among APR Energy, LLC, as Borrower, Atlas Corp., as Parent Guarantor, and Citibank, N.A., as Administrative Agent, previously filed as Exhibit 4.50 to Atlas Corp.’s Form 20-F, filed with the SEC on April 13, 2020.

(uu) Agreement and Amendment No. 2 to Acquisition Agreement, dated June 30, 2020, by and among Apple Bidco Limited, Atlas Corp., each shareholder listed on the signature pages thereto, and Fairfax Financial Holdings Limited, in its capacity as the Seller Representative, previously filed as Exhibit 10.1 to Atlas’s Form 6-K, furnished to the SEC on August 13, 2020.

(vv) Third Amendment to the Amended and Restated Seaspan Investment Pledge and Collateral Agent Agreement, dated as of July 15, 2020, by and between Seaspan Investment I Ltd. and The Bank of New York Mellon, as collateral agent, previously filed as Exhibit 10.1 to Atlas Corp.’s Form 6-K, furnished to the SEC on November 10, 2020.

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(ww) Indenture, dated as of December 21, 2020, by and among Atlas Corp., Seaspan Corporation and The Bank of New York Mellon, as Trustee (including form of 3.75% Exchangeable Senior Notes due 2025), previously filed as Exhibit 4.1 to Atlas Corp.’s Form 6-K, furnished to the SEC on December 23, 2020.

(xx) Registration Rights Agreement, dated December 21, 2020, by and among Atlas Corp., Seaspan Corporation and BofA Securities, Inc. and BMO Capital Markets Corp., as representatives of the Initial Purchasers, previously filed as Exhibit 4.2 to Atlas Corp.’s Form 6-K, furnished to the SEC on December 23, 2020.

(yy) Indenture, dated March 19, 2021, between Atlas Corp. and The Bank of New York Mellon, as trustee, previously filed as Exhibit 4.1 to Atlas Corp.’s Form F-4, filed with the SEC on March 19, 2021.

(zz) Agreement and Amendment No. 3 to Acquisition Agreement, dated as of April 30, 2021, among Atlas Corp., Apple Bidco Limited and Fairfax Financial Holdings Limited, in its individual capacity and in its capacity as Seller Representative, previously filed as Exhibit 4.1 to Atlas Corp.’s Form 6-K, furnished to the SEC on May 3, 2021.

(aaa) Warrant Agreement, dated as of April 30, 2021, among Atlas Corp. and the investors named therein, previously filed as Exhibit 4.2 to Atlas Corp.’s Form 6-K, furnished to the SEC on May 3, 2021.

(bbb) Registration Rights Agreement, dated as of April 30, 2021, among Atlas Corp. and the investors named therein, previously filed as Exhibit 4.3 to Atlas Corp.’s Form 6-K, furnished to the SEC on May 3, 2021.

(ccc) First Supplemental Indenture, dated May 17, 2021, between Atlas Corp. and The Bank of New York Mellon, as trustee, previously filed as Exhibit 4.35 to Atlas Corp.’s Form 20-F, furnished to the SEC on March 24, 2022.

(ddd) First Amended and Restated Credit Agreement, dated as of May 19, 2021, amending and restating that certain Credit Agreement dated as of May 15, 2019, among (inter alios) Seaspan Holdco III Ltd., as borrower, Seaspan Corporation, as guarantor, the several lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Société Générale, Hong Kong Branch, as lead sustainability coordinator, previously filed as Exhibit 4.1 to Atlas Corp.’s Form 6-K, furnished to the SEC on May 27, 2021.

(eee) First Amended and Restated Credit Agreement, dated as of May 19, 2021, amending and restating that certain Credit Agreement dated as of December 30, 2019, among (inter alios) Seaspan Holdco III Ltd., as borrower, Seaspan Corporation, as guarantor, the several lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Société Générale, Hong Kong Branch, as lead sustainability coordinator, previously filed as Exhibit 4.2 to Atlas Corp.’s Form 6-K, furnished to the SEC on May 27, 2021.

(fff) First Amended and Restated Credit Agreement, dated as of May 19, 2021, amending and restating that certain Credit Agreement dated as of October 14, 2020, among (inter alios) Seaspan Holdco III Ltd., as borrower, Seaspan Corporation, as guarantor, the several lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Société Générale, Hong Kong Branch, as lead sustainability coordinator, previously filed as Exhibit 4.3 to Atlas Corp.’s Form 6-K, furnished to the SEC on May 27, 2021.

(ggg) First Amended and Restated Intercreditor and Proceeds Agreement, dated as of May 19, 2021, amending and restating that certain Intercreditor and Proceeds Agreement dated as of May 15, 2019, among Seaspan Holdco III Ltd., Seaspan Corporation, certain subsidiaries of Seaspan Holdco III Ltd. from time to time party thereto, as subsidiary guarantors, the other secured parties from time to time party thereto, UMB Bank, National Association, as security trustee, and Citibank, N.A., as administrative agent, previously filed as Exhibit 4.4 to Atlas Corp.’s Form 6-K, furnished to the SEC on May 27, 2021.

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(hhh) Note Purchase Agreement, dated as of May 21, 2021, among Seaspan Holdco III Ltd., Seaspan Corporation, a group of institutional investors, Citibank N.A. as Note Administrative Agent, Registrar and Paying Agent, and Société Générale, Hong Kong Branch, as lead sustainability coordinator, previously filed as Exhibit 4.5 to Atlas Corp.’s Form 6-K, furnished to the SEC on May 27, 2021.

(iii) Subscription and Exchange Agreement, among Atlas Corp., Seaspan Corporation and the other signatory parties thereto, dated June 11, 2021, previously filed as Exhibit 4.1 to Atlas Corp.’s Form 6-K, furnished to the SEC on June 14, 2021.

(jjj) Warrant Agreement, among Atlas Corp. and the other signatory parties thereto, dated June 11, 2021, previously filed as Exhibit 4.2 to Atlas Corp.’s Form 6-K, furnished to the SEC on June 14, 2021.

(kkk) Registration Rights Agreement, among Atlas Corp. and the other signatory parties thereto, dated June 11, 2021, previously filed as Exhibit 4.3 to Atlas Corp.’s Form 6-K, furnished to the SEC on June 14, 2021.

(lll) Fifteenth Supplemental Indenture between Seaspan Corporation and The Bank of New York Mellon, as trustee, dated June 11, 2021, previously filed as Exhibit 4.4 to Atlas Corp.’s Form 6-K, furnished to the SEC on June 14, 2021.

(mmm) Indenture, dated as of July 14, 2021, by and between Seaspan Corporation and The Bank of New York Mellon, as trustee (including form of 5.50% Blue Transition Senior Notes due 2029), previously filed as Exhibit 4.1 to Atlas Corp.’s Form 6-K, furnished to the SEC on July 14, 2021.

(nnn) Note Purchase Agreement, dated as of May 17, 2022, among Seaspan Holdco III Ltd., Seaspan Corporation, a group of institutional investors, Citibank N.A. as Note Administrative Agent, Registrar and Paying Agent, and Société Générale, Hong Kong Branch, as lead sustainability coordinator, previously filed as Exhibit 10.1 to Atlas Corp.’s Form 6-K, furnished to the SEC on August 12, 2022.

(ooo) First Amended and Restated Credit Agreement, dated as of June 29, 2022, by and 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 Development Canada, Bank of Montreal, Chicago Branch and Toronto-Dominion Bank, as Mandated Lead Arrangers, and the several lenders from time to time party thereto, previously filed as Exhibit 10.2 to Atlas Corp.’s Form 6-K, furnished to the SEC on August 12, 2022.

(ppp) First Amended and Restated Intercreditor and Proceeds Agreement, dated as of June 29, 2022, by and among APR Energy, LLC, as US Borrower, APR Energy Holdings Limited, as UK Borrower, certain affiliates of APR Energy, LLC from time to time party thereto, the other secured parties from time to time party thereto, UMB Bank, National Association, as Security Trustee, and Citibank, N.A., as Administrative Agent, previously filed as Exhibit 10.3 to Atlas Corp.’s Form 6-K, furnished to the SEC on August 12, 2022.

(qqq) First Amended and Restated APR Guaranty, dated June 29, 2022, by and between Atlas Corp. and UMB Bank, National Association, in its capacity as security trustee, previously filed as Exhibit 10.4 to Atlas Corp.’s Form 6-K, furnished to the SEC on August 12, 2022.

(rrr) Agreement and Plan of Merger, dated as of October 31, 2022, by and among Atlas Corp., Poseidon Acquisition Corp and Poseidon Merger Sub, Inc., previously filed as Exhibit (d)(1) to Atlas Corp.'s Schedule 13E-3/A furnished to the SEC on January 9, 2023.

(sss) Second Amended and Restated Credit Agreement, dated as of March 3, 2023, amending and restating that certain First Amended and Restated Credit Agreement dated as of May 19, 2021, among (inter alios) Seaspan Holdco III Ltd., as borrower, Seaspan Corporation, as guarantor, the several lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Société Générale, Hong Kong Branch, as lead sustainability coordinator, filed herewith.

(ttt) Second Amended and Restated Credit Agreement, dated as of March 3, 2023, amending and restating that certain First Amended and Restated Credit Agreement dated as of May 19, 2021, among (inter alios) Seaspan Holdco III Ltd., as borrower, Seaspan Corporation, as guarantor, the several lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Société Générale, Hong Kong Branch, as lead sustainability coordinator, filed herewith.

(uuu) Second Amended and Restated Intercreditor and Proceeds Agreement, dated as of March 3, 2023, amending and restating that certain First Amended and Restated Intercreditor and Proceeds Agreement dated as of May 19, 2021, among Seaspan Holdco III Ltd., Seaspan Corporation, certain subsidiaries of Seaspan Holdco III Ltd. from time to time party thereto, as subsidiary guarantors, the other secured parties from time to time party thereto, UMB Bank, National Association, as security trustee, and Citibank, N.A., as administrative agent, filed herewith.

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D.Exchange Controls

We are not aware of any governmental laws, decrees or regulations in the Republic of the Marshall Islands that restrict the export or import of capital, including foreign exchange controls, or that affect the remittance of dividends, interest or other payments to non-resident holders of our securities.

We are not aware of any limitations on the right of non-resident or foreign owners to hold or vote our securities imposed by the laws of the Republic of the Marshall Islands or our articles of incorporation and bylaws.

E.Taxation

Material U.S. Federal Income Tax Considerations

The following is a discussion of certain material U.S. federal income tax considerations that may be relevant to our shareholders. This discussion is based upon the provisions of the Code, applicable U.S. Treasury Regulations promulgated thereunder, legislative history, judicial authority and administrative interpretations, as of the date of this Annual Report, all of which are subject to change, possibly with retroactive effect, or are subject to different interpretations. Changes in these authorities may cause the U.S. federal income tax considerations to vary substantially from those described below.

This discussion applies only to beneficial owners of our shares that own the shares as “capital assets” (generally, for investment purposes) and does not comment on all aspects of U.S. federal income taxation that may be important to certain shareholders in light of their particular circumstances, such as shareholders subject to special tax rules (e.g., financial institutions, regulated investment companies, real estate investment trusts, insurance companies, traders in securities that have elected the mark-to-market method of accounting for their securities, persons liable for alternative minimum tax, broker-dealers, tax-exempt organizations, shareholders that own, directly, indirectly or constructively, 10% or more of our shares (by vote or value), or former citizens or long-term residents of the United States) or shareholders that hold our shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for U.S. federal income tax purposes, all of whom may be subject to U.S. federal income tax rules that differ significantly from those summarized below. If a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes holds our shares, the tax treatment of its partners generally will depend upon the status of the partner and the activities of the partnership. Partners in partnerships holding our shares should consult their own tax advisors to determine the appropriate tax treatment of the partnership’s ownership of our shares.

No ruling has been requested from the IRS regarding any matter affecting us or our shareholders. Accordingly, statements made herein may not be sustained by a court if contested by the IRS.

This discussion does not address any U.S. estate, gift or alternative minimum tax considerations or tax considerations arising under the laws of any state, local or non-U.S. jurisdiction. Each shareholder is urged to consult its tax advisor regarding the U.S. federal, state, local, non-U.S. and other tax consequences of owning and disposing of our shares.

U.S. Federal Income Taxation of the Reorganization

We have taken the position that the Reorganization constitutes for U.S. federal income tax purposes a “reorganization” within the meaning of Section 368(a) of the Code. For details on the U.S. federal income tax consequences of the Reorganization, please refer to the proxy statement/prospectus dated January 29, 2020 filed by Seaspan Corporation pursuant to Rule 424(b)(3) of the Securities Exchange Act of 1933.

U.S. Federal Income Taxation of U.S. Holders

As used herein, the term “U.S. Holder” means a beneficial owner of our shares that is for U.S. federal income tax purposes: (a) a U.S. citizen or U.S. resident alien (or a U.S. Individual Holder); (b) a corporation, or other entity taxable as a corporation that was created or organized under the laws of the United States, any state thereof, or the District of Columbia; (c) an estate whose income is subject to U.S. federal income taxation regardless of its source or (d) a trust that either is subject to the supervision of a court within the United States and has one or more U.S. persons with authority to control all of its substantial decisions or has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

Distributions

Subject to the discussion of passive foreign investment companies (“PFICs”), below, any distributions made by us to a U.S. Holder generally will constitute dividends, which may be taxable as ordinary income or “qualified dividend income” as described in more detail below, to the extent of our current and accumulated earnings and profits allocated to the U.S. Holder’s shares, as determined under U.S. federal income tax principles. Distributions in excess of our current and accumulated earnings and profits allocated to the U.S. Holder’s shares will be treated first as a nontaxable return of capital

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to the extent of the U.S. Holder’s tax basis in our shares and thereafter as capital gain, which will be either long-term or short-term capital gain depending upon whether the U.S. Holder has held the shares for more than one year. U.S. Holders that are corporations generally will not be entitled to claim a dividends received deduction with respect to any distributions they receive from us. However, U.S. Holders that are corporations owning at least 10% in vote or value of our stock may be able to deduct a “foreign-source portion” (that is, an amount which bears the same ratio to the dividend as our undistributed foreign-earnings bear to our total undistributed earnings) of the dividend received from us. For purposes of computing allowable foreign tax credits for U.S. federal income tax purposes, dividends received with respect to our shares should be treated as foreign source income.

Under current law, subject to holding-period requirements and certain other limitations, dividends received with respect to our publicly traded shares by a U.S. Holder who is an individual, trust or estate, or a Non-Corporate U.S. Holder, generally will be treated as qualified dividend income that is taxable to such Non-Corporate U.S. Holder at preferential capital gain tax rates (provided we are not classified as a PFIC for the taxable year during which the dividend is paid or the immediately preceding taxable year). Any dividends received with respect to our publicly traded shares not eligible for these preferential rates will be taxed as ordinary income to a Non-Corporate U.S. Holder.

Special rules may apply to any “extraordinary dividend” paid by us. Generally, an extraordinary dividend is a dividend with respect to a share of stock if the amount of the dividend is equal to or in excess of 10% of a common shareholder’s, or 5% of a preferred shareholder’s, adjusted tax basis (or fair market value in certain circumstances) in such share. In addition, extraordinary dividends include dividends received within a one year period that, in the aggregate, exceed 20% of a shareholder’s adjusted tax basis (or fair market value in certain circumstances). If we pay an extraordinary dividend on our shares that is treated as qualified dividend income, then any loss recognized by a Non-Corporate U.S. Holder from the sale or exchange of such shares will be treated as long-term capital loss to the extent of the amount of such dividend.

Sale, Exchange or Other Disposition of Our Shares

Subject to the discussion of PFICs below, a U.S. Holder who is not a CFC Shareholder, as discussed below, generally will recognize capital gain or loss upon a sale, exchange or other disposition of our shares in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder’s tax basis in such shares.

Subject to the discussion of extraordinary dividends above, such gain or loss generally will be treated as (a) long-term capital gain or loss if the U.S. Holder’s holding period is greater than one year at the time of the sale, exchange or other disposition, or short-term capital gain or loss otherwise, and (b) U.S. source income or loss, as applicable, for foreign tax credit purposes. Non-Corporate U.S. Holders may be eligible for preferential rates of U.S. federal income tax in respect of long-term capital gains. A U.S. Holder’s ability to deduct capital losses is subject to certain limitations.

Consequences of CFC Classification

If CFC Shareholders (generally, U.S. Holders who each own, directly, indirectly or constructively, 10% or more of our shares by vote or value) own directly, indirectly or constructively more than 50% of either the total combined voting power of all classes of our outstanding shares entitled to vote or the total value of all of our outstanding shares, we generally would be treated as a controlled foreign corporation, or a CFC. We believe that we and our non-U.S. corporate subsidiaries will be treated as CFCs in 2022 as a result of the total direct, indirect, and constructive ownership of us by 10% CFC Shareholders. It is unclear whether we would be treated as a CFC in future years.

CFC Shareholders are subject to certain burdensome U.S. federal income tax and administrative requirements but generally are not also subject to the requirements generally applicable to shareholders of a PFIC (as discussed below). U.S. persons who own or may obtain a substantial interest in us should consult their tax advisors with respect to the implications of being treated as a CFC Shareholder and the effect of changes to the rules governing CFC Shareholders made by the legislation commonly known as the “Tax Cuts and Jobs Act.”

The U.S. federal income tax consequences to U.S. Holders who are not CFC Shareholders would not change if we are a CFC.

PFIC Status and Significant Tax Consequences

Special and adverse U.S. federal income tax rules apply to a U.S. Holder that holds stock in a non-U.S. corporation classified as a PFIC for U.S. federal income tax purposes. In general, we will be treated as a PFIC for any taxable year in which either (a) at least 75% of our gross income (including the gross income of certain of our subsidiaries) consists of passive income or (b) at least 50% of the average value of our assets (including the assets of certain of our subsidiaries) is attributable to assets that produce, or are held for the production of, passive income. For purposes of these tests, passive income includes dividends, interest, gains from the sale or exchange of investment property and rents and royalties (other

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than rents and royalties that are received from unrelated parties in connection with the active conduct of a trade or business) but does not include income derived from the performance of services.

There are legal uncertainties involved in determining whether the income derived from our time chartering activities constitutes rental income or income derived from the performance of services, including legal uncertainties arising from the decision in Tidewater Inc. v. United States, 565 F.3d 299 (5th Cir. 2009), which held that income derived from certain time chartering activities should be treated as rental income rather than services income for purposes of a foreign sales corporation provision of the Code. However, the IRS stated in an Action on Decision (AOD 2010-01) that it disagrees with, and will not acquiesce to, the way that the rental versus services framework was applied to the facts in the Tidewater decision, and in its discussion stated that the time charters at issue in Tidewater would be treated as producing services income for PFIC purposes. The IRS’s statement with respect to Tidewater cannot be relied upon or otherwise cited as precedent by taxpayers. Consequently, in the absence of any binding legal authority specifically relating to the statutory provisions governing PFICs, there can be no assurance that the IRS or a court would not follow the Tidewater decision in interpreting the PFIC provisions of the Code. Nevertheless, based on the current composition of our assets and operations (and that of our subsidiaries), we intend to take the position that we are not now and have never been a PFIC. Further, although we intend to conduct our affairs in a manner to avoid being classified as a PFIC with respect to any taxable year, there can be no assurance that the nature of our operations, and therefore the composition of our income and assets, will remain the same in the future. Moreover, the market value of our stock may be treated as reflecting the value of our assets at any given time. Therefore, a decline in the market value of our stock (which is not within our control) may impact the determination of whether we are a PFIC. Because our status as a PFIC for any taxable year will not be determinable until after the end of the taxable year, there can be no assurance that we will not be considered a PFIC for the current or any future taxable year.

As discussed more fully below, if we were to be treated as a PFIC for any taxable year, a U.S. Holder generally would be subject to one of three different U.S. income tax regimes, depending on whether the U.S. Holder makes certain elections.

Taxation of U.S. Holders Making a Timely QEF Election

If we were classified as a PFIC for a taxable year, a U.S. Holder making a timely election to treat us as a “Qualified Electing Fund” for U.S. tax purposes (a “QEF Election”) would be required to report its pro rata share of our ordinary earnings and our net capital gain, if any, for our taxable year that ends with or within the U.S. Holder’s taxable year regardless of whether the U.S. Holder received distributions from us in that year. Such income inclusions would not be eligible for the preferential tax rates applicable to qualified dividend income. The U.S. Holder’s adjusted tax basis in our shares would be increased to reflect taxed but undistributed earnings and profits, and distributions of earnings and profits that had previously been taxed would not be taxed again when distributed but would result in a corresponding reduction in the U.S. Holder’s adjusted tax basis in our shares. The U.S. Holder generally would recognize capital gain or loss on the sale, exchange or other disposition of our shares. A U.S. Holder would not, however, be entitled to a deduction for its pro-rata share of any losses that we incurred with respect to any year.

A U.S. Holder would make a QEF Election with respect to any year that we are a PFIC by filing IRS Form 8621 with its U.S. federal income tax return and complying with all other applicable filing requirements. However, a U.S. Holder’s QEF Election will not be effective unless we annually provide the U.S. Holder with certain information concerning our income and gain, calculated in accordance with the Code, to be included with the U.S. Holder’s U.S. federal income tax return. We have not provided our U.S. Holders with such information in prior taxable years and do not intend to provide such information in the current taxable year. Accordingly, you will not be able to make an effective QEF Election at this time. If, contrary to our expectations, we determine that we are or expect to be a PFIC for any taxable year, we will provide U.S. Holders with the information necessary to make an effective QEF Election with respect to our shares.

Taxation of U.S. Holders Making a “Mark-to-Market” Election

Alternatively, if we were to be treated as a PFIC for any taxable year and, as we believe, our shares are treated as “marketable stock,” then a U.S. Holder would be allowed to make a “mark-to-market” election with respect to our shares, provided the U.S. Holder completes and files IRS Form 8621 in accordance with the relevant instructions. If that election is made, the U.S. Holder generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of our shares at the end of the taxable year over the U.S. Holder’s adjusted tax basis in our shares. The U.S. Holder also would be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder’s adjusted tax basis in our shares over the fair market value thereof at the end of the taxable year (but only to the extent of the net amount previously included in income as a result of the mark-to-market election). The U.S. Holder’s tax basis in our shares would be adjusted to reflect any such income or loss recognized. Gain recognized on the sale, exchange or other disposition of our shares would be treated as ordinary income, and any loss recognized on the sale, exchange or other disposition of our shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains

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previously included in income by the U.S. Holder. Because the mark-to-market election only applies to marketable stock, however, it would not apply to a U.S. Holder’s indirect interest in any of our subsidiaries that were also determined to be PFICs.

Taxation of U.S. Holders Not Making a Timely QEF Election or Mark-to-Market Election

Finally, if we were to be treated as a PFIC for any taxable year and if a U.S. Holder did not make either a QEF Election or a mark-to-market election for that year, the U.S. Holder would be subject to special rules resulting in increased tax liability with respect to (a) any excess distribution (i.e., the portion of any distributions received by the U.S. Holder on our shares in a taxable year in excess of 125% of the average annual distributions received by the U.S. Holder in the three preceding taxable years, or, if shorter, the U.S. Holder’s holding period for our shares) and (b) any gain realized on the sale, exchange or other disposition of our shares. Under these special rules:

•the excess distribution or gain would be allocated ratably over the U.S. Holder’s aggregate holding period for our shares;

•the amount allocated to the current taxable year and any taxable year prior to the taxable year we were first treated as a PFIC with respect to the U.S. Holder would be taxed as ordinary income in the current taxable year;

•the amount allocated to each of the other taxable years would be subject to U.S. federal income tax at the highest rate of tax in effect for the applicable class of taxpayers for that year, and

•an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.

Additionally, for each year during which (a) a U.S. Holder owns shares, (b) we are a PFIC and (c) the total value of all PFIC stock that such U.S. Holder directly or indirectly owns exceeds certain thresholds, such U.S. Holder will be required to file IRS Form 8621 with its annual U.S. federal income tax return to report its ownership of our shares. In addition, if a U.S. Individual Holder dies while owning our shares, such U.S. Individual Holder’s successor generally would not receive a step-up in tax basis with respect to such shares.

U.S. Holders are urged to consult their own tax advisors regarding the PFIC rules, including the PFIC annual reporting requirements, as well as the applicability, availability and advisability of, and procedure for, making QEF Mark-to-Market Elections and other available elections with respect to us, and the U.S. federal income tax consequences of making such elections.

Medicare Tax on Unearned Income

Certain Non-Corporate U.S. Holders are subject to a 3.8% tax on certain investment income, including dividends and gain from the sale or other disposition of our shares. Non-Corporate U.S. Holders should consult their advisors regarding the effect, if any, of this tax on their ownership and disposition of our shares.

U.S. Return Disclosure Requirements for U.S. Individual Holders

Generally, U.S. Individual Holders who hold certain specified foreign financial assets, including stock in a foreign corporation that is not held in an account maintained by a financial institution, with an aggregate value in excess of $50,000 on the last day of a taxable year, or $75,000 at any time during that taxable year, may be required to report such assets on IRS Form 8938 with their U.S. federal income tax return for that taxable year. This reporting requirement does not apply to U.S. Individual Holders who report their ownership of our shares under the PFIC annual reporting rules described above. Penalties apply for failure to properly complete and file IRS Form 8938. Investors are encouraged to consult with their tax advisors regarding the possible application of this disclosure requirement to their investment in our shares.

U.S. Federal Income Taxation of Non-U.S. Holders

A beneficial owner of our shares (other than a partnership or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) that is not a U.S. Holder is a non-U.S. Holder.

Distributions

In general, a non-U.S. Holder is not subject to U.S. federal income tax on distributions received from us with respect to our shares unless the distributions are effectively connected with the non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment that the non- U.S. Holder maintains in the United States). If a non-U.S. Holder is engaged in a trade or business within the United States and the distributions are deemed to be effectively connected to that trade or business, the non-U.S. Holder generally will be subject to U.S. federal income tax on those distributions in the same manner as if it were a U.S. Holder.

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Sale, Exchange or Other Disposition of Our Shares

In general, a non-U.S. Holder is not subject to U.S. federal income tax on any gain resulting from the disposition of our shares unless (a) such gain is effectively connected with the non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment that the non-U.S. Holder maintains in the United States) or (b) the non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year in which those shares are disposed of (and certain other requirements are met). If a non-U.S. Holder is engaged in a trade or business within the United States and the disposition of shares is deemed to be effectively connected to that trade or business, the non-U.S. Holder generally will be subject to U.S. federal income tax on the resulting gain in the same manner as if it were a U.S. Holder.

Information Reporting and Backup Withholding

In general, payments of distributions with respect to, or the proceeds of a disposition of our shares to a Non-Corporate U.S. Holder will be subject to information reporting requirements. These payments to a Non-Corporate U.S. Holder also may be subject to backup withholding if the Non-Corporate U.S. Holder:

•fails to timely provide an accurate taxpayer identification number;

•is notified by the IRS that it has failed to report all interest or distributions required to be shown on its U.S. federal income tax returns; or

•in certain circumstances, fails to comply with applicable certification requirements.

Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding on payments made to them within the United States, or through a U.S. payor, by certifying their status on an IRS Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP or W-8IMY, as applicable.

Backup withholding is not an additional tax. Rather, a shareholder generally may obtain a credit for any amount withheld against its liability for U.S. federal income tax (and obtain a refund of any amounts withheld in excess of such liability) by accurately completing and timely filing a U.S. federal income tax return with the IRS.

Material Marshall Islands Tax Considerations

Because we do not, and we do not expect that we will, conduct business or operations in the Republic of the Marshall Islands, under current Marshall Islands law our shareholders will not be subject to Marshall Islands taxation or withholding on distributions, including upon a return of capital, we make to our shareholders. In addition, our shareholders will not be subject to Marshall Islands stamp, capital gains or other taxes on the purchase, ownership or disposition of shares, and our shareholders will not be required by the Republic of the Marshall Islands to file a tax return relating to the shares.

Each prospective shareholder is urged to consult its tax counsel or other advisor with regard to the legal and tax consequences, under the laws of pertinent jurisdictions, including the Marshall Islands, of its investment in us. Further, it is the responsibility of each shareholder to file all state, local and non-U.S., as well as U.S. federal tax returns that may be required of it.

Material U.K. tax Considerations

The following discussion is a summary of the material U.K. tax considerations under current U.K. tax law and HM Revenue & Customs (“HMRC”) published practice applying as at the date of this Annual report (both of which are subject to change at any time, possibly with retrospective effect) relating to the holding of Atlas shares by non-U.K. tax resident holders of Atlas shares. It does not constitute legal or tax advice to any particular shareholder and does not purport to be a complete analysis of all U.K. tax considerations relating to the holding of shares, or all of the circumstances in which holders of Atlas shares may benefit from an exemption or relief from U.K. taxation. It is understood that Atlas does not (and will not) derive 75% or more of its qualifying asset value from U.K. land, and that, Atlas is solely resident in the U.K. for tax purposes and will therefore be subject to the U.K. corporation tax regime.

This guide may not relate to certain classes of shareholders, such as (but not limited to):

•persons who are connected with the company;

•financial institutions;

•insurance companies;

•charities or tax-exempt organizations;

•collective investment schemes;

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•pension schemes;

•market makers, intermediaries, brokers or dealers in securities;

•persons who have (or are deemed to have) acquired their shares by virtue of an office or employment or who are or have been officers or employees of the company or any of its affiliates; and

•individuals who are subject to U.K. taxation on a remittance basis.

THESE PARAGRAPHS ARE A SUMMARY OF MATERIAL U.K. TAX CONSIDERATIONS RELATING TO THE HOLDING OF ATLAS SHARES AND ARE INTENDED AS A GENERAL GUIDE ONLY. IT IS RECOMMENDED THAT ALL HOLDERS OF ATLAS SHARES OBTAIN ADVICE AS TO THE CONSEQUENCES OF OWNERSHIP AND DISPOSAL OF ATLAS SHARES IN THEIR OWN SPECIFIC CIRCUMSTANCES FROM THEIR OWN TAX ADVISORS. IN PARTICULAR, NON-U.K. RESIDENT OR DOMICILED PERSONS ARE ADVISED TO CONSIDER THE POTENTIAL IMPACT OF ANY RELEVANT DOUBLE TAXATION AGREEMENTS.

Dividends; Withholding Tax

Dividends paid by Atlas will not be subject to any withholding or deduction for or on account of U.K. tax.

Income Tax

An individual holder of Atlas shares who is not resident for tax purposes in the U.K. will not be chargeable to U.K. income tax on dividends received from Atlas unless he or she carries on (whether solely or in partnership) a trade, profession or vocation in the U.K. through a branch or agency to which the shares are attributable. There are certain exceptions for trading in the U.K. through independent agents, such as some brokers and investment managers.

Corporation Tax

A corporate holder of shares who is not resident for tax purposes in the U.K. will not be chargeable to U.K. corporation tax on dividends received from Atlas unless it carries on (whether solely or in partnership) a trade in the U.K. through a permanent establishment to which the shares are attributable.

Chargeable Gains

A holder of Atlas shares who is not resident for tax purposes in the U.K. will not generally be liable to U.K. capital gains tax or corporation tax on chargeable gains on a disposal (or deemed disposal) of Atlas shares unless the person is carrying on (whether solely or in partnership) a trade, profession or vocation in the U.K. through a branch, agency or permanent establishment to which the shares are attributable. However, an individual holder of Atlas shares who has ceased to be resident for tax purposes in the U.K. for a period of less than five years and who disposes of Atlas shares during that period may be liable, on his or her return to the U.K., to U.K. tax on any capital gain realized (subject to any available exemption or relief).

Stamp duty and stamp duty reserve tax (SDRT)

No U.K. stamp duty or stamp duty reserve tax (“SDRT”) will be payable on the issuance of Atlas shares. U.K. stamp duty will generally not need to be paid on a transfer of Atlas shares, and no U.K. SDRT will be payable in respect of any agreement to transfer Atlas shares unless they are registered in a register kept in the U.K. by or on behalf of Atlas. It is not intended that such a register will be kept in the U.K. The statements in this paragraph summarize the current position on stamp duty and SDRT and are intended as a general guide only. Special rules apply to agreements made by, amongst others, intermediaries and certain categories of person may be liable to stamp duty or SDRT at higher rates. In particular, this paragraph does not consider where shares are issued or transferred to clearance services or depository receipt issuers.

F.Dividends and Paying Agents

Not applicable.

G.Statements by Experts

Not applicable.

H.Documents on Display

Documents concerning us that are referred to herein may be inspected at the offices of Seaspan Ship Management Ltd. at 2600-200 Granville Street, Vancouver, British Columbia. Those documents electronically filed with the SEC may be obtained from the SEC’s website at www.sec.gov or from the SEC public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Further information on the operation of the public reference rooms may be obtained by calling the SEC at 1-800-SEC-0330.

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I.Subsidiary Information

Not applicable.

J.Annual Report to Securities Holders

Not applicable.

Item 11.    Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from changes in interest rates and foreign currency fluctuations. We use interest rate swaps to manage interest rate price risks. We enter into capped call transactions to manage exposures to changes in the price of our common shares. We do not use these financial instruments for trading or speculative purposes.

Interest Rate Risk

As of December 31, 2022, our variable-rate credit facilities totaled $1.2 billion, of which we had entered into interest rate swap agreements to fix the rates on a notional principal amount of $1.3 billion. These interest rate swaps have a fair value of $105.5 million in our favor.

The tables below provide information about our financial instruments at December 31, 2022 that are sensitive to changes in interest rates. Please see note 13 – “Long term debt”, note 14 – “Operating lease liabilities”, note 15 – “Finance lease liabilities” and note 16 – “Other financing arrangements” to our consolidated financial statements included in this Annual Report, which provides additional information with respect to our existing credit and lease facilities.

	Principal Payment Dates
In Millions of USD	2023		2024		2025		2026		2027		Thereafter		Total
Credit facilities(1)	$	225.2	$	111.9	$	167.4	$	450.9	$	241.3	$	21.9	$	1,218.6
Vessel Operating Leases(2)	113.8		113.5		117.6		116.8		80.0		30.2		571.9
Vessel Finance Leases(3)	222.2		—		—		—		—		—		222.2
Sale-Leaseback Facilities(4)	148.2		151.1		147.2		145.3		146.6		1,381.3		2,119.7

_________________________

(1)Represents principal payments on amounts drawn on our credit facilities that bear interest at variable rates. We have entered into interest rate swap agreements under certain of our credit facilities to swap the variable interest rates for fixed interest rates. For the purposes of this table, principal payments are determined based on contractual repayments in commitment reduction schedules for each related facility.

(2)Represents payments under our operating leases. Payments under the operating leases have a variable component based on underlying interest rates.

(3)Represents payments under our finance leases. Payments under the finance leases have a variable component based on underlying interest rates.

(4)Represents payments, excluding amounts representing interest payments, on amounts drawn on our sale-leaseback facilities where the vessels remain on our balance sheet and that bear interest at variable rates.

As of December 31, 2022, we had the following interest rate swaps outstanding:

Fixed per annum rate swapped for benchmark rate	Notional Amount as of December 31, 2022 (in millions of US dollars)		Maximum Notional Amount(1) (in millions of US dollars)		Effective Date	Ending Date
1.9250%	$	500.0	$	500.0	January 31, 2022	February 02, 2032
5.4200%	234.9		234.9		September 6, 2007	May 31, 2024
2.3875%	200.0		200.0		July 20, 2022	July 20, 2032
1.6850%	100.0		100.0		November 14, 2019	May 15, 2024
0.6300%	84.0		84.0		January 21, 2021	October 14, 2026
0.6600%	84.0		84.0		February 4, 2021	October 14, 2026
1.6490%	80.0		80.0		September 27, 2019	May 14, 2024
1.4900%	24.3		24.3		February 4, 2020	December 30, 2025
	1,307.2		1,307.2

(1)Over the term of the interest rate swaps, the notional amounts increase and decrease. These amounts represent the peak notional amount over the remaining term of the swap.

Counterparties to these financial instruments may expose us to credit-related losses in the event of non-performance. As of December 31, 2022, these financial instruments are in our favor. We have considered and reflected the risk of non-performance by us in the fair value of our financial instruments as of December 31, 2022. As part of our consideration of

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non-performance risk, we perform evaluations of our counterparties for credit risk through ongoing monitoring of their financial health and risk profiles to identify funding risk or changes in their credit ratings.

Counterparties to these agreements are major financial institutions, and we consider the risk of loss due to non-performance to be minimal. We do not require collateral from these institutions. We do not hold and will not issue interest rate swaps for trading purposes.

Item 12.    Description of Securities Other than Equity Securities

Not applicable.

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PART II

Item 13.    Defaults, Dividend Arrearages and Delinquencies

None.

Item 14.    Material Modifications to the Rights of Security Holders and Use of Proceeds

None.

Item 15.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), management of Atlas has evaluated, with the participation of each of Atlas’s chief executive officer and chief financial officer, the effectiveness of Atlas’s disclosure controls and procedures as of the end of the period covered by this Annual Report. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and the management of each Atlas was required to apply its judgment in evaluating and implementing possible controls and procedures.

Based on the foregoing, the chief executive officer and chief financial officer of Atlas have concluded that, as of December 31, 2022, the end of the period covered by this Annual Report, Atlas’s disclosure controls and procedures were effective.

Management’s Report on Internal Control Over Financial Reporting

The management of Atlas is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting refers to a process designed by, or under the supervision of, the chief executive officer and chief financial officer of Atlas and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

•pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets;

•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and members of the board of directors; and

•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on our financial statements.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management evaluated the effectiveness of Atlas’s internal control over financial reporting as of December 31, 2022 using the framework set forth in the 2013 report of the Treadway Commission’s Committee of Sponsoring Organizations.

Based on the foregoing, management has concluded that Atlas’s internal control over financial reporting was effective as of December 31, 2022.

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The effectiveness of Atlas’s internal control over financial reporting as of December 31, 2022 has been audited by KPMG LLP, the independent registered public accounting firm that audited Atlas’s December 31, 2022 consolidated annual financial statements, as stated in their report which is included in this Annual Report on Form 20-F.

Changes in Internal Control over Financial Reporting

Management has evaluated, with the participation of the chief executive officer and chief financial officer of Atlas, whether any changes in Atlas’s internal control over financial reporting that occurred during our last fiscal year have materially affected, or are reasonably likely to materially affect, Atlas’s internal control over financial reporting.

There was no change to Atlas’s internal control over financial reporting that occurred during the last fiscal year that has materially affected, or is reasonably likely to materially affect, Atlas’s internal control over financial reporting.

Item 16.    [Reserved]

Item 16A.    Audit Committee Financial Expert

The board of directors has determined that Nicholas Pitts-Tucker qualifies as an audit committee financial expert and is independent under applicable NYSE and SEC standards.

Item 16B.    Code of Ethics

We have adopted a Standards of Business Conduct and Ethics for all employees and directors. This document is available under “Corporate Governance” in the Investor Relations section of our website (www.atlascorporation.com). We also intend to disclose any waivers to or amendments of our Standards of Business Conduct and Ethics for the benefit of our directors and executive officers on our website. We will provide a hard copy of our Standards of Business Conduct and Ethics free of charge upon written request of a shareholder. Please contact our Chief Financial Officer for any such request at 23 Berkeley Square, London, Fax Line: +44 843 320 5270.

Item 16C.    Principal Accountant Fees and Services

Our principal accountant for 2022 was KPMG LLP, Chartered Professional Accountants, Vancouver, BC, Canada, Auditor Firm ID:85.

In 2022 and 2021, the fees billed and accrued to us by the accountants for services rendered were as follows:

(in millions of USD)	2022		2021
Audit Fees	$	3.5	$	3.3
Tax Fees	1.6		1.3
	$	5.1	$	4.6

Audit Fees

Audit fees for 2022 include fees related to our annual audits for Atlas and certain wholly owned subsidiaries, quarterly reviews for Atlas and Seaspan Corporation, and accounting consultations. The 2022 fees also include audit related fees for limited assurance reports related to our sustainability linked financings.

Audit fees for 2021 include fees related to our annual audit, quarterly reviews, and accounting consultations. The 2021 fees also include audit related fees for various registration statements, securities offerings and limited assurance reports related to our sustainability linked financings. The fees for 2021 include the audits of certain wholly owned subsidiaries and quarterly reviews for Seaspan Corporation.

Tax Fees

Tax fees for 2022 and 2021 were primarily for tax consultation services related to general tax consultation services and tax compliance, including preparation of corporate income tax returns.

The audit committee has the authority to pre-approve permissible audit-related and non-audit services not prohibited by law to be performed by our independent auditors and associated fees. Engagements for proposed services either may be separately pre-approved by the audit committee or entered into pursuant to detailed pre-approval policies and procedures established by the audit committee, as long as the audit committee is informed on a timely basis of any engagement entered into on that basis. The audit committee separately pre-approved all engagements and fees paid to our principal accountant in 2022 and 2021.

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In fiscal 2022, the Company’s Audit Committee did not approve any audit-related, tax or other services pursuant to paragraph (c) (7) (i) (C) of Rule 2-01 of Regulation S-X, with the exception of financial statement preparation services relating to the statutory audits of certain of the Company's subsidiaries the fees for which represented less than 5% of total audit-related fees for fiscal 2022.

Other Fees

None.

Item 16D.    Exemptions from the Listing Standards for Audit Committees

Not applicable.

Item 16E.    Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Not applicable.

Item 16F.    Change in Registrants’ Certifying Accountant

Not applicable.

Item 16G.    Corporate Governance

The following are the significant ways in which our corporate governance practices differ from those followed by domestic companies:

•We are not required to obtain shareholder approval prior to the adoption of equity compensation plans or certain equity issuances, including, among others, issuing 20% or more of our outstanding common shares or voting power in a transaction.

•Our board of directors, rather than a nominating committee of independent directors, evaluates and approves director nominees.

Item 16H.    Mine Safety Disclosure

Not applicable.

Item 16I.    Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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PART III

Item 17.    Financial Statements

Not applicable.

Item 18.    Financial Statements

The following financial statements, together with the reports of KPMG LLP, Chartered Professional Accountants thereon, are filed as part of this Annual Report:

ATLAS CORP.

Report of Independent Registered Public Accounting Firm 85	F-1
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets as of December 31, 2022 and 2021	F-4
Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020	F-5
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020	F-6
Consolidated Statements of Preferred Shares and Shareholders’ Equity for the Years Ended December 31, 2022, 2021 and 2020	F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020	F-10
Notes to the Consolidated Financial Statements	F-11

All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required, are inapplicable or have been disclosed in the notes to the consolidated financial statements and therefore have been omitted.

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Item 19.    Exhibits

The following exhibits are filed as part of this Annual Report:

Exhibit Number	Description
1.1	Amended and Restated Articles of Incorporation of Atlas Corp. (incorporated herein by reference to Exhibit 3.1 to Atlas Corp.’s Form 6-K (File No. 001-39237), furnished to the SEC on February 27, 2020).
1.2	Second Amended and Restated Bylaws of Atlas Corp. (incorporated herein by reference to Exhibit 1.2 to Atlas Corp.’s Form 20-F (File No. 333-229312), filed with the SEC on March 19, 2021).
1.3	Statement of Designation of the 7.95% Cumulative Redeemable Perpetual Preferred Shares—Series D of Atlas Corp., dated February 27, 2020 (incorporated herein by reference to Exhibit 3.3 to Atlas Corp’s Form 6-K (File No. 001-39237), furnished to the SEC on February 27, 2020).
1.4	Statement of Designation of the 7.875% Cumulative Redeemable Perpetual Preferred Shares—Series H of Atlas Corp., dated February 27, 2020 (incorporated herein by reference to Exhibit 3.6 to Atlas Corp’s Form 6-K (File No. 001-39237), furnished to the SEC on February 27, 2020).
1.5	Statement of Designation of the Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares—Series I of Atlas Corp, dated February 27, 2020 (incorporated herein by reference to Exhibit 3.7 to Atlas Corp’s Form 6-K (File No. 001-39237), furnished to the SEC on February 27, 2020).
1.6	Statement of Designation of the 7.00% Cumulative Redeemable Perpetual Preferred Shares—Series J of Atlas Corp., dated June 11, 2021 (incorporated herein by reference to Exhibit 1.1 to Atlas Corp's Form 6-K (File No. 001-39237), furnished to the SEC on June 14, 2021).
1.7	Specimen of Share Certificate of Atlas Corp. (incorporated herein by reference to Exhibit 4.1 to Atlas Corp’s Form 6-K (File No. 001-39237), furnished to the SEC on February 27, 2020).
1.8	Specimen of Share Certificate of 7.95% Cumulative Redeemable Perpetual Preferred Shares—Series D of Atlas Corp. (incorporated herein by reference to Exhibit 4.2 to Atlas Corp’s Form 6-K (File No. 001-39237), furnished to the SEC on February 27, 2020).
1.9	Specimen of Share Certificate of 7.875% Cumulative Redeemable Perpetual Preferred Shares—Series H of Atlas Corp. (incorporated herein by reference to Exhibit 4.5 to Atlas Corp’s Form 6-K (File No. 001-39237), furnished to the SEC on February 27, 2020).
2.0	Specimen of Share Certificate of Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares—Series I of Atlas Corp (incorporated herein by reference to Exhibit 4.6 to Atlas Corp’s Form 6-K (File No. 001-39237), furnished to the SEC on February 27, 2020).
2.1	Specimen of Share Certificate of 7.00% Cumulative Redeemable Perpetual Preferred Shares—Series J of Atlas Corp. (incorporated herein by reference to Exhibit 1.2 to Atlas Corp's Form 6-K (File No. 001-39237), furnished to the SEC on June 14, 2021).
2.2	Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, incorporated herein by reference to Exhibit 2.2 to Atlas Corp.'s Form 20-F (File 333-229312), filed with the SEC on March 24, 2021.
4.1	Form of Indemnification Agreement between Atlas Corp. and its directors and officers (incorporated herein by reference to Exhibit 4.1 to Atlas Corp.’s Form 20-F, filed with the SEC on April 13, 2020).
4.2	Registration Rights Agreement by and among Seaspan Corporation and the investors named therein dated August 8, 2005 (incorporated herein by reference to Exhibit 10.1 to Seaspan Corporation’s Amendment No. 2 to Form F-1 (File No. 333-126762), filed with the SEC on August 4, 2005).
4.3	Registration Rights Agreement by and among Seaspan Corporation and the investors named therein dated January 30, 2009 (incorporated herein by reference to Exhibit 10.3 to Seaspan Corporation’s Form 6-K (File No. 001-32591), furnished to the SEC on February 2, 2009).

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Exhibit Number	Description
4.4	Amended and Restated Management Agreement among Seaspan Corporation, Seaspan Management Services Limited, Seaspan Advisory Services Limited, Seaspan Ship Management Ltd. and Seaspan Crew Management Ltd. dated as of May 4, 2007 (incorporated herein by reference to Exhibit 99.1 to Seaspan Corporation’s Form 6-K/A (File No. 001-32591), furnished to the SEC on October 10, 2007).
4.5	Amendment to Amended and Restated Management Agreement among Seaspan Corporation, Seaspan Management Services Limited, Seaspan Advisory Services Limited, Seaspan Ship Management Ltd. and Seaspan Crew Management Ltd. dated as of August 5, 2008 (incorporated herein by reference to Exhibit 4.9 to Seaspan Corporation’s Form 20-F (File No. 001-32591), filed with the SEC on March 30, 2011).
4.6	Registration Rights Agreement, dated January 27, 2012, by and among Seaspan Corporation and certain shareholders named therein (incorporated herein by reference to Exhibit 4.5 to Seaspan Corporation’s Form 6-K (File No. 001-32591), furnished to the SEC on January 30, 2012).
4.7	Registration Rights Agreement, dated August 17, 2017, by and between Seaspan Corporation and David Sokol (incorporated herein by reference to Exhibit 10.1 to Seaspan Corporation’s Form 6-K (File No. 001-32591), furnished to the SEC on August 23, 2017).
4.8	Registration Rights Agreement, dated February 14, 2018 among Seaspan Corporation, the Guarantors specified therein and the investors specified therein (incorporated herein by reference to Exhibit 4.4 to Seaspan Corporation’s Form 6-K (File No. 001-32591) furnished to the SEC on February 15, 2018).
4.9	Registration Rights Agreement Joinder, dated as of February 14, 2018, by and among Seaspan Corporation, the subsidiary guarantors and the investors specified therein, dated as of March 26, 2018, by Seaspan Investment I Ltd (incorporated by reference to Exhibit 4.9 to Seaspan Corporation’s Form 6-K (File No. 001-32591), furnished to the SEC on March 30, 2018).
4.10	Agreement and plan of merger, dated as of March 13, 2018, by and among Seaspan Corporation, Seaspan Investments III LLC, Greater China Intermodal Investments LLC and Greater China Industrial Investments LLC (incorporated by reference to Exhibit 4.1 to Seaspan Corporation’s Report of Foreign Private Issuer on Form 6-K (File No. 001-32591), furnished to the SEC on March 14, 2018).
4.11	Registration Rights Agreement, dated as of March 13, 2018, by and among Seaspan Corporation, Greater China Industrial Investments LLC, Tiger Management Limited and Blue Water Commerce, LLC (incorporated by reference to Exhibit 4.2 to Seaspan Corporation’s Form 6-K (File No. 001-32591), furnished to the SEC on March 14, 2018).
4.12	Registration Rights Agreement, dated as of March 13, 2018, by and among Seaspan Corporation and Deep Water Holdings, LLC (incorporated by reference to Exhibit 4.7 to Seaspan Corporation’s Form 6-K (File No. 001-32591), furnished to the SEC on March 14, 2018).
4.13	Warrant Agreement, dated July 16, 2018, by and among Seaspan Corporation and the Investors specified therein (incorporated by reference to Exhibit 4.9 to Seaspan Corporation’s Form 6-K (File No. 001-32591), furnished to the SEC on July 16, 2018).
4.14	Registration Rights Agreement, dated July 16, 2018, by and between Seaspan Corporation and the Investors specified therein (incorporated by reference to Exhibit 4.10 to Seaspan Corporation’s Form 6-K (File No. 001-32591), furnished to the SEC on July 16, 2018).
4.15	Registration Rights Agreement, dated January 14, 2019, by and between Seaspan Corporation and the Investors specified therein (incorporated by reference to Exhibit 4.1 to Seaspan Corporation’s Form 6-K (File No. 001-32591), furnished to the SEC on January 14, 2019).
4.16	Registration Rights Agreement, dated January 15, 2019, by and among Seaspan Corporation, the guarantors specified therein and the investors specified therein (incorporated by reference to Exhibit 4.12 to Seaspan Corporation’s Form 6-K (File No. 001-32591), furnished to the SEC on January 17, 2019).

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Exhibit Number	Description
4.17	Acquisition Agreement, dated as of November 20, 2019, among Seaspan Corporation, Atlas Corp., Fairfax Financial Holdings Limited and certain affiliated companies, Albright Capital Management LLC, certain other shareholders of Apple Bidco Limited, Apple Bidco Limited, Atlas Corp. and Fairfax Financial Holdings Limited, as representative of sellers (incorporated by reference to Exhibit 4.2 to Seaspan Corporation’s Form 6-K (File No. 001-32591), furnished to the SEC on November 22, 2019).
4.18	Assignment and Assumption Agreement, dated as of February 5, 2020, by and among Seaspan Corporation, Atlas Corp., the guarantors specified therein and the investors specified therein (incorporated by reference to Exhibit 4.1 to Seaspan Corporation’s Form 6-K (File No. 001-32591), furnished to the SEC on February 10, 2020).
4.19	Amendment and Waiver to the Acquisition Agreement, dated February 21, 2020, by and among Apple Bidco Limited, Atlas Corp., the entities listed on Exhibit A thereto, including Fairfax Financial Holdings Limited in its capacity as the Seller Representative, ACM Energy Holdings I Ltd., ACM Apple Holdings I, LP, JCLA Cayman Limited and Seaspan Corporation (incorporated by reference to Exhibit 4.1 to Seaspan Corporation’s Form 6-K (File No. 001-32591), furnished to the SEC on February 26, 2020).
4.20	Atlas Corp. Stock Incentive Plan, as amended and restated on February 27, 2020 (incorporated herein by reference to Exhibit 4.7 to Atlas Corp’s Form 6-K (File No. 001-39237), furnished to the SEC on February 27, 2020).
4.21	Credit Agreement, dated as of February 28, 2020, by and among APR Energy, LLC, as Borrower, Citibank, N.A., as Administrative Agent, Citigroup Global Markets Inc., as Sole Structuring Agent, Citibank N.A., Export Development Canada, Bank of Montreal, Chicago Branch and Toronto-Dominion Bank, as Mandated Lead Arrangers, and the several lenders from time to time party thereto (incorporated herein by reference to Exhibit 4.44 to Atlas Corp.’s Form 20-F (File No. 333-229312), filed with the SEC on April 13, 2020).
4.22	Intercreditor and Proceeds Agreement, dated as of February 28, 2020, by and among APR Energy, LLC, as Borrower, certain affiliates of APR Energy, LLC from time to time party thereto, the other secured parties from time to time party thereto, UMB Bank, National Association, as Security Trustee, and Citibank, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 4.45 to Atlas Corp.’s Form 20-F (File No. 333-229312), filed with the SEC on April 13, 2020).
4.23	APR Guaranty, dated February 28, 2020, by and between Atlas Corp. and UMB Bank, National Association, in its capacity as security trustee (incorporated herein by reference to Exhibit 4.46 to Atlas Corp.’s Form 20-F (File No. 333-229312), filed with the SEC on April 13, 2020).
4.24	Registration Rights Agreement, dated February 28, 2020, by and among Atlas Corp. and the investors specified therein (incorporated herein by reference to Exhibit 4.47 to Atlas Corp.’s Form 20-F (File No. 333-229312), filed with the SEC on April 13, 2020).
4.25	Credit Agreement, dated as of March 6, 2020, by and among 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 Arrangers, and the several lenders from time to time party thereto (incorporated herein by reference to Exhibit 4.48 to Atlas Corp.’s Form 20-F (File No. 333-229312), filed with the SEC on April 13, 2020).
4.26	APR Guaranty, dated March 6, 2020, by and between Atlas Corp. and UMB Bank, National Association, in its capacity as security trustee (incorporated herein by reference to Exhibit 4.49 to Atlas Corp.’s Form 20-F (File No. 333-229312), filed with the SEC on April 13, 2020).
4.27	Amendment Side Letter to Credit Agreement, dated as of March 19, 2020, by and among APR Energy, LLC, as Borrower, Atlas Corp., as Parent Guarantor, and Citibank, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 4.50 to Atlas Corp.’s Form 20-F (File No. 333-229312), filed with the SEC on April 13, 2020).
4.28	Agreement and Amendment No. 2 to Acquisition Agreement, dated June 30, 2020, by and among Apple Bidco Limited, Atlas Corp., each shareholder listed on the signature pages thereto, and Fairfax Financial Holdings Limited, in its capacity as the Seller Representative (incorporated herein by reference to Exhibit 10.1 to Atlas Corp.’s Form 6-K (File No. 333-229312), furnished to the SEC on August 13, 2020).
4.29	Indenture, dated as of December 21, 2020, by and among Atlas Corp., Seaspan Corporation and The Bank of New York Mellon, as Trustee (including form of 3.75% Exchangeable Senior Notes due 2025) (incorporated herein by reference to Exhibit 4.1 to Atlas Corp.’s Form 6-K (File No. 333-229312), furnished to the SEC on December 23, 2020).

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Exhibit Number	Description
4.30	Registration Rights Agreement, dated December 21, 2020, by and among Atlas Corp., Seaspan Corporation and BofA Securities, Inc. and BMO Capital Markets Corp., as representatives of the Initial Purchasers (incorporated herein by reference to Exhibit 4.2 to Atlas Corp.’s Form 6-K (File No. 333-229312), furnished to the SEC on December 23, 2020).
4.31	Indenture, dated March 19, 2021, between Atlas Corp. and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.1 to Atlas Corp.’s Form F-4 (File No. 333-254537), filed with the SEC on March 19, 2021).
4.32	Agreement and Amendment No. 3 to Acquisition Agreement, dated as of April 30, 2021, among Atlas Corp., Apple Bidco Limited and Fairfax Financial Holdings Limited, in its individual capacity and in its capacity as Seller Representative (incorporated herein by reference to Exhibit 4.1 to Atlas Corp.’s Form 6-K (File No. 333-229312), furnished to the SEC on May 4, 2021).
4.33	Warrant Agreement, dated as of April 30, 2021, among Atlas Corp. and the investors named therein (incorporated herein by reference to Exhibit 4.2 to Atlas Corp.’s Form 6-K (File No. 333-229312), furnished to the SEC on May 4, 2021).
4.34	Registration Rights Agreement, dated as of April 30, 2021, among Atlas Corp. and the investors named therein (incorporated herein by reference to Exhibit 4.3 to Atlas Corp.’s Form 6-K (File No. 333-229312), furnished to the SEC on May 4, 2021).
4.35	First Supplemental Indenture, dated May 17, 2021, between Atlas Corp. and The Bank of New York Mellon, as trustee, incorporated herein by reference to Exhibit 4.35 to Atlas Corp.’s Form 20-F (File 333-229312), filed with the SEC on March 24, 2021.
4.36	First Amended and Restated Credit Agreement, dated as of May 19, 2021, amending and restating that certain Credit Agreement dated as of May 15, 2019, among (inter alios) Seaspan Holdco III Ltd., as borrower, Seaspan Corporation, as guarantor, the several lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Société Générale, Hong Kong Branch, as lead sustainability coordinator (incorporated by reference to Exhibit 4.1 to Atlas Corp.’s Form 6-K (File No. 001-39237), furnished to the SEC on May 27, 2021).
4.37	First Amended and Restated Credit Agreement, dated as of May 19, 2021, amending and restating that certain Credit Agreement dated as of December 30, 2019, among (inter alios) Seaspan Holdco III Ltd., as borrower, Seaspan Corporation, as guarantor, the several lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Société Générale, Hong Kong Branch, as lead sustainability coordinator (incorporated by reference to Exhibit 4.2 to Atlas Corp.’s Form 6-K (File No. 001-39237), furnished to the SEC on May 27, 2021).
4.38	First Amended and Restated Credit Agreement, dated as of May 19, 2021, amending and restating that certain Credit Agreement dated as of October 14, 2020, among (inter alios) Seaspan Holdco III Ltd., as borrower, Seaspan Corporation, as guarantor, the several lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Société Générale, Hong Kong Branch, as lead sustainability coordinator (incorporated by reference to Exhibit 4.3 to Atlas Corp.’s Form 6-K (File No. 001-39237), furnished to the SEC on May 27, 2021).
4.39	First Amended and Restated Intercreditor and Proceeds Agreement, dated as of May 19, 2021, amending and restating that certain Intercreditor and Proceeds Agreement dated as of May 15, 2019, among Seaspan Holdco III Ltd., Seaspan Corporation, certain subsidiaries of Seaspan Holdco III Ltd. from time to time party thereto, as subsidiary guarantors, the other secured parties from time to time party thereto, UMB Bank, National Association, as security trustee, and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 4.4 to Atlas Corp.’s Form 6-K (File No. 001-39237), furnished to the SEC on May 27, 2021).
4.40	Note Purchase Agreement, dated as of May 21, 2021, among Seaspan Holdco III Ltd., Seaspan Corporation, a group of institutional investors, Citibank N.A. as Note Administrative Agent, Registrar and Paying Agent, and Société Générale, Hong Kong Branch, as lead sustainability coordinator (incorporated by reference to Exhibit 4.5 to Atlas Corp.’s Form 6-K (File No. 001-39237), furnished to the SEC on May 27, 2021).
4.41	Subscription and Exchange Agreement, among Atlas Corp., Seaspan Corporation and the other signatory parties thereto, dated June 11, 2021 (incorporated herein by reference to Exhibit 4.1 to Atlas Corp.’s Form 6-K (File No. 001-39237), furnished to the SEC on June 14, 2021).
4.42	Warrant Agreement, among Atlas Corp. and the other signatory parties thereto, dated June 11, 2021 (incorporated herein by reference to Exhibit 4.2 to Atlas Corp.’s Form 6-K (File No. 001-39237), furnished to the SEC on June 14, 2021).
4.43	Registration Rights Agreement, among Atlas Corp. and the other signatory parties thereto, dated June 11, 2021 (incorporated herein by reference to Exhibit 4.3 to Atlas Corp.’s Form 6-K (File No. 001-39237), furnished to the SEC on June 14, 2021).
4.44	Indenture, dated as of July 14, 2021, by and between Seaspan Corporation and The Bank of New York Mellon, as trustee (including form of 5.50% Blue Transition Senior Notes due 2029) (incorporated herein by reference to Exhibit 4.1 to Atlas Corp.’s Form 6-K (File No. 001-39237), furnished to the SEC on July 14, 2021).

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Exhibit Number	Description
4.45	Note Purchase Agreement, dated as of May 17, 2022, among Seaspan Holdco III Ltd., Seaspan Corporation, a group of institutional investors, Citibank N.A. as Note Administrative Agent, Registrar and Paying Agent, and Société Générale, Hong Kong Branch, as lead sustainability coordinator (incorporated herein by reference to Exhibit 10.1 to Atlas Corp.’s Form 6-K (File No. 001-39237), furnished to the SEC on August 12, 2022).
4.46	First Amended and Restated Credit Agreement, dated as of June 29, 2022, by and 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 Development Canada, Bank of Montreal, Chicago Branch and Toronto-Dominion Bank, as Mandated Lead Arrangers, and the several lenders from time to time party thereto (incorporated herein by reference to Exhibit 10.2 to Atlas Corp.’s Form 6-K (File No. 001-39237), furnished to the SEC on August 12, 2022).
4.47	First Amended and Restated Intercreditor and Proceeds Agreement, dated as of June 29, 2022, by and among APR Energy, LLC, as US Borrower, APR Energy Holdings Limited, as UK Borrower, certain affiliates of APR Energy, LLC from time to time party thereto, the other secured parties from time to time party thereto, UMB Bank, National Association, as Security Trustee, and Citibank, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.3 to Atlas Corp.’s Form 6-K (File No. 001-39237), furnished to the SEC on August 12, 2022).
4.48	First Amended and Restated APR Guaranty, dated June 29, 2022, by and between Atlas Corp. and UMB Bank, National Association, in its capacity as security trustee (incorporated herein by reference to Exhibit 10.4 to Atlas Corp.’s Form 6-K (File No. 001-39237), furnished to the SEC on August 12, 2022).
4.49	Agreement and Plan of Merger, dated as of October 31, 2022, by and among Atlas Corp., Poseidon Acquisition Corp and Poseidon Merger Sub, Inc. (incorporated herein by reference to Exhibit (d)(1) to Atlas Corp.'s Schedule 13E-3/A (File No. 005-91452), furnished to the SEC on January 9, 2023).
4.50*	Second Amended and Restated Credit Agreement, dated as of March 3, 2023, amending and restating that certain First Amended and Restated Credit Agreement dated as of May 19, 2021, among (inter alios) Seaspan Holdco III Ltd., as borrower, Seaspan Corporation, as guarantor, the several lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Société Générale, Hong Kong Branch, as lead sustainability coordinator.
4.51*	Second Amended and Restated Credit Agreement, dated as of March 3, 2023, amending and restating that certain First Amended and Restated Credit Agreement dated as of May 19, 2021, among (inter alios) Seaspan Holdco III Ltd., as borrower, Seaspan Corporation, as guarantor, the several lenders from time to time party thereto, Citibank, N.A., as administrative agent, and Société Générale, Hong Kong Branch, as lead sustainability coordinator.
4.52*	Second Amended and Restated Intercreditor and Proceeds Agreement, dated as of March 3, 2023, amending and restating that certain First Amended and Restated Intercreditor and Proceeds Agreement dated as of May  19, 2021, among Seaspan Holdco III Ltd., Seaspan Corporation, certain subsidiaries of Seaspan Holdco III Ltd. from time to time party thereto, as subsidiary guarantors, the other secured parties from time to time party thereto, UMB Bank, National Association, as security trustee, and Citibank, N.A., as administrative agent.
8.1*	Subsidiaries of Atlas Corp.
12.1*	Rule 13a-14(a)/15d-14(a) Certification of Atlas Corp.’s Chief Executive Officer.
12.2*	Rule 13a-14(a)/15d-14(a) Certification of Atlas Corp.’s Chief Financial Officer.
13.1**	Atlas Corp. Certification of Bing Chen, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
13.2**	Atlas Corp. Certification of Graham Talbot, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
15.1*	Consent of KPMG LLP, relating to the Company Financial Statements

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Exhibit Number

Description

101

The following financial information from Atlas Corp.’s Report on Form 20-F for the year ended December 31, 2022, formatted in Extensible Business Reporting Language (XBRL): (a)Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021; (b)Consolidated Statements of Operations for each of the years in the three-year period ended December 31, 2022; (c)Consolidated Statements of Shareholder’s Equity for each of the years in the two-year ended December 31, 2022; (d)Consolidated Statements of Cash Flows for each of the years in the three year period ended December 31, 2022; (e)Notes to the Consolidated Financial Statements

_______________________________________

*Filed herewith

**    Furnished herewith

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Atlas Corp.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Atlas Corp. (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, shareholders’ equity and cumulative redeemable preferred shares, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 15, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of indicators of impairment for vessels

As discussed in Note 2(f) to the consolidated financial statements, property, plant and equipment that are held for use are evaluated for impairment when events or circumstances indicate that their carrying amounts may not be recoverable from future undiscounted cash flows. Examples of such events or changes in circumstances for vessels (“impairment indicators”) include, among others, a significant adverse change in the extent or manner in which the asset is being used or in its physical condition; a significant adverse change in legal factors or in the business climate that could affect the asset’s value, including an adverse action or assessment by a foreign government that impacts the use of the asset; or a current-period operating or cash flow loss combined with a history of operating or cash flow losses, or a projection or forecast that demonstrates continuing losses associated with the asset’s use. The determination of whether impairment indicators exist requires significant judgment in evaluating underlying significant assumptions including charter rates, utilization rates, operating costs and current vessel market values. The Company did not identify any events or changes in circumstances indicating that the carrying amount of the assets may not be recoverable for the year ended December 31, 2022. As discussed in Note 8 and Note 10, the total carrying value of the Company’s vessels, including right-of-use vessels, was $7,543.8 million as of December 31, 2022.

F-1

Table of Contents

We identified the assessment of indicators of impairment for vessels as a critical audit matter. A higher degree of subjective auditor judgment was required to assess the Company’s determination of whether an indicator of impairment existed, based on the Company’s evaluation of the significant assumptions. Changes in these significant assumptions could have changed the Company’s conclusion that no indicators of impairment were identified.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s impairment indicator assessment process. This included controls related to the identification and evaluation of indicators of impairment and underlying significant assumptions. We evaluated significant assumptions used in the Company’s evaluation by comparing current charter rates to existing customer contracts and estimates of future charter rates to third-party industry publications for vessels with similar characteristics. We evaluated the Company’s anticipated future utilization rates and operating costs assumptions by comparing to the Company’s historical utilization rates and operating costs including impacts of inflation. For utilization rates, we also compared anticipated supply and demand conditions that would impact utilization to third party industry publications. We evaluated the Company’s assessment of current market values of vessels by comparing to recent vessel purchases and third-party industry publications.

/s/ KPMG LLP

Chartered Professional Accountants

We have served as the Company’s auditor since 2000.

Vancouver, Canada

March 15, 2023

F-2

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Atlas Corp.:

Opinion on Internal Control Over Financial Reporting

We have audited Atlas Corp.’s (the Company) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, shareholders’ equity and cumulative redeemable preferred shares, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements), and our report dated March 15, 2023 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Annual Report on Form 20-F Item 15 under the heading “Management’s Report on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Chartered Professional Accountants

Vancouver, Canada

March 15, 2023

F-3

ATLAS CORP.

Consolidated Balance Sheets

(Expressed in millions of United States dollars, except number of shares and par value amounts)

December 31, 2022 and 2021

	2022		2021
Assets
Current assets:
Cash and cash equivalents	$	280.0	$	288.6
Accounts receivable	98.6		56.2
Inventories	50.0		46.4
Prepaid expenses and other	44.4		35.7
Asset held for sale (note 8)	19.4		—
Net investment in lease (note 7)	21.0		16.8
Acquisition related assets	79.8		104.0
	593.2		547.7
Property, plant and equipment (note 8)	7,156.9		6,952.2
Vessels under construction (note 9)	1,422.5		1,095.6
Right-of-use assets (note 10)	746.7		724.9
Net investment in lease (note 7)	887.4		741.5
Goodwill (note 11)	75.3		75.3
Deferred tax assets (note 18)	0.5		1.9
Derivative instruments (note 24(c))	107.1		6.1
Other assets (note 12)	312.8		424.4
	$	11,302.4	$	10,569.6
Liabilities and shareholders' equity
Current liabilities:
Accounts payable and accrued liabilities (note 22)	$	204.3	$	183.4
Deferred revenue	25.2		46.6
Income tax payable	72.3		96.9
Long-term debt - current (note 13)	238.4		551.0
Operating lease liabilities - current (note 14)	115.3		155.1
Finance lease liabilities - current (note 15)	222.2		—
Other financing arrangements - current (note 16)	147.5		100.5
Other liabilities - current (note 17)	13.3		42.0
	1,038.5		1,175.5
Long-term debt (note 13)	3,453.4		3,731.8
Operating lease liabilities (note 14)	391.7		562.3
Other financing arrangements (note 16)	1,940.3		1,239.3
Derivative instruments (note 24(c))	1.5		28.5
Other liabilities (note 17)	51.2		17.7
Total liabilities	6,876.6		6,755.1
Cumulative redeemable preferred shares, $0.01 par value; 12,000,000 issued and outstanding (2021 – 12,000,000) (note 19 (e))	296.9		296.9
Shareholders’ equity:
Share capital (note 19):
Preferred shares; $0.01 par value; 150,000,000 shares authorized (2021 – 150,000,000); 20,118,833 shares issued and outstanding (2021 – 20,118,833)
Common shares; $0.01 par value; 400,000,000 shares authorized (2021 - 400,000,000); 281,565,472 shares issued and outstanding (2021 - 247,024,699); 727,351 shares held in treasury (2021 – 727,351)	2.8		2.4
Additional paid in capital	3,724.2		3,526.8
Retained earnings	420.0		7.5
Accumulated other comprehensive loss	(18.1)		(19.1)
	4,128.9		3,517.6
	$	11,302.4	$	10,569.6

Commitments and contingencies (note 23)

Subsequent events (note 25)

See accompanying notes to consolidated financial statements.

F-4

ATLAS CORP.

Consolidated Statements of Operations

(Expressed in millions of United States dollars, except per share amounts)

Years ended December 31, 2022, 2021 and 2020

	2022		2021		2020
Revenue (note 5)	$	1,697.4	$	1,646.6	$	1,421.1
Operating expenses:
Operating expenses	353.4		351.0		303.7
Depreciation and amortization	379.1		366.7		353.9
General and administrative	108.1		79.2		36.3
Indemnity claim under acquisition agreement	(21.3)		(42.4)		—
Operating leases (note 14)	123.0		146.3		150.5
Goodwill impairment (note 11)	—		—		117.9
Loss (Gain) on sale (note 8)	3.7		(16.4)		0.2
	946.0		884.4		962.5
Operating earnings	751.4		762.2		458.6
Other expenses (income):
Interest expense	235.4		197.1		191.6
Interest income	(6.5)		(3.1)		(5.0)
Loss on debt extinguishment (note 13(e))	9.4		127.0		—
Gain on equity investment	(0.3)		—		—
(Gain) Loss on derivative instruments (note 24(c))	(120.6)		(14.1)		35.5
Other expenses	9.3		21.8		27.3
	126.7		328.7		249.4
Net earnings before income tax	624.7		433.5		209.2
Income tax expense (note 18)	2.4		33.0		16.6
Net earnings	$	622.3	$	400.5	$	192.6
Earnings per share (note 20):
Common share, basic	$	2.10	$	1.36	$	0.52
Common share, diluted	$	1.96	$	1.26	$	0.50

See accompanying notes to consolidated financial statements.

F-5

ATLAS CORP.

Consolidated Statements of Comprehensive Income

(Expressed in millions of United States dollars)

Years ended December 31, 2022, 2021 and 2020

	2022		2021		2020
Net earnings	$	622.3	$	400.5	$	192.6
Other comprehensive income:
Amounts reclassified to net earnings during the period    relating to cash flow hedging instruments (note 24(c))	1.0		1.2		1.3
Comprehensive income	$	623.3	$	401.7	$	193.9

See accompanying notes to consolidated financial statements.

F-6

ATLAS CORP.

Consolidated Statements of Shareholders’ Equity and Cumulative Redeemable Preferred Shares

(Expressed in millions of United States dollars, except number of shares and per share amounts)

Years ended December 31, 2022, 2021 and 2020

	Number of common shares	Number of preferred shares	Common shares		Preferred shares		Additional paid-in capital		Deficit		Accumulated other comprehensive loss		Total shareholders’ equity
Balance, December 31, 2019, carried forward	215,675,599	33,335,570	$	1.8	$	0.3	$	3,452.9	$	(200.7)	$	(21.6)	$	3,232.7
Impact of accounting policy change (note 2(u))	—	—	—		—		—		(2.3)		—		(2.3)
Adjusted balance, December 31, 2019	215,675,599	33,335,570	1.8		0.3		3,452.9		(203.0)		(21.6)		3,230.4
Net earnings	—	—	—		—		—		192.6		—		192.6
Other comprehensive income	—	—	—		—		—		—		1.3		1.3
Common shares issued on acquisition (note 3)	29,891,266	—	0.2		—		316.6		—		—		316.8
Unissued acquisition related equity consideration (note 3)	—	—	—		—		80.8		—		—		80.8
Cancellation of unissued acquisition related equity consideration (note 3)	—	—	—		—		(1.3)		—		—		(1.3)
Issuance of common shares from unissued acquisition related equity consideration (note 3)	318,637	—	—		—		—		—		—		—
Return of common shares to unissued acquisition related equity consideration (note 3)	(727,351)	—	—		—		—		—		—		—
Cancellation of common shares issued on acquisition (note 3)	(1,122,290)	—	—		—		(12.5)		—		—		(12.5)
Common shares issued on loan settlement	775,139	—	0.1		—		8.2		—		—		8.3
Dividends on Class A common shares ($0.50 per share)	—	—	—		—		—		(120.7)		—		(120.7)
Dividends on preferred shares (Series D - $2.00 per share; Series E - $2.06 per share; Series G - $2.05 per share; Series H - $1.97 per share; Series I - $2.00 per share)	—	—	—		—		—		(67.1)		—		(67.1)
Shares issued through dividend reinvestment program	30,007	—	—		—		0.3		(0.3)		—		—
Share-based compensation expense (note 21)	1,398,553	—	—		—		7.1		(0.7)		—		6.4
Treasury shares	37,778	—	—		—		—		—		—		—
Equity component on issuance of Exchangeable Notes, net of issuance costs (note 13(f))	—	—	—		—		6.1		—		—		6.1
Premium paid on capped call (note 13(f))	—	—	—		—		(15.5)		—		—		(15.5)
Balance, December 31, 2020	246,277,338	33,335,570	$	2.1	$	0.3	$	3,842.7	$	(199.2)	$	(20.3)	$	3,625.6

See accompanying notes to consolidated financial statements.

F-7

ATLAS CORP.

Consolidated Statements of Shareholders’ Equity and Cumulative Redeemable Preferred Shares (Continued)

(Expressed in millions of United States dollars, except number of shares and per share amounts)

Years ended December 31, 2022, 2021 and 2020

	Series J cumulative redeemable			Number of common shares	Number of preferred shares	Common shares		Preferred shares		Additional paid-in capital		Retained earnings / (Deficit)		Accumulated other comprehensive loss		Total shareholders’ equity
	Shares	Amount
Balance, December 31, 2020    carried forward	—	$	—	246,277,338	33,335,570	$	2.1	$	0.3	$	3,842.7	$	(199.2)	$	(20.3)	$	3,625.6
Net earnings	—	—		—	—	—		—		—		400.5		—		400.5
Other comprehensive income	—	—		—	—	—		—		—		—		1.2		1.2
Issuance of common shares from unissued acquisition related equity consideration (note 3)	—	—		350,138	—	—		—		—		—		—		—
Series J preferred shares issued (note 13(e) and 19(e))	12,000,000	296.9		—	—	—		—		—		—		—		—
Redemption of preferred shares (note 19(b))	—	—		—	(13,216,737)					(330.4)						(330.4)
Warrants for Fairfax Notes	—	—		—	—	—		—		3.0		—		—		3.0
Dividends on common shares ($0.50 per share)	—	—		—	—	—		—		—		(126.3)		—		(126.3)
Dividends on preferred shares (Series D - $2.00 per share; Series E - $1.38 per share; Series G - $1.37 per share; Series H - $1.97 per share; Series I - $2.00 per share; Series J - $0.68 per share;)	—	—		—	—	—		—		—		(66.2)		—		(66.2)
Shares issued through dividend reinvestment program	—	—		24,803	—	—		—		0.3		(0.3)		—		—
Share-based compensation expense (note 21)	—	—		372,420	—	—		—		11.2		(1.0)		—		10.2
Balance, December 31, 2021	12,000,000	$	296.9	247,024,699	20,118,833	$	2.1	$	0.3	$	3,526.8	$	7.5	$	(19.1)	$	3,517.6

See accompanying notes to consolidated financial statement.

F-8

ATLAS CORP.

Consolidated Statements of Shareholders’ Equity and Cumulative Redeemable Preferred Shares (Continued)

(Expressed in millions of United States dollars, except number of shares and per share amounts)

Years ended December 31, 2022, 2021 and 2020

	Series J cumulative redeemable			Number of common shares	Number of preferred shares	Common shares		Preferred shares		Additional paid-in capital		Retained earnings/(Deficit)		Accumulated other comprehensive loss		Total shareholders’ equity
	preferred shares
	Shares	Amount
Balance, December 31, 2021, carried forward	12,000,000	$	296.9	247,024,699	20,118,833	$	2.1	$	0.3	$	3,526.8	$	7.5	$	(19.1)	$	3,517.6
Impact of accounting policy change (note 2(u))	—	—		—	—	—		—		—		(5.1)		—		(5.1)
Adjusted balance, December 31, 2021	12,000,000	296.9		247,024,699	20,118,833	2.1		0.3		3,526.8		2.4		(19.1)		3,512.5
Net earnings	—	—		—	—	—		—		—		622.3		—		622.3
Other comprehensive income	—	—		—	—	—		—		—		—		1.0		1.0
Issuance of common shares from unissued acquisition related equity consideration	—	—		92,444	—	—		—		—		—		—		—
Exercise of Warrants (note 19(f))	—	—		25,000,000	—	0.3		—		201.0		—		—		201.3
Cancellation of Holdback Shares (note 6(c))	—	—		—	—	—		—		(27.3)		(4.9)		—		(32.2)
Issuance of common shares related to release of Holdback Shares (note 6(c))	—	—		2,749,898	—	—		—		—		—		—		—
Dividends on common shares ($0.50 per share)	—	—		—	—	—		—		—		(137.6)		—		(137.6)
Dividends on preferred shares (Series D - $2.00 per share; Series H - $1.96 per share; Series I - $2.00 per share; Series J - $1.76 per share)	—	—		—	—	—		—		—		(60.8)		—		(60.8)
Shares issued through dividend reinvestment program	—	—		27,586	—	—		—		0.3		(0.4)		—		(0.1)
Share-based compensation expense (note 21)	—	—		6,670,845	—	0.1		—		23.4		(1.0)		—		22.5
Balance, December 31, 2022	12,000,000	$	296.9	281,565,472	20,118,833	$	2.5	$	0.3	$	3,724.2	$	420.0	$	(18.1)	$	4,128.9

See accompanying notes to consolidated financial statement.

F-9

ATLAS CORP.

Consolidated Statements of Cash Flows

(Expressed in millions of United States dollars)

Years ended December 31, 2022, 2021 and 2020

	2022		2021		2020
Cash from (used in):
Operating activities:
Net earnings	$	622.3	$	400.5	$	192.6
Items not involving cash:
Depreciation and amortization	379.1		366.7		353.9
Goodwill impairment	—		—		117.9
Change in right-of-use asset	99.6		125.8		120.1
Non-cash interest expense and accretion	21.2		38.2		40.5
Unrealized change in derivative instruments	(127.9)		(40.6)		12.9
Amortization of acquired revenue contracts	12.4		15.0		16.9
Loss on debt extinguishment	9.4		127.0		—
Equity income on investment	(0.3)		—		—
Loss (Gain) on sale	3.7		(16.4)		0.2
Other	7.0		26.2		5.9
Change in other operating assets and liabilities (note 22)	(170.2)		(98.4)		(166.7)
Cash from operating activities	856.3		944.0		694.2
Investing activities:
Expenditures for property, plant and equipment and vessels under construction	(1,239.7)		(1,577.0)		(783.5)
Prepayment on vessel purchase	—		(132.3)		(82.2)
Payment on settlement of interest swap agreements	(12.7)		(26.8)		(21.8)
Cash and restricted cash acquired from APR Energy acquisition	—		—		50.6
Gain (Loss) on foreign currency repatriation	4.0		(13.9)		(18.7)
Receipt from contingent consideration asset	12.5		30.5		11.1
Other assets and liabilities	259.5		41.3		(15.4)
Capitalized interest relating to newbuilds	(46.2)		(15.7)		—
Cash used in investing activities	(1,022.6)		(1,693.9)		(859.9)
Financing activities:
Repayments of long-term debt and other financing arrangements	(1,221.3)		(1,474.9)		(1,122.2)
Issuance of long-term debt and other financing arrangements	1,367.4		3,152.6		1,383.5
Issuance of Exchangeable Notes	—		—		201.3
Purchase of capped call	—		—		(15.5)
Redemption of Fairfax Notes	—		(300.0)		—
Issuance of Fairfax Notes	—		—		100.0
Proceeds from exercise of warrants	201.3		—		—
Redemption of preferred shares	—		(330.4)		—
Payment of lease liabilities	(16.6)		—		—
Financing fees	(20.2)		(122.2)		(49.1)
Share issuance cost	—		(0.1)		—
Dividends on common shares	(119.3)		(124.6)		(120.0)
Dividends on preferred shares	(60.8)		(66.2)		(67.1)
Cash from financing activities	130.5		734.2		310.9
(Decrease) Increase in cash and cash equivalents	(35.8)		(15.7)		145.2
Cash and cash equivalents and restricted cash, beginning of year	326.8		342.5		197.3
Cash and cash equivalents and restricted cash, end of year	$	291.0	$	326.8	$	342.5

Supplemental cash flow information (note 22(b))

See accompanying notes to consolidated financial statements.

F-10

ATLAS CORP.

Notes to Consolidated Financial Statements

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

1.    General:

Atlas Corp. (the “Company” or “Atlas”) owns, leases and operates a fleet of containerships and power generation assets through its containership leasing and mobile power generation segments, respectively. It is a Republic of the Marshall Islands corporation incorporated on October 1, 2019 for the purpose of facilitating the Reorganization (as defined below).

On November 20, 2019, Seaspan Corporation (“Seaspan”) entered into an Agreement and Plan of Merger with the Company, then a wholly owned subsidiary of Seaspan, and Seaspan Holdco V Ltd., a wholly owned subsidiary of Atlas, in order to implement a reorganization of Seaspan’s corporate structure into a holding company structure, pursuant to which Seaspan would become a direct, wholly owned subsidiary of Atlas (the “Reorganization”).

On February 27, 2020, the Reorganization was completed. Common and preferred shareholders of Seaspan (the predecessor publicly held parent company) became common and preferred shareholders of Atlas, as applicable, on a one-for-one basis, maintaining the same number of shares and ownership percentage held in Seaspan immediately prior to the Reorganization. Atlas assumed all of Seaspan’s share purchase warrants and equity plans and will perform all relevant obligations.

Atlas common shares trade on the New York Stock Exchange under the ticker symbol “ATCO”.

On February 28, 2020, after the Reorganization, Atlas completed the acquisition of all the issued and outstanding common shares of Apple Bidco Limited, which owns 100% of APR Energy Limited (collectively “APR Energy”) (see note 3).

2.    Significant accounting policies:

(a)    Basis of preparation:

The Reorganization was accounted for as a transaction among entities under common control under the pooling of interest method and represented a change in reporting entity whereby the financial information of Seaspan prior to the Reorganization was assumed by Atlas on a carry-over basis. Accordingly, the accompanying consolidated financial statements represent the consolidated historical operations and changes in consolidated financial position of Seaspan, which included the Company as a consolidated subsidiary from its incorporation on October 1, 2019 to February 27, 2020 and those of the Company thereafter, following the Reorganization.

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the following accounting policies have been consistently applied in the preparation of the consolidated financial statements.

(b)    Principles of consolidation :

The accompanying consolidated financial statements include the accounts of Atlas Corp. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated upon consolidation.

The Company also consolidates any variable interest entities (“VIEs”) of which it is the primary beneficiary. The primary beneficiary is the enterprise that has both the power to make decisions that most significantly affect the economic performance of the VIE and has the right to receive benefits or the obligation to absorb losses that in either case could potentially be significant to the VIE. The impact of the consolidation of these VIEs is described in note 16.

The Company accounts for its investment in companies in which it has significant influence by the equity method. The Company’s proportionate share of earnings is included in earnings and added to or deducted from the cost of the investment.

F-11

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

2.    Significant accounting policies (continued):

(c)    Foreign currency translation:

The functional and reporting currency of the Company is the United States dollar. Transactions involving other currencies are converted into United States dollars using the exchange rates in effect at the time of the transactions. At the balance sheet date, monetary assets and liabilities that are denominated in currencies other than the United States dollar are translated into United States dollars using exchange rates at that date. Exchange gains and losses are included in net earnings.

(d)    Cash equivalents:

Cash equivalents include highly liquid securities with terms to maturity of three months or less when acquired.

(e)    Inventories:

Inventories consist primarily of spare parts and consumables. Inventories are stated at the lower of cost or net realizable value. Inventory cost is primarily determined using average or weighted average cost method, depending on the nature of the inventory.

Net realizable value is the estimated selling price in the ordinary course of business less costs to complete, disposal and transportation.

(f)    Property, plant and equipment:

Vessels

Except as described below, vessels are recorded at their cost, which consists of the purchase price, acquisition and delivery costs, less accumulated depreciation.

Vessels purchased from Seaspan’s predecessor upon completion of Seaspan’s initial public offering in 2005 were initially recorded at the predecessor’s carrying value.

Depreciation is calculated on a straight-line basis over the estimated useful life of each vessel, which is 30 years from the date of completion. The Company calculates depreciation based on the estimated remaining useful life and the expected salvage value of the vessel.

Vessels under construction

Vessels under construction include deposits, installment payments, interest, financing costs, transaction fees, construction design, supervision costs, and other pre-delivery costs incurred during the construction period.

Power generating equipment

Power generating equipment are recorded at their cost, which represent their original cost at the time of purchase, less accumulated depreciation. Costs incurred to mobilize and install power-generating equipment pursuant to a contract for the provision of power generation services are recorded in property, plant and equipment and are depreciated on a straight-line basis over the non-cancellable lease term to which the power generating equipment relates.

A summary of the useful lives used for calculating depreciation and amortization is as follows:

Turbines	25 years
Generators	15 years
Transformers	15 years

F-12

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

2.    Significant accounting policies (continued):

(f)    Property, plant and equipment (continued):

Property, plant and equipment that are held for use are evaluated for impairment when events or circumstances indicate that their carrying amounts may not be recoverable from future undiscounted cash flows. Such evaluations include the comparison of current and anticipated operating cash flows, assessment of future operations and other relevant factors. If the carrying amount of the property, plant and equipment exceeds the estimated net undiscounted future cash flows expected to be generated over the asset’s remaining useful life, the carrying amount of the asset is reduced to its estimated fair value.

(g)    Vessel dry-dock activities:

Classification society rules require that vessels be dry-docked for inspection including planned major maintenance and overhaul activities for ongoing certification. The Company generally dry-docks its vessels once every five years. Dry-docking activities include the inspection, refurbishment and replacement of steel, engine components, electrical, pipes and valves, and other parts of the vessel. The Company uses the deferral method of accounting for dry-dock activities whereby capital costs incurred are deferred and amortized on a straight-line basis over the period until the next scheduled dry-dock activity.

(h)    Business combinations:

Business combinations are accounted for under the acquisition method. The acquired identifiable net assets are measured at fair value at the date of acquisition. Deferred taxes are recognized for any differences between the fair value of net assets acquired and the related tax basis. Any excess of the purchase price over the fair value of net assets acquired is recognized as goodwill. Associated transaction costs are expensed as incurred.

(i)    Goodwill:

Goodwill represents the excess of the purchase price of an acquired enterprise over the fair value assigned to assets acquired and liabilities assumed in a business combination. Goodwill is not amortized, but reviewed for impairment annually or more frequently if impairment indicators arise. When goodwill is reviewed for impairment, the Company may elect to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. Alternatively, the Company may bypass this step and use a fair value approach to identify potential goodwill impairment and, when necessary, measure the amount of impairment. The Company uses a discounted cash flow model to determine the fair value of reporting units, unless there is a readily determinable fair market value.

(j)    Asset retirement obligations:

The Company records a provision and a corresponding long-lived asset for asset retirement obligations (“ARO”) when there is a legal obligation associated with the retirement of long-lived assets and the fair value of the liability can be reasonably estimated. The fair value of the ARO is measured using expected future cash flows discounted at the Company’s credit-adjusted risk-free interest rate. The liability is accreted up to the cost of retirement through interest expense over the non-cancellable lease term. The long-lived asset is depreciated straight-line over the same period. Changes in the amount or timing of the estimated ARO are recorded as an adjustment to the related asset and liability or to depreciation expense if the asset is fully depreciated.

(k)    Deferred financing fees:

Deferred financing fees represent the unamortized costs incurred on issuance of the Company’s credit facilities and other financing arrangements and are presented as a direct deduction from the related debt liability when available. Amortization of deferred financing fees on credit facilities is provided on the effective interest rate method over the term of the facility based on amounts available under the facilities. Amortization of deferred financing fees on other financing arrangements is provided on the effective interest rate method over the term of the underlying obligation. Amortization of deferred financing fees is recorded as interest expense.

F-13

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

2.    Significant accounting policies (continued):

(l)    Revenue:

Containership leasing revenue

The Company derives revenue from the charter of its containership vessels. Each charter agreement is evaluated and classified as an operating lease or financing lease based on the lease term, fair value associated with the lease and any purchase options or obligations. The assessment is done at lease commencement and reassessed only when a modification occurs that is not considered a separate contract.

Charters classified as operating leases include a lease component associated with the use of the vessel and a non-lease component related to vessel management. Total consideration in the lease agreement is allocated between the lease and non-lease components based on their relative standalone selling prices. For arrangements where the timing and pattern of transfer to the lessee is consistent between the lease and non-lease components and the lease component, if accounted for separately, would be classified as an operating lease, the Company has elected to treat the lease and non-lease components as a single lease component. Revenue is recognized each day the vessels are on-hire, managed and performance obligations are satisfied.

For charters that are classified as direct financing leases and sales-type leases, the present value of minimum lease payments and any unguaranteed residual value are recognized as net investment in lease. The discount rate used in determining the present values is the interest rate implicit in the lease. The lower of the fair value of the vessel based on information available at lease commencement date and the present value of the minimum lease payments computed using the interest rate implicit specific to each lease, represents the price, from which the carrying value of the vessel and any initial direct costs are deducted in order to determine the selling profit or loss.

For financing leases that are classified as direct financing leases, the unearned lease interest income including any selling profit and initial direct costs are deferred and amortized to income over the period of the lease so as to produce a constant periodic rate of return on the net investment in lease. Any selling loss is recognized at lease commencement date.

For financing leases that are classified as sales-type leases, any selling profit or loss is recognized at lease commencement date. Initial direct costs are expensed at lease commencement date if the fair value of the vessel is different from its carrying amount. If the fair value of the vessel is equal to its carrying amount, initial direct costs are deferred and amortized to income over the term of the lease.

Power generation revenue

The Company also derives revenue from lease and service contracts that provide customers with comprehensive power generation services that include leasing of the power generation equipment, installation and dismantling services, operations and maintenance of the power generating equipment (“O&M”), operations monitoring and logistical support.

The Company earns a fixed portion of revenue on these contracts by providing megawatt capacity to its customers. Each power equipment lease contract may, depending on its terms, contain a lease component, a non-lease component or both. Lease classification is determined on a contract-specific basis. Total consideration in contracts that include a lease component associated with the use of the power-generation equipment and a non-lease component related to O&M is allocated between the lease and non-lease components based on their relative standalone selling prices. For arrangements where the timing and pattern of transfer to the lessee is consistent between the lease and non-lease components and the lease component, if accounted for separately, would be classified as an operating lease, the Company has elected to treat the components as a single lease component. Revenue is recognized over the period in which the equipment is available to the customer for use and service is provided to the customer.

Certain contracts provide for mobilization and decommissioning payments. Mobilization revenue received up front is deferred and recognized as revenue on a straight-line basis over the term of the contract. Decommissioning revenue is recognized ratably over the term of the contract, as it is earned.

F-14

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

2.    Significant accounting policies (continued):

(m)    Leases:

Leases classified as operating leases, where the Company is the lessee, are recorded as lease liabilities based on the present value of minimum lease payments over the lease term, discounted using the lessor’s rate implicit in the lease for each individual lease arrangement or the Company’s incremental borrowing rate, if the lessor’s implicit rate is not readily determinable. The lease term includes all periods covered by renewal and termination options where the Company is reasonably certain to exercise the renewal options or not to exercise the termination options. Corresponding right-of-use assets are recognized consisting of the lease liabilities, initial direct costs and any lease incentive payments.

Lease liabilities are drawn down as lease payments are made and right-of-use assets are depreciated over the term of the lease. Operating lease expenses are recognized on a straight-line basis over the term of the lease, consisting of interest accrued on the lease liability and depreciation of the right-of-use asset, adjusted for changes in index-based variable lease payments in the period of change.

Lease payments on short-term operating leases with lease terms of 12 months or less are expensed as incurred.

Transactions are accounted for as sale-leaseback transactions when control of the asset is transferred. For sale-leaseback transactions, where the Company is the seller-lessee, any gains or losses on sale are recognized upon transfer.

(n)    Derivative financial instruments:

From time to time, the Company utilizes derivative financial instruments. All of the Company’s derivatives are measured at their fair value at the end of each period. Derivatives that mature within one year are classified as current. For derivatives not designated as accounting hedges, changes in their fair value are recorded in earnings.

The Company’s hedging policies permit the use of various derivative financial instruments to manage interest rate risk.

The Company had previously designated certain of its interest rate swaps as accounting hedges and applied hedge accounting to those instruments. By September 30, 2008, the Company de-designated all of the interest rate swaps it had accounted for as hedges to that date. Subsequent to their de-designation dates, changes in their fair value are recorded in earnings.

The Company evaluates whether the occurrence of any of the previously hedged interest payments are considered to be remote. When the previously hedged interest payments are not considered remote of occurring, unrealized gains or losses in accumulated other comprehensive income associated with the previously designated interest rate swaps are recognized in earnings when and where the interest payments are recognized. If such interest payments are identified as being remote, the accumulated other comprehensive income balance pertaining to these amounts is reversed through earnings immediately.

(o)    Income taxes:

The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the anticipated future tax effects of temporary differences between the accounting basis and the tax basis of the Company’s assets and liabilities using the applicable jurisdictional tax rates. A valuation allowance for deferred tax assets is recorded when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. The Company recognizes the tax benefits of uncertain tax positions only if it is more-likely-than-not that a tax position taken or expected to be taken in a tax return will be sustained upon examination by the taxing authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense in the Company's consolidated statements of operations.

F-15

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

2.    Significant accounting policies (continued):

(p)    Share-based compensation:

The Company grants phantom share units, restricted shares, restricted stock units and stock options to certain of its officers, members of management and directors as compensation. Compensation cost is measured at the grant date fair values as follows:

•Restricted shares, phantom share units and restricted stock units are measured based on the quoted market price of the Company’s common shares on the date of the grant.

•Stock options are measured at fair value using the Black-Scholes model.

The fair value of each grant is recognized on a straight-line basis over the requisite service period. The Company accounts for forfeitures in share-based compensation expense as they occur.

(q)    Fair value measurement:

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the “exit price”) in an orderly transaction between market participants at the measurement date. The hierarchy is broken down into three levels based on the observability of inputs as follows:

•Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

•Level 2 — Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

•Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

(r)    Earnings per share:

The treasury stock method is used to compute the dilutive effect of the Company’s share-based compensation awards, warrants and convertible instruments, where the presumption of share settlement has been overcome. Under this method, the incremental number of shares used in computing diluted earnings per share (“EPS”) is the difference between the number of shares assumed issued and purchased using assumed proceeds.

The if-converted method is used to compute the dilutive effect of the Company’s convertible instruments where the presumption of share settlement has not been overcome. Under the if-converted method, the instruments are assumed to have been converted at the share price applicable at the end of the period, if dilutive.

Contingently issuable shares are included in diluted EPS as of the beginning of the period, if contingencies are satisfied by the end of the period. If contingencies have not been satisfied by the end of the period, the number of contingently issuable shares included in diluted EPS is based on the number of shares, if any, that would be issuable if the end of the reporting period were the end of the contingency period, if the result is dilutive.

The cumulative dividends applicable to the Series D, E, G, H, I and J preferred shares reduce the earnings available to common shareholders, even if not declared.

F-16

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

2.    Significant accounting policies (continued):

(s)    Use of estimates:

The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the:

•reported amounts of assets and liabilities,

•disclosure of contingent assets and liabilities at the balance sheet dates; and

•reported amounts of revenue and expenses during the reporting fiscal periods.

Areas where accounting judgments and estimates are significant to the Company and where actual results could differ from those estimates, include, but are not limited to the:

•assessment of going concern;

•assessment of property, plant and equipment useful lives;

•expected salvage values;

•recoverability of the carrying value of property, plant and equipment and intangible assets with finite lives which are subject to future market events;

•recoverable value of goodwill;

•fair values of assets acquired and liabilities assumed from business combination;

•fair value of asset retirement obligations; and

•fair value of interest rate swaps, other derivative financial instruments and contingent consideration asset.

(t)    Comparative information:

Certain information has been reclassified to conform to the financial statement presentation adopted for the current year.

(u)    Recently adopted accounting pronouncements:

Measurement of credit loss

Effective January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2016-13, “Measurement of Credit Loss on Financial Instruments”. ASU 2016-13 replaces the current incurred loss impairment methodology with the expected credit loss impairment model (“CECL”), which requires consideration of a broader range of reasonable and supportable information to estimate expected credit losses over the life of the instrument instead of only when losses are incurred. This standard applies to financial assets measured at amortized cost basis and net investments in leases recognized by the lessor. Upon adoption, a cumulative effect adjustment of $2,293,000 was made to deficit as part of the modified retrospective transition approach.

Simplifying test for goodwill impairment

Effective January 1, 2020, the Company adopted ASU 2017-04, “Simplifying the Test for Goodwill Impairment.” ASU 2017-04 eliminates the need to determine the fair value of individual assets and liabilities of a reporting unit to measure the implied goodwill impairment. As a result of the adoption, the Company now calculates goodwill impairment as the amount by which the carrying value exceeds fair value of a reporting unit, not to exceed the carrying amount of goodwill.

F-17

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

2.    Significant accounting policies (continued):

(u)    Recently adopted and future accounting pronouncements (continued):

Discontinuation of LIBOR

The Company adopted ASU 2020-04, “Reference Rate Reform (Topic 848)”, prospectively to contract modifications. The guidance provides optional relief for the discontinuation of LIBOR resulting from rate reform. Contract terms that are modified due to the replacement of a reference rate are not required to be remeasured or reassessed under FASB’s relevant U.S. GAAP Topic. The election is available by Topic. The Company has elected to apply the optional relief for contracts under ASC 470, “Debt”, ASC 840 and 842, “Leases”, and ASC 815, “Derivatives and Hedging”. There was no impact to the Company's financial statements upon initial adoption. The LIBOR replacement modifications for Debt contracts will be accounted for by prospectively adjusting the effective interest rate in the agreements. Existing lease and derivative contracts will require no reassessments. Transition activities are focused on the conversion of existing LIBOR based contracts to the Secured Overnight Financing Rate.

Debt with conversion and other options

Effective January 1, 2022, the Company adopted ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20)” (“ASU 2020-06”), using the modified retrospective method, whereby the cumulative effect adjustment was made as of the date of the initial application. Accordingly, financial information and disclosures in the comparative period were not restated. The impact of the adoption of ASU 2020-06 resulted in an adjustment of $5,073,000 to opening retained earnings at January 1, 2022 related to the unamortized debt discount that was initially recorded when the convertible notes were issued. Under ASU 2020-06, the accounting for convertible debt instruments is simplified by reducing the number of accounting models and circumstances when embedded conversion features are separately recognized. This update also revises the method in which diluted earnings per share is calculated related to certain instruments with conversion features, among other clarifications. As a result of the adoption, the Company recognizes the maximum potential dilutive effect of its exchangeable notes in diluted EPS using the if-converted method effective January 1, 2022.

3.    Acquisition of Apple Bidco Limited

On February 28, 2020, the Company acquired 100.0% of the share capital of APR Energy from Fairfax Financial Holdings Ltd. and its affiliates (“Fairfax”) and certain other minority shareholders (collectively, the “Sellers”). Fairfax held 67.8% of APR Energy’s common shares. APR Energy owns and operates a fleet of capital-intensive assets, including gas turbines and other power generation equipment, and provides power solutions to customers through various contracts.

At closing, Atlas issued 29,891,266 common shares and reserved 6,664,270 common shares for future issuance (the “Holdback Shares”). The Holdback Shares are issuable over a period of 90 days to five years after the date of acquisition and are subject to settlement of purchase price adjustments, indemnification arrangements and other future compensable events. These arrangements may be settled, at the Sellers’ option, by either cancellation of Holdback Shares or cash. In the case of purchase price adjustments, and certain inventory mechanisms, if Holdback Shares are insufficient, Sellers may choose to compensate the Company in cash or cancel previously issued common shares. Any Holdback Shares that are not cancelled after the expiry of their respective holdback periods, will be issued to the Sellers, plus any accrued distributions or dividends.

The net purchase price of $287,700,000 comprises of the following. Adjustments have been made from what was originally reported as a result of settlement of purchase price adjustments:

F-18

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

3.    Acquisition of Apple Bidco Limited (continued):

	As originally reported		Adjustments		As adjusted
29,891,266 common shares issued (1)	$	316.8	$	—	$	316.8
6,664,270 Holdback Shares (1)	70.6		—		70.6
Less: Contingent consideration asset (2)	(41.5)		(53.7)		(95.2)
Less: Purchase price adjustment (3)	(52.5)		48.0		(4.5)
Net purchase price	$	293.4	$	(5.7)	$	287.7

(1)The fair value was determined based on the closing market price of common shares on February 28, 2020, the acquisition date. As at December 31, 2022, the indemnifications relating to these Holdback Shares have expired and as a result, these Holdback Shares have all either been cancelled or released and issued to the selling shareholders.

(2)Pursuant to the acquisition agreement, the Sellers are required to compensate the Company for losses on cash repatriation from a foreign jurisdiction related to specified contracts. Losses on cash repatriation is recognized in other expenses in the period incurred. Subsequently, Fairfax had agreed, subject to definitive documentation, to compensate the Company for future losses realized on sale or disposal of certain property, plant and equipment and inventory items (note 12(d)).

(3)During the year ended December 31, 2020, the Sellers forfeited their rights to receive 577,139 Holdback Shares and returned 1,849,641 previously issued common shares to the Company. Of this number, 1,122,290 shares were permanently forfeited as part of post-closing purchase price adjustments. The remaining 727,351 shares were held in reserve as treasury shares. The shares held in reserve were issuable to the Sellers at a future date, subject to settlement of potential indemnified events. In addition, the Company agreed to issue 5-year warrants to purchase 5,000,000 common shares at an exercise price of $13.00 per share to Fairfax. The warrants were issued in April 2021. In March 2023, the 727,351 shares held in reserve were issued to the Sellers.

The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date.

	As originally reported		Adjustments		As adjusted
Cash and cash equivalents	$	36.7	$	—	$	36.7
Inventory	54.4		(13.5)		40.9
Acquisition related assets (1)	65.0		31.4		96.4
Accounts receivable (2)	41.4		7.7		49.1
Other current assets	7.9		1.2		9.1
Property, plant and equipment	597.3		(150.1)		447.2
Intangible assets	35.4		(8.0)		27.4
Deferred tax assets	23.5		(6.9)		16.6
Other assets	13.9		—		13.9
Goodwill	—		117.9		117.9
Total assets acquired	875.5		(20.3)		855.2
Accounts payable and accrued liabilities	91.3		1.2		92.5
Income tax payable	104.0		2.5		106.5
Other current liabilities	17.2		—		17.2
Long-term debt (including current and non-current portions) (3)	311.6		—		311.6
Deferred tax liabilities	7.0		(6.0)		1.0
Other long-term liabilities	51.0		(12.3)		38.7
Net assets acquired	$	293.4	$	(5.7)	$	287.7

(1)Consists of indemnification assets recognized on acquisition. The Sellers are required to indemnify the Company for certain legal and tax matters through cancellation of the Holdback Shares or in cash, at the Sellers’ option. For certain of these arrangements, if the Holdback Shares are insufficient, Fairfax may be required to compensate the Company in cash. The amount to be indemnified is subject to the aggregate losses incurred at settlement of these legal and tax matters. The amount recognized is equal to the liabilities accrued for such legal and tax matters, based on the Company’s best estimates. For certain other indemnification arrangements, Fairfax is required to compensate the Company in cash, without minority shareholders.

(2)The gross contractual accounts receivables acquired is $57.0 million. The amount not expected to be collected is $7.9 million.

(3)Concurrent with the acquisition, the Company refinanced the debt facilities acquired (note 13).

F-19

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

3.    Acquisition of Apple Bidco Limited (continued):

The carrying amounts of cash and cash equivalents, accounts receivable and other current assets (consisting of prepaid expenses), accounts payable and accrued liabilities, income taxes payable and other current liabilities approximate their fair values due to the short-term maturity of the instruments. The fair value of long-term debt and other assets are categorized within Level 2 of the fair value hierarchy and determined based on expected payments. The fair values of contingent consideration assets, inventory, property, plant and equipment, intangible assets and asset retirement obligation included in other long-term liabilities were categorized within Level 3 of the fair value hierarchy and were determined using relevant market assumptions, including comparable sales and cost data, discount rates and future cash flows.

As part of the acquisition, the Company recorded $117,900,000 of goodwill resulting from expected synergies in congruence with APR’s unique position in the power generation market, which is not deductible for tax purposes and has been assigned to the power generation segment.

During the years ended December 31, 2022, December 31, 2021 and December 31, 2020, the Company recognized $4,000, $130,000 and $1,498,000, respectively, of acquisition related costs that were included in general and administrative expense.

Pro forma financial information

The following table presents unaudited pro forma results for the year ended December 31, 2020. The unaudited pro forma financial information combines the results of operations of the Company and APR Energy as though the acquisition had occurred as of January 1, 2020. The pro forma results contain adjustments that are directly attributable to the transaction, including depreciation of the fair value of property, plant and equipment, amortization of acquired intangible assets, and refinancing of debt. Additionally, pro forma net earnings were adjusted to exclude acquisition-related costs incurred.

Pro forma information	Year ended December 31, 2020
Revenue	$	1,464.6
Net earnings	179.3

F-20

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

4.    Segment reporting:

For management purposes, the Company is organized based on its two leasing businesses and has two reportable segments, containership leasing and mobile power generation. The Company’s containership leasing segment owns and operates a fleet of containerships which are chartered primarily pursuant to long-term, fixed-rate charters. The Company’s mobile power generation segment owns and operates a fleet of power generation assets, including gas turbines and other equipment, and provides power solutions to customers.

The Company’s chief operating decision makers monitor the operating results of the leasing businesses separately for the purpose of making decisions about resource allocation and performance assessment based on adjusted EBITDA, which is computed as net earnings before interest expense, income tax expense, depreciation and amortization expense, impairments, write-down and gains/losses on sale, gains/losses on derivative instruments, loss on foreign currency repatriation, change in contingent consideration asset, loss on debt extinguishment, other expenses and certain other items that the Company believes are not representative of its operating performance.

The following table includes the Company’s selected financial information by segment:

Year ended December 31, 2022	Containership Leasing		Mobile Power Generation		Elimination and Other		Total
Revenue	$	1,543.0	$	154.4	$	—	$	1,697.4
Operating expense	309.2		44.2		—		353.4
Depreciation and amortization expense	327.5		51.6		—		379.1
General and administrative expense	76.6		33.5		(2.0)		108.1
Indemnity claim (income) under acquisition agreement	—		(21.3)		—		(21.3)
Operating lease expense	120.3		2.7		—		123.0
Loss (Gain) on sale	4.0		(0.3)		—		3.7
Interest income	(5.5)		(0.7)		(0.3)		(6.5)
Interest expense	219.4		16.7		(0.7)		235.4
Income tax expense	1.9		0.5		—		2.4

Year ended December 31, 2021	Containership Leasing		Mobile Power Generation		Elimination and Other		Total
Revenue	$	1,460.4	$	186.2	$	—	$	1,646.6
Operating expense	289.3		61.7		—		351.0
Depreciation and amortization expense	307.9		58.8		—		366.7
General and administrative expense	49.9		25.7		3.6		79.2
Indemnity claim (income) under acquisition agreement	—		(42.4)		—		(42.4)
Operating lease expense	143.0		3.3		—		146.3
Gain on sale	(15.9)		(0.5)		—		(16.4)
Interest income	(0.3)		(2.8)		—		(3.1)
Interest expense	178.8		20.2		(1.9)		197.1
Income tax expense	0.8		32.2		—		33.0

F-21

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

4.    Segment reporting (continued):

	Year ended December 31, 2022		Year ended December 31, 2021
Containership leasing adjusted EBITDA	$	1,036.9	$	978.4
Mobile power generation adjusted EBITDA(1)	97.1		136.4
Total segment adjusted EBITDA	1,134.0		1,114.8
Eliminations and other	(1.4)		(1.4)
Depreciation and amortization expense	379.1		366.7
Interest income	(6.5)		(3.1)
Interest expense	235.4		197.1
Gain on derivative instruments	(120.6)		(14.1)
Loss on debt extinguishment	9.4		127.0
Other expenses	7.1		6.5
(Gain) Loss on contingent consideration asset	(0.9)		5.1
Loss on foreign currency repatriation	4.0		13.9
Loss (Gain) on sale	3.7		(16.4)
Consolidated net earnings before taxes	$	624.7	$	433.5

(1)The calculation of adjusted EBITDA does not include the Indemnity claim under acquisition agreement as an adjustment for the mobile power generation segment. Although the revenue reported for this segment is lower due to an injunction at one of the sites, the losses are recoverable through an indemnification agreement (note 3).

Total Assets	December 31, 2022		December 31, 2021
Containership Leasing	$	10,584.2	$	9,777.6
Mobile Power Generation	838.9		842.7
Elimination and Other	(120.7)		(50.7)
Total	$	11,302.4	$	10,569.6

Capital expenditures by segment	Year ended December 31, 2022		Year ended December 31, 2021
Containership leasing	$	1,219.5	$	1,679.4
Mobile power generation	20.2		29.9

F-22

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

5.    Revenue:

The Company generates revenue by leasing and operating its fleet of containerships and power generation assets, largely through operating leases, direct financing leases and sales-type leases. Revenue disaggregated by segment and by type for the year ended December 31, 2022 and December 31, 2021 is as follows:

	Year ended December 31, 2022
	Containership Leasing (1)		Mobile Power Generation		Total
Operating lease revenue	$	1,457.0	$	136.4	$	1,593.4
Interest income from leasing	73.8		—		73.8
Other	12.2		18.0		30.2
	$	1,543.0	$	154.4	$	1,697.4

	Year ended December 31, 2021
	Containership Leasing (1)		Mobile Power Generation		Total
Operating lease revenue	$	1,409.9	$	179.7	$	1,589.6
Interest income from leasing	46.1		—		46.1
Other	4.4		6.5		10.9
	$	1,460.4	$	186.2	$	1,646.6

(1)Containership leasing revenue includes both bareboat charter and time charter revenue.

As at December 31, 2022, the minimum future revenues to be received on committed operating leases, interest income to be earned from direct financing leases and other revenue are as follows:

	Operating lease revenue		Direct financing leases(1)		Other		Total committed revenue
2023	$	1,609.6	$	75.5	$	21.1	$	1,706.2
2024	1,545.1		72.4		20.4		1,637.9
2025	1,275.7		69.1		20.4		1,365.2
2026	950.4		66.7		—		1,017.1
2027	516.9		64.2		—		581.1
Thereafter	663.3		458.7		—		1,122.0
	$	6,561.0	$	806.6	$	61.9	$	7,429.5

(1)Minimum future interest income includes direct financing leases currently in effect.

As at December 31, 2022, the minimum future revenues to be received based on each segment are as follows:

	Containership Leasing (1)		Mobile Power Generation		Total committed revenue
2023	$	1,601.9	$	104.3	$	1,706.2
2024	1,573.1		64.8		1,637.9
2025	1,300.4		64.8		1,365.2
2026	1,017.1		—		1,017.1
2027	581.1		—		581.1
Thereafter	1,122.0		—		1,122.0
	$	7,195.6	$	233.9	$	7,429.5

(1)Minimum future interest income includes direct financing leases currently in effect.

F-23

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

5.    Revenue (continued):

Minimum future revenues assume 100% utilization, extensions only at the Company’s unilateral option and no renewals. It does not include signed charter agreements on undelivered vessels.

The Company’s revenue during the years was derived from the following customers:

	2022		2021		2020
COSCO	$	454.8	$	492.2	$	401.1
Yang Ming Marine	241.7		249.9		255.7
ONE	254.3		255.2		237.3
Hapag-Lloyd	140.6		116.4		83.6
Other	606.0		532.9		443.4
	$	1,697.4	$	1,646.6	$	1,421.1

6.    Related party transactions:

(a)The income or expenses with related parties relate to amounts paid to or received from individuals or entities that are associated with the Company or with the Company’s directors or officers and these transactions are governed by pre-arranged contracts.

(b)Over the course of 2018, 2019 and 2020, Seaspan issued to Fairfax Financial Holdings Limited and certain of its affiliates (“Fairfax”) an aggregate $600,000,000 of 5.50% senior notes due in 2025, 2026 and 2027 (the “Fairfax Notes”) and warrants to purchase an aggregate 101,923,078 common shares of Seaspan. Two tranches of warrants, each for 38,461,539 common shares, were exercisable at a price of $6.50 per share. One tranche of warrants, for 25,000,000 common shares, was exercisable at a price of $8.05 per share. All such warrants have been exercised.

In April 2021, in connection with an amendment to the APR Energy acquisition agreement, the Company issued to Fairfax warrants to purchase 5,000,000 common shares of the Company at an exercise price of $13.00 per share.

In June 2021, the Company and Seaspan exchanged and amended $300,000,000 of the Fairfax Notes for (i) 12,000,000 Series J 7.00% Cumulative Redeemable Perpetual Preferred Shares of the Company (the “Series J Preferred Shares”), representing total liquidation value of $300,000,000, and (ii) warrants to purchase 1,000,000 common shares at an exercise price of $13.71 per share. The exchanged Fairfax Notes were subsequently cancelled and, in August 2021, Seaspan redeemed for cash the remaining Fairfax Notes at a redemption price equal to 100% of the principal amount plus any accrued and unpaid interest.

For the year ended December 31, 2021, interest expense related to the Fairfax Notes, excluding amortization of the debt discount, was $19,204,000 (2020 – $32,114,000). For the year ended December 31, 2021, amortization of debt discount was $14,188,000 (2020 – $19,963,000).

For the year ended December 31, 2022, the dividends paid on Series J Preferred Shares were $21,000,000 (2021 – $8,108,000).

(c)On February 28, 2020, in connection with the acquisition of APR Energy, Fairfax received common shares of Atlas as consideration for its equity interests in APR Energy and as settlement of indebtedness owing to Fairfax by APR Energy. In addition, Atlas reserved for issuance Holdback Shares for Fairfax. Fairfax remains a counterparty to certain indemnification and compensation arrangements related to the acquisition of APR Energy (note 3). In June 2022, 2,576,014 of the Holdback Shares were cancelled to cover losses related to certain indemnified claims that had been realized. Fairfax remains a counterparty to certain indemnification and compensation arrangements related to the acquisition of APR Energy.

F-24

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

6.    Related party transactions (continued):

The indemnification obligation related to the cash repatriation from a foreign jurisdiction expired in April 2022. Prior to the expiration of this indemnification, during the year ended December 31, 2022, 92,444 (December 31, 2021 – 350,138) Holdback Shares were issued. These Holdback Shares were released from the holdback of the minority sellers and purchased by Fairfax. Upon expiration of this indemnification, the remaining Holdback Shares of 2,749,898 were released and issued to the minority sellers in June 2022. Prior to the expiration of this indemnification, Fairfax also paid $6,265,000 during the year ended December 31, 2022 (December 31, 2021 – $16,545,000).

During the year ended December 31, 2022 and December 31, 2021, the Company received $5,239,000 and $12,468,000, respectively, from Fairfax for the settlement of an indemnification related to losses realized on sale or disposal of certain property, plant and equipment and inventory items (note 3).

During the year ended December 31, 2021, interest expense related to Seaspan’s notes held by certain affiliates of Fairfax (the “Fairfax Holders”), including the Fairfax Notes, excluding amortization of the debt discount $19,204,000 (2020 – $32,114,000). For the year ended December 31, 2021, amortization of debt discount was $14,188,000 (2020 – $19,963,000).

(d)As at December 31, 2022, Fairfax held approximately 44.3% of the Company’s issued and outstanding common shares and has designated two members to the Company’s board of directors.

(e)In March 2021, the Company entered into a joint venture with Zhejiang Energy Group (“ZE”) and executed a shareholders’ agreement with ZE to form the joint venture (“ZE JV”). The Company owns 50% of the ZE JV. The purpose of the joint venture is to develop business in relation to container vessels, LNG vessels, environmental protection equipment and power equipment supply. In October 2021, through a series of transactions with a wholly owned subsidiary of the ZE JV as the ultimate purchaser, the Company sold one 4,250 TEU vessel for an aggregate purchase price of $38,280,000 (note 8). Additionally, in May 2022, through a series of transactions with wholly owned subsidiaries of the ZE JV as the ultimate purchaser, the Company sold four 4,250 TEU vessels for an aggregate purchase price of $138,975,000 (note 8). The Company continues to manage the ship operations of these vessels. During the year ended December 31, 2022, the Company earned revenue of $7,035,000 (2021 – $325,000) and incurred expenses of $6,776,000 (2021 – $285,000) in connection with the ship management of the vessel. As at December 31, 2022, the Company has invested $1,000,000 (December 31, 2021 – $1,000,000) in the ZE JV.

7.    Net investment in lease:

	2022		2021
Undiscounted lease receivable	$	1,724.4	$	1,448.2
Unearned interest income	(816.0)		(689.9)
Net investment in lease	$	908.4	$	758.3

	2022		2021
Lease receivables	$	908.4	$	751.4
Unguaranteed residual value	—		6.9
Net investment in lease	908.4		758.3
Current portion of net investment in lease	(21.0)		(16.8)
Long-term portion of net investment in lease	$	887.4	$	741.5

In February 2021, the Company commenced a fixed rate bareboat charter with a term of 18 years on a 12,000 TEU vessel, which has been classified as a sales-type lease. No gain or loss was recognized on commencement date.

F-25

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

7.    Net investment in lease (continued)    :

In September and November 2021, the Company commenced one and two 18-year fixed rate bareboat charters, respectively, each for a 12,200 TEU vessel. The bareboat charters have been classified as a sales-type lease and no gain or loss was recognized on the commencement dates.

In April and May 2022, the Company accepted delivery of two 12,200 TEU newbuild vessels, each of which commenced an 18-year fixed rate bareboat charter upon delivery. The bareboat charters have been classified as a sales-type lease and no gain or loss was recognized on the commencement dates.

At December 31, 2022, the minimum lease receivable from direct financing leases are as follows:

2023	$	96.9
2024	97.1
2025	96.9
2026	96.9
2027	96.9
Thereafter	1,239.7
	$	1,724.4

8.    Property, plant and equipment:

December 31, 2022	Cost		Accumulated depreciation		Net book value
Vessels	$	9,610.7	$	(2,805.6)	$	6,805.1
Equipment and other	542.9		(191.1)		351.8
Property, plant and equipment	$	10,153.6	$	(2,996.7)	$	7,156.9

December 31, 2021	Cost		Accumulated depreciation		Net book value
Vessels	$	9,410.9	$	(2,830.4)	$	6,580.5
Equipment and other	557.3		(185.6)		371.7
Property, plant and equipment	$	9,968.2	$	(3,016.0)	$	6,952.2

During the year ended December 31, 2022, depreciation and amortization expense relating to property, plant and equipment was $334,121,000 (2021 – $345,164,000; 2020 – $324,597,000).

Upon commencement of a fixed rate bareboat charter in February 2021, $88,061,000 was reclassified to net investment in lease from property, plant and equipment (note 7).

During the year ended December 31, 2021, the Company took delivery of four vessels, with an aggregate purchase price of $358,500,000.

During the year ended December 31, 2021, the Company took delivery of three 12,200 TEU vessels for an aggregate purchase price of $251,895,000. The vessels commenced 18-year bareboat charters upon delivery and are classified as a sales-type lease (note 7).

During the year ended December 31, 2021, the Company sold one 4,250 TEU vessel for $38,280,000 (note 6(e)), resulting in a gain on sale of $15,884,000.

During the year ended December 31, 2022, the Company accepted delivery of one 15,000 and six 11,800 TEU newbuild vessels, each of which commenced a 5-year charter upon delivery (note 9).

F-26

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

8.    Property, plant and equipment (continued):

During the year ended December 31, 2022, the Company completed the sale of 10 vessels. The Company received gross proceeds of $257,075,000 for the 10 vessel sales and recognized loss on sale of $3,973,000 in aggregate. Seaspan continues to manage the operations of seven of these vessels pursuant to management agreements entered into in connection with the sales.

In December 2022, the Company entered into an agreement to sell one 4,250 TEU vessel for gross proceeds $21,600,000, subject to closing conditions. As at December 31, 2022 this vessel was classified as asset held for sale. The sale was completed in January 2023 and Seaspan continues to manage the ship operations of this vessel pursuant to a management agreement entered into in connection with the sale (note 25).

9.    Vessels under construction

As at December 31, 2022, the vessels under construction balance includes $49,022,000 of capitalized interest for the year ended December 31, 2022 (December 31, 2021 – $18,870,000).

As at December 31, 2022, the vessels under construction balance includes $1,122,655,000 of installment payments for the year ended December 31, 2022 (December 31, 2021 – $1,284,512,000).

10.    Right-of-use assets:

December 31, 2022	Cost		Accumulated amortization		Net book value
Vessel operating leases	$	835.5	$	(335.5)	$	500.0
Vessel finance leases	246.6		(7.9)		238.7
Other operating leases	15.6		(7.6)		8.0
Right-of-use assets	$	1,097.7	$	(351.0)	$	746.7

December 31, 2021	Cost		Accumulated amortization		Net book value
Vessel operating leases	$	1,066.6	$	(350.0)	$	716.6
Office operating leases	15.8		(7.5)		8.3
Right-of-use assets	$	1,082.4	$	(357.5)	$	724.9

During the year ended December 31, 2022, the Company exercised options under existing lease financing arrangements to purchase four 10,000 TEU vessels. The purchases are expected to complete in January through September 2023, at the pre-determined purchase price of $52,690,000 per vessel.

During the year ended December 31, 2022, the amortization in right-of-use assets were $107,504,000 (2021 – $125,800,000; 2020 – $120,140,000, respectively).

11.    Goodwill:

	Containership leasing		Mobile power generation
Balance, December 31, 2021	$	75.3	$	—
Balance, December 31, 2022	$	75.3	$	—

Upon the acquisition of APR Energy, the Company recognized $117,900,000 of goodwill. As part of the Company’s annual goodwill impairment test, it was determined that the carrying value of the mobile power generation reporting unit exceeded its fair value, as a result of potential strategic repositioning contemplated subsequent to acquisition. Fair value was determined using a discounted cash flow approach. As a result, an impairment loss of $117,900,000 equal to the balance of goodwill related to the mobile power generation reporting unit, was recognized in 2020.

F-27

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

12.    Other assets:

	2022		2021
Intangible assets (a)	$	75.7	$	90.1
Deferred dry-dock (b)	86.9		79.4
Restricted cash (c)	11.0		38.2
Contingent consideration asset (d)	39.5		49.2
Indemnity claim under acquisition agreement (e)	—		42.5
Deferred financing fees on undrawn financings (f)	57.3		77.0
Other	42.4		48.0
Other assets	$	312.8	$	424.4

(a)Intangible assets:

December 31, 2022	Cost		Accumulated Amortization		Net book value
Customer contracts	$	129.9	$	(92.3)	$	37.6
Trademark	27.4		(3.9)		23.5
Other	25.2		(10.6)		14.6
	$	182.5	$	(106.8)	$	75.7

December 31, 2021	Cost		Accumulated Amortization		Net book value
Customer contracts	$	129.9	$	(76.2)	$	53.7
Trademark	27.4		(2.5)		24.9
Other	16.5		(5.0)		11.5
	$	173.8	$	(83.7)	$	90.1

As part of the acquisition of APR Energy on February 28, 2020, the Company recorded $27,400,000 related to the fair value of a trademark. The trademark is amortized on a straight-line basis over its estimated useful life of 20 years.

Acquired customer contracts are amortized on a straight-line basis over their remaining useful lives. As of December 31, 2022, the weighted average remaining useful lives of acquired customer contracts was 3.4 years (2021 – 3.9 years; 2020 – 4.6 years).

During the year ended December 31, 2022, the Company recorded $23,200,000 of amortization related to intangible assets (2021 – $20,910,000; 2020 – $21,396,000).

Future amortization of intangible assets is as follows:

2023	$	18.1
2024	13.8
2025	9.3
2026	4.3
2027	2.7
Thereafter	27.5
	$	75.7

F-28

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

12.    Other assets (continued):

(b)Deferred dry-dock:

During the years ended December 31, 2022 and 2021, changes in deferred dry-dock were as follows:

December 31, 2020	$	63.8
Costs incurred	40.0
Amortization expensed (1)	(24.4)
December 31, 2021	79.4
Costs incurred	42.4
Vessel sales	(11.3)
Amortization expensed (1)	(23.6)
December 31, 2022	$	86.9

(1)Amortization of dry-docking costs is included in depreciation and amortization

(c)Restricted cash:

Restricted cash consists primarily of amounts held in reserve accounts related to the Company’s debt facilities.

(d)Contingent consideration asset:

As a part of the acquisition of APR Energy on February 28, 2020, the Company is compensated by the Sellers for certain losses that may be incurred on future cash repatriation from a foreign jurisdiction until the earlier of (1) reaching the maximum cash flows subject to compensation, (2) termination of specified contracts, (3) sustaining the ability to repatriate cash without losses and (4) April 30, 2022. The amount of compensation depends on the Company’s ability to generate cash flows on specific contracts in the foreign jurisdiction and the magnitude of losses incurred on repatriation. The maximum amount of cash flows subject to compensation is $110,000,000.

In February 2021, Fairfax additionally agreed to compensate the Company for future losses realized on sale or disposal of certain property, plant and equipment and inventory items calculated as the difference between the proceeds on sale or disposal and the book value of the respective assets at February 28, 2020, prior to acquisition. The maximum amount of losses subject to compensation under the February 2021 agreement is $64,000,000.

Contingent consideration asset, December 31, 2020	$	90.9
Change in fair value	(5.1)
Compensation received	(30.5)
Contingent consideration asset, December 31, 2021	55.3
Change in fair value	0.9
Compensation received	(12.5)
Contingent consideration asset	43.7
Current portion included in prepaid expenses and other	(4.2)
Contingent consideration asset, December 31, 2022	$	39.5

F-29

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

12.    Other assets (continued):

(e)Indemnity claim under acquisition agreement

As a part of the acquisition of APR Energy on February 28, 2020, the Company is compensated by the Sellers for losses resulting from an ongoing injunction on certain sites in Argentina, which losses are settled through a combination of cancellation of Holdback Shares and cash. In May 2022, 2,576,014 of the Holdback Shares were cancelled and in 2022 the Company received a total of $31,602,000 cash compensation, of which $21,247,000 was received in December 2022 and was recorded as acquisition related asset. As at December 31, 2022, the indemnification for the losses related to the injunction are fully settled.

(f)Deferred financing fees on undrawn financings

The Company has entered into financing arrangements for certain of its vessels under construction. As the financing arrangements are undrawn as at December 31, 2022, the amounts incurred have been capitalized and recorded as long-term asset. As the financing is drawn, the amounts are reclassified and presented as a direct deduction from the related debt liability.

13.    Long term debt:

	2022		2021
Long-term debt:
Revolving credit facilities (a) (d)	$	—	$	—
Term loan credit facilities (b) (d)	1,233.0		2,341.8
Senior unsecured notes (e)	1,302.4		1,302.4
Senior unsecured exchangeable notes (g)	201.3		201.3
Senior Secured Notes (c)	1,000.0		500.0
	3,736.7		4,345.5
Debt discount on senior unsecured exchangeable notes	—		(5.1)
Deferred financing fees	(44.9)		(57.6)
Long-term debt	3,691.8		4,282.8
Current portion of long-term debt	(238.4)		(551.0)
Long-term debt	$	3,453.4	$	3,731.8

(a)Revolving credit facilities

As at December 31, 2022, the Company had three revolving credit facilities available (December 31, 2021 – three revolving credit facilities) which provided for aggregate borrowings of up to $700,000,000 (December 31, 2021 – $600,000,000), of which $700,000,000 (December 31, 2021 – $600,000,000) was undrawn.

In May 2021, the Company refinanced one revolving credit facility which increased the aggregate commitments by $100,000,000 and extended the maturity by two years.

In February 2022, the Company closed a new $250,000,000, 3-year unsecured revolving credit facility which replaces a $150,000,000 2-year unsecured revolving credit facility.

In June 2022, the Company entered into an amended and restated credit facility which comprises a $50,000,000 revolving credit facility and a $108,000,000 term loan facility. The credit facility matures on June 2025 and is secured by the Company’s power generation assets. As of December 31, 2022, the revolving credit facility is committed but undrawn.

F-30

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

13.    Long term debt (continued):

(a)Revolving credit facilities (continued):

As at December 31, 2022 and December 31, 2021, the Company has no drawn revolving credit facilities.

The Company is subject to commitment fees ranging between 0.45% and 0.5% (December 31, 2021 – 0.5% and 0.6%) calculated on the undrawn amounts under the various facilities.

(b)Term loan credit facilities:

As at December 31, 2022, the Company has entered into $3,751,731,000 (December 31, 2021 – $4,052,103,000) of term loan credit facilities, of which $2,518,743,000 (December 31, 2021 – $1,710,224,000) was undrawn.

In May 2021, the Company amended and restated three term loan credit facilities which increased the aggregate commitments by $79,540,000 and extended maturities by two years.

In June 2021, the Company made early prepayment of $59,961,000 on one term loan that matures on July 6, 2025.

In May and July 2021, the Company entered into two $6,500,000 term loan credit facilities, which each bear a fixed interest rate of 3.8% per annum and mature on May 30, 2024 and July 2, 2024, respectively. In September 2022, both the term loan credit facilities were early repaid.

In October 2021, the Company entered into a $633,088,000 term loan credit facility for eight vessels, which bears an initial interest rate of three month LIBOR plus 1.4% margin. During the year ended December 31, 2022, five of the vessels secured under this credit facility delivered and the Company transitioned the financing under the term loan credit facility related to these five vessels with sale-leaseback arrangements (note 16(xiii)). As a result, the remaining term loan credit financing available for three vessels is $270,687,000, which is undrawn as of December 31, 2022.

In December 2021, the Company entered into a $1,077,137,000 term loan credit facility for 10 vessels, which bears an initial interest rate of three month LIBOR plus 3.39% margin. No amounts have been drawn under the facility as of December 31, 2022.

In May 2022, the Company voluntarily prepaid a term loan facility with an outstanding balance of $100,000,000.

In June 2022, the Company entered into an amended and restated credit facility which comprises a $50,000,000 revolving credit facility and a $108,000,000 term loan facility (note 13(a)).

In August 2022, the Company voluntarily prepaid $240,000,000 of a term loan facility under its vessel portfolio financing program.

In October 2022, the Company entered into a $1,170,918,000 term loan credit facility for 15 vessels, which bears an initial interest rate of daily Secured Overnight Financing Rate (“SOFR”) plus 1.4% margin. No amounts have been drawn under the facility as of December 31, 2022

Term loan credit facilities drawn mature between August 10, 2023 and January 21, 2030.

For the Company’s floating rate term loan credit facilities, interest is calculated based on one month, three month or six month benchmark rates, plus a margin per annum, dependent on the interest period selected by the Company. The three month and six month average LIBOR was 4.8% and 3.5%, respectively (December 31, 2021 – 0.2% and 0.2%) and the three month average SOFR was 3.0%. The margins ranged between 0.4% and 2.5% as at December 31, 2022 (December 31, 2021 – 0.4% and 3.5%).

F-31

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

13.    Long term debt (continued):

(b)Term loan credit facilities (continued):

For one of the term loan credit facilities with a total principal amount outstanding of $14,425,000 (December 31, 2021 – $27,198,000), interest is calculated based on the Export-Import Bank of Korea (“KEXIM”) rate plus 0.7% per annum.

The weighted average rate of interest, including the applicable margin, was 6.4% as at December 31, 2022 (December 31, 2021 – 1.9%) for the Company’s term loan credit facilities. Interest payments are made in monthly, quarterly or semi-annual payments.

Repayments under term loan credit facilities are made in quarterly or semi-annual payments. For those related to newbuilding containerships, payments commence three, six or thirty-six months after delivery of the associated newbuilding containership, utilization date or the inception date of the term loan credit facilities.

The Company is subject to commitment fees ranging between 0.25% and 0.58% (December 31, 2021 – 0.2% and 0.56%) calculated on the undrawn amounts under the various facilities.

The following is a schedule of future minimum repayments under the Company’s term loan credit facilities as of December 31, 2022:

2023	$	239.6
2024	111.9
2025	167.4
2026	450.9
2027	241.2
Thereafter	22.0
	$	1,233.0

(c)Sustainability-Linked Senior Secured Notes:

In May 2021, the Company entered into a note purchase agreement to issue $500,000,000 of sustainability-linked, senior secured notes (the “Senior Secured Notes”) in a US private placement. The Senior Secured Notes comprise four series, each ranking pari passu with the Company’s existing and future debt financing program. The Series A, Series C and Series D Senior Secured Notes were issued in May 2021, with interest rates ranging from 3.91% to 4.26% and maturities from June 2031 to June 2036. The Series B Senior Secured Notes, which bear interest at 3.91% per annum and mature in 2031, were issued in August 2021. The Senior Secured Notes contain certain sustainability features, and are subject to adjustment based on Seaspan’s achievements relative to certain key performance indicators.

On May 17, 2022, the Company entered into a note purchase agreement to issue, in a private placement, $500,000,000 aggregate principal amount of fixed-rate, sustainability-linked senior secured notes. The notes comprise three series, with interest rates ranging from 5.15% to 5.49% and maturities ranging from September 5, 2032 to September 5, 2037. The notes were issued and proceeds received on August 3, 2022.

F-32

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

13.    Long term debt (continued):

(d)Credit facilities – other:

As at December 31, 2022, the Company’s credit facilities were secured by first-priority mortgages granted on most of its power generation assets and 53 of its vessels together with other related security. The security for each of the Company’s current secured credit facilities includes:

•A first priority mortgage on collateral assets;

•An assignment of the Company’s lease agreements and earnings related to the related collateral assets;

•An assignment of the insurance policies covering each of the collateral assets that are subject to a related mortgage and/or security interest;

•An assignment of the Company’s related shipbuilding contracts and the corresponding refund guarantees;

•A pledge over shares of various subsidiaries; and

•A pledge over the related retention accounts.

As at December 31, 2022, $938,703,000 principal amount of indebtedness under the Company’s term loan and revolving credit facilities, together with $1,000,000,000 of sustainability-linked fixed rate notes with maturities from June 2031 to September 2037, was secured by a portfolio of 48 vessels, the composition of which can be changed, and is subject to a borrowing base and portfolio concentration requirements, as well as compliance with financial covenants and certain negative covenants.

The Company may prepay certain amounts outstanding without penalty, other than breakage costs in certain circumstances, with the exception of one term loan credit facility, where the Company may prepay borrowings up to March 6, 2023 with penalties and thereafter without penalty. A prepayment may be required as a result of certain events, including change of control and, where applicable, the sale or loss of assets or a termination or expiration of certain lease agreements (and the inability to enter into a lease replacing the terminated or expired lease suitable to lenders within a specified period of time). The amount that must be prepaid may be calculated based on the loan to market value. In these circumstances, valuations of the Company’s assets are conducted on a “without lease” and/or “orderly liquidation” basis as required under the credit facility agreement.

Each credit facility contains a mix of financial covenants requiring the borrower and/or guarantor of the facility to maintain minimum liquidity, tangible net worth, interest and principal coverage ratios, and debt-to-assets ratios, as defined. Each of Atlas and Seaspan are guarantors under certain facilities.

Some of the facilities also have an interest and principal coverage ratio, debt service coverage and vessel value requirement for the subsidiary borrower. The Company was in compliance with these covenants as at December 31, 2022.

(e)Senior unsecured notes:

In February 2021, the Company issued $200,000,000 of 6.5% senior unsecured sustainability-linked bonds in the Nordic bond market (“2024 Bonds”). In April 2021, the Company issued a further $300,000,000 of senior unsecured sustainability-linked bonds in the Nordic bond market (the “2026 Bonds” and together with the 2024 Bonds, the “Bonds”). The Bonds mature in February 2024 and April 2026, respectively, and bear interest at 6.5% per annum. If the sustainability performance targets are not met during the term of the Bonds, the Bonds will be settled at maturity at 100.5% of the initial principal. The Bonds are listed on the Oslo Stock Exchange.

In May 2021, the Company exchanged an aggregate principal amount of $52,198,825 7.125% senior notes due 2027 of its wholly owned subsidiary, Seaspan Corporation (the “Seaspan Notes”), for an equivalent amount of its 7.125% senior notes due 2027 (the “Atlas Notes”), registered under the Securities Act of 1933, as amended, and listed on the Nasdaq Global Market. In July 2021, the Company exchanged an additional $151,000 of Seaspan Notes for Atlas Notes, and redeemed all remaining Seaspan Notes.

F-33

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

13.    Long term debt (continued):

(e)Senior unsecured notes (continued):

On July 14, 2021, the Company issued $750,000,000 of senior unsecured notes. These notes mature in 2029 and accrue interest at 5.5% per annum, payable semi-annually beginning on February 1, 2022. The notes are a blue transition bond developed to further the Company’s sustainability efforts.

(f)Fairfax Notes:

Pursuant to the Fairfax Exchange as described in note 6(b), the Company exchanged $200,000,000 aggregate principal amount of the 2026 Fairfax Notes and all $100,000,000 aggregate principal amount of the 2027 Fairfax Notes for (i) 12,000,000 Series J 7.00% Cumulative Redeemable Perpetual Preferred Shares, and (ii) 1,000,000 five year warrants to purchase an equal number of Atlas common shares at an exercise price of $13.71 per share. The exchanged 2026 Fairfax Notes and 2027 Fairfax Notes were subsequently cancelled.

In connection with the Fairfax Exchange, the Fairfax Holders also agreed to amend the terms of the $300,000,000 aggregate principal amount of the Fairfax Notes that remain outstanding following the Fairfax Exchange, which includes all 2025 Fairfax Notes and 2026 Fairfax Notes. The Amendment, among other things, eliminated the Fairfax Holders’ mandatory redemption and put rights and released and discharged all outstanding guarantees and liens on collateral thereunder. The Fairfax Holders also agreed to terminate Seaspan’s Amended and Restated Pledge and Collateral Agent Agreement and to release and discharge all liens on collateral thereof. The Company had the option to redeem the amended notes, in whole or in part, at any time at a redemption price equal to 100% of the principal amount plus any accrued and unpaid interest.

In August 2021, the remaining 2025 Fairfax Notes and 2026 Fairfax Notes were redeemed for cash at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest. As a result of the Fairfax Exchange and subsequent redemption of the 2025 Fairfax Notes and 2026 Fairfax Notes, the Company recorded a loss on debt extinguishment of nil for the year ended December 31, 2022 (2021 – $121,715,000, 2020 – nil, respectively), representing the write-off of the existing associated debt discount and deferred financing fees.

(g)Senior Unsecured Exchangeable Notes:

On December 21, 2020, the Company, through its wholly-owned subsidiary, Seaspan Corporation issued $201,250,000 aggregate principal amount of 3.75% exchangeable senior unsecured notes due 2025 (the “Exchangeable Notes”) in a private placement. The Exchangeable Notes are exchangeable at the holders’ option into an aggregate of 15,474,817 Atlas common shares at an initial exchange price of $13.005 per share, in equivalent cash or a combination of Atlas common shares and cash, as elected by the Company, on or after September 15, 2020, or earlier in the following circumstances:

•After December 31, 2020, if the last reported price of an Atlas common share is at least 130% of the exchange price then in effect over a specified measurement period;

•If the trading price per $1,000 principal amount of Exchangeable Notes during a specified measurement period is less than 98% of the last reported sale price on Atlas common shares multiplied by the applicable exchange rate; and

•Upon the occurrence of certain significant corporate events, or in response to early redemption elected by the Company.

The exchange price is subject to anti-dilution and make-whole clauses.

The holders may require the Company to redeem the Exchangeable Notes held by them upon the occurrence of certain corporate events qualifying as a fundamental change in the business. The Company may redeem the Exchangeable Notes in connection with certain tax-related events or on any business day on or after December 20, 2023 and prior to September 15, 2025, if the last reported sale price of an Atlas common share is at least 130% of the exchange price during a specified measurement period. A redemption of the Exchangeable Notes is made at 100% of the principal amount, plus accrued and unpaid interest. The Exchangeable Notes mature on December 15, 2025, unless earlier exchanged, repurchased or redeemed.

F-34

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

13.    Long term debt (continued):

(g)Senior Unsecured Exchangeable Notes (continued):

Upon issuance, the proceeds from the Exchangeable Notes were allocated between debt, measured at fair value of $195,000,000 and equity of $6,250,000 representing the residual value related to the conversion feature. The difference between the face value and carrying value of the debt reflects the debt discount, which is amortized through interest expense using an effective interest rate of 4.5%, over the remaining life of the debt. Interest payment is semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2021.

Capped Call Transactions

In connection with the issuance of the Exchangeable Notes, the Company entered into capped call transactions with affiliates of certain of the initial purchasers of the Exchangeable Notes and other financial institutions, using $15,536,000 in proceeds from the issuance, to reduce the potential dilution to Atlas common shares upon any exchange of notes and/or offset any cash payments the Company is required to make upon exchange of the Exchangeable Notes, in excess of the principal amount. They may be settled in cash, shares, or a combination of cash and shares as determined by the settlement method of the Exchangeable Notes, at a strike price with underlying shares equal to that of the Exchangeable Notes and subject to anti-dilution adjustments substantially similar to those applicable to the Exchangeable Notes. The capped calls are exercisable up to a maximum price of $17.85 per share, subject to certain adjustments. The instruments expire on December 15, 2025.

14.    Operating lease liabilities:

	December 31, 2022		December 31, 2021
Operating lease commitments	$	581.6	$	791.2
Impact of discounting	(66.3)		(104.6)
Impact of changes in variable rates	(8.3)		30.8
Operating lease liabilities	507.0		717.4
Current portion of operating lease liabilities	(115.3)		(155.1)
Operating lease liabilities	$	391.7	$	562.3

Operating lease liabilities relate to vessel sale-leaseback transactions and other operating leases. Vessel sale-leaseback transactions under operating lease arrangements are in part, indexed to three month LIBOR, reset on a quarterly basis. For one of the Company’s vessel operating leases, an option to repurchase the vessel exists at the end of its lease term. For all other arrangements, the lease may be terminated prior to the end of the lease term, at the option of the Company, by repurchasing the respective vessels on a specified repurchase date at a pre-determined fair value amount. For one of these arrangements, if the Company elects not to repurchase the vessel, the lessor may choose not to continue the lease until the end of its term. Each sale-leaseback transaction contains financial covenants requiring the Company to maintain certain tangible net worth, interest coverage ratios and debt-to-assets ratios, as defined. These vessels are leased to customers under time charter arrangements.

F-35

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

14.    Operating lease liabilities (continued):

Operating lease costs related to vessel sale-leaseback transactions and other leases are summarized as follows:

	Year ended December 31, 2022			Year ended December 31, 2021
Lease costs:
Operating lease costs	$	128.5		$	160.2
Variable lease adjustments	(4.8)			(13.7)
Other information:
Operating cash outflow used for operating leases	116.5			143.2
Weighted average discount rate(1)	4.8		%	4.8		%
Weighted average remaining lease term	5 years			6 years

(1)The weighted average discount rate is based on a fixed rate at the time the lease was entered into and is adjusted quarterly as each lease payment is made.

In September 2021, the Company amended an operating lease for one vessel to extend the term for an additional five years. The amendment resulted in the continuation of its treatment as an operating lease. The reassessment due to the modification resulted in an increase of $5,753,000 to lease liabilities and a corresponding increase to right-of-use assets.

15.    Finance lease liabilities:

	December 31, 2022		December 31, 2021
Finance lease liabilities	$	222.2	$	—
Current portion of finance lease liabilities	(222.2)		—
Long-term finance lease liabilities	$	—	$	—

During the year ended December 31, 2022, the Company exercised options under existing lease financing arrangements to purchase four 10,000 TEU vessels. The purchases are expected to complete in January through September 2023, at the pre-determined purchase price of $52,690,000 per vessel.

As at December 31, 2022, the total remaining commitments related to financial liabilities of these vessels were approximately $225,117,000 (December 31, 2021 – nil), including imputed interest of $2,875,000 (December 31, 2021 – nil), repayable in 2023.

The weighted average interest rate on obligations related to finance leases as at December 31, 2022 was 5.9%.

16.    Other financing arrangements:

	2022		2021
Other financing arrangements	$	2,119.7	$	1,363.1
Deferred financing fees	(31.9)		(23.3)
Other financing arrangements	2,087.8		1,339.8
Current portion of other financing arrangements	(147.5)		(100.5)
Other financing arrangements	$	1,940.3	$	1,239.3

F-36

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

16.    Other financing arrangements (continued):

The Company, through certain of its wholly-owned subsidiaries, has entered into non-recourse or limited recourse sale-leaseback arrangements with financial institutions to fund the acquisition of vessels.

Under these arrangements, the Company has agreed to transfer the vessels to the counterparties and lease the vessels back from the counterparties over the applicable lease term as a financing lease arrangement. In the arrangements where the shipbuilding contracts are novated to the counterparties, the counterparties assume responsibility for the remaining payments under the shipbuilding contracts.

In certain of the arrangements, the counterparties are companies whose only assets and operations are to hold the Company’s leases and vessels. The Company operates the vessels during the lease term, supervises the vessels’ construction before the lease term begins, if applicable, and/or is required to purchase the vessels from the counterparties at the end of the lease term. As a result, in most cases, the Company is considered to be the primary beneficiary of the counterparties and consolidates the counterparties for financial reporting purposes. In all cases, these arrangements are considered failed-sales. The vessels are recorded as an asset and the obligations under these arrangements are recorded as a liability. The terms of the leases are as follows:

(i)Leases for five 11,000 TEU vessels:

Under these arrangements, the counterparty has provided financing of $420,750,000. The 17-year lease terms began between August 2017 and January 2018, which were the vessels’ delivery dates. Lease payments include interest components based on three month LIBOR plus a margin ranging from 2.65% to 3.3%. At delivery, the Company sold and leased the vessels back over the term of the sale-leaseback transactions. At the end of the lease terms, the Company is obligated to purchase the vessels at a pre-determined purchase price. In October 2020, the Company made a prepayment of $71,084,000 on the remaining principal balance of one of the 11,000 TEU vessels under sales-leaseback financing arrangement. In January 2021, the Company made a payment of $69,166,000 to early terminate a sale-leaseback financing arrangement secured by one 11,000 TEU vessel. In March 2021, the Company entered into a new sale-leaseback financing arrangement of $83,700,000, secured by the same 11,000 TEU vessel.

(ii)Leases for four 12,000 TEU vessels:

Under these arrangements, the counterparty has provided financing of $337,732,000. The 10-year lease terms began in March and April 2020, which were the vessels’ delivery dates. Lease payments include interest components based on one month LIBOR plus a 2.75% margin. At delivery, the Company sold and leased the vessels back over the term of the sale-leaseback transactions. At the end of the lease terms, the Company is obligated to purchase the vessels at a pre-determined purchase price.

(iii)Leases for two 13,000 TEU vessels:

Under these arrangements, the counterparty has provided financing of $138,225,000. The 10-year lease terms began in August and September 2020, which were the vessels’ delivery dates. Lease payments include interest components based on three month LIBOR plus a 2.75% margin. At delivery, the Company sold and leased the vessels back over the term of the sale-leaseback transactions. At the end of the lease terms, the Company is obligated to purchase the vessels at a pre-determined purchase price.

(iv)Leases for two 12,000 TEU vessels:

Under these arrangements, the counterparty has provided financing of $158,400,000. The 10-year and 12-year lease terms began in October and November 2020, respectively, which were the vessels’ delivery dates. Lease payments include interest components based on three month LIBOR plus a 2.75% margin. At delivery, the Company sold and leased the vessels back over the term of the sale-leaseback transactions. The Company has the option to purchase the vessels throughout their respective lease terms at a pre-determined purchase price.

F-37

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

16.    Other financing arrangements (continued):

(v)Leases for three vessels:

In April 2021, the counterparty provided refinancing of $235,000,000 in sale-leaseback financing for three vessels ranging in size between 10,000 TEU and 13,100 TEU. The lease terms, ranging between 96 and 162 months, began in April 2021. Lease payments include interest components based on one three LIBOR plus a 2.75% margin. The Company sold and leased the vessels back over the term of the sale-leaseback transactions. At the end of the lease term, the Company is obligated to purchase the vessels at a pre-determined purchase price. The Company has the option to purchase the vessels after the second anniversary date of delivery through their respective lease terms at a pre-determined purchase price.

(vi)Leases for three 12,200 TEU vessels

In April 2021, the counterparty provided sale-leaseback financing of $243,000,000. The 12-year lease term for three of the vessels began in November 2021, April and May 2022, upon delivery of the vessels. The amounts drawn on this facility for the other two vessels relate to installments on vessel under construction. Lease payments include interest components based on one month LIBOR plus a 2.95% margin. At delivery, the Company sells and leases the vessels back over the term of the sale-leaseback transactions. At the end of the lease term, the Company is obligated to purchase the vessels at a pre-determined purchase price. The Company has the option to purchase the vessels after the second anniversary date of delivery through their respective lease terms at a pre-determined purchase price.

(vii)Leases for two 12,200 TEU vessels

In May 2021, the counterparty provided sale-leaseback financing of $162,000,000. The 10-year lease terms began in September and November 2021, which were the vessels’ delivery dates. Lease payments include interest components based on three month LIBOR plus a 2.95% margin. At delivery, the Company sold and leased the vessels back over the term of the sale-leaseback transactions. The Company has the option to purchase the vessels after the first anniversary date of delivery through their respective lease terms at a pre-determined purchase price.

(viii)Leases for six 7,000 TEU vessels

In October 2021, the counterparty provided sale-leaseback financing of $445,000,000. Lease payments include interest components based on three month LIBOR plus a 2.45% margin. At delivery, the Company will sell and lease the vessels back over the term of the sale-leaseback transactions. At the end of the lease term, the Company is obligated to purchase four of the vessels at a pre-determined purchase price. For all six vessels, the Company has the option to purchase the vessels after the first anniversary date of delivery through their respective lease terms at a pre-determined purchase price. At December 31, 2022, $49,417,000 was drawn on this facility.

(ix)Leases for eight vessels

In June 2021, the counterparty provided sale-leaseback financing of $895,320,000 for eight vessels ranging in size from 16,000 TEU to 24,000 TEU. Lease payments include interest components based on three month LIBOR plus a 2.80% margin. At delivery, the Company will sell and lease the vessels back over the term of the sale-leaseback transactions. The Company has the option to purchase the vessels after the second anniversary date of delivery through their respective lease terms at a pre-determined purchase price. At December 31, 2022, $28,800,000 has been drawn under this facility.

(x)Leases for six 15,500 TEU vessels

In August 2021, the counterparty provided sale-leaseback financing of $661,826,000. Lease payments include interest components based on one month LIBOR plus a 2.50% margin. At delivery, the Company will sell and lease the vessels back over the term of the sale-leaseback transactions. The Company has the option to purchase the vessels after the second anniversary date of delivery through their respective lease terms at a pre-determined purchase price. At December 31, 2022, no amounts have been drawn under this facility.

F-38

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

16.    Other financing arrangements (continued):

(xi)Leases for six 15,000 TEU and four 7,000 TEU vessels

In November 2021, the counterparty provided sale-leaseback financing of $889,651,000. Lease payments include interest components based on three month LIBOR plus a 2.45% margin. At delivery, the Company will sell and lease the vessels back over the term of the sale-leaseback transactions. The Company has the option to purchase the vessels after the first anniversary date of delivery through their respective lease terms at a pre-determined purchase price. At December 31, 2022, no amounts have been drawn under this facility.

(xii)Leases for two 12,000 TEU vessels

During the year ended December 31, 2022, the Company completed a sale-leaseback financing for two vessels for proceeds of $226,000,000.  Upon delivery of each vessel in October and November, the Company commenced a 13.25 year leaseback. Lease payments include interest components based on three month SOFR plus a credit spread and a 1.8% margin. The Company has the option to purchase each vessel either 5 years or 7 years and 11 months after its delivery date at a pre-determined purchase price.

(xiii)Leases for four 11,800 TEU and one 15,000 TEU vessels

Prior to the sale-leaseback of each vessel, the Company had pre-delivery financing under a secured term loan credit facility (note 13(b)). Upon delivery of each vessel during 2022, the pre-delivery financing was replaced with sale-leaseback financing for the five vessels for proceeds of $468,600,000. Upon delivery of each vessel, which occurred between June through October 2022, the Company commenced a 14 year leaseback.  Lease payments include interest components based on daily SOFR plus a credit spread and margin of 1.4%. The Company has the option to purchase each vessel 9.5 years after its delivery date at a pre-determined purchase price. 

In May 2021, the Company repaid $59,300,000 upon early termination of a sale-leaseback financing arrangement secured by a 13,100 TEU vessel.

The weighted average rate of interest, including the margin, was 6.62% at December 31, 2022 (December 31, 2021 – 3.08%).

Based on amounts funded for other financing arrangements, payments due to lessors would be as follows:

2023	$	148.2
2024	151.1
2025	147.2
2026	145.3
2027	146.6
Thereafter	1,381.3
	$	2,119.7

F-39

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

17.    Other liabilities:

	2022		2021
Asset retirement obligations(a)	$	15.9	$	37.4
Other	48.6		22.3
Other long-term liabilities	64.5		59.7
Current portion of other long-term liabilities	(13.3)		(42.0)
Other long-term liabilities	$	51.2	$	17.7

(a)Asset retirement obligations:

Asset retirement obligations were assumed as part of the APR Energy acquisition and consist of the contractual requirement to demobilize the Company’s mobile power generation sites when there is a legal obligation associated with the demobilization and the fair value of the liability can be reasonably estimated.

Asset retirement obligations, December 31, 2020	$	42.3
Liabilities acquired	7.8
Liabilities incurred	(5.0)
Provision reassessment	(7.9)
Accretion expense	0.2
Asset retirement obligations, December 31, 2021	37.4
Liabilities acquired	6.5
Liabilities incurred	(1.2)
Liabilities settled	(37.1)
Change in estimated cash flows	1.2
Provision reassessment	8.9
Accretion expense	0.2
Asset retirement obligations, December 31, 2022	$	15.9

18.    Income tax:

The Company is tax resident in the United Kingdom and consists of its containership leasing and mobile power generation segments. The effective tax rate for its containership segment is nominal, primarily due to international shipping reciprocal exemptions. Its mobile power generation segment, acquired on February 28, 2020 through APR Energy, is subject to income taxes in multiple jurisdictions.

F-40

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

18.    Income tax (continued):

Net earnings before income taxes for the year ended December 31, 2022 relates only to the foreign jurisdictions. Similarly, the Company’s income tax expense for the year ended December 31, 2022 related only to foreign jurisdictions and consists of the following:

	2022
Current tax	Domestic		Foreign		Total
Current tax expense	$	—	$	2.5	$	2.5
Deferred tax
Deferred tax expense	—		(0.1)		(0.1)
Total tax expense	$	—	$	2.4	$	2.4

	2021
Current tax	Domestic		Foreign		Total
Current tax expense	$	—	$	13.0	$	13.0
Deferred tax
Deferred tax expense	—		20.0		20.0
Total tax expense	$	—	$	33.0	$	33.0

As a result of the acquisition of APR Energy, the Company operates in countries that have differing tax laws and rates. Therefore, a consolidated weighted average tax rate will vary from year to year according to the source of earnings or losses by country and the change in applicable tax rates. Prior to the APR Energy acquisition, the Company was subject to nominal income taxes primarily due to international shipping reciprocal exemptions for the containership segment. For the year ended December 31, 2022 and December 31, 2021, the reconciliation between the effective tax rate of 0.38% and 7.61%, respectively, and the statutory UK income tax rate of 19.00% is as follows:

	2022		2021
Computed “Expected” tax expense:
Computed tax expense on income from continuing operations	$	118.7	$	82.4
Increase (reduction) in income taxes resulting from:
Certain income from containership leasing segment that is exempt from tax	(109.5)		(73.2)
Change in valuation allowance	23.2		73.5
Change in current year uncertain tax positions	(1.9)		3.5
Change in tax law	2.5		(32.0)
Foreign rate differential	(2.6)		(22.0)
Withholding taxes	(1.1)		6.8
Other, net	(26.9)		(6.0)
	$	2.4	$	33.0

F-41

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

18.    Income tax (continued):

The deferred tax assets and liabilities were as follows for the year ended December 31, 2022 and December 31, 2021:

Deferred tax assets	2022		2021
Decommission provisions	$	0.5	$	15.3
Property, plant and equipment	—		10.1
Reserves and accrued expenses	40.5		86.0
Tax losses carried forward	122.1		82.3
Interest allowance	36.1		29.0
Deferred revenue	0.7		0.4
Valuation allowance	(184.4)		(213.5)
	$	15.5	$	9.6
Deferred tax liabilities	2022		2021
Deferred job costs	$	(0.7)	$	—
Accelerated asset costs	(1.4)		(2.0)
Inflation adjustment	—		(6.4)
Other timing differences	(15.2)		(1.4)
	$	(17.3)	$	(9.8)
Net deferred tax liability	$	(1.8)	$	(0.2)

As at December 31, 2022, the Company has foreign tax losses carried forward of $495,765,000 (2021 – $331,024,000), of which $3,500,000 is recognized as a deferred tax asset. No deferred tax asset is recognised on the remaining balance of $492,266,000 on the basis that no tax benefit is expected to arise in the jurisdictions where the tax losses occurred. The material tax losses carried forward generally have no expiry date. The Company’s ability to utilize the net operating loss and tax credit carry forward may be subject to restriction in the event of past or future ownership changes as defined in Section 382 of the Internal Revenue Code and similar tax law.

Tax years that remain open to examination by some of the major jurisdictions in which the Company is subject to tax range from two to four years.

As at December 31, 2022, the Company had income tax payable of $72,252,000 (2021 – $96,900,000). This balance includes cash taxes payable and a reserve for global uncertain tax positions.

The Company’s uncertain tax positions relate primarily to items that were acquired as part of the APR Energy acquisition. Substantially all of these items are indemnified and a corresponding indemnification asset has been recorded (note 3). The Company does not presently anticipate that its provisions for these uncertain tax positions will significantly increase in the next 12 months. The Company reviews its tax obligations regularly and may update its assessment of its tax positions based on available information at the time.

F-42

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

18.    Income tax (continued):

The following table summarizes the activity related to the Company’s unrecognized tax benefits:

	2022		2021
Opening balance as at January 1,	$	96.4	$	92.9
(Decrease) Increase in unrecognized tax benefit	(16.1)		3.5
Ending balance as at December 31,	$	80.3	$	96.4

The Company recognizes interest expense and penalties related to unrecognized tax benefits as income tax expense. The Company had interest or penalties accrued in the consolidated balance sheet at December 31, 2022 and December 31, 2021.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits net operating loss (“NOL”) carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2022. In addition, the CARES Act allows NOLs incurred in tax years ending before January 1, 2019, 2020, and 2021 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company evaluated the impact of the CARES Act, and determined that on certain amended income tax returns it was able to carryback $54,459,000 in NOLs from its tax years ended December 31, 2019 and 2020 to partially offset income in the tax year ended December 31, 2018.

19.    Preferred shares and share capital:

(a)Common shares:

On February 27, 2020, upon completion of the Reorganization, the common shares of Seaspan, the predecessor of Atlas, was exchanged for Atlas common shares on a one-for-one basis. The Company has 400,000,000 Class A common shares authorized at December 31, 2022 and December 31, 2021, with a par value of $0.01 per share.

On February 28, 2020, the Company issued 29,891,266 common shares and reserved 6,664,270 common shares for holdback as part of the consideration paid for the acquisition of the shares of APR Energy (note 3). Concurrent with the acquisition, the Company issued 775,139 common shares to Fairfax to settle APR Energy’s indebtedness to Fairfax at closing.

During the year ended December 31, 2020, the Sellers returned 1,849,641 previously issued common shares to the Company and 557,139 Holdback Shares were cancelled. Of the common shares returned, 1,122,290 shares were permanently forfeited as part of post-closing purchase price adjustments. The remaining 727,351 shares are held in reserve as treasury shares. These shares may be issuable to the Sellers at a future date, subject to settlement of potential indemnified events. As of December 31, 2022, 727,351 common shares are issuable as Holdback Shares, including 727,351 shares held in treasury.

During the year ended December 31, 2022, 92,444 (December 31, 2021 – 350,138) shares were released from holdback and issued to the Sellers. Upon expiration of an indemnification, the remaining Holdback Shares of 2,749,898 were released and issued to the minority sellers in June 2022.

The Company has a dividend reinvestment program (“DRIP”) that allows interested shareholders to reinvest all or a portion of cash dividends received in the Company’s common shares. If new common shares are issued by the Company, the reinvestment price is equal to the average price of the Company’s common shares for the five days immediately prior to the reinvestment, less a discount. The discount rate is set by the Board of Directors and is currently 3%. If common shares are purchased in the open market, the reinvestment price is equal to the average price per share paid.

F-43

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

19.    Preferred shares and share capital (continued):

(b)Preferred shares:

As at December 31, 2022, the Company had the following preferred shares outstanding:

	Shares					Liquidation preference
			Dividend rate per annum		Redemption by Company permitted on or after(1)	December 31, 2022		December 31, 2021
Series	Authorized	Issued
D	20,000,000	5,093,728	7.95	%	January 30, 2018	$	127.3	$	127.3
E(2)	15,000,000	—	8.25	%	February 13, 2019	—		—
G(2)	15,000,000	—	8.20	%	June 16, 2021	—		—
H	15,000,000	9,025,105	7.875	%	August 11, 2021	225.6		225.6
I	6,000,000	6,000,000	8.00	%	October 30, 2023	150.0		150.0
J(3)	12,000,000	12,000,000	7.00	%	June 11, 2021	300.0		300.0

(1)Redeemable by the Company, in whole or in part, at a redemption price of $25.00 per share plus unpaid dividends. The preferred shares are not convertible into common shares and are not redeemable by the holder.

(2)On July 1, 2021, the Company redeemed all of its outstanding g 8.25% Series E Cumulative Redeemable Preferred Shares and outstanding 8.20% Series G Cumulative Redeemable Perpetual Preferred shares for cash at $25.00 per share plus all accrued and unpaid dividends.

(3)Dividends will be payable on the Series J Cumulative Redeemable Preferred Shares at a rate of 7.0% for the first five years after the issue date, with 1.5% increases annually thereafter to a maximum of 11.5%.

The preferred shares are subject to certain financial covenants. The Company is in compliance with these covenants on December 31, 2022.

(c)Restricted shares:

During the year ended December 31, 2022, the Company granted 5,556,610 restricted shares, to its board of directors, chairman of the board, and the Company's chief executive officer, of which nil restricted shares were forfeited. During the year ended December 31, 2021, the Company granted 75,910 restricted shares, to its board of directors, of which 11,984 restricted shares were forfeited.

(d)Restricted stock units:

During the year ended December 31, 2022, the Company granted 336,313 restricted stock units, to certain members of senior management. The restricted stock units generally vest over two years, in equal tranches. During the year ended December 31, 2022, 73,336 restricted stock units were forfeited (2021 – 35,402).

(e)Cumulative redeemable preferred shares:

Pursuant to the Fairfax Exchange as described in note 6(b), the Company exchanged $200,000,000 aggregate principal amount of the 2026 Fairfax Notes and all $100,000,000 aggregate principal amount of the 2027 Fairfax Notes for (i) 12,000,000 Series J 7.00% Cumulative Redeemable Perpetual Preferred Shares, representing total liquidation value of $300,000,000, and (ii) 1,000,000 five year warrants to purchase an equal number of shares of Atlas common stock at an exercise price of $13.71 per share. The exchanged 2026 Fairfax Notes and 2027 Fairfax Notes were subsequently cancelled.

Dividends are payable on the Series J Preferred Shares at a rate of 7.0% for the first five years after the issue, with 1.5% increases annually thereafter to a maximum of 11.5%. These warrants may be exercised within a 5-year period. The Company can also elect to require early exercise of the warrants, at any time after June 11, 2025, if the “Fair Market Value” (being defined as the volume-weighted average of the sale prices of common shares over the 20 trading days immediately prior to the day as of which Fair Market Value is being determined) of a common share equals or exceeds two times the exercise price on the third trading day prior to the date on which the Company delivers the forced exercise notice.

(f)Warrants:

In April 2022, Fairfax exercised warrants to purchase 25,000,000 common shares of Atlas. The warrants, which were originally issued on July 16, 2018, had an exercise price of $8.05 per common share for an aggregate exercise price of $201,250,000. As of December 31, 2022, Fairfax continues to hold 6,000,000 warrants.

F-44

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

20.    Earnings per share (“EPS”):

	Year ended December 31, 2022
For the year ended December 31, 2022	Earnings (numerator)		Shares (denominator)	Per share amount
Net earnings	622.3
Less preferred share dividends:
Series D	(10.1)
Series E	—
Series G	—
Series H	(17.7)
Series I	(12.0)
Series J	(21.0)
Basic EPS:
Net earnings attributable to common shareholders	$	561.5	267,148,000	$	2.10
Effect of dilutive securities:
Share-based compensation	—		2,722,000
Fairfax warrants	—		3,396,000
Holdback shares	—		2,009,000
Senior Unsecured Exchangeable Notes	—		15,475,000
Diluted EPS:
Interest on exchangeable notes	7.6
Net earnings attributable to common shareholders	$	569.1	290,750,000	$	1.96

F-45

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

20.    Earnings per share (“EPS”) (continued):

	Year ended December 31, 2021
For the year ended December 31, 2021	Earnings (numerator)		Shares (denominator)	Per share amount
Net earnings	$	400.5
Less preferred share dividends:
Series D	(10.1)
Series E	(5.5)
Series G	(8.0)
Series H	(17.8)
Series I	(12.0)
Series J	(11.7)
Basic EPS:
Net earnings attributable to common shareholders	$	335.4	246,300,000	$	1.36
Effect of dilutive securities:
Share-based compensation	—		2,433,000
Fairfax warrants	—		10,647,000
Holdback shares	—		5,572,000
Senior Unsecured Exchangeable Notes	—		902,000
Diluted EPS:
Net earnings attributable to common shareholders	$	335.4	265,854,000	$	1.26

F-46

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

20.    Earnings per share (“EPS”) (continued):

	Year ended December 31, 2020
For the year ended December 31, 2020	Earnings (numerator)		Shares (denominator)	Per share amount
Net earnings	$	192.6
Less preferred share dividends:
Series D	(10.1)
Series E	(11.2)
Series G	(16.0)
Series H	(17.8)
Series I	(12.0)
Basic EPS:
Net earnings attributable to common shareholders	$	125.5	241,502,000	$	0.52
Effect of dilutive securities:
Share-based compensation	—		541,000
Fairfax warrants	—		3,096,000
Holdback shares	—		5,375,000
Diluted EPS:
Net earnings attributable to common shareholders	$	125.5	250,514,000	$	0.50

21.    Share-based compensation:

In December 2005, Seaspan’s board of directors adopted the Seaspan Corporation Stock Incentive Plan, which was administered by Seaspan’s board of directors and, under which its officers, employees and directors could be granted options, restricted shares, phantom share units and other stock-based awards as determined by the Seaspan board of directors. Upon consummation of the Reorganization, Atlas assumed Seaspan’s equity-based compensation plans, including the Seaspan Corporation Stock Incentive Plan. Awards previously granted under the Seaspan Corporation Stock Incentive Plan are now exercisable for Atlas common shares instead of Seaspan common shares.

In connection with the Reorganization, the Seaspan Plan was amended and restated as the Atlas Corp. Stock Incentive Plan (the “Atlas Plan”). In June 2020, the Atlas Plan was amended and restated to increase the number of common shares issuable under the Atlas Plan from 5,000,000 to 10,000,000.

At December 31, 2022, there are 5,172,244 (December 31, 2021 – 1,149,008) remaining shares left for issuance under this Plan.

F-47

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

21.    Share-based compensation (continued):

A summary of the Company’s outstanding restricted shares, phantom share units, and restricted stock units as of and for the twelve months ended December 31, 2022, 2021, and 2020 are presented below:

	Restricted shares			Phantom share units			Restricted stock units			Stock options
	Number of shares	W.A. grant date FV		Number of units	W.A. grant date FV		Number of units	W.A. grant date FV		Number of options	W.A. grant date FV
December 31, 2019	67,400	$	8.15	507,001	$	12.53	576,964	$	8.01	500,000	$	2.45
Granted	1,051,492	7.84		—	—		1,824,786	7.83		1,500,000	2.57
Vested and exercised	(67,400)	8.15		(20,000)	6.85		(313,231)	9.32		—	—
Cancelled	—	—		—	—		(79,635)	9.84		—	—
December 31, 2020	1,051,492	$	7.84	487,001	$	12.76	2,008,884	$	7.57	2,000,000	$	2.54
Granted	75,910	10.79		—	—		819,381	13.44		—	—
Vested and exercised	(1,051,492)	7.84		—	—		(326,135)	10.26		—	—
Cancelled	(11,984)	10.62		—	—		(35,402)	12.45		—	—
December 31, 2021	63,926	$	10.82	487,001	$	12.76	2,466,728	$	9.10	2,000,000	$	2.54
Granted	5,556,610	14.20		—	—		336,313	14.45		—	—
Vested and exercised	(5,563,926)	14.16		(32,001)	16.37		(1,077,081)	9.41		—	—
Cancelled	—	—		—	—		(73,336)	13.65		—	—
December 31, 2022	56,610	$	14.25	455,000	$	12.51	1,652,624	$	6.16	2,000,000	$	2.54
Vested and excercisable, December 31, 2022	—	$	—	455,000	$	12.51	—	$	—	1,000,000	$	2.56

During the year ended December 31, 2022, the Company amortized $23,492,000 (2021 – $11,203,000; 2020 – $7,068,000) in share-based compensation expense related to the above share-based compensation awards.

At December 31, 2022, there was $81,733,000 (2021 – $22,392,000) of total unamortized compensation costs relating to unvested share-based compensation awards, which are expected to be recognized over a weighted-average period of 33 months.

(a)Restricted shares and phantom share units:

Common shares are issued on a one-for-one basis in exchange for the cancellation of vested and exchanged phantom share units. The restricted shares generally vest over one year and the phantom share units generally vest over three years.

During the year ended December 31, 2022, the Company granted 56,610 restricted shares to its board of directors and the restricted shares vest on January 1, 2023.

In March 2022, the Company granted 4,000,000 unrestricted, fully vested shares to the chairman of the board with a requisite service period until September 1, 2027. From the grant date to December 31, 2022, if he ceases to act as a director, other than for reason of this death or disability, the shares will be forfeited and must be returned to the Company. From January 1, 2023 to the end of the service period, except in the event of his death or disability, a pro-rated number of shares will be returned for each month less than 56 that he serves.

In June 2022, the Company granted 1,500,000 unrestricted, fully vested shares to the Company's chief executive officer with a requisite service period until December 27, 2027. From the grant date to December 31, 2022, if the chief executive officer resigns without good reason or his employment is otherwise terminated under circumstances, the shares will be forfeited and must be returned to the Company.

During the year ended December 31, 2021, the Company granted 75,910 restricted shares to its board of directors and the restricted shares vested on January 1, 2022.

(b)Restricted stock units:

The restricted stock units generally vest over two or five years, in equal tranches. Upon vesting of the restricted stock units, the participant will receive common shares.

F-48

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

21.    Share-based compensation (continued):

(b)Restricted stock units (continued):

During the year ended December 31, 2022, the Company granted 336,313 restricted stock units to certain members of senior management. The restricted stock units generally vest over two years, in equal tranches. During the year ended December 31, 2022, 23,336 restricted stock units were forfeited.

In August 2021, the Company granted certain executive officers 550,000 restricted stock units. The restricted stock units vest in five tranches annually beginning on January 3, 2022 and have a grant date fair value of $13.44 per unit. Of this, 50,000 restricted stock units were forfeited during 2022.

In June 2020, the Company granted the Chief Executive Officer (“CEO”) 1,500,000 restricted stock units. The restricted stock units vest in five tranches annually over five years beginning December 31, 2021 and have a grant date fair value of $7.25 per unit.

(c)Stock options:

In June 2020, the Company granted the CEO stock options to acquire 1,500,000 common shares at an exercise price of $7.80 per share. The stock options vest in five tranches annually over five years beginning December 31, 2021 and expire on June 24, 2030.

22.    Other information:

(a)Accounts payable and accrued liabilities:

The principal components of accounts payable and accrued liabilities are:

	2022		2021
Accrued interest	$	60.5	$	43.3
Accounts payable and other accrued liabilities	143.8		140.1
	$	204.3	$	183.4

(b)Supplemental cash flow information:

	2022		2021		2020
Interest paid	$	232.0	$	149.5	$	156.2
Interest received	6.1		3.1		5.0
Undrawn credit facility fee paid	21.4		1.9		0.8
Income taxes (recovery)/paid	(14.5)		25.7		16.8

F-49

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

22.    Other information (continued):

	2022		2021		2020
Non-cash financing and investing transactions:
APR Energy loans settled in shares	$	—	$	—	$	8.3
Asset retirement obligations liabilities incurred	—		—		5.3
Asset retirement obligations provision re-assessment	—		—		2.9
Cancellation of common shares issued on acquisition	—		—		12.5
Change in right-of-use assets and operating lease liabilities	127.2		9.6		1.2
Commencement of sales-type lease	—		343.9		57.0
Common shares issued on APR Energy acquisition	—		—		316.8
Contingent consideration asset related to APR Energy acquisition	—		—		95.2
Dividend reinvestment	—		—		0.3
Holdback Shares reserved on APR Energy acquisition	—		—		70.6
Interest capitalized on vessels under construction	2.8		4.0		—
Net assets acquired on acquisition	—		—		287.7
Purchase price adjustment related to APR Energy acquisition	—		—		4.5
Prepayments transferred to vessels upon vessel delivery	—		12.7		46.8
Reclassification on lease modification	—		—		377.4
	$	130.0	$	370.2	$	1,286.5
	2022		2021		2020
Changes in operating assets and liabilities
Accounts receivable	$	(61.6)	$	35.2	$	(17.1)
Inventories	(3.6)		0.2		(5.9)
Prepaids expenses and other, and other assets	29.1		(54.1)		(10.3)
Net investment in lease	20.5		14.9		13.3
Accounts payable and accrued liabilities	17.7		16.6		(16.4)
Settlement of decommissioning provisions	(36.9)		(6.0)		(5.9)
Deferred revenue	13.7		18.1		8.4
Income tax payable	(14.5)		(13.5)		3.9
Major maintenance	(47.5)		(38.7)		(54.6)
Other liabilities	—		18.9		(8.6)
Operating lease liabilities	(89.8)		(122.6)		(114.7)
Finance lease liabilities	(7.9)		—		—
Derivative instruments	7.4		26.5		22.5
Contingent consideration asset	3.2		6.1		18.7
	$	(170.2)	(98.4)		(166.7)

F-50

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

22.    Other information (continued):

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the amounts shown in the consolidated statements of cash flows:

	2022		2021		2020
Cash and cash equivalents	$	280.0	$	288.6	$	304.3
Restricted cash included in other assets (note 12)	11.0		38.2		38.2
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$	291.0	$	326.8	$	342.5

23.    Commitments and contingencies:

(a)Operating leases:

As at December 31, 2022, the commitment under operating leases for vessels is $571,908,000 for 2023 to 2029 and for other leases is $9,707,000 for 2023 to 2031. Total commitments under these leases are as follows:

2023	$	117.6
2024	115.9
2025	118.9
2026	117.2
2027	80.4
Thereafter	31.6
	$	581.6

For operating leases indexed to three month LIBOR, commitments under these leases are calculated using the LIBOR in place as at December 31, 2022 for the Company.

(b)Vessels under construction:

As at December 31, 2022, the Company had entered into agreements to acquire 58 vessels (December 31, 2021 – 67 vessels). The Company has outstanding commitments for the remaining installment payments as follows:

2023	$	2,438.1
2024	2,713.7
Total	$	5,151.8

(c)Letter of credit:

As at December 31, 2022, the Company has $10,350,000 (December 31, 2021 – $10,350,000) in letters of credit outstanding in support of its mobile power generation business, all of which are unused.

F-51

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

24.    Financial instruments:

(a)Fair value:

The carrying values of cash and cash equivalents, short-term investments, restricted cash, accounts receivable, income tax payable, accounts payable and accrued liabilities approximate their fair values because of their short term to maturity.

As of December 31, 2022, the fair value of the Company’s revolving credit facilities and term loan credit facilities, excluding deferred financing fees was $1,166,673,000 (December 31, 2021 – $2,326,568,000) and the carrying value was $1,232,988,000 (December 31, 2021 – $2,341,879,000). As of December 31, 2022, the fair value of the Company’s other financing arrangements, excluding deferred financing fees, was $2,061,863,000 (December 31, 2021 – $1,419,508,000) and the carrying value was $2,119,657,000 (December 31, 2021 – $1,363,098,000). The fair value of the revolving and term loan credit facilities and other financing arrangements, excluding deferred financing fees, was estimated based on expected principal repayments and interest, discounted by relevant forward rates plus a margin appropriate to the credit risk of the Company. Therefore, the Company categorized the fair value of these financial instruments as Level 2 in the fair value hierarchy.

As of December 31, 2022, the fair value of the Company’s senior unsecured notes is $1,284,702,000 (December 31, 2021 – $1,349,212,000) and the carrying value is $1,302,350,000 (December 31, 2021 – $1,302,350,000). The fair value of the Company’s Senior Unsecured Exchangeable Notes was $195,478,000 (December 31, 2021 – $209,566,000) and the carrying value was $201,250,000 (December 31, 2021 – $201,250,000) or $201,250,000 (December 31, 2021 – $196,177,000), net of debt discount. The fair value of the Company’s Senior Secured Notes was $937,455,000 and the carrying value was $1,000,000,000. The fair value was calculated using the present value of expected principal repayments and interest discounted by relevant forward rates plus a margin appropriate to the credit risk of the Company. As a result, these amounts were categorized as Level 2 in the fair value hierarchy.

The Company’s interest rate derivative financial instruments are re-measured to fair value at the end of each reporting period. The fair values of the interest rate derivative financial instruments have been calculated by discounting the future cash flow of both the fixed rate and variable rate interest rate payments. The discount rate is derived from a yield curve created by nationally recognized financial institutions adjusted for the associated credit risk. The fair values of the interest rate derivative financial instruments are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. Therefore, the Company categorized the fair value of these derivative financial instruments as Level 2 in the fair value hierarchy.

Unobservable inputs for recurring and non-recurring Level 3 disclosures are obtained from third parties whenever possible and reviewed by the Company for reasonableness.

(b)Interest rate swap derivatives:

The Company uses interest rate derivative financial instruments, consisting of interest rate swaps to manage its interest rate risk associated with its variable rate debt. If interest rates remain at their current levels, the Company expects that $891,000 and $32,721,000 would be paid and received in cash, respectively, in the next 12 months on interest rate swaps maturing after December 31, 2022.The amount of the actual settlement may be different depending on the interest rate in effect at the time settlements are made.

F-52

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

24.    Financial instruments (continued):

(b)Interest rate swap derivatives (continued):

As of December 31, 2022, the Company had the following outstanding interest rate derivatives:

Fixed per annum rate swapped for benchmark rate	Notional amount as of December 31, 2022		Maximum notional amount(1)		Effective date	Ending date
1.9250%	$	500.0	$	500.0	January 31, 2022	February 2, 2032
5.4200%	234.9		234.9		September 6, 2007	May 31, 2024
2.3875%	200.0		200.0		July 20, 2022	July 20, 2032
1.6850%	100.0		100.0		November 14, 2019	May 15, 2024
0.6300%	84.0		84.0		January 21, 2021	October 14, 2026
0.6600%	84.0		84.0		February 4, 2021	October 14, 2026
1.6490%	80.0		80.0		September 27, 2019	May 14, 2024
1.4900%	24.3		24.3		February 4, 2020	December 30, 2025

(1)Over the term of the interest rate swaps, the notional amounts increase and decrease. These amounts represent the peak notional amount over the remaining term of the swap.

In July 2022, the Company early terminated a swap with notional amount of $125,000,000 and fixed rate of 0.7270%.

(c)Financial instruments measured at fair value:

The following provides information about the Company’s financial instruments measured at fair value:

	2022		2021
Contingent consideration asset (note 12 (d))	$	43.7	$	55.3
Fair value of derivative assets
Interest rate swaps	107.1		6.1
Fair value of derivative liabilities
Interest rate swaps	1.5		28.5

There are no amounts subject to the master netting arrangements in the year ended December 31, 2022 or 2021.

F-53

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

24.    Financial instruments (continued):

(c)Financial instruments measured at fair value (continued):

The following table provides information about gains and losses included in net earnings and reclassified from accumulated other comprehensive loss (“AOCL”) into earnings:

	2022		2021		2020
(Gain) Loss recognized in net earnings:
(Gain) Loss on interest rate swaps (1)	$	(120.6)	$	(14.0)	$	36.4
(Gain) on derivative put instrument	—		(0.1)		(0.9)
(Gain) Loss on contingent consideration asset	(0.9)		5.1		(6.8)
Loss reclassified from AOCL to net earnings(2)
Interest expense	—		0.2		0.3
Depreciation and amortization	1.0		1.0		1.0

(1)For the years ended December 31, 2022, 2021 and 2020, cash flows related to actual settlement of interest rate swaps were $12,722,000, $26,758,000 and $21,789,000 respectively. These are included in investing activities on the consolidated statements of cash flows.

(2)The effective portion of changes in unrealized loss on interest rate swaps was recorded in accumulated other comprehensive loss until September 30, 2008 when these contracts were voluntarily de-designated as accounting hedges. The amounts in accumulated other comprehensive loss are recognized in earnings when and where the previously hedged interest is recognized in earnings.

The estimated amount of AOCL expected to be reclassified to net earnings within the next 12 months is approximately $1,019,000.

25.    Subsequent events:

(a)On January 5, 2023, the Company declared quarterly dividends of $0.496875, $0.492188, $0.50000, $0.43750 per Series D, Series H, Series I and Series J preferred share, respectively, representing a total distribution of $15,223,000 to all shareholders of record on January 27, 2023.

(b)On January 5, 2023, the Company declared a quarterly dividend of $0.125 per common share to all shareholders of record as of January 20, 2023.

(c)On January 13, 2023, Fairfax Financial Holdings Limited (“Fairfax”) exercised the remainder of their warrants to purchase 6,000,000 common shares of Atlas. The warrants, of which 5,000,000 were issued in April 2021 and 1,000,000 in June 2021, had exercise prices of $13.00 and $13.71 per common share respectively, for an aggregate exercise price of $78,710,000.

(d)On January 13, 2023, in connection with its exercise under an existing lease financing agreement, the Company purchased a 10,000 TEU vessel at a pre-determined purchase price of $52,690,000.

(e)On January 17, 2023, the Company completed the sale of one 4,250 TEU vessel with gross proceeds of $21,600,000. Seaspan will continue to act as a third-party vessel manager for this vessel.

(f)In February 2023, the Company accepted the delivery of one newbuild 15,000 TEU vessel, which commenced a 12-year charter upon delivery.

(g)On March 3, 2023, the Company entered into amendments and restatements of the senior secured loan facilities and intercreditor and proceeds agreement that comprise its vessel portfolio financing program to, among other things, (i) increase the commitments under the bank loan facilities by $250,000,000, $200,000,000 of which were drawn immediately and $50,000,000 of which may be drawn by the Company on or before September 3, 2023, (ii) increase the amount of total borrowing permitted relative to total assets from 65% to 75%, (iii) replace the London Interbank Offered Rate with the Secured Overnight Financing Rate as the reference interest rate, and (iv) extend the maturities of tranches due in 2026 and 2027 by approximately two years.

F-54

ATLAS CORP.

Notes to Consolidated Financial Statements (Continued)

(Tabular amounts in millions of United States dollars, except per share amount and number of shares)

Years ended December 31, 2022, 2021 and 2020

25.    Subsequent events (continued):

(h)On March 13, 2023, the Company declared quarterly dividends of $0.496875, $0.492188, $0.50000, $0.43750 per Series D, Series H, Series I and Series J preferred share, respectively, representing a total distribution of $15,223,000 to all shareholders of record on April 28, 2023.

(i)On March 13, 2023, the Company declared a quarterly dividend of $0.125 per common share to all shareholders of record as of March 20, 2023 to be paid on March 31, 2023.

F-55

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

	ATLAS CORP.
Date: March 15, 2023	By:	/s/ Graham Talbot
		Graham Talbot
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EX-4.50

Exhibit 4.50

SECOND AMENDED AND RESTATED

CREDIT AGREEMENT

    dated as of

___March 3_____, 2023

among

SEASPAN HOLDCO III LTD.,
as Borrower,

SEASPAN CORPORATION,
as Guarantor,

CITIBANK, N.A.,
as Administrative Agent

CITIBANK, N.A.,
as Structuring Agent

CITIBANK, N.A.,
as global coordinator, left lead mandated lead arranger and joint-bookrunner

BANK OF MONTREAL, BNP PARIBAS and
SOCIÉTÉ GÉNÉRALE, HONG KONG BRANCH

as mandated lead arrangers and joint-bookrunners

SOCIÉTÉ GÉNÉRALE, HONG KONG BRANCH,

as Lead Sustainability Coordinator

CITIBANK, N.A.,

BANK OF MONTREAL and

WELLS FARGO BANK, N.A.,

as Co-Sustainability Coordinators

and

THE SEVERAL LENDERS FROM TIME TO
TIME PARTY HERETO

#4866-5228-1161

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS
SECTION 1.01 Defined Terms	2
SECTION 1.02 Terms Generally	37
SECTION 1.03 Accounting Terms; Changes in GAAP	37
SECTION 1.04 Rates	38
SECTION 1.05 Letter of Credit Amounts	38
ARTICLE II COMMITMENTS
SECTION 2.01Term Loan Commitments	39
SECTION 2.02Revolving Loan Commitments.	40
SECTION 2.03Repayment Schedules.	41
SECTION 2.04Repayment of the Loans	42
SECTION 2.05Optional Prepayments	42
SECTION 2.06Mandatory Prepayments.	43
SECTION 2.07Letters of Credit	44
SECTION 2.08Interest	50
SECTION 2.09Fees	51
SECTION 2.10Evidence of Debt	52
SECTION 2.11Payments Generally; Several Obligations of Lenders	52
SECTION 2.12Sharing of Payments	53
SECTION 2.13Compensation for Losses	54
SECTION 2.14Increased Costs	54
SECTION 2.15Taxes	55
SECTION 2.16Inability to Determine Rates	56
SECTION 2.17Benchmark Replacement Setting	57
SECTION 2.18Mitigation Obligations; Replacement of Lenders	58
SECTION 2.19Cash Collateral	59
SECTION 2.20Defaulting Lenders	60
SECTION 2.21Increases in Commitments	62
ARTICLE III REPRESENTATIONS AND WARRANTIES
SECTION 3.01Status	64
SECTION 3.02Powers and authority	64
SECTION 3.03Legal validity	64
SECTION 3.04Non-conflict	64
SECTION 3.05No default	64
SECTION 3.06Authorizations	64
SECTION 3.07Financial statements	64
SECTION 3.08No misleading information	65

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SECTION 3.09No Material Adverse Effect	65
SECTION 3.10Litigation	65
SECTION 3.11Pari passu ranking	65
SECTION 3.12Taxes	65
SECTION 3.13Taxes on payments	65
SECTION 3.14Stamp duties	65
SECTION 3.15Environment	66
SECTION 3.16Security Interests	66
SECTION 3.17Security Assets	66
SECTION 3.18Collateral Vessel	66
SECTION 3.19ISM Code and ISPS Code compliance	66
SECTION 3.20No amendments to Related Contracts	66
SECTION 3.21Money Laundering	66
SECTION 3.22Anti-Corruption and Sanctions	67
SECTION 3.23Compliance with laws	67
SECTION 3.24Investments Company Act	67
SECTION 3.25Regulation U	67
SECTION 3.26Insolvency	67
SECTION 3.27Immunity	68
SECTION 3.28[Reserved]	68
SECTION 3.29Jurisdiction and governing law	68
SECTION 3.30Accounts	68
SECTION 3.31Charters	68
SECTION 3.32Ownership	68
SECTION 3.33Use of proceeds	68
SECTION 3.34Special purpose representations	68
SECTION 3.35Separateness	69
SECTION 3.36Beneficial Ownership Certification	70
ARTICLE IV CONDITIONS
SECTION 4.01Initial Borrowing Date	70
SECTION 4.02Conditions to Borrowings	73
SECTION 4.03Conditions to L/C Credit Extension	77
SECTION 4.04Conditions to Restatement	78
SECTION 4.05Post-Restatement Items	79
ARTICLE V AFFIRMATIVE COVENANTS
SECTION 5.01Financial Statements	80
SECTION 5.02Compliance Certificates	80
SECTION 5.03Valuation	81
SECTION 5.04Access to Books and Records	81
SECTION 5.05Information - miscellaneous	81

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SECTION 5.06Notification of Default	82
SECTION 5.07Know your customer checks	82
SECTION 5.08Use of websites	83
SECTION 5.09Authorizations	83
SECTION 5.10Compliance with laws	83
SECTION 5.11Pari passu ranking	84
SECTION 5.12Place of business	84
SECTION 5.13Security	84
SECTION 5.14Separateness Covenants	84
SECTION 5.15Registration of the Collateral Vessels	86
SECTION 5.16Classification and repair	86
SECTION 5.17Lawful and safe operation	87
SECTION 5.18Repair of the Collateral Vessels	88
SECTION 5.19Arrests and liabilities	88
SECTION 5.20Environment	88
SECTION 5.21Information regarding the Collateral Vessels	89
SECTION 5.22Provision of further information	90
SECTION 5.23Management	90
SECTION 5.24Charters	90
SECTION 5.25Termination of Eligible Charters	91
SECTION 5.26Scope of Obligatory Insurances	91
SECTION 5.27Obligatory Insurances	93
SECTION 5.28Power of Administrative Agent to insure	94
SECTION 5.29ISM Code	94
SECTION 5.30ISPS Code	95
SECTION 5.31Dry Docking	95
SECTION 5.32Rating	95
SECTION 5.33Taxation	95
SECTION 5.34Decarbonization Certificates	96
ARTICLE VI NEGATIVE COVENANTS
SECTION 6.01Security Interests	98
SECTION 6.02Mergers	98
SECTION 6.03Special Purpose Covenants	98
SECTION 6.04Payment of dividends	98
SECTION 6.05Vessel Substitutions	99
SECTION 6.06Vessel Dispositions and Removals	99
SECTION 6.07Year end	100
SECTION 6.08Related Contracts	100
SECTION 6.09Financial Covenants	100
SECTION 6.10Creation of Additional Security	101
SECTION 6.11No amendment to Related Contracts	101

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SECTION 6.12Anti-Corruption law	101
SECTION 6.13Sanctions	101
SECTION 6.14Additional Secured Debt	102
ARTICLE VII EVENTS OF DEFAULT
SECTION 7.01Events of Default	102
ARTICLE VIII AGENCY
SECTION 8.01Appointment and Authority	105
SECTION 8.02Rights as a Lender	106
SECTION 8.03Exculpatory Provisions	106
SECTION 8.04Reliance by Administrative Agent	107
SECTION 8.05Delegation of Duties	107
SECTION 8.06Resignation of Administrative Agent	108
SECTION 8.07Non-Reliance on Agents and Other Lenders	108
SECTION 8.08No Other Duties	108
SECTION 8.09Administrative Agent May File Proofs of Claim	109
SECTION 8.10Intercreditor Agreement	109
SECTION 8.11Erroneous Payments	109
SECTION 8.12Certain ERISA Matters.	112
ARTICLE IX MISCELLANEOUS
SECTION 9.01Notices	113
SECTION 9.02Waivers; Amendments	115
SECTION 9.03Expenses; Indemnity; Damage Waiver	117
SECTION 9.04Successors and Assigns	118
SECTION 9.05Survival	121
SECTION 9.06Counterparts; Integration; Effectiveness; Electronic Execution	121
SECTION 9.07Severability	122
SECTION 9.08Right of Setoff	122
SECTION 9.09Governing Law; Jurisdiction; Etc	123
SECTION 9.10WAIVER OF JURY TRIAL	123
SECTION 9.11Headings	124
SECTION 9.12Treatment of Certain Information; Confidentiality	124
SECTION 9.13PATRIOT Act	125
SECTION 9.14Interest Rate Limitation	125
SECTION 9.15Payments Set Aside	125
SECTION 9.16No Advisory or Fiduciary Responsibility	125
SECTION 9.17Acknowledgement and Consent to Bail-In of EEA Financial Institutions	126
SECTION 9.18QFC Provisions	126
SECTION 9.19Amendment and Restatement	128

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SCHEDULES

SCHEDULE 1.01    -     Estimated add back related to vessel depreciation

SCHEDULE 2.01    -     Commitments and Lenders

SCHEDULE 2.02    -    Concentration Limit Requirements

SCHEDULE 2.03    -    Repayment Schedule as of the Restatement Date

EXHIBITS

EXHIBIT A     -     Assignment and Assumption

EXHIBIT B    -    Compliance Certificate

EXHIBIT C    -    Identified Vessels

EXHIBIT D    -    Form of Decarbonization Certificate

EXHIBIT E    -    Form of Charterer’s Undertaking

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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 “Administrative Agent”), CITIBANK,N.A., as structuring agent (in such capacity, the “Structuring Agent”), CITIBANK, N.A., as global coordinator, and left lead mandated lead arranger and joint-bookrunner (in such capacity, the “Global Coordinator”), BANK OF MONTREAL, BNP PARIBAS and SOCIÉTÉ GÉNÉRALE, HONG KONG BRANCH, a public limited company incorporated in France, acting through its Hong Kong Branch (“Société Générale, Hong Kong Branch”), as mandated lead arrangers and joint-bookrunners (in such capacity, the “Mandated Lead Arrangers” and each a “Mandated Lead Arranger”), SOCIÉTÉ GÉNÉRALE, HONG KONG BRANCH, as lead sustainability coordinator (in such capacity, the “Lead Sustainability Coordinator”) andCITIBANK, N.A., BANK OF MONTREAL and WELLS FARGO BANK, N.A., as co-sustainability coordinators (in such capacity, the “Co-Sustainability Coordinators” and each a “Co-Sustainability Coordinator”).

W I T N E S S E T H:

WHEREAS (a) the Borrower has requested from the Lenders a revolving loan (which includes a sub-facility for the issuance of letters of credit) as set forth herein; (b) the Borrower requested on the First Restatement Date a term loan facility in an aggregate principal amount of US$940,000,000 as set forth in the First Restated Credit Agreement; and (c) the Borrower has requested from the Lenders a supplementary tranche of the term loan facility in an aggregate principal amount of US$50,000,000 as set forth herein.

WHEREAS the proceeds of the Loans and any Additional Secured Debt will be (or, in respect of the proceeds of Tranche A of the Term Loan, were) used (a) to finance the acquisition of Collateral Vessels and refinance existing indebtedness in relation to the Collateral Vessels and (b) for general corporate purposes of the Borrower and the Guarantor.

WHEREAS it is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities of the parties under the First Restated Credit Agreement, but that this Agreement amend and restate in its entirety the First Restated Credit Agreement and re-evidence the obligations and liabilities of the parties thereunder.

WHEREAS the parties are willing to amend and restate the First Restated Credit Agreement on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree as follows:

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ARTICLE I

DEFINITIONS

SECTION 1.01 Defined Terms. Capitalized terms used in this Agreement which are not otherwise defined have the meanings assigned to them in the Intercreditor Agreement. As used in this Agreement, the following terms have the meanings specified below:

“Account Bank” means, in relation to the HK Collection Account, Citibank, N.A., Hong Kong Branch, in relation to any Vessel Owner Account, such bank as may be approved by the Administrative Agent, and, in relation to all other Accounts, Bank of Montreal.

“Account Charge” means, in relation to each of the Charged Accounts, the first priority fixed charge or pledge over all such accounts given or to be given by the relevant account holder thereof in favor of and in form and substance satisfactory to the Security Trustee.

“Additional Secured Debt” has the meaning specified in the Intercreditor Agreement.

“Additional Security” means any Security Interest created pursuant to Section 6.10.

“Additional Vessel” means any vessel (other than Identified Vessels) that meets the Eligibility Criteria.

“Administrative Agent” means Citibank, N.A., acting through its Agency and Trust Division, not in its individual capacity but solely in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address as set forth in Section 9.01, or such other address as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

“Administrative Parties” means, collectively, the Global Coordinator, the Mandated Lead Arrangers, the Lead Sustainability Coordinator, the Co-Sustainability Coordinators, the Administrative Agent, the Structuring Agent and the Security Trustee.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Advance Rate” means, for any Borrowing and the Collateral Vessel related thereto, the amount calculated as a percentage of the Asset Value of such Collateral Vessel as follows: (a) in respect of a Collateral Vessel which is subject to an Eligible Charter, (i) where such Collateral Vessel is less than 5 years old, 75%, (ii) where such Collateral Vessel is equal to or more than 5 years old but less than 10 years old, 70%, and (iii) where such Collateral Vessel is equal to or greater than 10 years old, 60%; and (b) in respect of a Collateral Vessel which is not subject to an Eligible Charter, (i) where such Collateral Vessel is less than 10 years old, 60%, and (ii) where such Collateral Vessel is equal to or greater than 10 years old, 50%.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

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“Affiliate” means, with respect to a specified Person, another Person that directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent Parties” has the meaning specified in Section 9.01(d)(ii).

“Agents” means, collectively, the Administrative Agent, the Structuring Agent, the Global Coordinator, the Mandated Lead Arrangers, the Lead Sustainability Coordinator and the Co-Sustainability Coordinators.

“Agreement” has the meaning specified in the introductory paragraph hereof.

“Annex VI” means Annex VI of the Protocol of 1997 (as subsequently amended from time to time) to amend the International Convention for the Prevention of Pollution from Ships 1973 (Marpol), as modified by the Protocol of 1978 relating thereto.

“Anti-Corruption Laws” means all laws, rules, and regulations, as amended, concerning or relating to bribery or corruption, including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 (as amended), and all other material applicable anti-bribery and corruption laws, regulations or ordinances in any jurisdiction where the Obligors are located or doing business.

“Anti-Money Laundering Laws” has the meaning specfied in Section 3.21.

“Applicable Charter Margin Adjustment” means, for the relevant Margin Period, less the applicable margin adjustment per annum per the below table, where the QCC Ratio determined on the QCC Test Date immediately prior to the relevant Margin Period is represented by "X” in the table below:

		Year of QCC Test Date
		2023	2024	2025	2026	2027	2028	2029
Applicable Charter Margin Adjustment	0.0000%	0≤ X <1 vessel	0.0%≤ X <5.6%	0.0%≤ X <8.3%	0.0%≤ X <8.9%	0.0%≤ X <9.4%	0.0%≤ X <10.0%	0.0%≤ X <10.6%
	0.0150%	1 vessel ≤ X <5.6%	5.6%≤ X <11.1%	8.3%≤ X <16.7%	8.9%≤ X <17.8%	9.4%≤ X <18.9%	10.0%≤ X <20.0%	10.6%≤ X <21.1%
	0.0200%	5.6%≤ X <8.3%	11.1%≤ X <16.7%	16.7%≤ X <25.0%	17.8%≤ X <26.7%	18.9%≤ X <28.3%	20.0%≤ X <30.0%	21.1%≤ X <31.7%
	0.0250%	X ≥ 8.3%	X ≥ 16.7%	X ≥ 25.0%	X ≥ 26.7%	X ≥ 28.3%	X ≥ 30.0%	X ≥ 31.7%

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(By way of worked example, if on the QCC Test Date in 2023 there were 49 Qualifying Charter Contracts in effect on the immediately preceding QCC Test Period Date, for the Applicable Charter Margin Adjustment applicable to the immediately following Margin Period to be minus 0.0250, at least five (5) Qualifying Charter Contracts in effect as at such QCC Test Period Date would have needed to include a Sustainability Linked Charter Mechanism (i.e. because 0.083*49 = 4.067)).

“Applicable Law” means, as to any Person, all applicable Laws binding upon such Person or to which such a Person is subject.

“Applicable Percentage” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments. In respect of any Single Lender Letter of Credit, the Applicable Percentage of the applicable Single Lender Issuing Bank shall be one hundred per cent. (100%) and the Applicable Percentage of all other Lenders shall be zero.

“Applicable Performance Margin Adjustment” means for the relevant Margin Period:

SECTION 1.01plus 0.0125% per annum where the Average Collateral Vessel Delta determined on the Delta Test Date immediately prior to the relevant Margin Period is greater than +2.5%; and

(i)less 0.0125% per annum where the Average Collateral Vessel Delta determined on the Delta Test Date immediately prior to the relevant Margin Period is less than -2.5%.

“Approved Flag State” means the Republic of the Marshall Islands, the Commonwealth of the Bahamas, the Republic of Liberia, the Republic of Panama, the Commonwealth of Bermuda, the Cayman Islands, the Isle of Man, Malta, Hong Kong, the United Kingdom, the Commonwealth of Australia, Barbados, Belgium, the Republic of Cyprus, Danish International Ship Register (DIS), Germany, Gibraltar, Greece, Norwegian International Ship Register (NIS), Norway, The Netherlands, Singapore, United States of America and any other flag state approved by the Administrative Agent in writing; provided that the total number of Collateral Vessels that may be registered under the United States of America flag at any one time shall be limited to two and such Collateral Vessels shall not be qualified Jones Act vessels. The Administrative Agent shall, in giving any such approval, act on the instructions of all Lenders, unless no Lender has objected to any such other flag state within 15 days of a request for approval, in which case, the Administrative Agent shall act on the instructions of the Required Lenders.

“Approved Valuers” means H. Clarkson & Co. Ltd. and Howe Robinson Partners (or, in either case, such other appraiser as the Administrative Agent shall agree).

“Asset Value” means, in respect of any Collateral Vessel or Substitute Vessel, the greater of the DCF Value and the Market Value of such Collateral Vessel.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in substantially the form of Exhibit A or any other form approved by the Administrative Agent.

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“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.17(d).

“Average Collateral Vessel Delta” means the weighted average Collateral Vessel Delta for all Collateral Vessels when calculated on each Delta Test Date, with the weighting of each Collateral Vessel Delta to be determined by the proportion the Asset Value of the relevant Collateral Vessel multiplied by the Advance Rate for such Collateral Vessel, bears to the Borrowing Base on 31 December of the year immediately prior to the relevant Delta Test Date, calculated by the Lead Sustainability Coordinator with reference to the Decarbonization Certificate and the Compliance Data.

“Average Efficiency Ratio” and/or “AER” means, in respect of a single Collateral Vessel, such Collateral Vessel’s average efficiency ratio expressed in unit grams of CO2 per tonne-mile i.e. gCO2/dwt-nm calculated by the Lead Sustainability Coordinator with reference to the Decarbonization Certificate and the Compliance Data, as per the below formula:

AER = ∑ici / ∑idwtDi

where ci is the carbon emissions for voyage i computed using the fuel consumption with reference to the Decarbonization Certificate and the Compliance Data and carbon factor of each type of fuel set out in MEPC 63/23 Annex 8 – 2012 Guidelines on the Method of Calculation of the Attained Energy Efficient Design Index (EEDI) for New Ships as updated from time to time, dwt is the design deadweight of the Collateral Vessel, and Di is the distance travelled on voyage i. The AER is computed for all voyages performed by the relevant Collateral Vessel over the applicable 12 calendar months.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Base Rate” means, at any time, the highest of (i) the rate that the Administrative Agent announces from time to time as its prime lending rate as in effect from time to time, (ii) 0.50% in excess of the overnight federal funds rate at such time and (iii) Term SOFR as determined for an interest period of three (3) months plus 1%. For the avoidance of doubt, if the Base Rate is less than zero percent (0%), it would be deemed to be zero percent (0%) for purposes of this definition.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

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“BB Event” means, as of any BB Test Date, a BB Ratio in excess of 1.0:1.0x.

“BB Ratio” means, at any Test Date, the ratio of (a) the aggregate of (x) the outstanding Program Debt plus (y) the then mark-to-market value of any amounts payable to (but, for the avoidance of any doubt, ignoring amounts payable by) the Hedge Counterparties under any Hedging Agreements and the other Hedge Counterparties (as defined in the Intercreditor Agreement) under any other Hedging Agreements (as defined in the Intercreditor Agreement), to (b) the Borrowing Base.

“BB Test Date” means (a) each Borrowing Date; (b) each Vessel Substitution Date; (c) each Vessel Disposition Date; and (d) each Determination Date.

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.17(a).

“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(a)    the sum of (i) Daily Simple SOFR and (ii) 0.10% (10 basis points); or

(b)    the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than zero percent (0%), the Benchmark Replacement will be deemed to be zero percent (0%) for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the relevant Governmental Authority or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(a)    in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation

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thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b)    in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a)    a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in

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accordance with Section 2.17 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.17.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Bill of Sale” means, in respect of a Collateral Vessel, the relevant bill of sale (or other instrument of transfer) executed by the relevant seller in favor of the relevant Vessel Owner pursuant to the relevant Purchase Agreement.

“Borrower” means Seaspan Holdco III Ltd., a company incorporated in the Marshall Islands or such other jurisdiction approved by the Administrative Agent with the consent of all Lenders (in their reasonable discretion).

“Borrower Competitor” means each of the entities identified as a “Borrower Competitor” in writing to the Administrative Agent prior to the Restatement Date and any other Person that is a competitor of the Borrower or any of its Subsidiaries (or an affiliate of such competitor) designated by the Borrower as a “Borrower Competitor” by written notice delivered to the Administrative Agent and approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) from time to time and any of such Person’s affiliates that are readily identifiable as such by their names; provided that “Borrower Competitors” shall exclude any Person that the Borrower has designated as no longer being a “Borrower Competitor” by written notice delivered to the Administrative Agent from time to time. The list of Borrower Competitors shall be made available to any Lender upon written request to the Administrative Agent. In no event shall a supplement to the list of Borrower Competitors apply retroactively to disqualify any Persons that have previously acquired an assignment or participation interest in the Loans that was otherwise permitted prior to such permitted supplementation.

“Borrowing” means a borrowing by the Borrower of Loans.

“Borrowing Base” means, at any Test Date, the aggregate of (a) the latest Asset Value of each Collateral Vessel (other than Excluded Collateral Vessels) multiplied by the Advance Rate applicable to each such Collateral Vessel (provided that, where a Concentration Limit Event has occurred and is continuing, there shall be excluded from the Borrowing Base an amount equal to the Asset Values of Collateral Vessels solely to the extent such Asset Value exceeds the specified percentage thresholds set forth on Schedule 2.02); (b) any Additional Security multiplied by such percentage as shall be agreed between the Borrower and the Administrative Agent acting in their reasonable judgment; and (c) the then current balance of any amounts on deposit in the Collateral Account.

“Borrowing Date” means the Restatement Date and any Business Day specified in a notice pursuant to Section 2.01 or 2.02 as a date on which the Borrower requests the Lenders to make Loans hereunder.

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“Borrowing Request” means (a) a request for a Term Loan Borrowing, or (b) a request for a Revolving Loan Borrowing, which in each case shall be in such form as the Administrative Agent may approve.

“Business Day” means any day that is not a Saturday, Sunday or other day that is a legal holiday under the laws of the State of New York, the Province of British Columbia, the Province of Ontario or Hong Kong, or is a day on which banking institutions in such jurisdictions are authorized or required by Law to close; provided that when used in connection with any Borrowing Date, the term “Business Day” shall also exclude any day which is a legal holiday in Paris, Montreal and Taipei.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the Issuing Banks or Lenders, as collateral for L/C Obligations or obligations of Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and each applicable Issuing Bank shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and each applicable Issuing Bank. “Cash Collateral” shall have a meaning analogous to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Sweep Event” means a BB Event or a DSCR Cash Sweep Event.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means the acquisition, directly or indirectly, by any Person or group of Persons other than a UBO of beneficial ownership of more than 50% of the aggregate outstanding voting power of the equity interests of the Guarantor.

“Charged Accounts” means each of: (a) the Collection Account; (b) the Collateral Account; (c) the HK Collection Account; and (d) any Vessel Owner Account, and each such account shall be held with the Account Bank in the name of (in the case of any Vessel Owner Account) the relevant Vessel Owner and (in all other cases) the Borrower.

“Charter” means any charter or contract for the use, employment or operation of a vessel or the carriage of people and/or cargo or the provision of services by or from such vessel.

“Charter Guarantees” means in relation to each of the Collateral Vessels, any guarantee provided or to be provided by a Charter Guarantor in relation to a Charterer's obligations under a Charter and “CharterGuarantee” means any of them.

“Charter Guarantor” means any guarantor of a Charterer’s obligations under a Charter.

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“Charter Termination Fee” means any amount due to the Borrower or Vessel Owner from a Charterer or Charter Guarantor as a result of or in connection with the termination of a Charter.

“Charterer” means any charterer of a Collateral Vessel, and “Charterer” means any of them.

“Charterer’s Undertaking” means, in respect of any Collateral Vessel which is subject to a Charter which is a demise or bareboat charter, an undertaking from the Charterer in favor of the Security Trustee in substantially the form set out in Exhibit E (or in such other form as the Security Trustee and Borrower may agree).

“Classification Society” means Lloyds Register of Shipping, DNV GL, or any other member of the International Association of Classification Societies.

“Closing Date” means the date of the Initial Credit Agreement.

“Code” means the Internal Revenue Code of 1986.

“Collateral Vessel” means each or any, as the context may require, of the Identified Vessels and Additional Vessels which are from time to time the subject of a Borrowing or a Borrowing Request or which are otherwise mortgaged or over which security is granted to secure Program Debt, and any Substitute Vessel that has satisfied the requirements of Section 6.05, but excluding any Collateral Vessel which has been sold and which no longer constitutes part of the Security, in each case in accordance with this Agreement.

“Collateral Vessel Delta” means for each Collateral Vessel, the percentage difference between (i) that Collateral Vessel’s Average Efficiency Ratio for the relevant Delta Test Period, and (ii) the then current and applicable IMO Decarbonization Trajectory (for a vessel’s average efficiency ratio) expressed as a positive or negative percentage (+/-)% as calculated by the Lead Sustainability Coordinator with reference to the Decarbonization Certificate and the Compliance Data, on each Delta Test Date per the formula below:

△i = (AER - rs / rs) × 100

where rs is the required average efficiency ratio for the ship type and size class for the relevant calendar year period as determined by the related IMO Decarbonization Trajectory. For the sake of clarity, a positive Collateral Vessel Delta means that a Collateral Vessel is misaligned and above the then current and applicable IMO Decarbonization Trajectory (for a vessel’s average efficiency ratio). A zero or negative Collateral Vessel Delta means that a Collateral Vessel is aligned and on or below the then current and applicable IMO Decarbonization Trajectory (for a vessel’s average efficiency ratio).

“Collection Account” means the account of the Borrower maintained with Bank of Montreal with account number 0004-4624-914.

“Commitment Fee” means the fees payable by the Borrower pursuant to Sections 2.09(b) and (c).

“Commitments” means, collectively, the Term Loan Commitments and the Revolving Loan Commitments.

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“Communications” has the meaning specified in Section 9.01(d)(ii).

“Compliance Certificate” means the form of certificate attached at Exhibit B.

“Compliance Data” means all information necessary for and/or reasonably requested by the Lead Sustainability Coordinator, in order for the Lead Sustainability Coordinator (i) to calculate the AER and/or the Collateral Vessel Delta, including, without limitation, all ship fuel oil consumption data required to be collected and reported in accordance with Regulation 22A of Annex VI and any Statement of Compliance provided by a Recognized Organization, in each case relating to any relevant Collateral Vessel for the relevant Delta Test Period, and (ii) to verify the existence and suitability of a Sustainability Linked Charter Mechanism in a Qualifying Charter Contract, including, without limitation, the relevant extracts (certified by a Responsible Officer of the Borrower) of the provisions of the corresponding Qualifying Charter Contracts, in each case relating to any relevant vessel owned by the Guarantor Group for the relevant Delta Test Period.

“Concentration Limit Event” means the occurrence and continuance of any breach of the Concentration Limit Requirements.

“Concentration Limit Requirements” has the meaning specified in Schedule 2.02.

“Concentration Test Date” means each of the following dates: (a) each Borrowing Date; (b) each Vessel Substitution Date; (c) each Vessel Disposition Date; (d) any date on which a Vessel Owner proposes entering into a new Eligible Charter in respect of a Collateral Vessel; and (e) each other Test Date.

“Confidential Information” has the meaning specified in Section 9.12.

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.13 and other technical, administrative or operational matters) that the Administrative Agent decides in consultation with the Borrower may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent reasonably decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent reasonably determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides in consultation with the Borrower is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Consolidated Tangible Net Worth” means, as of any date of determination, for the Guarantor on a consolidated basis, total Shareholders’ Equity as reported in the most recently delivered balance sheet of the Guarantor and its consolidated Subsidiaries adjusted by:

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(a)    adding any subordinated debentures (being convertible debentures and other equity linked instruments which are subordinate to the rights of its unsecured creditors generally and which are akin to equity), mezzanine equity and redeemable shares;

(b)    adding the amount referred to in Schedule 1.01 for the date of such balance sheet (as the same may be adjusted from time to time to reflect the sale of any of the vessels referred to in Schedule 1.01 whether or not they are Collateral Vessels or Collateral Vessels at the date of their sale, following the date of this Agreement);

(c)    deducting any amount attributable to goodwill or any other intangible asset; and

(d)    reflecting any variation in the amount of the issued share capital of the Guarantor since the date of such balance sheet.

“Contracted Net Cash Flow” means, in respect of any Collateral Vessel and Eligible Charter, the contracted cash flow payable to the applicable Vessel Owner under such Eligible Charter, reduced by US$6,800 per day (which amount shall be escalated on an annual basis at the LTM Rate); provided that such reduction shall not apply to the calculation of the Contracted Net Cash Flow for any Collateral Vessel which is subject to a bareboat or demise charter; and provided further that Contracted Net Cash Flow in respect of any Collateral Vessel and Eligible Charter and any extension period shall be deemed to be zero to the extent that, as of the relevant date, the applicable contracted cash flow payable during such extension period (or part thereof) is uncertain or is not capable of being conclusively calculated.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings analogous thereto.

“Co-Sustainability Coordinators” means each of Citibank, N.A., Bank of Montreal and Wells Fargo Bank, N.A., in their respective capacities as co-sustainability coordinators.

“Credit Extension” means (a) a Borrowing or (b) an L/C Credit Extension.

“Daily Simple SOFR” means, for any day, (a “SOFR Rate Day”), a rate per annum equal to the greater of (a) SOFR for the day (such day, a “SOFR Determination Date”) that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website, and (b) zero percent (0%). If by 5:00 p.m. (New York City time) on the second (2nd) U.S. Government Securities Business Day immediately following any SOFR Determination Date, SOFR in respect of such SOFR Determination Date has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SOFR for no more than three (3) consecutive SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

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“DCF Value” means the sum of (i) the Present Value of Contracted Net Cash Flow in respect of the relevant Collateral Vessel, plus (ii) the Terminal Value of such Collateral Vessel.

“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Decarbonization Certificate” means the form of certificate attached at Exhibit D.

“Deed of Covenants” means, in respect of a Collateral Vessel, the deed of covenants entered into or to be entered into by the relevant Vessel Owner and the Security Trustee collateral to the Mortgage over that Collateral Vessel.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate (before as well as after judgment) equal to the applicable interest rate set forth in Section 2.08(a) plus 2.00% per annum.

“Defaulting Lender” means, subject to Section 2.20(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Bank or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or any Issuing Bank in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within two (2) Business Days after request by the Borrower or the Administrative Agent, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and, if applicable, participations in then outstanding Letters of Credit under this Agreement, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii)become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from (A) the jurisdiction of courts within the United States, or (B) with respect to any Lender that is otherwise subject to the jurisdiction of courts outside the United States, the jurisdiction of such courts, or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender, provided further that Export Development Canada shall not be deemed to be a Defaulting Lender hereunder solely by virtue of it being owned by a Governmental Authority and it benefitting from certain immunities as provided for under the Crown Liability and Proceedings Act (Canada). Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.20(b))

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upon delivery of written notice of such determination to the Borrower, each Issuing Bank and each Lender .

“Delta Test Date” means June 30 of each year, provided that if any such date shall not be a Business Day, the relevant Delta Test Date shall be the immediately succeeding Business Day.

“Delta Test Period” means the twelve (12) calendar month period commencing on January 1 ending on December 31 immediately prior to the relevant Delta Test Date.

“Determination Date” means the last day of each of February, May, August and November in each year.

“Dollar” and “$” mean lawful money of the United States.

“DSCR Cash Sweep Event” means, as of any date of determination, the failure of the DSCR Ratio as of such date to be at least equal to 1.25:1.0x.

“DSCR Ratio” means, with respect to the last two fiscal quarters for the Borrower, the ratio of: (a) EBITDA of the Borrower for such period, to (b) the aggregate amount of scheduled principal and interest payable (excluding any final payments due at maturity) in respect of Program Debt during the applicable period (whether or not actually paid during such period and disregarding any voluntary prepayments made at the Borrower’s election in accordance with Section 2.05(b)(ii)(y)), plus any Commitment Fees payable during such period, plus any amounts paid by the Borrower during such period under any Hedging Agreements.

“Earnings” means, in respect of a Collateral Vessel, all present and future moneys and claims which are earned by or become payable to or for the account of the Borrower or Vessel Owner in connection with the operation or ownership of that Collateral Vessel and including but not limited to: (a) freights, passage and hire moneys (howsoever earned); (b) remuneration for salvage and towage services; (c) demurrage and detention moneys; (d) all moneys and claims in respect of the requisition for hire of that Collateral Vessel; (e) payments received in respect of any off-hire insurance; (f) payments received pursuant to any Charter Guarantee relating to that Collateral Vessel; and (g) Charter Termination Fees or other payments in respect of the termination of any Charter, including without limitation, pursuant to legal proceedings, arbitration or other settlement arrangements.

“EBITDA” means the net income of the Guarantor (on a consolidated basis) or the Borrower, as applicable, for a Measurement Period as adjusted by:

(a)    adding back taxation;

(b)    adding back Interest Expenses;

(c)    taking no account of any extraordinary item;

(d)    excluding any amount attributable to minority interests;

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(e)    adding back depreciation and amortization, including amounts relating to operating leases but with the exception of amortization of dry-docking costs;

(f)    adding back non-cash expenses and deducting non-cash gains, including mark to market on Hedging Agreements and any other financial instruments and stock based compensation;

(g)    adding bareboat charter fees and deducting bareboat related interest income from leasing;

(h)    taking no account of any revaluation of an asset or any loss or gain over book value, whether or not arising on the disposal of an asset (otherwise than in the ordinary course of trading) by the Guarantor or the Borrower, as applicable, during that Measurement Period; and

(i)    adding proportionate distributions from unconsolidated entities to the Guarantor or the Borrower, as applicable.

“EEA Financial Institution” means, (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“EEOI” means the Energy Efficiency Operational Indicator, developed by the International Maritime Organization in order to allow shipowners to measure the fuel efficiency of a ship in operation.

“Eligibility Criteria” means: (a) such vessel shall be a container vessel that satisfies the requirements in respect of a Collateral Vessel set out in this Agreement; (b) such vessel shall be owned by (and not leased or chartered to) a Vessel Owner on the Borrowing Date; (c) its inclusion as a Collateral Vessel shall not give rise to a Default, a Concentration Limit Event, a BB Event or a DSCR Cash Sweep Event; and (d) it and any contract of employment or charter for such vessel shall comply with all requirements set out in the Loan Documents as if it was a Collateral Vessel and its owner was a Vessel Owner.

“Eligible Assignee” has the meaning given to it in Section 9.04(b).

“Eligible Charter” means any firm contract for the employment of a Collateral Vessel with a Person other than a member of the Guarantor Group which has a remaining fixed term of not less than 3 months (which shall include any extension options which (i) if at the option of the Charterer, have been exercised, (ii) if at the option of the Vessel Owner, have or have not yet been exercised and (iii) are automatically exercised (without any condition, requirement or other arrangement whereby such extension will not occur other than a determination from the Vessel Owner otherwise)), and shall include any charter providing the applicable Vessel Owner with a termination right.

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“Environmental Approvals” means any permit, license, approval, ruling, variance, exemption or other authorization required under applicable Environmental Laws.

“Environmental Laws” means any and all federal, state, local, and foreign statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions, including all common law, relating to pollution or the protection of health, safety or the environment or the release of any materials into the environment, including those related to Hazardous Materials, air emissions, discharges to waste or public systems and health and safety matters.

“Environmental Liability” means any liability or obligation, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), directly or indirectly, resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment, disposal or permitting or arranging for the disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Representative” means each Vessel Owner and the Manager together with their respective employees and all of those Persons for whom such Vessel Owner or the Manager is responsible under any Applicable Law in respect of any activities undertaken in relation to any of the Collateral Vessels.

“Equity Interests” means, as to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Event of Default” has the meaning specified in Article VII.

“Excess Risks” means, in respect of a Collateral Vessel: (a) the proportion of claims for general average, salvage and salvage charges which are not recoverable as a result of the value at which that Collateral Vessel is assessed for the purpose of such claims exceeding her hull and machinery insured value; and (b) collision liabilities not recoverable in full under the hull and machinery insurance by reason of those liabilities exceeding such proportion of the insured value of that Collateral Vessel as is covered by the hull and machinery insurance.

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“Excluded Collateral Vessels” means each of:

(i)any Collateral Vessel with respect to which (i) any Security Document to which such Collateral Vessel or the applicable Vessel Owner is subject ceases to be valid in any material respect or (ii) any Security Document creating a Security Interest in such Collateral Vessel or the applicable Vessel Owner in favor of the Security Trustee ceases to provide a perfected first priority security interest in favor of the Security Trustee in such Collateral Vessel or the applicable Vessel Owner as a result of the act or inaction of an Obligor; and

(ii)any Collateral Vessel with respect to which the registration at the registry of any Approved Flag State is cancelled or any Collateral Vessel that is arrested or otherwise detained and not released within thirty (30) days.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), and (b) any withholding Taxes imposed under FATCA.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Funds Effective Rate” means, for any day, the greater of (a) the rate calculated by the Federal Reserve Bank of New York based on such day’s Federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the Federal funds effective rate and (b) 0%.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States.

“Fee Letters” means any letter between (inter alios) any Finance Party and any Obligor which states that it is a “Fee Letter” for the purposes of this Agreement and “Fee Letter” means any of them.

“Fees” means the Commitment Fee and other fees payable pursuant to any Fee Letter.

“Finance Party” means, collectively, each Lender, each Issuing Bank, any Receiver and any Administrative Party.

“Financial Officer” means, as to any Person, the chief financial officer, principal accounting officer, treasurer or controller of such Person.

“First Restated Credit Agreement” means that certain First Amended and Restated Credit Agreement dated as of May 19, 2021 (which amended and restated the Initial Credit Agreement) by and among certain of the parties hereto, together with all amendments, supplements and other modifications thereto, as in effect immediately prior to the Restatement Date.

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“First Restatement Date” means May 19, 2021.

“Fronting Exposure” means, at any time there is a Defaulting Lender, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations with respect to Letters of Credit issued by such Issuing Bank other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“GAAP” means, subject to Section 1.03, United States generally accepted accounting principles as in effect as of the date of determination thereof.

“General Assignment” means in respect of a Collateral Vessel, the assignment of its Eligible Charter, any Charter Guarantee, any Requisition Compensation and the Earnings granted or to be granted by the relevant Vessel Owner in favor of the Security Trustee, together with any and all notices and acknowledgements entered into in connection therewith.

“Global Coordinator” means Citibank, N.A., in its capacity as global coordinator, and left lead mandated lead arranger and joint-bookrunner.

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part) or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

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“Guarantor” means Seaspan Corporation, a corporation organized and existing under the laws of the Republic of the Marshall Islands with limited liability.

“Guarantor Financial Covenants” means the requirements set forth in Section 6.09(c) to (f).

“Guarantor Group” means the Guarantor and each of its Subsidiaries.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes, and other substances or wastes of any nature regulated under or with respect to which liability or standards of conduct are imposed pursuant to any Environmental Law.

“HK Collection Account” means the account of the Borrower maintained with Citibank, N.A., Hong Kong Branch with account number 1004151018.

“Identified Vessels” means the vessels referred to in Exhibit C.

“IMO Decarbonization Trajectory” means the standard decarbonization trajectories produced or to be produced (as the case may be) from time to time by the Secretariat of the Poseidon Principles for each ship type and size class, being a representation of how many grams of CO2 a single vessel can emit to move one tonne of goods one nautical mile (gCO2/tnm) over the relevant time horizon, and on any Delta Test Date the IMO Decarbonization Trajectory shall be the most recent standard decarbonization trajectory which is applicable to the relevant Delta Test Period. The IMO Decarbonization Trajectory measured with reference to average efficiency ratio for containerships as of the date hereof (and as may be updated from time to time) is as per below:

Size (TEU)	2022	2023	2024	2025	2026	2027	2028	2029
0-999	19.532764	19.049165	18.565565	18.081965	17.598366	17.114766	16.631166	16.147566
1,000-1,999	14.367025	14.011320	13.655616	13.299912	12.944207	12.588503	12.232799	11.877094
2,000-2,999	9.720612	9.479945	9.239279	8.998612	8.757945	8.517279	8.276612	8.035945
3,000-4,999	9.128580	8.902571	8.676562	8.450553	8.224544	7.998535	7.772526	7.546518
5,000-7,999	8.306876	8.101211	7.895546	7.689881	7.484216	7.278552	7.072887	6.867222
8,000-11,999	6.839266	6.669937	6.500607	6.331278	6.161949	5.992620	5.823291	5.653962
12,000-14,500	5.363422	5.230633	5.097843	4.965053	4.832264	4.699474	4.566684	4.433894
> 14,500	3.541300	3.453623	3.365946	3.278269	3.190592	3.102915	3.015239	2.927562

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“Incremental Commitment” has the meaning specified in Section 2.21(a).

“Incremental Commitment Effective Date” has the meaning specified in Section 2.21(c).

“Incremental Lender” has the meaning specified in Section 2.21(b).

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)    all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)    all direct or contingent obligations of such Person arising under (i) letters of credit (including standby and commercial), bankers’ acceptances and bank guaranties and (ii) surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(c)    net obligations of such Person under any Hedging Agreement;

(d)    all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);

(e)    indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)    any agreement treated as a finance or capital lease in accordance with GAAP; and

(g)    all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Hedging Agreement on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Indebtedness of any Person for purposes of clause (e) that is expressly made non-recourse or limited-recourse (limited solely to the assets securing such Indebtedness) to such Person shall be deemed to be equal to the lesser of (i) the aggregate principal amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

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“Indemnitee” has the meaning specified in Section 9.03(b).

“Initial Credit Agreement” means that certain Credit Agreement dated as of May 15, 2019 by and among certain of the parties hereto, as in effect immediately prior to the “Restatement Date” as defined in the First Restated Credit Agreement.

“Insurances Assignment” means, in respect of a Collateral Vessel, the assignment of the Obligatory Insurances granted or to be granted in favor of the Security Trustee by the relevant Vessel Owner together with any and all notices and acknowledgments entered into in connection therewith.

“Insurers” means the underwriters or insurance companies with whom any Obligatory Insurances are effected and the managers of any protection and indemnity or war risks association in which any or the Collateral Vessels may at any time be entered.

“Intercreditor Agreement” means the first amended and restated intercreditor and proceeds agreement dated May 19, 2021 as amended and restated on or about the Restatement Date among, inter alios, the Borrower, the Guarantor, the Administrative Agent and the Security Trustee (as further amended and/or restated from time to time).

“Interest and Principal Coverage Ratio” means, as at any date of determination and with respect to any period, the ratio of EBITDA for such period to Interest and Principal Expense for such period.

“Interest and Principal Expense” means all Interest Expense incurred and all scheduled payments of principal (excluding any final payment thereof due on the maturity date thereof) made by the Guarantor and its consolidated Subsidiaries during a Measurement Period.

“Interest Expense” means all cash interest and cash commitment fees incurred by the Guarantor or the Borrower, as applicable, and its consolidated Subsidiaries during a Measurement Period.

“Interest Payment Date” means, in relation to the Term Loans, each Payment Date and, in relation to any Revolving Loan, the last day of each Interest Period in respect thereof, and, in all cases, the Maturity Date.

“Interest Period” means, with respect to each Borrowing and the Loans constituting the same, the period commencing on the relevant Borrowing Date and ending on (a) in the case of the Term Loan, the next Interest Payment Date, and thereafter each period commencing on the last day of the preceding Interest Period and ending on the Interest Payment Date immediately succeeding such last day; and (b) in the case of the Revolving Loans, the numerically corresponding day in the calendar month that is one, three or six months thereafter, as selected by the Borrower by notice to the Administrative Agent at least three Business Days before the beginning of such Interest Period, and thereafter each period commencing on the last day of the preceding Interest Period and ending on the date one, three or six months thereafter, as so selected by the Borrower; provided in each case that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, (iii) no Interest Period shall extend beyond the relevant Maturity Date, and (iv) if no Interest Period is specified with respect to any Revolving Loan Borrowing, the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

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“Intra Group Loan” means:

(a)    any loan or other Indebtedness advanced by an Obligor, as lender, to any other Obligor (other than the Guarantor), as borrower; and

(b)    any loan or other Indebtedness owing by the Borrower to a member of the Guarantor Group which is, as at the Closing Date, the shareholder of the owner of m.v. “Seaspan Thames”, “CMA CGM Tuticorin”, “MOL Brilliance”, “MOL Belief”, “YM World”, YM Wondrous”, “MOL Beauty” or “YM Wreath” or any other vessel owned, as at the Closing Date, directly or indirectly by Greater China Intermodal Investments LLC for purposes of adding a Collateral Vessel to the Collateral.

“Intra Group Loan Agreement” means any agreement in respect of an Intra Group Loan .

“IRS” means the United States Internal Revenue Service.

“ISM Code” means the International Safety Management Code (including the guidelines on its implementation), adopted by the International Maritime Organization Assembly as Resolutions A.741(18) and A.788(19), as the same may have been or may be amended or supplemented from time to time. The terms “safety management system”, “Safety Management Certificate”, “Document of Compliance” and “major non-conformity” shall have the same meanings as are given to them in the ISM Code.

“ISP” means the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time).

“ISPS Code” means the International Ship and Port Facility Security Code adopted by the International Maritime Organization Assembly as the same may have been or may be amended or supplemented from time to time.

“Issuing Bank” means each Lender as the Borrower may from time to time select as an Issuing Bank hereunder pursuant to Section 2.07; provided that such Lender has agreed to be an Issuing Bank.

“Joinder Agreement” means a joinder or similar agreement entered into by any Person (including any Lender) under Section 2.21 pursuant to which such Person shall provide an Incremental Commitment hereunder and (if such Person is not then a Lender) shall become a Lender party hereto.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Collateral Account” has the meaning specified in Section 2.07(k).

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“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance or renewal thereof or the extension of the expiry date thereof, or the reinstatement or increase of the amount thereof.

“L/C Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of Credit.

“L/C Documents” means, as to any Letter of Credit, each application therefor and any other document, agreement and instrument entered into by the Borrower or a Subsidiary with or in favor of the applicable Issuing Bank and relating to such Letter of Credit.

“L/C Exposure” means, at any time, the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate amount of all disbursements relating to Letters of Credit that have not been reimbursed by the Borrower.

“L/C Fee” has the meaning specified in Section 2.09(d).

“L/C Fronting Fee” has the meaning specified in Section 2.09(e).

“L/C Issuing Bank Sublimit” means, with respect to any Issuing Bank, $10,000,000 or such other amount as the Borrower and such Issuing Bank may from time to time agree, provided that the L/C Issuing Bank Sublimit in respect of any Issuing Bank which has agreed to issue Single Lender Letters of Credit only shall be the lesser of $10,000,000 and the then outstanding Revolving Loan Commitment of such Issuing Bank in its capacity as Lender.

“L/C Obligations” means, at any time, the sum of (a) the aggregate maximum undrawn amount of all outstanding Letters of Credit at such time, including any automatic or scheduled increases provided for by the terms of such Letters of Credit, determined without regard to whether any conditions to drawing could be met at that time, plus (b) the aggregate amount of all L/C Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The L/C Obligations of any Revolving Lender at any time shall be its Revolving Commitment Percentage of the total L/C Obligations at such time, provided that the L/C Obligations in respect of any Single Lender Letter of Credit and the applicable Single Lender Issuing Bank shall be the full amount of such Single Lender Letter of Credit. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Article 29(a) of the UCP or Rule 3.13 or Rule 3.14 of the ISP or similar terms of the Letter of Credit itself, or if compliant documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and “undrawn” in the amount so remaining available to be paid, and the obligations of the Borrower and each Lender shall remain in full force and effect until the Issuing Bank and the Lenders shall have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of Credit.

“L/C Sublimit” means the Total Revolving Loan Commitments. The L/C Sublimit is part of, and not in addition to, the Revolving Facility.

“Lead Sustainability Coordinator” means Société Générale, Hong Kong Branch, in its capacity as lead sustainability coordinator.

“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become party hereto pursuant to an Assignment and Assumption or Joinder Agreement, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or Joinder Agreement.

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“Letter of Credit” means any standby letter of credit issued hereunder.

“Lien” means any mortgage, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan Documents” means, collectively, this Agreement, the Intercreditor Agreement, the Hedging Agreements (in relation to the Loans), any subordination agreement entered into in connection with Section 5.02(g) of the Intercreditor Agreement, the Security Documents, any Borrowing Request, the L/C Documents, the Fee Letters, any agreement creating or perfecting rights in the Cash Collateral pursuant to the provisions of Section 2.19 and any other documents entered into in connection herewith.

“Loans” means, collectively, the Term Loan and the Revolving Loans.

“LTM Rate” means the most recent US CPI rate as published by the U.S. Bureau of Labor Statistics, provided that the applicable indexation will have a floor of 0% p.a. and a cap of 3% p.a..

“Management Agreement” means each management agreement between a Vessel Owner and the Manager in respect of a Collateral Vessel, as the same may be amended from time to time in accordance with this Agreement.

“Management Agreement Assignment” means each assignment of a Management Agreement granted or to be granted in favor of the Security Trustee by a Vessel Owner with any and all notices and acknowledgements entered into in connection therewith.

“Manager” means Seaspan Management Services Ltd. 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 from time to time, provided that V.Group, Anglo-Eastern and Bernhard Schulte Shipmanagement are so approved for these purposes.

“Manager's Undertaking” means, in respect of each Collateral Vessel, a letter of undertaking to be issued by the Manager to the Security Trustee confirming it shall not make a claim to security ranking ahead of the Lenders' security in respect of that Collateral Vessel in form and substance satisfactory to the Administrative Agent.

“Mandated Lead Arrangers” means each of Bank of Montreal, BNP Paribas and Société Générale, Hong Kong Branch, in their respective capacities as mandated lead arrangers and joint-bookrunners.

“Margin” means, for any Loan, (i) from the Restatement Date until September 4, 2023, with respect to any Revolving Loan 2.0125% per annum and with respect to any Term Loan 1.8125% per annum, and (ii) for any Margin Period thereafter, the aggregate of:

(a)    the Margin applicable in the immediately preceding Margin Period; and

(b)    any Applicable Performance Margin Adjustment for the relevant Margin Period; minus

(c)    any Applicable Charter Margin Adjustment in the immediately preceding Margin Period; plus

(d)    any Applicable Charter Margin Adjustment for the relevant Margin Period,

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save that the collective aggregate of the foregoing (b), (c) and (d) may not (A) exceed 0.025% per annum or (B) be less than -0.025% per annum, in each case for any single Margin Period (relative to the prior Margin Period),

provided that, the collective aggregate of the foregoing paragraphs (a), (b), (c) and (d) shall not (X) exceed 1.85% per annum with respect to any Term Loan, and 2.05% per annum with respect to a Revolving Loan in each case for any single Margin Period, or (Y) be less than 1.75% per annum with respect to any Term Loan and less than 1.95% per annum with respect to a Revolving Loan, in each case for any single Margin Period,

and provided further that, where the Borrower fails to deliver any of the Compliance Data, other items contemplated by Section 5.34(a) hereof and/or any Decarbonization Certificate required by this Agreement, in order to determine any Applicable Charter Margin Adjustment for the relevant Margin Period, the foregoing paragraphs (b), (c) and (d) shall collectively be set at 0.0125%.

“Margin Period” means each 12 month period commencing on the September 5 Interest Payment Date which follows a Delta Test Date and ending on September 4, the following year (or if earlier, the Maturity Date).

“Market Value” means, in respect of any Collateral Vessel, the average of the two values of such Collateral Vessel provided by the Approved Valuers.

“Material Adverse Effect” means a material adverse effect on (a) the ability of the Borrower to perform its Obligations, (b) the legality, validity, binding effect or enforceability against the Borrower of any Loan Document to which it is a party or (c) the rights, remedies and benefits available to, or conferred upon, the Administrative Parties, any Lender or any Hedge Counterparties under any Loan Documents.

“Maturity Date” means the date falling five (5) years after the Restatement Date or, if such date is not a Business Day, on the immediately preceding Business Day.

“Maximum Rate” has the meaning specified in Section 9.14.

“Measurement Period” means, at any time, the last four fiscal quarters for the Guarantor or the Borrower, as applicable.

“Minimum Collateral Amount” means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 102% of the Fronting Exposure of all Issuing Banks with respect to Letters of Credit issued and outstanding at such time and (ii) otherwise, a lower amount determined by the Administrative Agent and the Issuing Banks in their sole discretion.

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“Mortgage” means, in respect of a Collateral Vessel, the first priority or first preferred ship mortgage, each given or to be given by the relevant Vessel Owner in favor of the Security Trustee and registered with the Approved Flag State registry of such Collateral Vessel.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all or all affected Lenders in accordance with the terms of Section 9.02 and (b) has been approved by the Required Lenders.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower arising under any Loan Document or Hedging Agreement or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower or any other Obligor thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the foregoing, the Obligations include (a) the obligation to pay principal, interest, Letter of Credit commissions, charges, expenses, fees, indemnities and other amounts payable by the Borrower under any Loan Document or Hedging Agreement and (b) the obligation of the Borrower to reimburse any amount in respect of any of the foregoing that the Administrative Agent or any Lender, in each case in its sole discretion, may elect to pay or advance on behalf of the Borrower.

“Obligatory Insurances” means, in respect of each Collateral Vessel: (a) all contracts and policies of insurance and all entries in clubs and/or associations which are from time to time required to be effected and maintained in accordance with this Agreement in respect of each of the Collateral Vessels; and (b) all benefits under the contracts, policies and entries under subsection (a) above and all claims in respect of them and the return of premiums.

“Obligor” means the Borrower, the Guarantor and the Vessel Owners.

“Organizational Documents” means (a) as to any corporation, the charter or certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) as to any limited liability company, the certificate or articles of formation or organization and operating or limited liability agreement and (c) as to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document.

“Participant” has the meaning specified in Section 9.04(d).

“Participant Register” has the meaning specified in Section 9.04(d).

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“PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“Payment Date” means each March 5, June 5, September 5, December 5 commencing on March 5, 2023, provided that if any such date is not a Business Day, the relevant Payment Date shall be the immediately succeeding Business Day.

“Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Permitted Liens” means, in respect of a Collateral Vessel: (a) Security Interests created by the Security Documents; (b) liens for unpaid crew's wages including wages of the master and stevedores employed by the Collateral Vessel, outstanding in the ordinary course of trading for not more than one calendar month after the due date for payment; (c) liens for salvage; (d) liens for classification or scheduled dry docking or for necessary repairs to that Collateral Vessel that in each case are outstanding for not more than one month; (e) liens for collision; (f) liens for master's disbursements incurred in the ordinary course of trading; (g) statutory and common law liens of carriers, warehousemen, mechanics, suppliers, materials men, repairers or other similar liens, including maritime liens, in each case arising in the ordinary course of business, outstanding for not more than one month and (h) liens for damages arising from maritime torts which are unclaimed, or are covered by insurance and any deductible applicable thereto, or in respect of which a bond or other security has been posted on behalf of the relevant Vessel Owner with the appropriate court or other tribunal to prevent the arrest or secure the release of such Collateral Vessel from arrest; provided that in the case of subsections (b) to (g) inclusive the amounts which give rise to such liens are paid when due (or, in the case of subsections (b) or (g) above, within one month of such amount being outstanding) or, if not paid when due are being disputed in good faith by appropriate proceedings (and for the payment of which adequate reserves or security are at the relevant time maintained or provided), provided further that such proceedings, whether by payment of adequate security into court or otherwise, do not give rise to a material risk of the relevant Collateral Vessel or any interest therein being seized, sold, forfeited or otherwise lost or of criminal liability on an Indemnitee.

“Platform” means Debt Domain, Intralinks, Syndtrak, DebtX or a substantially similar electronic transmission system.

“Poseidon Principles” means the financial industry framework for assessing and disclosing the climate alignment of ship finance portfolios published in June 2019 as the same may be amended or replaced to reflect changes in applicable law or regulation or the introduction of or changes to mandatory requirements of the International Maritime Organization from time to time.

“Prepayment Notice” means a notice by the Borrower to prepay Loans, which shall be in such form as the Administrative Agent may approve.

“Present Value of Contracted Net Cash Flow” means, in respect of any Collateral Vessel and Eligible Charter, the Contracted Net Cash Flow in respect thereof discounted using a discount rate of 10% per annum (or, where the Terminal Value provider is VesselsValue, 8% per annum).

“Program Debt” has the meaning specified in the Intercreditor Agreement.

“Program Debt Documents” means (a) the credit agreement originally dated 30 December 2019 between, among others, the Borrower, the Guarantor, the Administrative Agent and the Lenders (as defined therein) party thereto from time to time, as first amended and restated on May 19, 2021 and as second amended and restated on the Restatement Date (the “Existing Program Debt Documents”), and (b) any other Additional Debt Document.

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“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Purchase Agreement” means, in respect of a Collateral Vessel, the memorandum of agreement or purchase agreement entered into or to be entered into between the relevant seller of such Collateral Vessel and the Vessel Owner, as buyer.

“QCC Ratio” means on any QCC Test Date, the proportion expressed as a percentage of: (i) the number of Qualifying Charter Contracts which were in effect on the immediately preceding QCC Test Period Date and which contained a Sustainability Linked Charter Mechanism, to (ii) the total number of Qualifying Charter Contracts which were in effect on the immediately preceding QCC Test Period Date.

“QCC Test Date” means June 30 of each year following the respective QCC Test Period Date, provided that if any such date shall not be a Business Day, the relevant QCC Test Date shall be the immediately succeeding Business Day.

“QCC Test Period Date” means December 31 of each year, measuring the QCC Ratio as at that date.

“Qualifying Charter Contracts” (QCC) means any firm contract for the employment of a Collateral Vessel with a Person other than a member of the Guarantor Group, which has a remaining fixed term of not less than 6 months (which shall include any extension options which (i) if at the option of the Charterer, have been exercised, (ii) if at the option of the relevant Vessel Owner, have or have not yet been exercised and (iii) are automatically exercised (without any condition, requirement or other arrangement whereby such extension will not occur other than a determination from the relevant Vessel Owner otherwise)), and shall include any charter providing the applicable Vessel Owner with a termination right.

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets appointed under any Security Document.

“Recipient” means (a) the Administrative Agent, (b) any Lender or (c) any Issuing Bank, as applicable.

“Recognized Organization” means, in respect of a Collateral Vessel, an organization approved by the maritime administration of the Collateral Vessel’s flag state to verify that the ship energy efficiency management plans of vessels registered in such flag state are in compliance with Regulation 22A of Annex Vl and to issue “statements of compliance for fuel consumption reporting” confirming that vessels registered in such flag state are in compliance with that regulation, including any Classification Society.

“Register” has the meaning specified in Section 9.04(c).

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“Related Contracts” means any or all of the following (as the context requires): (a) the Obligatory Insurances; (b) the Eligible Charters; (c) the Management Agreements; and (d) the Charter Guarantees.

“Related Parties” means, with respect to any Person, such Person’s Affiliates, head office, other branches and regional offices, and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates, head office, other branches and regional offices.

“Relevant Vessel” has the meaning specified in Section 4.02(a)(ii).

“Relevant Vessel Owner” has the meaning specified in Section 4.02(a)(iii).

“Repayment Schedule” means the repayment schedule prepared in accordance with Section 2.03.

“Required Deductible Amount” means, in respect of the Obligatory Insurances for a Collateral Vessel, an amount not to exceed the following amounts:

(◦)in respect of hull cover, US$1,000,000;

(◦)in respect of crew cover, US$30,000;

(◦)in respect of collision cover, US$150,000;

(◦)in respect of cargo cover, US$78,000; and

(◦)in respect of any other cover, US$150,000.

“Required Insurance Amount” means, in respect of a Collateral Vessel, the amount which is 120% of the product of (i) the proportion of the Market Value of such Collateral Vessel to the total Market Value of all Collateral Vessels, multiplied by (ii) the aggregate of the total outstanding amount of the Secured Obligations plus (without duplication) the aggregate Revolving Loan Commitments. For these purposes, the Market Value of such Collateral Vessel shall be calculated as of the date on which such Collateral Vessel is added to the Security Assets and thereafter as of the date of the annual renewal of the relevant Obligatory Insurances (taking into account any updated valuations).

“Required Lenders” means, at any time, Lenders holding more than 50% of the sum of (i) the aggregate principal amount of the Term Loan outstanding and (ii) the Total Revolving Loan Commitments then in effect. The outstanding Loans and Commitments of any Defaulting Lender shall be disregarded in determining the “Required Lenders” at any time.

“Required Revolving Lenders” means, at any time, Lenders holding more than 50% of the Total Revolving Loan Commitments then in effect. The Revolving Loan Commitments of any Defaulting Lender shall be disregarded in determining the “Required Revolving Lenders” at any time.

“Requisition Compensation” means, in respect of a Collateral Vessel, all moneys or other compensation payable by reason of requisition for title to, or other compulsory acquisition of, that Collateral Vessel including requisition for hire.

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“Resignation Effective Date” has the meaning specified in Section 8.06(a).

“Resolution Authority” means, an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means (a) the chief executive officer, president, executive vice president or a Financial Officer of the Borrower, (b) solely for purposes of the delivery of incumbency certificates and certified Organizational Documents and resolutions pursuant to Section 4.01, any vice president, secretary or assistant secretary of the Borrower and (c) solely for purposes of Borrowing Requests, requests for L/C Credit Extensions, certifying extracts of Qualifying Charter Contracts for the purposes of any Compliance Data, prepayment notices and notices for Commitment terminations or reductions given pursuant to Article II, any other officer or employee of the Borrower so designated from time to time by one of the officers described in clause (a) in a notice to the Administrative Agent (together with evidence of the authority and capacity of each such Person to so act in form and substance satisfactory to the Administrative Agent). Any document delivered hereunder that is signed by a Responsible Officer of the Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership or other action on the part of the Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower.

“Restatement Date” means the date on which each of the conditions specified in Section 4.04 is satisfied (or waived in accordance with Section 9.02), such date being ____________, 2023.

“Revolving”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are made pursuant to Section 2.01.

“Revolving Commitment Percentage” means, with respect to any Revolving Lender, the percentage which such Revolving Lender’s Revolving Loan Commitment then constitutes of the Total Revolving Loan Commitments.

“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Loans and such Lender’s participation in L/C Obligations at such time.

“Revolving Facility” means the Revolving Loan Commitments and all Credit Extensions thereunder.

“Revolving Lender” means each Lender having a Revolving Loan Commitment.

“Revolving Loan” means a loan made by a Lender to the Borrower pursuant to Section 2.02(a).

“Revolving Loan Availability Period” means the period from the Restatement Date to but excluding the Maturity Date.

“Revolving Loan Commitment” means, as to each Revolving Lender, the obligation of such Lender to make, on and subject to the terms and conditions hereof, Revolving Loans to the Borrower pursuant to Section 2.02 in an aggregate principal amount at any one time outstanding up to but not exceeding the amount set forth opposite the name of such Lender in Schedule 2.01 under the heading “Revolving Loan Commitment” or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Loan Commitment, as applicable, as such amount may be reduced pursuant to Sections 2.05 or 2.06 or increased or reduced pursuant to assignments effected in accordance with Section 9.04.

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“Sanctioned Jurisdiction” means, at any time, a country or territory that is the subject of Sanctions.

“Sanctioned Person” means, at any time, (a) any Person listed in, or acting on behalf of a Person listed in, any Sanctions related list maintained by any Sanctions Authority, (b) any Person located, organized, or resident in a Sanctioned Jurisdiction, or (c) any other subject of Sanctions, including, without limitation, any Person controlled or 50 percent or more owned in the aggregate, directly or indirectly, by any subject or subjects of Sanctions.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by any Sanctions Authority.

“Sanctions Authority” means the United States (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the U.S. Department of Commerce or through any existing or future statute or Executive Order), the United Kingdom (including, without limitation, His Majesty’s Treasury), the European Union and any EU member state, the French Republic, the United Nations Security Council, Canada, Australia (including without limitation, the Department of Foreign Affairs and Trade) and Hong Kong Monetary Authority and any other governmental authority with jurisdiction over the Obligors.

“Sanctions Target” means a Sanctioned Person or Sanctioned Jurisdiction.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Security Assets” means any asset which is the subject of a Security Interest created by a Security Document.

“Security Documents” means: (a) the Mortgages; (b) the Deeds of Covenant; (c) the Insurances Assignments; (d) the Management Agreement Assignments; (e) the General Assignments; (f) the Account Charges; (g) the Manager's Undertakings; (h) the Share Pledges; (i) any Charterer’s Undertakings; (j) any Additional Security; and (k) any other document designated as such in writing by the Borrower or any Vessel Owner and the Administrative Agent; in each case together with any and all notices and acknowledgements entered into and in connection therewith.

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

“Security Trustee” means UMB Bank, National Association.

“Shareholders’ Equity” means, as of any date of determination, consolidated shareholders’ equity of the Borrower and its Subsidiaries as of such date determined in accordance with GAAP.

“Share Pledge” means, in relation to the Borrower and each Vessel Owner, each first priority charge, pledge or mortgage or equivalent over the shares in the Borrower or Vessel Owner (as the case may be) to be given by: (a) in the case of the Borrower, the Guarantor; and (b) in the case of each Vessel Owner, the Borrower, in each case in favor of and in form and substance satisfactory to the Security Trustee and “Share Pledges” means all such share pledges.

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“Single Lender Issuing Bank” means the Issuing Bank in respect of any Single Lender Letter of Credit.

“Single Lender Letter of Credit” means a Letter of Credit issued pursuant to Section 2.02(c) for which the applicable Issuing Bank has no Fronting Exposure to any other Lender.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the Federal Reserve Bank of New York’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Loan” means a Loan that bears interest at a rate based on Term SOFR, other than pursuant to clause (iii) of the definition of “Base Rate”.

“Statement of Compliance” means a Statement of Compliance related to fuel oil consumption pursuant to regulations 6.6 and 6.7 of Annex VI.

“Subsidiary” of a Person means a corporation, partnership, limited liability company, association or joint venture or other business entity of which a majority of the Equity Interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time owned or the management of which is controlled, directly, or indirectly through one or more intermediaries, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Substitute Vessel” has the meaning set forth in Section 6.05.

“Sustainability Linked Charter Mechanism” means, in the sole opinion of the Lead Sustainability Coordinator, acting reasonably, a qualifying contractual provision of a Qualifying Charter Contract providing for the relevant charter rate to be increased and/or reduced, by an amount which is not less than 0.5% of the relevant initial charter rate, and where any such increase and reduction in the charter rate is subject to and dependent on the alignment of the relevant vessel’s carbon intensity, measured by that vessel’s AER, EEOI, or some other broadly accepted emissions metric which would be assessed and aligned with the International Maritime Organization’s GHG trajectory.

“Swap” means any trade or transaction entered into by the Borrower and a Hedge Counterparty under or pursuant to a Hedging Agreement.

“Swap Termination Value” means, in respect of any one or more Swaps, after taking into account the effect of any legally enforceable netting agreement relating to such Swaps, (a) for any date on or after the date such Swaps have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swaps, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swaps (which may include a Lender or any Affiliate of a Lender).

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“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Terminal Value” means, in respect of any Collateral Vessel: (a) the present value (using a discount rate of 10% per annum) of the forward projected value for such Collateral Vessel as at the maturity of the relevant Eligible Charter (which shall, for these purposes, take account of any extension option which is included for the purposes of the definition of Eligible Charter for such Collateral Vessel) as provided by Maritime Strategies International Ltd; or (b) if the Borrower has elected that VesselsValue valuations shall be used for all Collateral Vessels on the applicable calculation date, the fixed age valuation for such Collateral Vessel as at the maturity of the relevant Eligible Charter (which shall, for these purposes, take account of any extension option which is included for the purposes of the definition of Eligible Charter for such Collateral Vessel) as provided by VesselsValue (with no discount rate applicable). Where the Eligible Charter of any Collateral Vessel has been extended and the Terminal Value on any Test Date would otherwise be calculated on the basis of valuations which pre-date such extension, the Borrower shall be permitted to obtain an updated valuation for such Collateral Vessel which shall be used for the purposes of calculating the Terminal Value of such Collateral Vessel.

“Term Lender” means each Lender which has a Term Loan Commitment.

“Term Loan” has the meaning set forth in Section 2.01 and refers to, for the avoidance of doubt, Tranche A of the Term Loan made to the Borrower pursuant to the First Restated Credit Agreement and Tranche B to the extent borrowed hereunder pursuant to Section 2.01.

“Term Loan Commitment” means, as to each Term Lender:

(a) in respect of Tranche A of the Term Loan, the obligation of such Lender to make, on and subject to the terms and conditions of the First Restated Credit Agreement, Tranche A to the Borrower pursuant to Section 2.01(b) of the First Restated Credit Agreement in an aggregate principal amount up to but not exceeding the amount set forth opposite the name of such Lender in Schedule 2.01 under the heading “Term Loan Commitment – Tranche A” or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Term Loan Commitment, as applicable, as such amount may be reduced pursuant to Sections 2.05 or 2.06 or increased or reduced pursuant to assignments effected in accordance with Section 9.04 (such Term Lender’s “Tranche A Commitment”).

(b) in respect of Tranche B of the Term Loan, the obligation of such Lender to make, on and subject to the terms and conditions hereof, Tranche B to the Borrower pursuant to Section 2.01(b) in an aggregate principal amount up to but not exceeding the amount set forth opposite the name of such Lender in Schedule 2.01 under the heading “Term Loan Commitment – Tranche B” or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Term Loan Commitment, as applicable, as such amount may be reduced pursuant to Sections 2.05 or 2.06 or increased or reduced pursuant to assignments effected in accordance with Section 9.04 (such Term Lender’s “Tranche B Commitment”).

“Term Loan Required Payments” has the meaning given in Section 2.03(b)(i).

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“Term SOFR” means the Term SOFR Reference Rate for a tenor of three (3) months on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day; provided, further, that if Term SOFR determined as provided above (including pursuant to the proviso above) shall ever be less than zero percent (0%), then Term SOFR shall be deemed to be zero percent (0%).

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Test Date” means: (a) any BB Test Date; and (b) any Determination Date.

“Total Assets” means, in respect of the Guarantor on a consolidated basis, the following, in each case as indicated on the most recently delivered financial statement of the Guarantor and its consolidated Subsidiaries:

(◦)all of the assets of the types presented on its consolidated balance sheet; less

(◦)assets under any vessel construction or ship purchase agreement (including novation and assignment and assumption agreements) that the Guarantor or any of its Subsidiaries is required to record on its books under GAAP even though such entity is no longer the legal owner of the vessel or legally obligated to take delivery of the vessel.

“Total Borrowings” means, in respect of the Guarantor on a consolidated basis and without duplication, in each case as indicated on the most recently delivered financial statement of the Guarantor and its Subsidiaries, the aggregate of the following:

(◦)the outstanding principal amount of any moneys borrowed; plus

(◦)the outstanding principal amount of any acceptance under any acceptance credit; plus

(◦)the outstanding principal amount of any bond, note, debenture or other similar instrument; plus

(◦)the book values of indebtedness under a lease, charter, hire purchase agreement or other similar arrangement which would, in accordance with GAAP, be treated as a finance or capital lease; plus

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(◦)the outstanding principal amount of all moneys owing in connection with the sale or discounting of receivables (otherwise than on a non-recourse basis or which otherwise meet any requirements for de-recognition under GAAP); plus

(◦)the outstanding principal amount of any indebtedness arising from any deferred payment agreements arranged primarily as a method of raising finance or financing the acquisition of an asset (except trade payables); plus

(◦)any fixed or minimum premium payable on the repayment or redemption of any instrument referred to in clause (c) above; and plus

(◦)the outstanding principal amount of any indebtedness of any Person other than a Subsidiary of the Guarantor of a type referred to in the above clauses of this definition which is the subject of a guarantee (or other agreement by which recourse is granted to the Guarantor) given by the Guarantor to the extent that such guaranteed indebtedness is determined and given a value in respect of the Guarantor on a consolidated basis in accordance with GAAP.

Notwithstanding the foregoing, “Total Borrowings” shall not include (a) Indebtedness or obligations arising from derivative transactions, such as protecting against interest rate or currency fluctuations or (b) Indebtedness under any vessel construction or ship purchase agreement (including novation and assignment and assumption agreements) that the Guarantor is required to record on its books under GAAP even though the Guarantor is no longer the legal owner of the vessel or legally obligated to take delivery of the vessel.

“Total Loss” means in relation to a Collateral Vessel:

(a)    actual, constructive, compromised, agreed or arranged total loss of that Collateral Vessel;

(b)    requisition for title or other compulsory acquisition of that Collateral Vessel otherwise than by requisition for hire;

(c)    capture, seizure, arrest, detention, or confiscation of that Collateral Vessel by any government or by Persons acting or purporting to act on behalf of any government or by any other Person which deprives the Vessel Owner of that Collateral Vessel or as the case may be the Charterer of the use of that Collateral Vessel for more than sixty (60) days after that occurrence; and

(d)    requisition for hire of that Collateral Vessel by any government or by Persons acting or purporting to act on behalf of any government which deprives the Vessel Owner or as the case may be the Charterer of the use of that Collateral Vessel for a period of sixty (60) days, other than a Charter of the Collateral Vessel to a government or government agency approved by the Borrower and by the Administrative Agent.

“Total Revolving Loan Commitment” means, at any time, the sum of the Revolving Loan Commitments at such time.

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“Tranche A” has the meaning set forth in Section 2.01. As of the Restatement Date, the outstanding principal amount of Tranche A of the Term Loan is US$578,000,000.

“Tranche A Commitment” has the meaning set forth in the definition of “Term Loan Commitment”.

“Tranche B” has the meaning set forth in Section 2.01.

“Tranche B Commitment” has the meaning set forth in the definition of “Term Loan Commitment”.

“Tranche B Availability Period” means the period from the Restatement Date to but excluding the Tranche B Availability Termination Date.

“Tranche B Availability Termination Date” means the date falling six (6) months after the Restatement Date (or, if such date is not a Business Day, on the next preceding Business Day).

“UBO” means (a) any of Kyle Washington, Kevin Washington, Dennis Washington or any of their estate, spouse, and/or descendants; (b) any trust for the benefit of the Persons listed in (a); (c) Fairfax Financial Holdings Limited; (d) Ocean Network Express Pte. Ltd.; (e) an Affiliate of any of the Persons listed in (a), (b), (c) or (d); or (f) a combination of the foregoing.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“United States” and “U.S.” mean the United States of America.

“Unrelated Parties” has the meaning given in Section 3.35.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“Vessel Disposition” has the meaning given to such term in Section 6.06.

“Vessel Disposition Date” means the date of any Vessel Disposition in accordance with the requirements set forth in Section 6.06.

“Vessel Owner” means any special purpose company that owns a Collateral Vessel and the entire issued share capital of which is acquired or to be acquired by the Borrower.

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“Vessel Owner Account” means, in respect of any Vessel Owner, any account in the name of the applicable Vessel Owner opened or to be opened with the Account Bank into which Earnings shall be paid, as more particularly described in the relevant Account Charge relating thereto.

“Vessel Substitution Date” means the date of any vessel substitution in accordance with the requirements set forth in Section 6.05.

“Wholly-Owned” means, as to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (a) director’s qualifying shares and (b) shares issued to foreign nationals to the extent required by Applicable Law) are owned by such Person and/or by one or more Wholly-Owned Subsidiaries of such Person.

“Withholding Agent” means the Borrower and the Administrative Agent.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

SECTION 1.02 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” The word “or” is not exclusive. The word “year” shall refer (i) in the case of a leap year, to a year of three hundred sixty-six (366) days, and (ii) otherwise, to a year of three hundred sixty-five (365) days. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.03 Accounting Terms; Changes in GAAP.

(i)Accounting Terms. Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall be construed in conformity with GAAP as in effect on the Closing Date. Financial statements and other information required to be delivered by the Borrower to the Lenders pursuant to Sections 5.01(a) and 5.01(b) shall be prepared in accordance with GAAP as in effect at the time of such preparation. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded. Notwithstanding any changes in GAAP after the Closing Date, any lease of the Obligors that would be characterized as an

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operating lease under GAAP as in effect on the Closing Date (whether such lease is entered into before or after the Closing Date) shall not constitute Indebtedness or a capital lease (and shall continue to be characterized as an operating lease) under this Agreement or any other Loan Document as a result of such changes in GAAP.

(ii)Changes in GAAP. If the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

SECTION 1.04 Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Term SOFR Reference Rate or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

SECTION 1.05 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the amount of such Letter of Credit available to be drawn at such time; provided that with respect to any Letter of Credit that, by its terms or the terms of any L/C Document related thereto, provides for one or more automatic increases in the available amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum amount is available to be drawn at such time.

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ARTICLE II

COMMITMENTS

SECTION 2.01 Term Loan Commitments.

(i)Term Loan.

(1)On the First Restatement Date, each Term Lender severally, and not jointly with the other Term Lenders, agreed, upon the terms and subject to the conditions herein set forth, to make term loans denominated in US Dollars (“Tranche A”) available to Borrower in an aggregate principal amount up to but not exceeding such Term Lender’s Tranche A Commitment. Amounts repaid or prepaid with respect to Tranche A may not be re-borrowed.

(2)Each Term Lender severally, and not jointly with the other Term Lenders, agrees, upon the terms and subject to the conditions herein set forth, to make term loans denominated in US Dollars (“Tranche B” and together with Tranche A, the “Term Loan”) available to Borrower during the Tranche B Availability Period in an aggregate principal amount up to but not exceeding such Term Lender’s Tranche B Commitment. The amount of each Borrowing under Tranche B shall be less than or equal to the Advance Rate therefor. Amounts repaid or prepaid with respect to Tranche B may not be re-borrowed. Unless previously terminated, the Tranche B Commitment of each Term Lender shall automatically terminate at 5:00 p.m. (New York City time) on the Tranche B Availability Termination Date.

(ii)Procedure for Term Loan Borrowing.

(1)The Borrowing of Tranche A upon the First Restatement Date was in an amount of US$940,000,000. As of the Restatement Date, the aggregate outstanding principal amount of Tranche A is US$578,000,000. As of the Restatement Date, interest on Tranche A shall continue to accrue in accordance with the First Restated Credit Agreement until the end of the then current Interest Period and thereafter, interest shall accrue at the rate in accordance with Section 2.08.

(2)Borrower may make up to three (3) Borrowings under Tranche B during the Tranche B Availability Period, provided that Borrower shall give the Administrative Agent a revocable Borrowing Request (which must be received by the Administrative Agent prior to 12:00 Noon, New York City time three (3) U.S. Government Securities Business Days prior to the requested Borrowing Date), specifying (i) the amount to be borrowed, (ii) the applicable Collateral Vessel(s) and (iii) the requested Borrowing Date. Each borrowing of Tranche B shall be in an amount equal to at least US$10,000,000. Upon receipt of any such Borrowing Request from Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Term Lender will make the amount of its pro rata share of the Tranche B advance available to the Administrative Agent for the account of the Borrower prior to 12:00 Noon, New York time, on the Borrowing Date requested by Borrower in funds immediately available to the Administrative Agent. Each Term Lender may, at its option, make any Tranche B advance available to the Borrower by causing any foreign or domestic branch or Affiliate of such Term Lender to make such advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement. Such borrowing amounts made available to the Administrative Agent by the Term Lenders will then be made available to the Borrower by the Administrative Agent crediting the Collection Account or, at the Borrower’s option, by effecting a wire transfer of such amounts to an account designated by the Borrower to the Administrative Agent. If the Borrower revokes any Borrowing Request, the Borrower shall compensate the Lenders in connection with such revocation in accordance with Section 2.13.

(iii)Prefunding Arrangements.

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(1)The Borrower shall be permitted to request in any Borrowing Request that the relevant Borrowing be credited to an escrow account (the “Escrow Account”) held by Citibank, N.A. as escrow agent (the “Escrow Agent”) under an escrow agreement in form and substance satisfactory to the Administrative Agent and the Lenders (the “Escrow Agreement”). In such circumstances, the requirement to satisfy the conditions set out in Section 4.02 shall be deferred and such conditions (together with any conditions to the release of the Borrowing from the Escrow Account under the Escrow Agreement) shall instead be required to be satisfied prior to, or simultaneously with, the release of the relevant Borrowing from the Escrow Account. Prior to the release of the relevant Borrowing from the Escrow Account, the Borrower shall have no right or interest in respect of such funds.

(2)If the relevant Borrowing (or part thereof) is returned to the Administrative Agent pursuant to the terms of the Escrow Agreement, such funds shall be returned by the Administrative Agent to the Lenders and the relevant Borrowing shall (to the extent of the funds so returned to the Lenders) be deemed not to have occurred, provided that the Borrower shall be required to pay interest on the relevant funds on and from the date of payment to the Escrow Account up to but excluding the date on which the funds are returned. Such interest shall be payable on the date the relevant funds are returned and shall be calculated at the rate that would otherwise have applied if such amount constituted a Borrowing for such period.

(3)If the Administrative Agent is satisfied that the conditions set out in Section 4.02 in relation to any Borrowing which has been credited to an Escrow Account have been satisfied or will upon release of such Borrowing from the Escrow Account be satisfied, the Administrative Agent shall execute a release instruction in respect thereof and the Borrowing Date in relation to the funds so released shall be deemed for all purposes under this Agreement, save for the purposes of the calculation of interest which shall accrue from the date the relevant funds are paid to the Escrow Account, to be the date of such release.

(4)The Borrower shall indemnify, on written demand, the Finance Parties for (A) in the case of any funds returned to the Administrative Agent pursuant to any Escrow Agreement, amounts set out in Section 2.13 as if such return constituted a prepayment and (B) any other costs, losses and expenses, as the case may be, incurred by the Finance Parties in connection with the arrangements set forth in this Section 2.01(c). For the avoidance of any doubt, the Finance Parties shall not be liable for any costs, expenses or other amounts payable to the Escrow Agent under or pursuant to the Escrow Agreement.

SECTION 2.02 Revolving Loan Commitments.

(i)Revolving Loans. Each Revolving Lender severally, and not jointly with the other Revolving Lenders, agrees, upon the terms and subject to the conditions herein set forth, to make revolving loans to the Borrower at any time and from time to time during the Revolving Loan Availability Period in an aggregate principal amount not to exceed, when added to such Revolving Lender’s L/C Exposure (each a “Revolving Loan” and collectively, the “Revolving Loans”), the Revolving Loan Commitment of such Lender, which Revolving Loans may be repaid and re-borrowed in accordance with the provisions of this Agreement. Each Borrowing of a Revolving Loan shall, subject to clause 2.02(c) below, be made from the Revolving Lenders pro rata in accordance with their respective Revolving Loan Commitments; provided, however, that the failure of any Revolving Lender to make any Revolving Loan shall not in itself relieve the other Revolving Lenders of their obligations to lend. At no time shall the sum of the then outstanding aggregate principal amount of the Revolving Loans plus the L/C Exposure exceed the Total Revolving Loan Commitment. Unless previously terminated, the Revolving Loan Commitment of each Revolving Lender shall automatically terminate at 5:00 p.m. (New York City time) on the Maturity Date.

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(ii)Procedure for Revolving Loan Borrowing. Borrower may borrow Revolving Loans under the Revolving Loan Commitment on any Business Day during the Revolving Loan Availability Period, provided that Borrower shall give the Administrative Agent an irrevocable Borrowing Request (which must be received by the Administrative Agent prior to 12:00 Noon, New York time three Business Days prior to the requested Borrowing Date), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, and (iii) the initial Interest Period therefor. Each borrowing of Revolving Loans shall be in an amount equal to at least US$4,000,000 or a whole multiple of US$1,000,000 in excess thereof. Upon receipt of such Borrowing Request from Borrower, the Administrative Agent shall promptly notify each Revolving Lender thereof. Each Revolving Lender will, subject to clause 2.02(c) below, make the amount of its pro rata share of Revolving Loans available to the Administrative Agent for the account of the Borrower prior to 12:00 Noon, New York time, on the Borrowing Date requested by Borrower in funds immediately available to the Administrative Agent. Each Revolving Lender may, at its option, make any Revolving Loan available to the Borrower by causing any foreign or domestic branch or Affiliate of such Revolving Lender to make such Revolving Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Revolving Loan in accordance with the terms of this Agreement. Such borrowing amounts made available to the Administrative Agent by the Revolving Lenders will then be made available to the Borrower by the Administrative Agent crediting the Collection Account or, at the Borrower’s option, by effecting a wire transfer of such amounts to an account designated by the Borrower to the Administrative Agent. Not more than 5 Interest Periods in respect of Revolving Loans shall be outstanding at any time.

(iii)Procedure for Single Lender Letters of Credit. If the Borrower requests the issuance of a Single Lender Letter of Credit from a Single Lender Issuing Bank, such issuance shall be made from the Revolving Loan Commitments of the applicable Single Lender Issuing Bank only and not pro rata in accordance with the respective Revolving Loan Commitments of each Revolving Lender. In such circumstances, all subsequent Credit Extensions in respect of Revolving Loans shall be adjusted such that the pro rata share of any Single Lender Issuing Bank is reduced and reallocated to the other Revolving Lenders pro rata so that, as far as possible, the share of all Revolving Lenders in all Credit Extensions in respect of the Revolving Loans is pro rata in accordance with their respective Revolving Loan Commitments.

SECTION 2.03 Repayment Schedules.

(i)Each Obligor hereby expressly acknowledges and agrees that as at the Restatement Date the Term Loan Required Payments (reflecting drawn Tranche A Commitments) which are outstanding are set out in the repayment schedule prepared as of the Restatement Date set forth in Schedule 2.03.

(ii)Promptly following the issuance of the first Borrowing Request in respect of the Tranche B, the Administrative Agent will, in consultation with the Borrower and the Term Lenders, prepare a revised repayment schedule in respect of the Term Loan, and promptly following the issuance of each subsequent Borrowing Request in respect of the Term Loan, the Administrative Agent will, in consultation with the Borrower and the Term Lenders, revise the repayment schedule in respect of the Term Loan to take into account the additional advance being made under such Borrowing Request (the “Repayment Schedule”). The Repayment Schedule will be prepared on the basis that:

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(1)the Borrower will repay the Term Loan in instalments on each Payment Date (the “Term Loan Required Payments”); and

(2)the Term Loan will amortize, commencing on the Restatement Date until the Maturity Date, at a rate of 8% per annum, which rate shall be calculated on the basis of the aggregate amount of the Term Loan which has been advanced (excluding any amortization payments which have previously been made) as at the applicable Payment Date, and such annual repayments shall be split pro rata over each of the applicable Payment Dates.

(iii)The Administrative Agent and the Borrower will agree to such revised Repayment Schedule prior to the relevant Borrowing Date.

(iv)If any optional partial prepayment of the Term Loan is made pursuant to Section 2.05(a), or any amount of the Term Loan is prepaid as a result of a Cash Sweep Event, such amounts shall reduce the Term Loan Required Payments pro rata (or, if the Borrower makes an election in accordance with Section 2.05(b)(ii)(y), the next in time amortization payment(s) only) and the Administrative Agent will, in consultation with the Borrower and the Term Lenders, revise the repayment schedule to take into account the relevant partial prepayment and its required manner of application pursuant hereto. The Administrative Agent and the Borrower will agree to such Repayment Schedule whereupon it shall automatically be deemed to be the “Repayment Schedule” for the purposes of this Agreement

SECTION 2.04 Repayment of the Loans

(i)Term Loan. The Borrower shall repay the Term Loan as follows:

(1)on each Payment Date, the Term Loan Required Payments in accordance with the Repayment Schedule; and

(2)on the Maturity Date, the outstanding principal balance of the Term Loan.

(ii)Revolving Loans. The Borrower shall not be required to repay the principal amount of the Revolving Loans prior to the Maturity Date and, on such date, the Borrower shall repay the outstanding principal amount of the Revolving Loans (together with any accrued but unpaid interest thereon).

SECTION 2.05 Optional Prepayments

(i)Optional Prepayments. The Borrower may, upon notice to the Administrative Agent, at any time and from time to time prepay any Borrowing in whole or in part without premium or penalty; provided that (i) such notice shall be in the form of a written Prepayment Notice, appropriately completed and signed by a Responsible Officer of the Borrower, or may be given by telephone to the Administrative Agent (if promptly confirmed by such a written Prepayment Notice consistent with such telephonic notice) and must be received by the Administrative Agent not later than 11:00 a.m. (New York City time) three Business Days before the date of prepayment; (ii) such Prepayment Notice shall specify (A) whether such prepayment shall be applied to repay the outstanding Revolving Loans of the Revolving Lenders and/or prepay the Term Loans of the Term Lenders and/or prepay outstanding principal under other Program Debt Documents, (B) the prepayment date and (C) the principal amount of each Borrowing or portion thereof to be prepaid; and (iii) each such partial prepayment shall be in an amount not less than $1,000,000 or a larger multiple of $1,000,000. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each Prepayment Notice shall be irrevocable.

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(ii)Application. Each optional prepayment of a Borrowing shall (i) in the case of an optional prepayment of the Revolving Loan, reduce the outstanding principal amount of the Revolving Loan and, (ii) in the case of an optional prepayment of the Term Loan, be applied (x) to reduce all Term Loan Required Payments pro rata, or (y) if the Borrower so directs in relation to any optional partial prepayment of the Term Loan pursuant to Section 2.05(a), against the next in time amortization payment(s) only. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.08, together with any additional amounts required pursuant to Section 2.13. Any amounts of the Revolving Loans that are repaid under this Section 2.05 may be re-borrowed in accordance with the terms of this Agreement.

(iii)Permanent Commitment Reductions. Borrower may, at its option from time to time, permanently reduce, in whole or in part, the Revolving Commitments upon at least three (3) Business Days’ prior written notice to Agent, which notice shall specify the amount and effective date of the reduction and shall be irrevocable once given. Each reduction (i) in the case of a partial reduction, shall be in a minimum amount of $5,000,000 or an increment of $1,000,000 in excess thereof and (ii) shall not reduce the aggregate Revolving Commitments to an amount less than the sum of (A) the aggregate principal amount of Revolving Loans outstanding at such time plus (B) the outstanding L/C Obligations at such time (unless accompanied by a corresponding prepayment of such outstanding Revolving Loans).

SECTION 2.06 Mandatory Prepayments.

(i)[Reserved].

(ii)Illegality. If it is or will be unlawful in any jurisdiction for a Lender to perform any of its obligations under any Loan Documents, or to fund or maintain its share in the Loans, or any Obligor is or becomes a Sanctioned Person, and the Lender (or in the case of any Obligor being or becoming a Sanctioned Person, any Lender) has notified the Administrative Agent and the Borrower of the same: (i) the Borrower shall repay or prepay that Lender's participation in the Loans in full; and (ii) the Commitments of that Lender will be immediately cancelled. The date for repayment or prepayment referred to in (i) above will be, (x) in the case where it is already unlawful for such Lender to perform such obligations or to fund or maintain its share in the Loans, or an Obligor has become a Sanctioned Person, as soon as practicable and (y) in the case of unlawfulness that will occur in the future, the date specified by that Lender in the relevant notification, which shall not be earlier than ten (10) Business Days preceding the last day of any applicable grace period allowed by law and which shall be a date falling at least thirty (30) days from the date of the notice (but in any event no later than the last day of any applicable grace period allowed by law).

(iii)Change of Control. Upon the occurrence of a Change of Control, the Borrower shall (i) prepay the Loans in full, together with accrued interest thereon to the date of such prepayment, (ii) discharge all of the L/C Obligations, if any, by Cash Collateralizing such L/C Obligations, and (iii) terminate all of the unused Commitments, if any. Any prepayment of the Loans under this Section 2.06(c) shall be made on the date of occurrence of such Change of Control.

(iv)Failure of Security. If any of the Security Documents do not, or shall have ceased to, constitute an enforceable Security Interest over the monies, interests and assets expressed to be assigned, mortgaged, charged, pledged or over which Security Interests are otherwise created or expressed to be created thereby (a “Collateral Defect”), and (if the same is capable of remedy) the same has not been remedied to the satisfaction of the Administrative Agent within 15 Business Days (provided that during such period the Borrower is diligently taking action to remedy such Collateral Defect), the Administrative Agent may by written notice to the Borrower declare that the Loans shall become immediately due and payable in whole or in part by the Borrower, provided that if the Collateral Defect relates to some but not all of the Collateral Vessels, the Borrower may prepay a portion of the Loans pursuant to Section 2.05(a) in such amount as is required such that, following such payment, no BB Event and no DSCR Cash Sweep Event would be continuing (for these purposes, not taking into account the Collateral Vessel(s) the subject of the Collateral Defect).

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(v)Unlawfulness. If it is or becomes unlawful for an Obligor to perform any of its material obligations under the Loan Documents or any Related Contract other than as a result of any action or inaction of an Obligor (an “Unlawfulness Event”), and (if the same is capable of remedy) the same has not been remedied to the satisfaction of the Administrative Agent within 15 Business Days (provided that during such period the Borrower is diligently taking action to remedy such Unlawfulness Event), the Administrative Agent may by written notice to the Borrower declare that the Loans shall become immediately due and payable in whole or in part by the Borrower, provided that if the Unlawfulness Event relates to some but not all of the Collateral Vessels, the Borrower may prepay a portion of the Loans pursuant to Section 2.05(a) in such amount as is required such that, following such payment, no BB Event and no DSCR Cash Sweep Event would be continuing (for these purposes, not taking into account the Collateral Vessel(s) the subject of the Unlawfulness Event).

(vi)Application of Mandatory Prepayments. Any repayment or prepayment under Section 2.06(c) to (e) (inclusive) shall be applied, pro rata and pari passu, to repay all outstanding principal hereunder and the outstanding principal under any other Program Debt Documents; provided that for the purposes of this Agreement, such amounts shall be applied first to repay any outstanding principal of the Revolving Facility under this Agreement, and second, to repay any outstanding principal of the Term Loan; provided further that if any relevant Secured Party thereunder elects not to receive any such amounts, those amounts shall be applied to repay the outstanding principal of the Term Loan under this Agreement pro rata to the remaining installments.

SECTION 2.07 Letters of Credit.

(i)General. Subject to the terms and conditions set forth herein, in addition to the Loans provided for in Sections 2.01 and 2.02, the Borrower may request any Issuing Bank, in reliance on the agreements of the Revolving Lenders set forth in this Section, to issue, at any time and from time to time during the Revolving Loan Availability Period, Letters of Credit denominated in Dollars for its own account or the account of any of its Subsidiaries in such form as is acceptable to the Administrative Agent and such Issuing Bank in its reasonable determination. Letters of Credit issued hereunder shall constitute utilization of the Revolving Loan Commitments. The Borrower shall not request any issuance of a Letter of Credit unless one or more Lenders have agreed to act as an Issuing Bank hereunder (on such terms and subject to such conditions as the Borrower and the applicable Lender(s) may agree). As at the Restatement Date, Citibank, N.A., Bank of Montreal and Wells Fargo Bank, N.A. have agreed (and each, by its execution of this Agreement, confirms its agreement) to be Issuing Banks in respect of Single Lender Letters of Credit only.

(ii)Notice of Issuance, Amendment, Extension, Reinstatement or Renewal. To request the issuance of a Letter of Credit (or the amendment of the terms and conditions, extension of the terms and conditions, extension of the expiration date, or reinstatement of amounts paid, or renewal of an outstanding Letter of Credit), the Borrower shall deliver (or transmit by electronic communication, if arrangements for doing so have been approved by the respective Issuing Bank) to an Issuing Bank selected by it and to the Administrative Agent (at least three (3) Business Days in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, extended, reinstated or renewed, and specifying the date of issuance, amendment, extension, reinstatement or renewal (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (d) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof, the purpose and nature of the requested Letter of Credit, whether such Letter of Credit is a Single Lender Letter of Credit, and such other information as shall be necessary to prepare, amend, extend, reinstate or renew such Letter of Credit. The Administrative Agent shall provide a copy of such notice to each Lender. If requested by the respective Issuing Bank, the Borrower also shall submit a letter of credit application and reimbursement agreement on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application and reimbursement agreement or other agreement submitted by the Borrower to, or entered into by the Borrower with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

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(iii)Limitations on Amounts, Issuance and Amendment. A Letter of Credit shall be issued, amended, extended, reinstated or renewed only if (and upon issuance, amendment, extension, reinstatement or renewal of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, reinstatement or renewal (i) the aggregate amount of the outstanding Letters of Credit issued by any Issuing Bank shall not exceed its L/C Issuing Bank Sublimit, (ii) the aggregate L/C Obligations shall not exceed the L/C Sublimit, (iii) the Revolving Credit Exposure of any Revolving Lender shall not exceed its Revolving Loan Commitment and (iv) the total Revolving Credit Exposures shall not exceed the Total Revolving Loan Commitment.

An Issuing Bank shall not be under any obligation to issue any Letter of Credit if:

(1)any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Law applicable to such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Restatement Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Restatement Date and that such Issuing Bank in good faith deems material to it;

(2)the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally;

(3)except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial amount less than $500,000; or

(4)any Revolving Lender is at that time a Defaulting Lender, unless (A) such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral (to the extent permitted by Applicable Law), satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Revolving Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.20(a)(iv)) with respect to the Defaulting Lender arising from either such Letter of Credit then proposed to be issued or such Letter of Credit and all other L/C Obligations as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion or (B) such Issuing Bank is satisfied that the related exposure and Defaulting Lender’s participation in L/C Obligations will be fully allocated to Revolving Lenders which are Non-Defaulting Lenders, and participating interests in any newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 2.20(a)(iv) below (and such Defaulting Lender shall not participate therein) or (C) such Letter of Credit is a Single Lender Letter of Credit.

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An Issuing Bank shall be under no obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.

(iv)Expiration Date. Each Letter of Credit shall have a stated expiration date no later than the earlier of (i) the date twelve months after the date of the issuance of such Letter of Credit (or, in the case of any extension of the expiration date thereof, twelve months after the then-current expiration date of such Letter of Credit) and (ii) the date that is five Business Days prior to the Maturity Date.

(v)Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof), and without any further action on the part of the applicable Issuing Bank or the Revolving Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Revolving Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, extension, reinstatement or renewal of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments.

In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely, unconditionally and irrevocably agrees to pay to the Administrative Agent, for account of the respective Issuing Bank, such Revolving Lender’s Revolving Commitment Percentage of each L/C Disbursement made by an Issuing Bank promptly upon the request of such Issuing Bank at any time from the time of such L/C Disbursement until such L/C Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason, including after the Maturity Date. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.02 with respect to Loans made by such Revolving Lender (and Section 2.02 shall apply, mutatismutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to Section 2.07(f), the Administrative Agent shall distribute such payment to the respective Issuing Bank or, to the extent that the Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for any L/C Disbursement shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such L/C Disbursement.

Each Revolving Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Revolving Lender’s Revolving Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit at each time such Lender's Commitment is amended pursuant to the operation of Sections 2.20 or 2.21, as a result of an assignment in accordance with Section 9.04 or otherwise pursuant to this Agreement.

The provisions of this clause 2.07(e) shall not apply in relation to any Single Lender Letter of Credit.

(vi)Reimbursement. If an Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such Issuing Bank in respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m., New York City time, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time. Other than where the Letter of Credit is a Single Lender Letter of Credit, if the Borrower

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fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Revolving Commitment Percentage thereof.

(vii)Obligations Absolute. The Borrower’s obligation to reimburse L/C Disbursements as provided in paragraph (f) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of this Agreement or any Letter of Credit, or any term or provision herein or therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement in such draft or other document being untrue or inaccurate in any respect, (iii) payment by the respective Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.

None of the Administrative Agent, the Lenders, any Issuing Bank, or any of their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the respective Issuing Bank or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of the respective Issuing Bank; provided that the foregoing shall not be construed to excuse an Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by Applicable Law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing Bank (as finally determined by a court of competent jurisdiction), an Issuing Bank shall be deemed to have exercised care in each such determination, and that:

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(1)an Issuing Bank may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment thereto with a replacement marked as such or waive a requirement for its presentation;

(2)an Issuing Bank may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit andwithout regard to any non-documentary condition in such Letter of Credit;

(3)an Issuing Bank shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit; and

(4)this sentence shall establish the standard of care to be exercised by an Issuing Bank when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by Applicable Law, any standard of care inconsistent with the foregoing).

Without limiting the foregoing, none of the Administrative Agent, the Lenders, any Issuing Bank, or any of their Related Parties shall have any liability or responsibility by reason of (i) any presentation that includes forged or fraudulent documents or that is otherwise affected by the fraudulent, bad faith, or illegal conduct of the beneficiary or other Person, (ii) an Issuing Bank declining to take-up documents and make payment (A) against documents that are fraudulent, forged, or for other reasons by which that it is entitled not to honor or (B) following the Borrower’s waiver of discrepancies with respect to such documents or request for honor of such documents or (iii) an Issuing Bank retaining proceeds of a Letter of Credit based on an apparently applicable attachment order, blocking regulation, or third-party claim notified to such Issuing Bank.

Unless otherwise expressly agreed by an Issuing Bank and the Borrower when a Letter of Credit is issued by it, the rules of the ISP shall apply to each Letter of Credit. Notwithstanding the foregoing, no Issuing Bank shall be responsible to the Borrower for, and such Issuing Bank’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of such Issuing Bank required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Laws or any order of a jurisdiction where such Issuing Bank or the beneficiary is located, the practice stated in the ISP or in the decisions, opinions, practice statements, or official commentary of the International Chamber of Commerce Banking Commission, the Bankers Association for Finance and Trade (BAFT), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such laws or practice rules.

An Issuing Bank shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and such Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article VIII with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and L/C Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article VIII included such Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to the such Issuing Bank.

(viii)Disbursement Procedures. The Issuing Bank for any Letter of Credit shall, within the time allowed by applicable Laws or the specific terms of the Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment under such Letter of Credit. Such Issuing Bank shall promptly after such examination notify the Administrative Agent and the Borrower in writing of such demand for payment if such Issuing Bank has made or will make an L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower

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of its obligation to reimburse such Issuing Bank and the Revolving Lenders with respect to any such L/C Disbursement.

(ix)Interim Interest. If the Issuing Bank for any Letter of Credit shall make any L/C Disbursement, then, unless the Borrower shall reimburse such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such L/C Disbursement is made to but excluding the date that the Borrower reimburses such L/C Disbursement, at the Default Rate applicable to the Revolving Loans. Interest accrued pursuant to this paragraph shall be for account of such Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (f) of this Section to reimburse such Issuing Bank shall be for account of such Revolving Lender to the extent of such payment.

(x)Replacement of an Issuing Bank. Any Issuing Bank may be replaced at any time by written agreement between the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Revolving Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank. From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued by it thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to include such successor or any previous Issuing Bank, or such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

Any Issuing Bank may resign at any time by giving 30 days’ prior notice to the Administrative Agent, the Revolving Lenders and the Borrower. After the resignation of an Issuing Bank hereunder, the retiring Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit or to extend, reinstate, renew or increase any existing Letter of Credit.

(xi)Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with L/C Obligations representing at least 66-2/3% of the total L/C Obligations) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall immediately deposit into an account established and maintained on the books and records of the Administrative Agent (the “L/C Collateral Account”) an amount in cash equal to 102% of the total L/C Obligations as of such date plus any accrued and unpaid interest thereon, provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (g) or (h) of Section 7.01. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. In addition, and without limiting the foregoing or paragraph (d) of this Section, if any L/C Obligations remain outstanding after the expiration date specified in said paragraph (d), the Borrower shall immediately deposit into the L/C Collateral Account an amount in cash equal to 102% of such L/C Obligations as of such date plus any accrued and unpaid interest thereon.

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The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the L/C Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the L/C Collateral Account. Moneys in the L/C Collateral Account shall be applied by Administrative Agent to reimburse each Issuing Bank for L/C Disbursements for which it has not been reimbursed, together with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the L/C Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with L/C Obligations representing 66-2/3% of the total L/C Obligations), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within five Business Days after all Events of Default have been cured or waived.

(xii)Letters of Credit Issued for account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the applicable Issuing Bank hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

SECTION 2.08 Interest.

(i)Interest Rates. Subject to paragraphs (b) and (e) of this Section, each Loan shall bear interest at a rate per annum equal to the Term SOFR for the Interest Period therefor plus the Margin plus an additional credit adjustment spread of 0.1% percent per annum; provided that as of the Restatement Date interest on each Loan shall continue to accrue in accordance with the First Restated Credit Agreement until the end of the then current relevant Interest Period; and provided further that if a SOFR Loan is converted to a Base Rate Loan pursuant to Section 2.16 hereof, such Loan shall bear interest at a rate per annum equal to the Base Rate plus the Margin.

(ii)Default Interest. If any amount payable by any Obligor under this Agreement or any other Loan Document (including principal of any Loan, interest, fees and other amount) is not paid when due, whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a rate per annum equal to the applicable Default Rate. Upon the request of the Required Lenders, while any Event of Default exists, the Borrower shall pay interest on the principal amount of all Loans outstanding hereunder at a rate per annum equal to the applicable Default Rate.

(iii)Payment Dates. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein; provided that (i) interest accrued pursuant to paragraph (b) of this Section shall be payable on demand, and (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.

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(iv)Interest Computation. All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate or Term SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

(v)Market Disruption. If in respect of any Interest Period before close of business in London on the Business Day prior to the commencement of such Interest Period, the Administrative Agent receives notifications from a Lender or Lenders (whose participations in the Loans exceed 35% of the aggregate outstanding amount of all the Loans) that the cost to it or them of obtaining matching deposits in the relevant market would be in excess of Term SOFR (plus the additional credit adjustment spread of 0.1%), then (in each case) the rate of interest on the relevant Lender's share of that Loan for the Interest Period shall be the rate per annum which is the sum of: (x) the rate notified to the Administrative Agent by the relevant Lender(s) as soon as practicable and in any event by close of business on the first day of such Interest Period, to be that which expresses as a percentage rate per annum the cost to the relevant Lender(s) of funding its or their participation in the Loans; and (y) the Margin plus the additional credit adjustment spread of 0.1%.

(vi)Term SOFR Conforming Changes. In connection with the use or administration of Term SOFR, the Administrative Agent will have the right, in consultation with the Borrower, to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

SECTION 2.09 Fees.

(i)Fee Letters. Fees (other than the Commitment Fee) shall be paid by the Borrower in the amount, in the manner and at the times agreed in the Fee Letters.

(ii)Term Loan Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Term Lender a commitment fee on the daily average unused amount of the Tranche B Commitment of such Term Lender, for each day during the period from the Restatement Date until the earlier to occur of (i) the Tranche B Availability Termination Date or (ii) the date that the third (3rd) Borrowing under Tranche B is funded, at a rate equal to 0.25% per annum (or, during any period where less than 50% of the aggregate Tranche B Commitments have been utilized, 0.50% per annum), accrued commitment fees to be payable on each Borrowing Date in respect of Tranche B and upon any termination or expiry of the applicable Tranche B Commitments.

(iii)Revolving Loan Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee on the daily average unused and uncancelled amount of the Revolving Loan Commitment of such Revolving Lender, for each day during the period from the Closing Date until the Maturity Date, at a rate equal to 0.25% per annum (or, during any period where less than 50% of the aggregate Revolving Loan Commitments have been utilized, 0.50% per annum), accrued commitment fees to be payable on each Borrowing Date in respect of the Revolving Loan and upon any termination or expiry of the applicable Revolving Loan Commitments.

(iv)L/C Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a Letter of Credit fee with respect to its participations in each outstanding Letter of Credit (the “L/C Fee”) on the daily maximum amount then available to be drawn under such Letter of Credit, which shall accrue at a rate per annum equal to 2% per annum during the period from and including the Closing Date to but excluding the later of the Maturity Date and the date on which such Lender ceases to have any L/C Obligations. Accrued L/C Fees shall be payable in arrears on each Payment Date,

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commencing on the first such date to occur after the Closing Date, and on the Maturity Date; provided that any such fees accruing after the Maturity Date shall be payable on demand.

(v)L/C Fronting Fees. The Borrower agrees to pay to each Issuing Bank for its own account a fronting fee (the “L/C Fronting Fee”) with respect to each Letter of Credit issued by such Issuing Bank at a rate per annum equal to the percentage separately agreed upon between the Borrower and such Issuing Bank on the daily maximum amount then available to be drawn under such Letter of Credit, during the period from and including the Closing Date to but excluding the later of the Maturity Date and the date on which such Issuing Bank ceases to have any L/C Obligations. Accrued L/C Fronting Fee shall be payable in arrears on each Payment Date, commencing on the first such date to occur after the Closing Date, and on the Maturity Date; provided that any such fees accruing after the Maturity Date shall be payable on demand. In addition, the Borrower agrees to pay to each Issuing Bank for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such Issuing Bank relating to letters of credit as from time to time in effect, which fees, costs and charges shall be payable to such Issuing Bank within three Business Days after its demand therefor and are nonrefundable.

(vi)Fee Computation. All fees payable under this Section shall be computed on the basis of a year of 360 days and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of a fee hereunder shall be conclusive absent manifest error.

SECTION 2.10 Evidence of Debt. Each Lender shall maintain in accordance with its usual practice records evidencing the indebtedness of the Borrower to such Lender resulting from each Credit Extension made by such Lender. The Administrative Agent shall maintain the Register in accordance with Section 9.04(c). The entries made in the records maintained pursuant to this Section 2.10 shall be primafacie evidence absent manifest error of the existence and amounts of the obligations recorded therein. Any failure of any Lender or the Administrative Agent to maintain such records or make any entry therein or any error therein shall not in any manner affect the obligations of the Borrower under this Agreement and the other Loan Documents. In the event of any conflict between the records maintained by any Lender and the records maintained by the Administrative Agent in such matters, the records of the Administrative Agent shall control in the absence of manifest error.

SECTION 2.11 Payments Generally; Several Obligations of Lenders.

(i)Payments by Borrower. All payments to be made by the Borrower hereunder and the other Loan Documents shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all such payments shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in immediately available funds not later than 2:00pm (New York City time) on the date specified herein. All amounts received by the Administrative Agent after such time on any date shall be deemed to have been received on the next succeeding Business Day and any applicable interest or fees shall continue to accrue. The Administrative Agent will apply such amounts in accordance with the Intercreditor Agreement.

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(ii)Application of Insufficient Payments. Subject to Section 4.02 of the Intercreditor Agreement, if at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed L/C Disbursements, interest, fees and other amounts then due hereunder, such funds shall be applied (i) first, to pay interest, fees and other amounts then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest, fees and other amounts then due to such parties, and (ii) second, to pay principal and unreimbursed L/C Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal or unreimbursed L/C Disbursements, as applicable, then due to such parties.

(iii)Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Banks hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(iv)Several Obligations of Lenders. The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and to make payments pursuant to Section 9.03(c) are several and not joint. The failure of any Lender to make any Loan or to fund any such participation or to make any such payment on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participations or to make its payment under Section 9.03(c).

SECTION 2.12 Sharing of Payments. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in L/C Disbursements or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Revolving Loans or participations in L/C Disbursements and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Revolving Loans and participations in L/C Disbursements and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in L/C Disbursements and other amounts owing them; provided that:

(1)if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(2)the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.19, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in L/C Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply).

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The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

SECTION 2.13 Compensation for Losses. In the event of (a) the payment of any principal other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any SOFR Loan into a Base Rate Loan or vice versa other than on the last day of the Interest Period applicable thereto, (c) the conversion of any Revolving Loan into a Term Loan other than on the last day of the Interest Period applicable thereto, (d) the failure for any reason to borrow, convert, continue or prepay any amount of any Loan on the date specified in any notice delivered pursuant hereto, or (e) the assignment of any Loan or part of a Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.18(b), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest (as reasonably determined by such Lender) that would have accrued on the principal amount of such Loan had such event not occurred, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate that such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the relevant market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

SECTION 2.14 Increased Costs.

(i)Increased Costs Generally. If any Change in Law shall:

(1)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or any Issuing Bank;

(2)impose on any Lender or any Issuing Bank or the relevant market any other condition, cost or expense (other than Indemnified Taxes, Other Taxes and Excluded Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Issuing Bank or other Recipient, the Borrower will pay to such Lender, Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, Issuing Bank or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

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(ii)Capital Requirements. If any Lender or Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by any Issuing Bank, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered.

(iii)Certificates for Reimbursement. A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(iv)Delay in Requests. Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

SECTION 2.15 Taxes.

(i)Defined Terms. For purposes of this Section, the term “Lender” includes any Issuing Bank and the term “Applicable Law” includes FATCA.

(ii)Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

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(iii)Payment of Other Taxes by Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(iv)Indemnification by Borrower. The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(v)Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(vi)Status of Lenders.  Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall to the extent legally able to do so, use reasonable efforts to deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. Notwithstanding anything to the contrary in the preceding sentence, (i) nothing herein shall obligate any Lender to disclose any confidential information in connection therewith and (ii) the completion, execution and submission of such documentation shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(vii)Survival. Each party’s obligations under this Section shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

SECTION 2.16 Inability to Determine Rates.

(i)Subject to Section 2.17, if, on or prior to the first day of any Interest Period, the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, the Administrative Agent will promptly so notify the Borrower and each Lender.

(ii)Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.13. Subject to Section 2.17, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition

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thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (iii) of the definition of “Base Rate” until the Administrative Agent revokes such determination.

SECTION 2.17 Benchmark Replacement Setting.

(i)Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the date of setting the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

(ii)Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right in consultation with the Borrower to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(iii)Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.17(d) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.17, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.17.

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(iv)Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(v)Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Borrowing of or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.

SECTION 2.18 Mitigation Obligations; Replacement of Lenders.

(i)Designation of a Different Lending Office. If any Lender (x) requests Borrower to repay its Loans in full pursuant to Section 2.06(b), (y) requests compensation under Section 2.14, or (z) requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, then such Lender shall (at the request of the Borrower) use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate the illegality contemplated by Section 2.06(b) or eliminate or reduce amounts payable pursuant to Section 2.14 or 2.15, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(ii)Replacement and Termination of Lenders. If (x) any Lender requests (A) Borrower to repay its Loans in full pursuant to Section 2.06(b) or (B) compensation under Section 2.14, or (y) the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, (I) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.14 or Section 2.15) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment) or (II) prepay such Lender’s Loans in full and permanently reduce the Commitments by the amount of such payment; provided that:

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(1)the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 9.04;

(2)such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.13) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(3)in the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments thereafter;

(4)such assignment does not conflict with Applicable Law and such Lender shall have satisfied any know your customer requirements of such Lender in connection with such assignment as required by Applicable Law; and

(5)in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Notwithstanding anything in this Section to the contrary, (i) any Lender that acts as an Issuing Bank may not be replaced hereunder at any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such Issuing Bank or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such Issuing Bank) have been made with respect to such outstanding Letter of Credit and (ii) in the event that a Lender acts as the Administrative Agent, such Lender may not be replaced hereunder except in accordance with the terms of Section 8.06.

SECTION 2.19 Cash Collateral.

(i)Obligation to Cash Collateralize. At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or any Issuing Bank (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.20(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

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(ii)Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing Banks, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations, to be applied pursuant to clause (c) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Banks as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

(iii)Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section or Section 2.20 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(iv)Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce any Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and each Issuing Bank that there exists excess Cash Collateral; provided that, subject to Section 2.20 the Person providing Cash Collateral and each Issuing Bank may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations and providedfurther that to the extent that such Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

SECTION 2.20 Defaulting Lenders.

(i)Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

(1)Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and Section 9.02(b).

(2)Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank hereunder; third, to Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.19; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.19; sixth, to the payment of any amounts

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owing to the Lenders, the Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations are held by the Lenders pro rata in accordance with the Commitments without giving effect to clause (iv) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(3)Commitment and L/C Fees.

(a)No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(b)Each Defaulting Lender shall be entitled to receive L/C Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.19.

(c)With respect to any L/C Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each Issuing Bank, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Bank’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

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(4)Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. Subject to Section 9.17, no reallocation hereunder shall constitute a waiver or release of any claim of any party (including the Obligors) hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(5)Cash Collateral. If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize the Issuing Banks’ Fronting Exposure in accordance with the procedures set forth in Section 2.19.

(ii)Defaulting Lender Cure. If the Borrower, the Administrative Agent and each Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit to be held pro rata by the Lenders in accordance with the Commitments (without giving effect to paragraph (a)(iv) above), whereupon, such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(iii)New Letters of Credit. So long as any Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, extend, increase, reinstate or renew any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

SECTION 2.21 Increases in Commitments.

(i)Request for Increase. The Borrower may, by notice to the Administrative Agent (who shall promptly notify the Lenders), request an increase in the Term Loan Commitments or Revolving Loan Commitments (each such increase, an “Incremental Commitment”); provided that any such request for an increase shall (i) be in a minimum amount of $20,000,000 (or such lesser amount as may be approved by the Administrative Agent), (ii) not result in the aggregate amount of the Loan Secured Obligations and the Additional Debt Secured Obligations referred to in the Intercreditor Agreement to exceed the maximum amount permitted thereunder, and (iii) with respect to any such Incremental Commitment consisting of a Revolving Loan Commitment, not result in the aggregate amount of (x) all Revolving Loan Commitments (accounting for such Incremental Commitment) and (y) all revolving credit facility commitments (howsoever defined) under any Additional Debt Document, to exceed an amount equal to forty per cent. (40%) of the total commitments at such time provided for under all Secured Debt Documents.

(ii)Incremental Lenders. An Incremental Commitment may be provided by any existing Lender or other Person that is an Eligible Assignee and is not a Person of the type described in Section 9.04(b)(iv) (each such existing Lender or other Person that agrees to provide an Incremental Commitment, an “Incremental Lender”). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment, or to provide a Commitment, pursuant to this Section and any election to do so shall be in the sole discretion of such Lender.

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(iii)Terms of Incremental Commitments. The Administrative Agent and the Borrower shall determine the effective date for such increase pursuant to this Section (an “Incremental Commitment Effective Date”) and, if applicable, the final allocation of such increase among the Persons providing such increase; provided that such date shall be a Business Day at least 10 Business Days after delivery of the request for such increase (unless otherwise approved by the Administrative Agent) and at least 30 days prior to the Maturity Date, provided further that the availability period for any Incremental Commitment consisting of a Revolving Loan Commitment shall end no later than the Maturity Date.

In order to effect such increase, the Borrower, the applicable Incremental Lender(s) and the Administrative Agent (but no other Lenders or Persons) shall enter into one or more Joinder Agreements, each in form and substance satisfactory to the Borrower and the Administrative Agent, pursuant to which the applicable Incremental Lender(s) will provide the Incremental Commitment(s).

Effective as of the applicable Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Incremental Commitment shall be a Term Loan Commitment or Revolving Loan Commitment (and not a separate facility hereunder), each Incremental Lender providing such Incremental Commitment shall be, and have all the rights of, a Term Lender or a Revolving Lender, as applicable, for all purposes of this Agreement.

(iv)Conditions to Effectiveness. Notwithstanding the foregoing, the increase in the Commitments pursuant to this Section shall not be effective with respect to any Incremental Lender unless:

(1)no Default or Event of Default shall have occurred and be continuing on the Incremental Commitment Effective Date and after giving effect to such increase;

(2)the representations and warranties contained in this Agreement are true and correct on and as of the Incremental Commitment Effective Date and after giving effect to such increase, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);

(3)the Administrative Agent shall have received one or more Joinder Agreements contemplated above, providing for Incremental Commitments in the amount of such increase, and satisfied all know your customer requirements (including any know your customer requirements of the Security Trustee) in respect of such Incremental Lender; and

(4)the Administrative Agent shall have received such legal opinions and other documents reasonably requested by the Administrative Agent in connection therewith.

As of such Incremental Commitment Effective Date, upon the Administrative Agent’s receipt of the documents required by this paragraph (d), the Administrative Agent shall record the information contained in the applicable Joinder Agreement(s) in the Register and give prompt notice of the increase in the Commitments to the Borrower and the Lenders (including each Incremental Lender).

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ARTICLE III

REPRESENTATIONS AND WARRANTIES

To induce the other parties (excluding any other Obligors) to enter into this Agreement, the Borrower represents and warrants with respect to itself and each other Obligor to each other party hereto (excluding any other Obligors) that as of the Restatement Date (other than in respect of the representation and warranty set forth in Section 3.13) each Borrowing Date and, in respect of the representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.04, 3.06, 3.07, 3.08, 3.09, 3.11, 3.12, 3.16, 3.17, 3.21, 3.22, 3.27, 3.29, 3.30. 3.32, 3.33, 3.34 and 3.35, on each Payment Date:

SECTION 3.01 Status. (a) Each Obligor is a corporation, duly incorporated and validly existing under the laws of the Republic of the Marshall Islands, or in relation to any applicable Vessel Owner, Singapore (or such other jurisdiction as may be acceptable to the Administrative Agent), and (b) each Obligor has the power to own its assets and carry on its business as it is being conducted.

SECTION 3.02 Powers and authority. Each Obligor has the power to enter into and perform, and has taken all necessary action to authorize the entry into and performance of, the Loan Documents to which it is or will be a party and the transactions contemplated by those Loan Documents.

SECTION 3.03 Legal validity. The obligations expressed to be assumed by each Obligor in each Loan Document to which it is a party are legal, valid, binding and enforceable obligations, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.04 Non-conflict. The entry into and performance by each Obligor of, and the transactions contemplated by, the Loan Documents to which it is a party do not conflict in any material respect with: (a) any law or regulation applicable to it; (b) its constitutional documents; or (c) any document which is binding upon it or any of its assets that, in the case of this clause (c), would reasonably be expected to cause a Material Adverse Effect.

SECTION 3.05 No default. (a) No Default is continuing or will result from the execution of, or the performance of any transaction contemplated by, any Loan Document. (b) No other event is outstanding which constitutes a default under any document which is binding on any Obligor or any of its assets to an extent or in a manner which is reasonably likely to have a Material Adverse Effect.

SECTION 3.06 Authorizations. All authorizations required by each Obligor in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, the Loan Documents have been obtained or effected (as appropriate) and are in full force and effect, or, in the case of the registration of any Mortgage in respect of a Collateral Vessel that is the subject of a Loan on a Borrowing Date, shall be promptly obtained or effected following such Borrowing Date and within the period prescribed by the Applicable Law.

SECTION 3.07 Financial statements . The audited consolidated financial statements of the Guarantor most recently delivered to the Administrative Agent together with any other financial information of the Guarantor supplied to the Administrative Agent by the Borrower or the Guarantor: (a) have been prepared in accordance with GAAP, consistently applied; (b) have been audited in accordance with GAAP; and (c) fairly represent its financial condition (consolidated, if applicable) in all material respects as at the date to which they were drawn up, except, in each case, as disclosed to the contrary in those financial statements or other information.

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SECTION 3.08 No misleading information. (a) Any factual information provided in writing (“Written Factual Information”) by or on behalf of any Obligor in connection with the Loan Documents or any Collateral Vessel (other than projections, forward looking information and information of a general economic or industry specific nature) was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated; (b) any financial projections contained in the Written Factual Information were prepared on the basis of recent historical information and on the basis of reasonable assumptions believed by such Obligor to be reasonable at the time made and reflect such Obligor’s judgment based on present circumstances of the most likely set of conditions and course of action for the projected period (it being recognized by the Administrative Agent that such projections are not to be viewed as facts and are subject to significant uncertainties and contingencies many of which are beyond the Obligors’ control, that no assurance can be made that any particular projection will be realized, that actual results may differ from projected results and that such differences may be material); and (c) to the best of the knowledge and belief of the Obligors, nothing has occurred (other than events of a general nature) and no information has been given or withheld that results in the information contained in the Written Factual Information, taken as a whole, being untrue or misleading in any material respect.

SECTION 3.09 No Material Adverse Effect. There has been no Material Adverse Effect since the date of the financial statements most recently delivered to the Administrative Agent.

SECTION 3.10 Litigation. No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency (including, but not limited to, investigative proceedings) which, if adversely determined, would reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against any Obligor.

SECTION 3.11 Pari passu ranking. Each Obligor’s payment obligations under the Loan Documents rank at least pari passu with all its other present and future unsecured and unsubordinated payment obligations, except for obligations mandatorily preferred by law applying to companies generally.

SECTION 3.12 Taxes. Each Obligor has filed all Tax returns which are required to have been filed and has paid, or made adequate provisions for the payment of, all of its Taxes which are due and payable, except such Taxes, if any, as are being contested in good faith and by appropriate proceedings and as to which such reserves or other appropriate provisions as may be required by GAAP have been established, and except where failure to file such returns or pay such Taxes, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

SECTION 3.13 Taxes on payments. Assuming for these purposes that no Lender is based or conducting business in the Republic of the Marshall Islands or Hong Kong, all amounts payable by any Obligor to the Administrative Parties under the Loan Documents and the Related Contracts may be made without any deduction or withholding for any Taxes.

SECTION 3.14 Stamp duties. Except as notified in writing to the Administrative Agent by any Obligor, no stamp or registration duty or similar Tax or charge is payable in its jurisdiction of incorporation in respect of any Loan Document or Related Contract.

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SECTION 3.15 Environment. Except as may already have been disclosed by the Borrower in writing to the Administrative Agent: (a) each Vessel Owner and its Environmental Representatives have, without limitation, complied with the provisions of all applicable Environmental Laws in relation to each Collateral Vessel in all material respects; (b) each Vessel Owner and its Environmental Representatives have obtained all requisite Environmental Approvals in relation to each Collateral Vessel and are in compliance with such Environmental Approvals; (c) no Vessel Owner or any of their Environmental Representatives have received notice of any Environmental Liability in relation to a Collateral Vessel which alleges that a Vessel Owner is not in compliance in all material respects with applicable Environmental Laws in relation to such Collateral Vessel or Environmental Approvals in relation to such Collateral Vessel; (d) there is no Environmental Liability in relation to any Collateral Vessel pending or, to the knowledge of the Borrower, threatened which is such that a first class Vessel Owner or operator of vessels such as the Collateral Vessels, making all due enquiries and complying in all respects with its obligations under the ISM Code, ought to have known about; and (e) there has been no release of Hazardous Materials by or in respect of any Collateral Vessel about which a first class borrower or operator of vessels such as the Collateral Vessels making all due enquiries and complying in all respects with its obligations under the ISM Code ought to have known about.

SECTION 3.16 Security Interests. No Security Interest exists over any Obligors’ assets which would cause a breach of Section 6.01.

SECTION 3.17 Security Assets. Each Obligor is solely and absolutely entitled to the Security Assets over which it has or will create any Security Interest pursuant to the Security Documents to which it is, or will be, a party (excluding any Permitted Liens) and there is no agreement or arrangement, under which it is obliged to share any proceeds of or derived from such Security Assets with any third party (excluding any Permitted Liens).

SECTION 3.18 Collateral Vessel. (a) Each Collateral Vessel is operational, seaworthy and fit for service and is registered in the name of the applicable Vessel Owner at the relevant registry in the Approved Flag State; and (b) except as approved by the Administrative Agent (acting on the instructions of the Required Lenders), there are no arrangements under which Earnings of any Collateral Vessel may be shared with anyone else.

SECTION 3.19 ISM Code and ISPS Code compliance. In respect of each Collateral Vessel, the relevant Vessel Owner is in compliance with the ISM Code and ISPS Code in respect of that Collateral Vessel in all material respects.

SECTION 3.20 No amendments to Related Contracts. Other than as notified to and agreed by the Administrative Agent in writing, there have been no material amendments to any of the Obligatory Insurance or Management Agreements, and the copies of the Eligible Charters and Charter Guarantees provided to the Administrative Agent prior to the Restatement Date are correct and complete (and there have been no material amendments thereto) as of the Restatement Date.

SECTION 3.21 Money Laundering. Neither any Borrowings hereunder nor the performance of any of the Obligors’ respective obligations under the Loan Documents or Related Contracts will involve any breach by the Obligors or any of their respective Subsidiaries of any money laundering statutes of any jurisdictions where the Obligors or any of their respective Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency (collectively, the “Anti-Money Laundering Laws”).

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SECTION 3.22 Anti-Corruption and Sanctions. (a) Each Obligor is conducting and will continue to conduct its business in compliance with Anti-Money Laundering Laws and Anti-Corruption Laws; (b) each Obligor has implemented, maintained, and will continue to maintain in effect policies and procedures to ensure its compliance and the compliance by its directors, officers, employees, and agents, with Anti-Money Laundering Laws and Anti-Corruption Laws; (c) none of the Obligors or any of their subsidiaries is, or, to the knowledge of the Obligors, is owned or controlled by, a Sanctioned Person, or located, organized, or resident in a Sanctioned Jurisdiction; (d) no proceeds of the Program Debt will be made available, directly or indirectly, to or for the benefit of, or used to fund any activities with or business of a Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of Sanctions, or otherwise applied in a manner or for a purpose prohibited by Sanctions or Anti-Corruption Laws, or which would result in a violation of Sanctions by any Person (including any Person participating in the Program Debt, whether as underwriter, advisor, investor, lender, hedge provider, facility or security agent or otherwise); (e) each Obligor and each of their Subsidiaries is in compliance with all Sanctions, is not, to the best of its knowledge and belief, under investigation for an alleged violation of Sanctions, and shall implement a policy for Sanctions in line with the requirements of this Agreement; (f) each Obligor and each of their Subsidiaries shall not fund all or part of any repayment required to be made pursuant to Program Debt out of proceeds directly or indirectly derived from any business, activities or transactions which would be prohibited by Sanctions or which would otherwise cause any Person or a Finance Party to be in breach of Sanctions or to otherwise become the subject or target of Sanctions; and (g) each Obligor and each of their Subsidiaries shall not (and shall procure that no Charterer of any Collateral Vessel will) operate, possess, use, dispose of or otherwise deal with, or procure or allow the ownership, operation, possession, use, disposal of or any other dealing with, each Collateral Vessel or part thereof for any purpose or to any Person which would violate or cause any Finance Party to violate, when and as applicable, any Sanctions, any anti-terrorism law or any Anti-Corruption Law in each case applicable to it.

SECTION 3.23 Compliance with laws. To the best of the Borrower’s knowledge and belief, each Obligor is in compliance in all material respects with all laws and regulations applicable to it, including Anti-Corruption Laws and Anti-Money Laundering Laws and is not under investigation for an alleged violation thereof.

SECTION 3.24 Investments Company Act. No Obligor is required to register as an “investment company,” as defined in the United States Investment Company Act of 1940, as amended without reliance on Section 3(c)(1) and/or Section 3(c)(7) of the Investment Company Act. No Obligor is a “covered fund” for purposes of the regulations adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (commonly referred to as the “Volcker Rule”). The Borrower has made this determination on the basis that no Obligor falls within the definition of “investment company” in Section 3(a)(1) of the Investment Company Act, although other bases or exceptions may be available.

SECTION 3.25 Regulation U. No Obligor is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Federal Reserve Board). No proceeds of the Program Debt will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

SECTION 3.26 Insolvency. (a) No Obligor is unable, nor admits or has admitted its inability, to pay its debts as such debts become due or has suspended making payments on any of its debts; (b) no Obligor, by reason of actual or anticipated financial difficulties neither has commenced, nor intends to commence, negotiations with one or more of its creditors with a view to rescheduling any of its Indebtedness; (c) the value of the assets of the Borrower is not less than its liabilities (taking into account contingent and prospective liabilities); (d) no moratorium has been, or may, in the reasonably foreseeable future be, declared in respect of any Obligor’s Indebtedness; and (e) no reorganization or liquidation of any Obligor has occurred.

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SECTION 3.27 Immunity. (a) The execution by each Obligor of each Loan Document to which it is a party constitutes, and the exercise by it of its rights and performance of its obligations under each such Loan Document will constitute, private and commercial acts performed for private and commercial purposes; and (b) no Obligor will be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in its jurisdiction of incorporation in relation to any Loan Document.

SECTION 3.28 [Reserved].

SECTION 3.29 Jurisdiction and governing law. (a) Each of the following are legal, valid and binding under the Laws of each Obligor’s jurisdiction of incorporation: (i) its irrevocable submission under this Agreement to the jurisdiction of the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof; (ii) its agreement that this Agreement is governed by the law of the State of New York; and (iii) its agreement not to claim any immunity to which it or its assets may be entitled; (b) Any judgment obtained in the State of New York will be recognized and be enforceable by the courts of each Obligor’s jurisdiction of incorporation, subject to any statutory or other conditions of such jurisdiction.

SECTION 3.30 Accounts. Except for the Charged Accounts, no Obligor (other than the Guarantor) has opened or instructed any other Person to open, any accounts.

SECTION 3.31 Charters. On each Borrowing Date, any Eligible Charter relating to a Collateral Vessel which is the subject of such Borrowing shall be in full force and effect.

SECTION 3.32 Ownership. The Borrower is a wholly owned Subsidiary of the Guarantor. Each Vessel Owner is a wholly owned Subsidiary of the Borrower. No Obligor (other than the Guarantor) has any Subsidiaries other than Subsidiaries which are themselves Obligors.

SECTION 3.33 Use of proceeds. The proceeds of the Program Debt will be used by the Borrower (a) to finance or refinance in part the acquisition of the Collateral Vessels purchased or to be purchased by the Vessel Owners (including by refinancing Revolving Loans with Term Loans); and (b) for the general corporate purposes of the Borrower and the Guarantor.

SECTION 3.34 Special purpose representations. Except, in each case, with respect to the Guarantor (a) no Obligor has any employees; (b) no Obligor is a party to any contract or agreement with any Person, or has conducted any business, or has otherwise created or incurred any liability to any Person, other than in connection with the acquisition, chartering and disposition of the Security Assets, the making of Loans or otherwise as permitted by the Loan Documents and activities ancillary thereto; (c) no Obligor is a partner or joint venturer in any partnership or joint venture; and (d) each Obligor has complied in all material respects with all corporate and/or other legal formalities required by its certificate of incorporation, certificate of formation and by-laws, operating agreement, memorandum and articles of association, constitution or similar formation documents, as applicable, and as duly amended prior to the Restatement Date, and by Applicable Law, including, among other things, the observance of all restrictions on activity and corporate or other legal form of each such entity's Organizational Documents.

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SECTION 3.35 Separateness. (a) The Borrower, on behalf of each Obligor (other than the Guarantor) represents that it conducts its business such that it is a separate and readily identifiable business from, and independent of, any Person that is not a Subsidiary, including the Guarantor and each seller under a Purchase Agreement and their respective affiliates (collectively, “Unrelated Parties”), and further covenants as follows:

(i)    each Obligor (other than the Guarantor) observes all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, each Unrelated Party;

(ii)    each Obligor (other than the Guarantor) maintains its assets and liabilities separate and distinct from those of each Unrelated Party other than the Borrower, and will not commingle its assets with those of any Unrelated Party other than the Borrower;

(iii)    each Obligor (other than the Guarantor) maintains its accounts and funds separate and distinct from the accounts and funds of each Unrelated Party other than the Borrower and will receive, deposit, withdraw and disburse its funds separately from any funds of any Unrelated Party other than the Borrower;

(iv)    each Obligor (other than the Guarantor) maintains records, books, accounts and minutes separate from those of any Unrelated Party;

(v)    each Obligor (other than the Guarantor) conducts its own business in its own name, and not in the name of any Unrelated Party;

(vi)    each Obligor (other than the Guarantor) maintains an arm’s-length relationship with its Affiliates;

(vii)    each Obligor (other than the Guarantor) maintains separate financial statements from each Unrelated Party, or if part of a consolidated group, then it will be shown as a separate member of such group;

(viii)    each Obligor (other than the Guarantor) pays its own liabilities and obligations out of its own funds, whether in the ordinary course of business or not, as a legal entity separate from each Unrelated Party, provided that liabilities and obligations of Vessel Owners may be paid by Borrower;

(ix)    each Obligor (other than the Guarantor) uses separate stationery, invoices and checks from those of each Unrelated Party;

(x)    each Obligor (other than the Guarantor) holds itself out as a separate entity, and shall correct any known misunderstanding regarding its status as a separate entity;

(xi)    each Obligor (other than the Guarantor) has not agreed to pay or become liable for any Indebtedness of any Unrelated Party;

(xii)    each Obligor (other than the Guarantor) has not held out that it is a division of any Unrelated Party, or that any Unrelated Party is a division of it;

(xiii)    each Obligor (other than the Guarantor) has not induced any third party to rely on the creditworthiness of any Unrelated Party other than the Guarantor in order that such third party will be induced to contract with it;

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(xiv)    each Obligor (other than the Guarantor) has not entered into any transactions between it and any Unrelated Party that are more favorable to the Unrelated Party than transactions that the parties would have been able to enter into at such time on an arm’s-length basis with a non-affiliated third party, other than any agreements in effect on the Closing Date;

(xv)    each Obligor (other than the Guarantor) observes all corporate or other procedures, including minimum capitalization requirements, required under Applicable Law and under its constitutive documents; and

(xvi)    each Obligor’s (other than the Guarantor) directors act in accordance with their duties at law and exercise independent judgment, and shall not breach those duties or act solely in accordance with any direction, opinion, recommendation or instruction of any Unrelated Party in relation to the approval or rejection of, or the exercise of any voting power in relation to, any transaction approval requirements.

(b)    The Borrower generally carries on its business and manages its affairs as an independent business separate and identifiable from the business of each Unrelated Party and any other Person.

SECTION 3.36 Beneficial Ownership Certification. As of the Restatement Date, to the best knowledge of the Borrower, the information included in the Beneficial Ownership Certification provided on or prior to the Restatement Date to any Lender in connection with this Agreement is true and correct in all respects.

ARTICLE IV

CONDITIONS

SECTION 4.01 Initial Borrowing Date. The obligation of each Lender (including each Issuing Bank) to make Credit Extensions under this Agreement (as amended and restated on the Restatement Date) is subject to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions (and, in the case of each document specified in this Section to be received by the Administrative Agent, such document shall be in form and substance satisfactory to the Administrative Agent and each Lender, and shall only be required to the extent not already provided to the Administrative Agent on or prior to the Restatement Date):

(i)Loan Documents. Copies of counterparts of each of the following documents duly executed by all parties thereto:

(1)this Agreement;

(2)the Intercreditor Agreement, together with, if applicable, an Additional Secured Debt Designation, a Reaffirmation Agreement and Intercreditor Joinder (as each such term is defined in the Intercreditor Agreement);

(3)the Fee Letters;

(4)any Intra Group Loan Agreement;

(5)the Share Pledge in respect of the Borrower (together, to the extent relevant, with any ancillary document required to be provided thereunder, including directors’ resignation letters and letters of authority, signed undated share transfer forms and irrevocable proxies); and

(6)the Account Charge(s) in respect of the Charged Accounts, along with each notice and acknowledgement of charge to the extent applicable;

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(ii)Corporate Documents. In respect of each of the Guarantor and the Borrower:

(1)a copy, certified by a duly authorized representative of such Person to be a true, complete and up to date copy, of the constitutional documents of that Person;

(2)a copy, certified by a duly authorized representative of such Person to be a true copy and as being in full force and effect and not amended or rescinded, of a resolution of the board of directors of such Person:

(a)approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party;

(b)authorizing a Person or Persons to execute and deliver, on behalf of that Person, the Loan Documents to which it is party and any notices or other documents to be given pursuant thereto;

(3)a copy, certified by a duly authorized representative of that Person to be a true copy and as being in full force and effect and not amended or rescinded of the power of attorney (if any) issued by or on behalf of that Person, and not amended or rescinded, authorizing the execution by the attorneys named therein of the Loan Documents to which it is a party; and

(4)specimen signatures of the signatories of that Person (including any attorney named in the power of attorney referred to in paragraph (iii) above), certified by an officer of that Person.

(iii)Service of Process. Evidence that the process agent specified in any of the Loan Documents by an Obligor has accepted its appointment in relation to the relevant Obligor.

(iv)“Know your customer”.

(1)Each of the Finance Parties shall have received satisfactory information in order to satisfy their respective “know your customer” requirements.

(2)To the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Restatement Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Restatement Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this Section (ii) shall be deemed to be satisfied).

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(v)Opinions.

(1)A due execution, capacity and enforcement legal opinion from Marshall Islands’ counsel as to matters of Marshall Islands’ law and, if applicable, Singapore counsel as to matters of Singapore’s law and/or such other counsel where any relevant Obligor may be incorporated in respect of matters of law in such jurisdiction.

(2)If required, reliance letter(s) issued by Marshall Islands and/or Singapore counsel and/or such other counsel as may be relevant with respect to any previous legal opinion(s) issued on matters of law in such other jurisdiction.

(3)A legal opinion from Milbank LLP as to matters of New York law, and if applicable, reliance letter(s) issued with respect to any previous legal opinion issued on such matters.

(4)A due execution and capacity legal opinion from Bermudan counsel as to matters of Bermudan law, or if applicable, reliance letter(s) issued by Bermudan counsel with respect to any previous legal opinion issued on such matters.

(5)An enforceability legal opinion from Hong Kong counsel as to matters of Hong Kong law, or if applicable, reliance letter(s) issued by Hong Kong counsel with respect to any previous legal opinion(s) issued on such matters.

(6)An enforceability legal opinion from British Columbian counsel as to matters of British Columbia law, or if applicable, reliance letter(s) issued by British Columbian counsel with respect to any previous legal opinion issued on such matters.

(7)A second party opinion from Sustainalytics (acting through its entity Jantzi Research Inc. incorporated in Canada) as to the alignment of the Loans with the Sustainability Linked Loan Principles.

(vi)Fees and Expenses. The Obligors shall have paid all fees, costs and expenses (including legal fees and expenses) agreed in writing to be paid by it to the Finance Parties in connection herewith (including pursuant to the Fee Letters) to the extent invoiced at least two (2) Business Days prior to closing (and, in the case of expenses, including legal fees and expenses), provided that any amounts not invoiced two (2) Business Days prior to closing shall be paid promptly upon, and not later than 10 days after, demand therefor.

(vii)Representations and Warranties. The representations and warranties made in Article 3 are true and correct.

(viii)No Default. No Default is outstanding or would result from such initial Borrowing.

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(ix)Other Documents. The Administrative Agent shall have received such other documents as the Administrative Agent or the Required Lenders (through the Administrative Agent) may reasonably request.

Without limiting the generality of Section 8.03(c), for purposes of determining satisfaction of the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Borrowing Date specifying its objection thereto.

SECTION 4.02 Conditions to Borrowings. The obligation of each Lender to make a Borrowing available (including its initial Borrowing) is additionally subject to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions (and, in the case of each document specified in this Section to be received by the Administrative Agent, such document shall be in form and substance satisfactory to the Administrative Agent and each Lender); provided however that any conditions or documents that have previously been satisfied and which remain unchanged may be confirmed by a bring down certificate (in form and substance satisfactory to the Administrative Agent and each Lender):

(i)Loan Documents and Related Contracts. Each of the following documents duly executed by all parties thereto, to the extent applicable:

(1)copy of the Borrowing Request;

(2)to the extent such Borrowing is used to acquire a Collateral Vessel (any such Borrowing, a “Vessel Borrowing”), an original Mortgage (and evidence satisfactory to the Administrative Agent that such Mortgage has been or will be, immediately following the Borrowing, duly registered with applicable registry of the Approved Flag State) in respect of each relevant Collateral Vessel subject to the Borrowing (each a “Relevant Vessel”);

(3)a copy (with originals to follow promptly following closing) of an executed Share Pledge in respect of each relevant Vessel Owner (each a “Relevant Vessel Owner”), together, to the extent relevant, with any ancillary document required to be provided thereunder, including directors’ resignation letters and letters of authority, signed undated share transfer forms and irrevocable proxies;

(4)copies of each Intra Group Loan Agreement;

(5)solely in the case of a Vessel Borrowing, a copy (with originals to follow promptly following closing) of the Intercreditor Joinder (Grantor) (as such term is defined in the Intercreditor Agreement) in respect of each Relevant Vessel Owner;

(6)solely in the case of a Vessel Borrowing, a copy (with originals to follow promptly following closing) of an executed Account Charge in respect of each relevant Vessel Owner Account, where applicable;

(7)solely in the case of a Vessel Borrowing, a copy (with originals to follow promptly following closing) of an executed General Assignment in respect of each Relevant Vessel;

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(8)solely in the case of a Vessel Borrowing, a copy (with originals to follow promptly following closing) of an executed Deed of Covenant in respect of each Relevant Vessel, where applicable;

(9)solely in the case of a Vessel Borrowing, a certified copy of the Management Agreement in respect of each Relevant Vessel;

(10)solely in the case of a Vessel Borrowing, an original Management Agreement Assignment in respect of each Relevant Vessel;

(11)solely in the case of a Vessel Borrowing, an original Manager’s Undertaking;

(12)solely in the case of a Vessel Borrowing, an original Insurances Assignment in respect of each Relevant Vessel;

(13)solely in the case of a Vessel Borrowing, a certified copy of any Eligible Charter in respect of each Relevant Vessel, where applicable;

(14)solely in the case of a Vessel Borrowing, a certified copy of any Charter Guarantee in respect of each Relevant Vessel, where applicable;

(15)solely in the case of a Vessel Borrowing, a certified copy of the Purchase Agreement in respect of each Relevant Vessel, along with each of the documentary conditions precedent set out therein to the extent requested by the Administrative Agent;

(16)solely in the case of a Vessel Borrowing, a copy of the Bill of Sale and the protocol of delivery and acceptance in respect of each Relevant Vessel (and evidence satisfactory to the Administrative Agent that, to the extent required, such documents have been or will be, immediately following the Borrowing, duly registered with applicable registry of the Approved Flag State); and

(17)executed copies (with originals to follow promptly following closing) of all notices and acknowledgments of assignment required to be served under each Security Document referred to above, provided that any acknowledgements to be provided by any Person which is not a member of the Guarantor Group shall be permitted to be provided within fourteen (14) Business Days of the applicable Borrowing Date and the requirement to provide any acknowledgement from a Charterer shall be subject to the provisions of Section 5.24.

(ii)Relevant Vessel documents. Certified copies of: (i) a classification certificate (including a confirmation of class or equivalent certificate) in respect of each Relevant Vessel showing each Relevant Vessel to be in class free from any overdue recommendation, condition or qualification affecting class or, in the event that this is not available, a faxed copy with a certified copy to follow as soon as practicable; (ii) a valid Safety Management Certificate for each Relevant Vessel; (iii) a valid Document of Compliance in respect of each Relevant Vessel; (iv) a valid International Ship Security Certificate for each Relevant Vessel; and (v) to the extent the applicable Relevant Vessel owner has or is required to have such certificate, the certificate listing all the potentially hazardous materials on board each Relevant Vessel.

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(iii)Obligatory Insurances.

(1)Certified copies of the Obligatory Insurances in respect of each Relevant Vessel; and

(2)Fax or email confirmation from each broker and club concerned with the Obligatory Insurances of each Relevant Vessel that:

(a)the relevant cover is in effect;

(b)they will accept notice of assignment of the Obligatory Insurances in favor of the Security Trustee and execute an acknowledgement of the notice in the form reasonably acceptable to the Security Trustee;

(c)they will restrict their lien for unpaid premiums under any fleet policy to unpaid premiums in respect of such Relevant Vessel only;

(d)they will issue a letter of undertaking in the form provided for in the Insurances Assignment;

(e)they will accept endorsement of a loss payable clause on the policies in the form provided for in the Insurances Assignment (in the case of brokers and insurers other than clubs) or will note the interest of the Administrative Agent in the entry for the Relevant Vessel by way of a loss payable clause in their current standard form (in the case of clubs); and

(f)they are not aware of any mortgage, charge, assignment or other encumbrance affecting the Obligatory Insurances with which they are concerned (other than any previously disclosed by the Borrower or the Vessel Owner to the Administrative Agent in writing),

or in form and substance satisfactory to the Administrative Agent's insurance adviser.

(3)Receipt by the Administrative Agent of a final insurance report prepared by BankServe Insurance Services Limited verifying Borrower’s compliance with the insurance requirements set forth in Section 5.26 and 5.27.

(iv)Compliance Certificate. A Compliance Certificate signed by the Borrower and certifying, taking account of the proposed Borrowing: (i) the BB Ratio and that no BB Event will occur or is continuing (including confirmation as to any Excluded Collateral Vessels or exclusions of Asset Values due to any Concentration Limit Event); (ii) the DSCR Ratio and that no DSCR Cash Sweep Event will occur or is continuing; (iii) compliance with the Guarantor Financial Covenants; (iv) compliance with the Concentration Limit Requirements; and (v) compliance with the Hedging Requirement. Such Compliance Certificate will also attach appraisals in form and substance satisfactory to the Administrative Agent setting out (in reasonable detail) the Asset Value and Terminal Value of each Relevant Vessel.

(v)Borrower and Guarantor corporate documents. A bring-down certificate from each of the Borrower and the Guarantor in respect of the items referred to in Section 4.01(b) and, in the case of the Borrower’s bring-down certificate, certifying: (i) that no Default has occurred and is continuing; (ii) that the representations and warranties made in Article 3 shall be true and correct both before and after giving effect to the Borrowing; and (iii) to the Borrower’s knowledge, that the parties to any Eligible Charter in respect of each Relevant Vessel shall be in compliance with the requirements of such Eligible Charter.

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(vi)Relevant Vessel Owner and Manager corporate documents. In respect of each Relevant Vessel Owner and the Manager:

(1)a copy, certified by a duly authorized representative of such Person to be a true, complete and up to date copy, of the constitutional documents of that Person;

(2)a copy, certified by a duly authorized representative of such Person to be a true copy and as being in full force and effect and not amended or rescinded, of a resolution of the board of directors of such Person:

(a)approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party;

(b)authorizing a Person or Persons to execute and deliver, on behalf of that Person, the Loan Documents to which it is party and any notices or other documents to be given pursuant thereto;

(3)a copy, certified by a duly authorized representative of that Person to be a true copy and as being in full force and effect and not amended or rescinded of the power of attorney (if any) issued by or on behalf of that Person, and not amended or rescinded, authorizing the execution by the attorneys named therein of the Loan Documents to which it is a party; and

(4)specimen signatures of the signatories of that Person (including any attorney named in the power of attorney referred to in paragraph (c) above), certified by an officer of that Person.

(vii)Service of Process. Evidence that the process agent specified in any of the Loan Documents by an Obligor has accepted its appointment in relation to the relevant Obligor.

(viii)“Know your customer”. Each of the Finance Parties shall have received satisfactory information in order to satisfy their respective “know your customer” requirements.

(ix)Opinions.

(1)A due execution, capacity and enforcement legal opinion from Marshall Islands’ counsel as to matters of Marshall Islands’ law, and/or from such other counsel as to matters of such other jurisdiction where any Obligor may be incorporated;

(2)A legal opinion from Milbank LLP as to matters of New York law; and

(3)A legal opinion in relation to the registration and enforceability of the Mortgage (if applicable) under the laws of Hong Kong or the laws of such Approved Flag State, as may be applicable.

(x)Existing Security. If applicable, evidence in form and substance satisfactory to the Administrative Agent of the release and discharge of any existing mortgage or other Security Interest affecting any Relevant Vessel, or any other releases in connection with any interest which would or might otherwise, in the Administrative Agent’s opinion, adversely affect the security constituted by the Security Documents.

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(xi)Taxes. Evidence that any Taxes due and payable by the Borrower or any Relevant Vessel Owner in connection with the Relevant Vessel Owner’s purchase of the Relevant Vessel have been paid and discharged in full.

(xii)Fees and Expenses. The Obligors shall have paid all fees, costs and expenses (including legal fees and expenses) invoiced at least two (2) Business Days prior to the applicable Borrowing Date and agreed in writing to be paid by it to the Finance Parties in connection herewith (including pursuant to the Fee Letters) to the extent due (and, in the case of expenses, including legal fees and expenses), provided that any amounts not invoiced two (2) Business Days prior to closing shall be paid promptly upon, and not later than 10 days after, demand therefor.

(xiii)No Default. No Default is outstanding or would result from the Borrowing Date.

(xiv)Other Documents. The Administrative Agent shall have received such other documents as the Administrative Agent or the Required Lenders (through the Administrative Agent) may reasonably request.

SECTION 4.03 Conditions to L/C Credit Extension. The obligation of each Issuing Bank to make an L/C Credit Extension (including its initial Credit Extension) is additionally subject to the satisfaction of the following conditions:

(i)the Administrative Agent and the applicable Issuing Bank shall have received a written request for L/C Credit Extension, as applicable, in accordance with the requirements hereof;

(ii)the representations and warranties of the Borrower set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such L/C Credit Extension;

(iii)no Default shall have occurred and be continuing or would result from such Credit Extension or from the application of proceeds thereof;

(iv)a Compliance Certificate signed by the Borrower and evidencing no Cash Sweep Event or BB Event shall be continuing or would result from such L/C Credit Extension;

(v)the Borrower and the applicable Issuing Bank shall have agreed the fronting fee with respect to each Letter of Credit issued by such Issuing Bank pursuant to Section 2.09(e); and

(vi)the Administrative Agent being satisfied that all applicable Security Documents in connection with such L/C Credit Extension have been duly executed.

Each request for an L/C Credit Extension by the Borrower hereunder and each L/C Credit Extension shall be deemed to constitute a representation and warranty by the Borrower on and as of the date of the applicable L/C Credit Extension as to the matters specified in clauses (b) and (c) above in this Section 4.03.

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SECTION 4.04 Conditions to Restatement. This Agreement shall not become effective until the date on which each of the following conditions is satisfied (and, in the case of each document specified in this Section to be received by the Administrative Agent, such document shall be in form and substance satisfactory to the Administrative Agent and each Lender):

(i)Loan Restatement Documents. The Administrative Agent (or its counsel) shall have received from each party hereto executed counterparts of:

(1)this Agreement;

(2)Intercreditor Agreement (as amended and restated on or about the date hereof); and

(3)each of the Existing Program Debt Documents (as amended and restated on or about the date hereof).

(ii)Security Confirmation. The Administrative Agent (or its counsel) shall have received from each of the Manager and any sub-managers, confirmations as to any existing security granted in connection with this Agreement and any other Secured Debt Documents.

(iii)Fee Letters. Each of the Agent and the other Finance Parties party hereto shall have received from each other party thereto executed counterparts of any Fee Letters entered into in connection with this Agreement.

(iv)Opinions. The Administrative Agent (or its counsel) and each Lender shall have received:

(1)a due execution, capacity and enforcement legal opinion from Marshall Islands’ counsel as to matters of Marshall Islands’ law, from Singapore counsel as to matters of Singapore law and/or from such other counsel as to matters of such other jurisdiction where any Obligor may be incorporated;

(2)a legal opinion from Bermudan counsel as to matters of Bermudan law; and

(3)a legal opinion from Milbank LLP as to matters of New York law.

(v)Corporate Documents. In respect of each of the Guarantor, the Borrower, each Vessel Owner and the Manager:

(1)a copy, certified by a duly authorized representative of such Person to be a true, complete and up to date copy, of the constitutional documents of that Person;

(2)a copy, certified by a duly authorized representative of such Person to be a true copy and as being in full force and effect and not amended or rescinded, of a resolution of the board of directors of such Person:

(a)approving the terms of, and the transactions contemplated by, the Intercreditor Agreement and this Agreement and any other Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party;

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(b)authorizing a Person or Persons to execute and deliver, on behalf of that Person, the Loan Documents to which it is party and any notices or other documents to be given pursuant thereto;

(3)a copy, certified by a duly authorized representative of that Person to be a true copy and as being in full force and effect and not amended or rescinded of the power of attorney (if any) issued by or on behalf of that Person, and not amended or rescinded, authorizing the execution by the attorneys named therein of the Loan Documents to which it is a party; and

(4)specimen signatures of the signatories of that Person (including any attorney named in the power of attorney referred to in paragraph (iii) above), certified by an officer of that Person.

(vi)“Know your customer”.

(1)Each of the Finance Parties shall have received satisfactory information in order to satisfy their respective “know your customer” requirements.

(2)To the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Restatement Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Restatement Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this Section (ii) shall be deemed to be satisfied).

(vii)Fees and Expenses. The Obligors shall have paid all fees, costs and expenses (including legal fees and expenses) agreed in writing to be paid by it to the Finance Parties in connection herewith (including pursuant to the Fee Letters) to the extent invoiced at least two (2) Business Days prior to the Restatement Date (and, in the case of expenses, including legal fees and expenses), provided that any amounts not invoiced two (2) Business Days prior to the Restatement Date shall be paid promptly upon, and not later than 10 days after, demand therefor.

(viii)Representations and Warranties. The representations and warranties made in Article 3 are true and correct.

(ix)No Default. No Default is outstanding or would result from the Restatement Date.

(x)Other Documents. The Administrative Agent shall have received such other documents as the Administrative Agent or the Required Lenders (through the Administrative Agent) may reasonably request.

SECTION 4.05 Post-Restatement Items. Within 1 Business Day of the Restatement Date, the Administrative Agent shall have received evidence satisfactory to it that the Account Bank in respect of the Collection Account, has received and acknowledged receipt of, a copy of the Intercreditor Agreement (as amended and restated on or about the date hereof).

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ARTICLE V

AFFIRMATIVE COVENANTS

Until the Commitments have expired or been terminated, all Obligations shall have been paid in full and all Letters of Credit shall have expired or been canceled (without any pending drawings), the Borrower covenants and agrees with the Lenders that:

SECTION 5.01 Financial Statements. The Borrower will furnish to the Administrative Agent and each Lender: (a) the audited consolidated financial statements of the Guarantor for each of its financial years ending after the Restatement Date; and (b) quarterly consolidated statements of the Guarantor for each quarter of each of their financial years ending after the Restatement Date. All financial statements must be supplied promptly after they are available and: (i) in the case of audited financial statements, within 180 days of the end of the relevant financial period; and (ii) in the case of quarterly financial statements, within 90 days of the end of the relevant financial period. The Borrower must ensure that each set of the financial statements supplied under this Agreement fairly represents in all material respects the financial condition (consolidated or otherwise) of the Guarantor as at the date to which those financial statements were drawn up, subject, in the case of interim financial statements, to year-end adjustments and the absence of footnotes. The Borrower must notify the Administrative Agent of any change to the basis on which the Guarantor’s audited financial statements are prepared. If requested by the Administrative Agent, the Borrower must supply or procure that the following are supplied to the Administrative Agent: (A) a full description of any change notified above; and (B) sufficient information to enable the Lenders to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Administrative Agent and the Lenders under this Agreement. If requested by the Administrative Agent, the Guarantor must enter into discussions for a period of not more than thirty (30) days with a view to agreeing to any amendments required to be made to this Agreement to place the Administrative Agent and the Lenders in the same position as it would have been in if the change had not happened. If no such agreement is reached on the required amendments to this Agreement, the Borrower must ensure that the Guarantor’s or its auditors certify those amendments; the certificate of the auditors will be, in the absence of manifest error, binding on all the parties. Documents required to be delivered pursuant to this Section 5.01 and filed with or furnished to the SEC shall be deemed to have been provided under this Section 5.01 and delivered on the date on which such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (EDGAR).

SECTION 5.02 Compliance Certificates. The Borrower will deliver to the Administrative Agent a Compliance Certificate certified by the Borrower and the Guarantor in the form set out in Exhibit B on the following dates:

(i)within 2 Business Days following each Determination Date;

(ii)five (5) days prior to a Vessel Disposition and if any related Net Sale Proceeds shall be used by the Borrower in making a prepayment in accordance with this Agreement and Section 4.02(e) of the Intercreditor Agreement, as of the date of such prepayment;

(iii)the date of any Total Loss of a Collateral Vessel (as determined by the Administrative Agent and notified to the Borrower);

(iv)five (5) days prior to a Vessel Substitution Date;

(v)upon the release of any Security Assets; and

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(vi)upon any Borrowing Date.

Each Compliance Certificate supplied by the Borrower and the Guarantor shall, amongst other things, set out (in reasonable detail) computations as to compliance with the financial covenants set forth in Section 6.09 below and the Concentration Limit Requirements and must be signed by an officer of the Guarantor.

SECTION 5.03 Valuation.

(i)The valuation of a Collateral Vessel shall be the mean average of two valuations each certified in Dollars and carried out by two of the Approved Valuers (without physical inspection of the relevant Collateral Vessel), reporting to the Administrative Agent by way of written reports in form and substance satisfactory to the Administrative Agent (acting reasonably) on the basis of a sale for prompt delivery of the Collateral Vessel for cash (free of Security Interests), on a without charter basis and at arm's-length on normal commercial terms as between willing seller and buyer.

(ii)There shall be deducted from any value or valuation produced in accordance with this Section 5.03 an amount equal to the sum of (i) the amount which is owing at such time plus (ii) the amount which is scheduled to become due prior to the due date of the next valuation pursuant to clause (d) of this Section 5.03, in each case under the foregoing clauses (b)(i) and (ii), solely to the extent such amount is secured on the Collateral Vessel concerned by any prior or equal ranking Security Interest (other than in favor of the Security Trustee to secure the Secured Obligations).

(iii)Prior to each Borrowing Date in respect of the acquisition of one or more Collateral Vessels, the Borrower will procure a valuation in relation to each such Collateral Vessel, on the basis described in subsections 5.03(a) and (b) above.

(iv)In respect of the Collateral Vessels, the Borrower will procure updated valuations on the basis described in this Section 5.03 every six months as of December 31 and June 30, provided that if a BB Event occurs and is not cured on the immediately succeeding Payment Date, the Borrower shall procure updated valuations on each Determination Date until such BB Event is cured. Such valuations shall be (or have been) used as the basis for determining the BB Ratio and shall be attached to each Compliance Certificate delivered pursuant to Section 5.02.

(v)The Borrower will procure in favor of the Administrative Agent and the Approved Valuers, all such information as they may reasonably require in order to effect such valuations.

(vi)All valuations shall be at the expense of the Borrower.

(vii)Any valuation under this Section 5.03 shall be binding and conclusive (save for manifest error).

SECTION 5.04 Access to Books and Records. Upon the request of the Administrative Agent, the Obligors shall provide the Administrative Agent and any of its representatives, professional advisors and contractors with access to, and permit inspection of, its books and records, in each case at reasonable times and upon reasonable notice; provided that unless an Event of Default has occurred and is continuing, such inspections shall not occur more than one time during any calendar year.

SECTION 5.05 Information - miscellaneous. Each of the Borrower and the Guarantor must supply to the Administrative Agent in sufficient copies (which may take the form of an electronic copy) for all the Lenders:

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(i)information with respect to the Collateral Vessels reasonably requested by Administrative Agent and copies of any publicly available information regarding the Obligors;

(ii)promptly upon becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against it and which would reasonably be expected, if adversely determined, to have a Material Adverse Effect;

(iii)promptly upon becoming aware of them, details of any claim, lawsuit, action, proceedings or investigation which are current, threatened or pending against it with respect to Sanctions; and

(iv)promptly on request (i) such further information, in sufficient copies (which may take the form of an electronic copy) for all the Lenders, regarding the financial condition and operations of the Obligors as the Administrative Agent or as the Lenders may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with the Beneficial Ownership Regulation.

SECTION 5.06 Notification of Default.

(i)Unless the Administrative Agent has already been so notified, the Borrower must notify the Administrative Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

(ii)Promptly on request by the Administrative Agent but not more often than once in any 3 month period, unless the Administrative Agent, acting reasonably, believes an Event of Default has occurred and is continuing (in which event the Administrative Agent shall specify the applicable Event of Default and shall be entitled to make such requests as and when it considers it appropriate to do so), the Borrower must supply to the Administrative Agent a certificate, signed by two (2) of its authorized signatories on its behalf, certifying that no Event of Default is continuing or, if an Event of Default is continuing, specifying the Event of Default and the steps, if any, being taken to remedy it.

SECTION 5.07 Know your customer checks.

(i)If:

(1)the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the Restatement Date;

(2)any change in the beneficial ownership of the Guarantor after the Restatement Date;

(3)any change in the status of an Obligor after the Restatement Date; or

(4)a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Administrative Agent or any Lender (or, in the case of Section 5.07(a)(iv), any prospective new Lender) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the Administrative Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in Section 5.07(a)(iv), on behalf of any prospective new Lender) in order for the Administrative Agent, such Lender or, in the case of the event described in Section 5.07(a)(iv), any prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Loan Documents,

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(ii)Each Lender shall promptly upon the request of the Administrative Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Administrative Agent (for itself) in order for the Administrative Agent to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Loan Documents.

(iii)The Borrower shall promptly upon the request of the Administrative Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender in order for the Administrative Agent or such Lender to refresh and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Loan Documents, provided that the Borrower shall not be required to comply with any such request from the Administrative Agent or any Lender more than once in any twelve (12) month period.

SECTION 5.08 Use of websites. The Borrower acknowledges and agrees that any information under this Agreement may be delivered to a Lender (through the Administrative Agent) onto an electronic website if:

(i)the Administrative Agent and the Lender agree;

(ii)the Administrative Agent appoints a website provider and designates an electronic website for this purpose;

(iii)the designated website is used for communication between the Administrative Agent and the Lenders;

(iv)the Administrative Agent notifies the Lenders of the address and password for the website;

(v)the information can only be posted on the website by the Administrative Agent; and

(vi)the information posted is in a format agreed between the Borrower and the Administrative Agent.

The cost of the website shall be borne by the Borrower, subject to such cost being agreed by the Borrower beforehand. Any Lender may request, through the Administrative Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the designated website. The Borrower shall at its own cost comply with any such request within ten (10) Business Days.

SECTION 5.09 Authorizations. Each Obligor must promptly obtain, maintain and comply, in all material respects, with the terms of any authorization required under any Applicable Law to enable it to perform its obligations under, or for the validity or enforceability of, any Loan Document.

SECTION 5.10 Compliance with laws. Each Obligor must comply and must procure that the Manager complies in all material respects with all Applicable Laws to which it is subject.

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SECTION 5.11 Pari passu ranking. Each Obligor must ensure that its payment obligations under the Loan Documents rank at least pari passu with all its other present and future unsecured and unsubordinated payment obligations, except for obligations mandatorily preferred by law applying to companies generally.

SECTION 5.12 Place of business. Each Obligor must:

(i)establish and maintain a place of business in, and shall keep its corporate documents and records at any of Hong Kong, the Republic of Singapore and Vancouver, or any of them, provided the Administrative Agent is satisfied that such establishment in such location does not adversely affect the validity, enforceability or effectiveness of any Loan Document and does not give rise to any requirement under any Applicable Law for a deduction for withholding Tax; and

(ii)except with respect to the Guarantor, will not establish, or do anything as a result of which it would be deemed to have, a place of business in any other location other than Hong Kong, the Republic of Singapore and Vancouver without the consent of the Administrative Agent (acting on the instructions of the Required Lenders, such consent not to be unreasonably withheld or delayed).

SECTION 5.13 Security. Each Obligor:

(i)will procure that each Mortgage to which it is a party is, and continues to be, registered as a first priority mortgage on the registry of the relevant Approved Flag State;

(ii)without prejudice to paragraph (a) will procure that the Mortgages and any other security conferred by it under any Security Document are registered as a first priority interest with the relevant authorities within the period prescribed by the Applicable Laws and is maintained and perfected with the relevant authorities;

(iii)will at its own cost, use best efforts to ensure that any Loan Document to which it is a party validly creates the obligations and Security Interests which it purports to create; and

(iv)without limiting the generality of paragraph (a) above, will at its own cost, promptly register, file, record or enroll any Loan Document to which it is a party with any court or authority, pay any stamp, registration or similar tax payable in respect of any such Loan Document, give any notice or take any other step which, in the reasonable opinion of the Administrative Agent, is or has become necessary for any such Loan Document to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates.

SECTION 5.14 Separateness Covenants. Each Obligor (other than the Guarantor) shall conduct its business such that it is a separate and readily identifiable business from, and independent of, any Unrelated Party, and further covenants as follows:

(i)Each Obligor (other than the Guarantor) will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, each Unrelated Party;

(ii)Each Obligor (other than the Guarantor) shall maintain its assets and liabilities separate and distinct from those of each Unrelated Party other than the Borrower, and will not commingle its assets with those of any Unrelated Party other than the Borrower;

(iii)Each Obligor (other than the Guarantor) shall maintain its accounts and funds separate and distinct from the accounts and funds of each Unrelated Party other than the Borrower and will receive, deposit, withdraw and disburse its funds separately from any funds of any Unrelated Party other than the Borrower;

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(iv)Each Obligor (other than the Guarantor) shall maintain records, books, accounts and minutes separate from those of any Unrelated Party;

(v)Each Obligor (other than the Guarantor) shall conduct its own business in its own name, and not in the name of any Unrelated Party;

(vi)Each Obligor (other than the Guarantor) shall maintain an arm’s-length relationship with its Affiliates;

(vii)Each Obligor (other than the Guarantor) shall maintain separate financial statements from each Unrelated Party, or if part of a consolidated group, then it will be shown as a separate member of such group;

(viii)Each Obligor (other than the Guarantor) shall pay its own liabilities and obligations out of its own funds, whether in the ordinary course of business or not, as a legal entity separate from each Unrelated Party, provided that liabilities and obligations of Vessel Owners may be paid by Borrower;

(ix)Each Obligor (other than the Guarantor) shall use separate invoices and checks from those of each Unrelated Party;

(x)Each Obligor (other than the Guarantor) shall hold itself out as a separate entity, and correct any known misunderstanding regarding its status as a separate entity;

(xi)Each Obligor (other than the Guarantor) shall not agree to pay or become liable for any Indebtedness of any Unrelated Party;

(xii)Each Obligor (other than the Guarantor) shall not hold out that it is a division of any Unrelated Party, or that any Unrelated Party is a division of it;

(xiii)Each Obligor (other than the Guarantor) shall not induce any third party to rely on the creditworthiness of any Unrelated Party other than the Guarantor in order that such third party will be induced to contract with it;

(xiv)Each Obligor (other than the Guarantor) shall not enter into any transactions between it and any Unrelated Party that are more favorable to the Unrelated Party than transactions that the parties would have been able to enter into at such time on an arm’s-length basis with a non-affiliated third party, other than any agreements in effect on the Restatement Date;

(xv)Each Obligor (other than the Guarantor) shall observe all corporate or other procedures required under Applicable Law and under its constitutive documents; and

(xvi)Each Obligor (other than the Guarantor) shall procure that each of its directors will act in accordance with their duties at law and exercise independent judgment, and shall not be in breach of those duties, act solely in accordance with any direction, opinion, recommendation or instruction of any Unrelated Party in relation to the approval or rejection of, or the exercise of any voting power in relation to, any transaction approval requirements.

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SECTION 5.15 Registration of the Collateral Vessels. Each Obligor shall and procure that the Manager shall:

(i)procure and maintain the valid and effective provisional registration of the Collateral Vessels under the flag of an Approved Flag State and shall effect permanent registration of the Collateral Vessel within two months following the Borrowing Date, and shall ensure nothing is done or omitted by which the registration of the Collateral Vessels would or might be defeated or imperiled; and

(ii)not change the name or port of registration of the Collateral Vessels without the prior written notice to the Administrative Agent.

SECTION 5.16 Classification and repair. Each Obligor will, and will procure that the Manager will:

(i)ensure that the Collateral Vessels are surveyed from time to time as required by the Classification Society in which that Collateral Vessel is for the time being entered and maintain and preserve each Collateral Vessel in good working order and repair, ordinary wear and tear excepted, and in any event in such condition as will entitle each to classification free of all recommendations or conditions against class that are not overdue;

(ii)procure that all repairs to or replacement of any damaged, worn or lost parts or equipment shall be effected in such manner (both as regards workmanship and quality of materials) as not to diminish the value of the Collateral Vessels;

(iii)unless required to comply with clause (e) below, not remove any material part of any of the Collateral Vessels, or any item of equipment installed on any of the Collateral Vessels unless the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed, is free from any Security Interest (other than any Permitted Liens) or any right in favor of any Person other than the Administrative Agent and becomes on installation on that Collateral Vessel the property of the relevant Vessel Owner and subject to the security constituted by the relevant Security Document(s) provided that such Vessel Owner may install and remove equipment owned by a third party if the equipment can be removed without any risk of material damage to a Collateral Vessel;

(iv)ensure that each Collateral Vessel complies in all material respects with all Applicable Laws from time to time applicable to vessels registered under the laws and flag of the relevant Approved Flag State;

(v)not without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld), cause or permit to be made any substantial change in the structure, type or performance characteristics of any of the Collateral Vessels and provide notification of such substantial changes in structure, type or performance characteristics of any of the Collateral Vessels to the Administrative Agent and, furthermore, provide confirmation to the Administrative Agent that such substantial change in structure, type or performance characteristics of any of the Collateral Vessels shall not result in a breach of any covenant under this Agreement; provided, however, that this Section 5.16(e) shall not apply to (i) modifications of any Collateral Vessel with respect to ballast water treatment systems, bulbous bows, and scrubbers provided that there is no reduction in the value of such Collateral Vessel, and (ii) mandatory modifications to any Collateral Vessel required by Applicable Law from time to time;

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(vi)maintain a safe, sustainable and socially responsible policy with respect to dismantling of the Collateral Vessels;

(vii)ensure that any Collateral Vessel controlled by it or sold to an intermediary with the intention of being scrapped prior to the Discharge of Secured Obligations, is recycled at a recycling yard which conducts its recycling business in a socially and environmentally responsible manner, in accordance with the provisions of the Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009 (the “Hong Kong Convention”) and/or Regulation (EU) No 1257/2013 of the European Parliament and of the Council of 20 November 2013 on ship recycling and amending Regulation (EC) No 1013/2006 and Directive 2009/16/EC, as applicable; and

(viii)procure, with effect from the earlier of (i) December 31, 2020 and (ii) the date the Hong Kong Convention comes into force, obtain an Inventory of Hazardous Material in respect of the Collateral Vessel owned by it which shall be maintained until the Discharge of Secured Obligations. For the purposes of this clause, “Inventory of Hazardous Material” means a statement of compliance issued by the relevant Classification Society which includes a list of any and all materials known to be potentially hazardous present in a Collateral Vessel’s structure and equipment, also referred to as “List of Hazardous Materials” or “Green Passport”.

SECTION 5.17 Lawful and safe operation. Each Obligor will, and will procure that the Manager will:

(i)operate each Collateral Vessel and cause each Collateral Vessel to be operated in a manner consistent in all material respects with any and all laws, regulations, treaties and conventions (and all rules and regulations issued thereunder) from time to time applicable to that Collateral Vessel;

(ii)not cause or permit any of the Collateral Vessels to trade with, or within the territorial waters of, any country in which her safety could reasonably be expected to be imperiled by exposure to piracy, terrorism, arrest, requisition, confiscation, forfeiture, seizure, destruction or condemnation as prize;

(iii)not cause or permit any of the Collateral Vessels to be employed in any manner which will or may give rise to any reasonable degree of likelihood that such Collateral Vessel would be liable to requisition, confiscation, forfeiture, seizure, destruction or condemnation as prize;

(iv)not cause or permit any of the Collateral Vessels to be employed in any trade or business which is forbidden by international law or is illicit or in knowingly carrying illicit or prohibited goods;

(v)in the event of hostilities in any part of the world (whether war be declared or not) not cause or permit any of the Collateral Vessels to be employed in carrying any contraband goods and that she does not trade in any zone after it has been declared a war zone by any authority or by any of that Collateral Vessel's war risks Insurers unless that Collateral Vessel's Insurers shall have confirmed to the Borrower that such Collateral Vessel is held covered under the Obligatory Insurances for the voyage(s) in question; and

(vi)not charter any of the Collateral Vessels or permit any of the Collateral Vessels to serve under any contract of affreightment with any foreign country or national of any foreign country which would be contrary to Applicable Law or would render any Loan Document or the security conferred by the Security Documents unlawful.

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SECTION 5.18 Repair of the Collateral Vessels. No Obligor will and each Obligor will procure that the Manager will not, put any of the Collateral Vessels into the possession of any Person for the purpose of work being done upon her beyond the amount of US$5,000,000 (or equivalent), other than for classification or scheduled dry docking unless such Person shall have given an undertaking to the Administrative Agent not to exercise any lien on that Collateral Vessel or Obligatory Insurances for the cost of that work or otherwise.

SECTION 5.19 Arrests and liabilities. Each Obligor will, and will procure that the Manager will, at all times:

(i)pay and discharge all obligations and liabilities whatsoever which have given or may give rise to liens (other than Permitted Liens) on or claims enforceable against any of the Collateral Vessels and take all reasonable steps to prevent a threatened arrest of any of the Collateral Vessels;

(ii)notify the Administrative Agent promptly in writing of the levy of either distress on any of the Collateral Vessels or her arrest, detention, seizure, condemnation as prize, compulsory acquisition or requisition for title or use and (save in the case of compulsory acquisition or requisition for title or use) obtain her release within thirty (30) days;

(iii)pay and discharge when due all dues, taxes, assessments, governmental charges, fines and penalties lawfully imposed on or in respect of any of the Collateral Vessels or any Obligor except those which are being disputed in good faith by appropriate proceedings (and for the payment of which adequate reserves have been provided or are and continue to be available) and provided that the continued existence of such dues, taxes, assessments, governmental charges, fines or penalties does not give rise to any reasonable degree of likelihood that any of the Collateral Vessels would be liable to arrest, requisition, confiscation, forfeiture, seizure, destruction or condemnation as prize; and

(iv)pay and discharge all other obligations and liabilities whatsoever in respect of any of the Collateral Vessels and the Obligatory Insurances except those which are being disputed in good faith by appropriate proceedings (and for the payment of which adequate reserves have been provided or are and continue to be available) and provided that the continued existence of those obligations and liabilities in respect of any of the Collateral Vessels and the Obligatory Insurances does not give rise to any reasonable degree of likelihood that such Collateral Vessel would be liable to arrest, requisition, confiscation, forfeiture, seizure, destruction or condemnation as prize and provided always that each Collateral Vessel remains properly managed and insured at all times in accordance with the terms of the Loan Documents.

SECTION 5.20 Environment. Each Obligor shall, and shall procure that the Manager shall, at all times:

(i)comply with all applicable Environmental Laws including, without limitation, requirements relating to the establishment of financial responsibility (and shall require that all Environmental Representatives of such Obligor comply with all applicable Environmental Laws and obtain and comply with all required Environmental Approvals, which Environmental Laws and Environmental Approvals relate to any of the Collateral Vessels or her operation or her carriage of cargo); and

(ii)promptly upon the occurrence of any of the following events in relation to a Collateral Vessel, provide to the Administrative Agent a certificate of an officer of the Borrower or of the Borrower's agents specifying in detail the nature of the event concerned:

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(1)the receipt by the Borrower or any Environmental Representative (where the Borrower has knowledge of the receipt) of any Environmental Claim; or

(2)any release of Hazardous Materials.

SECTION 5.21 Information regarding the Collateral Vessels. Each Obligor shall, and shall procure that the Manager shall, at all times:

(i)promptly notify the Administrative Agent of the occurrence of any accident, casualty or other event which has caused or resulted in or may cause or result in a Collateral Vessel being or becoming a Total Loss;

(ii)promptly notify the Administrative Agent of any material requirement or recommendation made by any insurer or Classification Society or by any competent authority which is not complied with in a timely manner;

(iii)if requested by the Administrative Agent (not more than once in any calendar year), provide the Administrative Agent with a schedule setting out all intended dry dockings of any of the Collateral Vessels;

(iv)promptly notify the Administrative Agent of any Environmental Claim being made in connection with any of the Collateral Vessels or its operation;

(v)promptly notify the Administrative Agent of any claim for breach of the ISM Code being made in connection with any of the Collateral Vessels or its operation;

(vi)promptly notify the Administrative Agent of any claim for breach of the ISPS Code being made in connection with any of the Collateral Vessels or its operation;

(vii)give to the Administrative Agent from time to time on request such information, in sufficient copies (which may take the form of electronic copies) for all the Lenders, as the Administrative Agent may reasonably request regarding any of the Collateral Vessels, her employment, position and engagements;

(viii)provide the Administrative Agent with copies of the classification certificate of the Collateral Vessels and of all periodic damage or survey reports on any of the Collateral Vessels which the Administrative Agent may reasonably request;

(ix)promptly furnish the Administrative Agent with full information of any casualty or other accident or damage to any of the Collateral Vessels involving an amount in excess of US$1,500,000 (or equivalent);

(x)give to the Administrative Agent and its duly authorized representatives reasonable access to any of the Collateral Vessels for the purpose of conducting on board inspections and/or surveys of such Collateral Vessel provided that (i) the Administrative Agent shall co-operate with the Borrower in respect of the timing for and the place where such surveys take place in order to minimize disruption to the activities of such Collateral Vessel, and (ii) unless a Default has occurred and is continuing or such on board inspection and/or survey demonstrates that a Default is continuing, such inspections and/or surveys shall (x) not occur more than one time during any calendar year and (y) not take place at the expense of the Borrower; and

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(xi)if the Administrative Agent reasonably believes an Event of Default may have occurred and the Administrative Agent specifies such Event of Default, furnish to the Administrative Agent from time to time upon reasonable request certified copies of the ship's log in respect of any of the Collateral Vessels.

SECTION 5.22 Provision of further information. Each Obligor shall, and shall procure that the Manager shall, as soon as practicable following receipt of a request by the Administrative Agent, provide the Administrative Agent, with sufficient copies for all the Lenders (which may take the form of electronic copies), with any additional or further financial or other information relating to any of the Collateral Vessels, the Obligatory Insurances or to any other matter relevant to, or to any provision of, a Loan Document which the Administrative Agent may reasonably request. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification.

SECTION 5.23 Management. Each Obligor shall, and shall procure that the Manager shall, ensure that at all times:

(i)the relevant Collateral Vessel is managed by the Manager; and

(ii)no Manager shall terminate or materially vary (or agree to materially vary) the terms of its management.

There shall be no change in the Manager or appointment of an alternative manager unless such replacement or alternative manager is a Manager and the terms of its appointment are approved by the Administrative Agent, and, simultaneously with its appointment, the management agreement with such manager is assigned to the Security Trustee and the manager enters into a Manager’s Undertaking, each on substantially the same terms as applicable to the previous manager, and such other documents and evidence of the kind referred to in Section 4.01 and Section 4.02 in respect of the management arrangements are provided in respect of such replacement management arrangements.

SECTION 5.24 Charters. Each Vessel Owner shall be entitled to let its Collateral Vessels, pursuant to an Eligible Charter or other Charter, provided always that each Vessel Owner complies with the terms of this Agreement and the other Loan Documents (including the Concentration Limit Requirements) and:

(i)if a Vessel Owner enters into a Charter in respect of a Collateral Vessel, it promptly notifies the Administrative Agent thereof;

(ii)such Vessel Owner shall either promptly obtain the consent (if required) of the Charterer to the assignment of that Charter pursuant to the General Assignment or ensure that the terms of such Charter permit assignment of that Charter without consent;

(iii)such Vessel Owner serves a notice of assignment upon the Charterer pursuant to the terms of the General Assignment and, if such Vessel Owner is party to a Charter with a term that exceeds twelve (12) months (including any extension options) such Vessel Owner shall obtain an acknowledgement from the Charterer (and such Vessel Owner shall use reasonable endeavors to obtain such acknowledgement in a signed writing as opposed to by email, which shall otherwise be acceptable if such Charterer refuses to provide such acknowledgement in a signed writing);

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(iv)Vessel Owners may only enter into bareboat or demise charters with Eligible Bareboat Charterers, as such term is defined in Schedule 2.02, and, prior to entering into any such bareboat or demise charter, the Borrower shall procure that a Charterer’s Undertaking is provided by the applicable Charterer (unless, after using commercially reasonable efforts to procure such Charterer’s Undertaking, the Borrower is unable to reach agreement with the relevant Charterer for the provision of such Charterer’s Undertaking and the Administrative Agent consents to the foregoing). In addition, the Borrower shall procure that any such bareboat or demise charter includes an undertaking from the Charterer to the effect that such Charterer will not permit the use or operation of the applicable Collateral Vessel (i) in any country or territory that at such time is the subject of Sanctions, or (ii) in any other manner that will result in a violation by any Person, the Finance Parties or any other Person participating in the Program Debt (whether as underwriter, advisor, investor or otherwise) of Sanctions;

(v)Vessel Owners shall procure the prior written consent of the Administrative Agent for any charter where more than six (6) months charterhire is paid in advance;

(vi)Vessel Owners shall procure the prior written consent of the Administrative Agent for any arrangement under which Earnings of any Collateral Vessel may be shared with anyone else; and

(vii)Vessel Owners shall procure the prior written consent of the Administrative Agent for any charter with any Affiliate of the Guarantor or which is otherwise than on arm’s length terms.

SECTION 5.25 Termination of Eligible Charters. At all times until the Maturity Date, each Obligor shall advise the Administrative Agent of any of the following events:

(i)any breach (other than a technical breach which is cured promptly) by the relevant Charterer or the Vessel Owner of the terms of an Eligible Charter of which such Obligor becomes aware;

(ii)the termination of an Eligible Charter by either the relevant Vessel Owner or the relevant Charterer; and

(iii)as soon as it becomes aware of such event, the occurrence of an insolvency event of the nature referred to in Section 7.01(f), (g), (h) or (j) in respect of a Charterer.

SECTION 5.26 Scope of Obligatory Insurances. Each Vessel Owner will, or in the case of a Collateral Vessel subject to a Charter which is a demise or bareboat charter, shall procure that the Charterer of such Collateral Vessel will, in respect of each Collateral Vessel:

(i)at all times for a Collateral Vessel, keep that Collateral Vessel insured in the applicable Required Insurance Amount, in Dollars in the name of the relevant Vessel Owner or, as may be applicable, in the joint names of the Vessel Owner, the Charterer (if such Collateral Vessel is subject to a Charter which is a demise or bareboat charter), the Manager (except if such Collateral Vessel is subject to a Charter which is a demise or bareboat charter to a Person not a member of the Guarantor Group), any manning or crewing agents (except if such Collateral Vessel is subject to a Charter which is a demise or bareboat charter to a Person not a member of the Guarantor Group) and/or (if the Administrative Agent so requires) the Security Trustee (provided that all such Persons, other than the Security Trustee, any third party crewing agents (outside the Guarantor Group) and, in respect of protection and indemnity liability insurances only, any crewing agents within the Guarantor Group, have provided an assignment of their interests in such insurances to (i) the Security Trustee, or (ii) in the case of Collateral Vessels that are subject to a demise or bareboat charter, to the relevant Vessel Owner or the Security Trustee; provided further that in such cases, the terms of any assignment of insurances in favor of the relevant Vessel Owner shall expressly provide that the Vessel Owner shall assign its rights thereunder in favor of the Security Trustee, and the relevant Vessel Owner provides such onward assignment and assignment of its own interests in such insurances to the Security Trustee)) without the Administrative Agent or the Security Trustee being liable for but having the right to pay premiums, through brokers approved by the Administrative Agent against fire and usual marine risks (including hull and machinery and Excess Risks) with approved underwriters or insurance companies approved by the Administrative Agent and by

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policies in form and content approved by the Administrative Agent with a deductible which is a Required Deductible Amount or in an amount reasonably satisfactory to the Administrative Agent;

(ii)at all times for a Collateral Vessel, keep that Collateral Vessel insured in the applicable Required Insurance Amount in the same manner as above against war risks (including risks of mines and all risks, whether or not regarded as war risks, London Blocking and Trapping Addendum and Lost Vessel clause, excepted by the free of capture and seizure clauses in the standard form of Lloyds marine policy) either:

(1)with underwriters or insurance companies approved by the Administrative Agent and by policies in form and content approved by the Administrative Agent; or

(2)by entering the relevant Collateral Vessel in an approved war risks association,

and for the avoidance of doubt, such war risks insurance will include protection and indemnity liability up to at least the applicable Required Insurance Amount, excluding any liability in respect of death, injury or damage to crew, and shall include a deductible which is a Required Deductible Amount or in an amount reasonably satisfactory to the Administrative Agent;

(iii)at all times for a Collateral Vessel, keep that Collateral Vessel entered in respect of her full value and tonnage in an approved protection and indemnity association against all risks as are normally covered by such protection and indemnity association (including pollution risks and the proportion not recoverable in case of collision under the running down clause inserted in the ordinary Lloyds policies), such cover for pollution risks to be for:

(1)a minimum amount of US$1,000,000,000 or such other amount of cover against pollution risks as shall at any time be comprised in the basic entry of each Collateral Vessel with either a protection and indemnity association which is an acceptable member of either the International Group of protection and indemnity associations (or any successor organization designated by the Administrative Agent for this purpose) or the International Group (or such successor organization) itself; or

(2)if the International Group or any such successor ceases to exist or ceases to provide or arrange any cover for pollution risks (or any supplemental cover for pollution risks over and above that afforded by the basic entry of each Collateral Vessel with its protection and indemnity association), such aggregate amount of cover against pollution risks as shall be available on the open market and by basic entry with a protection and indemnity association for ships of the same type, size, age and flag as each respective Collateral Vessel,

provided that, if any Collateral Vessel has ceased trading or is in lay up and in either case has unloaded all cargo, the level of pollution risks cover afforded by ordinary protection and indemnity cover available through a member of the International Group or such successor organization or, as the case may be, on the open market in such circumstances shall be sufficient for such purposes; and

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(iv)at all times for a Collateral Vessel, whenever any Collateral Vessel is trading to Japanese territorial waters and when so required by the Administrative Agent, maintain in full force and effect social responsibility insurance in respect of the Collateral Vessel with underwriters or insurance companies approved by the Administrative Agent and by policies in form and content approved by the Administrative Agent, provided always that a first class Vessel Owner or operator of vessels such as the Collateral Vessels would maintain and effect such social responsibility insurance.

SECTION 5.27 Obligatory Insurances. Without prejudice to its obligations under Section 5.26, each Vessel Owner will, or, in the case of a Collateral Vessel subject to a Charter which is a demise or bareboat charter to a Person who is not a member of the Guarantor Group, shall procure that the Charterer of such Collateral Vessel will:

(i)not without the prior consent of the Administrative Agent materially alter any Obligatory Insurance nor make, do, consent or agree to any act or omission which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum paid out under any Obligatory Insurance repayable in whole or in part;

(ii)not cause or permit any Collateral Vessel to be operated or traded in any way inconsistent with the provisions or warranties of, or implied in, or outside the cover provided by, or which would trigger the exclusion clause (or similar) under, any Obligatory Insurance or to be engaged in any voyage or to carry any cargo not permitted by any Obligatory Insurances without first covering the relevant Collateral Vessel in the relevant Required Insurance Amount and her freights for an amount approved by the Administrative Agent in Dollars or another approved currency with the Insurers;

(iii)duly and punctually pay when due all premiums, calls, contributions or other sums of money from time to time payable in respect of any Obligatory Insurance;

(iv)renew all Obligatory Insurances at least three (3) days before the relevant policies or contracts expire and procure that the approved brokers and/or war risks and protection and indemnity clubs and associations shall promptly confirm in writing to the Administrative Agent as and when each renewal is effected;

(v)forthwith upon the effecting of any Obligatory Insurance, give written notice of the insurance to the Administrative Agent stating the full particulars (including the dates and amounts) of the insurance, and on request produce the receipts for each sum paid by it pursuant to paragraph (c) above;

(vi)not settle, release, compromise or abandon any claim in respect of any Total Loss unless the Administrative Agent is satisfied that such release, settlement, compromise or abandonment will not prejudice the interests of the Finance Parties under or in relation to any Loan Document;

(vii)arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association;

(viii)procure that the interest of the Security Trustee is noted on all policies of insurance;

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(ix)procure that a loss payee provision in the form scheduled to the Insurances Assignment is endorsed on all policies of insurance relating to the Collateral Vessels;

(x)obtain from the relevant insurance brokers and P&I Club letters of undertaking in the forms scheduled to the Insurances Assignments; and

(xi)in the event that the Vessel Owner (or, where applicable, the relevant Charterer of a Collateral Vessel which is subject to a Charter which is a demise or bareboat charter to a Person who is not a member of the Guarantor Group) receives payment of any moneys under the Insurances Assignment, save as provided in the loss payable clauses scheduled to the Insurances Assignment, forthwith pay over the same to the Security Trustee and, until paid over, such moneys (to the extent they are held by any Obligor) shall be held in trust for the Security Trustee.

SECTION 5.28 Power of Administrative Agent to insure. If the Obligors (and/or, where applicable, the relevant Charterer(s) of a Collateral Vessel which is subject to a Charter which is a demise or bareboat charter to a Person who is not a member of the Guarantor Group) fail to effect and keep in force Obligatory Insurances in accordance with this Agreement, it shall be permissible, but not obligatory, for the Administrative Agent to effect and keep in force insurance or insurances in the amounts required under this Agreement and entries in a protection and indemnity association or club and, if it deems necessary or expedient, to insure the war risks upon any Collateral Vessel, and the Borrower will reimburse the Administrative Agent for the costs of so doing.

SECTION 5.29 ISM Code. Each Vessel Owner shall, and shall procure that the Manager shall (or in the case of a Collateral Vessel which is subject to a Charter which is a demise or bareboat charter to a Person who is not a member of the Guarantor Group, shall procure that the Charterer of such Collateral Vessel shall):

(i)at all times be responsible for compliance by itself and by each Collateral Vessel with the ISM Code; and

(ii)at all times ensure that:

(1)each Collateral Vessel has a valid Safety Management Certificate (as defined in the ISM Code);

(2)each Collateral Vessel is subject to a safety management system (as defined in the ISM Code) which complies with the ISM Code; and

(3)there is a valid Document of Compliance (as defined in the ISM Code), which is held on board the Collateral Vessel;

(iii)deliver to the Administrative Agent, a copy of a valid Safety Management Certificate and a valid Document of Compliance in respect of the relevant Collateral Vessel, in each case duly certified by an officer of the Borrower;

(iv)promptly notify the Administrative Agent of any actual or, upon becoming aware of the same, threatened withdrawal of an applicable Safety Management Certificate or Document of Compliance;

(v)promptly notify the Administrative Agent of the identity of the Person ashore designated for the purposes of paragraph 4 of the ISM Code and of any change in the identity of that Person; and

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(vi)promptly upon becoming aware of the same notify the Administrative Agent of the occurrence of any material accident or major non-conformity (as defined in the ISM Code) requiring action under the ISM Code.

SECTION 5.30 ISPS Code. Each Obligor shall, and shall procure that the Manager shall, or, in the case of a Collateral Vessel subject to a Charter which is a demise or bareboat charter to a Person who is not a member of the Guarantor Group, shall procure that the Charterer of such Collateral Vessel at all times shall:

(i)comply and be responsible for compliance by itself and by each Collateral Vessel with the ISPS Code; and

(ii)ensure that:

(1)each Collateral Vessel has a valid International Ship Security Certificate;

(2)each Collateral Vessel's security system and its associated security equipment comply with section 19.1 of Part Appendix 1 of the ISPS Code;

(3)each Collateral Vessel's security system and its associated security equipment comply in all respects with the applicable requirements of Chapter XI-2 of SOLAS and Appendix 1 of the ISPS Code; and

(4)an approved ship security plan is in place.

SECTION 5.31 Dry Docking. The Guarantor shall ensure that each Obligor shall meet all of that Obligor’s obligations with respect to the cost of scheduled dry docking in relation to the Collateral Vessel owned by such Obligor and that such costs are paid when due except those costs which are being disputed in good faith by appropriate proceedings (and for the payment of which adequate reserves have been provided or are and continue to be available).

SECTION 5.32 Rating. If the Obligors obtain a credit rating from a rating agency as required by any Program Debt, the Borrower shall, solely during the period for which such rating is required to be maintained by the applicable Program Debt, be required to maintain a rating with the relevant rating agency or any replacement rating agent selected by Borrower. For the avoidance of any doubt, the requirement to maintain a rating shall not be breached if the rating changes (upwards or downwards) and, if a rating is provided by a rating agency but, prior to its publication, the ratings process is withdrawn, the Borrower shall not be required to maintain such rating.

SECTION 5.33 Taxation.

(i)Each Obligor shall pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:

(1)such payment is being contested in good faith;

(2)in each case to the extent required by GAAP, adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements delivered to the Administrative Agent under Section 5.01; and

(3)such payment can be lawfully withheld and failure to pay those Taxes does not have or is not reasonably likely to have a Material Adverse Effect.

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(ii)No Obligor (other than the Guarantor) may change its residence for Tax purposes except with the consent of the Administrative Agent, such consent not to be unreasonably withheld.

SECTION 5.34 Decarbonization Certificates

(i)The Borrower must supply to, or procure the supply to, the Administrative Agent on or before 10 Business Days prior to each Delta Test Date, in sufficient copies (which may take the form of an electronic copy) for the Lead Sustainability Coordinator and all Lenders:

(1)all Compliance Data in support of the Decarbonization Certificate to be delivered on the next in time Delta Test Date and such other information required by the Lead Sustainability Coordinator (requested by the Administrative Agent if so directed by or on behalf of the Lead Sustainability Coordinator) in order to populate the Draft DC (defined below) in accordance with sub-section 5.34(b), provided that where such Collateral Vessel is subject to a bareboat or demise charter with an Eligible Bareboat Charterer, the Borrower shall use reasonable efforts to obtain such Compliance Data from that Eligible Bareboat Charterer. Where the Borrower is unable to procure such Compliance Data after reasonable efforts, the Lead Sustainability Coordinator shall have reference to corresponding reasonable estimates for the applicable Delta Test Period obtained from a Classification Society at the Borrower’s cost, in place of any unavailable “Compliance Data” when calculating the AER and/or the Collateral Vessel Delta on the relevant Delta Test Date; and

(2)the relevant extracts of the provisions of any Qualifying Charter Contract including a Sustainability Linked Charter Mechanism, certified by a Responsible Officer of the Borrower,

provided always that none of the Lenders shall publicly disclose such information delivered under this Section 5.34(a) with the identity of the relevant vessel without the prior written consent of the Borrower. For the avoidance of doubt, such information shall be “Confidential Information” for the purposes of Section 9.12 (Treatment of Certain Information; Confidentiality) but the Borrower acknowledges that, in accordance with the Poseidon Principles, such information will form part of the information published regarding each relevant Lender’s portfolio climate alignment,

and provided further that if the Borrower fails to comply with the conditions set out in, or deliver when due any of the documents and/or items contemplated by, this Section 5.34, then no Default or Event of Default will result therefrom, and the only consequence shall be a pricing adjustment (if applicable) to the Margin as otherwise contemplated by this Agreement.

The details of the metrics and trajectory used in the Qualifying Charter Contracts are provided by the Borrower to the Lead Sustainability Coordinator, who will provide its opinion on the appropriateness of the metrics and trajectory used in the Sustainability Linked Charter Mechanism. The Borrower shall then calculate the number of Qualifying Charter Contracts and the QCC Ratio. An appropriate external reviewer will then verify the Borrower’s calculation and whether the Sustainability Linked Charter Mechanism is satisfied. The Borrower will provide the details necessary to assess the relevance of the trajectory and indicator to the Lead Sustainability Coordinator and provide any additional information regarding baseline and comparison for such assessment.

(ii)Within 5 Business Days of receipt of the Compliance Data and any other information to be provided in accordance with Section 5.34(a) above, the Lead Sustainability Coordinator shall send to the Borrower, with a copy to the Administrative Agent, a draft (which may be in electronic form), of the populated Decarbonization Certificate to be delivered by the Borrower for the applicable Delta Test Period, on the next in time Delta Test Date (“Draft DC”).

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(iii)Subject to any revisions and/or amendments to the Draft DC prepared by the Lead Sustainability Coordinator pursuant to Section 5.34(b) above being prior agreed in writing between the Administrative Agent, the Lead Sustainability Coordinator and the Borrower (the “Amended Draft DC”), on or before 2 Business Days before such next in time Delta Test Date, the Borrower must supply to, or procure the supply to, the Administrative Agent in sufficient copies (which may take the form of an electronic copy) for the Lead Sustainability Coordinator and all Lenders, a completed Decarbonization Certificate for the applicable Delta Test Period, in a form reflective of either the Draft DC or Amended Draft DC, as applicable, and which is signed by a Responsible Officer of the Borrower.

(iv)Notwithstanding anything in this Agreement to the contrary, the Lead Sustainability Coordinator shall not:

(1)have any duty to verify and/or confirm the accuracy of any information, calculations and/or other details (including but not limited to any Compliance Data provided to it in accordance with this Section 5.34) included and/or reflected in any Draft DC, Amended Draft DC and/or Decarbonization Certificate; and

(2)be liable to the Borrower or any other party for:

(a)any inaccuracies or errors in such information, calculations and/or other details (including but not limited to transposing any Compliance Data provided to it in accordance with this Section 5.34) included and/or reflected in any Draft DC, Amended Draft DC and/or Decarbonization Certificate; and/or

(b)any failure to deliver, or delay in delivering, a Draft DC to and/or any failure to agree, or delay in agreeing an Amended DC with, the Borrower and the Administrative Agent in accordance with this Section 5.34, if such failure and/or delay in delivering any Draft DC and/or agreeing any Amended DC, (i) arises as a result of, or in connection with, the Borrower’s (x) failure to deliver and/or delay in delivering, any Compliance Data and/or other information required by the Lead Sustainability Coordinator and/or a Decarbonization Certificate, and/or (y) failure to agree, or delay in agreeing, any Amended DC, or (ii) is not directly caused by any act or omission on the part of the Lead Sustainability Coordinator, in each case in accordance with the terms of this Section 5.34,

and the Borrower hereby confirms and acknowledges for the benefit of the Lead Sustainability Coordinator, that notwithstanding any of the provisions of this Agreement, the contents of any Decarbonization Certificate, signed by a Responsible Officer of the Borrower and delivered in accordance with this Section 5.34, shall be verified by the Borrower only, and shall be true and accurate in all material respects.

ARTICLE VI

NEGATIVE COVENANTS

Until the Commitments have expired or been terminated, all Obligations have been paid in full and all Letters of Credit have expired or been canceled (without any pending drawings), the Borrower covenants and agrees with the Lenders that:

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SECTION 6.01 Security Interests. Each Obligor shall not, and each Obligor shall procure that the Manager does not, create or permit to subsist any Security Interest over the Obligatory Insurances or any other Security Assets or any Related Contract other than:

(i)Permitted Liens; or

(ii)with the prior written consent of the Administrative Agent.

SECTION 6.02 Mergers. No Obligor (other than the Guarantor) shall enter into any amalgamation, demerger, merger or corporate reconstruction (other than intercompany mergers and amalgamations which would not otherwise lead to a contravention of this Agreement or any other Loan Document).

SECTION 6.03 Special Purpose Covenants. Unless otherwise stated, references to “Obligor” in this Section 6.03 shall be deemed, for this Section only, to exclude the Guarantor:

(i)No Obligor shall have any employees.

(ii)No Obligor shall enter into any contract or agreement with any Person, or conduct any business, or otherwise create or incur any liability to any Person, other than in connection with the acquisition, chartering and disposition of the Security Assets, the making of Loans or otherwise as permitted by the Loan Documents and activities ancillary thereto.

(iii)No Obligor shall incur any Indebtedness other than (i) Indebtedness normally associated with the day to day operation of the Collateral Vessels, or otherwise in the normal course of business, (ii) Indebtedness under the Related Contracts and the Loan Documents, and (iii) Indebtedness under Intra Group Loans.

(iv)No Obligor (other than the Guarantor) shall principally engage in any business other than the direct or indirect ownership, operation and chartering of container vessels and any business incidental or related thereto. The Guarantor shall not principally engage in any business other than the direct or indirect ownership, operation and chartering of seagoing vessels and any business incidental or related thereto.

(v)No Obligor shall own, or otherwise have title to, any deposit account or securities account other than the Charged Accounts.

(vi)No Obligor shall create or own any Subsidiary except, in the case of the Borrower, any Vessel Owner.

(vii)No Obligor shall be party to any Intra Group Loan Agreement unless the lender under such Intra Group Loan Agreement has fully subordinated its rights thereunder and provided certain other undertakings in accordance with Section 5.02 of the Intercreditor Agreement and, in no circumstances, shall the maturity date in respect of any such Intra Group Loan occur on or prior to the Maturity Date.

SECTION 6.04 Payment of dividends. No Obligor shall pay any dividends or make any other distributions (whether by loan or otherwise) to shareholders unless, (a) under Applicable Law and accounting principles in its jurisdiction of incorporation, it is entitled to pay such dividends or make such other distribution, and (b) no Default has occurred and is continuing.

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SECTION 6.05 Vessel Substitutions. A Vessel Owner may not substitute a Collateral Vessel with one or more vessels (each a “Substitute Vessel”) unless such vessel substitution is completed subject to and in accordance with the following conditions:

(i)the Borrower provides notice thereof at least five (5) Business Days prior to the date that it wishes the Substitute Vessel to become a Collateral Vessel and the existing Collateral Vessel to be released as a Collateral Vessel;

(ii)each Substitute Vessel satisfies the requirements for being a Collateral Vessel hereunder and, on the date on which it becomes a Collateral Vessel, the Administrative Agent shall receive all conditions precedent it would be entitled to receive under Article IV in form and substance satisfactory to the Administrative Agent;

(iii)the Borrower provides a Compliance Certificate evidencing such substitution will not give rise to a Default, a Concentration Limit Event, a breach of the Guarantor Financial Covenants, a BB Event or a DSCR Cash Sweep Event, assuming for the purposes of the calculation of such requirements that the substitution had taken place, and no such event shall be continuing; and

(iv)such Substitute Vessel shall become a Collateral Vessel on the same date as the existing Collateral Vessel ceases to be a Collateral Vessel for the purposes of the Loan Documents.

SECTION 6.06 Vessel Dispositions and Removals. A Vessel Owner may not sell or dispose of a Collateral Vessel (a “Vessel Disposition”) unless the Vessel Disposition is completed subject to and in accordance with the following conditions:

(i)the Administrative Agent shall have received five (5) Business Days’ prior written notice (a “Disposition Notice”) of any such Vessel Disposition from the Borrower, and such Disposition Notice shall specify the proposed date of the Vessel Disposition, the relevant Collateral Vessel subject of the Vessel Disposition, the proposed buyer, the purchase price, levels of cash deposit and/or letter of credit provided by or on behalf of the proposed buyer and the anticipated Net Sale Proceeds (it being acknowledged that such information may change);

(ii)such Vessel Disposition shall not be permitted if, after giving effect to the application of the proceeds thereof, a Default, Concentration Limit Event, breach of the Guarantor Financial Covenants, BB Event or DSCR Cash Sweep Event would occur;

(iii)such Vessel Disposition shall not be permitted at any time when a Default, a Concentration Limit Event, a breach of the Guarantor Financial Covenants, a BB Event or a DSCR Cash Sweep Event is continuing, unless such Vessel Disposition or the application of the proceeds thereof would cure such Default, Concentration Limit Event, breach of the Guarantor Financial Covenants, BB Event or DSCR Cash Sweep Event, as applicable; and

(iv)the Administrative Agent shall have received no later than three (3) Business Days prior to the date of such Vessel Disposition a written confirmation from the Borrower:

(1)confirming that such Vessel Disposition is proceeding;

(2)confirming the date on which such Vessel Disposition is scheduled to be completed (it being acknowledged that such date may change);

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(3)incorporating a representation and warranty from the Borrower in connection with the matters referred to in subsections (b) and (c) above and certifying the BB Ratio and DSCR Ratio following such Vessel Disposition (including the supporting calculations).

In addition, a Vessel Owner may from time to time designate any Collateral Vessel to cease to be a Collateral Vessel, and thereby cause such Collateral Vessel to cease to be subject to the terms and conditions of this Agreement, so long as the Vessel Owner would be permitted pursuant to the above provisions to sell or dispose of such Collateral Vessel in circumstances where the proceeds thereof are zero, assuming that all references to any disposition of such Collateral Vessel pursuant to the above provisions referred instead to its removal as a Collateral Vessel.

SECTION 6.07 Year end. No Obligor shall change its financial year end except with prior notice to the Administrative Agent and, in the case of any Obligor other than the Guarantor, prior consent of the Administrative Agent (not to be unreasonably withheld or delayed).

SECTION 6.08 Related Contracts. Subject to Obligors’ right to release, substitute and dispose of Collateral Vessels, no Obligor shall take any action, enter into any document or agreement or omit to take any action or to enter into any document or agreement which would, or would reasonably be expected to, cause any Obligatory Insurances or Management Agreement to cease to remain in full force and effect and shall use commercially reasonable efforts to procure that each other party to such Related Contract does not take any action, enter into any document or agreement or omit to take any action or to enter into any document or agreement which would, or could reasonably be expected to, cause such Related Contract to cease to remain in full force and effect.

SECTION 6.09 Financial Covenants.

(i)Borrowing Base Ratio. If on any BB Test Date it is determined that a BB Event has occurred and is continuing, the Borrower shall, on the next Payment Date, prepay the Loan in accordance with Section 4.02(a)(viii) of the Intercreditor Agreement; provided that the Borrower shall be permitted to deposit or pledge Additional Security pursuant to Section 6.10 in an amount sufficient to ensure that a BB Event is not continuing after giving effect to such pledge or deposit.

(ii)Debt Service Coverage Ratio. On any Test Date a DSCR Cash Sweep Event shall occur if the DSCR Ratio is less than 1.25:1.

(iii)Consolidated Tangible Net Worth. The Guarantor must ensure that its Consolidated Tangible Net Worth always equals or exceeds four hundred and fifty million Dollars ($450,000,000).

(iv)Gearing. The Guarantor must ensure that its Total Borrowings are always less than 75% of its Total Assets.

(v)Interest and Principal Coverage Ratio. The Guarantor must ensure that its Interest and Principal Coverage Ratio is always greater than or equal to 1.1:1.

(vi)Guarantor Cross Default. The Guarantor must ensure its Indebtedness is paid when due (having due regard to any applicable grace period), provided that it shall not be a breach of this subsection if the Guarantor fails to pay its Indebtedness when due but the aggregate amount of such Indebtedness is less than $100,000,000 or its equivalent.

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Each of the Guarantor Financial Covenants set forth in Sections 6.09(c) to (f) (inclusive) above shall be tested on each Determination Date by reference to each rolling twelve (12) month Measurement Period, and compliance shall be evidenced in the Compliance Certificates.

SECTION 6.10 Creation of Additional Security. The value of any additional security which the Borrower offers to provide pursuant to Section 6.09(a) will only be taken into account for the purposes of determining the BB Ratio if and when:

(i)that additional security, its value and the method of its valuation have been approved by the Administrative Agent (and, where required, the holders of any Additional Secured Debt), provided that (i) cash and (ii) any vessel which could be a Substitute Vessel (by meeting the criteria set forth in Section 6.05 and said conditions are met (other than, for the avoidance of doubt, the removal of any Collateral Vessel)), shall be approved additional security;

(ii)a Security Interest over that security has been constituted in favor of the Security Trustee in an approved form and manner;

(iii)the Loan Documents have been unconditionally amended in such a manner as the Administrative Agent and Borrower reasonably agree in consequence of that additional security being provided; and

(iv)the Administrative Agent, or its duly authorized representative, has received such documents and evidence it may reasonably require in relation to that amendment and additional security including documents and evidence of the type referred to in Article IV in relation to that amendment and additional security and its execution and (if applicable) registration.

SECTION 6.11 No amendment to Related Contracts. No Obligor shall amend or agree to any material amendment to the Obligatory Insurances or the Management Agreements without the prior written consent of the Administrative Agent.

SECTION 6.12 Anti-Corruption law. (a) Each Obligor and its Subsidiaries shall conduct their business in compliance with Anti-Corruption Laws; and (b) Each Obligor shall ensure that no proceeds of the Program Debt will be applied in a manner or for a purpose prohibited by Anti-Corruption Laws.

SECTION 6.13 Sanctions. (a) Each Obligor shall ensure that no proceeds of the Program Debt will be made available, directly or, to the knowledge of the Obligors, indirectly, to or for the benefit of, or used to fund any activities with or business of a Sanctioned Person, or in any country territory that, at the time of such funding, is the subject of Sanctions, or otherwise applied in a manner or for a purpose prohibited by Sanctions or Anti-Corruption Laws, or which would result in a violation of Sanctions by any Person (including any Person participating in the Program Debt, whether as underwriter, advisor, investor, lender, hedge provider, facility or security agent or otherwise); (b) each Obligor and its Subsidiaries shall remain in compliance with all Sanctions and shall implement a policy for Sanctions in line with the requirements in this Agreement; (c) no Obligor nor their respective Subsidiaries shall fund all or part of any repayment required to be made pursuant to Program Debt out of proceeds directly or indirectly derived from any business, activities or transactions which would be prohibited by Sanctions or which would otherwise cause any Person or a Lender to be in breach of Sanctions or to otherwise become the subject or target of Sanctions; (d) no Obligor nor their respective Subsidiaries shall (and shall procure that no Charterer of any Collateral Vessel will) operate, possess, use, dispose of or otherwise deal with, or procure or allow the ownership, operation, possession, use, disposal of or any other dealing with, each Collateral Vessel or part thereof for any purpose or to any Person which would violate or cause any Finance Party to violate, when and as applicable, any Sanctions, any anti-terrorism law or any Anti-Corruption Law in each case applicable to it; and (e) no Obligor will permit the use or operation of any Collateral Vessel (i) in any country or territory that at such time is the subject of Sanctions, (ii) by a Sanctioned Person, or (iii) in any other manner that will result in a violation by any Person, the Finance Parties or any other Person participating in the Program Debt (whether as underwriter, advisor, investor or otherwise) of Sanctions.

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SECTION 6.14 Additional Secured Debt. Each Obligor shall ensure that the terms of any Program Debt Documents (or any amendments thereto and restatements thereof) entered into after the date hereof (other than terms related to interest rates and fees), shall (i) not be on more beneficial terms to the relevant Secured Parties thereunder than the terms of the Loan Documents are to the Finance Parties, and (ii) if such Additional Secured Debt shall be of the same facility or debt instrument type as the Obligations arising hereunder (excluding in respect of any revolving credit facility), not amortize more quickly, or have a shorter term, than the Obligations (unless prior to the effectiveness of such Program Debt Document or its amendment and/or restatement, such amendments are made to the Loan Documents to ensure the terms of the Loan Documents are at least as favorable as the terms of the relevant Program Debt Documents).

ARTICLE VII

EVENTS OF DEFAULT

SECTION 7.01 Events of Default. If any of the following events (each, an “Event of Default”) shall occur:

(i)any Obligor shall fail to pay any amount payable by it under the Loan Documents in the manner required under the Loan Documents, unless the non-payment is remedied within three Business Days of the due date;

(ii)an Obligor shall fail to comply with any term of Sections 3.22, 5.26, 5.27(a), (b), (c) and (f), 6.01, 6.03, 6.09(c) to (e), 6.12 and 6.13;

(iii)an Obligor shall fail to comply with any other term of the Loan Documents not already referred to in Section 7.01(b) above (excluding Section 5.34), unless the non-compliance: (i) is capable of remedy; and (ii) is remedied within thirty (30) days (or, in the case of Section 5.06(a), five (5) Business Days) of the earlier of (i) the date on which written notice of such failure is delivered to Guarantor and (ii) any Obligor having knowledge of such failure to comply;

(iv)a representation made or repeated by an Obligor in any Loan Document or in any document delivered by or on behalf of the Obligor under any Loan Document is incorrect in any material respect when made or deemed to be repeated, unless the circumstances giving rise to the misrepresentation: (i) are capable of remedy; and (ii) are remedied within thirty (30) days of the earlier of (i) the date on which written notice of such misrepresentation is delivered to Guarantor and (ii) any Obligor having knowledge of such misrepresentation;

(v)a BB Event shall occur and continue uncured for more than six (6) months;

(vi)any of the following occurs in respect of an Obligor: (i) any of its Indebtedness is not paid when due (after the expiry of any originally applicable grace period); (ii) any of its Indebtedness: (A) becomes prematurely due and payable; or (B) is placed on demand; or (C) is capable of being declared by a creditor to be prematurely due and payable or being placed on demand, in each case, as a result of an event of default (howsoever described) and after the expiry of any applicable grace period; or (iii) any commitment for its Indebtedness is cancelled or suspended as a result of an event of default (howsoever described), unless, in the case of the Guarantor, the aggregate amount of Indebtedness falling within (i) to (iii) above is less than US$100,000,000 or its equivalent;

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(vii)any of the following occurs in respect of an Obligor: (i) it is deemed for the purposes of any Applicable Law to be unable to pay its debts as they fall due or insolvent; (ii) it admits its inability to pay its debts as they fall due; (iii) it suspends making payments on any of its debts or announces an intention to do so; or (iv) a moratorium is declared in respect of any of its indebtedness, provided that if a moratorium occurs in respect of an Obligor, the ending of the moratorium will not remedy any Event of Default caused by the moratorium;

(viii)any of the following occurs in respect of an Obligor: (i) any step is taken with a view to a moratorium, a composition, assignment or similar arrangement with any of its creditors; (ii) a meeting of its shareholders, directors or other officers is convened for the purpose of considering any resolution to petition for or to file documents with a court for its winding-up, administration or dissolution or any such resolution is passed; (iii) any Person presents a petition, or files documents with a court for its winding-up, administration or dissolution; (iv) an order for its winding-up, administration or dissolution is made; (v) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, receiver and manager, administrative receiver, administrator or similar officer is appointed in respect of it or any of its assets; (vi) its directors, shareholders or other officers request the appointment of or give notice of their intention to appoint a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, receiver and manager, administrative receiver, administrator or similar officer; or (vii) any other analogous step or procedure is taken or appointment is made in any jurisdiction, provided that subsections (i) to (vii) above shall not apply to a frivolous or vexatious petition for winding-up presented by a creditor in respect of an Obligor which is being contested in good faith and with due diligence and is discharged or struck out within, in the case of an Obligor (other than Guarantor), forty-five (45) days or, in the case of the Guarantor, sixty (60) days;

(ix)any attachment, sequestration, distress, execution, enforcement action or analogous event affects any asset(s) of the Obligors and, in relation to the Guarantor only, the same is not discharged or stayed pending appeal within sixty (60)days;

(x)an Obligor suspends, ceases, or threatens to suspend, cease, to carry on all or, in the case of the Guarantor, a material portion of its business, provided that lay-up of a Collateral Vessel or other action in the ordinary course of business shall not constitute a suspension of business by a Vessel Owner for these purposes;

(xi)(i) an Obligor (other than Guarantor) fails to comply with or pay any sum due from it under any final judgment or any final order made or given by any court of competent jurisdiction in a non-appealable judgment or order with respect to which the amount in controversy exceeds $5,000,000 or (ii) Guarantor fails to comply with or pay any sum due from it under any final judgment or any final order made or given by any court of competent jurisdiction in a non-appealable judgment or order with respect to which the amount in controversy exceeds $100,000,000;

(xii)the Borrower ceases to be a direct wholly owned Subsidiary of the Guarantor;

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(xiii)any Obligor (other than the Borrower or the Guarantor) ceases to be a wholly owned subsidiary of the Borrower, except in connection with a permitted disposal of a Collateral Vessel in accordance with the Loan Documents;

(xiv)it is or becomes unlawful for an Obligor to perform any of its material obligations under the Loan Documents or any Related Contract as a result of the act or inaction of an Obligor; or any material provision of a Loan Document is not effective or is alleged by the Borrower to be ineffective for any reason; or any material provision of a Loan Document is not effective or is alleged by any party (other than a Finance Party, the Borrower or the Account Bank) to be ineffective for any reason; or an Obligor repudiates any material provision of a Loan Document or evidences an intention to repudiate any material provision of a Loan Document; or any party (other than a Finance Party or the Account Bank) repudiates or rescinds any material provision of a Loan Document or evidences an intention to repudiate or rescind any material provision of a Loan Document;

(xv)any of the Security Documents ceases to be valid in any material respect or any of those Security Documents creating a Security Interest in favor of the Security Trustee ceases to provide a perfected first priority security interest in favor of the Security Trustee as a result of the act or inaction of an Obligor, provided that no Event of Default shall occur under this provision (i) if (A) the applicable Security Documents relate to certain Collateral Vessels only and the Asset Values of such Collateral Vessels account for no more than seven point five per cent. (7.5%) of the aggregate Asset Values of all Collateral Vessels, and (B) the Borrower remedies such circumstances within 10 days (and during such period the Borrower is diligently taking action to remedy such circumstances), or (ii) if, on the date any Security Document to which a Collateral Vessel or the applicable Vessel Owner is subject ceases to be valid in any material respect or any Security Document creating a Security Interest in such Collateral Vessel or the applicable Vessel Owner in favor of the Security Trustee ceases to provide a perfected first priority security interest in favor of the Security Trustee in such Collateral Vessel or the applicable Vessel Owner, such Collateral Vessel is subject to a Vessel Disposition or otherwise ceases to be a Collateral Vessel under and in accordance with the provisions of Sections 6.05 or 6.06;

(xvi)[Reserved];

(xvii)the registration of any Collateral Vessel at the registry of any Approved Flag State is cancelled or any Collateral Vessel is arrested or otherwise detained and such Collateral Vessel is not released within thirty (30) days, provided that no Event of Default shall occur under this provision (i) if (A) the applicable circumstances relate to certain Collateral Vessels only and the Asset Values of such Collateral Vessels account for no more than ten per cent. (10%) of the aggregate Asset Values of all Collateral Vessels, and (B) the Borrower remedies such circumstances within 10 days (and during such period the Borrower is diligently taking action to remedy such circumstances), which period shall, in the case of any arrest or detention be in addition to the thirty (30) day period above, or (ii) if, on the date of the applicable cancellation in the case of any cancellation of the registration of any Collateral Vessel at the registry of any Approved Flag State or prior to the expiry of the thirty (30) day in the case of arrest or detention of a Collateral Vessel, such Collateral Vessel is subject to a Vessel Disposition or otherwise ceases to be a Collateral Vessel under and in accordance with the provisions of Sections 6.05 or 6.06;

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(xviii)any Obligor, or anyone acting through an Obligor, makes any withdrawal from, or instructs an Account Bank to make any payment from, any Charged Account, other than in accordance with Article IV of the Intercreditor Agreement;

(xix)any other event or circumstance occurs which gives rise to a Material Adverse Effect;

then, and in every such event (other than an event with respect to the Borrower described in clause (g) or (h) of this Section), and at any time thereafter during the continuance of such event, the Administrative Agent may (but without any obligation to do so), and at the request of the Required Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times:

(1)terminate the Commitments, and thereupon the Commitments shall terminate immediately;

(2)declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower;

(3)require that the Borrower Cash Collateralize the L/C Obligations as provided in Section 2.19(a); and

(4)exercise on behalf of itself, the Lenders and the Issuing Banks all rights and remedies available to it, the Lenders and the Issuing Banks under the Loan Documents and/or in respect of the Security Assets;

provided that, in case of any event with respect to the Borrower described in clause (g) or (h) of this Section, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other Obligations accrued hereunder, shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as provided in clause (iii) above shall automatically become effective, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

ARTICLE VIII

AGENCY

SECTION 8.01 Appointment and Authority. Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall, unless a contrary indication appears in a Loan Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Administrative Agent in accordance with any instructions given to it by (a) all Lenders or the relevant proportion of the Lenders if the relevant Loan Document stipulates the matter is, as applicable, an all Lender decision or a decision requiring some specified proportion of the Lenders and (b) in all other cases, the Required Lenders. Except as otherwise provided in Section 8.06(b), the provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and the Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Document (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

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SECTION 8.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall, if applicable, have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity, if applicable. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

SECTION 8.03 Exculpatory Provisions.

(i)The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(1)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(2)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(3)shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

(ii)The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 8.01 and 9.02), or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent in writing by the Borrower, a Lender or an Issuing Bank.

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(iii)The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

(iv)If a payment is made by the Administrative Agent (or its Affiliates) in error or if a Lender or another recipient of funds is not otherwise entitled to receive such funds, then such Lender or recipient shall promptly following demand, but in any event not later than two Business Days following such demand, repay to the Administrative Agent the portion of such payment that was made in error (or otherwise not intended to be received) in same day funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent (or its Affiliate) to such Lender or recipient to the date such amount is repaid to the Administrative Agent in same day funds at the applicable overnight rate from time to time in effect. Each Lender and other party hereto waives the discharge for value defense in respect of any such payment.

SECTION 8.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, increase, reinstatement or renewal of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

SECTION 8.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

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SECTION 8.06 Resignation of Administrative Agent.

(i)The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation of such retiring Administrative Agent shall become effective in accordance with such notice on the Resignation Effective Date.

(ii)With effect from the Resignation Effective Date (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

SECTION 8.07 Non-Reliance on Agents and Other Lenders. Each Lender and Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Agent or Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

SECTION 8.08 No Other Duties. Anything herein to the contrary notwithstanding, the Structuring Agent, the Global Coordinator, the Mandated Lead Arrangers and the Co-Sustainability Coordinators, each listed on the cover page hereof, shall not have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Bank hereunder.

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SECTION 8.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(i)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Banks and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Banks and the Administrative Agent under Section 9.03) allowed in such judicial proceeding; and

(ii)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and Issuing Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section 9.03.

SECTION 8.10 Intercreditor Agreement

Each of the Lenders, each Issuing Bank and each Hedge Counterparty hereby instructs the Administrative Agent to enter into the Intercreditor Agreement and agrees, for the enforceable benefit of all holders of all existing and future Secured Obligations and each existing and future Secured Lien Representative, to each of the matters set out in paragraphs (1) to (3) of the definition of Lien Sharing and Priority Confirmation in the Intercreditor Agreement.

SECTION 8.11 Erroneous Payments

(i)If the Administrative Agent (x) notifies a Finance Party, or any Person who has received funds on behalf of a Finance Party (any such Finance Party or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Finance Party or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 8.11 and held in trust for the benefit of the Administrative Agent, and such Finance Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two (2) Business Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except

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to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Base Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(ii)Without limiting immediately preceding clause (a), each Finance Party or any Person who has received funds on behalf of a Finance Party (and each of their respective successors and assigns), agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement or in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Finance Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case:

(1)it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(2)such Finance Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 8.11(b).

For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 8.11(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 8.11(a) or on whether or not an Erroneous Payment has been made.

(iii)Each Finance Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Finance Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Finance Party under any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Administrative Agent has demanded to be returned under immediately preceding clause (a).

(iv)

(1)In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor in accordance with immediately preceding clause (a), from any Lender or Issuing Bank that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender or Issuing Bank at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender or Issuing Bank shall be deemed to have assigned its Loans (but not its Commitments) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment

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Impacted Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance)), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to the Platform) with respect to such Erroneous Payment Deficiency Assignment, (B) the Administrative Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender or Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning Issuing Bank shall cease to be a Lender or Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender or assigning Issuing Bank, (D) the Administrative Agent and the Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Administrative Agent will reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender or Issuing Bank and such Commitments shall remain available in accordance with the terms of this Agreement.

(2)The Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or Issuing Bank shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender or Issuing Bank (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Lender or Issuing Bank (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Administrative Agent on or with respect to any such Loans acquired from such Lender or Issuing Bank pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the Administrative Agent) and (y) may, in the sole discretion of the Administrative Agent, be reduced by any amount specified by the Administrative Agent in writing to the applicable Lender or Issuing Bank from time to time.

(v)The parties hereto agree that (x) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Finance Party, to the rights and interests of such Finance Party, as the case may be) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that the Obligors’ Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of Loans that have been assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Obligor; provided that this Section 8.11 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower for the purpose of making such Erroneous Payment.

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(vi)To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine.

(g)    Each party’s obligations, agreements and waivers under this Section 8.11 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

SECTION 8.12 Certain ERISA Matters.

(i)Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true:

(1)such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments or this Agreement,

(2)the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement,

(3)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84- 14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement, or

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(4)such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(ii)In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

ARTICLE IX

MISCELLANEOUS

SECTION 9.01 Notices; Public Information.

(i)Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or email as follows:

(1) if to the Borrower, to it at Unit 2, 16/F., W668 Building, Nos. 668 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong, China, Attention of Chief Financial Officer (Facsimile No. +852 3010 1868; Telephone No. +852 3588 9400; Email: gtalbot@atlascorporation.com and legal@seaspanltd.ca);

(2)if to the Guarantor, to it at Unit 2, 16/F., W668 Building, Nos. 668 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong, China, Attention of Chief Financial Officer (Facsimile No. +852 3010 1868; Telephone No. +852 3588 9400; Email: gtalbot@atlascorporation.com and legal@seaspanltd.ca);

(3)if to the Administrative Agent, to Citibank, N.A. at Citibank Delaware, 1615 Brett Road, OPS III, New Castle, DE 19720, USA, Attention of Agency Operations (Facsimile No. +1 (646) 274-5080; Telephone No. +1 (302) 894-6010; Email: GlAgentOfficeOps@Citi.com);

(4)if to any Issuing Bank, to it at the address provided in writing to the Administrative Agent and the Borrower at the time of its appointment as an Issuing Bank hereunder; and

(5)if to a Lender, to it at its address (or facsimile number or email address) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

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(ii)Electronic Communications. Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by electronic communication (including e-mail, FpML, and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or Issuing Bank pursuant to Article II if such Lender or Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(iii)Change of Address, etc. Any party hereto may change its address, email, telephone or facsimile number for notices and other communications hereunder by written notice to the other parties hereto.

(iv)Platform.

(1)The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make the Communications (as defined below) available to the Issuing Banks and the other Lenders by posting the Communications on the Platform.

(2)The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender or any other Person or entity for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of communications through the Platform. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower pursuant to any Loan Document or the transactions contemplated therein that is distributed to the Administrative Agent, any Lender or any Issuing Bank by means of electronic communications pursuant to this Section, including through the Platform.

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(v)[Reserved]

SECTION 9.02 Waivers; Amendments.

(a)    No Waiver; Remedies Cumulative; Enforcement. No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege, or any abandonment or discontinuance of steps to enforce such a right, remedy, power or privilege, preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under the Loan Documents are cumulative and are not exclusive of any rights, remedies, powers or privileges that any such Person would otherwise have.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Obligors (and to direct or instruct the Security Trustee in accordance with the Intercreditor Agreement) shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.01 for the benefit of all the Lenders and the Issuing Banks; provided that the foregoing shall not prohibit (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (ii) each Issuing Bank from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as an Issuing Bank) hereunder and under the other Loan Documents, (iii) any Lender from exercising setoff rights in accordance with Section 9.08 (subject to the terms of Section 2.12) or (iv) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (x) the Required Lenders shall have the rights otherwise provided to the Administrative Agent pursuant to Section 8.01 and (y) in addition to the matters set forth in clauses (ii), (iii) and (iv) of the preceding proviso and subject to Section 2.12, any Lender may, with the consent of the Required Lenders, enforce any rights or remedies available to it and as authorized by the Required Lenders.

(b)    Amendments, Etc. Except as otherwise expressly set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing executed by the Guarantor, the Borrower and the Required Lenders, and acknowledged by the Administrative Agent, or by the Guarantor, the Borrower and the Administrative Agent with the consent of the Required Lenders, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that no such amendment, waiver or consent shall:

(i)    extend or increase any Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Article IV or the waiver of any Default shall not constitute an extension or increase of any Commitment of any Lender);

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(ii)    reduce the principal of, or rate of interest specified herein on, any Loan or any L/C Disbursement, or any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly and adversely affected thereby (provided that only the consent of the Required Lenders shall be necessary (x) to amend the definition of “Default Rate” or to waive the obligation of the Borrower to pay interest at the Default Rate or (y) to amend any financial covenant (or any defined term directly or indirectly used therein), in each case even if the effect of such amendment would be to reduce the rate of interest on any Loan or other Obligation or to reduce any fee payable hereunder);

(iii)    postpone any date scheduled for any payment of principal of, or interest on, any Loan or any L/C Disbursement, or any fees or other amounts payable hereunder or under any other Loan Document, or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender directly and adversely affected thereby;

(iv)    change Section 2.12 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby;

(v)    waive any condition set forth in Article IV without the written consent of, in the case of any condition set forth in Section 4.01, Section 4.02(h) and Section 4.04(e), each Lender and, in the case of any other condition set forth in Article IV, the consent of the Required Lenders but as if the reference in the definition of Required Lenders to “50%” referred to “662/3%”;

(vi)    change Section 2.05(d) in a manner that would permit the expiration date of any Letter of Credit to occur after the Maturity Date without the consent of each Lender;

(vii)    waive or amend any provision of Sections 3.22, 6.12 or 6.13 and any related sanctions definitions therein without the consent of each Lender; or

(viii)    change any provision of this Section or the percentage in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;

provided, further, that no such amendment, waiver or consent shall amend, modify or otherwise affect the rights or duties hereunder or under any other Loan Document of (A) the Administrative Agent, unless in writing executed by the Administrative Agent, (B) any Issuing Bank, unless in writing executed by such Issuing Bank, and (C) any Hedge Counterparty, unless in writing executed by such Hedge Counterparty, in each case in addition to the Borrower and the Lenders required above, provided that the consent of any Hedge Counterparty shall only be required in these circumstances if the applicable Hedge Counterparty or an Affiliate of that Hedge Counterparty is a Lender and if the applicable amendment, waiver or consent has the effect of (1) changing the position or priority of any Hedge Counterparty in the application of payments as set out in Section 4.02 of the Intercreditor Agreement; (2) changing the entitlement of any Hedge Counterparty to share in the Collateral and/or its interest therein; or (3) imposing an obligation on any Hedge Counterparty.

Notwithstanding anything herein to the contrary, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent that by its terms requires the consent of all the Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders, except that (x) the Commitment of any Defaulting Lender may not be increased or extended, or the maturity of any of its Loan may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each

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affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting Lender.

In addition, notwithstanding anything in this Section to the contrary, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders to the Administrative Agent within ten Business Days following receipt of notice thereof.

SECTION 9.03 Expenses; Indemnity; Damage Waiver.

(i)Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Lenders, the Administrative Agent and their Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent, where applicable, in accordance with previously agreed fee arrangements) in connection with the syndication of the Loans, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, or any amendments, modifications or waivers of the provisions hereof or thereof, including in connection with the implementation of a Benchmark Replacement and/or any Benchmark Replacement Conforming Changes pursuant to Section 2.17 (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, extension, reinstatement or renewal of any Letter of Credit or any demand for payment thereunder, and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or any Issuing Bank (including the documented fees, charges and disbursements of one counsel for the Administrative Agent and one additional counsel in any applicable local jurisdiction, one counsel for the Lenders and any Issuing Bank as a whole (and one additional counsel in the event of an actual conflict of interest) and, in each case, such other counsel as may be agreed with the Borrower) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(ii)Indemnification by the Borrower. The Borrower shall indemnify the Administrative Parties (and any sub-agent thereof), the Account Bank, each Lender, each Hedge Counterparty, each Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, (iv) any costs associated with any Default hereunder or the enforcement of the Security Documents or acceleration of the Loans, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

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(iii)Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or such Issuing Bank in connection with such capacity.

(iv)Waiver of Consequential Damages, Etc. To the fullest extent permitted by Applicable Law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit, or the use of the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(v)Payments. All amounts due under this Section shall be payable not later than 10 days after demand therefor.

(vi)Survival. Each party’s obligations under this Section shall survive the termination of the Loan Documents and payment of the obligations hereunder.

SECTION 9.04 Successors and Assigns.

(i)Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor the Guarantor may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(ii)Assignments by Lenders. Any Lender may at any time assign or transfer to any bank, financial institution, insurance company or a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in financing loans (an “Eligible Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that the Administrative Agent shall have no duty or obligation at any time to determine if an entity constitutes an Eligible Assignee, and provided further that any such assignment shall be subject to the following conditions:

(1)Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned.

(2)Required Consents. The consent of the Borrower (such consent not to be unreasonably withheld or delayed, and shall be deemed given if the Borrower has not rejected the proposed assignment within 10 Business Days of the Borrower’s receipt of written request for consent) shall be required unless the assignee is a Lender or an Affiliate of a Lender (so long as such Affiliate is engaged in making commercial loans or similar extensions of credit in the ordinary course of its business), or any Event of Default has occurred and is continuing at the time of assignment.

(3)Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $5,000; provided that the Administrative Agent may, in its sole discretion or upon instruction by the Structuring Agent, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(4)No Assignment to Certain Persons. No such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a Subsidiary thereof or (C) (without the consent of the Borrower) to any Person who is, at the time of such assignment, a Borrower Competitor.

(5)Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, each Issuing Bank and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

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Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.14 and 9.03 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.

(iii)Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in New York, New York a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(iv)Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Borrower, the Administrative Agent, the Issuing Banks and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (iv) such Lender retains the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement, provided that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 9.02(b) which requires the consent of all Lenders. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.03(b) with respect to any payments made by such Lender to its Participant(s).

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The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 2.18 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.14 or 2.15, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.18(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.12 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(v)Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 9.05 Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in any Loan Document or other documents delivered in connection herewith or therewith or pursuant hereto or thereto shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery hereof and thereof and the making of the Credit Extensions hereunder, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or any Letter of Credit shall remain outstanding and so long as the Commitments have not expired or been terminated. The provisions of Sections 2.13, 2.14, 9.03, 9.15 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the payment in full of the Obligations, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

SECTION 9.06 Counterparts; Integration; Effectiveness; Electronic Execution.

(i)Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.

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Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (e.g., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.

(ii)Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 9.07 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section, if and to the extent that the enforceability of any provision of this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent or any Issuing Bank, as applicable, then such provision shall be deemed to be in effect only to the extent not so limited.

SECTION 9.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or such Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender or such Issuing Bank different from the branch office or Affiliate holding such deposit or obligated on such indebtedness. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such set-off and application; provided that the failure to give such notice shall not affect the validity of such set-off and application.

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SECTION 9.09 Governing Law; Jurisdiction; Etc.

(i)Governing Law. This Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of New York.

(ii)Jurisdiction. The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, any Issuing Bank, or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by Applicable Law, in such federal court.  Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Lender or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction.

(iii)Waiver of Venue. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(iv)Service of Process. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law.

SECTION 9.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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SECTION 9.11 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.12 Treatment of Certain Information; Confidentiality. Each of the parties or any Person who becomes a party, whether or not any such party or Person ceases to be a party, shall not (i) without the express prior written consent of the other parties, issue any press release in relation to the transactions evidenced by this Agreement and the other Loan Documents, or (ii) disclose to any other Person (other than another party to a Loan Document) the Loan Documents or any Confidential Information (as defined below), except that Confidential Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential); (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required by Applicable Laws or by any subpoena or similar legal process; (d) to any other party hereto; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any Security Document or any action or proceeding relating to this Agreement or any other Loan Document or any Security Document or the enforcement of rights hereunder or thereunder; (f) to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, in each case provided such recipient(s) have signed a confidentiality agreement consistent with this Section 9.12; (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or this Agreement or the Loans or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans; (h) to any central bank or Federal Reserve Bank to whom or for whose benefit a Lender charges, assigns or otherwise creates Security Interest (or may do so) pursuant to Section 9.04(e); (i) with the consent of the party who has provided such Confidential Information; (j) to the extent such information (x) becomes publicly available other than as a result of a breach of this Section, or (y) becomes available to the Administrative Agent, any Lender, any Issuing Bank or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower who did not acquire such information as a result of a breach of this Section, or (k) to its auditors, legal, insurance or other professional advisors or insurers or underwriters of any member of the group of companies of which such party is a member. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents or any Lender in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.

For purposes of this Section, “Confidential Information” means this Agreement and the other Loan Documents and the transactions contemplated hereby and all information received from any other party to this Agreement or any of its Subsidiaries or any of their respective businesses, relating to such party’s business, financial or other covenants, other than any such information that is available to the receiving party on a nonconfidential basis prior to disclosure by the disclosing party; provided that, in the case of such information received after the Closing Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Confidential Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

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SECTION 9.13 PATRIOT Act. The Administrative Agent and each Lender subject to the PATRIOT Act hereby notifies the Borrower that, pursuant to the requirements of the PATRIOT Act, it may be required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Administrative Agent and such Lender, which information includes the name and address of the Borrower and Obligors and other information that will allow the Administrative Agent and such Lender to identify the Borrower and Obligors in accordance with the PATRIOT Act. Accordingly, each party agrees to provide to the Administrative Agent and each such Lender upon their request from time to time such identifying information and documentation as may be available in order to enable the Administrative Agent and each such Lender to comply with the requirements of the PATRIOT Act.

SECTION 9.14 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts that are treated as interest on such Loan under Applicable Law (collectively, “charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with Applicable Law, the rate of interest payable in respect of such Loan hereunder, together with all charges payable in respect thereof, shall be limited to the Maximum Rate. To the extent lawful, the interest and charges that would have been paid in respect of such Loan but were not paid as a result of the operation of this Section shall be cumulated and the interest and charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the amount collectible at the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate for each day to the date of repayment, shall have been received by such Lender. Any amount collected by such Lender that exceeds the maximum amount collectible at the Maximum Rate shall be applied to the reduction of the principal balance of such Loan or refunded to the Borrower so that at no time shall the interest and charges paid or payable in respect of such Loan exceed the maximum amount collectible at the Maximum Rate.

SECTION 9.15 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, any Issuing Bank or any Lender, or the Administrative Agent, any Issuing Bank or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, such Issuing Bank or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and each Issuing Bank severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect.

SECTION 9.16 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and the Structuring Agent, the Administrative Agent, any Issuing Bank, or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Structuring Agent, the Administrative Agent, any Issuing Bank or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Structuring Agent, the Administrative Agent, the Issuing Banks and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Structuring Agent, the Administrative Agent, the Issuing Banks and the Lenders, on the other hand, (iii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate and (iv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and (b) (i) the Structuring Agent, the Administrative Agent, the Issuing Banks and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and

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will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; (ii) none of the Structuring Agent, the Administrative Agent, the Issuing Banks and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Structuring Agent, the Administrative Agent, the Issuing Banks and the Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Structuring Agent, the Administrative Agent, the Issuing Banks and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by Law, the Borrower hereby waives and releases any claims that it may have against any of the Structuring Agent, the Administrative Agent, the Issuing Banks and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

SECTION 9.17 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(i)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder that may be payable to it by any party hereto that is an Affected Financial Institution; and

(ii)the effects of any Bail-in Action on any such liability, including, if applicable:

(1)a reduction in full or in part or cancellation of any such liability;

(2)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(3)the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.

SECTION 9.18 QFC Provisions. The following provisions apply to the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedging Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC, a “Supported QFC”):

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(i)The parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(1)In the event a Covered Entity that is party to a Supported QFC or to any QFC Credit Support (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States.

(2)In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support

(ii)In addition, the parties agree that:

(1)Notwithstanding anything to the contrary in the Loan Documents or any other agreement, but without prejudice to the requirements of Section 9.18(a), (1) Default Rights under the Loan Documents that might otherwise apply to a Supported QFC or any QFC Credit Support may not be exercised against a Covered Party if such Default Rights are related, directly or indirectly, to a BHC Act Affiliate of such Covered Party becoming subject to Insolvency Proceedings, except to the extent such exercise would be permitted under 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable; and (2) nothing in the Loan Documents or any other agreement shall prohibit the transfer of any Covered Affiliate QFC Credit Support, any interest or obligation in or under, or any property securing, such Covered Affiliate QFC Credit Support to a Transferee upon or following a BHC Act Affiliate of the Covered Party becoming subject to Insolvency Proceedings, unless the transfer would result in the party supported thereby being the beneficiary of such Covered Affiliate QFC Credit Support in violation of any law applicable to such party.

(2)After a BHC Act Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to the Loan Documents, any Supported QFC or any QFC Credit Support seeks to exercise any Default Right against such Covered Party with respect to such Supported QFC or such QFC Credit Support, the party seeking to exercise such Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.

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(iii)As used in this Section 9.18, the following terms have the following meanings;

(1)“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

(2)“Covered Entity” means any of the following:

(a)a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(b)a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(c)a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

(3)“Covered Affiliate QFC Credit Support” means, in respect of a Supported QFC to which a Covered Party is the direct party, QFC Credit Support provided by a Covered Party that is a BHC Act Affiliate of such direct party.

(4)“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

(5)“Insolvency Proceeding” means a receivership, insolvency, liquidation, resolution, or similar proceeding.

(6)“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

(7)“Transferee” means, in respect of any Covered Affiliate QFC Credit Support, a Person to whom such Covered Affiliate QFC Credit Support is transferred upon the provider of such Covered Affiliate QFC Credit Support becoming subject to Insolvency Proceedings or thereafter as part of its resolution, restructuring, or reorganization.

SECTION 9.19 Amendment and Restatement

.

(i)This Agreement shall be deemed to be an amendment to and restatement of the First Restated Credit Agreement, and the First Restated Credit Agreement as amended and restated hereby shall remain in full force and effect and is hereby ratified and confirmed in all respects. This Agreement is not intended to constitute, nor does it constitute, an interruption, suspension of continuity, satisfaction, discharge of prior duties, novation, or termination of the First Restated Credit Agreement or the liens, security interests, loans, guarantees, liabilities, expenses, or obligations under the First Restated Credit Agreement, or the collateral thereunder. Each of the Obligors affirms its duties and obligations under the terms of the First Restated Credit Agreement (as amended and restated by this Agreement). This Agreement amends and restates the First Restated Credit Agreement in its entirety and any obligation thereunder shall be deemed to be outstanding under this Agreement. If there is a conflict between the First Restated Credit Agreement and this Agreement, this Agreement shall govern from and after the Restatement Date. Upon the Restatement Date, each reference to the First Restated Credit Agreement in any other Secured Debt Document or in any other document, instrument or agreement shall mean and be a reference to the First Restated Credit Agreement as amended and restated by this Agreement.

(ii)Each Obligor hereby expressly acknowledges and agrees that as at the Restatement Date the Term Loan Required Payments (reflecting drawn Term Loan Commitments) which are outstanding are set out in the Repayment Schedule prepared as of the Restatement Date set forth in Schedule 2.03.

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(iii)Each Obligor hereby (i) expressly acknowledges the terms of this Agreement, (ii) ratifies and affirms its obligations under the Loan Documents (including guarantees and security agreements) executed by such Obligor and (iii) acknowledges, renews and extends its continued liability under all such Loan Documents and agrees such Loan Documents remain in full force and effect, including with respect to the obligations of the Borrower as modified by this Agreement. Each Obligor further represents and warrants to each Secured Party that after giving effect to this Agreement, neither the modification of the First Restated Credit Agreement effected pursuant to this Agreement, nor the execution, delivery, performance or effectiveness of this Agreement (A) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Secured Debt Document (as such term is defined in the First Restated Credit Agreement), and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (B) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

(iv)Each Obligor hereby agrees, acknowledges and affirms that (i) each of the Loan Documents to which it is a party shall remain in full force and effect and shall constitute security for all Obligations pursuant to the First Restated Credit Agreement as amended and restated hereby, and (ii) any reference to the First Restated Credit Agreement appearing in any other Secured Debt Document shall on and after the Restatement Date be deemed to refer to the First Restated Credit Agreement as amended and restated hereby. In furtherance of the foregoing, each Obligor hereby confirms the security interest in the Collateral granted by it in favor of the Security Trustee pursuant to each Collateral Document to which it is a party.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

BORROWER

SEASPAN HOLDCO III LTD.

By__/s/ Bing Chen____________________
Name: Bing Chen
Title: President

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GUARANTOR

SEASPAN CORPORATION

By__/s/ Graham Talbot__________________
Name: Graham Talbot
Title: Chief Financial Officer

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ADMINISTRATIVE AGENT

CITIBANK, N.A.,

as Administrative Agent     

    By__/s/ Marion O’Connor______________

    Name: Marion O’Connor

    Title: Senior Trust Officer

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STRUCTURING AGENT

CITIBANK, N.A.,

as Structuring Agent

    By___/s/ Martin Conkey_____________

    Name: Martin Conkey

    Title: Attorney-In-Fact

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LENDERS

SOCIÉTÉ GÉNÉRALE, HONG KONG BRANCH, a public limited company incorporated in France, acting through its Hong Kong Branch,

as Lender, Mandated Lead Arranger and Lead Sustainability Coordinator

    By__/s/ Ting Zhang_____________

    Name: Ting Zhang

    Title: Director

    By__/s/ David Gore_____________

    Name: David Gore

    Title: Managing Director

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CITIBANK, N.A.,

as Lender, Global Coordinator and Co-Sustainability Coordinator

    By_/s/ Martin Conkey________________

    Name: Martin Conkey

    Title: Attorney-In-Fact

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BANK OF MONTREAL,

as Lender, Mandated Lead Arranger and Co-Sustainability Coordinator

    By_/s/ Ben Rough____________

    Name: Ben Rough

    Title: Director

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NATIONAL AUSTRALIA BANK LIMITED,

as Lender

    By__/s/ Karen Fung_____________

    Name: Karen Fung

    Title: Associate Director, Asset Finance & Leasing

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WELLS FARGO BANK, N.A.,

as Lender and Co-Sustainability Coordinator

    By_/s/ Jerri Kallam___________

    Name: Jerri Kallam

    Title: Managing Director

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BNP PARIBAS,

as Lender

    By__/s/ Joshua Lau_________

    Name: Joshua Lau

    Title: Director

    By_/s/ Vivi Peng_______

    Name: Vivi Peng

    Title: VIce President

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BNP PARIBAS,

as Mandated Lead Arranger

    By__/s/ Joshua Lau____________

    Name: Joshua Lau

    Title: Director

    By_/s/ Vivi Peng____________

    Name: Vivi Peng

    Title: Vice President

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BANK OF AMERICA, N.A.,

as Lender

    By__/s/ Daryl K. Hogge_________

    Name: Daryl K. Hogge

    Title: Senior Vice President

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CTBC BANK CO., LTD.,

as Lender

    By_/s/ Kevin Lee______________

    Name: Kevin Lee

    Title: Vice President

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FÉDÉRATION DES CAISSES DESJARDINS DU QUÉBEC,

as Lender

    By_/s/ Jonathan Raiken_____________

    Name: Jonathan Raiken

    Title: Managing Director

    By_/s/ Gian Guerrerro______________

    Name: Gian Guerrerro

    Title: Director

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MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD., OFFSHORE BANKING BRANCH,

as Lender

    By__/s/ Chien-Chuang Chien___________

    Name: Chien-Chuang Chien

    Title: SVP&GM

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CANADIAN IMPERIAL BANK OF COMMERCE,

as Lender

    By__/s/ Martin Weitbrecht___________

    Name: Martin Weitbrecht

    Title: Authorised Signatory

    By_/s/ Ben Fallico__________

    Name: Ben Fallico

    Title: Authorised Signatory

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FIRST COMMERCIAL BANK, LTD. HONG KONG BRANCH,

(incorporated in Taiwan with limited liability)
as Lender

    By_/s/ Diau Renti_______________

    Name: Diau Ren Ti

    Title: S.A.V.P & Deputy General Manager

    By_/s/ Lu Ching Kei_______________

    Name: Lu Ching Kei

    Title: A.V.P. & Deputy Manager

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HUA NAN COMMERCIAL BANK, LTD., OFFSHORE BANKING BRANCH,

as Lender

    By_/s/ Te-Wei Lin___________

    Name: Te-Wei Lin

    Title: VP & General Manager

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THE TORONTO-DOMINION BANK,

as Lender

    By__/s/ Andrei Rybianski______________

    Name: Andrei Rybianski

    Title: Director, Commercial National Accounts

    By__/s/ Kathryn Gislason__________

    Name: Kathryn Gislason

    Title: Associate Vice President, Commercial Credit

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BANK SINOPAC,

as Lender

    By__/s/ Jacky Chung_______________

    Name: Jacky Chung

    Title: Vice President

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E.SUN COMMERCIAL BANK, LTD., HONG KONG BRANCH,

as Lender

    By_/s/ Tsun-Jen Ke, Jeff____________

    Name: Tsun-Jen Ke, Jeff

    Title: General Manager

    By_________________________

    Name:

    Title:

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TAISHIN INTERNATIONAL BANK,

as Lender

    By__/s/ Fred Sung_____________

    Name: Fred Sung

    Title: Senior Vice President

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COAST CAPITAL SAVINGS FEDERAL CREDIT UNION,

as Lender

    By__/s/ Mark Beck___________

    Name: Mark Beck

    Title: Senior Manager, Corporate Banking

    By__/s/ Terry Ma_____________

    Name: Terry Ma

    Title: Director, Commercial Credit Quality

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EXPORT DEVELOPMENT CANADA,

as Lender

    By_/s/ Michael Lambe_________

    Name: Michael Lambe

    Title: Senior Financing Manager

    By__/s/ Sedami Koutangni__________

    Name: Sedami Koutangni

    Title: Financing Manager

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CANADIAN WESTERN BANK,

as Lender

    By__/s/ Michael Thoms______________

    Name: Michael Thomas

    Title: AVP, Corporate Lending

    By__/s/ Jacob Berlinkov___________

    Name: Jacob Berlinkov

    Title: AVP, Corporate Lending

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BANK OF TAIWAN, OFFSHORE BANKING BRANCH,

as Lender

    By___/s/ Nancy Sun________

    Name: Nancy Sun

    Title: SVP & General Manager

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LAND BANK OF TAIWAN, CO., LTD. (INCORPORATED IN TAIWAN), HONG KONG BRANCH,

as Lender

    By_/s/ Lin, Min Kuei____________

    Name: Lin, Min Kuei

Title: VP & General Manager

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EX-4.51

Exhibit 4.51

SECOND AMENDED AND RESTATED

CREDIT AGREEMENT

    dated as of

March 3, 2023

among

SEASPAN HOLDCO III LTD.,
as Borrower,

SEASPAN CORPORATION,
as Guarantor,

CITIBANK, N.A.,
as Administrative Agent

CITIBANK, N.A.,
as Structuring Agent

CITIBANK, N.A.,
as global coordinator, left lead mandated lead arranger and joint-bookrunner

BANK OF MONTREAL, BNP PARIBAS and
SOCIÉTÉ GÉNÉRALE, HONG KONG BRANCH

as mandated lead arrangers and joint-bookrunners

SOCIÉTÉ GÉNÉRALE, HONG KONG BRANCH,

as Lead Sustainability Coordinator

CITIBANK, N.A.,

BANK OF MONTREAL and

WELLS FARGO BANK, N.A.,

as Co-Sustainability Coordinators

and

THE SEVERAL LENDERS FROM TIME TO
TIME PARTY HERETO

#4858-9314-8498

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS
SECTION 1.01Defined Terms	2
SECTION 1.02Terms Generally	34
SECTION 1.03Accounting Terms; Changes in GAAP	34
SECTION 1.04Rates	34
SECTION 1.05Restricted Lenders	35
ARTICLE II COMMITMENTS
SECTION 2.01Term Loan Commitments	36
SECTION 2.02[Reserved].	37
SECTION 2.03Repayment Schedules.	37
SECTION 2.04Repayment of the Loans	37
SECTION 2.05Optional Prepayments	37
SECTION 2.06Mandatory Prepayments.	38
SECTION 2.07[Reserved]	39
SECTION 2.08Interest	39
SECTION 2.09Fees	40
SECTION 2.10Evidence of Debt	40
SECTION 2.11Payments Generally; Several Obligations of Lenders	41
SECTION 2.12Sharing of Payments	41
SECTION 2.13Compensation for Losses	42
SECTION 2.14Increased Costs	42
SECTION 2.15Taxes	43
SECTION 2.16Inability to Determine Rates	44
SECTION 2.17Benchmark Replacement Setting	45
SECTION 2.18Mitigation Obligations; Replacement of Lenders	46
SECTION 2.19[Reserved]	47
SECTION 2.20Defaulting Lenders	47
SECTION 2.21Increases in Commitments	48
ARTICLE III REPRESENTATIONS AND WARRANTIES
SECTION 3.01Status	50
SECTION 3.02Powers and authority	50
SECTION 3.03Legal validity	50
SECTION 3.04Non-conflict	50
SECTION 3.05No default	50
SECTION 3.06Authorizations	50
SECTION 3.07Financial statements	50
SECTION 3.08No misleading information	51
SECTION 3.09No Material Adverse Effect	51
SECTION 3.10Litigation	51

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SECTION 3.11Pari passu ranking	51
SECTION 3.12Taxes	51
SECTION 3.13Taxes on payments	51
SECTION 3.14Stamp duties	52
SECTION 3.15Environment	52
SECTION 3.16Security Interests	52
SECTION 3.17Security Assets	52
SECTION 3.18Collateral Vessel	52
SECTION 3.19ISM Code and ISPS Code compliance	52
SECTION 3.20No amendments to Related Contracts	52
SECTION 3.21Money Laundering	52
SECTION 3.22Anti-Corruption and Sanctions	53
SECTION 3.23Compliance with laws	53
SECTION 3.24Investments Company Act	53
SECTION 3.25Regulation U	53
SECTION 3.26Insolvency	54
SECTION 3.27Immunity	54
SECTION 3.28[Reserved]	54
SECTION 3.29Jurisdiction and governing law	54
SECTION 3.30Accounts	54
SECTION 3.31Charters	54
SECTION 3.32Ownership	54
SECTION 3.33Use of proceeds	54
SECTION 3.34Special purpose representations	54
SECTION 3.35Separateness	55
SECTION 3.36Beneficial Ownership Certification	56
ARTICLE IV CONDITIONS
SECTION 4.01Initial Borrowing Date	56
SECTION 4.02Conditions to Borrowings	59
SECTION 4.03[Reserved]	63
SECTION 4.04Conditions to Restatement	63
SECTION 4.05Post-Restatement Items	65
ARTICLE V AFFIRMATIVE COVENANTS
SECTION 5.01Financial Statements	65
SECTION 5.02Compliance Certificates	66
SECTION 5.03Valuation	66
SECTION 5.04Access to Books and Records	67
SECTION 5.05Information - miscellaneous	67
SECTION 5.06Notification of Default	67
SECTION 5.07Know your customer checks	68
SECTION 5.08Use of websites	68
SECTION 5.09Authorizations	69
SECTION 5.10Compliance with laws	69

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SECTION 5.11Pari passu ranking	69
SECTION 5.12Place of business	69
SECTION 5.13Security	69
SECTION 5.14Separateness Covenants	70
SECTION 5.15Registration of the Collateral Vessels	71
SECTION 5.16Classification and repair	71
SECTION 5.17Lawful and safe operation	72
SECTION 5.18Repair of the Collateral Vessels	73
SECTION 5.19Arrests and liabilities	73
SECTION 5.20Environment	74
SECTION 5.21Information regarding the Collateral Vessels	74
SECTION 5.22Provision of further information	75
SECTION 5.23Management	75
SECTION 5.24Charters	76
SECTION 5.25Termination of Eligible Charters	76
SECTION 5.26Scope of Obligatory Insurances	77
SECTION 5.27Obligatory Insurances	78
SECTION 5.28Power of Administrative Agent to insure	79
SECTION 5.29ISM Code	79
SECTION 5.30ISPS Code	80
SECTION 5.31Dry Docking	80
SECTION 5.32Rating	81
SECTION 5.33Taxation	81
SECTION 5.34Decarbonization Certificates	81
ARTICLE VI NEGATIVE COVENANTS
SECTION 6.01Security Interests	83
SECTION 6.02Mergers	83
SECTION 6.03Special Purpose Covenants	83
SECTION 6.04Payment of dividends	84
SECTION 6.05Vessel Substitutions	84
SECTION 6.06Vessel Dispositions and Removals	84
SECTION 6.07Year end	85
SECTION 6.08Related Contracts	85
SECTION 6.09Financial Covenants	86
SECTION 6.10Creation of Additional Security	86
SECTION 6.11No amendment to Related Contracts	87
SECTION 6.12Anti-Corruption law	87
SECTION 6.13Sanctions	87
SECTION 6.14Additional Secured Debt	87
ARTICLE VII EVENTS OF DEFAULT
SECTION 7.01Events of Default	88

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ARTICLE VIII AGENCY
SECTION 8.01Appointment and Authority	91
SECTION 8.02Rights as a Lender	91
SECTION 8.03Exculpatory Provisions	91
SECTION 8.04Reliance by Administrative Agent	92
SECTION 8.05Delegation of Duties	93
SECTION 8.06Resignation of Administrative Agent	93
SECTION 8.07Non-Reliance on Agents and Other Lenders	94
SECTION 8.08No Other Duties	94
SECTION 8.09Administrative Agent May File Proofs of Claim	94
SECTION 8.10Intercreditor Agreement	94
SECTION 8.11Erroneous Payments	95
SECTION 8.12Certain ERISA Matters.	97
ARTICLE IX MISCELLANEOUS
SECTION 9.01Notices	98
SECTION 9.02Waivers; Amendments	100
SECTION 9.03Expenses; Indemnity; Damage Waiver	102
SECTION 9.04Successors and Assigns	103
SECTION 9.05Survival	106
SECTION 9.06Counterparts; Integration; Effectiveness; Electronic Execution	106
SECTION 9.07Severability	107
SECTION 9.08Right of Setoff	107
SECTION 9.09Governing Law; Jurisdiction; Etc	107
SECTION 9.10WAIVER OF JURY TRIAL	108
SECTION 9.11Headings	108
SECTION 9.12Treatment of Certain Information; Confidentiality	108
SECTION 9.13PATRIOT Act	109
SECTION 9.14Interest Rate Limitation	110
SECTION 9.15Payments Set Aside	110
SECTION 9.16No Advisory or Fiduciary Responsibility	110
SECTION 9.17Acknowledgement and Consent to Bail-In of EEA Financial Institutions	111
SECTION 9.18QFC Provisions	111
SECTION 9.19Amendment and Restatement	113

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SCHEDULES

SCHEDULE 1.01    -     Estimated add back related to vessel depreciation

SCHEDULE 2.01    -     Commitments and Lenders

SCHEDULE 2.02    -    Concentration Limit Requirements

SCHEDULE 2.03    -    Repayment Schedule as of the Restatement Date

EXHIBITS

EXHIBIT A     -     Assignment and Assumption

EXHIBIT B    -    Compliance Certificate

EXHIBIT C    -    Identified Vessels

EXHIBIT D    -    Form of Decarbonization Certificate

EXHIBIT E    -    Form of Charterer’s Undertaking

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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 “Administrative Agent”), CITIBANK,N.A., as structuring agent (in such capacity, the “Structuring Agent”), CITIBANK, N.A., as global coordinator, and left lead mandated lead arranger and joint-bookrunner (in such capacity, the “Global Coordinator”), BANK OF MONTREAL, BNP PARIBAS and SOCIÉTÉ GÉNÉRALE, HONG KONG BRANCH, a public limited company incorporated in France, acting through its Hong Kong Branch (“Société Générale, Hong Kong Branch”), as mandated lead arrangers and joint-bookrunners (in such capacity, the “Mandated Lead Arrangers” and each a “Mandated Lead Arranger”), SOCIÉTÉ GÉNÉRALE, HONG KONG BRANCH, as lead sustainability coordinator (in such capacity, the “Lead Sustainability Coordinator”) andCITIBANK, N.A., BANK OF MONTREAL and WELLS FARGO BANK, N.A., as co-sustainability coordinators (in such capacity, the “Co-Sustainability Coordinators” and each a “Co-Sustainability Coordinator”).

W I T N E S S E T H:

WHEREAS (a) the Borrower requested on the First Restatement Date a term loan facility in an aggregate principal amount of up to US$410,000,000, as set forth in the First Restated Credit Agreement; and (b) the Borrower has requested from the Lenders an upsize in the term loan facility to an aggregate of US$560,702,720 in total as set forth herein.

WHEREAS the proceeds of the Loans and any Additional Secured Debt will be (or, in respect of the proceeds of the Term Loan already drawn prior to the Restatement Date, were) used (a) to finance the acquisition of Collateral Vessels and refinance existing indebtedness in relation to the Collateral Vessels and (b) for general corporate purposes of the Borrower and the Guarantor.

WHEREAS it is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities of the parties under the First Restated Credit Agreement, but that this Agreement amend and restate in its entirety the First Restated Credit Agreement and re-evidence the obligations and liabilities of the parties thereunder.

WHEREAS the parties are willing to amend and restate the First Restated Credit Agreement on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree as follows:

#4858-9314-8498

ARTICLE I

DEFINITIONS

SECTION 1.01Defined Terms. Capitalized terms used in this Agreement which are not otherwise defined have the meanings assigned to them in the Intercreditor Agreement. As used in this Agreement, the following terms have the meanings specified below:

“Account Bank” means, in relation to the HK Collection Account, Citibank, N.A., Hong Kong Branch, in relation to any Vessel Owner Account, such bank as may be approved by the Administrative Agent, and, in relation to all other Accounts, Bank of Montreal.

“Account Charge” means, in relation to each of the Charged Accounts, the first priority fixed charge or pledge over all such accounts given or to be given by the relevant account holder thereof in favor of and in form and substance satisfactory to the Security Trustee.

“Additional Secured Debt” has the meaning specified in the Intercreditor Agreement.

“Additional Security” means any Security Interest created pursuant to Section 6.10.

“Additional Vessel” means any vessel (other than Identified Vessels) that meets the Eligibility Criteria.

“Administrative Agent” means Citibank, N.A., acting through its Agency and Trust Division, not in its individual capacity but solely in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address as set forth in Section 9.01, or such other address as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

“Administrative Parties” means, collectively, the Global Coordinator, the Mandated Lead Arrangers, the Lead Sustainability Coordinator, the Co-Sustainability Coordinators, the Administrative Agent, the Structuring Agent and the Security Trustee.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Advance Rate” means, for any Borrowing and the Collateral Vessel related thereto, the amount calculated as a percentage of the Asset Value of such Collateral Vessel as follows: (a) in respect of a Collateral Vessel which is subject to an Eligible Charter, (i) where such Collateral Vessel is less than 5 years old, 75%, (ii) where such Collateral Vessel is equal to or more than 5 years old but less than 10 years old, 70%, and (iii) where such Collateral Vessel is equal to or greater than 10 years old, 60%; and (b) in respect of a Collateral Vessel which is not subject to an Eligible Charter, (i) where such Collateral Vessel is less than 10 years old, 60%, and (ii) where such Collateral Vessel is equal to or greater than 10 years old, 50%.

“Affected Financial Institution” means, (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, with respect to a specified Person, another Person that directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

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“Agent Parties” has the meaning specified in Section 9.01(d)(ii).

“Agents” means, collectively, the Administrative Agent, the Structuring Agent, the Global Coordinator, the Mandated Lead Arrangers, the Lead Sustainability Coordinator and the Co-Sustainability Coordinators.

“Agreement” has the meaning specified in the introductory paragraph hereof.

“Annex VI” means Annex VI of the Protocol of 1997 (as subsequently amended from time to time) to amend the International Convention for the Prevention of Pollution from Ships 1973 (Marpol), as modified by the Protocol of 1978 relating thereto.

“Anti-Corruption Laws” means all laws, rules, and regulations, as amended, concerning or relating to bribery or corruption, including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 (as amended), and all other material applicable anti-bribery and corruption laws, regulations or ordinances in any jurisdiction where the Obligors are located or doing business.

“Anti-Money Laundering Laws” has the meaning specfied in Section 3.21.

“Applicable Charter Margin Adjustment” means, for the relevant Margin Period, less the applicable margin adjustment per annum per the below table, where the QCC Ratio determined on the QCC Test Date immediately prior to the relevant Margin Period is represented by "X” in the table below:

		Year of QCC Test Date
		2023	2024	2025	2026	2027	2028	2029
Applicable Charter Margin Adjustment	0.0000%	0≤ X<1 vessel	0.0%≤ X <5.6%	0.0%≤ X<8.3%	0.0%≤ X<8.9%	0.0%≤ X<9.4%	0.0%≤ X<10.0%	0.0%≤ X<10.6%
	0.0150%	1 vessel ≤ X <5.6%	5.6%≤ X <11.1%	8.3%≤ X <16.7%	8.9%≤ X <17.8%	9.4%≤ X <18.9%	10.0%≤ X <20.0%	10.6%≤ X <21.1%
	0.0200%	5.6%≤ X <8.3%	11.1%≤ X <16.7%	16.7%≤ X <25.0%	17.8%≤ X <26.7%	18.9%≤ X <28.3%	20.0%≤ X <30.0%	21.1%≤ X <31.7%
	0.0250%	X ≥ 8.3%	X ≥ 16.7%	X ≥ 25.0%	X ≥ 26.7%	X ≥ 28.3%	X ≥ 30.0%	X ≥ 31.7%

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(By way of worked example, if on the QCC Test Date in 2023 there were 49 Qualifying Charter Contracts in effect on the immediately preceding QCC Test Period Date, for the Applicable Charter Margin Adjustment applicable to the immediately following Margin Period to be minus 0.0250, at least five (5) Qualifying Charter Contracts in effect as at such QCC Test Period Date would have needed to include a Sustainability Linked Charter Mechanism (i.e. because 0.083*49 = 4.067)).

“Applicable Law” means, as to any Person, all applicable Laws binding upon such Person or to which such a Person is subject.

“Applicable Percentage” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

“Applicable Performance Margin Adjustment” means for the relevant Margin Period:

(a)plus 0.0125% per annum where the Average Collateral Vessel Delta determined on the Delta Test Date immediately prior to the relevant Margin Period is greater than +2.5%; and

(b)less 0.0125% per annum where the Average Collateral Vessel Delta determined on the Delta Test Date immediately prior to the relevant Margin Period is less than -2.5%.

“Approved Flag State” means the Republic of the Marshall Islands, the Commonwealth of the Bahamas, the Republic of Liberia, the Republic of Panama, the Commonwealth of Bermuda, the Cayman Islands, the Isle of Man, Malta, Hong Kong, the United Kingdom, the Commonwealth of Australia, Barbados, Belgium, the Republic of Cyprus, Danish International Ship Register (DIS), Germany, Gibraltar, Greece, Norwegian International Ship Register (NIS), Norway, The Netherlands, Singapore, United States of America and any other flag state approved by the Administrative Agent in writing; provided that the total number of Collateral Vessels that may be registered under the United States of America flag at any one time shall be limited to two and such Collateral Vessels shall not be qualified Jones Act vessels. The Administrative Agent shall, in giving any such approval, act on the instructions of all Lenders, unless no Lender has objected to any such other flag state within 15 days of a request for approval, in which case, the Administrative Agent shall act on the instructions of the Required Lenders.

“Approved Valuers” means H. Clarkson & Co. Ltd. and Howe Robinson Partners (or, in either case, such other appraiser as the Administrative Agent shall agree).

“Asset Value” means, in respect of any Collateral Vessel or Substitute Vessel, the greater of the DCF Value and the Market Value of such Collateral Vessel.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in substantially the form of Exhibit A or any other form approved by the Administrative Agent.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such

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date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.17(d).

“Average Collateral Vessel Delta” means the weighted average Collateral Vessel Delta for all Collateral Vessels when calculated on each Delta Test Date, with the weighting of each Collateral Vessel Delta to be determined by the proportion the Asset Value of the relevant Collateral Vessel multiplied by the Advance Rate for such Collateral Vessel, bears to the Borrowing Base on 31 December of the year immediately prior to the relevant Delta Test Date, calculated by the Lead Sustainability Coordinator with reference to the Decarbonization Certificate and the Compliance Data.

“Average Efficiency Ratio” and/or “AER” means, in respect of a single Collateral Vessel, such Collateral Vessel’s average efficiency ratio expressed in unit grams of CO2 per tonne-mile i.e. gCO2/dwt-nm calculated by the Lead Sustainability Coordinator with reference to the Decarbonization Certificate and the Compliance Data, as per the below formula:

AER = ∑iCi ÷ ∑idwtDi

where Ci is the carbon emissions for voyage i computed using the fuel consumption with reference to the Decarbonization Certificate and the Compliance Data and carbon factor of each type of fuel set out in MEPC 63/23 Annex 8 – 2012 Guidelines on the Method of Calculation of the Attained Energy Efficient Design Index (EEDI) for New Ships as updated from time to time, dwt is the design deadweight of the Collateral Vessel, and Di is the distance travelled on voyage i. The AER is computed for all voyages performed by the relevant Collateral Vessel over the applicable 12 calendar months.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Base Rate” means, at any time, the highest of (i) the rate that the Administrative Agent announces from time to time as its prime lending rate as in effect from time to time, (ii) 0.50% in excess of the overnight federal funds rate at such time and (iii) Term SOFR as determined for an interest period of three (3) months plus 1%. For the avoidance of doubt, if the Base Rate is less than zero percent (0%), it would be deemed to be zero percent (0%) for purposes of this definition.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“BB Event” means, as of any BB Test Date, a BB Ratio in excess of 1.0:1.0x.

“BB Ratio” means, at any Test Date, the ratio of (a) the aggregate of (x) the outstanding Program Debt plus (y) the then mark-to-market value of any amounts payable to (but, for the avoidance of any doubt, ignoring amounts payable by) the Hedge Counterparties under any Hedging Agreements and the other Hedge Counterparties (as defined in the Intercreditor Agreement) under any other Hedging Agreements (as defined in the Intercreditor Agreement), to (b) the Borrowing Base.

“BB Test Date” means (a) each Borrowing Date; (b) each Vessel Substitution Date; (c) each Vessel Disposition Date; and (d) each Determination Date.

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“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.17(a).

“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(a)    the sum of (i) Daily Simple SOFR and (ii) 0.10% (10 basis points); or

(b)    the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than zero percent (0%), the Benchmark Replacement will be deemed to be zero percent (0%) for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the relevant Governmental Authority or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(a)    in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b)    in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

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For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a)    a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.17 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.17.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any

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Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Bill of Sale” means, in respect of a Collateral Vessel, the relevant bill of sale (or other instrument of transfer) executed by the relevant seller in favor of the relevant Vessel Owner pursuant to the relevant Purchase Agreement.

“Borrower” means Seaspan Holdco III Ltd., a company incorporated in the Marshall Islands or such other jurisdiction approved by the Administrative Agent with the consent of all Lenders (in their reasonable discretion).

“Borrower Competitor” means each of the entities identified as a “Borrower Competitor” in writing to the Administrative Agent prior to the Restatement Date and any other Person that is a competitor of the Borrower or any of its Subsidiaries (or an affiliate of such competitor) designated by the Borrower as a “Borrower Competitor” by written notice delivered to the Administrative Agent and approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) from time to time and any of such Person’s affiliates that are readily identifiable as such by their names; provided that “Borrower Competitors” shall exclude any Person that the Borrower has designated as no longer being a “Borrower Competitor” by written notice delivered to the Administrative Agent from time to time. The list of Borrower Competitors shall be made available to any Lender upon written request to the Administrative Agent. In no event shall a supplement to the list of Borrower Competitors apply retroactively to disqualify any Persons that have previously acquired an assignment or participation interest in the Loans that was otherwise permitted prior to such permitted supplementation.

“Borrowing” means a borrowing by the Borrower of Loans.

“Borrowing Base” means, at any Test Date, the aggregate of (a) the latest Asset Value of each Collateral Vessel (other than Excluded Collateral Vessels) multiplied by the Advance Rate applicable to each such Collateral Vessel (provided that, where a Concentration Limit Event has occurred and is continuing, there shall be excluded from the Borrowing Base an amount equal to the Asset Values of Collateral Vessels solely to the extent such Asset Value exceeds the specified percentage thresholds set forth on Schedule 2.02); (b) any Additional Security multiplied by such percentage as shall be agreed between the Borrower and the Administrative Agent acting in their reasonable judgment; and (c) the then current balance of any amounts on deposit in the Collateral Account.

“Borrowing Date” means the Restatement Date.

“Borrowing Request” means a request for a Term Loan Borrowing which shall be in such form as the Administrative Agent may approve.

“Business Day” means any day that is not a Saturday, Sunday or other day that is a legal holiday under the laws of the State of New York, the Province of British Columbia, the Province of Ontario or Hong Kong, or is a day on which banking institutions in such jurisdictions are authorized or required by Law to close; provided that when used in connection with any Borrowing Date, the term “Business Day” shall also exclude any day which is a legal holiday in Paris, Montreal and Taipei.

“Cash Sweep Event” means a BB Event or a DSCR Cash Sweep Event.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International

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Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means the acquisition, directly or indirectly, by any Person or group of Persons other than a UBO of beneficial ownership of more than 50% of the aggregate outstanding voting power of the equity interests of the Guarantor.

“Charged Accounts” means each of: (a) the Collection Account; (b) the Collateral Account; (c) the HK Collection Account; and (d) any Vessel Owner Account, and each such account shall be held with the Account Bank in the name of (in the case of any Vessel Owner Account) the relevant Vessel Owner and (in all other cases) the Borrower.

“Charter” means any charter or contract for the use, employment or operation of a vessel or the carriage of people and/or cargo or the provision of services by or from such vessel.

“Charter Guarantees” means in relation to each of the Collateral Vessels, any guarantee provided or to be provided by a Charter Guarantor in relation to a Charterer's obligations under a Charter and “CharterGuarantee” means any of them.

“Charter Guarantor” means any guarantor of a Charterer’s obligations under a Charter.

“Charter Termination Fee” means any amount due to the Borrower or Vessel Owner from a Charterer or Charter Guarantor as a result of or in connection with the termination of a Charter.

“Charterer” means any charterer of a Collateral Vessel, and “Charterer” means any of them.

“Charterer’s Undertaking” means, in respect of any Collateral Vessel which is subject to a Charter which is a demise or bareboat charter, an undertaking from the Charterer in favor of the Security Trustee in substantially the form set out in Exhibit E (or in such other form as the Security Trustee and Borrower may agree).

“Classification Society” means Lloyds Register of Shipping, DNV GL, or any other member of the International Association of Classification Societies.

“Closing Date” means the date of the Initial Credit Agreement.

“Code” means the Internal Revenue Code of 1986.

“Collateral Vessel” means each or any, as the context may require, of the Identified Vessels and Additional Vessels which are from time to time the subject of a Borrowing or a Borrowing Request or which are otherwise mortgaged or over which security is granted to secure Program Debt, and any Substitute Vessel that has satisfied the requirements of Section 6.05, but excluding any Collateral Vessel which has been sold and which no longer constitutes part of the Security, in each case in accordance with this Agreement.

“Collateral Vessel Delta” means for each Collateral Vessel, the percentage difference between (i) that Collateral Vessel’s Average Efficiency Ratio for the relevant Delta Test Period, and (ii) the then current and applicable IMO Decarbonization Trajectory (for a vessel’s average efficiency ratio) expressed as a positive or negative percentage (+/-)% as calculated by the Lead Sustainability Coordinator with reference to the Decarbonization Certificate and the Compliance Data, on each Delta Test Date per the formula below:

△i = ((AER - rs) ÷ rs) × 100

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where rs is the required average efficiency ratio for the ship type and size class for the relevant calendar year period as determined by the related IMO Decarbonization Trajectory. For the sake of clarity, a positive Collateral Vessel Delta means that a Collateral Vessel is misaligned and above the then current and applicable IMO Decarbonization Trajectory (for a vessel’s average efficiency ratio). A zero or negative Collateral Vessel Delta means that a Collateral Vessel is aligned and on or below the then current and applicable IMO Decarbonization Trajectory (for a vessel’s average efficiency ratio).

“Collection Account” means the account of the Borrower maintained with Bank of Montreal with account number 0004-4624-914.

“Commitment Fee” means the fees payable by the Borrower pursuant to Sections 2.09(b) and (c).

“Commitments” means the Term Loan Commitments.

“Communications” has the meaning specified in Section 9.01(d)(ii).

“Compliance Certificate” means the form of certificate attached at Exhibit B.

“Compliance Data” means all information necessary for and/or reasonably requested by the Lead Sustainability Coordinator, in order for the Lead Sustainability Coordinator (i) to calculate the AER and/or the Collateral Vessel Delta, including, without limitation, all ship fuel oil consumption data required to be collected and reported in accordance with Regulation 22A of Annex VI and any Statement of Compliance provided by a Recognized Organization, in each case relating to any relevant Collateral Vessel for the relevant Delta Test Period, and (ii) to verify the existence and suitability of a Sustainability Linked Charter Mechanism in a Qualifying Charter Contract, including, without limitation, the relevant extracts (certified by a Responsible Officer of the Borrower) of the provisions of the corresponding Qualifying Charter Contracts, in each case relating to any relevant vessel owned by the Guarantor Group for the relevant Delta Test Period.

“Concentration Limit Event” means the occurrence and continuance of any breach of the Concentration Limit Requirements.

“Concentration Limit Requirements” has the meaning specified in Schedule 2.02.

“Concentration Test Date” means each of the following dates: (a) each Borrowing Date; (b) each Vessel Substitution Date; (c) each Vessel Disposition Date; (d) any date on which a Vessel Owner proposes entering into a new Eligible Charter in respect of a Collateral Vessel; and (e) each other Test Date.

“Confidential Information” has the meaning specified in Section 9.12.

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.13 and other technical, administrative or operational matters) that the Administrative Agent decides in consultation with the Borrower may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent reasonably decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent reasonably determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative

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Agent decides in consultation with the Borrower is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Consolidated Tangible Net Worth” means, as of any date of determination, for the Guarantor on a consolidated basis, total Shareholders’ Equity as reported in the most recently delivered balance sheet of the Guarantor and its consolidated Subsidiaries adjusted by:

(a)    adding any subordinated debentures (being convertible debentures and other equity linked instruments which are subordinate to the rights of its unsecured creditors generally and which are akin to equity), mezzanine equity and redeemable shares;

(b)    adding the amount referred to in Schedule 1.01 for the date of such balance sheet (as the same may be adjusted from time to time to reflect the sale of any of the vessels referred to in Schedule 1.01 whether or not they are Collateral Vessels or Collateral Vessels at the date of their sale, following the date of this Agreement);

(c)    deducting any amount attributable to goodwill or any other intangible asset; and

(d)    reflecting any variation in the amount of the issued share capital of the Guarantor since the date of such balance sheet.

“Contracted Net Cash Flow” means, in respect of any Collateral Vessel and Eligible Charter, the contracted cash flow payable to the applicable Vessel Owner under such Eligible Charter, reduced by US$6,800 per day (which amount shall be escalated on an annual basis at the LTM Rate); provided that such reduction shall not apply to the calculation of the Contracted Net Cash Flow for any Collateral Vessel which is subject to a bareboat or demise charter; and provided further that Contracted Net Cash Flow in respect of any Collateral Vessel and Eligible Charter and any extension period shall be deemed to be zero to the extent that, as of the relevant date, the applicable contracted cash flow payable during such extension period (or part thereof) is uncertain or is not capable of being conclusively calculated.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings analogous thereto.

“Co-Sustainability Coordinators” means each of Citibank, N.A., Bank of Montreal and Wells Fargo Bank, N.A., in their respective capacities as co-sustainability coordinators.

“Credit Extension” means a Borrowing.

“Daily Simple SOFR” means, for any day, (a “SOFR Rate Day”), a rate per annum equal to the greater of (a) SOFR for the day (such day, a “SOFR Determination Date”) that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website, and (b) zero percent (0%). If by 5:00 p.m. (New York City time) on the second (2nd) U.S. Government Securities Business Day immediately following any SOFR Determination Date, SOFR in respect of such SOFR Determination Date has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SOFR for no more than three (3) consecutive SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

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“DCF Value” means the sum of (i) the Present Value of Contracted Net Cash Flow in respect of the relevant Collateral Vessel, plus (ii) the Terminal Value of such Collateral Vessel.

“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Decarbonization Certificate” means the form of certificate attached at Exhibit D.

“Deed of Covenants” means, in respect of a Collateral Vessel, the deed of covenants entered into or to be entered into by the relevant Vessel Owner and the Security Trustee collateral to the Mortgage over that Collateral Vessel.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate (before as well as after judgment) equal to the applicable interest rate set forth in Section 2.08(a) plus 2.00% per annum.

“Defaulting Lender” means, subject to Section 2.20(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within two (2) Business Days after request by the Borrower or the Administrative Agent, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii)become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from (A) the jurisdiction of courts within the United States, or (B) with respect to any Lender that is otherwise subject to the jurisdiction of courts outside the United States, the jurisdiction of such courts, or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender, provided further that Export Development Canada shall not be deemed to be a Defaulting Lender hereunder solely by virtue of it being owned by a Governmental Authority and it benefitting from certain immunities as provided for under the Crown Liability and Proceedings Act (Canada). Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.20(b)) upon delivery of written notice of such determination to the Borrower and each Lender.

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“Delta Test Date” means June 30 of each year, provided that if any such date shall not be a Business Day, the relevant Delta Test Date shall be the immediately succeeding Business Day.

“Delta Test Period” means the twelve (12) calendar month period commencing on January 1 ending on December 31 immediately prior to the relevant Delta Test Date.

“Determination Date” means the last day of each of February, May, August and November in each year.

“Dollar” and “$” mean lawful money of the United States.

“DSCR Cash Sweep Event” means, as of any date of determination, the failure of the DSCR Ratio as of such date to be at least equal to 1.25:1.0x.

“DSCR Ratio” means, with respect to the last two fiscal quarters for the Borrower, the ratio of: (a) EBITDA of the Borrower for such period, to (b) the aggregate amount of scheduled principal and interest payable (excluding any final payments due at maturity) in respect of Program Debt during the applicable period (whether or not actually paid during such period and disregarding any voluntary prepayments made at the Borrower’s election in accordance with Section 2.05(b)(ii)), plus any Commitment Fees payable during such period, plus any amounts paid by the Borrower during such period under any Hedging Agreements.

“Earnings” means, in respect of a Collateral Vessel, all present and future moneys and claims which are earned by or become payable to or for the account of the Borrower or Vessel Owner in connection with the operation or ownership of that Collateral Vessel and including but not limited to: (a) freights, passage and hire moneys (howsoever earned); (b) remuneration for salvage and towage services; (c) demurrage and detention moneys; (d) all moneys and claims in respect of the requisition for hire of that Collateral Vessel; (e) payments received in respect of any off-hire insurance; (f) payments received pursuant to any Charter Guarantee relating to that Collateral Vessel; and (g) Charter Termination Fees or other payments in respect of the termination of any Charter, including without limitation, pursuant to legal proceedings, arbitration or other settlement arrangements.

“EBITDA” means the net income of the Guarantor (on a consolidated basis) or the Borrower, as applicable, for a Measurement Period as adjusted by:

(a)    adding back taxation;

(b)    adding back Interest Expenses;

(c)    taking no account of any extraordinary item;

(d)    excluding any amount attributable to minority interests;

(e)    adding back depreciation and amortization, including amounts relating to operating leases but with the exception of amortization of dry-docking costs;

(f)    adding back non-cash expenses and deducting non-cash gains, including mark to market on Hedging Agreements and any other financial instruments and stock based compensation;

(g)    adding bareboat charter fees and deducting bareboat related interest income from leasing;

(h)    taking no account of any revaluation of an asset or any loss or gain over book value, whether or not arising on the disposal of an asset (otherwise than in the ordinary course of trading) by the Guarantor or the Borrower, as applicable, during that Measurement Period; and

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(i)    adding proportionate distributions from unconsolidated entities to the Guarantor or the Borrower, as applicable.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“EEOI” means the Energy Efficiency Operational Indicator, developed by the International Maritime Organization in order to allow shipowners to measure the fuel efficiency of a ship in operation.

“Eligibility Criteria” means: (a) such vessel shall be a container vessel that satisfies the requirements in respect of a Collateral Vessel set out in this Agreement; (b) such vessel shall be owned by (and not leased or chartered to) a Vessel Owner on the Borrowing Date; (c) its inclusion as a Collateral Vessel shall not give rise to a Default, a Concentration Limit Event, a BB Event or a DSCR Cash Sweep Event; and (d) it and any contract of employment or charter for such vessel shall comply with all requirements set out in the Loan Documents as if it was a Collateral Vessel and its owner was a Vessel Owner.

“Eligible Assignee” has the meaning given to it in Section 9.04(b).

“Eligible Charter” means any firm contract for the employment of a Collateral Vessel with a Person other than a member of the Guarantor Group which has a remaining fixed term of not less than 3 months (which shall include any extension options which (i) if at the option of the Charterer, have been exercised, (ii) if at the option of the Vessel Owner, have or have not yet been exercised and (iii) are automatically exercised (without any condition, requirement or other arrangement whereby such extension will not occur other than a determination from the Vessel Owner otherwise)), and shall include any charter providing the applicable Vessel Owner with a termination right.

“Environmental Approvals” means any permit, license, approval, ruling, variance, exemption or other authorization required under applicable Environmental Laws.

“Environmental Laws” means any and all federal, state, local, and foreign statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions, including all common law, relating to pollution or the protection of health, safety or the environment or the release of any materials into the environment, including those related to Hazardous Materials, air emissions, discharges to waste or public systems and health and safety matters.

“Environmental Liability” means any liability or obligation, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), directly or indirectly, resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment, disposal or permitting or arranging for the disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

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“Environmental Representative” means each Vessel Owner and the Manager together with their respective employees and all of those Persons for whom such Vessel Owner or the Manager is responsible under any Applicable Law in respect of any activities undertaken in relation to any of the Collateral Vessels.

“Equity Interests” means, as to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Event of Default” has the meaning specified in Article VII.

“Excess Risks” means, in respect of a Collateral Vessel: (a) the proportion of claims for general average, salvage and salvage charges which are not recoverable as a result of the value at which that Collateral Vessel is assessed for the purpose of such claims exceeding her hull and machinery insured value; and (b) collision liabilities not recoverable in full under the hull and machinery insurance by reason of those liabilities exceeding such proportion of the insured value of that Collateral Vessel as is covered by the hull and machinery insurance.

“Excluded Collateral Vessels” means each of:

Iany Collateral Vessel with respect to which (i) any Security Document to which such Collateral Vessel or the applicable Vessel Owner is subject ceases to be valid in any material respect or (ii) any Security Document creating a Security Interest in such Collateral Vessel or the applicable Vessel Owner in favor of the Security Trustee ceases to provide a perfected first priority security interest in favor of the Security Trustee in such Collateral Vessel or the applicable Vessel Owner as a result of the act or inaction of an Obligor; and

(a)any Collateral Vessel with respect to which the registration at the registry of any Approved Flag State is cancelled or any Collateral Vessel that is arrested or otherwise detained and not released within thirty (30) days.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), and (b) any withholding Taxes imposed under FATCA.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

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“Federal Funds Effective Rate” means, for any day, the greater of (a) the rate calculated by the Federal Reserve Bank of New York based on such day’s Federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the Federal funds effective rate and (b) 0%.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States.

“Fee Letters” means any letter between (inter alios) any Finance Party and any Obligor which states that it is a “Fee Letter” for the purposes of this Agreement and “Fee Letter” means any of them.

“Fees” means the Commitment Fee and other fees payable pursuant to any Fee Letter.

“Finance Party” means, collectively, each Lender, any Receiver and any Administrative Party.

“Financial Officer” means, as to any Person, the chief financial officer, principal accounting officer, treasurer or controller of such Person.

“First Restated Credit Agreement” means that certain First Amended and Restated Credit Agreement dated as of May 19, 2021 (which amended and restated the Initial Credit Agreement) by and among certain of the parties hereto, together with all amendments, supplements and other modifications thereto, as in effect immediately prior to the Restatement Date.

“First Restatement Date” means May 19, 2021.

“GAAP” means, subject to Section 1.03, United States generally accepted accounting principles as in effect as of the date of determination thereof.

“General Assignment” means in respect of a Collateral Vessel, the assignment of its Eligible Charter, any Charter Guarantee, any Requisition Compensation and the Earnings granted or to be granted by the relevant Vessel Owner in favor of the Security Trustee, together with any and all notices and acknowledgements entered into in connection therewith.

“Global Coordinator” means Citibank, N.A., in its capacity as global coordinator, and left lead mandated lead arranger and joint-bookrunner.

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to

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protect such obligee against loss in respect thereof (in whole or in part) or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantor” means Seaspan Corporation, a corporation organized and existing under the laws of the Republic of the Marshall Islands with limited liability.

“Guarantor Financial Covenants” means the requirements set forth in Section 6.09(c) to (f).

“Guarantor Group” means the Guarantor and each of its Subsidiaries.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes, and other substances or wastes of any nature regulated under or with respect to which liability or standards of conduct are imposed pursuant to any Environmental Law.

“HK Collection Account” means the account of the Borrower maintained with Citibank, N.A., Hong Kong Branch with account number 1004151018.

“Identified Vessels” means the vessels referred to in Exhibit C.

“IMO Decarbonization Trajectory” means the standard decarbonization trajectories produced or to be produced (as the case may be) from time to time by the Secretariat of the Poseidon Principles for each ship type and size class, being a representation of how many grams of CO2 a single vessel can emit to move one tonne of goods one nautical mile (gCO2/tnm) over the relevant time horizon, and on any Delta Test Date the IMO Decarbonization Trajectory shall be the most recent standard decarbonization trajectory which is applicable to the relevant Delta Test Period. The IMO Decarbonization Trajectory measured with reference to average efficiency ratio for containerships as of the date hereof (and as may be updated from time to time) is as per below:

Size (TEU)	2022	2023	2024	2025	2026	2027	2028	2029
0-999	19.532764	19.049165	18.565565	18.081965	17.598366	17.114766	16.631166	16.147566
1,000-1,999	14.367025	14.011320	13.655616	13.299912	12.944207	12.588503	12.232799	11.877094
2,000-2,999	9.720612	9.479945	9.239279	8.998612	8.757945	8.517279	8.276612	8.035945
3,000-4,999	9.128580	8.902571	8.676562	8.450553	8.224544	7.998535	7.772526	7.546518
5,000-7,999	8.306876	8.101211	7.895546	7.689881	7.484216	7.278552	7.072887	6.867222
8,000-11,999	6.839266	6.669937	6.500607	6.331278	6.161949	5.992620	5.823291	5.653962
12,000-14,500	5.363422	5.230633	5.097843	4.965053	4.832264	4.699474	4.566684	4.433894
> 14,500	3.541300	3.453623	3.365946	3.278269	3.190592	3.102915	3.015239	2.927562

“Incremental Commitment” has the meaning specified in Section 2.21(a).

“Incremental Commitment Effective Date” has the meaning specified in Section 2.21(c).

“Incremental Lender” has the meaning specified in Section 2.21(b).

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“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)    all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)    all direct or contingent obligations of such Person arising under (i) letters of credit (including standby and commercial), bankers’ acceptances and bank guaranties and (ii) surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(c)    net obligations of such Person under any Hedging Agreement;

(d)    all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);

(e)    indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)    any agreement treated as a finance or capital lease in accordance with GAAP; and

(g)    all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Hedging Agreement on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Indebtedness of any Person for purposes of clause (e) that is expressly made non-recourse or limited-recourse (limited solely to the assets securing such Indebtedness) to such Person shall be deemed to be equal to the lesser of (i) the aggregate principal amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitee” has the meaning specified in Section 9.03(b).

“Initial Credit Agreement” means that certain Credit Agreement dated as of December 30, 2019 by and among certain of the parties hereto, as in effect immediately prior to the “Restatement Date” as defined in the First Restated Credit Agreement.

“Insurances Assignment” means, in respect of a Collateral Vessel, the assignment of the Obligatory Insurances granted or to be granted in favor of the Security Trustee by the relevant Vessel Owner together with any and all notices and acknowledgments entered into in connection therewith.

“Insurers” means the underwriters or insurance companies with whom any Obligatory Insurances are effected and the managers of any protection and indemnity or war risks association in which any or the Collateral Vessels may at any time be entered.

“Intercreditor Agreement” means the first amended and restated intercreditor and proceeds agreement dated May 19, 2021 as amended and restated on or about the Restatement Date

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among, inter alios, the Borrower, the Guarantor, the Administrative Agent and the Security Trustee (as further amended and/or restated from time to time).

“Interest and Principal Coverage Ratio” means, as at any date of determination and with respect to any period, the ratio of EBITDA for such period to Interest and Principal Expense for such period.

“Interest and Principal Expense” means all Interest Expense incurred and all scheduled payments of principal (excluding any final payment thereof due on the maturity date thereof) made by the Guarantor and its consolidated Subsidiaries during a Measurement Period.

“Interest Expense” means all cash interest and cash commitment fees incurred by the Guarantor or the Borrower, as applicable, and its consolidated Subsidiaries during a Measurement Period.

“Interest Payment Date” means each Payment Date and the Maturity Date.

“Interest Period” means, with respect to each Borrowing and the Loans constituting the same, the period commencing on the relevant Borrowing Date and ending on the next Interest Payment Date, and thereafter each period commencing on the last day of the preceding Interest Period and ending on the Interest Payment Date immediately succeeding such last day; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, and (iii) no Interest Period shall extend beyond the relevant Maturity Date.

“Intra Group Loan” means:

(a)    any loan or other Indebtedness advanced by an Obligor, as lender, to any other Obligor (other than the Guarantor), as borrower; and

(b)    any loan or other Indebtedness owing by the Borrower to a member of the Guarantor Group which is, as at the Closing Date, the shareholder of the owner of m.v. “Seaspan Thames”, “CMA CGM Tuticorin”, “MOL Brilliance”, “MOL Belief”, “YM World”, YM Wondrous”, “MOL Beauty” or “YM Wreath” or any other vessel owned, as at the Closing Date, directly or indirectly by Greater China Intermodal Investments LLC for purposes of adding a Collateral Vessel to the Collateral.

“Intra Group Loan Agreement” means any agreement in respect of an Intra Group Loan .

“IRS” means the United States Internal Revenue Service.

“ISM Code” means the International Safety Management Code (including the guidelines on its implementation), adopted by the International Maritime Organization Assembly as Resolutions A.741(18) and A.788(19), as the same may have been or may be amended or supplemented from time to time. The terms “safety management system”, “Safety Management Certificate”, “Document of Compliance” and “major non-conformity” shall have the same meanings as are given to them in the ISM Code.

“ISP” means the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time).

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“ISPS Code” means the International Ship and Port Facility Security Code adopted by the International Maritime Organization Assembly as the same may have been or may be amended or supplemented from time to time.

“Joinder Agreement” means a joinder or similar agreement entered into by any Person (including any Lender) under Section 2.21 pursuant to which such Person shall provide an Incremental Commitment hereunder and (if such Person is not then a Lender) shall become a Lender party hereto.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lead Sustainability Coordinator” means Société Générale, Hong Kong Branch, in its capacity as lead sustainability coordinator.

“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become party hereto pursuant to an Assignment and Assumption or Joinder Agreement, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or Joinder Agreement.

“Lien” means any mortgage, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan Documents” means, collectively, this Agreement, the Intercreditor Agreement, the Hedging Agreements (in relation to the Loans), any subordination agreement entered into in connection with Section 5.02(g) of the Intercreditor Agreement, the Security Documents, any Borrowing Request, the Fee Letters and any other documents entered into in connection herewith.

“Loans” means the Term Loan.

“LTM Rate” means the most recent US CPI rate as published by the U.S. Bureau of Labor Statistics, provided that the applicable indexation will have a floor of 0% p.a. and a cap of 3% p.a..

“Management Agreement” means each management agreement between a Vessel Owner and the Manager in respect of a Collateral Vessel, as the same may be amended from time to time in accordance with this Agreement.

“Management Agreement Assignment” means each assignment of a Management Agreement granted or to be granted in favor of the Security Trustee by a Vessel Owner with any and all notices and acknowledgements entered into in connection therewith.

“Manager” means Seaspan Management Services Ltd. 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 from time to time, provided that V.Group, Anglo-Eastern and Bernhard Schulte Shipmanagement are so approved for these purposes.

“Manager's Undertaking” means, in respect of each Collateral Vessel, a letter of undertaking to be issued by the Manager to the Security Trustee confirming it shall not make a claim to security ranking ahead of the Lenders' security in respect of that Collateral Vessel in form and substance satisfactory to the Administrative Agent.

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“Mandated Lead Arrangers” means each of Bank of Montreal, BNP Paribas and Société Générale, Hong Kong Branch, in their respective capacities as mandated lead arrangers and joint-bookrunners.

“Margin” means (i) from the Restatement Date until September 4, 2023, 1.9125% per annum, and (ii) for any Margin Period thereafter, the aggregate of:

(a)    the Margin applicable in the immediately preceding Margin Period; and

(b)    any Applicable Performance Margin Adjustment for the relevant Margin Period; minus

(c)    any Applicable Charter Margin Adjustment in the immediately preceding Margin Period; plus

(d)    any Applicable Charter Margin Adjustment for the relevant Margin Period,

save that the collective aggregate of the foregoing (b), (c) and (d) may not (A) exceed 0.025% per annum or (B) be less than -0.025% per annum, in each case for any single Margin Period (relative to the prior Margin Period),

provided that, the collective aggregate of the foregoing paragraphs (a), (b), (c) and (d) shall not (X) exceed 1.95% per annum for any single Margin Period, or (Y) be less than 1.85% per annum for any single Margin Period,

and provided further that, where the Borrower fails to deliver any of the Compliance Data, other items contemplated by Section 5.34(a) hereof and/or any Decarbonization Certificate required by this Agreement, in order to determine any Applicable Charter Margin Adjustment for the relevant Margin Period, the foregoing paragraphs (b), (c) and (d) shall collectively be set at 0.0125%.

“Margin Period” means each 12 month period commencing on the September 5 Interest Payment Date which follows a Delta Test Date and ending on September 4, the following year (or if earlier, the Maturity Date).

“Market Value” means, in respect of any Collateral Vessel, the average of the two values of such Collateral Vessel provided by the Approved Valuers.

“Material Adverse Effect” means a material adverse effect on (a) the ability of the Borrower to perform its Obligations, (b) the legality, validity, binding effect or enforceability against the Borrower of any Loan Document to which it is a party or (c) the rights, remedies and benefits available to, or conferred upon, the Administrative Parties, any Lender or any Hedge Counterparties under any Loan Documents.

“Maturity Date” means the date falling six (6) years after the Restatement Date or, if such date is not a Business Day, on the immediately preceding Business Day.

“Maximum Rate” has the meaning specified in Section 9.14.

“Measurement Period” means, at any time, the last four fiscal quarters for the Guarantor or the Borrower, as applicable.

“Mortgage” means, in respect of a Collateral Vessel, the first priority or first preferred ship mortgage, each given or to be given by the relevant Vessel Owner in favor of the Security Trustee and registered with the Approved Flag State registry of such Collateral Vessel.

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“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all or all affected Lenders in accordance with the terms of Section 9.02 and (b) has been approved by the Required Lenders.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower arising under any Loan Document or Hedging Agreement or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower or any other Obligor thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the foregoing, the Obligations include (a) the obligation to pay principal, interest, charges, expenses, fees, indemnities and other amounts payable by the Borrower under any Loan Document or Hedging Agreement and (b) the obligation of the Borrower to reimburse any amount in respect of any of the foregoing that the Administrative Agent or any Lender, in each case in its sole discretion, may elect to pay or advance on behalf of the Borrower.

“Obligatory Insurances” means, in respect of each Collateral Vessel: (a) all contracts and policies of insurance and all entries in clubs and/or associations which are from time to time required to be effected and maintained in accordance with this Agreement in respect of each of the Collateral Vessels; and (b) all benefits under the contracts, policies and entries under subsection (a) above and all claims in respect of them and the return of premiums.

“Obligor” means the Borrower, the Guarantor and the Vessel Owners.

“Organizational Documents” means (a) as to any corporation, the charter or certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) as to any limited liability company, the certificate or articles of formation or organization and operating or limited liability agreement and (c) as to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document.

“Participant” has the meaning specified in Section 9.04(d).

“Participant Register” has the meaning specified in Section 9.04(d).

“PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“Payment Date” means each March 5, June 5, September 5, December 5 commencing on March 5, 2023, provided that if any such date is not a Business Day, the relevant Payment Date shall be the immediately succeeding Business Day.

“Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

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“Permitted Liens” means, in respect of a Collateral Vessel: (a) Security Interests created by the Security Documents; (b) liens for unpaid crew's wages including wages of the master and stevedores employed by the Collateral Vessel, outstanding in the ordinary course of trading for not more than one calendar month after the due date for payment; (c) liens for salvage; (d) liens for classification or scheduled dry docking or for necessary repairs to that Collateral Vessel that in each case are outstanding for not more than one month; (e) liens for collision; (f) liens for master's disbursements incurred in the ordinary course of trading; (g) statutory and common law liens of carriers, warehousemen, mechanics, suppliers, materials men, repairers or other similar liens, including maritime liens, in each case arising in the ordinary course of business, outstanding for not more than one month and (h) liens for damages arising from maritime torts which are unclaimed, or are covered by insurance and any deductible applicable thereto, or in respect of which a bond or other security has been posted on behalf of the relevant Vessel Owner with the appropriate court or other tribunal to prevent the arrest or secure the release of such Collateral Vessel from arrest; provided that in the case of subsections (b) to (g) inclusive the amounts which give rise to such liens are paid when due (or, in the case of subsections (b) or (g) above, within one month of such amount being outstanding) or, if not paid when due are being disputed in good faith by appropriate proceedings (and for the payment of which adequate reserves or security are at the relevant time maintained or provided), provided further that such proceedings, whether by payment of adequate security into court or otherwise, do not give rise to a material risk of the relevant Collateral Vessel or any interest therein being seized, sold, forfeited or otherwise lost or of criminal liability on an Indemnitee.

“Platform” means Debt Domain, Intralinks, Syndtrak, DebtX or a substantially similar electronic transmission system.

“Poseidon Principles” means the financial industry framework for assessing and disclosing the climate alignment of ship finance portfolios published in June 2019 as the same may be amended or replaced to reflect changes in applicable law or regulation or the introduction of or changes to mandatory requirements of the International Maritime Organization from time to time.

“Prepayment Notice” means a notice by the Borrower to prepay Loans, which shall be in such form as the Administrative Agent may approve.

“Present Value of Contracted Net Cash Flow” means, in respect of any Collateral Vessel and Eligible Charter, the Contracted Net Cash Flow in respect thereof discounted using a discount rate of 10% per annum (or, where the Terminal Value provider is VesselsValue, 8% per annum).

“Program Debt” has the meaning specified in the Intercreditor Agreement.

“Program Debt Documents” means (a) the credit agreement originally dated 15 May 2019 between, among others, the Borrower, the Guarantor, the Administrative Agent and the Lenders (as defined therein) party thereto from time to time, as first amended and restated on May 19, 2021 and as second amended and restated on the Restatement Date (the “Existing Program Debt Documents”), and (b) any other Additional Debt Document.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Purchase Agreement” means, in respect of a Collateral Vessel, the memorandum of agreement or purchase agreement entered into or to be entered into between the relevant seller of such Collateral Vessel and the Vessel Owner, as buyer.

“QCC Ratio” means on any QCC Test Date, the proportion expressed as a percentage of: (i) the number of Qualifying Charter Contracts which were in effect on the immediately preceding QCC Test Period Date and which contained a Sustainability Linked Charter Mechanism, to (ii) the total number of Qualifying Charter Contracts which were in effect on the immediately preceding QCC Test Period Date.

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“QCC Test Date” means June 30 of each year following the respective QCC Test Period Date, provided that if any such date shall not be a Business Day, the relevant QCC Test Date shall be the immediately succeeding Business Day.

“QCC Test Period Date” means December 31 of each year, measuring the QCC Ratio as at that date.

“Qualifying Charter Contracts” (QCC) means any firm contract for the employment of a Collateral Vessel with a Person other than a member of the Guarantor Group, which has a remaining fixed term of not less than 6 months (which shall include any extension options which (i) if at the option of the Charterer, have been exercised, (ii) if at the option of the relevant Vessel Owner, have or have not yet been exercised and (iii) are automatically exercised (without any condition, requirement or other arrangement whereby such extension will not occur other than a determination from the relevant Vessel Owner otherwise)), and shall include any charter providing the applicable Vessel Owner with a termination right.

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets appointed under any Security Document.

“Recipient” means (a) the Administrative Agent or (b) any Lender, as applicable.

“Recognized Organization” means, in respect of a Collateral Vessel, an organization approved by the maritime administration of the Collateral Vessel’s flag state to verify that the ship energy efficiency management plans of vessels registered in such flag state are in compliance with Regulation 22A of Annex Vl and to issue “statements of compliance for fuel consumption reporting” confirming that vessels registered in such flag state are in compliance with that regulation, including any Classification Society.

“Register” has the meaning specified in Section 9.04(c).

“Related Contracts” means any or all of the following (as the context requires): (a) the Obligatory Insurances; (b) the Eligible Charters; (c) the Management Agreements; and (d) the Charter Guarantees.

“Related Parties” means, with respect to any Person, such Person’s Affiliates, head office, other branches and regional offices, and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates, head office, other branches and regional offices.

“Relevant Vessel” has the meaning specified in Section 4.02(a)(ii).

“Relevant Vessel Owner” has the meaning specified in Section 4.02(a)(iii).

“Repayment Schedule” means the repayment schedule prepared in accordance with Section 2.03.

“Required Deductible Amount” means, in respect of the Obligatory Insurances for a Collateral Vessel, an amount not to exceed the following amounts:

(a)in respect of hull cover, US$1,000,000;

(b)in respect of crew cover, US$30,000;

(c)in respect of collision cover, US$150,000;

(d)in respect of cargo cover, US$78,000; and

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(e)in respect of any other cover, US$150,000.

“Required Insurance Amount” means, in respect of a Collateral Vessel, the amount which is 120% of the product of (i) the proportion of the Market Value of such Collateral Vessel to the total Market Value of all Collateral Vessels, multiplied by (ii) the aggregate of the total outstanding amount of the Secured Obligations plus (without duplication) the aggregate Revolving Loan Commitments (as defined in the Existing Program Debt Documents). For these purposes, the Market Value of such Collateral Vessel shall be calculated as of the date on which such Collateral Vessel is added to the Security Assets and thereafter as of the date of the annual renewal of the relevant Obligatory Insurances (taking into account any updated valuations).

“Required Lenders” means, at any time, Lenders holding more than 50% of the aggregate principal amount of the Term Loan outstanding. The outstanding Loans and Commitments of any Defaulting Lender shall be disregarded in determining the “Required Lenders” at any time.

“Requisition Compensation” means, in respect of a Collateral Vessel, all moneys or other compensation payable by reason of requisition for title to, or other compulsory acquisition of, that Collateral Vessel including requisition for hire.

“Resignation Effective Date” has the meaning specified in Section 8.06(a).

“Resolution Authority” means, an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means (a) the chief executive officer, president, executive vice president or a Financial Officer of the Borrower, (b) solely for purposes of the delivery of incumbency certificates and certified Organizational Documents and resolutions pursuant to Section 4.01, any vice president, secretary or assistant secretary of the Borrower and (c) solely for purposes of Borrowing Requests, certifying extracts of Qualifying Charter Contracts for the purposes of any Compliance Data, prepayment notices and notices for Commitment terminations or reductions given pursuant to Article II, any other officer or employee of the Borrower so designated from time to time by one of the officers described in clause (a) in a notice to the Administrative Agent (together with evidence of the authority and capacity of each such Person to so act in form and substance satisfactory to the Administrative Agent). Any document delivered hereunder that is signed by a Responsible Officer of the Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership or other action on the part of the Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower.

“Restatement Date” means the date on which each of the conditions specified in Section 4.04 is satisfied (or waived in accordance with Section 9.02), such date being ____________, 2023.

“Sanctioned Jurisdiction” means, at any time, a country or territory that is the subject of Sanctions.

“Sanctioned Person” means, at any time, (a) any Person listed in, or acting on behalf of a Person listed in, any Sanctions related list maintained by any Sanctions Authority, (b) any Person located, organized, or resident in a Sanctioned Jurisdiction, or (c) any other subject of Sanctions, including, without limitation, any Person controlled or 50 percent or more owned in the aggregate, directly or indirectly, by any subject or subjects of Sanctions.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by any Sanctions Authority.

“Sanctions Authority” means the United States (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the U.S. Department of Commerce or through any existing or future statute or Executive Order), the United

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Kingdom (including, without limitation, His Majesty’s Treasury), the European Union and any EU member state, the French Republic, the United Nations Security Council, Canada, Australia (including without limitation, the Department of Foreign Affairs and Trade) and Hong Kong Monetary Authority and any other governmental authority with jurisdiction over the Obligors.

“Sanctions Target” means a Sanctioned Person or Sanctioned Jurisdiction.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Security Assets” means any asset which is the subject of a Security Interest created by a Security Document.

“Security Documents” means: (a) the Mortgages; (b) the Deeds of Covenant; (c) the Insurances Assignments; (d) the Management Agreement Assignments; (e) the General Assignments; (f) the Account Charges; (g) the Manager's Undertakings; (h) the Share Pledges; (i) any Charterer’s Undertakings; (j) any Additional Security; and (k) any other document designated as such in writing by the Borrower or any Vessel Owner and the Administrative Agent; in each case together with any and all notices and acknowledgements entered into and in connection therewith.

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

“Security Trustee” means UMB Bank, National Association.

“Shareholders’ Equity” means, as of any date of determination, consolidated shareholders’ equity of the Borrower and its Subsidiaries as of such date determined in accordance with GAAP.

“Share Pledge” means, in relation to the Borrower and each Vessel Owner, each first priority charge, pledge or mortgage or equivalent over the shares in the Borrower or Vessel Owner (as the case may be) to be given by: (a) in the case of the Borrower, the Guarantor; and (b) in the case of each Vessel Owner, the Borrower, in each case in favor of and in form and substance satisfactory to the Security Trustee and “Share Pledges” means all such share pledges.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the Federal Reserve Bank of New York’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Loan” means a Loan that bears interest at a rate based on Term SOFR, other than pursuant to clause (iii) of the definition of “Base Rate”.

“Statement of Compliance” means a Statement of Compliance related to fuel oil consumption pursuant to regulations 6.6 and 6.7 of Annex VI.

“Subsidiary” of a Person means a corporation, partnership, limited liability company, association or joint venture or other business entity of which a majority of the Equity Interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time owned or the management of which is controlled, directly, or indirectly through one or more intermediaries, by such

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Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Substitute Vessel” has the meaning set forth in Section 6.05.

“Sustainability Linked Charter Mechanism” means, in the sole opinion of the Lead Sustainability Coordinator, acting reasonably, a qualifying contractual provision of a Qualifying Charter Contract providing for the relevant charter rate to be increased and/or reduced, by an amount which is not less than 0.5% of the relevant initial charter rate, and where any such increase and reduction in the charter rate is subject to and dependent on the alignment of the relevant vessel’s carbon intensity, measured by that vessel’s AER, EEOI, or some other broadly accepted emissions metric which would be assessed and aligned with the International Maritime Organization’s GHG trajectory.

“Swap” means any trade or transaction entered into by the Borrower and a Hedge Counterparty under or pursuant to a Hedging Agreement.

“Swap Termination Value” means, in respect of any one or more Swaps, after taking into account the effect of any legally enforceable netting agreement relating to such Swaps, (a) for any date on or after the date such Swaps have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swaps, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swaps (which may include a Lender or any Affiliate of a Lender).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Terminal Value” means, in respect of any Collateral Vessel: (a) the present value (using a discount rate of 10% per annum) of the forward projected value for such Collateral Vessel as at the maturity of the relevant Eligible Charter (which shall, for these purposes, take account of any extension option which is included for the purposes of the definition of Eligible Charter for such Collateral Vessel) as provided by Maritime Strategies International Ltd; or (b) if the Borrower has elected that VesselsValue valuations shall be used for all Collateral Vessels on the applicable calculation date, the fixed age valuation for such Collateral Vessel as at the maturity of the relevant Eligible Charter (which shall, for these purposes, take account of any extension option which is included for the purposes of the definition of Eligible Charter for such Collateral Vessel) as provided by VesselsValue (with no discount rate applicable). Where the Eligible Charter of any Collateral Vessel has been extended and the Terminal Value on any Test Date would otherwise be calculated on the basis of valuations which pre-date such extension, the Borrower shall be permitted to obtain an updated valuation for such Collateral Vessel which shall be used for the purposes of calculating the Terminal Value of such Collateral Vessel.

“Term Lender” means each Lender which has a Term Loan Commitment.

“Term Loan” has the meaning set forth in Section 2.01.

“Term Loan Commitment” means, as to each Term Lender, the obligation of such Lender to make, on and subject to the terms and conditions hereof, the Term Loan to the Borrower pursuant to Section 2.01(b) in an aggregate principal amount up to but not exceeding the amount set forth opposite the name of such Lender in Schedule 2.01 under the heading “Term Loan Commitment” or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Term Loan Commitment, as applicable, as such amount may be reduced pursuant to Sections 2.05 or 2.06 or increased or reduced pursuant to assignments effected in accordance with Section 9.04.

“Term Loan Required Payments” has the meaning given in Section 2.03(b)(i).

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“Term SOFR” means the Term SOFR Reference Rate for a tenor of three (3) months on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day; provided, further, that if Term SOFR determined as provided above (including pursuant to the proviso above) shall ever be less than zero percent (0%), then Term SOFR shall be deemed to be zero percent (0%).

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Test Date” means: (a) any BB Test Date; and (b) any Determination Date.

“Total Assets” means, in respect of the Guarantor on a consolidated basis, the following, in each case as indicated on the most recently delivered financial statement of the Guarantor and its consolidated Subsidiaries:

(a)all of the assets of the types presented on its consolidated balance sheet; less

(b)assets under any vessel construction or ship purchase agreement (including novation and assignment and assumption agreements) that the Guarantor or any of its Subsidiaries is required to record on its books under GAAP even though such entity is no longer the legal owner of the vessel or legally obligated to take delivery of the vessel.

“Total Borrowings” means, in respect of the Guarantor on a consolidated basis and without duplication, in each case as indicated on the most recently delivered financial statement of the Guarantor and its Subsidiaries, the aggregate of the following:

(a)the outstanding principal amount of any moneys borrowed; plus

(b)the outstanding principal amount of any acceptance under any acceptance credit; plus

(c)the outstanding principal amount of any bond, note, debenture or other similar instrument; plus

(d)the book values of indebtedness under a lease, charter, hire purchase agreement or other similar arrangement which would, in accordance with GAAP, be treated as a finance or capital lease; plus

(e)the outstanding principal amount of all moneys owing in connection with the sale or discounting of receivables (otherwise than on a non-recourse basis or which otherwise meet any requirements for de-recognition under GAAP); plus

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(f)the outstanding principal amount of any indebtedness arising from any deferred payment agreements arranged primarily as a method of raising finance or financing the acquisition of an asset (except trade payables); plus

(g)any fixed or minimum premium payable on the repayment or redemption of any instrument referred to in clause (c) above; and plus

(h)the outstanding principal amount of any indebtedness of any Person other than a Subsidiary of the Guarantor of a type referred to in the above clauses of this definition which is the subject of a guarantee (or other agreement by which recourse is granted to the Guarantor) given by the Guarantor to the extent that such guaranteed indebtedness is determined and given a value in respect of the Guarantor on a consolidated basis in accordance with GAAP.

Notwithstanding the foregoing, “Total Borrowings” shall not include (a) Indebtedness or obligations arising from derivative transactions, such as protecting against interest rate or currency fluctuations or (b) Indebtedness under any vessel construction or ship purchase agreement (including novation and assignment and assumption agreements) that the Guarantor is required to record on its books under GAAP even though the Guarantor is no longer the legal owner of the vessel or legally obligated to take delivery of the vessel.

“Total Loss” means in relation to a Collateral Vessel:

(a)    actual, constructive, compromised, agreed or arranged total loss of that Collateral Vessel;

(b)    requisition for title or other compulsory acquisition of that Collateral Vessel otherwise than by requisition for hire;

(c)    capture, seizure, arrest, detention, or confiscation of that Collateral Vessel by any government or by Persons acting or purporting to act on behalf of any government or by any other Person which deprives the Vessel Owner of that Collateral Vessel or as the case may be the Charterer of the use of that Collateral Vessel for more than sixty (60) days after that occurrence; and

(d)    requisition for hire of that Collateral Vessel by any government or by Persons acting or purporting to act on behalf of any government which deprives the Vessel Owner or as the case may be the Charterer of the use of that Collateral Vessel for a period of sixty (60) days, other than a Charter of the Collateral Vessel to a government or government agency approved by the Borrower and by the Administrative Agent.

“UBO” means (a) any of Kyle Washington, Kevin Washington, Dennis Washington or any of their estate, spouse, and/or descendants; (b) any trust for the benefit of the Persons listed in (a); (c) Fairfax Financial Holdings Limited; (d) Ocean Network Express Pte. Ltd.; (e) an Affiliate of any of the Persons listed in (a), (b), (c) or (d); or (f) a combination of the foregoing.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

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“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“United States” and “U.S.” mean the United States of America.

“Unrelated Parties” has the meaning given in Section 3.35.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“Vessel Disposition” has the meaning given to such term in Section 6.06.

“Vessel Disposition Date” means the date of any Vessel Disposition in accordance with the requirements set forth in Section 6.06.

“Vessel Owner” means any special purpose company that owns a Collateral Vessel and the entire issued share capital of which is acquired or to be acquired by the Borrower.

“Vessel Owner Account” means, in respect of any Vessel Owner, any account in the name of the applicable Vessel Owner opened or to be opened with the Account Bank into which Earnings shall be paid, as more particularly described in the relevant Account Charge relating thereto.

“Vessel Substitution Date” means the date of any vessel substitution in accordance with the requirements set forth in Section 6.05.

“Wholly-Owned” means, as to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (a) director’s qualifying shares and (b) shares issued to foreign nationals to the extent required by Applicable Law) are owned by such Person and/or by one or more Wholly-Owned Subsidiaries of such Person.

“Withholding Agent” means the Borrower and the Administrative Agent.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

SECTION 1.02Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” The word “or” is not exclusive. The word “year” shall refer (i) in the case of a leap year, to a year of three hundred sixty-six (366) days, and (ii) otherwise, to a year of three hundred sixty-five (365) days. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall

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be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.03Accounting Terms; Changes in GAAP.

(a)Accounting Terms. Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall be construed in conformity with GAAP as in effect on the Closing Date. Financial statements and other information required to be delivered by the Borrower to the Lenders pursuant to Sections 5.01(a) and 5.01(b) shall be prepared in accordance with GAAP as in effect at the time of such preparation. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded. Notwithstanding any changes in GAAP after the Closing Date, any lease of the Obligors that would be characterized as an operating lease under GAAP as in effect on the Closing Date (whether such lease is entered into before or after the Closing Date) shall not constitute Indebtedness or a capital lease (and shall continue to be characterized as an operating lease) under this Agreement or any other Loan Document as a result of such changes in GAAP.

(b)Changes in GAAP. If the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

SECTION 1.04Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Term SOFR Reference Rate or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

SECTION 1.05Restricted Lenders.

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(a)Notwithstanding any other provision of this Agreement, in relation to each Lender that is incorporated in Germany and any other Lender that notifies the Administrative Agent that this clause applies to it (each a “Restricted Lender”), Sections 3.22, 5.24(d), 6.13 and any other sanctions provision in this Agreement (together the “Sanctions Provisions”) will not apply for the benefit of that Restricted Lender to the extent that the Sanctions Provisions would result in any violation of or liability under EU Regulation (EC) 2271/96 (in conjunction with (EU) 2018/1100) or section 7 of the German Außenwirtschaftsverordnung (foreign trade rules) or a similar anti-boycott statute in any other jurisdiction.

(b)Solely in the event of, or on the basis of, any breach of any Sanctions Provisions as result solely of Sanctions imposed by any Sanctions Authority (other than the United Nations, the European Union or Germany) and for which such Sanctions Provisions do not apply in this case for the benefit of a Restricted Lender in accordance with Section 1.05(a) (a “Sanctions Breach”), the parties hereto agree that such Restricted Lender will not be entitled to:

(i)declare that its Commitment is cancelled or require a mandatory prepayment of its part of the Loans in accordance with Section 2.06(b) (Illegality) of this Agreement; or

(ii)assert any other rights under the Loan Documents on the sole basis of such Sanctions Breach.

(c)With respect to any proposal to enforce, or to instruct the Administrative Agent to enforce, a Sanctions Breach, a Restricted Lender may abstain or vote against any proposal to take action in relation to a Sanctions Breach, but will not vote in favour of any such proposal.

(d)Nothing in this Section 1.05 will affect the rights of a Restricted Lender under any other provision of the Loan Documents or its right to benefit as a Lender from any action taken by the Administrative Agent or the other Lenders in relation to the Loan Documents (whether in relation to any of the Sanctions Provisions or otherwise).

ARTICLE II

COMMITMENTS

SECTION 2.01 Term Loan Commitments.

(a)Term Loan.

(i)On the First Restatement Date, each Term Lender severally, and not jointly with the other Term Lenders, agreed, upon the terms and subject to the conditions herein set forth, to make term loans denominated in US Dollars (the “Term Loan”) available to Borrower in an aggregate principal amount up to but not exceeding such Term Lender’s Commitment (as defined in the First Restated Credit Agreement).

(ii)Each Term Lender severally, and not jointly with the other Term Lenders, agrees, upon the terms and subject to the conditions herein set forth, to permit Borrower to make a further Borrowing under the Term Loan available on the Restatement Date in an aggregate principal amount up to US$200,000,000. Unless previously terminated, the Term Loan Commitment of each Term Lender shall automatically terminate at 5:00 p.m. (New York City time) on the Restatement Date

(iii)Amounts repaid or prepaid with respect to the Term Loan may not be re-borrowed.

(b)Procedure for Term Loan Borrowing.

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(i)The aggregate Borrowings under the Term Loan pursuant to the First Restated Credit Agreement was in an amount of US$410,000,000. As of the Restatement Date, the aggregate outstanding principal amount of the Term Loan (prior to the further Borrowing contemplated by Section 2.01(a)(ii)) is US$360,702,720.

(ii)As of the Restatement Date, interest on the Term Loan shall continue to accrue in accordance with the First Restated Credit Agreement until the end of the then current Interest Period and thereafter, interest shall accrue at the rate in accordance with Section 2.08.

(iii)Borrower may make one (1) further Borrowing on the Restatement Date, provided that Borrower has given the Administrative Agent a revocable Borrowing Request (which must be received by the Administrative Agent prior to 12:00 Noon, New York City time three (3) U.S. Government Securities Business Days prior to the Restatement Date), specifying (i) the amount to be borrowed and (ii) the applicable Collateral Vessel(s). Such Borrowing shall be in an amount equal to US$200,000,000. Upon receipt of any such Borrowing Request from Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Term Lender will make the amount of its pro rata share of the further Borrowing under the Term Loan available to the Administrative Agent for the account of the Borrower prior to 12:00 Noon, New York time, on the Restatement Date in funds immediately available to the Administrative Agent. Each Term Lender may, at its option, make any such Term Loan advance available to the Borrower by causing any foreign or domestic branch or Affiliate of such Term Lender to make such advance; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement. Such borrowing amounts made available to the Administrative Agent by the Term Lenders will then be made available to the Borrower by the Administrative Agent crediting the Collection Account or, at the Borrower’s option, by effecting a wire transfer of such amounts to an account designated by the Borrower to the Administrative Agent. If the Borrower revokes any Borrowing Request, the Borrower shall compensate the Lenders in connection with such revocation in accordance with Section 2.13.

(c)[Reserved].

SECTION 2.02 [Reserved].

SECTION 2.03 Repayment Schedules.

(a)Each Obligor hereby expressly acknowledges and agrees that as at the Restatement Date the Term Loan Required Payments (reflecting the aggregate of drawn Commitments and the additional Borrowing to be made on the Restatement Date) which will be outstanding upon the making of the Borrowing on the Restatement Date are set out in the repayment schedule prepared as of the Restatement Date set forth in Schedule 2.03.

(b)Each Repayment Schedule will be prepared on the basis that:

(i)the Borrower will repay the Term Loan in instalments on each Payment Date (the “Term Loan Required Payments”); and

(ii)the Term Loan will amortize, commencing on the Restatement Date until the Maturity Date, at a rate of 8% per annum, which rate shall be calculated on the basis of the aggregate amount of the Term Loan which has been advanced (excluding any amortization payments which have previously been made) as at the applicable Payment Date, and such annual repayments shall be split pro rata over each of the applicable Payment Dates.

(c)If any optional partial prepayment of the Term Loan is made pursuant to Section 2.05(a), or any amount of the Term Loan is prepaid as a result of a Cash Sweep Event, such amounts shall reduce the Term Loan Required Payments pro rata (or, if the Borrower makes an election in accordance with Section 2.05(b)(ii), the next in time amortization payment(s) only) and the Administrative Agent will, in consultation with the Borrower and the Term Lenders, revise the repayment schedule to take into

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account the relevant partial prepayment and its required manner of application pursuant hereto. The Administrative Agent and the Borrower will agree to such Repayment Schedule whereupon it shall automatically be deemed to be the “Repayment Schedule” for the purposes of this Agreement.

SECTION 2.04 Repayment of the Loans

(a)Term Loan. The Borrower shall repay the Term Loan as follows:

(i)on each Payment Date, the Term Loan Required Payments in accordance with the Repayment Schedule; and

(ii)on the Maturity Date, the outstanding principal balance of the Term Loan.

(b)[Reserved].

SECTION 2.05 Optional Prepayments

(a)Optional Prepayments. The Borrower may, upon notice to the Administrative Agent, at any time and from time to time prepay any Borrowing in whole or in part without premium or penalty; provided that (i) such notice shall be in the form of a written Prepayment Notice, appropriately completed and signed by a Responsible Officer of the Borrower, or may be given by telephone to the Administrative Agent (if promptly confirmed by such a written Prepayment Notice consistent with such telephonic notice) and must be received by the Administrative Agent not later than 11:00 a.m. (New York City time) three Business Days before the date of prepayment; (ii) such Prepayment Notice shall specify (A) whether such prepayment shall be applied to prepay the Term Loans of the Term Lenders and/or prepay outstanding principal under other Program Debt Documents, (B) the prepayment date and (C) the principal amount of each Borrowing or portion thereof to be prepaid; and (iii) each such partial prepayment shall be in an amount not less than $1,000,000 or a larger multiple of $1,000,000. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each Prepayment Notice shall be irrevocable.

(b)Application. Each optional prepayment of a Borrowing shall be applied (i) to reduce all Term Loan Required Payments pro rata, or (ii) if the Borrower so directs in relation to any optional partial prepayment of the Term Loan pursuant to Section 2.05(a), against the next in time amortization payment(s) only. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.08, together with any additional amounts required pursuant to Section 2.13.

(c)[Reserved].

SECTION 2.06 Mandatory Prepayments.

(a)[Reserved].

(b)Illegality. If it is or will be unlawful in any jurisdiction for a Lender to perform any of its obligations under any Loan Documents, or to fund or maintain its share in the Loans, or any Obligor is or becomes a Sanctioned Person, and the Lender (or in the case of any Obligor being or becoming a Sanctioned Person, any Lender) has notified the Administrative Agent and the Borrower of the same: (i) the Borrower shall repay or prepay that Lender's participation in the Loans in full; and (ii) the Commitments of that Lender will be immediately cancelled. The date for repayment or prepayment referred to in (i) above will be, (x) in the case where it is already unlawful for such Lender to perform such obligations or to fund or maintain its share in the Loans, or an Obligor has become a Sanctioned Person, as soon as practicable and (y) in the case of unlawfulness that will occur in the future, the date specified by that Lender in the relevant notification, which shall not be earlier than ten (10) Business Days preceding the last day of any applicable grace period allowed by law and which shall be a date falling at least thirty (30) days from the date of the notice (but in any event no later than the last day of any applicable grace period allowed by law).

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(c)Change of Control. Upon the occurrence of a Change of Control, the Borrower shall (i) prepay the Loans in full, together with accrued interest thereon to the date of such prepayment, and (ii) terminate all of the unused Commitments, if any. Any prepayment of the Loans under this Section 2.06(c) shall be made on the date of occurrence of such Change of Control.

(d)Failure of Security. If any of the Security Documents do not, or shall have ceased to, constitute an enforceable Security Interest over the monies, interests and assets expressed to be assigned, mortgaged, charged, pledged or over which Security Interests are otherwise created or expressed to be created thereby (a “Collateral Defect”), and (if the same is capable of remedy) the same has not been remedied to the satisfaction of the Administrative Agent within 15 Business Days (provided that during such period the Borrower is diligently taking action to remedy such Collateral Defect), the Administrative Agent may by written notice to the Borrower declare that the Loans shall become immediately due and payable in whole or in part by the Borrower, provided that if the Collateral Defect relates to some but not all of the Collateral Vessels, the Borrower may prepay a portion of the Loans pursuant to Section 2.05(a) in such amount as is required such that, following such payment, no BB Event and no DSCR Cash Sweep Event would be continuing (for these purposes, not taking into account the Collateral Vessel(s) the subject of the Collateral Defect).

(e)Unlawfulness. If it is or becomes unlawful for an Obligor to perform any of its material obligations under the Loan Documents or any Related Contract other than as a result of any action or inaction of an Obligor (an “Unlawfulness Event”), and (if the same is capable of remedy) the same has not been remedied to the satisfaction of the Administrative Agent within 15 Business Days (provided that during such period the Borrower is diligently taking action to remedy such Unlawfulness Event), the Administrative Agent may by written notice to the Borrower declare that the Loans shall become immediately due and payable in whole or in part by the Borrower, provided that if the Unlawfulness Event relates to some but not all of the Collateral Vessels, the Borrower may prepay a portion of the Loans pursuant to Section 2.05(a) in such amount as is required such that, following such payment, no BB Event and no DSCR Cash Sweep Event would be continuing (for these purposes, not taking into account the Collateral Vessel(s) the subject of the Unlawfulness Event).

(f)Application of Mandatory Prepayments. Any repayment or prepayment under Section 2.06(c) to (e) (inclusive) shall be applied, pro rata and pari passu, to repay all outstanding principal of the Term Loan and the outstanding principal under any other Program Debt Documents (provided that if any relevant Secured Party thereunder elects not to receive any such amounts, those amounts shall be applied to repay the outstanding principal of the Term Loan under this Agreement pro rata to the remaining installments).

SECTION 2.07 [Reserved].

SECTION 2.08 Interest.

(a)Interest Rates. Subject to paragraphs (b) and (e) of this Section, each Loan shall bear interest at a rate per annum equal to the Term SOFR for the Interest Period therefor plus the Margin plus an additional credit adjustment spread of 0.1% percent per annum; provided that as of the Restatement Date interest on each Loan shall continue to accrue in accordance with the First Restated Credit Agreement until the end of the then current relevant Interest Period; and provided further that if a SOFR Loan is converted to a Base Rate Loan pursuant to Section 2.16 hereof, such Loan shall bear interest at a rate per annum equal to the Base Rate plus the Margin.

(b)Default Interest. If any amount payable by any Obligor under this Agreement or any other Loan Document (including principal of any Loan, interest, fees and other amount) is not paid when due, whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a rate per annum equal to the applicable Default Rate. Upon the request of the Required Lenders, while any Event of Default exists, the Borrower shall pay interest on the principal amount of all Loans outstanding hereunder at a rate per annum equal to the applicable Default Rate.

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(c)Payment Dates. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein; provided that (i) interest accrued pursuant to paragraph (b) of this Section shall be payable on demand, and (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.

(d)Interest Computation. All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Base Rate or Term SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

(e)Market Disruption. If in respect of any Interest Period before close of business in London on the Business Day prior to the commencement of such Interest Period, the Administrative Agent receives notifications from a Lender or Lenders (whose participations in the Loans exceed 35% of the aggregate outstanding amount of all the Loans) that the cost to it or them of obtaining matching deposits in the relevant market would be in excess of Term SOFR (plus the additional credit adjustment spread of 0.1%), then (in each case) the rate of interest on the relevant Lender's share of that Loan for the Interest Period shall be the rate per annum which is the sum of: (x) the rate notified to the Administrative Agent by the relevant Lender(s) as soon as practicable and in any event by close of business on the first day of such Interest Period, to be that which expresses as a percentage rate per annum the cost to the relevant Lender(s) of funding its or their participation in the Loans; and (y) the Margin plus the additional credit adjustment spread of 0.1%.

(f)Term SOFR Conforming Changes. In connection with the use or administration of Term SOFR, the Administrative Agent will have the right, in consultation with the Borrower, to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

SECTION 2.09 Fees.

(a)Fee Letters. Fees (other than the Commitment Fee) shall be paid by the Borrower in the amount, in the manner and at the times agreed in the Fee Letters.

(b)[Reserved].

(c)[Reserved].

(d)[Reserved].

(e)[Reserved].

(f)Fee Computation. All fees payable under this Section shall be computed on the basis of a year of 360 days and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of a fee hereunder shall be conclusive absent manifest error.

SECTION 2.10 Evidence of Debt. Each Lender shall maintain in accordance with its usual practice records evidencing the indebtedness of the Borrower to such Lender resulting from each Credit Extension made by such Lender. The Administrative Agent shall maintain the Register in accordance with Section 9.04(c). The entries made in the records maintained pursuant to this Section 2.10 shall be primafacie evidence absent manifest error of the existence and amounts of the obligations recorded therein. Any failure of any Lender or the Administrative Agent to maintain such records or make any entry therein or any error therein shall not in any manner affect the obligations of the Borrower

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under this Agreement and the other Loan Documents. In the event of any conflict between the records maintained by any Lender and the records maintained by the Administrative Agent in such matters, the records of the Administrative Agent shall control in the absence of manifest error.

SECTION 2.11 Payments Generally; Several Obligations of Lenders.

(a)Payments by Borrower. All payments to be made by the Borrower hereunder and the other Loan Documents shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all such payments shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in immediately available funds not later than 2:00pm (New York City time) on the date specified herein. All amounts received by the Administrative Agent after such time on any date shall be deemed to have been received on the next succeeding Business Day and any applicable interest or fees shall continue to accrue. The Administrative Agent will apply such amounts in accordance with the Intercreditor Agreement.

(b)Application of Insufficient Payments. Subject to Section 4.02 of the Intercreditor Agreement, if at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest, fees and other amounts then due hereunder, such funds shall be applied (i) first, to pay interest, fees and other amounts then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest, fees and other amounts then due to such parties, and (ii) second, to pay principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(c)Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(d)Several Obligations of Lenders. The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 9.03(c) are several and not joint. The failure of any Lender to make any Loan or to fund any such participation or to make any such payment on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participations or to make its payment under Section 9.03(c).

SECTION 2.12 Sharing of Payments. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Loans or and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that:

(i)if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

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(ii)the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (y)  any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply).

The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

SECTION 2.13 Compensation for Losses. In the event of (a) the payment of any principal other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any SOFR Loan into a Base Rate Loan or vice versa other than on the last day of the Interest Period applicable thereto, (c) [Reserved], (d) the failure for any reason to borrow, convert, continue or prepay any amount of any Loan on the date specified in any notice delivered pursuant hereto, or (e) the assignment of any Loan or part of a Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.18(b), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest (as reasonably determined by such Lender) that would have accrued on the principal amount of such Loan had such event not occurred, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate that such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the relevant market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

SECTION 2.14 Increased Costs.

(a)Increased Costs Generally. If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;

(ii)impose on any Lender or the relevant market any other condition, cost or expense (other than Indemnified Taxes, Other Taxes and Excluded Taxes) affecting this Agreement or Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b)Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that

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which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c)Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

(d)Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

SECTION 2.15 Taxes.

(a)Defined Terms. For purposes of this Section, the term “Applicable Law” includes FATCA.

(b)Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(c)Payment of Other Taxes by Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d)Indemnification by Borrower. The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e)Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

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(f)Status of Lenders.  Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall to the extent legally able to do so, use reasonable efforts to deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. Notwithstanding anything to the contrary in the preceding sentence, (i) nothing herein shall obligate any Lender to disclose any confidential information in connection therewith and (ii) the completion, execution and submission of such documentation shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(g)Survival. Each party’s obligations under this Section shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

SECTION 2.16 Inability to Determine Rates.

(a)Subject to Section 2.17, if, on or prior to the first day of any Interest Period, the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, the Administrative Agent will promptly so notify the Borrower and each Lender.

(b)Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.13. Subject to Section 2.17, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (iii) of the definition of “Base Rate” until the Administrative Agent revokes such determination.

SECTION 2.17 Benchmark Replacement Setting.

(a)Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the date of setting the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not

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received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

(b)Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right in consultation with the Borrower to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(c)Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.17(d) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.17, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.17.

(d)Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e)Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Borrowing of or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.

SECTION 2.18 Mitigation Obligations; Replacement of Lenders.

(a)Designation of a Different Lending Office. If any Lender (x) requests Borrower to repay its Loans in full pursuant to Section 2.06(b), (y) requests compensation under Section 2.14, or (z) requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, then such Lender shall

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(at the request of the Borrower) use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate the illegality contemplated by Section 2.06(b) or eliminate or reduce amounts payable pursuant to Section 2.14 or 2.15, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)Replacement and Termination of Lenders. If (x) any Lender requests (A) Borrower to repay its Loans in full pursuant to Section 2.06(b) or (B) compensation under Section 2.14, or (y) the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with paragraph (a) of this Section, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, (I) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.14 or Section 2.15) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment) or (II) prepay such Lender’s Loans in full and permanently reduce the Commitments by the amount of such payment; provided that:

(i)the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 9.04;

(ii)such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.13) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(iii)in the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments thereafter;

(iv)such assignment does not conflict with Applicable Law and such Lender shall have satisfied any know your customer requirements of such Lender in connection with such assignment as required by Applicable Law; and

(v)in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Notwithstanding anything in this Section to the contrary, in the event that a Lender acts as the Administrative Agent, such Lender may not be replaced hereunder except in accordance with the terms of Section 8.06.

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SECTION 2.19 [Reserved].

SECTION 2.20 Defaulting Lenders.

(a)Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

(i)Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and Section 9.02(b).

(ii)Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, [Reserved]; third, [Reserved]; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, [Reserved]; sixth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to clause (iv) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)Commitment Fees. No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(b)Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held pro rata by the Lenders in accordance with the Commitments (without giving effect to paragraph (a)(iv) above), whereupon, such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

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SECTION 2.21 Increases in Commitments.

(a)Request for Increase. The Borrower may, by notice to the Administrative Agent (who shall promptly notify the Lenders), request an increase in the Term Loan Commitments (each such increase, an “Incremental Commitment”); provided that any such request for an increase shall (i) be in a minimum amount of $20,000,000 (or such lesser amount as may be approved by the Administrative Agent), and (ii) not result in the aggregate amount of the Loan Secured Obligations and the Additional Debt Secured Obligations referred to in the Intercreditor Agreement to exceed the maximum amount permitted thereunder.

(b)Incremental Lenders. An Incremental Commitment may be provided by any existing Lender or other Person that is an Eligible Assignee and is not a Person of the type described in Section 9.04(b)(iv) (each such existing Lender or other Person that agrees to provide an Incremental Commitment, an “Incremental Lender”). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment, or to provide a Commitment, pursuant to this Section and any election to do so shall be in the sole discretion of such Lender.

(c)Terms of Incremental Commitments. The Administrative Agent and the Borrower shall determine the effective date for such increase pursuant to this Section (an “Incremental Commitment Effective Date”) and, if applicable, the final allocation of such increase among the Persons providing such increase; provided that such date shall be a Business Day at least 10 Business Days after delivery of the request for such increase (unless otherwise approved by the Administrative Agent) and at least 30 days prior to the Maturity Date.

In order to effect such increase, the Borrower, the applicable Incremental Lender(s) and the Administrative Agent (but no other Lenders or Persons) shall enter into one or more Joinder Agreements, each in form and substance satisfactory to the Borrower and the Administrative Agent, pursuant to which the applicable Incremental Lender(s) will provide the Incremental Commitment(s).

Effective as of the applicable Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section, each Incremental Commitment shall be a Term Loan Commitment (and not a separate facility hereunder), each Incremental Lender providing such Incremental Commitment shall be, and have all the rights of, a Term Lender for all purposes of this Agreement.

(d)Conditions to Effectiveness. Notwithstanding the foregoing, the increase in the Commitments pursuant to this Section shall not be effective with respect to any Incremental Lender unless:

(i)no Default or Event of Default shall have occurred and be continuing on the Incremental Commitment Effective Date and after giving effect to such increase;

(ii)the representations and warranties contained in this Agreement are true and correct on and as of the Incremental Commitment Effective Date and after giving effect to such increase, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);

(iii)the Administrative Agent shall have received one or more Joinder Agreements contemplated above, providing for Incremental Commitments in the amount of such increase, and satisfied all know your customer requirements (including any know your customer requirements of the Security Trustee) in respect of such Incremental Lender; and

(iv)the Administrative Agent shall have received such legal opinions and other documents reasonably requested by the Administrative Agent in connection therewith.

As of such Incremental Commitment Effective Date, upon the Administrative Agent’s receipt of the documents required by this paragraph (d), the Administrative Agent shall record the information contained in the applicable Joinder Agreement(s) in the Register and give prompt notice of the increase in the Commitments to the Borrower and the Lenders (including each Incremental Lender).

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ARTICLE III

REPRESENTATIONS AND WARRANTIES

To induce the other parties (excluding any other Obligors) to enter into this Agreement, the Borrower represents and warrants with respect to itself and each other Obligor to each other party hereto (excluding any other Obligors) that as of the Restatement Date (other than in respect of the representation and warranty set forth in Section 3.13) each Borrowing Date and, in respect of the representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.04, 3.06, 3.07, 3.08, 3.09, 3.11, 3.12, 3.16, 3.17, 3.21, 3.22, 3.27, 3.29, 3.30. 3.32, 3.33, 3.34 and 3.35, on each Payment Date:

SECTION 3.01 Status. (a) Each Obligor is a corporation, duly incorporated and validly existing under the laws of the Republic of the Marshall Islands, or in relation to any applicable Vessel Owner, Singapore (or such other jurisdiction as may be acceptable to the Administrative Agent), and (b) each Obligor has the power to own its assets and carry on its business as it is being conducted.

SECTION 3.02 Powers and authority. Each Obligor has the power to enter into and perform, and has taken all necessary action to authorize the entry into and performance of, the Loan Documents to which it is or will be a party and the transactions contemplated by those Loan Documents.

SECTION 3.03 Legal validity. The obligations expressed to be assumed by each Obligor in each Loan Document to which it is a party are legal, valid, binding and enforceable obligations, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.04 Non-conflict. The entry into and performance by each Obligor of, and the transactions contemplated by, the Loan Documents to which it is a party do not conflict in any material respect with: (a) any law or regulation applicable to it; (b) its constitutional documents; or (c) any document which is binding upon it or any of its assets that, in the case of this clause (c), would reasonably be expected to cause a Material Adverse Effect.

SECTION 3.05 No default. (a) No Default is continuing or will result from the execution of, or the performance of any transaction contemplated by, any Loan Document. (b) No other event is outstanding which constitutes a default under any document which is binding on any Obligor or any of its assets to an extent or in a manner which is reasonably likely to have a Material Adverse Effect.

SECTION 3.06 Authorizations. All authorizations required by each Obligor in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, the Loan Documents have been obtained or effected (as appropriate) and are in full force and effect, or, in the case of the registration of any Mortgage in respect of a Collateral Vessel that is the subject of a Loan on a Borrowing Date, shall be promptly obtained or effected following such Borrowing Date and within the period prescribed by the Applicable Law.

SECTION 3.07 Financial statements . The audited consolidated financial statements of the Guarantor most recently delivered to the Administrative Agent together with any other financial information of the Guarantor supplied to the Administrative Agent by the Borrower or the Guarantor: (a) have been prepared in accordance with GAAP, consistently applied; (b) have been audited in accordance with GAAP; and (c) fairly represent its financial condition (consolidated, if applicable) in all material respects as at the date to which they were drawn up, except, in each case, as disclosed to the contrary in those financial statements or other information.

SECTION 3.08 No misleading information. (a) Any factual information provided in writing (“Written Factual Information”) by or on behalf of any Obligor in connection with the Loan Documents or any Collateral Vessel (other than projections, forward looking information and information of a general economic or industry specific nature) was true and accurate in all material respects as at the

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date it was provided or as at the date (if any) at which it is stated; (b) any financial projections contained in the Written Factual Information were prepared on the basis of recent historical information and on the basis of reasonable assumptions believed by such Obligor to be reasonable at the time made and reflect such Obligor’s judgment based on present circumstances of the most likely set of conditions and course of action for the projected period (it being recognized by the Administrative Agent that such projections are not to be viewed as facts and are subject to significant uncertainties and contingencies many of which are beyond the Obligors’ control, that no assurance can be made that any particular projection will be realized, that actual results may differ from projected results and that such differences may be material); and (c) to the best of the knowledge and belief of the Obligors, nothing has occurred (other than events of a general nature) and no information has been given or withheld that results in the information contained in the Written Factual Information, taken as a whole, being untrue or misleading in any material respect.

SECTION 3.09 No Material Adverse Effect. There has been no Material Adverse Effect since the date of the financial statements most recently delivered to the Administrative Agent.

SECTION 3.10 Litigation. No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency (including, but not limited to, investigative proceedings) which, if adversely determined, would reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against any Obligor.

SECTION 3.11 Pari passu ranking. Each Obligor’s payment obligations under the Loan Documents rank at least pari passu with all its other present and future unsecured and unsubordinated payment obligations, except for obligations mandatorily preferred by law applying to companies generally.

SECTION 3.12 Taxes. Each Obligor has filed all Tax returns which are required to have been filed and has paid, or made adequate provisions for the payment of, all of its Taxes which are due and payable, except such Taxes, if any, as are being contested in good faith and by appropriate proceedings and as to which such reserves or other appropriate provisions as may be required by GAAP have been established, and except where failure to file such returns or pay such Taxes, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

SECTION 3.13 Taxes on payments. Assuming for these purposes that no Lender is based or conducting business in the Republic of the Marshall Islands or Hong Kong, all amounts payable by any Obligor to the Administrative Parties under the Loan Documents and the Related Contracts may be made without any deduction or withholding for any Taxes.

SECTION 3.14 Stamp duties. Except as notified in writing to the Administrative Agent by any Obligor, no stamp or registration duty or similar Tax or charge is payable in its jurisdiction of incorporation in respect of any Loan Document or Related Contract.

SECTION 3.15 Environment. Except as may already have been disclosed by the Borrower in writing to the Administrative Agent: (a) each Vessel Owner and its Environmental Representatives have, without limitation, complied with the provisions of all applicable Environmental Laws in relation to each Collateral Vessel in all material respects; (b) each Vessel Owner and its Environmental Representatives have obtained all requisite Environmental Approvals in relation to each Collateral Vessel and are in compliance with such Environmental Approvals; (c) no Vessel Owner or any of their Environmental Representatives have received notice of any Environmental Liability in relation to a Collateral Vessel which alleges that a Vessel Owner is not in compliance in all material respects with applicable Environmental Laws in relation to such Collateral Vessel or Environmental Approvals in relation to such Collateral Vessel; (d) there is no Environmental Liability in relation to any Collateral Vessel pending or, to the knowledge of the Borrower, threatened which is such that a first class Vessel Owner or operator of vessels such as the Collateral Vessels, making all due enquiries and complying in all respects with its obligations under the ISM Code, ought to have known about; and (e) there has been no release of Hazardous Materials by or in respect of any Collateral Vessel about which a first class

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borrower or operator of vessels such as the Collateral Vessels making all due enquiries and complying in all respects with its obligations under the ISM Code ought to have known about.

SECTION 3.16 Security Interests. No Security Interest exists over any Obligors’ assets which would cause a breach of Section 6.01.

SECTION 3.17 Security Assets. Each Obligor is solely and absolutely entitled to the Security Assets over which it has or will create any Security Interest pursuant to the Security Documents to which it is, or will be, a party (excluding any Permitted Liens) and there is no agreement or arrangement, under which it is obliged to share any proceeds of or derived from such Security Assets with any third party (excluding any Permitted Liens).

SECTION 3.18 Collateral Vessel. (a) Each Collateral Vessel is operational, seaworthy and fit for service and is registered in the name of the applicable Vessel Owner at the relevant registry in the Approved Flag State; and (b) except as approved by the Administrative Agent (acting on the instructions of the Required Lenders), there are no arrangements under which Earnings of any Collateral Vessel may be shared with anyone else.

SECTION 3.19 ISM Code and ISPS Code compliance. In respect of each Collateral Vessel, the relevant Vessel Owner is in compliance with the ISM Code and ISPS Code in respect of that Collateral Vessel in all material respects.

SECTION 3.20 No amendments to Related Contracts. Other than as notified to and agreed by the Administrative Agent in writing, there have been no material amendments to any of the Obligatory Insurance or Management Agreements, and the copies of the Eligible Charters and Charter Guarantees provided to the Administrative Agent prior to the Restatement Date are correct and complete (and there have been no material amendments thereto) as of the Restatement Date.

SECTION 3.21 Money Laundering. Neither any Borrowings hereunder nor the performance of any of the Obligors’ respective obligations under the Loan Documents or Related Contracts will involve any breach by the Obligors or any of their respective Subsidiaries of any money laundering statutes of any jurisdictions where the Obligors or any of their respective Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency (collectively, the “Anti-Money Laundering Laws”).

SECTION 3.22 Anti-Corruption and Sanctions. (a) Each Obligor is conducting and will continue to conduct its business in compliance with Anti-Money Laundering Laws and Anti-Corruption Laws; (b) each Obligor has implemented, maintained, and will continue to maintain in effect policies and procedures to ensure its compliance and the compliance by its directors, officers, employees, and agents, with Anti-Money Laundering Laws and Anti-Corruption Laws; (c) none of the Obligors or any of their subsidiaries is, or, to the knowledge of the Obligors, is owned or controlled by, a Sanctioned Person, or located, organized, or resident in a Sanctioned Jurisdiction; (d) no proceeds of the Program Debt will be made available, directly or indirectly, to or for the benefit of, or used to fund any activities with or business of a Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of Sanctions, or otherwise applied in a manner or for a purpose prohibited by Sanctions or Anti-Corruption Laws, or which would result in a violation of Sanctions by any Person (including any Person participating in the Program Debt, whether as underwriter, advisor, investor, lender, hedge provider, facility or security agent or otherwise); (e) each Obligor and each of their Subsidiaries is in compliance with all Sanctions, is not, to the best of its knowledge and belief, under investigation for an alleged violation of Sanctions, and shall implement a policy for Sanctions in line with the requirements of this Agreement; (f) each Obligor and each of their Subsidiaries shall not fund all or part of any repayment required to be made pursuant to Program Debt out of proceeds directly or indirectly derived from any business, activities or transactions which would be prohibited by Sanctions or which would otherwise cause any Person or a Finance Party to be in breach of Sanctions or to otherwise become the subject or target of Sanctions; and (g) each Obligor and each of their Subsidiaries shall not (and shall procure that no

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Charterer of any Collateral Vessel will) operate, possess, use, dispose of or otherwise deal with, or procure or allow the ownership, operation, possession, use, disposal of or any other dealing with, each Collateral Vessel or part thereof for any purpose or to any Person which would violate or cause any Finance Party to violate, when and as applicable, any Sanctions, any anti-terrorism law or any Anti-Corruption Law in each case applicable to it.

SECTION 3.23 Compliance with laws. To the best of the Borrower’s knowledge and belief, each Obligor is in compliance in all material respects with all laws and regulations applicable to it, including Anti-Corruption Laws and Anti-Money Laundering Laws and is not under investigation for an alleged violation thereof.

SECTION 3.24 Investments Company Act. No Obligor is required to register as an “investment company,” as defined in the United States Investment Company Act of 1940, as amended without reliance on Section 3(c)(1) and/or Section 3(c)(7) of the Investment Company Act. No Obligor is a “covered fund” for purposes of the regulations adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (commonly referred to as the “Volcker Rule”). The Borrower has made this determination on the basis that no Obligor falls within the definition of “investment company” in Section 3(a)(1) of the Investment Company Act, although other bases or exceptions may be available.

SECTION 3.25 Regulation U. No Obligor is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Federal Reserve Board). No proceeds of the Program Debt will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

SECTION 3.26 Insolvency. (a) No Obligor is unable, nor admits or has admitted its inability, to pay its debts as such debts become due or has suspended making payments on any of its debts; (b) no Obligor, by reason of actual or anticipated financial difficulties neither has commenced, nor intends to commence, negotiations with one or more of its creditors with a view to rescheduling any of its Indebtedness; (c) the value of the assets of the Borrower is not less than its liabilities (taking into account contingent and prospective liabilities); (d) no moratorium has been, or may, in the reasonably foreseeable future be, declared in respect of any Obligor’s Indebtedness; and (e) no reorganization or liquidation of any Obligor has occurred.

SECTION 3.27 Immunity. (a) The execution by each Obligor of each Loan Document to which it is a party constitutes, and the exercise by it of its rights and performance of its obligations under each such Loan Document will constitute, private and commercial acts performed for private and commercial purposes; and (b) no Obligor will be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in its jurisdiction of incorporation in relation to any Loan Document.

SECTION 3.28 [Reserved].

SECTION 3.29 Jurisdiction and governing law. (a) Each of the following are legal, valid and binding under the Laws of each Obligor’s jurisdiction of incorporation: (i) its irrevocable submission under this Agreement to the jurisdiction of the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof; (ii) its agreement that this Agreement is governed by the law of the State of New York; and (iii) its agreement not to claim any immunity to which it or its assets may be entitled; (b) Any judgment obtained in the State of New York will be recognized and be enforceable by the courts

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of each Obligor’s jurisdiction of incorporation, subject to any statutory or other conditions of such jurisdiction.

SECTION 3.30 Accounts. Except for the Charged Accounts, no Obligor (other than the Guarantor) has opened or instructed any other Person to open, any accounts.

SECTION 3.31 Charters. On each Borrowing Date, any Eligible Charter relating to a Collateral Vessel which is the subject of such Borrowing shall be in full force and effect.

SECTION 3.32 Ownership. The Borrower is a wholly owned Subsidiary of the Guarantor. Each Vessel Owner is a wholly owned Subsidiary of the Borrower. No Obligor (other than the Guarantor) has any Subsidiaries other than Subsidiaries which are themselves Obligors.

SECTION 3.33 Use of proceeds. The proceeds of the Program Debt will be used by the Borrower (a) to finance or refinance in part the acquisition of the Collateral Vessels purchased or to be purchased by the Vessel Owners; and (b) for the general corporate purposes of the Borrower and the Guarantor.

SECTION 3.34 Special purpose representations. Except, in each case, with respect to the Guarantor (a) no Obligor has any employees; (b) no Obligor is a party to any contract or agreement with any Person, or has conducted any business, or has otherwise created or incurred any liability to any Person, other than in connection with the acquisition, chartering and disposition of the Security Assets, the making of Loans or otherwise as permitted by the Loan Documents and activities ancillary thereto; (c) no Obligor is a partner or joint venturer in any partnership or joint venture; and (d) each Obligor has complied in all material respects with all corporate and/or other legal formalities required by its certificate of incorporation, certificate of formation and by-laws, operating agreement, memorandum and articles of association, constitution or similar formation documents, as applicable, and as duly amended prior to the Restatement Date, and by Applicable Law, including, among other things, the observance of all restrictions on activity and corporate or other legal form of each such entity's Organizational Documents.

SECTION 3.35 Separateness. (a) The Borrower, on behalf of each Obligor (other than the Guarantor) represents that it conducts its business such that it is a separate and readily identifiable business from, and independent of, any Person that is not a Subsidiary, including the Guarantor and each seller under a Purchase Agreement and their respective affiliates (collectively, “Unrelated Parties”), and further covenants as follows:

(i)    each Obligor (other than the Guarantor) observes all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, each Unrelated Party;

(ii)    each Obligor (other than the Guarantor) maintains its assets and liabilities separate and distinct from those of each Unrelated Party other than the Borrower, and will not commingle its assets with those of any Unrelated Party other than the Borrower;

(iii)    each Obligor (other than the Guarantor) maintains its accounts and funds separate and distinct from the accounts and funds of each Unrelated Party other than the Borrower and will receive, deposit, withdraw and disburse its funds separately from any funds of any Unrelated Party other than the Borrower;

(iv)    each Obligor (other than the Guarantor) maintains records, books, accounts and minutes separate from those of any Unrelated Party;

(v)    each Obligor (other than the Guarantor) conducts its own business in its own name, and not in the name of any Unrelated Party;

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(vi)    each Obligor (other than the Guarantor) maintains an arm’s-length relationship with its Affiliates;

(vii)    each Obligor (other than the Guarantor) maintains separate financial statements from each Unrelated Party, or if part of a consolidated group, then it will be shown as a separate member of such group;

(viii)    each Obligor (other than the Guarantor) pays its own liabilities and obligations out of its own funds, whether in the ordinary course of business or not, as a legal entity separate from each Unrelated Party, provided that liabilities and obligations of Vessel Owners may be paid by Borrower;

(ix)    each Obligor (other than the Guarantor) uses separate stationery, invoices and checks from those of each Unrelated Party;

(x)    each Obligor (other than the Guarantor) holds itself out as a separate entity, and shall correct any known misunderstanding regarding its status as a separate entity;

(xi)    each Obligor (other than the Guarantor) has not agreed to pay or become liable for any Indebtedness of any Unrelated Party;

(xii)    each Obligor (other than the Guarantor) has not held out that it is a division of any Unrelated Party, or that any Unrelated Party is a division of it;

(xiii)    each Obligor (other than the Guarantor) has not induced any third party to rely on the creditworthiness of any Unrelated Party other than the Guarantor in order that such third party will be induced to contract with it;

(xiv)    each Obligor (other than the Guarantor) has not entered into any transactions between it and any Unrelated Party that are more favorable to the Unrelated Party than transactions that the parties would have been able to enter into at such time on an arm’s-length basis with a non-affiliated third party, other than any agreements in effect on the Closing Date;

(xv)    each Obligor (other than the Guarantor) observes all corporate or other procedures, including minimum capitalization requirements, required under Applicable Law and under its constitutive documents; and

(xvi)    each Obligor’s (other than the Guarantor) directors act in accordance with their duties at law and exercise independent judgment, and shall not breach those duties or act solely in accordance with any direction, opinion, recommendation or instruction of any Unrelated Party in relation to the approval or rejection of, or the exercise of any voting power in relation to, any transaction approval requirements.

(b)    The Borrower generally carries on its business and manages its affairs as an independent business separate and identifiable from the business of each Unrelated Party and any other Person.

SECTION 3.36 Beneficial Ownership Certification. As of the Restatement Date, to the best knowledge of the Borrower, the information included in the Beneficial Ownership Certification

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provided on or prior to the Restatement Date to any Lender in connection with this Agreement is true and correct in all respects.

ARTICLE IV

CONDITIONS

SECTION 4.01 Initial Borrowing Date. The obligation of each Lender to make Credit Extensions under this Agreement (as amended and restated on the Restatement Date) is subject to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions (and, in the case of each document specified in this Section to be received by the Administrative Agent, such document shall be in form and substance satisfactory to the Administrative Agent and each Lender, and shall only be required to the extent not already provided to the Administrative Agent on or prior to the Restatement Date):

(a)Loan Documents. Copies of counterparts of each of the following documents duly executed by all parties thereto:

(i)this Agreement;

(ii)the Intercreditor Agreement, together with, if applicable, an Additional Secured Debt Designation, a Reaffirmation Agreement and Intercreditor Joinder (as each such term is defined in the Intercreditor Agreement);

(iii)the Fee Letters;

(iv)any Intra Group Loan Agreement;

(v)the Share Pledge in respect of the Borrower (together, to the extent relevant, with any ancillary document required to be provided thereunder, including directors’ resignation letters and letters of authority, signed undated share transfer forms and irrevocable proxies); and

(vi)the Account Charge(s) in respect of the Charged Accounts, along with each notice and acknowledgement of charge to the extent applicable;

(b)Corporate Documents. In respect of each of the Guarantor and the Borrower:

(i)a copy, certified by a duly authorized representative of such Person to be a true, complete and up to date copy, of the constitutional documents of that Person;

(ii)a copy, certified by a duly authorized representative of such Person to be a true copy and as being in full force and effect and not amended or rescinded, of a resolution of the board of directors of such Person:

(A)approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party;

(B)authorizing a Person or Persons to execute and deliver, on behalf of that Person, the Loan Documents to which it is party and any notices or other documents to be given pursuant thereto;

(iii)a copy, certified by a duly authorized representative of that Person to be a true copy and as being in full force and effect and not amended or rescinded of the power of attorney (if any) issued by or on behalf of that Person, and not amended or rescinded, authorizing the execution by the attorneys named therein of the Loan Documents to which it is a party; and

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(iv)specimen signatures of the signatories of that Person (including any attorney named in the power of attorney referred to in paragraph (iii) above), certified by an officer of that Person.

(c)Service of Process. Evidence that the process agent specified in any of the Loan Documents by an Obligor has accepted its appointment in relation to the relevant Obligor.

(d)“Know your customer”.

(i)Each of the Finance Parties shall have received satisfactory information in order to satisfy their respective “know your customer” requirements.

(ii)To the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Restatement Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Restatement Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this Section (ii) shall be deemed to be satisfied).

(e)Opinions.

(i)A due execution, capacity and enforcement legal opinion from Marshall Islands’ counsel as to matters of Marshall Islands’ law and, if applicable, Singapore counsel as to matters of Singapore’s law and/or such other counsel where any relevant Obligor may be incorporated in respect of matters of law in such jurisdiction.

(ii)If required, reliance letter(s) issued by Marshall Islands and/or Singapore counsel and/or such other counsel as may be relevant with respect to any previous legal opinion(s) issued on matters of law in such other jurisdiction.

(iii)A legal opinion from Milbank LLP as to matters of New York law, and if applicable, reliance letter(s) issued with respect to any previous legal opinion issued on such matters.

(iv)A due execution and capacity legal opinion from Bermudan counsel as to matters of Bermudan law, or if applicable, reliance letter(s) issued by Bermudan counsel with respect to any previous legal opinion issued on such matters.

(v)An enforceability legal opinion from Hong Kong counsel as to matters of Hong Kong law, or if applicable, reliance letter(s) issued by Hong Kong counsel with respect to any previous legal opinion(s) issued on such matters.

(vi)An enforceability legal opinion from British Columbian counsel as to matters of British Columbia law, or if applicable, reliance letter(s) issued by British Columbian counsel with respect to any previous legal opinion issued on such matters.

(vii)A second party opinion from Sustainalytics (acting through its entity Jantzi Research Inc. incorporated in Canada) as to the alignment of the Term Loan with the Sustainability Linked Loan Principles.

(f)Fees and Expenses. The Obligors shall have paid all fees, costs and expenses (including legal fees and expenses) agreed in writing to be paid by it to the Finance Parties in connection herewith (including pursuant to the Fee Letters) to the extent invoiced at least two (2) Business Days prior to closing (and, in the case of expenses, including legal fees and expenses), provided that any amounts not invoiced two (2) Business Days prior to closing shall be paid promptly upon, and not later than 10 days after, demand therefor.

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(g)Representations and Warranties. The representations and warranties made in Article 3 are true and correct.

(h)No Default. No Default is outstanding or would result from such initial Borrowing.

(i)Other Documents. The Administrative Agent shall have received such other documents as the Administrative Agent or the Required Lenders (through the Administrative Agent) may reasonably request.

Without limiting the generality of Section 8.03(c), for purposes of determining satisfaction of the conditions specified in this Section, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Borrowing Date specifying its objection thereto.

SECTION 4.02 Conditions to Borrowings. The obligation of each Lender to make a Borrowing available (including its initial Borrowing) is additionally subject to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions (and, in the case of each document specified in this Section to be received by the Administrative Agent, such document shall be in form and substance satisfactory to the Administrative Agent and each Lender); provided however that any conditions or documents that have previously been satisfied and which remain unchanged may be confirmed by a bring down certificate (in form and substance satisfactory to the Administrative Agent and each Lender):

(a)Loan Documents and Related Contracts. Each of the following documents duly executed by all parties thereto, to the extent applicable:

(i)copy of the Borrowing Request;

(ii)to the extent such Borrowing is used to acquire a Collateral Vessel (any such Borrowing, a “Vessel Borrowing”), an original Mortgage (and evidence satisfactory to the Administrative Agent that such Mortgage has been or will be, immediately following the Borrowing, duly registered with applicable registry of the Approved Flag State) in respect of each relevant Collateral Vessel subject to the Borrowing (each a “Relevant Vessel”);

(iii)a copy (with originals to follow promptly following closing) of an executed Share Pledge in respect of each relevant Vessel Owner (each a “Relevant Vessel Owner”), together, to the extent relevant, with any ancillary document required to be provided thereunder, including directors’ resignation letters and letters of authority, signed undated share transfer forms and irrevocable proxies;

(iv)copies of each Intra Group Loan Agreement;

(v)solely in the case of a Vessel Borrowing, a copy (with originals to follow promptly following closing) of the Intercreditor Joinder (Grantor) (as such term is defined in the Intercreditor Agreement) in respect of each Relevant Vessel Owner;

(vi)solely in the case of a Vessel Borrowing, a copy (with originals to follow promptly following closing) of an executed Account Charge in respect of each relevant Vessel Owner Account, where applicable;

(vii)solely in the case of a Vessel Borrowing, a copy (with originals to follow promptly following closing) of an executed General Assignment in respect of each Relevant Vessel;

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(viii)solely in the case of a Vessel Borrowing, a copy (with originals to follow promptly following closing) of an executed Deed of Covenant in respect of each Relevant Vessel, where applicable;

(ix)solely in the case of a Vessel Borrowing, a certified copy of the Management Agreement in respect of each Relevant Vessel;

(x)solely in the case of a Vessel Borrowing, an original Management Agreement Assignment in respect of each Relevant Vessel;

(xi)solely in the case of a Vessel Borrowing, an original Manager’s Undertaking;

(xii)solely in the case of a Vessel Borrowing, an original Insurances Assignment in respect of each Relevant Vessel;

(xiii)solely in the case of a Vessel Borrowing, a certified copy of any Eligible Charter in respect of each Relevant Vessel, where applicable;

(xiv)solely in the case of a Vessel Borrowing, a certified copy of any Charter Guarantee in respect of each Relevant Vessel, where applicable;

(xv)solely in the case of a Vessel Borrowing, a certified copy of the Purchase Agreement in respect of each Relevant Vessel, along with each of the documentary conditions precedent set out therein to the extent requested by the Administrative Agent;

(xvi)solely in the case of a Vessel Borrowing, a copy of the Bill of Sale and the protocol of delivery and acceptance in respect of each Relevant Vessel (and evidence satisfactory to the Administrative Agent that, to the extent required, such documents have been or will be, immediately following the Borrowing, duly registered with applicable registry of the Approved Flag State); and

(xvii)executed copies (with originals to follow promptly following closing) of all notices and acknowledgments of assignment required to be served under each Security Document referred to above, provided that any acknowledgements to be provided by any Person which is not a member of the Guarantor Group shall be permitted to be provided within fourteen (14) Business Days of the applicable Borrowing Date and the requirement to provide any acknowledgement from a Charterer shall be subject to the provisions of Section 5.24.

(b)Relevant Vessel documents. Certified copies of: (i) a classification certificate (including a confirmation of class or equivalent certificate) in respect of each Relevant Vessel showing each Relevant Vessel to be in class free from any overdue recommendation, condition or qualification affecting class or, in the event that this is not available, a faxed copy with a certified copy to follow as soon as practicable; (ii) a valid Safety Management Certificate for each Relevant Vessel; (iii) a valid Document of Compliance in respect of each Relevant Vessel; (iv) a valid International Ship Security Certificate for each Relevant Vessel; and (v) to the extent the applicable Relevant Vessel owner has or is required to have such certificate, the certificate listing all the potentially hazardous materials on board each Relevant Vessel.

(c)Obligatory Insurances.

(i)Certified copies of the Obligatory Insurances in respect of each Relevant Vessel; and

(ii)Fax or email confirmation from each broker and club concerned with the Obligatory Insurances of each Relevant Vessel that:

(A)the relevant cover is in effect;

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(B)they will accept notice of assignment of the Obligatory Insurances in favor of the Security Trustee and execute an acknowledgement of the notice in the form reasonably acceptable to the Security Trustee;

(C)they will restrict their lien for unpaid premiums under any fleet policy to unpaid premiums in respect of such Relevant Vessel only;

(D)they will issue a letter of undertaking in the form provided for in the Insurances Assignment;

(E)they will accept endorsement of a loss payable clause on the policies in the form provided for in the Insurances Assignment (in the case of brokers and insurers other than clubs) or will note the interest of the Administrative Agent in the entry for the Relevant Vessel by way of a loss payable clause in their current standard form (in the case of clubs); and

(F)they are not aware of any mortgage, charge, assignment or other encumbrance affecting the Obligatory Insurances with which they are concerned (other than any previously disclosed by the Borrower or the Vessel Owner to the Administrative Agent in writing),

or in form and substance satisfactory to the Administrative Agent's insurance adviser.

(iii)Receipt by the Administrative Agent of a final insurance report prepared by BankServe Insurance Services Limited verifying Borrower’s compliance with the insurance requirements set forth in Section 5.26 and 5.27.

(d)Compliance Certificate. A Compliance Certificate signed by the Borrower and certifying, taking account of the proposed Borrowing: (i) the BB Ratio and that no BB Event will occur or is continuing (including confirmation as to any Excluded Collateral Vessels or exclusions of Asset Values due to any Concentration Limit Event); (ii) the DSCR Ratio and that no DSCR Cash Sweep Event will occur or is continuing; (iii) compliance with the Guarantor Financial Covenants; (iv) compliance with the Concentration Limit Requirements; and (v) compliance with the Hedging Requirement. Such Compliance Certificate will also attach appraisals in form and substance satisfactory to the Administrative Agent setting out (in reasonable detail) the Asset Value and Terminal Value of each Relevant Vessel.

(e)Borrower and Guarantor corporate documents. A bring-down certificate from each of the Borrower and the Guarantor in respect of the items referred to in Section 4.01(b) and, in the case of the Borrower’s bring-down certificate, certifying: (i) that no Default has occurred and is continuing; (ii) that the representations and warranties made in Article 3 shall be true and correct both before and after giving effect to the Borrowing; and (iii) to the Borrower’s knowledge, that the parties to any Eligible Charter in respect of each Relevant Vessel shall be in compliance with the requirements of such Eligible Charter.

(f)Relevant Vessel Owner and Manager corporate documents. In respect of each Relevant Vessel Owner and the Manager:

(i)a copy, certified by a duly authorized representative of such Person to be a true, complete and up to date copy, of the constitutional documents of that Person;

(ii)a copy, certified by a duly authorized representative of such Person to be a true copy and as being in full force and effect and not amended or rescinded, of a resolution of the board of directors of such Person:

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(A)approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party;

(B)authorizing a Person or Persons to execute and deliver, on behalf of that Person, the Loan Documents to which it is party and any notices or other documents to be given pursuant thereto;

(iii)a copy, certified by a duly authorized representative of that Person to be a true copy and as being in full force and effect and not amended or rescinded of the power of attorney (if any) issued by or on behalf of that Person, and not amended or rescinded, authorizing the execution by the attorneys named therein of the Loan Documents to which it is a party; and

(iv)specimen signatures of the signatories of that Person (including any attorney named in the power of attorney referred to in paragraph (c) above), certified by an officer of that Person.

(g)Service of Process. Evidence that the process agent specified in any of the Loan Documents by an Obligor has accepted its appointment in relation to the relevant Obligor.

(h)“Know your customer”. Each of the Finance Parties shall have received satisfactory information in order to satisfy their respective “know your customer” requirements.

(i)Opinions.

(i)A due execution, capacity and enforcement legal opinion from Marshall Islands’ counsel as to matters of Marshall Islands’ law and/or from such other counsel as to matters of such other jurisdiction where any Obligor may be incorporated;

(ii)A legal opinion from Milbank LLP as to matters of New York law; and

(iii)A legal opinion in relation to the registration and enforceability of the Mortgage (if applicable) under the laws of Hong Kong or the laws of such Approved Flag State, as may be applicable.

(j)Existing Security. If applicable, evidence in form and substance satisfactory to the Administrative Agent of the release and discharge of any existing mortgage or other Security Interest affecting any Relevant Vessel, or any other releases in connection with any interest which would or might otherwise, in the Administrative Agent’s opinion, adversely affect the security constituted by the Security Documents.

(k)Taxes. Evidence that any Taxes due and payable by the Borrower or any Relevant Vessel Owner in connection with the Relevant Vessel Owner’s purchase of the Relevant Vessel have been paid and discharged in full.

(l)Fees and Expenses. The Obligors shall have paid all fees, costs and expenses (including legal fees and expenses) invoiced at least two (2) Business Days prior to the applicable Borrowing Date and agreed in writing to be paid by it to the Finance Parties in connection herewith (including pursuant to the Fee Letters) to the extent due (and, in the case of expenses, including legal fees and expenses), provided that any amounts not invoiced two (2) Business Days prior to closing shall be paid promptly upon, and not later than 10 days after, demand therefor.

(m)No Default. No Default is outstanding or would result from the Borrowing Date.

(n)Other Documents. The Administrative Agent shall have received such other documents as the Administrative Agent or the Required Lenders (through the Administrative Agent) may reasonably request.

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SECTION 4.03 [Reserved].

SECTION 4.04 Conditions to Restatement. This Agreement shall not become effective until the date on which each of the following conditions is satisfied (and, in the case of each document specified in this Section to be received by the Administrative Agent, such document shall be in form and substance satisfactory to the Administrative Agent and each Lender):

(a)Loan Restatement Documents. The Administrative Agent (or its counsel) shall have received from each party hereto executed counterparts of:

(i)this Agreement;

(ii)Intercreditor Agreement (as amended and restated on or about the date hereof); and

(iii)each of the Existing Program Debt Documents (as amended and restated on or about the date hereof).

(b)Security Confirmation. The Administrative Agent (or its counsel) shall have received from each of the Manager and any sub-managers, confirmations as to any existing security granted in connection with this Agreement and any other Secured Debt Documents.

(c)Fee Letters. Each of the Agent and the other Finance Parties party hereto shall have received from each other party thereto executed counterparts of any Fee Letters entered into in connection with this Agreement.

(d)Opinions. The Administrative Agent (or its counsel) and each Lender shall have received:

(i)a due execution, capacity and enforcement legal opinion from Marshall Islands’ counsel as to matters of Marshall Islands’ law, from Singapore counsel as to matters of Singapore law and/or from such other counsel as to matters of such other jurisdiction where any Obligor may be incorporated;

(ii)a legal opinion from Bermudan counsel as to matters of Bermudan law; and

(iii)a legal opinion from Milbank LLP as to matters of New York law.

(e)Corporate Documents. In respect of each of the Guarantor, the Borrower, each Vessel Owner and the Manager:

(i)a copy, certified by a duly authorized representative of such Person to be a true, complete and up to date copy, of the constitutional documents of that Person;

(ii)a copy, certified by a duly authorized representative of such Person to be a true copy and as being in full force and effect and not amended or rescinded, of a resolution of the board of directors of such Person:

(A)approving the terms of, and the transactions contemplated by, the Intercreditor Agreement and this Agreement and any other Loan Documents to which it is a party and resolving that it execute, deliver and perform the Loan Documents to which it is a party;

(B)authorizing a Person or Persons to execute and deliver, on behalf of that Person, the Loan Documents to which it is party and any notices or other documents to be given pursuant thereto;

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(iii)a copy, certified by a duly authorized representative of that Person to be a true copy and as being in full force and effect and not amended or rescinded of the power of attorney (if any) issued by or on behalf of that Person, and not amended or rescinded, authorizing the execution by the attorneys named therein of the Loan Documents to which it is a party; and

(iv)specimen signatures of the signatories of that Person (including any attorney named in the power of attorney referred to in paragraph (iii) above), certified by an officer of that Person.

(f)“Know your customer”.

(i)Each of the Finance Parties shall have received satisfactory information in order to satisfy their respective “know your customer” requirements.

(ii)To the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Restatement Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Restatement Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this Section (ii) shall be deemed to be satisfied).

(g)Fees and Expenses. The Obligors shall have paid all fees, costs and expenses (including legal fees and expenses) agreed in writing to be paid by it to the Finance Parties in connection herewith (including pursuant to the Fee Letters) to the extent invoiced at least two (2) Business Days prior to the Restatement Date (and, in the case of expenses, including legal fees and expenses), provided that any amounts not invoiced two (2) Business Days prior to the Restatement Date shall be paid promptly upon, and not later than 10 days after, demand therefor.

(h)Representations and Warranties. The representations and warranties made in Article 3 are true and correct.

(i)No Default. No Default is outstanding or would result from the Restatement Date.

(j)Other Documents. The Administrative Agent shall have received such other documents as the Administrative Agent or the Required Lenders (through the Administrative Agent) may reasonably request.

SECTION 4.05 Post-Restatement Items. Within 1 Business Day of the Restatement Date, the Administrative Agent shall have received evidence satisfactory to it that the Account Bank in respect of the Collection Account, has received and acknowledged receipt of, a copy of the Intercreditor Agreement (as amended and restated on or about the date hereof).

ARTICLE V

AFFIRMATIVE COVENANTS

Until the Commitments have expired or been terminated and all Obligations shall have been paid in full, the Borrower covenants and agrees with the Lenders that:

SECTION 5.01 Financial Statements. The Borrower will furnish to the Administrative Agent and each Lender: (a) the audited consolidated financial statements of the Guarantor for each of its financial years ending after the Restatement Date; and (b) quarterly consolidated statements of the Guarantor for each quarter of each of their financial years ending after the Restatement Date. All financial statements must be supplied promptly after they are available and: (i) in the case of audited financial statements, within 180 days of the end of the relevant financial period; and (ii) in the case of quarterly financial statements, within 90 days of the end of the relevant financial period. The Borrower must ensure

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that each set of the financial statements supplied under this Agreement fairly represents in all material respects the financial condition (consolidated or otherwise) of the Guarantor as at the date to which those financial statements were drawn up, subject, in the case of interim financial statements, to year-end adjustments and the absence of footnotes. The Borrower must notify the Administrative Agent of any change to the basis on which the Guarantor’s audited financial statements are prepared. If requested by the Administrative Agent, the Borrower must supply or procure that the following are supplied to the Administrative Agent: (A) a full description of any change notified above; and (B) sufficient information to enable the Lenders to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Administrative Agent and the Lenders under this Agreement. If requested by the Administrative Agent, the Guarantor must enter into discussions for a period of not more than thirty (30) days with a view to agreeing to any amendments required to be made to this Agreement to place the Administrative Agent and the Lenders in the same position as it would have been in if the change had not happened. If no such agreement is reached on the required amendments to this Agreement, the Borrower must ensure that the Guarantor’s or its auditors certify those amendments; the certificate of the auditors will be, in the absence of manifest error, binding on all the parties. Documents required to be delivered pursuant to this Section 5.01 and filed with or furnished to the SEC shall be deemed to have been provided under this Section 5.01 and delivered on the date on which such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (EDGAR).

SECTION 5.02 Compliance Certificates. The Borrower will deliver to the Administrative Agent a Compliance Certificate certified by the Borrower and the Guarantor in the form set out in Exhibit B on the following dates:

(a)within 2 Business Days following each Determination Date;

(b)five (5) days prior to a Vessel Disposition and if any related Net Sale Proceeds shall be used by the Borrower in making a prepayment in accordance with this Agreement and Section 4.02(e) of the Intercreditor Agreement, as of the date of such prepayment;

(c)the date of any Total Loss of a Collateral Vessel (as determined by the Administrative Agent and notified to the Borrower);

(d)five (5) days prior to a Vessel Substitution Date;

(e)upon the release of any Security Assets; and

(f)upon any Borrowing Date.

Each Compliance Certificate supplied by the Borrower and the Guarantor shall, amongst other things, set out (in reasonable detail) computations as to compliance with the financial covenants set forth in Section 6.09 below and the Concentration Limit Requirements and must be signed by an officer of the Guarantor.

SECTION 5.03 Valuation.

(a)The valuation of a Collateral Vessel shall be the mean average of two valuations each certified in Dollars and carried out by two of the Approved Valuers (without physical inspection of the relevant Collateral Vessel), reporting to the Administrative Agent by way of written reports in form and substance satisfactory to the Administrative Agent (acting reasonably) on the basis of a sale for prompt delivery of the Collateral Vessel for cash (free of Security Interests), on a without charter basis and at arm's-length on normal commercial terms as between willing seller and buyer.

(b)There shall be deducted from any value or valuation produced in accordance with this Section 5.03 an amount equal to the sum of (i) the amount which is owing at such time plus (ii) the amount which is scheduled to become due prior to the due date of the next valuation pursuant to clause (d) of this Section 5.03, in each case under the foregoing clauses (b)(i) and (ii), solely to the extent such

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amount is secured on the Collateral Vessel concerned by any prior or equal ranking Security Interest (other than in favor of the Security Trustee to secure the Secured Obligations).

(c)Prior to each Borrowing Date in respect of the acquisition of one or more Collateral Vessels, the Borrower will procure a valuation in relation to each such Collateral Vessel, on the basis described in subsections 5.03(a) and (b) above.

(d)In respect of the Collateral Vessels, the Borrower will procure updated valuations on the basis described in this Section 5.03 every six months as of December 31 and June 30, provided that if a BB Event occurs and is not cured on the immediately succeeding Payment Date, the Borrower shall procure updated valuations on each Determination Date until such BB Event is cured. Such valuations shall be (or have been) used as the basis for determining the BB Ratio and shall be attached to each Compliance Certificate delivered pursuant to Section 5.02.

(e)The Borrower will procure in favor of the Administrative Agent and the Approved Valuers, all such information as they may reasonably require in order to effect such valuations.

(f)All valuations shall be at the expense of the Borrower.

(g)Any valuation under this Section 5.03 shall be binding and conclusive (save for manifest error).

SECTION 5.04 Access to Books and Records. Upon the request of the Administrative Agent, the Obligors shall provide the Administrative Agent and any of its representatives, professional advisors and contractors with access to, and permit inspection of, its books and records, in each case at reasonable times and upon reasonable notice; provided that unless an Event of Default has occurred and is continuing, such inspections shall not occur more than one time during any calendar year.

SECTION 5.05 Information - miscellaneous. Each of the Borrower and the Guarantor must supply to the Administrative Agent in sufficient copies (which may take the form of an electronic copy) for all the Lenders:

(a)information with respect to the Collateral Vessels reasonably requested by Administrative Agent and copies of any publicly available information regarding the Obligors;

(b)promptly upon becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against it and which would reasonably be expected, if adversely determined, to have a Material Adverse Effect;

(c)promptly upon becoming aware of them, details of any claim, lawsuit, action, proceedings or investigation which are current, threatened or pending against it with respect to Sanctions; and

(d)promptly on request (i) such further information, in sufficient copies (which may take the form of an electronic copy) for all the Lenders, regarding the financial condition and operations of the Obligors as the Administrative Agent or as the Lenders may reasonably request and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with the Beneficial Ownership Regulation.

SECTION 5.06 Notification of Default.

(a)Unless the Administrative Agent has already been so notified, the Borrower must notify the Administrative Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

(b)Promptly on request by the Administrative Agent but not more often than once in any 3 month period, unless the Administrative Agent, acting reasonably, believes an Event of Default has occurred and is continuing (in which event the Administrative Agent shall specify the applicable Event of

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Default and shall be entitled to make such requests as and when it considers it appropriate to do so), the Borrower must supply to the Administrative Agent a certificate, signed by two (2) of its authorized signatories on its behalf, certifying that no Event of Default is continuing or, if an Event of Default is continuing, specifying the Event of Default and the steps, if any, being taken to remedy it.

SECTION 5.07 Know your customer checks.

(a)If:

(i)the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the Restatement Date;

(ii)any change in the beneficial ownership of the Guarantor after the Restatement Date;

(iii)any change in the status of an Obligor after the Restatement Date; or

(iv)a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Administrative Agent or any Lender (or, in the case of Section 5.07(a)(iv), any prospective new Lender) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the Administrative Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in Section 5.07(a)(iv), on behalf of any prospective new Lender) in order for the Administrative Agent, such Lender or, in the case of the event described in Section 5.07(a)(iv), any prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Loan Documents,

(b)Each Lender shall promptly upon the request of the Administrative Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Administrative Agent (for itself) in order for the Administrative Agent to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Loan Documents.

(c)The Borrower shall promptly upon the request of the Administrative Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender in order for the Administrative Agent or such Lender to refresh and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Loan Documents, provided that the Borrower shall not be required to comply with any such request from the Administrative Agent or any Lender more than once in any twelve (12) month period.

SECTION 5.08 Use of websites. The Borrower acknowledges and agrees that any information under this Agreement may be delivered to a Lender (through the Administrative Agent) onto an electronic website if:

(a)the Administrative Agent and the Lender agree;

(b)the Administrative Agent appoints a website provider and designates an electronic website for this purpose;

(c)the designated website is used for communication between the Administrative Agent and the Lenders;

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(d)the Administrative Agent notifies the Lenders of the address and password for the website;

(e)the information can only be posted on the website by the Administrative Agent; and

(f)the information posted is in a format agreed between the Borrower and the Administrative Agent.

The cost of the website shall be borne by the Borrower, subject to such cost being agreed by the Borrower beforehand. Any Lender may request, through the Administrative Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the designated website. The Borrower shall at its own cost comply with any such request within ten (10) Business Days.

SECTION 5.09 Authorizations. Each Obligor must promptly obtain, maintain and comply, in all material respects, with the terms of any authorization required under any Applicable Law to enable it to perform its obligations under, or for the validity or enforceability of, any Loan Document.

SECTION 5.10 Compliance with laws. Each Obligor must comply and must procure that the Manager complies in all material respects with all Applicable Laws to which it is subject.

SECTION 5.11 Pari passu ranking. Each Obligor must ensure that its payment obligations under the Loan Documents rank at least pari passu with all its other present and future unsecured and unsubordinated payment obligations, except for obligations mandatorily preferred by law applying to companies generally.

SECTION 5.12 Place of business. Each Obligor must:

(a)establish and maintain a place of business in, and shall keep its corporate documents and records at any of Hong Kong, the Republic of Singapore and Vancouver, or any of them, provided the Administrative Agent is satisfied that such establishment in such location does not adversely affect the validity, enforceability or effectiveness of any Loan Document and does not give rise to any requirement under any Applicable Law for a deduction for withholding Tax; and

(b)except with respect to the Guarantor, will not establish, or do anything as a result of which it would be deemed to have, a place of business in any other location other than Hong Kong, the Republic of Singapore and Vancouver without the consent of the Administrative Agent (acting on the instructions of the Required Lenders, such consent not to be unreasonably withheld or delayed).

SECTION 5.13 Security. Each Obligor:

(a)will procure that each Mortgage to which it is a party is, and continues to be, registered as a first priority mortgage on the registry of the relevant Approved Flag State;

(b)without prejudice to paragraph (a) will procure that the Mortgages and any other security conferred by it under any Security Document are registered as a first priority interest with the relevant authorities within the period prescribed by the Applicable Laws and is maintained and perfected with the relevant authorities;

(c)will at its own cost, use best efforts to ensure that any Loan Document to which it is a party validly creates the obligations and Security Interests which it purports to create; and

(d)without limiting the generality of paragraph (a) above, will at its own cost, promptly register, file, record or enroll any Loan Document to which it is a party with any court or authority, pay any stamp, registration or similar tax payable in respect of any such Loan Document, give any notice or take any other step which, in the reasonable opinion of the Administrative Agent, is or has

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become necessary for any such Loan Document to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates.

SECTION 5.14 Separateness Covenants. Each Obligor (other than the Guarantor) shall conduct its business such that it is a separate and readily identifiable business from, and independent of, any Unrelated Party, and further covenants as follows:

(a)Each Obligor (other than the Guarantor) will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, each Unrelated Party;

(b)Each Obligor (other than the Guarantor) shall maintain its assets and liabilities separate and distinct from those of each Unrelated Party other than the Borrower, and will not commingle its assets with those of any Unrelated Party other than the Borrower;

(c)Each Obligor (other than the Guarantor) shall maintain its accounts and funds separate and distinct from the accounts and funds of each Unrelated Party other than the Borrower and will receive, deposit, withdraw and disburse its funds separately from any funds of any Unrelated Party other than the Borrower;

(d)Each Obligor (other than the Guarantor) shall maintain records, books, accounts and minutes separate from those of any Unrelated Party;

(e)Each Obligor (other than the Guarantor) shall conduct its own business in its own name, and not in the name of any Unrelated Party;

(f)Each Obligor (other than the Guarantor) shall maintain an arm’s-length relationship with its Affiliates;

(g)Each Obligor (other than the Guarantor) shall maintain separate financial statements from each Unrelated Party, or if part of a consolidated group, then it will be shown as a separate member of such group;

(h)Each Obligor (other than the Guarantor) shall pay its own liabilities and obligations out of its own funds, whether in the ordinary course of business or not, as a legal entity separate from each Unrelated Party, provided that liabilities and obligations of Vessel Owners may be paid by Borrower;

(i)Each Obligor (other than the Guarantor) shall use separate invoices and checks from those of each Unrelated Party;

(j)Each Obligor (other than the Guarantor) shall hold itself out as a separate entity, and correct any known misunderstanding regarding its status as a separate entity;

(k)Each Obligor (other than the Guarantor) shall not agree to pay or become liable for any Indebtedness of any Unrelated Party;

(l)Each Obligor (other than the Guarantor) shall not hold out that it is a division of any Unrelated Party, or that any Unrelated Party is a division of it;

(m)Each Obligor (other than the Guarantor) shall not induce any third party to rely on the creditworthiness of any Unrelated Party other than the Guarantor in order that such third party will be induced to contract with it;

(n)Each Obligor (other than the Guarantor) shall not enter into any transactions between it and any Unrelated Party that are more favorable to the Unrelated Party than transactions that the parties would have been able to enter into at such time on an arm’s-length basis with a non-affiliated third party, other than any agreements in effect on the Restatement Date;

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(o)Each Obligor (other than the Guarantor) shall observe all corporate or other procedures required under Applicable Law and under its constitutive documents; and

(p)Each Obligor (other than the Guarantor) shall procure that each of its directors will act in accordance with their duties at law and exercise independent judgment, and shall not be in breach of those duties, act solely in accordance with any direction, opinion, recommendation or instruction of any Unrelated Party in relation to the approval or rejection of, or the exercise of any voting power in relation to, any transaction approval requirements.

SECTION 5.15 Registration of the Collateral Vessels. Each Obligor shall and procure that the Manager shall:

(a)procure and maintain the valid and effective provisional registration of the Collateral Vessels under the flag of an Approved Flag State and shall effect permanent registration of the Collateral Vessel within two months following the Borrowing Date, and shall ensure nothing is done or omitted by which the registration of the Collateral Vessels would or might be defeated or imperiled; and

(b)not change the name or port of registration of the Collateral Vessels without the prior written notice to the Administrative Agent.

SECTION 5.16 Classification and repair. Each Obligor will, and will procure that the Manager will:

(a)ensure that the Collateral Vessels are surveyed from time to time as required by the Classification Society in which that Collateral Vessel is for the time being entered and maintain and preserve each Collateral Vessel in good working order and repair, ordinary wear and tear excepted, and in any event in such condition as will entitle each to classification free of all recommendations or conditions against class that are not overdue;

(b)procure that all repairs to or replacement of any damaged, worn or lost parts or equipment shall be effected in such manner (both as regards workmanship and quality of materials) as not to diminish the value of the Collateral Vessels;

(c)unless required to comply with clause (e) below, not remove any material part of any of the Collateral Vessels, or any item of equipment installed on any of the Collateral Vessels unless the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed, is free from any Security Interest (other than any Permitted Liens) or any right in favor of any Person other than the Administrative Agent and becomes on installation on that Collateral Vessel the property of the relevant Vessel Owner and subject to the security constituted by the relevant Security Document(s) provided that such Vessel Owner may install and remove equipment owned by a third party if the equipment can be removed without any risk of material damage to a Collateral Vessel;

(d)ensure that each Collateral Vessel complies in all material respects with all Applicable Laws from time to time applicable to vessels registered under the laws and flag of the relevant Approved Flag State;

(e)not without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld), cause or permit to be made any substantial change in the structure, type or performance characteristics of any of the Collateral Vessels and provide notification of such substantial changes in structure, type or performance characteristics of any of the Collateral Vessels to the Administrative Agent and, furthermore, provide confirmation to the Administrative Agent that such substantial change in structure, type or performance characteristics of any of the Collateral Vessels shall not result in a breach of any covenant under this Agreement; provided, however, that this Section 5.16(e) shall not apply to (i) modifications of any Collateral Vessel with respect to ballast water treatment systems, bulbous bows, and scrubbers provided that there is no reduction in the value of such Collateral Vessel, and (ii) mandatory modifications to any Collateral Vessel required by Applicable Law from time to time;

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(f)maintain a safe, sustainable and socially responsible policy with respect to dismantling of the Collateral Vessels;

(g)ensure that any Collateral Vessel controlled by it or sold to an intermediary with the intention of being scrapped prior to the Discharge of Secured Obligations, is recycled at a recycling yard which conducts its recycling business in a socially and environmentally responsible manner, in accordance with the provisions of the Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009 (the “Hong Kong Convention”) and/or Regulation (EU) No 1257/2013 of the European Parliament and of the Council of 20 November 2013 on ship recycling and amending Regulation (EC) No 1013/2006 and Directive 2009/16/EC, as applicable; and

(h)procure, with effect from the earlier of (i) December 31, 2020 and (ii) the date the Hong Kong Convention comes into force, obtain an Inventory of Hazardous Material in respect of the Collateral Vessel owned by it which shall be maintained until the Discharge of Secured Obligations. For the purposes of this clause, “Inventory of Hazardous Material” means a statement of compliance issued by the relevant Classification Society which includes a list of any and all materials known to be potentially hazardous present in a Collateral Vessel’s structure and equipment, also referred to as “List of Hazardous Materials” or “Green Passport”.

SECTION 5.17 Lawful and safe operation. Each Obligor will, and will procure that the Manager will:

(a)operate each Collateral Vessel and cause each Collateral Vessel to be operated in a manner consistent in all material respects with any and all laws, regulations, treaties and conventions (and all rules and regulations issued thereunder) from time to time applicable to that Collateral Vessel;

(b)not cause or permit any of the Collateral Vessels to trade with, or within the territorial waters of, any country in which her safety could reasonably be expected to be imperiled by exposure to piracy, terrorism, arrest, requisition, confiscation, forfeiture, seizure, destruction or condemnation as prize;

(c)not cause or permit any of the Collateral Vessels to be employed in any manner which will or may give rise to any reasonable degree of likelihood that such Collateral Vessel would be liable to requisition, confiscation, forfeiture, seizure, destruction or condemnation as prize;

(d)not cause or permit any of the Collateral Vessels to be employed in any trade or business which is forbidden by international law or is illicit or in knowingly carrying illicit or prohibited goods;

(e)in the event of hostilities in any part of the world (whether war be declared or not) not cause or permit any of the Collateral Vessels to be employed in carrying any contraband goods and that she does not trade in any zone after it has been declared a war zone by any authority or by any of that Collateral Vessel's war risks Insurers unless that Collateral Vessel's Insurers shall have confirmed to the Borrower that such Collateral Vessel is held covered under the Obligatory Insurances for the voyage(s) in question; and

(f)not charter any of the Collateral Vessels or permit any of the Collateral Vessels to serve under any contract of affreightment with any foreign country or national of any foreign country which would be contrary to Applicable Law or would render any Loan Document or the security conferred by the Security Documents unlawful.

SECTION 5.18 Repair of the Collateral Vessels. No Obligor will and each Obligor will procure that the Manager will not, put any of the Collateral Vessels into the possession of any Person for the purpose of work being done upon her beyond the amount of US$5,000,000 (or equivalent), other than for classification or scheduled dry docking unless such Person shall have given an undertaking to the

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Administrative Agent not to exercise any lien on that Collateral Vessel or Obligatory Insurances for the cost of that work or otherwise.

SECTION 5.19 Arrests and liabilities. Each Obligor will, and will procure that the Manager will, at all times:

(a)pay and discharge all obligations and liabilities whatsoever which have given or may give rise to liens (other than Permitted Liens) on or claims enforceable against any of the Collateral Vessels and take all reasonable steps to prevent a threatened arrest of any of the Collateral Vessels;

(b)notify the Administrative Agent promptly in writing of the levy of either distress on any of the Collateral Vessels or her arrest, detention, seizure, condemnation as prize, compulsory acquisition or requisition for title or use and (save in the case of compulsory acquisition or requisition for title or use) obtain her release within thirty (30) days;

(c)pay and discharge when due all dues, taxes, assessments, governmental charges, fines and penalties lawfully imposed on or in respect of any of the Collateral Vessels or any Obligor except those which are being disputed in good faith by appropriate proceedings (and for the payment of which adequate reserves have been provided or are and continue to be available) and provided that the continued existence of such dues, taxes, assessments, governmental charges, fines or penalties does not give rise to any reasonable degree of likelihood that any of the Collateral Vessels would be liable to arrest, requisition, confiscation, forfeiture, seizure, destruction or condemnation as prize; and

(d)pay and discharge all other obligations and liabilities whatsoever in respect of any of the Collateral Vessels and the Obligatory Insurances except those which are being disputed in good faith by appropriate proceedings (and for the payment of which adequate reserves have been provided or are and continue to be available) and provided that the continued existence of those obligations and liabilities in respect of any of the Collateral Vessels and the Obligatory Insurances does not give rise to any reasonable degree of likelihood that such Collateral Vessel would be liable to arrest, requisition, confiscation, forfeiture, seizure, destruction or condemnation as prize and provided always that each Collateral Vessel remains properly managed and insured at all times in accordance with the terms of the Loan Documents.

SECTION 5.20 Environment. Each Obligor shall, and shall procure that the Manager shall, at all times:

(a)comply with all applicable Environmental Laws including, without limitation, requirements relating to the establishment of financial responsibility (and shall require that all Environmental Representatives of such Obligor comply with all applicable Environmental Laws and obtain and comply with all required Environmental Approvals, which Environmental Laws and Environmental Approvals relate to any of the Collateral Vessels or her operation or her carriage of cargo); and

(b)promptly upon the occurrence of any of the following events in relation to a Collateral Vessel, provide to the Administrative Agent a certificate of an officer of the Borrower or of the Borrower's agents specifying in detail the nature of the event concerned:

(i)the receipt by the Borrower or any Environmental Representative (where the Borrower has knowledge of the receipt) of any Environmental Claim; or

(ii)any release of Hazardous Materials.

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SECTION 5.21 Information regarding the Collateral Vessels. Each Obligor shall, and shall procure that the Manager shall, at all times:

(a)promptly notify the Administrative Agent of the occurrence of any accident, casualty or other event which has caused or resulted in or may cause or result in a Collateral Vessel being or becoming a Total Loss;

(b)promptly notify the Administrative Agent of any material requirement or recommendation made by any insurer or Classification Society or by any competent authority which is not complied with in a timely manner;

(c)if requested by the Administrative Agent (not more than once in any calendar year), provide the Administrative Agent with a schedule setting out all intended dry dockings of any of the Collateral Vessels;

(d)promptly notify the Administrative Agent of any Environmental Claim being made in connection with any of the Collateral Vessels or its operation;

(e)promptly notify the Administrative Agent of any claim for breach of the ISM Code being made in connection with any of the Collateral Vessels or its operation;

(f)promptly notify the Administrative Agent of any claim for breach of the ISPS Code being made in connection with any of the Collateral Vessels or its operation;

(g)give to the Administrative Agent from time to time on request such information, in sufficient copies (which may take the form of electronic copies) for all the Lenders, as the Administrative Agent may reasonably request regarding any of the Collateral Vessels, her employment, position and engagements;

(h)provide the Administrative Agent with copies of the classification certificate of the Collateral Vessels and of all periodic damage or survey reports on any of the Collateral Vessels which the Administrative Agent may reasonably request;

(i)promptly furnish the Administrative Agent with full information of any casualty or other accident or damage to any of the Collateral Vessels involving an amount in excess of US$1,500,000 (or equivalent);

(j)give to the Administrative Agent and its duly authorized representatives reasonable access to any of the Collateral Vessels for the purpose of conducting on board inspections and/or surveys of such Collateral Vessel provided that (i) the Administrative Agent shall co-operate with the Borrower in respect of the timing for and the place where such surveys take place in order to minimize disruption to the activities of such Collateral Vessel, and (ii) unless a Default has occurred and is continuing or such on board inspection and/or survey demonstrates that a Default is continuing, such inspections and/or surveys shall (x) not occur more than one time during any calendar year and (y) not take place at the expense of the Borrower; and

(k)if the Administrative Agent reasonably believes an Event of Default may have occurred and the Administrative Agent specifies such Event of Default, furnish to the Administrative Agent from time to time upon reasonable request certified copies of the ship's log in respect of any of the Collateral Vessels.

SECTION 5.22 Provision of further information. Each Obligor shall, and shall procure that the Manager shall, as soon as practicable following receipt of a request by the Administrative Agent, provide the Administrative Agent, with sufficient copies for all the Lenders (which may take the form of electronic copies), with any additional or further financial or other information relating to any of the Collateral Vessels, the Obligatory Insurances or to any other matter relevant to, or to any provision of, a Loan Document which the Administrative Agent may reasonably request. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of any change in the information

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provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification.

SECTION 5.23 Management. Each Obligor shall, and shall procure that the Manager shall, ensure that at all times:

(a)the relevant Collateral Vessel is managed by the Manager; and

(b)no Manager shall terminate or materially vary (or agree to materially vary) the terms of its management.

There shall be no change in the Manager or appointment of an alternative manager unless such replacement or alternative manager is a Manager and the terms of its appointment are approved by the Administrative Agent, and, simultaneously with its appointment, the management agreement with such manager is assigned to the Security Trustee and the manager enters into a Manager’s Undertaking, each on substantially the same terms as applicable to the previous manager, and such other documents and evidence of the kind referred to in Section 4.01 and Section 4.02 in respect of the management arrangements are provided in respect of such replacement management arrangements.

SECTION 5.24 Charters. Each Vessel Owner shall be entitled to let its Collateral Vessels, pursuant to an Eligible Charter or other Charter, provided always that each Vessel Owner complies with the terms of this Agreement and the other Loan Documents (including the Concentration Limit Requirements) and:

(a)if a Vessel Owner enters into a Charter in respect of a Collateral Vessel, it promptly notifies the Administrative Agent thereof;

(b)such Vessel Owner shall either promptly obtain the consent (if required) of the Charterer to the assignment of that Charter pursuant to the General Assignment or ensure that the terms of such Charter permit assignment of that Charter without consent;

(c)such Vessel Owner serves a notice of assignment upon the Charterer pursuant to the terms of the General Assignment and, if such Vessel Owner is party to a Charter with a term that exceeds twelve (12) months (including any extension options) such Vessel Owner shall obtain an acknowledgement from the Charterer (and such Vessel Owner shall use reasonable endeavors to obtain such acknowledgement in a signed writing as opposed to by email, which shall otherwise be acceptable if such Charterer refuses to provide such acknowledgement in a signed writing);

(d)Vessel Owners may only enter into bareboat or demise charters with Eligible Bareboat Charterers, as such term is defined in Schedule 2.02, and, prior to entering into any such bareboat or demise charter, the Borrower shall procure that a Charterer’s Undertaking is provided by the applicable Charterer (unless, after using commercially reasonable efforts to procure such Charterer’s Undertaking, the Borrower is unable to reach agreement with the relevant Charterer for the provision of such Charterer’s Undertaking and the Administrative Agent consents to the foregoing). In addition, the Borrower shall procure that any such bareboat or demise charter includes an undertaking from the Charterer to the effect that such Charterer will not permit the use or operation of the applicable Collateral Vessel (i) in any country or territory that at such time is the subject of Sanctions, or (ii) in any other manner that will result in a violation by any Person, the Finance Parties or any other Person participating in the Program Debt (whether as underwriter, advisor, investor or otherwise) of Sanctions;

(e)Vessel Owners shall procure the prior written consent of the Administrative Agent for any charter where more than six (6) months charterhire is paid in advance;

(f)Vessel Owners shall procure the prior written consent of the Administrative Agent for any arrangement under which Earnings of any Collateral Vessel may be shared with anyone else; and

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(g)Vessel Owners shall procure the prior written consent of the Administrative Agent for any charter with any Affiliate of the Guarantor or which is otherwise than on arm’s length terms.

SECTION 5.25 Termination of Eligible Charters. At all times until the Maturity Date, each Obligor shall advise the Administrative Agent of any of the following events:

(a)any breach (other than a technical breach which is cured promptly) by the relevant Charterer or the Vessel Owner of the terms of an Eligible Charter of which such Obligor becomes aware;

(b)the termination of an Eligible Charter by either the relevant Vessel Owner or the relevant Charterer; and

(c)as soon as it becomes aware of such event, the occurrence of an insolvency event of the nature referred to in Section 7.01(f), (g), (h) or (j) in respect of a Charterer.

SECTION 5.26 Scope of Obligatory Insurances. Each Vessel Owner will, or in the case of a Collateral Vessel subject to a Charter which is a demise or bareboat charter, shall procure that the Charterer of such Collateral Vessel will, in respect of each Collateral Vessel:

(a)at all times for a Collateral Vessel, keep that Collateral Vessel insured in the applicable Required Insurance Amount, in Dollars in the name of the relevant Vessel Owner or, as may be applicable, in the joint names of the Vessel Owner, the Charterer (if such Collateral Vessel is subject to a Charter which is a demise or bareboat charter), the Manager (except if such Collateral Vessel is subject to a Charter which is a demise or bareboat charter to a Person not a member of the Guarantor Group), any manning or crewing agents (except if such Collateral Vessel is subject to a Charter which is a demise or bareboat charter to a Person not a member of the Guarantor Group) and/or (if the Administrative Agent so requires) the Security Trustee (provided that all such Persons, other than the Security Trustee, any third party crewing agents (outside the Guarantor Group) and, in respect of protection and indemnity liability insurances only, any crewing agents within the Guarantor Group, have provided an assignment of their interests in such insurances to (i) the Security Trustee, or (ii) in the case of Collateral Vessels that are subject to a demise or bareboat charter, to the relevant Vessel Owner or the Security Trustee; provided further that in such cases, the terms of any assignment of insurances in favor of the relevant Vessel Owner shall expressly provide that the Vessel Owner shall assign its rights thereunder in favor of the Security Trustee, and the relevant Vessel Owner provides such onward assignment and assignment of its own interests in such insurances to the Security Trustee)) without the Administrative Agent or the Security Trustee being liable for but having the right to pay premiums, through brokers approved by the Administrative Agent against fire and usual marine risks (including hull and machinery and Excess Risks) with approved underwriters or insurance companies approved by the Administrative Agent and by policies in form and content approved by the Administrative Agent with a deductible which is a Required Deductible Amount or in an amount reasonably satisfactory to the Administrative Agent;

(b)at all times for a Collateral Vessel, keep that Collateral Vessel insured in the applicable Required Insurance Amount in the same manner as above against war risks (including risks of mines and all risks, whether or not regarded as war risks, London Blocking and Trapping Addendum and Lost Vessel clause, excepted by the free of capture and seizure clauses in the standard form of Lloyds marine policy) either:

(i)with underwriters or insurance companies approved by the Administrative Agent and by policies in form and content approved by the Administrative Agent; or

(ii)by entering the relevant Collateral Vessel in an approved war risks association,

and for the avoidance of doubt, such war risks insurance will include protection and indemnity liability up to at least the applicable Required Insurance Amount, excluding any

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liability in respect of death, injury or damage to crew, and shall include a deductible which is a Required Deductible Amount or in an amount reasonably satisfactory to the Administrative Agent;

(c)at all times for a Collateral Vessel, keep that Collateral Vessel entered in respect of her full value and tonnage in an approved protection and indemnity association against all risks as are normally covered by such protection and indemnity association (including pollution risks and the proportion not recoverable in case of collision under the running down clause inserted in the ordinary Lloyds policies), such cover for pollution risks to be for:

(i)a minimum amount of US$1,000,000,000 or such other amount of cover against pollution risks as shall at any time be comprised in the basic entry of each Collateral Vessel with either a protection and indemnity association which is an acceptable member of either the International Group of protection and indemnity associations (or any successor organization designated by the Administrative Agent for this purpose) or the International Group (or such successor organization) itself; or

(ii)if the International Group or any such successor ceases to exist or ceases to provide or arrange any cover for pollution risks (or any supplemental cover for pollution risks over and above that afforded by the basic entry of each Collateral Vessel with its protection and indemnity association), such aggregate amount of cover against pollution risks as shall be available on the open market and by basic entry with a protection and indemnity association for ships of the same type, size, age and flag as each respective Collateral Vessel,

provided that, if any Collateral Vessel has ceased trading or is in lay up and in either case has unloaded all cargo, the level of pollution risks cover afforded by ordinary protection and indemnity cover available through a member of the International Group or such successor organization or, as the case may be, on the open market in such circumstances shall be sufficient for such purposes; and

(d)at all times for a Collateral Vessel, whenever any Collateral Vessel is trading to Japanese territorial waters and when so required by the Administrative Agent, maintain in full force and effect social responsibility insurance in respect of the Collateral Vessel with underwriters or insurance companies approved by the Administrative Agent and by policies in form and content approved by the Administrative Agent, provided always that a first class Vessel Owner or operator of vessels such as the Collateral Vessels would maintain and effect such social responsibility insurance.

SECTION 5.27 Obligatory Insurances. Without prejudice to its obligations under Section 5.26, each Vessel Owner will, or, in the case of a Collateral Vessel subject to a Charter which is a demise or bareboat charter to a Person who is not a member of the Guarantor Group, shall procure that the Charterer of such Collateral Vessel will:

(a)not without the prior consent of the Administrative Agent materially alter any Obligatory Insurance nor make, do, consent or agree to any act or omission which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum paid out under any Obligatory Insurance repayable in whole or in part;

(b)not cause or permit any Collateral Vessel to be operated or traded in any way inconsistent with the provisions or warranties of, or implied in, or outside the cover provided by, or which would trigger the exclusion clause (or similar) under, any Obligatory Insurance or to be engaged in any voyage or to carry any cargo not permitted by any Obligatory Insurances without first covering the relevant Collateral Vessel in the relevant Required Insurance Amount and her freights for an amount approved by the Administrative Agent in Dollars or another approved currency with the Insurers;

(c)duly and punctually pay when due all premiums, calls, contributions or other sums of money from time to time payable in respect of any Obligatory Insurance;

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(d)renew all Obligatory Insurances at least three (3) days before the relevant policies or contracts expire and procure that the approved brokers and/or war risks and protection and indemnity clubs and associations shall promptly confirm in writing to the Administrative Agent as and when each renewal is effected;

(e)forthwith upon the effecting of any Obligatory Insurance, give written notice of the insurance to the Administrative Agent stating the full particulars (including the dates and amounts) of the insurance, and on request produce the receipts for each sum paid by it pursuant to paragraph (c) above;

(f)not settle, release, compromise or abandon any claim in respect of any Total Loss unless the Administrative Agent is satisfied that such release, settlement, compromise or abandonment will not prejudice the interests of the Finance Parties under or in relation to any Loan Document;

(g)arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association;

(h)procure that the interest of the Security Trustee is noted on all policies of insurance;

(i)procure that a loss payee provision in the form scheduled to the Insurances Assignment is endorsed on all policies of insurance relating to the Collateral Vessels;

(j)obtain from the relevant insurance brokers and P&I Club letters of undertaking in the forms scheduled to the Insurances Assignments; and

(k)in the event that the Vessel Owner (or, where applicable, the relevant Charterer of a Collateral Vessel which is subject to a Charter which is a demise or bareboat charter to a Person who is not a member of the Guarantor Group) receives payment of any moneys under the Insurances Assignment, save as provided in the loss payable clauses scheduled to the Insurances Assignment, forthwith pay over the same to the Security Trustee and, until paid over, such moneys (to the extent they are held by any Obligor) shall be held in trust for the Security Trustee.

SECTION 5.28 Power of Administrative Agent to insure. If the Obligors (and/or, where applicable, the relevant Charterer(s) of a Collateral Vessel which is subject to a Charter which is a demise or bareboat charter to a Person who is not a member of the Guarantor Group) fail to effect and keep in force Obligatory Insurances in accordance with this Agreement, it shall be permissible, but not obligatory, for the Administrative Agent to effect and keep in force insurance or insurances in the amounts required under this Agreement and entries in a protection and indemnity association or club and, if it deems necessary or expedient, to insure the war risks upon any Collateral Vessel, and the Borrower will reimburse the Administrative Agent for the costs of so doing.

SECTION 5.29 ISM Code. Each Vessel Owner shall, and shall procure that the Manager shall (or in the case of a Collateral Vessel which is subject to a Charter which is a demise or bareboat charter to a Person who is not a member of the Guarantor Group, shall procure that the Charterer of such Collateral Vessel shall):

(a)at all times be responsible for compliance by itself and by each Collateral Vessel with the ISM Code; and

(b)at all times ensure that:

(i)each Collateral Vessel has a valid Safety Management Certificate (as defined in the ISM Code);

(ii)each Collateral Vessel is subject to a safety management system (as defined in the ISM Code) which complies with the ISM Code; and

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(iii)there is a valid Document of Compliance (as defined in the ISM Code), which is held on board the Collateral Vessel;

(c)deliver to the Administrative Agent, a copy of a valid Safety Management Certificate and a valid Document of Compliance in respect of the relevant Collateral Vessel, in each case duly certified by an officer of the Borrower;

(d)promptly notify the Administrative Agent of any actual or, upon becoming aware of the same, threatened withdrawal of an applicable Safety Management Certificate or Document of Compliance;

(e)promptly notify the Administrative Agent of the identity of the Person ashore designated for the purposes of paragraph 4 of the ISM Code and of any change in the identity of that Person; and

(f)promptly upon becoming aware of the same notify the Administrative Agent of the occurrence of any material accident or major non-conformity (as defined in the ISM Code) requiring action under the ISM Code.

SECTION 5.30 ISPS Code. Each Obligor shall, and shall procure that the Manager shall, or, in the case of a Collateral Vessel subject to a Charter which is a demise or bareboat charter to a Person who is not a member of the Guarantor Group, shall procure that the Charterer of such Collateral Vessel at all times shall:

(a)comply and be responsible for compliance by itself and by each Collateral Vessel with the ISPS Code; and

(b)ensure that:

(i)each Collateral Vessel has a valid International Ship Security Certificate;

(ii)each Collateral Vessel's security system and its associated security equipment comply with section 19.1 of Part Appendix 1 of the ISPS Code;

(iii)each Collateral Vessel's security system and its associated security equipment comply in all respects with the applicable requirements of Chapter XI-2 of SOLAS and Appendix 1 of the ISPS Code; and

(iv)an approved ship security plan is in place.

SECTION 5.31 Dry Docking. The Guarantor shall ensure that each Obligor shall meet all of that Obligor’s obligations with respect to the cost of scheduled dry docking in relation to the Collateral Vessel owned by such Obligor and that such costs are paid when due except those costs which are being disputed in good faith by appropriate proceedings (and for the payment of which adequate reserves have been provided or are and continue to be available).

SECTION 5.32 Rating. If the Obligors obtain a credit rating from a rating agency as required by any Program Debt, the Borrower shall, solely during the period for which such rating is required to be maintained by the applicable Program Debt, be required to maintain a rating with the relevant rating agency or any replacement rating agent selected by Borrower. For the avoidance of any doubt, the requirement to maintain a rating shall not be breached if the rating changes (upwards or downwards) and, if a rating is provided by a rating agency but, prior to its publication, the ratings process is withdrawn, the Borrower shall not be required to maintain such rating.

SECTION 5.33 Taxation.

(a)Each Obligor shall pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:

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(i)such payment is being contested in good faith;

(ii)in each case to the extent required by GAAP, adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements delivered to the Administrative Agent under Section 5.01; and

(iii)such payment can be lawfully withheld and failure to pay those Taxes does not have or is not reasonably likely to have a Material Adverse Effect.

(b)No Obligor (other than the Guarantor) may change its residence for Tax purposes except with the consent of the Administrative Agent, such consent not to be unreasonably withheld.

SECTION 5.34 Decarbonization Certificates

(a)The Borrower must supply to, or procure the supply to, the Administrative Agent on or before 10 Business Days prior to each Delta Test Date, in sufficient copies (which may take the form of an electronic copy) for the Lead Sustainability Coordinator and all Lenders:

(i)all Compliance Data in support of the Decarbonization Certificate to be delivered on the next in time Delta Test Date and such other information required by the Lead Sustainability Coordinator (requested by the Administrative Agent if so directed by or on behalf of the Lead Sustainability Coordinator) in order to populate the Draft DC (defined below) in accordance with sub-section 5.34(b), provided that where such Collateral Vessel is subject to a bareboat or demise charter with an Eligible Bareboat Charterer, the Borrower shall use reasonable efforts to obtain such Compliance Data from that Eligible Bareboat Charterer. Where the Borrower is unable to procure such Compliance Data after reasonable efforts, the Lead Sustainability Coordinator shall have reference to corresponding reasonable estimates for the applicable Delta Test Period obtained from a Classification Society at the Borrower’s cost, in place of any unavailable “Compliance Data” when calculating the AER and/or the Collateral Vessel Delta on the relevant Delta Test Date; and

(ii)the relevant extracts of the provisions of any Qualifying Charter Contract including a Sustainability Linked Charter Mechanism, certified by a Responsible Officer of the Borrower,

provided always that none of the Lenders shall publicly disclose such information delivered under this Section 5.34(a) with the identity of the relevant vessel without the prior written consent of the Borrower. For the avoidance of doubt, such information shall be “Confidential Information” for the purposes of Section 9.12 (Treatment of Certain Information; Confidentiality) but the Borrower acknowledges that, in accordance with the Poseidon Principles, such information will form part of the information published regarding each relevant Lender’s portfolio climate alignment,

and provided further that if the Borrower fails to comply with the conditions set out in, or deliver when due any of the documents and/or items contemplated by, this Section 5.34, then no Default or Event of Default will result therefrom, and the only consequence shall be a pricing adjustment (if applicable) to the Margin as otherwise contemplated by this Agreement.

The details of the metrics and trajectory used in the Qualifying Charter Contracts are provided by the Borrower to the Lead Sustainability Coordinator, who will provide its opinion on the appropriateness of the metrics and trajectory used in the Sustainability Linked Charter Mechanism. The Borrower shall then calculate the number of Qualifying Charter Contracts and the QCC Ratio. An appropriate external reviewer will then verify the Borrower’s calculation and whether the Sustainability Linked Charter Mechanism is satisfied. The Borrower will provide the details necessary to assess the relevance of the trajectory and indicator to the Lead Sustainability Coordinator and provide any additional information regarding baseline and comparison for such assessment.

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(b)Within 5 Business Days of receipt of the Compliance Data and any other information to be provided in accordance with Section 5.34(a) above, the Lead Sustainability Coordinator shall send to the Borrower, with a copy to the Administrative Agent, a draft (which may be in electronic form), of the populated Decarbonization Certificate to be delivered by the Borrower for the applicable Delta Test Period, on the next in time Delta Test Date (“Draft DC”).

(c)Subject to any revisions and/or amendments to the Draft DC prepared by the Lead Sustainability Coordinator pursuant to Section 5.34(b) above being prior agreed in writing between the Administrative Agent, the Lead Sustainability Coordinator and the Borrower (the “Amended Draft DC”), on or before 2 Business Days before such next in time Delta Test Date, the Borrower must supply to, or procure the supply to, the Administrative Agent in sufficient copies (which may take the form of an electronic copy) for the Lead Sustainability Coordinator and all Lenders, a completed Decarbonization Certificate for the applicable Delta Test Period, in a form reflective of either the Draft DC or Amended Draft DC, as applicable, and which is signed by a Responsible Officer of the Borrower.

(d)Notwithstanding anything in this Agreement to the contrary, the Lead Sustainability Coordinator shall not:

(i)have any duty to verify and/or confirm the accuracy of any information, calculations and/or other details (including but not limited to any Compliance Data provided to it in accordance with this Section 5.34) included and/or reflected in any Draft DC, Amended Draft DC and/or Decarbonization Certificate; and

(ii)be liable to the Borrower or any other party for:

(A)any inaccuracies or errors in such information, calculations and/or other details (including but not limited to transposing any Compliance Data provided to it in accordance with this Section 5.34) included and/or reflected in any Draft DC, Amended Draft DC and/or Decarbonization Certificate; and/or

(B)any failure to deliver, or delay in delivering, a Draft DC to and/or any failure to agree, or delay in agreeing an Amended DC with, the Borrower and the Administrative Agent in accordance with this Section 5.34, if such failure and/or delay in delivering any Draft DC and/or agreeing any Amended DC, (i) arises as a result of, or in connection with, the Borrower’s (x) failure to deliver and/or delay in delivering, any Compliance Data and/or other information required by the Lead Sustainability Coordinator and/or a Decarbonization Certificate, and/or (y) failure to agree, or delay in agreeing, any Amended DC, or (ii) is not directly caused by any act or omission on the part of the Lead Sustainability Coordinator, in each case in accordance with the terms of this Section 5.34,

and the Borrower hereby confirms and acknowledges for the benefit of the Lead Sustainability Coordinator, that notwithstanding any of the provisions of this Agreement, the contents of any Decarbonization Certificate, signed by a Responsible Officer of the Borrower and delivered in accordance with this Section 5.34, shall be verified by the Borrower only, and shall be true and accurate in all material respects.

ARTICLE VI

NEGATIVE COVENANTS

Until the Commitments have expired or been terminated and all Obligations have been paid in full, the Borrower covenants and agrees with the Lenders that:

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SECTION 6.01 Security Interests. Each Obligor shall not, and each Obligor shall procure that the Manager does not, create or permit to subsist any Security Interest over the Obligatory Insurances or any other Security Assets or any Related Contract other than:

(a)Permitted Liens; or

(b)with the prior written consent of the Administrative Agent.

SECTION 6.02 Mergers. No Obligor (other than the Guarantor) shall enter into any amalgamation, demerger, merger or corporate reconstruction (other than intercompany mergers and amalgamations which would not otherwise lead to a contravention of this Agreement or any other Loan Document).

SECTION 6.03 Special Purpose Covenants. Unless otherwise stated, references to “Obligor” in this Section 6.03 shall be deemed, for this Section only, to exclude the Guarantor:

(a)No Obligor shall have any employees.

(b)No Obligor shall enter into any contract or agreement with any Person, or conduct any business, or otherwise create or incur any liability to any Person, other than in connection with the acquisition, chartering and disposition of the Security Assets, the making of Loans or otherwise as permitted by the Loan Documents and activities ancillary thereto.

(c)No Obligor shall incur any Indebtedness other than (i) Indebtedness normally associated with the day to day operation of the Collateral Vessels, or otherwise in the normal course of business, (ii) Indebtedness under the Related Contracts and the Loan Documents, and (iii) Indebtedness under Intra Group Loans.

(d)No Obligor (other than the Guarantor) shall principally engage in any business other than the direct or indirect ownership, operation and chartering of container vessels and any business incidental or related thereto. The Guarantor shall not principally engage in any business other than the direct or indirect ownership, operation and chartering of seagoing vessels and any business incidental or related thereto.

(e)No Obligor shall own, or otherwise have title to, any deposit account or securities account other than the Charged Accounts.

(f)No Obligor shall create or own any Subsidiary except, in the case of the Borrower, any Vessel Owner.

(g)No Obligor shall be party to any Intra Group Loan Agreement unless the lender under such Intra Group Loan Agreement has fully subordinated its rights thereunder and provided certain other undertakings in accordance with Section 5.02 of the Intercreditor Agreement and, in no circumstances, shall the maturity date in respect of any such Intra Group Loan occur on or prior to the Maturity Date.

SECTION 6.04 Payment of dividends. No Obligor shall pay any dividends or make any other distributions (whether by loan or otherwise) to shareholders unless, (a) under Applicable Law

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and accounting principles in its jurisdiction of incorporation, it is entitled to pay such dividends or make such other distribution, and (b) no Default has occurred and is continuing.

SECTION 6.05 Vessel Substitutions. A Vessel Owner may not substitute a Collateral Vessel with one or more vessels (each a “Substitute Vessel”) unless such vessel substitution is completed subject to and in accordance with the following conditions:

(a)the Borrower provides notice thereof at least five (5) Business Days prior to the date that it wishes the Substitute Vessel to become a Collateral Vessel and the existing Collateral Vessel to be released as a Collateral Vessel;

(b)each Substitute Vessel satisfies the requirements for being a Collateral Vessel hereunder and, on the date on which it becomes a Collateral Vessel, the Administrative Agent shall receive all conditions precedent it would be entitled to receive under Article IV in form and substance satisfactory to the Administrative Agent;

(c)the Borrower provides a Compliance Certificate evidencing such substitution will not give rise to a Default, a Concentration Limit Event, a breach of the Guarantor Financial Covenants, a BB Event or a DSCR Cash Sweep Event, assuming for the purposes of the calculation of such requirements that the substitution had taken place, and no such event shall be continuing; and

(d)such Substitute Vessel shall become a Collateral Vessel on the same date as the existing Collateral Vessel ceases to be a Collateral Vessel for the purposes of the Loan Documents.

SECTION 6.06 Vessel Dispositions and Removals. A Vessel Owner may not sell or dispose of a Collateral Vessel (a “Vessel Disposition”) unless the Vessel Disposition is completed subject to and in accordance with the following conditions:

(a)the Administrative Agent shall have received five (5) Business Days’ prior written notice (a “Disposition Notice”) of any such Vessel Disposition from the Borrower, and such Disposition Notice shall specify the proposed date of the Vessel Disposition, the relevant Collateral Vessel subject of the Vessel Disposition, the proposed buyer, the purchase price, levels of cash deposit and/or letter of credit provided by or on behalf of the proposed buyer and the anticipated Net Sale Proceeds (it being acknowledged that such information may change);

(b)such Vessel Disposition shall not be permitted if, after giving effect to the application of the proceeds thereof, a Default, Concentration Limit Event, breach of the Guarantor Financial Covenants, BB Event or DSCR Cash Sweep Event would occur;

(c)such Vessel Disposition shall not be permitted at any time when a Default, a Concentration Limit Event, a breach of the Guarantor Financial Covenants, a BB Event or a DSCR Cash Sweep Event is continuing, unless such Vessel Disposition or the application of the proceeds thereof would cure such Default, Concentration Limit Event, breach of the Guarantor Financial Covenants, BB Event or DSCR Cash Sweep Event, as applicable; and

(d)the Administrative Agent shall have received no later than three (3) Business Days prior to the date of such Vessel Disposition a written confirmation from the Borrower:

(i)confirming that such Vessel Disposition is proceeding;

(ii)confirming the date on which such Vessel Disposition is scheduled to be completed (it being acknowledged that such date may change);

(iii)incorporating a representation and warranty from the Borrower in connection with the matters referred to in subsections (b) and (c) above and certifying the BB Ratio and DSCR Ratio following such Vessel Disposition (including the supporting calculations).

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In addition, a Vessel Owner may from time to time designate any Collateral Vessel to cease to be a Collateral Vessel, and thereby cause such Collateral Vessel to cease to be subject to the terms and conditions of this Agreement, so long as the Vessel Owner would be permitted pursuant to the above provisions to sell or dispose of such Collateral Vessel in circumstances where the proceeds thereof are zero, assuming that all references to any disposition of such Collateral Vessel pursuant to the above provisions referred instead to its removal as a Collateral Vessel.

SECTION 6.07 Year end. No Obligor shall change its financial year end except with prior notice to the Administrative Agent and, in the case of any Obligor other than the Guarantor, prior consent of the Administrative Agent (not to be unreasonably withheld or delayed).

SECTION 6.08 Related Contracts. Subject to Obligors’ right to release, substitute and dispose of Collateral Vessels, no Obligor shall take any action, enter into any document or agreement or omit to take any action or to enter into any document or agreement which would, or would reasonably be expected to, cause any Obligatory Insurances or Management Agreement to cease to remain in full force and effect and shall use commercially reasonable efforts to procure that each other party to such Related Contract does not take any action, enter into any document or agreement or omit to take any action or to enter into any document or agreement which would, or could reasonably be expected to, cause such Related Contract to cease to remain in full force and effect.

SECTION 6.09 Financial Covenants.

(a)Borrowing Base Ratio. If on any BB Test Date it is determined that a BB Event has occurred and is continuing, the Borrower shall, on the next Payment Date, prepay the Loan in accordance with Section 4.02(a)(viii) of the Intercreditor Agreement; provided that the Borrower shall be permitted to deposit or pledge Additional Security pursuant to Section 6.10 in an amount sufficient to ensure that a BB Event is not continuing after giving effect to such pledge or deposit.

(b)Debt Service Coverage Ratio. On any Test Date a DSCR Cash Sweep Event shall occur if the DSCR Ratio is less than 1.25:1.

(c)Consolidated Tangible Net Worth. The Guarantor must ensure that its Consolidated Tangible Net Worth always equals or exceeds four hundred and fifty million Dollars ($450,000,000).

(d)Gearing. The Guarantor must ensure that its Total Borrowings are always less than 75% of its Total Assets.

(e)Interest and Principal Coverage Ratio. The Guarantor must ensure that its Interest and Principal Coverage Ratio is always greater than or equal to 1.1:1.

(f)Guarantor Cross Default. The Guarantor must ensure its Indebtedness is paid when due (having due regard to any applicable grace period), provided that it shall not be a breach of this subsection if the Guarantor fails to pay its Indebtedness when due but the aggregate amount of such Indebtedness is less than $100,000,000 or its equivalent.

Each of the Guarantor Financial Covenants set forth in Sections 6.09(c) to (f) (inclusive) above shall be tested on each Determination Date by reference to each rolling twelve (12) month Measurement Period, and compliance shall be evidenced in the Compliance Certificates.

SECTION 6.10 Creation of Additional Security. The value of any additional security which the Borrower offers to provide pursuant to Section 6.09(a) will only be taken into account for the purposes of determining the BB Ratio if and when:

(a)that additional security, its value and the method of its valuation have been approved by the Administrative Agent (and, where required, the holders of any Additional Secured Debt), provided that (i) cash and (ii) any vessel which could be a Substitute Vessel (by meeting the criteria set

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forth in Section 6.05 and said conditions are met (other than, for the avoidance of doubt, the removal of any Collateral Vessel)), shall be approved additional security;

(b)a Security Interest over that security has been constituted in favor of the Security Trustee in an approved form and manner;

(c)the Loan Documents have been unconditionally amended in such a manner as the Administrative Agent and Borrower reasonably agree in consequence of that additional security being provided; and

(d)the Administrative Agent, or its duly authorized representative, has received such documents and evidence it may reasonably require in relation to that amendment and additional security including documents and evidence of the type referred to in Article IV in relation to that amendment and additional security and its execution and (if applicable) registration.

SECTION 6.11 No amendment to Related Contracts. No Obligor shall amend or agree to any material amendment to the Obligatory Insurances or the Management Agreements without the prior written consent of the Administrative Agent.

SECTION 6.12 Anti-Corruption law. (a) Each Obligor and its Subsidiaries shall conduct their business in compliance with Anti-Corruption Laws; and (b) Each Obligor shall ensure that no proceeds of the Program Debt will be applied in a manner or for a purpose prohibited by Anti-Corruption Laws.

SECTION 6.13 Sanctions. (a) Each Obligor shall ensure that no proceeds of the Program Debt will be made available, directly or, to the knowledge of the Obligors, indirectly, to or for the benefit of, or used to fund any activities with or business of a Sanctioned Person, or in any country territory that, at the time of such funding, is the subject of Sanctions, or otherwise applied in a manner or for a purpose prohibited by Sanctions or Anti-Corruption Laws, or which would result in a violation of Sanctions by any Person (including any Person participating in the Program Debt, whether as underwriter, advisor, investor, lender, hedge provider, facility or security agent or otherwise); (b) each Obligor and its Subsidiaries shall remain in compliance with all Sanctions and shall implement a policy for Sanctions in line with the requirements in this Agreement; (c) no Obligor nor their respective Subsidiaries shall fund all or part of any repayment required to be made pursuant to Program Debt out of proceeds directly or indirectly derived from any business, activities or transactions which would be prohibited by Sanctions or which would otherwise cause any Person or a Lender to be in breach of Sanctions or to otherwise become the subject or target of Sanctions; (d) no Obligor nor their respective Subsidiaries shall (and shall procure that no Charterer of any Collateral Vessel will) operate, possess, use, dispose of or otherwise deal with, or procure or allow the ownership, operation, possession, use, disposal of or any other dealing with, each Collateral Vessel or part thereof for any purpose or to any Person which would violate or cause any Finance Party to violate, when and as applicable, any Sanctions, any anti-terrorism law or any Anti-Corruption Law in each case applicable to it; and (e) no Obligor will permit the use or operation of any Collateral Vessel (i) in any country or territory that at such time is the subject of Sanctions, (ii) by a Sanctioned Person, or (iii) in any other manner that will result in a violation by any Person, the Finance Parties or any other Person participating in the Program Debt (whether as underwriter, advisor, investor or otherwise) of Sanctions.

SECTION 6.14 Additional Secured Debt. Each Obligor shall ensure that the terms of any Program Debt Documents (or any amendments thereto and restatements thereof) entered into after the date hereof (other than terms related to interest rates and fees), shall (i) not be on more beneficial terms to the relevant Secured Parties thereunder than the terms of the Loan Documents are to the Finance Parties, and (ii) if such Additional Secured Debt shall be of the same facility or debt instrument type as the Obligations arising hereunder, not amortize more quickly, or have a shorter term, than the Obligations (unless prior to the effectiveness of such Program Debt Document or its amendment and/or restatement,

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such amendments are made to the Loan Documents to ensure the terms of the Loan Documents are at least as favorable as the terms of the relevant Program Debt Documents).

ARTICLE VII

EVENTS OF DEFAULT

SECTION 7.01 Events of Default. If any of the following events (each, an “Event of Default”) shall occur:

(a)any Obligor shall fail to pay any amount payable by it under the Loan Documents in the manner required under the Loan Documents, unless the non-payment is remedied within three Business Days of the due date;

(b)an Obligor shall fail to comply with any term of Sections 3.22, 5.26, 5.27(a), (b), (c) and (f), 6.01, 6.03, 6.09(c) to (e), 6.12 and 6.13;

(c)an Obligor shall fail to comply with any other term of the Loan Documents not already referred to in Section 7.01(b) above (excluding Section 5.34), unless the non-compliance: (i) is capable of remedy; and (ii) is remedied within thirty (30) days (or, in the case of Section 5.06(a), five (5) Business Days) of the earlier of (i) the date on which written notice of such failure is delivered to Guarantor and (ii) any Obligor having knowledge of such failure to comply;

(d)a representation made or repeated by an Obligor in any Loan Document or in any document delivered by or on behalf of the Obligor under any Loan Document is incorrect in any material respect when made or deemed to be repeated, unless the circumstances giving rise to the misrepresentation: (i) are capable of remedy; and (ii) are remedied within thirty (30) days of the earlier of (i) the date on which written notice of such misrepresentation is delivered to Guarantor and (ii) any Obligor having knowledge of such misrepresentation;

(e)a BB Event shall occur and continue uncured for more than six (6) months;

(f)any of the following occurs in respect of an Obligor: (i) any of its Indebtedness is not paid when due (after the expiry of any originally applicable grace period); (ii) any of its Indebtedness: (A) becomes prematurely due and payable; or (B) is placed on demand; or (C) is capable of being declared by a creditor to be prematurely due and payable or being placed on demand, in each case, as a result of an event of default (howsoever described) and after the expiry of any applicable grace period; or (iii) any commitment for its Indebtedness is cancelled or suspended as a result of an event of default (howsoever described), unless, in the case of the Guarantor, the aggregate amount of Indebtedness falling within (i) to (iii) above is less than US$100,000,000 or its equivalent;

(g)any of the following occurs in respect of an Obligor: (i) it is deemed for the purposes of any Applicable Law to be unable to pay its debts as they fall due or insolvent; (ii) it admits its inability to pay its debts as they fall due; (iii) it suspends making payments on any of its debts or announces an intention to do so; or (iv) a moratorium is declared in respect of any of its indebtedness, provided that if a moratorium occurs in respect of an Obligor, the ending of the moratorium will not remedy any Event of Default caused by the moratorium;

(h)any of the following occurs in respect of an Obligor: (i) any step is taken with a view to a moratorium, a composition, assignment or similar arrangement with any of its creditors; (ii) a meeting of its shareholders, directors or other officers is convened for the purpose of considering any resolution to petition for or to file documents with a court for its winding-up, administration or dissolution or any such resolution is passed; (iii) any Person presents a petition, or files documents with a court for its winding-up, administration or dissolution; (iv) an order for

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its winding-up, administration or dissolution is made; (v) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, receiver and manager, administrative receiver, administrator or similar officer is appointed in respect of it or any of its assets; (vi) its directors, shareholders or other officers request the appointment of or give notice of their intention to appoint a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, receiver and manager, administrative receiver, administrator or similar officer; or (vii) any other analogous step or procedure is taken or appointment is made in any jurisdiction, provided that subsections (i) to (vii) above shall not apply to a frivolous or vexatious petition for winding-up presented by a creditor in respect of an Obligor which is being contested in good faith and with due diligence and is discharged or struck out within, in the case of an Obligor (other than Guarantor), forty-five (45) days or, in the case of the Guarantor, sixty (60) days;

(i)any attachment, sequestration, distress, execution, enforcement action or analogous event affects any asset(s) of the Obligors and, in relation to the Guarantor only, the same is not discharged or stayed pending appeal within sixty (60)days;

(j)an Obligor suspends, ceases, or threatens to suspend, cease, to carry on all or, in the case of the Guarantor, a material portion of its business, provided that lay-up of a Collateral Vessel or other action in the ordinary course of business shall not constitute a suspension of business by a Vessel Owner for these purposes;

(k)(i) an Obligor (other than Guarantor) fails to comply with or pay any sum due from it under any final judgment or any final order made or given by any court of competent jurisdiction in a non-appealable judgment or order with respect to which the amount in controversy exceeds $5,000,000 or (ii) Guarantor fails to comply with or pay any sum due from it under any final judgment or any final order made or given by any court of competent jurisdiction in a non-appealable judgment or order with respect to which the amount in controversy exceeds $100,000,000;

(l)the Borrower ceases to be a direct wholly owned Subsidiary of the Guarantor;

(m)any Obligor (other than the Borrower or the Guarantor) ceases to be a wholly owned subsidiary of the Borrower, except in connection with a permitted disposal of a Collateral Vessel in accordance with the Loan Documents;

(n)it is or becomes unlawful for an Obligor to perform any of its material obligations under the Loan Documents or any Related Contract as a result of the act or inaction of an Obligor; or any material provision of a Loan Document is not effective or is alleged by the Borrower to be ineffective for any reason; or any material provision of a Loan Document is not effective or is alleged by any party (other than a Finance Party, the Borrower or the Account Bank) to be ineffective for any reason; or an Obligor repudiates any material provision of a Loan Document or evidences an intention to repudiate any material provision of a Loan Document; or any party (other than a Finance Party or the Account Bank) repudiates or rescinds any material provision of a Loan Document or evidences an intention to repudiate or rescind any material provision of a Loan Document;

(o)any of the Security Documents ceases to be valid in any material respect or any of those Security Documents creating a Security Interest in favor of the Security Trustee ceases to provide a perfected first priority security interest in favor of the Security Trustee as a result of the act or inaction of an Obligor, provided that no Event of Default shall occur under this provision (i) if (A) the applicable Security Documents relate to certain Collateral Vessels only and the Asset Values of such Collateral Vessels account for no more than seven point five per cent. (7.5%) of the aggregate Asset Values of all Collateral Vessels, and (B) the Borrower remedies such circumstances within 10 days (and during such period the Borrower is diligently taking action to remedy such circumstances), or (ii) if, on the date any Security Document to which a Collateral Vessel or the applicable Vessel Owner is subject ceases to be valid in any material respect or any Security Document creating a Security Interest in such Collateral Vessel or the applicable Vessel Owner in favor of the Security Trustee ceases to provide a perfected first priority security interest

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in favor of the Security Trustee in such Collateral Vessel or the applicable Vessel Owner, such Collateral Vessel is subject to a Vessel Disposition or otherwise ceases to be a Collateral Vessel under and in accordance with the provisions of Sections 6.05 or 6.06;

(p)[Reserved];

(q)the registration of any Collateral Vessel at the registry of any Approved Flag State is cancelled or any Collateral Vessel is arrested or otherwise detained and such Collateral Vessel is not released within thirty (30) days, provided that no Event of Default shall occur under this provision (i) if (A) the applicable circumstances relate to certain Collateral Vessels only and the Asset Values of such Collateral Vessels account for no more than ten per cent. (10%) of the aggregate Asset Values of all Collateral Vessels, and (B) the Borrower remedies such circumstances within 10 days (and during such period the Borrower is diligently taking action to remedy such circumstances), which period shall, in the case of any arrest or detention be in addition to the thirty (30) day period above, or (ii) if, on the date of the applicable cancellation in the case of any cancellation of the registration of any Collateral Vessel at the registry of any Approved Flag State or prior to the expiry of the thirty (30) day in the case of arrest or detention of a Collateral Vessel, such Collateral Vessel is subject to a Vessel Disposition or otherwise ceases to be a Collateral Vessel under and in accordance with the provisions of Sections 6.05 or 6.06;

(r)any Obligor, or anyone acting through an Obligor, makes any withdrawal from, or instructs an Account Bank to make any payment from, any Charged Account, other than in accordance with Article IV of the Intercreditor Agreement;

(s)any other event or circumstance occurs which gives rise to a Material Adverse Effect;

then, and in every such event (other than an event with respect to the Borrower described in clause (g) or (h) of this Section), and at any time thereafter during the continuance of such event, the Administrative Agent may (but without any obligation to do so), and at the request of the Required Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times:

(i)terminate the Commitments, and thereupon the Commitments shall terminate immediately;

(ii)declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower;

(iii)[Reserved]; and

(iv)exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents and/or in respect of the Security Assets;

provided that, in case of any event with respect to the Borrower described in clause (g) or (h) of this Section, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other Obligations accrued hereunder, shall automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

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ARTICLE VIII

AGENCY

SECTION 8.01 Appointment and Authority. Each of the Lenders hereby irrevocably appoints the Administrative Agent to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent shall, unless a contrary indication appears in a Loan Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Administrative Agent in accordance with any instructions given to it by (a) all Lenders or the relevant proportion of the Lenders if the relevant Loan Document stipulates the matter is, as applicable, an all Lender decision or a decision requiring some specified proportion of the Lenders and (b) in all other cases, the Required Lenders. Except as otherwise provided in Section 8.06(b), the provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Document (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

SECTION 8.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall, if applicable, have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity, if applicable. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

SECTION 8.03 Exculpatory Provisions.

(a)The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(i)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(iii)shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

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(b)The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 8.01 and 9.02), or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent in writing by the Borrower or a Lender.

(c)The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

(d)If a payment is made by the Administrative Agent (or its Affiliates) in error or if a Lender or another recipient of funds is not otherwise entitled to receive such funds, then such Lender or recipient shall promptly following demand, but in any event not later than two Business Days following such demand, repay to the Administrative Agent the portion of such payment that was made in error (or otherwise not intended to be received) in same day funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent (or its Affiliate) to such Lender or recipient to the date such amount is repaid to the Administrative Agent in same day funds at the applicable overnight rate from time to time in effect. Each Lender and other party hereto waives the discharge for value defense in respect of any such payment.

SECTION 8.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

SECTION 8.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that

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the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

SECTION 8.06 Resignation of Administrative Agent.

(a)The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation of such retiring Administrative Agent shall become effective in accordance with such notice on the Resignation Effective Date.

(b)With effect from the Resignation Effective Date (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

SECTION 8.07 Non-Reliance on Agents and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Agent or Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

SECTION 8.08 No Other Duties. Anything herein to the contrary notwithstanding, the Structuring Agent, the Global Coordinator, the Mandated Lead Arrangers and the Co-Sustainability Coordinators, each listed on the cover page hereof, shall not have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.

SECTION 8.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the

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Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(a)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Section 9.03) allowed in such judicial proceeding; and

(b)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section 9.03.

SECTION 8.10 Intercreditor Agreement

Each of the Lenders and each Hedge Counterparty hereby instructs the Administrative Agent to enter into the Intercreditor Agreement and agrees, for the enforceable benefit of all holders of all existing and future Secured Obligations and each existing and future Secured Lien Representative, to each of the matters set out in paragraphs (1) to (3) of the definition of Lien Sharing and Priority Confirmation in the Intercreditor Agreement.

SECTION 8.11 Erroneous Payments

(a)If the Administrative Agent (x) notifies a Finance Party, or any Person who has received funds on behalf of a Finance Party (any such Finance Party or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Finance Party or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 8.11 and held in trust for the benefit of the Administrative Agent, and such Finance Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two (2) Business Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Base Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank

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compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b)Without limiting immediately preceding clause (a), each Finance Party or any Person who has received funds on behalf of a Finance Party (and each of their respective successors and assigns), agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement or in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Finance Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case:

(i)it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii)such Finance Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 8.11(b).

For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 8.11(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 8.11(a) or on whether or not an Erroneous Payment has been made.

(c)Each Finance Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Finance Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Finance Party under any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Administrative Agent has demanded to be returned under immediately preceding clause (a).

(d)

(i)In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor in accordance with immediately preceding clause (a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender shall be deemed to have assigned its Loans (but not its Commitments) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance)), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference

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pursuant to the Platform) with respect to such Erroneous Payment Deficiency Assignment, (B) the Administrative Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender, (D) the Administrative Agent and the Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Administrative Agent will reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement.

(ii)The Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Administrative Agent on or with respect to any such Loans acquired from such Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the Administrative Agent) and (y) may, in the sole discretion of the Administrative Agent, be reduced by any amount specified by the Administrative Agent in writing to the applicable Lender from time to time.

(e)The parties hereto agree that (x) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Finance Party, to the rights and interests of such Finance Party, as the case may be) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that the Obligors’ Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of Loans that have been assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Obligor; provided that this Section 8.11 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower for the purpose of making such Erroneous Payment.

(f)To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine.

(g)    Each party’s obligations, agreements and waivers under this Section 8.11 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations

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by, or the replacement of, a Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

SECTION 8.12 Certain ERISA Matters.

(a)Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true:

(i)such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments or this Agreement,

(ii)the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement,

(iii)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84- 14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement, or

(iv)such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b)In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

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ARTICLE IX

MISCELLANEOUS

SECTION 9.01 Notices; Public Information.

(a)Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or email as follows:

(i) if to the Borrower, to it at Unit 2, 16/F., W668 Building, Nos. 668 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong, China, Attention of Chief Financial Officer (Facsimile No. +852 3010 1868; Telephone No. +852 3588 9400; Email: gtalbot@atlascorporation.com and legal@seaspanltd.ca);

(ii)if to the Guarantor, to it at Unit 2, 16/F., W668 Building, Nos. 668 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong, China, Attention of Chief Financial Officer (Facsimile No. +852 3010 1868; Telephone No. +852 3588 9400; Email: gtalbot@atlascorporation.com and legal@seaspanltd.ca);

(iii)if to the Administrative Agent, to Citibank, N.A. at Citibank Delaware, 1615 Brett Road, OPS III, New Castle, DE 19720, USA, Attention of Agency Operations (Facsimile No. +1 (646) 274-5080; Telephone No. +1 (302) 894-6010; Email: GlAgentOfficeOps@Citi.com);

(iv)[Reserved]; and

(v)if to a Lender, to it at its address (or facsimile number or email address) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b)Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail, FpML, and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

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(c)Change of Address, etc. Any party hereto may change its address, email, telephone or facsimile number for notices and other communications hereunder by written notice to the other parties hereto.

(d)Platform.

(i)The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make the Communications (as defined below) available to the Lenders by posting the Communications on the Platform.

(ii)The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender or any other Person or entity for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of communications through the Platform. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower pursuant to any Loan Document or the transactions contemplated therein that is distributed to the Administrative Agent or any Lender by means of electronic communications pursuant to this Section, including through the Platform.

(e)[Reserved]

SECTION 9.02 Waivers; Amendments.

(a)    No Waiver; Remedies Cumulative; Enforcement. No failure or delay by the Administrative Agent or any Lender in exercising any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege, or any abandonment or discontinuance of steps to enforce such a right, remedy, power or privilege, preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges of the Administrative Agent and the Lenders hereunder and under the Loan Documents are cumulative and are not exclusive of any rights, remedies, powers or privileges that any such Person would otherwise have.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Obligors (and to direct or instruct the Security Trustee in accordance with the Intercreditor Agreement) shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.01 for the benefit of all the Lenders; provided that the foregoing shall not prohibit (i) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (ii) [Reserved], (iii) any Lender from exercising setoff rights in accordance with Section 9.08 (subject to the terms of Section 2.12) or (iv) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (x) the Required Lenders shall have the rights otherwise provided to the Administrative Agent pursuant to Section 8.01 and (y) in addition to the matters set forth in clauses (ii), (iii) and (iv) of the preceding proviso and subject to Section 2.12, any Lender may, with the consent of the Required Lenders, enforce any rights or remedies available to it and as authorized by the Required Lenders.

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(b)    Amendments, Etc. Except as otherwise expressly set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing executed by the Guarantor, the Borrower and the Required Lenders, and acknowledged by the Administrative Agent, or by the Guarantor, the Borrower and the Administrative Agent with the consent of the Required Lenders, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that no such amendment, waiver or consent shall:

(i)    extend or increase any Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Article IV or the waiver of any Default shall not constitute an extension or increase of any Commitment of any Lender);

(ii)    reduce the principal of, or rate of interest specified herein on, any Loan or any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly and adversely affected thereby (provided that only the consent of the Required Lenders shall be necessary (x) to amend the definition of “Default Rate” or to waive the obligation of the Borrower to pay interest at the Default Rate or (y) to amend any financial covenant (or any defined term directly or indirectly used therein), in each case even if the effect of such amendment would be to reduce the rate of interest on any Loan or other Obligation or to reduce any fee payable hereunder);

(iii)    postpone any date scheduled for any payment of principal of, or interest on, any Loan or any fees or other amounts payable hereunder or under any other Loan Document, or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender directly and adversely affected thereby;

(iv)    change Section 2.12 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby;

(v)    waive any condition set forth in Article IV without the written consent of, in the case of any condition set forth in Section 4.01, Section 4.02(h) and Section 4.04(e), each Lender and, in the case of any other condition set forth in Article IV, the consent of the Required Lenders but as if the reference in the definition of Required Lenders to “50%” referred to “662/3%”;

(vi)    [Reserved];

(vii)    waive or amend any provision of Sections 3.22, 6.12 or 6.13 and any related sanctions definitions therein without the consent of each Lender; or

(viii)    change any provision of this Section or the percentage in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;

provided, further, that no such amendment, waiver or consent shall amend, modify or otherwise affect the rights or duties hereunder or under any other Loan Document of (A) the Administrative Agent, unless in writing executed by the Administrative Agent, (B) [Reserved], and (C) any Hedge Counterparty, unless in writing executed by such Hedge Counterparty, in each case in addition to the Borrower and the Lenders required above, provided that the consent of any Hedge Counterparty shall only be required in these circumstances if the applicable Hedge Counterparty or an Affiliate of that Hedge Counterparty is a Lender and if the applicable amendment, waiver or consent has the effect of (1) changing the position or priority of any Hedge Counterparty in the application of payments as set out in Section 4.02 of the Intercreditor Agreement; (2) changing the entitlement of any Hedge Counterparty to share in the Collateral and/or its interest therein; or (3) imposing an obligation on any Hedge Counterparty.

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Notwithstanding anything herein to the contrary, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent that by its terms requires the consent of all the Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders, except that (x) the Commitment of any Defaulting Lender may not be increased or extended, or the maturity of any of its Loan may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting Lender.

In addition, notwithstanding anything in this Section to the contrary, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders to the Administrative Agent within ten Business Days following receipt of notice thereof.

SECTION 9.03 Expenses; Indemnity; Damage Waiver.

(a)Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Lenders, the Administrative Agent and their Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent, where applicable, in accordance with previously agreed fee arrangements) in connection with the syndication of the Loans, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents, or any amendments, modifications or waivers of the provisions hereof or thereof, including in connection with the implementation of a Benchmark Replacement and/or any Benchmark Replacement Conforming Changes pursuant to Section 2.17 (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) [Reserved], and (iii) all out-of-pocket expenses incurred by the Administrative Agent or any Lender (including the documented fees, charges and disbursements of one counsel for the Administrative Agent and one additional counsel in any applicable local jurisdiction, one counsel for the Lenders as a whole (and one additional counsel in the event of an actual conflict of interest) and, in each case, such other counsel as may be agreed with the Borrower) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

(b)Indemnification by the Borrower. The Borrower shall indemnify the Administrative Parties (and any sub-agent thereof), the Account Bank, each Lender, each Hedge Counterparty and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, (iv) any costs associated with any Default hereunder or the enforcement of the Security Documents or acceleration of the Loans, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses

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are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(c)Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity.

(d)Waiver of Consequential Damages, Etc. To the fullest extent permitted by Applicable Law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(e)Payments. All amounts due under this Section shall be payable not later than 10 days after demand therefor.

(f)Survival. Each party’s obligations under this Section shall survive the termination of the Loan Documents and payment of the obligations hereunder.

SECTION 9.04 Successors and Assigns.

(a)Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor the Guarantor may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Assignments by Lenders. Any Lender may at any time assign or transfer to any bank, financial institution, insurance company or a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in financing loans (an “Eligible Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that the Administrative Agent shall have no duty or obligation at any time to determine if an entity constitutes an Eligible Assignee, and provided further that any such assignment shall be subject to the following conditions:

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(i)Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned.

(ii)Required Consents. The consent of the Borrower (such consent not to be unreasonably withheld or delayed, and shall be deemed given if the Borrower has not rejected the proposed assignment within 10 Business Days of the Borrower’s receipt of written request for consent) shall be required unless the assignee is a Lender or an Affiliate of a Lender (so long as such Affiliate is engaged in making commercial loans or similar extensions of credit in the ordinary course of its business), or any Event of Default has occurred and is continuing at the time of assignment.

(iii)Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $5,000; provided that the Administrative Agent may, in its sole discretion or upon instruction by the Structuring Agent, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(iv)No Assignment to Certain Persons. No such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a Subsidiary thereof or (C) (without the consent of the Borrower) to any Person who is, at the time of such assignment, a Borrower Competitor.

(v)Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.14 and 9.03 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.

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(c)Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in New York, New York a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Borrower, the Administrative Agent and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (iv) such Lender retains the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement, provided that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 9.02(b) which requires the consent of all Lenders. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.03(b) with respect to any payments made by such Lender to its Participant(s).

The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 (subject to the requirements and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 2.18 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.14 or 2.15, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.18(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.12 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e)Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

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SECTION 9.05 Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in any Loan Document or other documents delivered in connection herewith or therewith or pursuant hereto or thereto shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery hereof and thereof and the making of the Credit Extensions hereunder, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid and so long as the Commitments have not expired or been terminated. The provisions of Sections 2.13, 2.14, 9.03, 9.15 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the payment in full of the Obligations, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.

SECTION 9.06 Counterparts; Integration; Effectiveness; Electronic Execution.

(a)Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (e.g., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.

(b)Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 9.07 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section, if and to the extent that the enforceability of any provision of this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent then such provision shall be deemed to be in effect only to the extent not so limited.

SECTION 9.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement

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or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit or obligated on such indebtedness. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such set-off and application; provided that the failure to give such notice shall not affect the validity of such set-off and application.

SECTION 9.09 Governing Law; Jurisdiction; Etc.

(a)Governing Law. This Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of New York.

(b)Jurisdiction. The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by Applicable Law, in such federal court.  Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction.

(c)Waiver of Venue. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)Service of Process. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law.

SECTION 9.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS

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BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.11 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.12 Treatment of Certain Information; Confidentiality. Each of the parties or any Person who becomes a party, whether or not any such party or Person ceases to be a party, shall not (i) without the express prior written consent of the other parties, issue any press release in relation to the transactions evidenced by this Agreement and the other Loan Documents, or (ii) disclose to any other Person (other than another party to a Loan Document) the Loan Documents or any Confidential Information (as defined below), except that Confidential Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential); (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required by Applicable Laws or by any subpoena or similar legal process; (d) to any other party hereto; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any Security Document or any action or proceeding relating to this Agreement or any other Loan Document or any Security Document or the enforcement of rights hereunder or thereunder; (f) to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, in each case provided such recipient(s) have signed a confidentiality agreement consistent with this Section 9.12; (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or this Agreement or the Loans or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans; (h) to any central bank or Federal Reserve Bank to whom or for whose benefit a Lender charges, assigns or otherwise creates Security Interest (or may do so) pursuant to Section 9.04(e); (i) with the consent of the party who has provided such Confidential Information; (j) to the extent such information (x) becomes publicly available other than as a result of a breach of this Section, or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower who did not acquire such information as a result of a breach of this Section, or (k) to its auditors, legal, insurance or other professional advisors or insurers or underwriters of any member of the group of companies of which such party is a member. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents or any Lender in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.

For purposes of this Section, “Confidential Information” means this Agreement and the other Loan Documents and the transactions contemplated hereby and all information received from any other party to this Agreement or any of its Subsidiaries or any of their respective businesses, relating to such party’s business, financial or other covenants, other than any such information that is available to the receiving party on a nonconfidential basis prior to disclosure by the disclosing party; provided that, in the case of such information received after the Closing Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Confidential Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

SECTION 9.13 PATRIOT Act. The Administrative Agent and each Lender subject to the PATRIOT Act hereby notifies the Borrower that, pursuant to the requirements of the PATRIOT Act, it may be required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Administrative Agent and such Lender, which

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information includes the name and address of the Borrower and Obligors and other information that will allow the Administrative Agent and such Lender to identify the Borrower and Obligors in accordance with the PATRIOT Act. Accordingly, each party agrees to provide to the Administrative Agent and each such Lender upon their request from time to time such identifying information and documentation as may be available in order to enable the Administrative Agent and each such Lender to comply with the requirements of the PATRIOT Act.

SECTION 9.14 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts that are treated as interest on such Loan under Applicable Law (collectively, “charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with Applicable Law, the rate of interest payable in respect of such Loan hereunder, together with all charges payable in respect thereof, shall be limited to the Maximum Rate. To the extent lawful, the interest and charges that would have been paid in respect of such Loan but were not paid as a result of the operation of this Section shall be cumulated and the interest and charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the amount collectible at the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate for each day to the date of repayment, shall have been received by such Lender. Any amount collected by such Lender that exceeds the maximum amount collectible at the Maximum Rate shall be applied to the reduction of the principal balance of such Loan or refunded to the Borrower so that at no time shall the interest and charges paid or payable in respect of such Loan exceed the maximum amount collectible at the Maximum Rate.

SECTION 9.15 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect.

SECTION 9.16 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and the Structuring Agent, the Administrative Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Structuring Agent, the Administrative Agent or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Structuring Agent, the Administrative Agent and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Structuring Agent, the Administrative Agent and the Lenders, on the other hand, (iii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate and (iv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and (b) (i) the Structuring Agent, the Administrative Agent and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; (ii) none of the Structuring Agent, the Administrative Agent and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Structuring Agent, the Administrative Agent and the Lenders and their respective Affiliates may be

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engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Structuring Agent, the Administrative Agent and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by Law, the Borrower hereby waives and releases any claims that it may have against any of the Structuring Agent, the Administrative Agent and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

SECTION 9.17 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder that may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)the effects of any Bail-in Action on any such liability, including, if applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.

SECTION 9.18 QFC Provisions. The following provisions apply to the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedging Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC, a “Supported QFC”):

(a)The parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(i)In the event a Covered Entity that is party to a Supported QFC or to any QFC Credit Support (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States.

(ii)In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under

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the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support

(b)In addition, the parties agree that:

(i)Notwithstanding anything to the contrary in the Loan Documents or any other agreement, but without prejudice to the requirements of Section 9.18(a), (1) Default Rights under the Loan Documents that might otherwise apply to a Supported QFC or any QFC Credit Support may not be exercised against a Covered Party if such Default Rights are related, directly or indirectly, to a BHC Act Affiliate of such Covered Party becoming subject to Insolvency Proceedings, except to the extent such exercise would be permitted under 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable; and (2) nothing in the Loan Documents or any other agreement shall prohibit the transfer of any Covered Affiliate QFC Credit Support, any interest or obligation in or under, or any property securing, such Covered Affiliate QFC Credit Support to a Transferee upon or following a BHC Act Affiliate of the Covered Party becoming subject to Insolvency Proceedings, unless the transfer would result in the party supported thereby being the beneficiary of such Covered Affiliate QFC Credit Support in violation of any law applicable to such party.

(ii)After a BHC Act Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to the Loan Documents, any Supported QFC or any QFC Credit Support seeks to exercise any Default Right against such Covered Party with respect to such Supported QFC or such QFC Credit Support, the party seeking to exercise such Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.

(c)As used in this Section 9.18, the following terms have the following meanings;

(i)“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

(ii)“Covered Entity” means any of the following:

(A)a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(B)a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(C)a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

(iii)“Covered Affiliate QFC Credit Support” means, in respect of a Supported QFC to which a Covered Party is the direct party, QFC Credit Support provided by a Covered Party that is a BHC Act Affiliate of such direct party.

(iv)“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

(v)“Insolvency Proceeding” means a receivership, insolvency, liquidation, resolution, or similar proceeding.

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(vi)“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

(vii)“Transferee” means, in respect of any Covered Affiliate QFC Credit Support, a Person to whom such Covered Affiliate QFC Credit Support is transferred upon the provider of such Covered Affiliate QFC Credit Support becoming subject to Insolvency Proceedings or thereafter as part of its resolution, restructuring, or reorganization.

SECTION 9.19 Amendment and Restatement.

(a)This Agreement shall be deemed to be an amendment to and restatement of the First Restated Credit Agreement, and the First Restated Credit Agreement as amended and restated hereby shall remain in full force and effect and is hereby ratified and confirmed in all respects. This Agreement is not intended to constitute, nor does it constitute, an interruption, suspension of continuity, satisfaction, discharge of prior duties, novation, or termination of the First Restated Credit Agreement or the liens, security interests, loans, guarantees, liabilities, expenses, or obligations under the First Restated Credit Agreement, or the collateral thereunder. Each of the Obligors affirms its duties and obligations under the terms of the First Restated Credit Agreement (as amended and restated by this Agreement). This Agreement amends and restates the First Restated Credit Agreement in its entirety and any obligation thereunder shall be deemed to be outstanding under this Agreement. If there is a conflict between the First Restated Credit Agreement and this Agreement, this Agreement shall govern from and after the Restatement Date. Upon the Restatement Date, each reference to the First Restated Credit Agreement in any other Secured Debt Document or in any other document, instrument or agreement shall mean and be a reference to the First Restated Credit Agreement as amended and restated by this Agreement.

(b)Each Obligor hereby expressly acknowledges and agrees that as at the Restatement Date the Term Loan Required Payments (reflecting drawn Term Loan Commitments) which are outstanding are set out in the Repayment Schedule prepared as of the Restatement Date set forth in Schedule 2.03.

(c)Each Obligor hereby (i) expressly acknowledges the terms of this Agreement, (ii) ratifies and affirms its obligations under the Loan Documents (including guarantees and security agreements) executed by such Obligor and (iii) acknowledges, renews and extends its continued liability under all such Loan Documents and agrees such Loan Documents remain in full force and effect, including with respect to the obligations of the Borrower as modified by this Agreement. Each Obligor further represents and warrants to each Secured Party that after giving effect to this Agreement, neither the modification of the First Restated Credit Agreement effected pursuant to this Agreement, nor the execution, delivery, performance or effectiveness of this Agreement (A) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Secured Debt Document (as such term is defined in the First Restated Credit Agreement), and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (B) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

(d)Each Obligor hereby agrees, acknowledges and affirms that (i) each of the Loan Documents to which it is a party shall remain in full force and effect and shall constitute security for all Obligations pursuant to the First Restated Credit Agreement as amended and restated hereby, and (ii) any reference to the First Restated Credit Agreement appearing in any other Secured Debt Document shall on and after the Restatement Date be deemed to refer to the First Restated Credit Agreement as amended and restated hereby. In furtherance of the foregoing, each Obligor hereby confirms the security interest in the Collateral granted by it in favor of the Security Trustee pursuant to each Collateral Document to which it is a party.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

BORROWER

SEASPAN HOLDCO III LTD.

By /s/ Bing Chen
Name: Bing Chen
Title: President

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GUARANTOR

SEASPAN CORPORATION

By /s/ Graham Talbot
Name: Graham Talbot
Title: Chief Financial Officer

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ADMINISTRATIVE AGENT

CITIBANK, N.A.,

as Administrative Agent

By /s/ Marion O'Connor
Name: Marion O'Connor
Title: Senior Trust Officer

#4858-9314-8498

STRUCTURING AGENT

CITIBANK, N.A.,

as Structuring Agent    

    By /s/ Martin Conkey

    Name: Martin Conkey

    Title: Attorney-In-Fact

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LEAD SUSTAINBILITY COORDINATOR

SOCIÉTÉ GÉNÉRALE, HONG KONG BRANCH, a public limited company incorporated in France, acting through its Hong Kong Branch,

as Lead Sustainability Coordinator

By /s/ Ting Zhang
Name: Ting Zhang
Title: Director, Shipping & Offshore Finance

By /s/ David Gore
Name: David Gore
Title: Managing Director, Head of Asset Finance

#4858-9314-8498

LENDERS AND OTHER AGENTS

CITIBANK, N.A.,

as Global Coordinator and as Co-Sustainability Coordinator

By /s/ Martin Conkey
Name: Martin Conkey
Title: Attorney-In-Fact

#4858-9314-8498

BANK OF MONTREAL,

as Mandated Lead Arranger and Co-Sustainability Coordinator

    By /s/ Ben Rough

    Name: Ben Rough

    Title: Director

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LAND BANK OF TAIWAN, CO., LTD. (INCORPORATED IN TAIWAN), HONG KONG BRANCH,

as Lender

    By /s/ Lin, Min Kuei

    Name:Lin, Min Kuei

    Title: VP & General Manager

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WELLS FARGO BANK, N.A.,

as Lender and Co-Sustainability Coordinator

    By /s/ Jerri Kallam

    Name: Jerri Kallam

    Title: Managing Director

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BANK OF AMERICA, N.A.,

as Lender

    By /s/ Daryl K. Hogge.

    Name: Daryl K. Hogge

    Title: Senior Vice President

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CTBC BANK CO., LTD.,

as Lender

    By /s/ Kevin Lee

    Name: Kevin Lee

    Title: Vice President

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CATHAY UNITED BANK,

as Lender

    By /s/ Winfield Wong

    Name: Winfield Wong

    Title: Chief Executive Officer

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KFW IPEX-BANK GMBH,

as Lender

    By /s/ Antonio Bonilla

    Name: Antonio Bonilla

    Title: Assistant Vice President

By /s/ Delphine Deroche
Name: Delphine Deroche
Title: Director

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THE TORONTO-DOMINION BANK,

as Lender

    By /s/ Andrei Rybianski

    Name: Andrei Rybianski

    Title: Director, Commercial National Accounts

    By /s/ Kathryn Gislason
Name: Kathryn Gislason
Title: Associate Vice President, Commercial Credit

#4858-9314-8498

CRÉDIT INDUSTRIEL ET COMMERCIAL, NEW YORK BRANCH,

as Lender

    By /s/ Andrew McKuin

    Name: Andrew McKuin

    Title: Managing Director

    By /s/ Ren Plastina
Name: Ren Plastina
Title: Managing Director

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HSBC BANK CANADA,

as Lender

    By /s/ Gunjeet Bains

    Name: Gunjeet Bains

    Title: Director, Large Corporate

    By /s/ Todd Patchell
Name: Todd Patchell
Title: VP, Region Head of Large Corporate

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STANDARD CHARTERED BANK,

as Lender

    By /s/ Su-Lin Watson

    Name: Su-Lin Watson

    Title: Managing Director

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RAYMOND JAMES BANK,

as Lender

    By /s/ Cormac Mac Lochlainn

    Name: Cormac Mac Lochlainn

    Title: SVP, Corporate Banking

#4858-9314-8498

CHANG HWA COMMERCIAL BANK, LTD,

as Lender

    By /s/ Christine Lin

    Name: Christine Lin

    Title: VP & General Manager

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BANK OF PANHSIN,

as Lender

    By /s/ Henry Chien

    Name: Henry Chien

    Title: E.V.P & General Manager

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BNP PARIBAS,

as Lender

    By /s/ Joshua Lau

    Name: Joshua Lau

    Title: Director

    By /s/ Vivi Peng

    Name: Vivi Peng

    Title: Vice President

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BNP PARIBAS,

as Mandated Lead Arranger

    By /s/ Joshua Lau

    Name: Joshua Lau

    Title: Director

    By /s/ Vivi Peng

    Name: Vivi Peng

    Title: Vice President

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FÉDÉRATION DES CAISSES DESJARDINS DU QUÉBEC,

as Lender

    By /s/ Jonathan Raiken

    Name: Jonathan Raiken

    Title: Managing Director

    By /s/ Gian Guerrerro

    Name: Gian Guerrerro

    Title: Director

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MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD., OFFSHORE BANKING BRANCH,

as Lender

    By /s/ Chien-Chuang Chien

    Name: Chien-Chuang Chien

    Title: SVP & GM

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E.SUN COMMERCIAL BANK, LTD., HONG KONG BRANCH,

as Lender

    By /s/ Tsun-Jen Ke, Jeff

    Name: Tsun-Jen Ke, Jeff

    Title: General Manager

    By_________________________

    Name:

    Title:

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TAISHIN INTERNATIONAL BANK,

as Lender

    By /s/ Fred Sing

    Name: Fred Sing

    Title: Senior Vice President

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EXPORT DEVELOPMENT CANADA,

as Lender

    By /s/ Michael Lambe

    Name: Michael Lambe

    Title: Senior Financing Manager

    By /s/ Sedami Koutangni

    Name: Sedami Koutangni

    Title: Financing Manager

#4858-9314-8498

FIRST COMMERCIAL BANK, LTD. HONG KONG BRANCH,

(incorporated in Taiwan with limited liability)
as Lender

    By /s/ Diau Ren Ti

    Name: Diau Ren Ti

    Title: S.A.V.P & Deputy General Manager

By /s/ Lu Ching Kei

    Name: Lu Ching Kei

    Title: A.V.P & Deputy Manager

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SOCIÉTÉ GÉNÉRALE, HONG KONG BRANCH, a public limited company incorporated in France, acting through its Hong Kong Branch,

as Lender and Mandated Lead Arranger

    By /s/ Ting Zhang

    Name: Ting Zhang

    Title: Director, Shipping and Offshore Finance

    By /s/ David Gore

    Name: David Gore

    Title: Managing Director, Head of Asset Finance

#4858-9314-8498

EX-4.52

Exhibit 4.52

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 OTHER SECURED PARTIES FROM TIME TO
TIME PARTY HERETO,

UMB BANK, NATIONAL ASSOCIATION,
as Security Trustee

and

CITIBANK, N.A.,
as Administrative Agent

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TABLE OF CONTENTS

Page

ARTICLE I Definitions; Principles of Construction
SECTION 1.01.Defined Terms	2
SECTION 1.02.Rules of Interpretation	11
ARTICLE II The Trust Estate
SECTION 2.01.Declaration of Trust	12
SECTION 2.02.Equal and Ratable Sharing of Collateral by Holders of Secured Obligations	13
ARTICLE III Obligations and Powers of Security Trustee
SECTION 3.01.Undertaking of the Security Trustee	14
SECTION 3.02.Release or Subordination of Liens	15
SECTION 3.03.Enforcement of Liens	15
SECTION 3.04.Application of Proceeds	16
SECTION 3.05.Powers of the Security Trustee	16
SECTION 3.06.Documents and Communications	16
SECTION 3.07.For Sole and Exclusive Benefit of Holders of Secured Obligations	16
SECTION 3.08.Additional Secured Debt	16
SECTION 3.09.Release of Collateral	18
ARTICLE IV Cash Management
SECTION 4.01.Accounts	18
SECTION 4.02.Application of Proceeds	19
SECTION 4.03.Required Hedging	22
ARTICLE V Guarantee and Subordination
SECTION 5.01.Guarantee and Indemnity	23
SECTION 5.02.Subordination	26
ARTICLE VI Immunities of the Security Trustee
SECTION 6.01.No Implied Duty	28
SECTION 6.02.Appointment of Agents and Advisors	28

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SECTION 6.03.Other Agreements	28
SECTION 6.04.Solicitation of Instructions	28
SECTION 6.05.Limitation of Liability	28
SECTION 6.06.Documents in Satisfactory Form	29
SECTION 6.07.Entitled to Rely	29
SECTION 6.08.Secured Debt Default	29
SECTION 6.09.Actions by Security Trustee	29
SECTION 6.10.Security or Indemnity in Favor of the Security Trustee	29
SECTION 6.11.Rights of the Security Trustee	30
SECTION 6.12.Limitations on Duty of Security Trustee in Respect of Collateral	31
SECTION 6.13.Assumption of Rights, Not Assumption of Duties	31
SECTION 6.14.No Liability for Clean-up of Hazardous Materials	32
SECTION 6.15.No Liability for Delay in Performance	32
SECTION 6.16.Electronic Transmission	32
ARTICLE VII Resignation and Removal of the Security Trustee or Co-Security Trustee
SECTION 7.01.Resignation or Removal of Security Trustee	32
SECTION 7.02.Appointment of Successor Security Trustee	33
SECTION 7.03.Succession	33
SECTION 7.04.Merger, Conversion or Consolidation of Security Trustee	33
ARTICLE VIII Miscellaneous Provisions
SECTION 8.01.Amendment	34
SECTION 8.02.Voting	35
SECTION 8.03.Further Assurances; Insurance	36
SECTION 8.04.Successors and Assigns	36
SECTION 8.05.Delay and Waiver	37
SECTION 8.06.Notices	37
SECTION 8.07.Notice Following Discharge of Secured Obligations	38
SECTION 8.08.Entire Agreement	38
SECTION 8.09.Compensation; Expenses	38
SECTION 8.10.Indemnity	39
SECTION 8.11.New Grantor Parties	39
SECTION 8.12.Severability	39
SECTION 8.13.Headings	40
SECTION 8.14.Obligations Secured	40
SECTION 8.15.Governing Law	40

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SECTION 8.16.Consent to Jurisdiction	40
SECTION 8.17.Waiver of Jury Trial	40
SECTION 8.18.Counterparts	41
SECTION 8.19.Effectiveness	41
SECTION 8.20.Continuing Nature of this Agreement	41
SECTION 8.21.Insolvency	41
SECTION 8.22.Rights and Immunities of Secured Lien Representatives and Security Trustee	41
SECTION 8.23.Amendment and Restatement	42

EXHIBIT A - Additional Secured Debt Designation

EXHIBIT B - Form of Intercreditor Joinder-Additional Secured Debt
EXHIBIT C - Form of Intercreditor Joinder (Grantor)

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This Second 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 __________, 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”).

RECITALS

    The Borrower has entered into (i) that certain loan agreement originally dated May 15, 2019 (as amended, supplemented, increased, extended, restated, renewed or otherwise modified and in effect from time to time, including as amended and restated on May 19, 2021 and as further amended and restated or about the date hereof, the “Loan Agreement”) among (inter alios) the Borrower, the Primary Guarantor, the lenders party thereto and the Administrative Agent, which provides for a credit facility to be made available in the form of a term loan, revolving loans and letters of credit, (ii) that certain loan agreement originally dated December 30, 2019 (as amended, supplemented, increased, extended, restated, renewed or otherwise modified and in effect from time to time, including as amended and restated on May 19, 2021 and as further amended and restated on or about the date hereof) among (inter alios) the Borrower, the Primary Guarantor, the lenders party thereto and the Administrative Agent, which provides for a credit facility to be made available in the form of a term loan (in each case for (i) to (ii) of the foregoing, as such credit facility may be increased from time to time in accordance with the terms of this Agreement and the Secured Debt Documents), (iii) that certain note purchase agreement dated May 21, 2021 (as amended, supplemented, increased, extended, restated, renewed or otherwise modified and in effect from time to time) among the Borrower (as issuer), the Primary Guarantor, Citibank, N.A. as note administrative agent, registrar and paying agent, Société Générale, Hong Kong Branch, as lead sustainability coordinator, and the purchasers party thereto, which provides for the issuance of senior secured notes, and (iv) that certain note purchase agreement dated May 17, 2022 (as amended, supplemented, increased, extended, restated, renewed or otherwise modified and in effect from time to time) among the Borrower (as issuer), the Primary Guarantor, Citibank, N.A. as note administrative agent, registrar and paying agent, Société Générale, Hong Kong Branch, as lead sustainability coordinator, and the purchasers party thereto, which provides for the issuance of senior secured notes. For the purposes of this Agreement, the credit facilities and secured notes identified in (ii) to (iv) constitute and are considered “Additional Secured Debt”.

The Borrower may from time to time desire to incur further indebtedness in the form of Additional Secured Debt.

From time to time the Primary Guarantor may create unsecured and subordinated intercompany obligations to the Borrower subject to this Agreement, and the Borrower may create certain unsecured and subordinated intercompany obligations to certain Obligors subject to this Agreement.

Capitalized terms used in this Agreement have the meanings assigned to them above, in Article I below, or as provided for in the Loan Agreement and any Additional Debt Document (as applicable).

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The Borrower intends to secure all current and future Secured Obligations on a first priority basis, with Liens on all current and future Collateral to the extent that such Liens have been provided for in the applicable Collateral Documents.

This Agreement sets forth the terms on which each Secured Party has appointed the Security Trustee to act as Security Trustee for the current and future holders of the Secured Obligations to receive, hold, maintain, administer and distribute the Collateral at any time delivered to the Security Trustee or the subject of the Collateral Documents, and to enforce the Collateral Documents and all interests, rights, powers and remedies of the Security Trustee with respect thereto or thereunder and the proceeds thereof.

It is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities of the parties under the First Restated Intercreditor Agreement, but that this Agreement amend and restate in its entirety the First Restated Intercreditor Agreement and re-evidence the obligations and liabilities of the parties thereunder.

The parties are willing to amend and restate the First Restated Intercreditor Agreement on the terms and conditions set forth in this Agreement.

AGREEMENT

In consideration of the premises and the mutual agreements herein set forth, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

ARTICLE I

Definitions; Principles of Construction

Section 1.01.Defined Terms. The following terms will have the following meanings:

“Act of Required Debtholders” means, as to any matter at any time a direction in writing delivered to the Security Trustee by or with the written consent of the holders of more than 50% of the sum of:

(a)    the aggregate outstanding principal amount of loans and notes constituting Secured Obligations (including the face amount of outstanding letters of credit whether or not then available or drawn); and

(b)    the aggregate unfunded commitments to extend credit which, when funded, would constitute Secured Obligations;

provided, however, that (x) the loans, notes and unfunded commitments of Defaulting Lenders and of the Borrower and its Affiliates and Subsidiaries shall be disregarded in determining the “Act of Required Debtholders” and (y) after (1) the termination or expiration of all commitments to extend credit that would constitute Secured Obligations (other than any Secured Obligations consisting of Hedging Obligations), (2) the payment in full in cash of the principal of and interest and premium (if any) on loans and notes constituting Secured Obligations (other than any undrawn letters of credit), and (3) the payment in full in cash of all other Secured Obligations other than any Secured Obligations consisting of Hedging Obligations, the term “Act of Required Debtholders” will mean direction from the holders of

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more than 50% of the sum of the aggregate Swap Termination Values; provided that the Swap Termination Values shall be reported to the Security Trustee upon request; providedfurther, that any Hedging Obligation with a Swap Termination Value that is a negative number shall be disregarded for purposes of all calculations required by the term “Act of Required Debtholders”.

For purposes of determining whether the holders of the requisite principal amount of Secured Obligations have taken any action as described above, the principal amount for purposes of voting shall be the principal in U.S. dollars, as of (i) if a record date has been set with respect to the taking of such action, such date or (ii) if no such record date has been set, the date of the taking of such action by the holders of such Indebtedness.

“Additional Debt Document” means the facility agreement, indenture, credit agreement, note purchase agreement or other agreement governing the relevant Additional Secured Debt, together, if applicable, with the “finance documents” (howsoever described) thereunder.

“Additional Debt Finance Parties” means the lenders, noteholders or equivalent pursuant to any Additional Debt Documents.

“Additional Debt Hedging Obligations” means all Hedging Obligations arising under or pursuant to the Additional Debt Documents.

“Additional Debt Representative” means, in respect of any Additional Secured Debt, the trustee, agent or representative of the holders of such Additional Secured Debt who maintains the transfer register for such Additional Secured Debt (if applicable) and (a) is appointed as a Secured Lien Representative (including for purposes related to the administration of the Collateral Documents) pursuant to the Additional Debt Documents together with its successors in such capacity and (b) has executed an Intercreditor Joinder.

“Additional Debt Secured Obligations” means (a) all principal of the loans or notes, as applicable, outstanding from time to time in respect of the Additional Secured Debt, all interest on the loans or notes, all other amounts now or hereafter payable by any Grantor under any Additional Debt Document and any fees or other amounts now or hereafter payable by any Grantor to the Additional Debt Representative or the Security Trustee for acting in its capacity as such pursuant to a separate agreement among such parties, and (b) all Additional Debt Hedging Obligations, in each case, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising.

“Additional Secured Debt” has the meaning set forth in Section 3.08(b).

“Additional Secured Debt Designation” means a notice in substantially the form of Exhibit A.

“Administrative Expenses” means in respect of the Borrower and each Vessel Owner, all costs, fees, expenses and other administration charges (i) relating to its customary corporate administration and (ii) relating to any reasonable accounting, audit, tax advisory and legal fees of such entity.

“Agreement” has the meaning set forth in the preamble.

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“Collateral” means all of the properties and assets that are (or are purported to be) from time to time subject to the Liens granted to the Security Trustee pursuant to the Collateral Documents as security for the Secured Obligations.

“Collateral Account” means the account of the Borrower maintained with Bank of Montreal with account number 0004-4624-922.

“Collateral Documents” means this Agreement, each Lien Sharing and Priority Confirmation, and all security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, deeds of hypothecation, collateral agency agreements, debentures, control agreements or other grants or transfers for security executed and delivered by any Grantor creating (or purporting to create) a Lien upon Collateral in favor of the Security Trustee, for the benefit of the Secured Parties in respect of the Secured Obligations, in each case, as amended, amended and restated, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms and Section 8.01. For greater certainty, the Loan Agreement is not a Collateral Document.

“Collection Period” means, with respect to a Payment Date, the period commencing on the first calendar day of the calendar month in which the immediately preceding Payment Date occurs (or, in the case of the initial Payment Date, commencing on the Closing Date) and ending on (and including) the Determination Date related to such Payment Date. For the avoidance of doubt, except for the first Collection Period, each Collection Period will be one of the following periods: (i) first day of March to last day of May, (ii) first day of June to last day of August, (iii) first day of September to last day of November, or (iv) first day of December to last day of February.

“Discharge of Secured Obligations” means the occurrence of all of the following:

(1)    termination or expiration of all commitments to extend credit that would constitute Secured Obligations;

(2)    either (i) the termination of any undrawn letters of creditor or (ii) the Cash Collateralization in accordance with the Loan Agreement of any undrawn letters of credit; and

(3)    unconditional and irrevocable payment in full in cash of the principal of and interest and premium (if any) on all Secured Obligations together with all other amounts then due and payable by any Obligor to the Secured Parties under the Secured Debt Documents.

“Earnings” means, in respect of a Collateral Vessel, all present and future moneys and claims which are earned by or become payable to or for the account of the Borrower or Vessel Owner in connection with the operation or ownership of that Collateral Vessel and including but not limited to: (a) freights, passage and hire moneys (howsoever earned); (b) remuneration for salvage and towage services; (c) demurrage and detention moneys; (d) all moneys and claims in respect of the requisition for hire of that Collateral Vessel; (e) payments received in respect of any off-hire insurance; (f) payments received pursuant to any Charter Guarantee relating to that Collateral Vessel; and (g) Charter Termination Fees or other payments in respect of the termination of any Charter, including without limitation, pursuant to legal proceedings, arbitration or other settlement arrangements.

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“Environmental Claim”means any claim by any Person or Persons or any governmental, judicial or regulatory authority which arises out of any breach, contravention or violation of Environmental Law or of the existence of any liability or potential liability arising from such breach, contravention or violation or the presence of Hazardous Material in contravention of Environmental Laws. In this context, claim means: a claim for damages, compensation, fines, penalties or any other payment of any kind whether or not similar to the foregoing; an order or direction to take, or not to take) certain action or to desist from or suspend certain action by any governmental, judicial or regulatory authority; and any form of enforcement or regulatory action.

“First Restated Intercreditor Agreement” means that certain First Amended and Restated Intercreditor and Proceeds Agreement dated as of May 19, 2021 by and among the parties hereto, as in effect immediately prior to the Restatement Date.

“First Revolving Facility” means the “Revolving Facility” as defined in the Loan Agreement.

“Grantor” means the Borrower, the Guarantors and any other Person that pledges any Collateral under the Collateral Documents to secure any Secured Obligation.

“Guarantee” means the guarantee granted pursuant to Section 5.01.

“Guarantor” means each of the Primary Guarantor and each Vessel Owner.

“Hedge Counterparty” means any entity that is a Lender or an Affiliate of a Lender at the time the applicable Hedging Agreement is entered into, provided that any such Hedge Counterparty shall have the right to transfer to one or more transferees all or a portion of its rights and obligations under the Hedging Agreements, provided, unless an Event of Default has occurred and is continuing, such transferee shall be (a) a Lender, (b) an Affiliate of a Lender, or (c) either (i) a bank or financial institution that, at the relevant time, has a rating for its long-term unsecured and non-credit enhanced debt obligation (or an equivalent rating) of BBB or higher by S&P Global Ratings or Fitch Ratings, Inc., or Baa2 or higher by Moody’s Investors Service, Inc., or a comparable rating from any other internationally recognized credit rating agency, or (ii) a Person whose obligations under the applicable Hedging Agreement are guaranteed by a Person meeting the requirements set out in clause (i) above.

“Hedgeable Loan Amount” means the aggregate of (i) the outstanding principal balance of the Term Loan under the Loan Agreement, and (ii) the outstanding principal (excluding the outstanding principal balance of any Revolving Loan) under the Additional Debt Documents.

“Hedging Agreement” means any agreement evidencing Hedging Obligations, entered into or to be entered into, as the context may require, between a Hedge Counterparty and the Borrower for the purpose of hedging interest rate liabilities in relation to Program Debt.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1)    interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

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(2)    other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3)    other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates, fuel prices or other commodity prices but excluding (x) clauses in purchase agreements and maintenance agreements pertaining to future prices and (y) fuel purchase agreements and fuel sales that are for physical delivery of the relevant commodity,

it being understood and agreed that, on any date of determination, the amount of such Hedging Obligations under any Hedging Agreement shall be determined based upon the “settlement amount” (or similar term) as defined under such Hedging Agreement or, with respect to a Hedging Agreement that has been terminated in accordance with its terms, the amount then due and payable under such Hedging Agreement.

“Indemnified Liabilities” means any and all liabilities (including all Environmental Liabilities), obligations, actual losses, damages (including damages as a result of claims for special, indirect or consequential damages brought by third parties), penalties, actions, claims, judgments, suits, costs, taxes, out-of-pocket expenses or disbursements (including reasonable legal fees and expenses and court costs) of any kind or nature whatsoever:

(a)    arising directly or indirectly out of or in any way connected with the ownership, possession, performance, transportation, management, sale, import to or export from any jurisdiction, control, use or operation, registration, navigation, certification, classification, management, manning, provisioning, the provision of bunkers and lubricating oils, testing, design, condition, delivery, acceptance, leasing, subleasing, chartering, insurance, maintenance, repair, service, modification, refurbishment, dry docking, survey, conversion, overhaul, replacement, removal, repossession, return, redelivery, storage, sale, disposal, the complete or partial removal, decommissioning, making safe, destruction, abandonment or loss by the Borrower or any other Person of any of the Collateral Vessels or caused by any of the Collateral Vessels becoming a wreck or an obstruction to navigation, whether or not such liability may be attributable to any defect in any of the Collateral Vessels or to the design, construction or use thereof or from any maintenance, service, repair, dry docking, overhaul, inspection or for any other reason whatsoever (whether similar to any of the foregoing or not), and regardless of when the same shall arise and whether or not any of the Collateral Vessels (or any part thereof) is in possession or control of the Borrower or the Manager or any other Person and regardless of the waters, dry dock or other place where any such Collateral Vessel or part thereof is located;

(b)    arising directly or indirectly out of or in any way connected with any release of Hazardous Material, any Environmental Claim, or any breach of an Environmental Law or the terms and conditions of an Environmental Approval; or

(c)    as a consequence of any claim that any design, article or material in any of the Collateral Vessels or any part thereof or relating thereto or the operation or use thereof constitutes an infringement of patent, copyright, design or other proprietary right;

(d)    in preventing or attempting to prevent the arrest, seizure, taking in execution, requisition, impounding, forfeiture or detention of any of the Collateral Vessels or in securing or attempting to secure the release of any of the Collateral Vessels; and

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(e)    with respect to the execution, delivery, performance, administration or enforcement of this Agreement or any of the other Collateral Documents,

including any of the foregoing relating to the use of proceeds of any Secured Obligations or the violation of, noncompliance with or liability under any law applicable to or enforceable against the Borrower or any Grantor or any of the Collateral, and all reasonable costs and out-of-pocket expenses (including reasonable fees and out-of-pocket expenses of legal counsel selected by the Indemnitee) incurred by any Indemnitee in connection with any claim, action, investigation or proceeding in any respect relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether or not suit is brought.

“Indemnitee” has the meaning set forth in Section 8.10(a).

“Insolvency or Liquidation Proceeding” means:

(1)    any case commenced by or against any Grantor under Title 11, U.S. Code or any similar Federal or state law or the law of any other jurisdiction for the relief of debtors, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of any Grantor, any receivership or assignment for the benefit of creditors relating to any Grantor or any similar case or proceeding relative to any Grantor or its creditors, as such, in each case whether or not voluntary;

(2)    any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to any Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or

(3)    any other proceeding of any type or nature in which substantially all claims of creditors of any Grantor are determined and any payment or distribution is or may be made on account of such claims.

“Insurance Proceeds” means any and all amounts payable in consequence of a claim under any of the contracts or policies of insurance (including reinsurance) in respect of the Collateral Vessels, other than amounts payable in consequence of a claim under the liability insurances.

“Intercreditor Joinder” means, with respect to the provisions of this Agreement relating to any Additional Secured Debt, an agreement substantially in the form of Exhibit B.

“Intercreditor Joinder (Grantor)” means, with respect to the provisions of this Agreement relating to any additional Grantor, an agreement substantially in the form of Exhibit C.

“Lien Sharing and Priority Confirmation” means, as to any future Additional Secured Debt, the written agreement of the holders of such Additional Secured Debt, as set forth in the Additional Debt Documents, for the benefit of all holders of Secured Obligations and each future Secured Lien Representative:

(1)    that all Secured Obligations will be and are secured equally and ratably by all Liens at any time granted by any Grantor to secure any Obligations in respect of such Additional Secured Debt, whether or not upon property otherwise

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constituting Collateral, and that all such Liens will be enforceable by the Security Trustee for the benefit of all holders of Secured Obligations equally and ratably;

(2)    that the holders of Obligations in respect of such Additional Secured Debt are bound by the provisions of this Agreement, including the provisions relating to the ranking of Liens and the order of application of proceeds from Collections and enforcement of Liens; and

(3)    consenting to the terms of this Agreement and the Security Trustee’s performance of, and directing the Security Trustee to perform its obligations under, this Agreement and the other Collateral Documents.

“Loan Agreement” has the meaning set forth in the recitals.

“Loan Finance Parties” means the Lenders, Issuing Banks and Administrative Agent under and as defined in the Loan Agreement.

“Loan Secured Obligations” means all “Obligations” as defined in the Loan Agreement, in each case, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising.

“Management Fees and Expenses” means amounts payable by the Borrower or the Vessel Owners under the Management Agreement.

“Net Sale Proceeds” means, in relation to a Vessel Disposition permitted by the terms and conditions of the Secured Debt Documents, the amount of cash actually received by the Borrower or relevant Vessel Owner from the relevant purchaser less the aggregate of the following: (a) any VAT or other turnover, added value, sales or similar tax due and payable by the Borrower or Vessel Owner in relation to such Vessel Disposition and which cannot be recovered by the Borrower or Vessel Owner; and (b) transaction costs and expenses reasonably necessary and properly incurred by the Borrower or relevant Vessel Owner in connection with the Vessel Disposition, such as (but not limited to) legal, notarial and other fees, cost incurred in moving or dry-docking the Collateral Vessel, costs of putting that Collateral Vessel in a marketable condition (if any), and costs of conforming that Collateral Vessel to the relevant purchase agreement requirements (if any).

“Obligations” means any principal (including reimbursement obligations with respect to letters of credit whether or not drawn), interest (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Secured Debt Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding), premium (if any), fees, indemnifications, reimbursements, expenses and other liabilities payable under the documentation governing any Indebtedness.

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, estate, trust, limited liability company, unincorporated association, joint venture or other entity, or a Governmental Authority.

“Priority Payment Amounts” means with respect to any Collection Period, all amounts which would be paid on the applicable Payment Date pursuant to Sections 4.02(a)(i) to (x) of this Agreement, from amounts then standing to the credit of the Collection Account, calculated as if the Borrower had no right to withdraw funds from the Collection Account (or

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directly from the HK Collection Account in accordance with Section 4.01(c)(B)), during such Collection Period as may otherwise be provided for (from time to time) under Section 4.02(b) of this Agreement.

“Priority Vessel Expenses” means the following operating expenses, in each case directly related to the Collateral Vessels:

(a)crew training;

(b)shore based crewing support;

(c)vessel and fleet management;

(d)victualling;

(e)stores;

(f)bunkers and lubricants;

(g)spare parts;

(h)repair and maintenance costs;

(i)vessel ancillary operating expenses (agency fees, petties, international regulatory compliance, amenities fund, garbage disposal, bank charges, out of pocket travel, travel expenses for operational visits on vessels, and owner's expenses relating to ad-hoc damages and port fees);

(j)dry-docking, survey expenses and modification expenses (as required by class society and/or flag state and/or regulatory requirements);

(k)re-positioning costs during off-hire;

(l)technology (communication systems, satellite costs, information technology needed to run the vessel);

(m)classification, tonnage tax and oil analysis expenses;

(n)insurance premiums and other amounts payable in respect of the required Insurances;

(o)ratings’ and officers’ wages and disbursements; and

(p)the cost of any appraisals obtained from an appraiser for the purposes of the Secured Debt Documents,

in each case to the extent such amounts are due and payable prior to the next Payment Date.

“Program Debt” means all Indebtedness constituting Secured Obligations.

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“Qualified ECP Guarantor” means, in respect of any Hedging Obligation, each Grantor that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Hedging Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Remittance Date” means, with respect to each Collection Period, each of the last Business Day in each calendar week falling within such Collection Period.

“Representatives” means each of the Agent, the Security Trustee, the Account Bank and any other Secured Lien Representative.

“Revolving Facilities” means together (i) the “Revolving Facility” as defined in the Loan Agreement, and (ii) in respect of any second revolving facility provided for under any other Additional Debt Document, the revolving loan commitments of any Lender thereunder to make revolving loans to the Borrower subject to the terms thereof and all revolving loan related credit extensions made thereunder (and “Revolving Facility” shall mean any of them).

“Revolving Loans” means together (i) the “Revolving Loan” as defined in the Loan Agreement, and (ii) any second revolving facility provided for under any other Additional Debt Document (and “Revolving Loan” shall mean any of them).

“Secured Debt Default” means any event or condition which, under the terms of any credit agreement, note purchase agreement, indenture or other agreement governing any Secured Obligations causes, or permits holders of Secured Obligations outstanding thereunder (with or without the giving of notice or lapse of time, or both, and whether or not notice has been given or time has lapsed) to cause, the Secured Obligations outstanding thereunder to become immediately due and payable.

“Secured Debt Documents” means the Loan Documents and the Additional Debt Documents.

“Secured Lien Representative” means (1) in the case of the Loan Agreement, the Administrative Agent and (2) in the case of any other Additional Secured Debt, the trustee, agent or representative of the holders of such Additional Secured Debt who maintains the transfer register for such Additional Secured Debt (if applicable) and (a) is appointed as a Secured Lien Representative (for purposes related to the administration of the Collateral Documents) pursuant to the indenture, credit agreement, note purchase agreement or other agreement governing such Additional Secured Debt, together with its successors in such capacity, and (b) has executed an Intercreditor Joinder.

“Secured Obligations” means (a) all Loan Secured Obligations and (b) all Additional Debt Secured Obligations.

“Secured Parties” means the holders of Secured Obligations and the Secured Lien Representatives.

“Security Trustee” has the meaning set forth in the preamble.

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“Senior Extraordinary Expenses” means unanticipated expenses required to be borne by the Borrower or the applicable Vessel Owner, including (without limitation) (i) in connection with any Vessel Disposition, (ii) in payment for expenses and liabilities in connection with the exercise of remedies with respect to any charter obligor, (iii) in payment for the advice of counsel and the cost of certain opinions of counsel, and (iv) relating to maintenance of the Secured Obligations and the Secured Debt Documents, including fees and expenses of any extensions of or incurrence of Secured Obligations, in each case to the extent such amounts are due and payable prior to the next Payment Date.

“Series of Secured Debt” means (1) Indebtedness of the Borrower and the Obligors under the Loan Agreement, and (2) each other issue or series of Additional Secured Debt for which a single transfer register is maintained.

“Subordinated Agreement” means each agreement (i) between the Primary Guarantor and the Borrower, (ii) between the Borrower and any Vessel Owner and (iii) between the Primary Guarantor and any Vessel Owner, in each case pursuant to which one party advances loans or other financial accommodations or indebtedness to the other party.

“Subordinated Party” means any Person that has entered into or does from time to time enter into a Subordinated Agreement.

“Total Loss Proceeds” means all Insurance Proceeds payable in respect of a Total Loss.

“Trust Estate” has the meaning set forth in Section 2.01.

“UCC” means the Uniform Commercial Code as in effect in the State of New York or any other applicable jurisdiction.

Section 1.02.Rules of Interpretation

(a). All terms used in this Agreement that are defined in Article 9 of the UCC and not otherwise defined herein have the meanings assigned to them in Article 9 of the UCC.

(b)Unless otherwise indicated, any reference to any agreement, instrument or obligation will be deemed to include a reference to that agreement, instrument or obligation as assigned, amended, restated, refinanced, supplemented or otherwise modified and in effect from time to time or replaced in accordance with or contemplated pursuant to the terms of this Agreement.

(c)The use in this Agreement or any of the other Collateral Documents of the word “include” or “including,” when following any general statement, term or matter, will not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but will be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The word “will” shall be construed to have the same meaning and effect as the word “shall.”

(d)References to “Sections,” “clauses,” “recitals” and the “preamble” will be to Sections, clauses, recitals and the preamble, respectively, of this Agreement unless otherwise specifically provided. References to “Articles” will be to Articles of this Agreement unless

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otherwise specifically provided. References to “Exhibits” and “Schedules” will be to Exhibits and Schedules, respectively, to this Agreement unless otherwise specifically provided.

(e)Notwithstanding anything to the contrary in this Agreement, any references contained herein to any section, clause, paragraph, definition or other provision of a Secured Debt Document (including any definition contained therein) shall be deemed to be a reference to such section, clause, paragraph, definition or other provision as in effect on the date of this Agreement; provided that any reference to any such section, clause, paragraph or other provision shall refer to such section, clause, paragraph or other provision of the Secured Debt Documents (including any definition contained therein) as amended or modified from time to time if such amendment or modification has been (1) made in accordance with the Secured Debt Documents and (2) prior to the Discharge of Secured Obligations, approved in a writing delivered to the Security Trustee by, or on behalf of, the requisite holders of Secured Obligations as are needed (if any) under the terms of this Agreement to approve such amendment or modification.

This Agreement and the other Collateral Documents will be construed without regard to the identity of the party who drafted it and as though the parties participated equally in drafting it. Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party will not be applicable either to this Agreement or the other Collateral Documents.

ARTICLE II

The Trust Estate

Section 2.01. Declaration of Trust. To secure the payment of the Secured Obligations and in consideration of the premises and mutual agreements set forth in this Agreement:

(i)    each of the Secured Parties (other than the Security Trustee) irrevocably appoints the Security Trustee in accordance with the following provisions of this Agreement to act as Security Trustee under this Agreement and in connection with the Secured Debt Documents, and irrevocably authorises the Security Trustee to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Security Trustee under or in connection with the Secured Debt Document together with any other rights, powers, authorities and discretions as are necessarily incidental thereto; and

(ii) the Security Trustee hereby accepts such appointment and agrees to hold, in trust under this Agreement for the benefit of all current and future Secured Parties, all of each Obligor’s right, title and interest in, to and under all Collateral granted or pledged to the Security Trustee under any Collateral Documents for the benefit of the Secured Parties, together with all of the Security Trustee’s right, title and interest in, to and under such Collateral Documents, and all interests, rights, powers and remedies of the Security Trustee thereunder or in respect thereof and all cash and non-cash proceeds thereof (collectively, the “Trust Estate”).

The Security Trustee and its successors and permitted assigns under this Agreement will hold the Trust Estate in trust for the benefit solely and exclusively of all current and future Secured Parties as security for the payment of all current and future Secured Obligations.

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Notwithstanding the foregoing, if at any time:

(i)all Liens securing the Secured Obligations have been released as provided in Section 3.09(a);

(ii)the Security Trustee holds no other property in trust as part of the Trust Estate; and

(iii)the Discharge of Secured Obligations shall have occurred,

then the Trust Estate arising hereunder will automatically terminate, except that all provisions set forth in Sections 8.09 and 8.10 that are enforceable by the Security Trustee, or any of its agents (whether in an individual or representative capacity) will remain enforceable in accordance with their terms.

The parties further declare and covenant that the Trust Estate will be held and distributed by the Security Trustee subject to the further agreements herein.

Section 2.02. Equal and Ratable Sharing of Collateral by Holders of Secured Obligations

. The Security Trustee and each Secured Lien Representative (on behalf of each holder of Secured Obligations) agree that, notwithstanding:

(1)anything to the contrary contained in the Collateral Documents;

(2)the time of incurrence of any Secured Obligations;

(3)the order or method of attachment or perfection of any Liens securing any Secured Obligations;

(4)the time or order of filing of financing statements, applications for registration or other documents filed, registered or recorded to perfect any Lien upon any Collateral;

(5)the time of taking possession or control over any Collateral;

(6)that any Lien may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien; or

(7)the rules for determining priority under any law governing relative priorities of Liens:

(a)all Liens granted at any time by any Grantor will secure, equally and ratably, all current and future Secured Obligations; and

(b)all proceeds of all Liens granted at any time by any Grantor will be allocated and distributed equally and ratably on account of the Secured Obligations in accordance with this Agreement.

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This Section 2.02 is intended for the benefit of, and will be enforceable as a third party beneficiary by, each current and future holder of Secured Obligations, each current and future Secured Lien Representative and the Security Trustee as holder of Liens.

ARTICLE III
Obligations and Powers of Security Trustee

Section 3.01. Undertaking of the Security Trustee

(a)Each Secured Party acting through its Secured Lien Representative hereby appoints the Security Trustee to serve as Security Trustee hereunder on the terms and conditions set forth herein. Subject to, and in accordance with, this Agreement, the Security Trustee will, as Security Trustee, upon the terms and conditions set forth herein and for the benefit solely and exclusively of the present and future Secured Parties:

(i)accept, enter into, receive, hold and enforce all Collateral Documents, including all Collateral subject thereto, and all Liens created thereunder, distribute the proceeds of all Liens upon the Collateral at any time held by it in trust and for the benefit of the current and future holders of the Secured Obligations, perform its obligations under the applicable Collateral Documents and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the applicable Collateral Documents;

(ii)take all lawful and commercially reasonable actions permitted under the applicable Collateral Documents that it may deem necessary or advisable to prove, protect or preserve the Liens securing the Secured Obligations;

(iii)deliver and receive notices pursuant to the applicable Collateral Documents;

(iv)sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, or otherwise exercise or enforce the rights and remedies of a Secured Party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral under the applicable Collateral Documents and its other interests, rights, powers and remedies;

(v)remit as provided in Section 3.03 all cash proceeds received by the Security Trustee from the collection, foreclosure or enforcement of its interest in the Collateral under the applicable Collateral Documents or any of their other interests, rights, powers or remedies;

(vi)execute and deliver amendments to the applicable Collateral Documents as from time to time authorized pursuant to Section 8.01; and

(vii)execute documentation evidencing the release of any Lien granted to it by any Collateral Document upon any Collateral or stating that no Lien under any Collateral Document exists on specified property that does not constitute Collateral if and as required by and subject to satisfaction of the conditions set forth in Section 3.09.

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(b)Each party to this Agreement acknowledges and consents to the undertaking of the Security Trustee set forth in Sections 3.01(a) and agrees to each of the other provisions of this Agreement applicable to the Security Trustee.

(c)Notwithstanding anything to the contrary contained in this Agreement or any other Secured Debt Documents, the Security Trustee will not commence any exercise of remedies or any foreclosure actions or otherwise take any action or proceeding against or in respect of any of the Collateral (other than actions necessary to prove, protect or preserve the Liens securing the Secured Obligations) unless and until it shall have been directed by written notice of an Act of Required Debtholders and then only in accordance with the provisions of this Agreement.

(d)Except as provided otherwise in this Agreement or as directed by an Act of Required Debtholders in accordance with this Agreement, the Security Trustee will not be obligated to:

(i)act upon directions purported to be delivered to it by any Person;

(ii)foreclose upon or otherwise enforce any Lien; or

(iii)take any other action whatsoever with regard to any or all of the applicable Collateral Documents, the Liens created thereby or the Collateral.

Section 3.02. Release or Subordination of Liens

. The Security Trustee will not execute any documentation evidencing the release or subordination of any Lien in respect of any Secured Obligations or consent to the release or subordination of any such Lien, except:

(a)as permitted by Section 3.0909;

(b)as directed by an Act of Required Debtholders to the effect that the release or subordination was permitted by each applicable Secured Debt Document;

(c)as required by Article IV; or

(d)as ordered pursuant to applicable law under a final and non-appealable order or judgment of a court of competent jurisdiction.

Section 3.03. Enforcement of Liens. If the Security Trustee at any time receives written notice that any event has occurred that constitutes an “Event of Default” under any Secured Debt Document entitling the Security Trustee to foreclose upon, collect or otherwise enforce any of its Liens under the applicable Collateral Documents, it will promptly deliver written notice thereof to each Secured Lien Representative. Thereafter, the Security Trustee may await direction by an Act of Required Debtholders and will act, or decline to act, subject to Section 6.10 hereof, as directed by an Act of Required Debtholders, in the exercise and enforcement of the Security Trustee’s interests, rights, powers and remedies in respect of the Collateral or under the applicable Collateral Documents or applicable law and, following the initiation of such exercise of remedies, the Security Trustee will act, or decline to act, subject to Section 6.10 hereof, with respect to the manner of such exercise of remedies as directed by an Act of Required Debtholders. Unless it has been directed to the contrary by an Act of Required Debtholders, the Security Trustee in any event may (but will not be obligated to) take or refrain

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from taking such action with respect to any Secured Debt Default under any Secured Debt Document as it may deem advisable and in the best interest of the holders of Secured Obligations.

Section 3.04. Application of Proceeds

. If any Collateral is sold or otherwise realized upon by the Security Trustee in connection with any foreclosure, collection, sale or other enforcement of Liens granted to the Security Trustee in the applicable Collateral Documents, the proceeds received by the Security Trustee from such foreclosure, collection, sale or other enforcement will, subject to any mandatory provision of local law applicable to such Collateral or Collateral Document, be distributed in the order of application set out in Section 4.02.

Section 3.05. Powers of the Security Trustee

. The Security Trustee is irrevocably authorized and empowered to enter into and perform its obligations and protect, perfect, exercise and enforce its interest, rights, powers and remedies under the Collateral Documents and applicable law and in equity and to act as set forth in this Article III, Article V or as requested in any lawful directions given to it from time to time in respect of any matter by an Act of Required Debtholders.

Section 3.06. Documents and Communications

. The Security Trustee will permit each Secured Lien Representative and each holder of Secured Obligations upon reasonable written notice from time to time during regular business hours to inspect and copy, at the cost and expense of the party requesting such copies, any and all Collateral Documents and other documents, notices, certificates, instructions or communications received by the Security Trustee in its capacity as such.

Section 3.07. For Sole and Exclusive Benefit of Holders of Secured Obligations. The Security Trustee will accept, hold, administer and enforce all Liens on the Collateral at any time transferred or delivered to it and all other interests, rights, powers and remedies at any time granted to or enforceable by the Security Trustee and all other property of the Trust Estate solely and exclusively for the benefit of the present and future holders of present and future Secured Obligations, and will distribute all proceeds received by it in realization thereon or from enforcement thereof solely and exclusively pursuant to the provisions hereof.

Section 3.08. Additional Secured Debt. (a) The Security Trustee will, as a Security Trustee hereunder, perform its undertakings set forth in Section 3.01(a) with respect to each holder of Additional Debt Secured Obligations that is issued or incurred on or after the date hereof that:

(i)holds Secured Obligations that are identified as Additional Debt Secured Obligations in accordance with the procedures set forth in Section 3.08(b) and (c); and

(ii)signs, through its designated Secured Lien Representative identified pursuant to Section 3.08(b), an Intercreditor Joinder and delivers the same to the Security Trustee.

(b)In addition to the Borrower’s right to request increased commitments under and in accordance with the terms of the Loan Agreement, the Borrower will be permitted

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to incur additional secured debt (“Additional Secured Debt”) by way of issuing private placement notes, or entering into further secured loan facilities, provided that:

(i)the total amount of the aggregate of the Loan Secured Obligations and the Additional Debt Secured Obligations shall not exceed $2,500,000,000;

(ii)no Secured Debt Default or Event of Default shall have occurred and be continuing on the date on which such Additional Secured Debt comes into effect and after giving effect to such Additional Secured Debt;

(iii)the Borrower shall not be entitled to have more than two revolving credit facilities at any one time, save that any Borrowing under a second revolving facility will be subject to the First Revolving Facility then being fully drawn;

(iv)prior to entering into any Additional Debt Documents, the Borrower shall inform the Administrative Agent of its intention to incur Additional Secured Debt and the proposed terms of such Additional Secured Debt and shall give all holders of the Secured Obligations at such time such further non-confidential information in relation to such Additional Secured Debt as they may reasonably request;

(v)the Security Trustee shall be appointed as security trustee pursuant to the Additional Debt Documents, to act as Security Trustee in respect thereof, in accordance with the terms of this Agreement and Citibank, N.A. shall be appointed as administrative agent (or equivalent position), as applicable, in respect of such Additional Secured Debt;

(vi)the payment and satisfaction of all of the Additional Debt Secured Obligations and the Loan Secured Obligations will be secured equally and ratably by the Liens established in favor of the Security Trustee for the benefit of the Secured Parties; and

(vii)the Borrower shall deliver an Additional Secured Debt Designation in accordance with 3.08(c) below.

(c)The Borrower will (subject to 3.08(b) above) be permitted to designate as an additional holder of Secured Obligations hereunder each Person who is, or who becomes, the registered holder of Additional Secured Debt on or after the date of this Agreement in accordance with the terms of all applicable Additional Debt Documents and this Agreement. The Borrower may only effect such designation by delivering to the Security Trustee an Additional Secured Debt Designation upon entry into any new Additional Debt Document, which:

(i)states that the Borrower intends to incur or has incurred Additional Secured Debt which will be secured by the Lien of the Collateral equally and ratably with the Loan Secured Obligations and all previously existing and future Additional Debt Secured Obligations;

(ii)specifies the name and address of the Additional Debt Representative for such Additional Secured Debt;

(iii)states that the Borrower has duly authorized, executed (if applicable) and recorded or registered (or caused to be recorded or registered) in each appropriate governmental office all relevant filings, applications for registration and recordations to ensure that the

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Additional Secured Debt is secured by the Collateral in accordance with the applicable Collateral Documents;

(iv)attaches as Exhibit 1 to such Additional Secured Debt Designation a Reaffirmation Agreement duly executed by the Borrower and the Primary Guarantor, which Reaffirmation Agreement shall be substantially in the form of Exhibit 1 to Exhibit A hereto; and

(v)states that the Borrower has caused a copy of the Additional Secured Debt Designation and the related Intercreditor Joinder to be delivered to each then existing Secured Lien Representative.

Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Borrower (or any Vessel Owner) to incur additional Indebtedness unless expressly permitted by, and carried out in accordance with, the terms of this Agreement.

Section 3.09. Release of Collateral

(a)Subject to 3.09(c), upon the Discharge of Secured Obligations, the Collateral shall be released without recourse or warranty from the Liens constituted by the Collateral Documents, and the Security Trustee shall (at the cost of the Borrower) execute such documents and agreements, give such notices, and take such further action as the Borrower may reasonably request in order to give effect to such release, discharge, return or termination, as applicable, of such Collateral.

(b)Subject to 3.09(c), upon a Vessel Disposition, Total Loss or other partial prepayment in respect of a Collateral Vessel, following application of the Net Sale Proceeds, Total Loss Proceeds, or the prepayment amount, pursuant to Sections 4.02 or other removal of a Collateral Vessel as part of the Collateral as permitted by the Secured Debt Documents, as applicable, provided that, following such application (and the release of Collateral under this (b)) there would be no Default or Event of Default (or equivalent term, howsoever described, under any Additional Debt Documents), BB Event or DSCR Cash Sweep Event then in existence, the Collateral in respect of the specific Collateral Vessel the subject of the Vessel Disposition, Total Loss, prepayment or removal shall be released without recourse or warranty from the Liens constituted by the Collateral Documents, and the Security Trustee shall (at the cost of the Borrower) execute such documents and agreements, give such notices, and take such further action as the Borrower may reasonably request in order to give effect to such release, discharge, return or termination, as applicable, of such Collateral.

(c)The Security Trustee shall not be required to release any part of the Collateral if either the Security Trustee or any Secured Lien Representative has been advised in writing by appropriate legal counsel satisfactory to it that, by reason of the application of any bankruptcy, insolvency or other applicable laws affecting creditors’ rights and the discharge of obligations, the Security Trustee, any Secured Lien Representative or any Secured Party will be, or will become likely to be, obliged to pay to or account to any Grantor or any liquidator or trustee in bankruptcy of any Grantor any amount corresponding to all or any part of the amount paid in or towards such discharge.

ARTICLE IV

Cash Management

Section 4.01. Accounts

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(a)The Borrower shall at all times until the Discharge of Secured Obligations maintain and procure the maintenance of the Charged Accounts with the applicable Account Bank.

(b)No withdrawal may be made from the Charged Accounts except as permitted by this Agreement or the Secured Debt Documents. Each instruction in relation to any withdrawal from a Charged Account shall be copied to, and provided simultaneously with provision thereof to the Account Bank to, the Security Trustee and each Secured Lien Representative.

(c)Subject to Section 4.01(d), the Borrower shall procure that any and all monies payable directly or indirectly to the Borrower and/or each other Obligor from, comprising or in connection with:

(i)Earnings in respect to a Collateral Vessel;

(ii)any monies which the Hedge Counterparties are required to pay to the Borrower from time to time pursuant to any Hedging Agreement;

(iii)any earnings on investments of funds held in any Charged Account;

(iv)Insurance Proceeds (other than Total Loss Proceeds); and

(v)Proceeds from the Collateral (other than Net Sale Proceeds),

that relate to or are connected to the Secured Debt Documents or any Collateral Vessel shall be paid directly to the Collection Account provided that (a) monies described above shall be permitted to be paid first to the HK Collection Account and (b) if it is demonstrated to the reasonable satisfaction of the Security Trustee that such is required by applicable law or to mitigate an adverse Tax or legal consequence, such portion of Earnings as is so required may be paid instead to the relevant Vessel Owner Account. Subject to Section 4.01(d) in respect of amounts constituting Net Sale Proceeds and Total Loss Proceeds, any amounts standing to the credit of the HK Collection Account and any Vessel Owner Account shall as soon as practicable, and in any event not later than five (5) Business Days after payment into such account be credited into either (A) the Collection Account, or (B) where the Borrower would be permitted to withdraw such amounts from the Collection Account pursuant to Section 4.02(b) were such amounts already credited to the Collection Account, to such other account nominated by the Borrower.

(d)The Borrower shall procure that any and all Net Sale Proceeds and Total Loss Proceeds shall be paid directly to the HK Collection Account and then shall as soon as practicable, and in any event not later than five (5) Business Days after payment into such account be credited into the Collateral Account, for further application in accordance with Section 4.02(d) and (e).

Section 4.02. Application of Proceeds

(a)All amounts standing to the credit of the Collection Account as of each Determination Date collected during the relevant Collection Period shall be applied, by the Borrower, on each Payment Date, on each Remittance Date (following an Event of Default which is continuing) on each date required by an Act of Required Debtholders, and, in respect of any Revolving Loan, on each Interest Payment Date in respect of such Revolving Loan in the

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following order of priority but (i) in respect of any application on a Remittance Date (that is not also a Payment Date) only up to and including “thirdly” below, (ii) in respect of any application on an Interest Payment Date in respect of any Revolving Loan (that is not also a Payment Date) only amounts in respect thereof set out under “fourthly” below, and (iii) (unless otherwise stated below) only to the extent that all distributions of a higher priority have been made in full, in payment:

(i)firstly, pari passu and pro rata: to (i) the Representatives in discharging fees, expenses and indemnity payments owing to the Representatives (or any of them) and (ii) to the Borrower or as it may direct for reimbursement for Priority Vessel Expenses (to the extent due and payable prior to the next Payment Date) and Administrative Expenses;

(ii)secondly, pari passu and pro rata: to the Manager or as it may direct, for reimbursement of Management Fees and Expenses, provided that the amount of Management Fees and Expenses paid under this secondly shall not exceed an amount equal to US$1,000 per Collateral Vessel per day;

(iii)thirdly, pari passu and pro rata: to the Borrower or as it may direct, for reimbursement for Senior Extraordinary Expenses, provided that the amount of Senior Extraordinary Expenses paid under this thirdly shall not exceed an amount of $250,000 in any calendar year;

(iv)fourthly, pari passu and pro rata:

(1)to the Lenders and any Issuing Banks for application in or towards the discharge of the Borrower’s liabilities in respect of payment of Commitment Fees, L/C Fees and L/C Fronting Fees and interest then due and payable (including Default Interest) on the Loans under the Loan Agreement;

(2)to the Additional Debt Representatives for onwards payment to the Additional Debt Finance Parties in or towards the discharge of the Borrower’s liabilities in respect of commitment fees and interest then due (including default interest) under the Additional Debt Documents; and

(3)to each Hedge Counterparty on a pro rata basis of net scheduled payments (including default interest) due to such Hedge Counterparty under the relevant Hedging Agreement;

(v)fifthly, pari passu and pro rata:

(1)to the Lenders for application in or towards the discharge of the Borrower’s liabilities in respect of principal then due and payable on the Loans under the Loan Agreement and to the Administrative Agent for application in or towards the discharge of the Borrower’s liabilities to Cash Collateralize any Letter of Credit;

(2)to the Additional Debt Representatives for onwards payment to the Additional Debt Finance Parties in or towards the discharge of the Borrower’s liabilities in respect of principal then due under the Additional Debt Documents; and

(3)to each Hedge Counterparty on a pro rata basis of termination payments due to such Hedge Counterparty under the relevant Hedging Agreement (including, for the

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avoidance of any doubt, any termination payments due to such Hedge Counterparty in connection with any prepayments under clauses (vii) and (viii) below);

(vi)sixthly,pari passu and pro rata: for application in or towards discharge of any Grantor’s other liabilities due and payable to the Loan Finance Parties, the Additional Debt Finance Parties, the Representatives or any of them under any of the Secured Debt Documents;

(vii)seventhly: if a DSCR Cash Sweep Event is continuing, fifty per cent. of all remaining amounts shall be applied first, pro rata and pari passu to repay any outstanding principal of the Revolving Facility under the Loan Agreement and any Revolving Facility under any Additional Debt Document, and secondly, pro rata and pari passu, to repay the outstanding principal of the Term Loan under the Loan Agreement and the outstanding principal (other than in respect of any Revolving Facility) under the Additional Debt Documents (provided that if any Additional Debt Finance Party elects not to receive such amounts, such amounts shall be applied repay the outstanding principal of the Term Loan under the Loan Agreement);

(viii)eighthly: if a BB Event is continuing, the lesser of (x) all remaining amounts and (y) an amount, which when added to any prepayments of Secured Obligations, cash collateral deposited into the Collateral Account, any Additional Vessels included in the Collateral and any other security for the Secured Obligations provided to and accepted by the Security Trustee, necessary to cure the related BB Event (and such that, upon application of such amount, the related BB Event shall be cured) shall be applied first pro rata and pari passu to repay any outstanding principal of the Revolving Facility under the Loan Agreement and any Revolving Facility under any Additional Debt Document and secondly, pro rata and pari passu, to repay the outstanding principal of the Term Loan under the Loan Agreement and the outstanding principal (other than in respect of any Revolving Facility) under the Additional Debt Documents (provided that if any Additional Debt Finance Party elects not to receive such amounts, such amounts shall be applied repay the outstanding principal of the Term Loan under the Loan Agreement);

(ix)ninthly: to the Manager or as it may direct, for reimbursement of Management Fees and Expenses not paid under secondly above;

(x)tenthly: to the Borrower or as it may direct, for reimbursement for Senior Extraordinary Expenses not paid under thirdly above; and

(xi)lastly, provided no Event of Default has occurred and is continuing and the Grantors are in compliance with all covenants under the Secured Debt Documents, any balance remaining to the Borrower or as it may direct (and if an Event of Default has occurred and is continuing or the Grantors are not in compliance with all covenants under the Secured Debt Documents any balance shall remain in the Collection Account until the next application of this Section 4.02(a)).

(b)Subject to Section 4.02(c) below, provided that no Default or Event of Default (or equivalent term(s) howsoever described under any Additional Debt Documents) has occurred and is continuing and provided further that the DSCR Ratio is greater than 1.75:1.0x. and that no BB Event is then in existence, the Borrower shall be permitted to make withdrawals from the Collection Account, or directly from the HK Collection Account in accordance with Section 4.01(c)(B), on each day during a Collection Period and prior to the applicable Payment Date; provided that the Borrower shall ensure that the aggregate amount of all Earnings remitted to the HK Collection Account during such Collection Period is sufficient to pay the applicable Priority Payment Amounts for that Collection Period, in full on the relevant Payment Date.

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(c)In relation to the foregoing Section 4.02(b) and without the benefit of any grace period that might otherwise be available to an Obligor pursuant to this Agreement or any other Secured Debt Document, should any of the Priority Payment Amounts not be paid in full on the relevant Payment Date (from either funds then standing to the credit of the Collection Account or from other cash available to the Guarantor Group for that purpose), then the Borrower shall no longer be permitted to make withdrawals on any day during a Collection Period from the Collection Account (or directly from the HK Collection Account in accordance with Section 4.01(c)(B)) in such manner provided for in Section 4.02(b) for any subsequent Collection Period, save that the provisions of Section 4.02(a) of this Agreement shall continue to apply to the exclusion of Section 4.02(b).

(d)Subject to Section 4.02(e) below, all amounts standing to the credit of the Collateral Account shall be retained in the Collateral Account pending application in accordance with the following provisions:

(i)the Borrower shall certify the amount, if any, by which the amount standing to the credit of the Collateral Account exceeds the amount required to be retained in the Collateral Account such that the BB Ratio is less than 1.0:1.0x (the “Excess Amount”) in each Compliance Certificate and a copy thereof shall be provided to the Security Trustee;

(ii)provided no Event of Default has occurred and is continuing and the Grantors are in compliance with all covenants under the Secured Debt Documents, the Security Trustee shall not later than one Business Day prior to each Payment Date consent to the withdrawal of the Excess Amount from the Collateral Account and payment of such amount to the Collection Account for application in accordance with Section 4.02(a) above; and

(iii)all amounts standing to the credit of the Collateral Account other than the Excess Amount shall be retained in the Collateral Account and applied in accordance with this Section 4.02(d) following the next Determination Date.

(e)Upon notice to the Administrative Agent, and in connection with any Vessel Disposition, amounts representing Net Sale Proceeds and which are standing to the credit of the Collateral Account, may be withdrawn from the Collateral Account on any day during a Collection Period and applied in immediate prepayment of any Borrowing under any Secured Debt Document in whole or in part, in accordance with Section 2.05 of the Loan Agreement or the equivalent provision of such other applicable Secured Debt Document; provided that the Borrower shall have delivered to the Agent a Compliance Certificate signed by the Borrower evidencing that such Vessel Disposition and subsequent prepayment will not give rise to a Default, a Concentration Limit Event, a breach of the Guarantor Financial Covenants, a BB Event or a DSCR Cash Sweep Event.

(f)In making any determinations and allocations or in giving any consent or authorizations required in accordance with Section 4.02 of this Agreement, the Security Trustee may conclusively rely upon information supplied by the Borrower and, as to the amounts of unpaid principal and interest and other amounts outstanding with respect to its respective Secured Debt Documents, the relevant Secured Lien Representative.

Section 4.03. Required Hedging

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(a)On and following the Restatement Date, the Borrower shall enter into or maintain in effect one or more interest rate hedge transactions under Hedging Agreements to ensure that, at all times, the notional principal amount hedged by the Hedging Agreements is, in aggregate:

(i)not less than twenty percent (20%); and

(ii)not more than one hundred and twenty percent (120%),

of the Hedgeable Loan Amount (taking into account the amortization of the Loans) (such

requirement, the “Hedging Requirement”); provided that if any principal amount remains outstanding under any fixed rate private placement notes issued by the Borrower and which constitute Additional Secured Debt (“PPN Principal”), an amount equivalent to such PPN Principal shall be credited towards the Hedging Requirement.

(b)The Borrower shall not terminate, break or otherwise cancel any Swap except (i) for the portion of a Swap relevant to a prepayment of a Loan or other Additional Secured Debt amount required or permitted in accordance with the Secured Debt Documents and (ii) where it is economically prudent and advantageous to do so in the circumstances provided that a termination, break or cancellation under (ii) shall not be permitted if it would otherwise breach the Hedging Requirement or if there is then at such time a Cash Sweep Event or if it would cause a Cash Sweep Event.

(c)Each Hedging Agreement shall provide that no transferee of a Hedge Counterparty under such Hedging Agreement shall be any Person other than a Person meeting the requirements for being a “Hedge Counterparty” hereunder.

ARTICLE V

Guarantee and Subordination

Section 5.01. Guarantee and Indemnity (a) Each Guarantor hereby irrevocably and unconditionally, jointly and severally, to the greatest extent permitted by applicable law:

(i)guarantees to each Secured Party punctual performance by each other Grantor of all that Grantor's obligations under the Secured Debt Documents;

(ii)undertakes with each Secured Party that whenever any Grantor does not pay any amount when due to a Secured Party under or in connection with any Secured Debt Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor and not merely as surety; and

(iii)agrees with each Secured Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Secured Party immediately on demand against any cost, loss or liability it incurs as a result of a Grantor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Secured Debt Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Section 5.01 if the amount claimed had been recoverable on the basis of a guarantee.

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(b)This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by each Grantor to the Secured Parties under the Secured Debt Documents, regardless of any intermediate payment or discharge in whole or in part.

(c)If any discharge, release or arrangement (whether in respect of the obligations of any Grantor or any security for those obligations or otherwise) is made by a Secured Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantors under this Section 5.01 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

(d)The obligations of each Guarantor under this Section 5.01 will not be affected by any act, omission, matter or thing which, but for this Section 5.01(d), would reduce, release or prejudice any of its obligations under this Section 5.01 (without limitation and whether or not known to it or any Secured Party) including:

(i)any time, waiver or consent granted to, or composition with, any Grantor or any other Person;

(ii)the release of any Grantor or any other Person under the terms of any composition or arrangement with any creditor of any other Person;

(iii)the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Grantor or any other Person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(iv)any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any Grantor or any other Person;

(v)any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of any Secured Debt Document or any other document or security;

(vi)any unenforceability, illegality or invalidity of any obligation of any Person under any Secured Debt Document or any other document or security; or

(vii)any insolvency or similar proceedings.

(e)Without prejudice to the generality of Section 5.01(d), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the obligations guaranteed hereby (whether due to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to the Secured Debt Documents and/or any facility or amount made available under any of the Secured Debt Documents for any reasons, including any fees, costs and/or expenses associated with any of the foregoing).

(f)Each Guarantor waives any right it may have of first requiring any Secured Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any Person before claiming from that Guarantor under this

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Section 5.01. This waiver applies irrespective of any Law or any provision of a Secured Debt Document to the contrary.

(g)Until the Discharge of Secured Obligations, each Secured Party (or any trustee or agent on its behalf) may:

(i)refrain from applying or enforcing any other moneys, security or rights held or received by that Secured Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise), and no Guarantor shall be entitled to the benefit of the same; and

(ii)hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under this Section 5.01.

(h)Until the Discharge of Secured Obligations and unless the Security Trustee otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Secured Debt Documents or by reason of any amount being payable, or liability arising, under this 5.01:

(i)to be indemnified by any Grantor;

(ii)to claim any contribution from any other guarantor of any Grantor’s obligations under the Secured Debt Documents;

(iii)to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Secured Parties under the Secured Debt Documents or of any other guarantee or security taken pursuant to, or in connection with, the Secured Debt Documents by any Secured Party;

(iv)to bring legal or other proceedings for an order requiring the Borrower to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Section 5.01;

(v)to exercise any right of set-off against any Grantor; and/or

(i)to claim or prove as a creditor of any Grantor in competition with any Secured Party.

If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Secured Parties by the Borrower under or in connection with the Secured Debt Documents to be repaid in full in trust for the Secured Parties and shall promptly pay or transfer the same to the Security Trustee or as the Security Trustee may direct for application in accordance with Section 4.02.

(j)The guarantee under this Section 5.01 is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Secured Party.

(k)Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be

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needed from time to time by each other Grantor to honor all of its obligations under this Guarantee in respect of Hedging Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 5.01(k) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.01(k), or otherwise under this Guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until Hedging Obligations have been paid in full. Each Qualified ECP Guarantor intends that this Section 5.01(k) constitute, and this Section 5.01(k) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Grantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Section 5.02. Subordination. Each of the Subordinated Parties hereby undertakes in favor of the Secured Parties that its rights and claims under, in and to the Subordinated Agreements and the other Secured Debt Documents are, and shall at all times until the Discharge of Secured Obligations has occurred, be fully subject and subordinated to the rights and claims of the Secured Parties in, to and under this Agreement, the Secured Debt Documents and any loans or other amounts advanced thereunder, and that no amounts shall be payable to it under the Subordinated Agreements, this Agreement or the Secured Debt Documents otherwise than in accordance with the terms of this Agreement until the Discharge of Secured Obligations has occurred.

(b)Each of the Subordinated Parties hereby undertakes in favor of the Secured Parties that unless and until the Discharge of Secured Obligations has occurred, it will not:

(i)accelerate any Subordinated Agreements or any Indebtedness thereunder;

(ii)exercise any rights it may have by reason of (a) performance by it of its obligations under any Subordinated Agreement, or (b) the failure of any party to perform its obligations under any Subordinated Agreement, or (c) any amount being payable or any liability arising under any Subordinated Agreements, to:

(1)be indemnified by a Grantor;

(2)claim any contribution from any guarantor of any Grantor’s obligations under the Subordinated Agreements;

(3)take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of any of the Secured Parties under the Secured Debt Documents or of any other guarantee or security taken pursuant to, or in connection with, the Secured Debt Documents by any Secured Party;

(4)bring legal or other proceedings for an order requiring any Grantor to make any payment, or perform any obligation, in respect of which any Grantor has given a guarantee, undertaking or indemnity under any Subordinated Agreement;

(5)except in connection with the initial transfer of any Collateral Vessel to a Vessel Owner, exercise any right of set-off against any Grantor, provided that the Borrower and each Vessel Owner may from time to time set-off intercompany receivables and payables between the Borrower and a Vessel Owner or between two Vessel Owners in the ordinary course of business; or

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(6)claim or prove as a creditor of any Grantor in competition with any Secured Party.

(c)The Borrower and each of the Subordinated Parties covenant in favor of the Security Trustee that they shall not, without prior written consent of the Security Trustee, assign or transfer any rights or obligations under the Secured Debt Documents, the Subordinated Agreements or this Agreement otherwise than as permitted by, and in accordance with, this Agreement and the other Secured Debt Documents.

(d)Neither the Borrower, nor any of the Subordinated Parties will, until the Discharge of Secured Obligations has occurred (other than with the prior written consent of the Security Trustee) enter into any agreement, document or arrangement with any Person or do any other act or thing which would or could reasonably be expected to lead to the priority or effectiveness of the subordination arrangements provided in this Agreement being avoided, set aside, adjusted or held invalid.

(e)The subordination effected by, and the obligations of each Subordinated Party under this Agreement, will not be affected by any act, omission, matter or thing which, but for this provision, would reduce, release, prejudice or otherwise exonerate all or any of the Subordinated Parties from their respective obligations under this Agreement or affect such obligations including and whether or not known by any Subordinated Party or any other Person (a) any Lien or right of the Secured Parties in respect of the Secured Obligations, (b) any time, waiver or consent granted to, or composition with any Grantor or any other Person, (c) the release of any Grantor or any other Person under the terms of any composition or arrangement with any creditor, (d) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Grantor or other Person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any Collateral, (e) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any Grantor or any Subordinated Party or any other Person, (f) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case however fundamental and of whatsoever nature and whether or not more onerous) or replacement of a Secured Debt Document or any other document or security (including any change in the purpose of, any extension of, or any variation or increase in any facility or amount made available under any facility or the addition of any new facility under any Secured Debt Document or other document or security), (g) any unenforceability, illegality or invalidity of any obligation of any Obligor or any Subordinated Party or of any other Person under any Secured Debt Document or any other document or security; or (h) any insolvency or similar proceedings.

(f)The Security Trustee has no duty (contractual, fiduciary or otherwise) to any Subordinated Parties and any other Grantor under this Agreement or any other Secured Debt Documents.

(g)If, at any time, any Grantor (other than the Primary Guarantor) owes or is liable for any amount to any Person Controlled by the Primary Guarantor, the Borrower shall (i) procure that such Person enters into an agreement with the Security Trustee (for the benefit of the Secured Parties) on terms substantially the same as those set out in this Section 5.02 and otherwise on terms acceptable to the Security Trustee, and (ii) provides such documents and evidence in relation to the due authorization and execution thereof and the validity and enforceability of such agreement as the Security Trustee may reasonably require, in each case, prior to the incurrence thereof. This provision is without prejudice to any restriction or limitation

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in respect of amounts owing by, or liabilities of, the Grantors set out in any Secured Debt Document.

ARTICLE VI

Immunities of the Security Trustee

Section 6.01. No Implied Duty. The Security Trustee will not have any fiduciary duties nor will it have responsibilities or obligations other than those expressly assumed by it in this Agreement and the other Collateral Documents to which it is a party, and no implied covenants or obligations shall be read into this Agreement or any such other Collateral Documents against the Security Trustee. The Security Trustee will not be required to take any action that is contrary to applicable law or any provision of this Agreement or the other Collateral Documents.

Section 6.02. Appointment of Agents and Advisors. The Security Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, accountants, appraisers or other experts or advisors selected by it in good faith as it may reasonably require and will not be responsible for any willful misconduct or negligence on the part of any of them.

Section 6.03. Other Agreements. The Security Trustee has accepted and is bound by the Collateral Documents executed by it prior to or as of the date of this Agreement and, subject to Section 6.10, as directed by an Act of Required Debtholders, or promptly upon receipt of any Collateral Document in connection with any additional assets pledged as Collateral, the Security Trustee shall execute additional Collateral Documents delivered to it after the date of this Agreement; provided, however, that such additional Collateral Documents do not adversely affect the rights, privileges, benefits and immunities of the Security Trustee. The Security Trustee will not otherwise be bound by, or be held obligated by, the provisions of any credit agreement, note purchase agreement, indenture or other agreement governing Secured Obligations (other than this Agreement, and the other Collateral Documents to which it is a party, including any Collateral Documents executed by the Security Trustee in connection with any Additional Secured Debt entered into after the date of this Agreement).

Section 6.04. Solicitation of Instructions. The Security Trustee may at any time solicit written confirmatory instructions, in the form of an Act of Required Debtholders, an order of a court of competent jurisdiction, an opinion of counsel, or certificates, as to any action that it may be requested or required to take, or that it may propose to take, in the performance of any of its obligations under this Agreement or the other Collateral Documents.

(b)No written direction given to the Security Trustee by an Act of Required Debtholders that in the sole judgment of the Security Trustee imposes, purports to impose or might reasonably be expected to impose upon the Security Trustee any obligation not expressly set forth in this Agreement and the other Collateral Documents to which it is a party, would result in the incurrence of liability by the Security Trustee or would be in violation of any applicable law, rule or regulation pertaining thereto, will be binding upon the Security Trustee as applicable, unless the Security Trustee, elects, at its sole option, to accept such direction.

Section 6.05. Limitation of Liability. The Security Trustee will not be responsible or liable for any action taken or omitted to be taken by it hereunder or under any other Collateral Document, except for its own gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. In no event shall the

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Security Trustee be liable under or in connection with this Agreement or any of the Collateral Documents for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Security Trustee has been advised of the possibility thereof and regardless of the form of action in which such damages are sought.

Section 6.06. Documents in Satisfactory Form. The Security Trustee will be entitled to require that all agreements, certificates, opinions, instruments and other documents at any time submitted to it, including those expressly provided for in this Agreement, be delivered to it in a form and with substantive provisions reasonably satisfactory to it.

Section 6.07. Entitled to Rely. The Security Trustee may seek and rely upon, and shall be fully protected in relying upon, any Act of Required Debtholders, any judicial order or judgment, upon any advice, opinion, certificate or statement of legal counsel, independent consultants and other experts selected by it in good faith and upon any certification, instruction, notice or other writing delivered to it by the Borrower in compliance with the provisions of this Agreement or delivered to it by any Secured Lien Representative as to the holders of Secured Obligations for whom it acts, without being required to determine the authenticity thereof or the correctness of any fact stated therein or the propriety or validity of service thereof. The Security Trustee may act in reliance upon any instrument, including on any Act of Required Debtholders, purporting to comply with the provisions of this Agreement or any signature believed by it to be genuine and may assume that any Person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof or the other Collateral Documents has been duly authorized to do so. The Security Trustee shall not have any responsibility to make any investigation into the facts or matters stated in any certification, instruction, notice or other writing furnished to it. To the extent an opinion of counsel is required or permitted under this Agreement to be delivered to the Security Trustee in respect of any matter, it may rely conclusively on the opinion of counsel as to such matter and such opinion of counsel shall be full warranty and protection to it for any action taken, suffered or omitted by it under the provisions of this Agreement and the other Collateral Documents.

Section 6.08. Secured Debt Default. The Security Trustee will not be required to inquire as to the occurrence or absence of any Secured Debt Default and will not be affected by or required to act upon any notice or knowledge as to the occurrence of any Secured Debt Default unless and until the Security Trustee is directed by an Act of Required Debtholders.

Section 6.09. Actions by Security Trustee . As to any matter not expressly provided for by this Agreement or the other Collateral Documents, the Security Trustee will act or refrain from acting only as directed by an Act of Required Debtholders and will be fully protected if it does so, and any action taken, suffered or omitted pursuant hereto or thereto shall be binding on the holders of Secured Obligations, each Grantor, guarantor and each other party to the Collateral Documents. Notwithstanding the foregoing, the Security Trustee shall not be required to take any action which is contrary to the provisions hereof, the Secured Debt Documents or applicable law.

Section 6.10. Security or Indemnity in Favor of the Security Trustee. The Security Trustee will not be required to advance or expend any funds or otherwise incur any financial liability in the performance of its duties or the exercise of its powers or rights hereunder unless it has been provided with security or indemnity satisfactory to it against any and all liability or expense which may be incurred by it by reason of taking or continuing to take such action. The Grantors shall furnish the Security Trustee with security and indemnity satisfactory to the Security Trustee for any costs or expenses which may be incurred by the Security Trustee

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in undertaking any obligation to institute or take action, suit or legal proceeding or to take any other action.

Section 6.11. Rights of the Security Trustee. In the event of any conflict between any terms and provisions set forth in this Agreement and those set forth in any other Collateral Document, the terms and provisions of this Agreement shall supersede and control the terms and provisions of such other Collateral Document, except as expressly provided that a term or provision of a Collateral Document shall govern. In the event there is any bona fide, good faith disagreement between the other parties to this Agreement or any of the other Collateral Documents resulting in adverse claims being made in connection with Collateral held by the Security Trustee and the terms of this Agreement or any of the other Collateral Documents do not unambiguously mandate the action the Security Trustee is to take or not to take in connection therewith under the circumstances then existing, or the Security Trustee is in doubt as to what action it is required to take or not to take hereunder or under the other Collateral Documents, it will be entitled to refrain from taking any action (and will incur no liability for doing so) until directed otherwise in writing by a request signed jointly by the parties hereto entitled to give such direction or by order of a court of competent jurisdiction.

Furthermore, and notwithstanding anything herein or the other Collateral Documents to the contrary:

(a)The Security Trustee may execute any of the powers hereunder or perform any duties under this Agreement either directly or by or through agents, including financial advisors, separate trustees or attorneys or a custodian or nominee, and the Security Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.

(b)The Security Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or in relation hereto or thereto, at the request, order or direction of any of the Secured Parties, pursuant to the provisions of this Agreement, unless such Secured Party shall have offered to the Security Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby.

(c)The Security Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Security Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Borrower or the other Representatives, under the Collateral Documents.

(d)The Security Trustee shall not be charged with knowledge of any event or information including, but not limited to, an Event of Default unless an officer of the Security Trustee obtains actual knowledge of such event or information in the course of performing its obligations hereunder or the Security Trustee receives written notice of such event as provided herein.

(e)The Security Trustee shall not be required to take any action not in accordance with applicable law, and shall not be liable for any action that it omits to take in good

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faith that it reasonably believes (based on the advice of counsel) is not in accordance with applicable law.

Section 6.12. Limitations on Duty of Security Trustee in Respect of Collateral. Beyond the exercise of reasonable care in the custody of Collateral in its possession and as otherwise required by the UCC, the Security Trustee will not have any duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Security Trustee will not be responsible for filing or registering any financing or continuation statements or any application for the renewal of a registration or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens on the Collateral. The Security Trustee will be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property.

(b)Notwithstanding any other provision herein, the Security Trustee will not be responsible (i) for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence, bad faith or willful misconduct on the part of it, (ii) for the validity or sufficiency of the Collateral, this Agreement or any agreement or assignment contained herein or therein, (iii) for any recitals, statements, representations or warranties by the Grantors contained in this Agreement, the Secured Debt Documents, or any certificate or other document delivered by the Grantors or any Holders thereunder, (iv) for the performance or observance by the Grantors of any of their respective agreements contained herein or in any of the Secured Debt Documents, or (v) for the validity of the title of the Borrower or any other Grantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Security Trustee hereby disclaims any representation or warranty to the present and future holders of the Secured Obligations concerning the perfection of the Liens granted hereunder or in the value of any of the Collateral.

Section 6.13. Assumption of Rights, Not Assumption of Duties. Notwithstanding anything to the contrary contained herein:

(i)each of the parties thereto will remain liable under each of the Collateral Documents (other than this Agreement) to the extent set forth therein to perform all of their respective duties and obligations thereunder to the same extent as if this Agreement had not been executed;

(ii)the exercise by the Security Trustee of any of its rights, remedies or powers hereunder will not release such parties from any of their respective duties or obligations under the other Collateral Documents;

(iii)the Security Trustee will not be obligated to perform any of the obligations or duties of any of the parties thereunder other than those of the Security Trustee; and

(iv)the permissive rights of the Security Trustee to do things enumerated in this Agreement and any other Collateral Documents to which it is a party shall not be construed as duties.

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Section 6.14. No Liability for Clean-up of Hazardous Materials. In the event that the Security Trustee is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any obligation for the benefit of another, which in its sole and reasonable discretion may cause it to be considered an “owner or operator” under any Environmental Laws or otherwise cause it to incur, or be exposed to, any Environmental Liability or any liability under any other federal, state or local law, it reserves the right, instead of taking such action, either to resign as Security Trustee, or to arrange for the transfer of the title or control of the asset to a court appointed receiver. The Security Trustee will not be liable to any Person for any Environmental Liability or any Environmental Claims or contribution actions under any federal, state or local law, rule or regulation by reason of its actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any Hazardous Materials into the environment.

Section 6.15. No Liability for Delay in Performance. Notwithstanding any provision herein to the contrary, in no event shall the Security Trustee or any Secured Lien Representative be liable for any failure or delay in the performance of its obligations under this Agreement because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Agreement, inability to obtain material, equipment, or communications or computer facilities, or the failure of equipment or interruption of communications or computer facilities, and other causes beyond its control whether or not of the same class or kind as specifically named above.

Section 6.16. Electronic Transmission. In respect of this Agreement, neither the Security Trustee nor any Secured Lien Representative shall have any duty or obligation to verify or confirm that the Person sending instructions, directions, reports, notices or other communications or information by electronic transmission is, in fact, a Person authorized to give such instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such electronic transmission; and neither the Security Trustee nor any Secured Lien Representative shall have any liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other communications or information. Each other party agrees to assume all risks arising out of the use of electronic methods to submit instructions, directions, reports, notices or other communications or information to the Security Trustee or a Secured Lien Representative, as the case may be, including the risk of the Security Trustee or a Secured Lien Representative acting on unauthorized instructions, notices, reports or other communications or information, and the risk of interception and misuse by third parties.

ARTICLE VII

Resignation and Removal of the Security Trustee or Co-Security Trustee

Section 7.01. Resignation or Removal of Security Trustee. Subject to the appointment of a successor Security Trustee as provided in Section 7.02 and the acceptance of such appointment by the successor Security Trustee:

(a)the Security Trustee may resign and be discharged from the Trust Estate at any time by giving not less than 30 days’ written notice of resignation to each Secured Lien Representative and the Borrower; and

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(b)the Security Trustee may be removed at any time, with or without cause, by an Act of Required Debtholders (with a copy delivered to the Borrower).

Section 7.02. Appointment of Successor Security Trustee. Upon any such resignation or removal, a successor Security Trustee may be appointed by an Act of Required Debtholders (with the written consent of the Borrower, which consent shall not be unreasonably withheld and which consent shall not be required if a Secured Debt Default exists). If no successor Security Trustee has been so appointed and accepted such appointment within 30 days after the predecessor Security Trustee gave notice of resignation or was removed, the Borrower, at its option, may appoint a successor Security Trustee, or petition a court of competent jurisdiction for appointment of a successor Security Trustee, which must be a bank or trust company:

(i)authorized to exercise corporate trust powers;

(ii)having a combined capital and surplus of at least $500,000,000;

(iii)maintaining an office in New York, New York; and

(iv)that is not a Secured Lien Representative.

The retiring Security Trustee will fulfill its obligations hereunder until a successor Security Trustee meeting the requirements of this Section 7.02 has accepted its appointment as Security Trustee or Co-Security Trustee, as the case may be, and the provisions of Section 7.03 have been satisfied. Unless a successor Security Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Security Trustee may petition any court of competent jurisdiction (at the Borrower’s expense) for the appointment of a successor Security Trustee.

Section 7.03. Succession. When the Person so appointed as successor Security Trustee accepts such appointment:

(i)such Person will succeed to and become vested with all the rights, powers, privileges and duties of the predecessor Security Trustee, and the predecessor Security Trustee, will be discharged from its duties and obligations hereunder; and

(ii)the predecessor Security Trustee will (at the expense of the Borrower and upon the payment of its charges) promptly transfer all Liens and collateral security and other property of the Trust Estate within its possession or control to the possession or control of the successor Security Trustee and will execute instruments and assignments as may be necessary or desirable or reasonably requested by any successor Security Trustee to transfer to the successor Security Trustee, all Liens, interests, rights, powers and remedies of the predecessor Security Trustee, in respect of the Collateral Documents or the Trust Estate.

Thereafter the predecessor Security Trustee will remain entitled to enforce the immunities and indemnities granted to it in Article VI and the provisions of Sections 8.09 and 8.10.

Section 7.04. Merger, Conversion or Consolidation of Security Trustee. Any Person into which the Security Trustee may be merged, amalgamated, combined or converted or with which it may be consolidated, or any Person resulting from any merger, amalgamation, combination, conversion or consolidation to which the Security Trustee shall be a party, or any Person succeeding to the business of the Security Trustee, shall be the successor of the Security

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Trustee, pursuant to Section 7.03; provided that (i) without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto, except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding, such Person satisfies the eligibility requirements specified in clauses (i) through (iv) of Section 7.02 and (ii) within 30 days of any such merger, amalgamation, combination, conversion or consolidation becoming effective, the successor Security Trustee shall have notified the Borrower and each Secured Lien Representative thereof in writing.

ARTICLE VIII

Miscellaneous Provisions

Section 8.01. Amendment. (a) No amendment or supplement to the provisions of any Collateral Document will be effective without the approval of the Borrower, the Primary Guarantor and the Security Trustee acting as directed by an Act of Required Debtholders, except that:

(i)any amendment or supplement that has the effect solely of:

(A)adding or maintaining Collateral, securing Additional Secured Debt that was otherwise permitted by the terms of the Secured Debt Documents to be secured by the Collateral or preserving, perfecting or establishing the priority of the Liens therein;

(B)releasing Liens in favor of the Security Trustee in accordance with Section 3.09(a) or otherwise in accordance with the terms of the Collateral Documents;

(C)curing any ambiguity, omission, mistake, defect or inconsistency; or

(D)making any change that would provide any additional rights or benefits to the Secured Parties or the Security Trustee or that does not adversely affect the rights under the Secured Debt Documents, any Secured Party or the Security Trustee,

will, in each case, become effective when executed and delivered by the applicable Grantors party thereto and the Security Trustee;

(ii)no amendment or supplement that reduces, impairs or adversely affects the right of any holder of Secured Obligations to:

(A)vote its outstanding Secured Obligations as to any matter described as subject to an Act of Required Debtholders (or amends the provisions of this clause (ii) or the definition of “Act of Required Debtholders”);

(B)share in the order of application of proceeds described in Section 4.02 or 4.03; or

(C)require that Liens securing Secured Obligations be released only as set forth in the provisions described in Sections 3.09(a),

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will become effective without the execution and delivery by the applicable Grantors, the Borrower, the Primary Guarantor and the Security Trustee acting with the direction of the requisite percentage or number of holders of the Series of Secured Debt so affected under the applicable Secured Debt Document;

(iii)no amendment or supplement that imposes any obligation upon the Security Trustee or any Secured Lien Representative or adversely affects the rights of the Security Trustee or any Secured Lien Representative, respectively, in its capacity as such, will become effective without the consent of the Borrower and the Primary Guarantor and the Security Trustee or such Secured Lien Representative, respectively; and

(iv)no amendment or supplement that either (A) imposes any obligation upon any Hedge Counterparty or (B) has the effect of changing the position or priority of any Hedge Counterparty in the application of payments as set out in Section 4.02 or changing the entitlement of any Hedge Counterparty to share in the Collateral and/or its interest therein, will become effective without the consent of the Borrower and the Primary Guarantor and the Security Trustee and each Hedge Counterparty which is, or an Affiliate of which is, a lender, noteholder or equivalent under the Secured Debt Documents, respectively.

(b)Any amendment or supplement to the provisions of the Collateral Documents that releases Collateral will be effective only in accordance with the requirements set forth in the applicable Secured Debt Document and Section 8.01(a)(ii) above. Any amendment or supplement that results in all of the Security Trustee’s Liens upon the Collateral no longer securing the Secured Obligations, may only be effected in accordance with Section 3.09.

Section 8.02. Voting. (a) In connection with any matter under this Agreement requiring a vote of holders of Secured Obligations, each Series of Secured Debt will cast its votes in accordance with the Secured Debt Documents governing such Series of Secured Debt. The Secured Obligations consisting of Hedging Obligations will not be considered for purposes of voting by holders of Secured Obligations under this Agreement unless the Discharge of Secured Obligations (other than Secured Obligations consisting of Hedging Obligations) has occurred. The amount of Secured Debt to be voted by a Series of Secured Debt will equal (i) the aggregate principal amount of such Series of Secured Debt (including the face amount of outstanding letters of credit whether or not then available or drawn), plus (ii) the aggregate unfunded commitments to extend credit which, when funded, would constitute Indebtedness of such Series of Secured Debt. Following and in accordance with the outcome of the applicable vote under its Secured Debt Documents, the Secured Lien Representative of each Series of Secured Debt will cast all of its votes under that Series of Secured Debt as a block in respect of any vote under this Agreement.

(b)For purposes of determining whether the holders of the requisite principal amount of Secured Obligations have taken any action as described in this Section 8.02, the principal amount for purposes of voting shall be the principal in U.S. dollars as of (i) if a record date has been set with respect to the taking of such action, such date or (ii) if no such record date has been set, the date of taking of such action by the holders of such Indebtedness.

(c)The Security Trustee has no obligation or duty to determine whether the vote of the requisite holders of the applicable Series of Secured Debt was obtained as required in this Section 8.02 or is required for any purpose hereof, or the sufficiency, validity or accuracy of any Act of Required Debtholders, but may instead rely on the vote cast by the Secured Lien Representative as described in Section 8.02(a) or an officer’s certificate from the Secured Lien Representatives.

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Section 8.03. Further Assurances; Insurance. (a) Each of the Grantors will do or cause to be done all acts and things that may be required, or that the Security Trustee from time to time may reasonably request, to assure and confirm that the Security Trustee holds, for the benefit of the holders of Secured Obligations, duly created and enforceable and perfected Liens upon the Collateral, in each case, subject to and as contemplated by, and with the Lien priority required under, the Secured Debt Documents.

(b)Promptly upon the reasonable request of the Security Trustee or any Secured Lien Representative at any time and from time to time, each of the Grantors will execute, acknowledge and deliver such Collateral Documents, instruments, certificates, notices and other documents, and take such other actions as shall be reasonably required under applicable law, or that the Security Trustee may reasonably request, in each case to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case subject to and as contemplated by the Secured Debt Documents for the benefit of the holders of Secured Obligations.

(c)Without limiting the foregoing, substantially concurrently with the Borrower’s designation of any asset as Collateral, the Borrower will record and deliver copies to the Security Trustee for the benefit of the holders of Secured Obligations of such UCC financing statements or applications for registration, and continuation statements or applications for the renewal of registrations relating thereto, that reasonably describe the Collateral or take such other actions as, in each case under this clause (c), shall be necessary or (in the reasonable opinion of the Security Trustee) desirable to create, grant, establish, perfect and protect the Security Trustee’s security interest in such assets or property for the benefit of the current and future holders of the Secured Obligations.

(d)The Borrower will maintain insurance in accordance with the terms and provisions of the Secured Debt Documents.

(e)Each Grantor irrevocably makes, constitutes and appoints the Security Trustee (and all officers, employees or agents designated by the Security Trustee) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, during the continuance of an Event of Default, of making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. In the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required hereby or to pay any premium in whole or part relating thereto, the Security Trustee may, without waiving or releasing any obligation or liability of the Grantors hereunder or any Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Security Trustee deems advisable. All sums disbursed by the Security Trustee in connection with this paragraph, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Grantors to the Security Trustee and shall be additional obligations secured hereby.

Section 8.04. Successors and Assigns. (a) Except as provided in Section 5.02, the Security Trustee may not, in its capacity as such, delegate any of its duties or assign any of its rights hereunder, and any attempted delegation or assignment of any such duties or rights will be null and void. All obligations of the Security Trustee hereunder will inure to the sole and exclusive benefit of, and be enforceable by, each Secured Lien Representative and each present and future holder of Secured Obligations, each of whom will be entitled to enforce this

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Agreement as a third-party beneficiary hereof, and all of their respective permitted successors and assigns.

(b)The Grantor may not delegate any of its duties or assign any of its rights hereunder, and any attempted delegation or assignment of any such duties or rights in contravention of the terms and conditions of the Secured Debt Documents will be null and void. All obligations of the Grantors hereunder will inure to the sole and exclusive benefit of, and be enforceable by, the Security Trustee, each Secured Lien Representative and each present and future holder of Secured Obligations, each of whom will be entitled to enforce this Agreement as a third-party beneficiary hereof, and all of their respective permitted successors and assigns.

Section 8.05. Delay and Waiver. No failure to exercise, no course of dealing with respect to the exercise of, and no delay in exercising, any right, power or remedy arising under this Agreement or any of the other Collateral Documents will impair any such right, power or remedy or operate as a waiver thereof. No single or partial exercise of any such right, power or remedy will preclude any other or future exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

Section 8.06. Notices. Any communications, including notices and instructions, between the parties hereto or notices provided herein to be given shall be given in writing and to the following addresses:

If to the Security Trustee:

UMB Bank, N.A.

6440 S. Millrock Drive, Suite 400

Salt Lake City, UT 84121

Attention: Corporate Trusts – Aviation

Facsimile No.:    (816)-860-3025

Telephone:    (612) 337-7017

Email:        corptrustutah@umb.com; jerri.sullivan@umb.com

If to the Borrower or any other Grantor:

Unit 2, 16/F., W668 Building,

Nos. 668 Castle, Peak Road,

Cheung Sha Wan,

Kowloon, Hong Kong, China

Fax:         +852 3010 1868

Telephone:    +852 3588 9400

Email:         gtalbot@atlascorporation.com; legal@seaspanltd.ca

Attention:     Chief Financial Officer

If to the Administrative Agent:

Citibank, N.A.
1615 Brett Road

OPS III

New Castle, DE 19720

USA

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Fax:         (646) 274-5080
Attention:     Agency Operations

and, if to any other Secured Lien Representative, to such address as it may specify by written notice to the parties named above.

Unless otherwise specified herein, all notices, requests, demands, instructions, directions or other communications given to the Borrower, the Security Trustee and any Secured Lien Representative shall be given in writing (including, but not limited to, facsimile transmission followed by telephonic confirmation or similar writing) and shall be effective (i) if given by facsimile transmission, when such facsimile is transmitted to the facsimile number (if any) specified in this Section 8.06 and the appropriate facsimile confirmation is received (unless the recipient has provided notice that its offices are temporarily closed and/or its facsimile machines are unattended, in which case notice shall be given by a different method), (ii) if given by certified, registered, priority or express mail, return receipt requested, with postage prepaid, addressed as aforesaid, upon receipt or refusal to accept delivery, (iii) if given by a nationally recognized overnight carrier, upon receipt or refusal to accept delivery, (iv) by email to the email address (if any) provided as aforesaid with email confirmation of such email being “read” or reply email from recipient evidencing receipt, or (v) if given by any other means, when delivered at the address specified in this Section 8.06.

Section 8.07. Notice Following Discharge of Secured Obligations. Promptly following the Discharge of Secured Obligations with respect to one or more Series of Secured Debt, each Secured Lien Representative with respect to each applicable Series of Secured Debt that is so discharged will provide written notice of such discharge to the Security Trustee and to each other Secured Lien Representative.

Section 8.08. Entire Agreement. This Agreement states the complete agreement of the parties relating to the undertaking of the Security Trustee set forth herein and supersedes all oral negotiations and prior writings in respect of such undertaking.

Section 8.09. Compensation; Expenses. The Borrower agrees to pay such compensation to each of the Security Trustee and its agents and attorneys as and when the Borrower and the Security Trustee may agree in writing from time to time. In addition, the Borrower agrees to pay within 15 days after receipt of written demand therefor, including documentation reasonably supporting such demand (without duplication):

(i)all reasonable and documented costs and out-of-pocket expenses incurred by the Security Trustee and its agents in connection with the negotiation, preparation, execution, delivery, filing, registration, recordation or administration of this Agreement or any other Collateral Document or any consent, amendment, waiver or other modification relating hereto or thereto;

(ii)all reasonable and documented fees, out-of-pocket expenses and disbursements of the Security Trustee’s legal counsel engaged by the Security Trustee or any Secured Lien Representative incurred in connection with the negotiation, preparation, closing, administration or performance of or exercise of rights under this Agreement and the other Collateral Documents or any consent, amendment, waiver or other modification relating hereto or thereto and any other document or matter requested by the Borrower;

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(iii)all reasonable and documented costs and out-of-pocket expenses incurred by the Security Trustee and its agents in creating, perfecting, preserving or releasing the Security Trustee’s Liens on the Collateral under the Collateral Documents, including filing, registration and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums; and

(iv)after the occurrence and during the continuance of any Secured Debt Default, all reasonable and documented costs and out-of-pocket expenses incurred by the Security Trustee, their agents and any Secured Lien Representative in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Collateral Documents or any interest, right, power or remedy of the Security Trustee or in connection with the collection or enforcement of any of the Secured Obligations or the proof, protection, administration or resolution of any claim based upon the Secured Obligations in any Insolvency or Liquidation Proceeding, including all reasonable and documented fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Security Trustee, its agents or the Secured Lien Representatives. The agreements in this Section 8.09 will survive repayment of all Secured Obligations, the termination of any Collateral Document and the removal or resignation of the Security Trustee.

The amounts above shall include all reasonable and documented costs and out-of-pocket expenses of attorneys of the Security Trustee, provided that, save where clause (iv) applies, such costs and out-of-pocket expenses of attorneys of the Security Trustee shall include the documented fees, charges and disbursements of one counsel for the Security Trustee and one additional counsel in any applicable local jurisdiction, one counsel for each Secured Lien Representative and, in each case, such other counsel as may be agreed with the Borrower.

Section 8.10. Indemnity. (a) The Borrower agrees to defend, indemnify, pay and hold harmless each of the Secured Lien Representative, the Security Trustee, each Secured Party and each of their Affiliates and each of their directors, officers, partners, trustees, employees (legal and contractual), attorneys and agents, and (in each case) their respective heirs, representatives, successors and assigns (each of the foregoing, an “Indemnitee”) from and against any and all Indemnified Liabilities; provided, no Indemnitee will be entitled to indemnification hereunder with respect to any Indemnified Liability to the extent such Indemnified Liability is found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(b)All amounts due under this Section 8.10 will be payable within 15 days of written demand.

(c)The agreements in this Section 8.10 will survive repayment of all Secured Obligations and the removal or resignation of the Security Trustee or the Co-Security Trustee.

Section 8.11. New Grantor Parties. The Borrower shall procure that each entity that is or becomes a Vessel Owner in respect of a Collateral Vessel shall accede to this Agreement on or before the date on which it acquires any interest in the Collateral Vessel by executing and delivering to the Security Trustee an Intercreditor Joinder (Grantor) confirming, amongst other things, that it is Grantor and a Guarantor.

Section 8.12. Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any respect or in any jurisdiction, the validity, legality and enforceability of such provision in all other respects and of all remaining provisions, and of such provision in all other jurisdictions, will not in any way be affected or impaired thereby.

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Section 8.13. Headings. Section headings herein have been inserted for convenience of reference only, are not to be considered a part of this Agreement and will in no way modify or restrict any of the terms or provisions hereof.

Section 8.14. Obligations Secured. All obligations of the Grantors set forth in or arising under this Agreement will be Secured Obligations and are secured by all Liens granted by the Collateral Documents.

Section 8.15. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS AGREEMENT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 8.16. Consent to Jurisdiction. Subject as provided below, all judicial proceedings brought against any party hereto arising out of or relating to this Agreement or any of the other Collateral Documents shall be brought in any state or Federal court of competent jurisdiction in the State, County and City of New York, Borough of Manhattan. By executing and delivering this Agreement, each party to this Agreement, for itself and in connection with its properties irrevocably:

(i)accepts generally and unconditionally the exclusive jurisdiction and venue of such courts;

(ii)waives any defense of forum non conveniens to the extent permitted by applicable law;

(iii)agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to such party at its address provided in accordance with Section 8.06;

(iv)agrees that service as provided in clause (iii) above is sufficient to confer personal jurisdiction over such party in any such proceeding in any such court and otherwise constitutes effective and binding service in every respect; and

(v)agrees each party hereto retains the right to serve process in any other manner permitted by law or to bring proceedings against any party in the courts of any other jurisdiction.

Nothing in this Agreement or in any other Collateral Document shall restrict the Security Trustee from bringing any action or proceeding relating to this Agreement or any other Collateral Document against the Grantors or their properties in the courts of any jurisdiction.

Section 8.17. Waiver of Jury Trial. Each party to this Agreement irrevocably and unconditionally waives its rights to a jury trial of any claim or cause of action based upon or arising under this Agreement or any of the other Collateral Documents or any dealings between them relating to the subject matter of this Agreement or the intents and purposes of the other Collateral Documents. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this Agreement and the other Collateral Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claims. Each party to this Agreement acknowledges that this waiver is a material inducement to enter into a business relationship, that each party hereto

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has already relied on this waiver in entering into this Agreement, and that each party hereto will continue to rely on this waiver in its related future dealings. Each party hereto further warrants and represents that it has reviewed this waiver with its legal counsel and that it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. This waiver is irrevocable, meaning that it may not be modified either orally or in writing (other than by a mutual written waiver specifically referring to this Section 8.17 and executed by each of the parties hereto), and this waiver will apply to any subsequent amendments, renewals, supplements or modifications of or to this Agreement or any of the other Collateral Documents or to any other documents or agreements relating thereto. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

Section 8.18. Counterparts. This Agreement may be executed in any number of counterparts (including by facsimile), each of which when so executed and delivered will be deemed an original, but all such counterparts together will constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or electronic .pdf copy shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 8.19. Effectiveness. This Agreement will become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by each party of written notification of such execution and written or telephonic authorization of delivery thereof.

Section 8.20. Continuing Nature of this Agreement. This Agreement, including the subordination provisions hereof, will be reinstated if at any time any payment or distribution in respect of any of the Secured Obligations is rescinded or must otherwise be returned in an Insolvency or Liquidation Proceeding or otherwise by any holder of Secured Obligations or Secured Lien Representative or any representative of any such party (whether by demand, settlement, litigation or otherwise).

Section 8.21. Insolvency. This Agreement will be applicable both before and after the commencement of any Insolvency or Liquidation Proceeding by or against the Borrower or any other Grantor. The relative rights, as provided for in this Agreement, will continue after the commencement of any such Insolvency or Liquidation Proceeding on the same basis as prior to the date of the commencement of any such case, as provided in this Agreement.

Section 8.22. Rights and Immunities of Secured Lien Representatives and Security Trustee. The Administrative Agent will be entitled to all of the rights, protections, immunities and indemnities set forth in the Loan Agreement (including, without limitation, Article VIII thereof) and any future Secured Lien Representative will be entitled to all of the rights, protections, immunities and indemnities set forth in the credit agreement, indenture or other agreement governing the applicable Secured Debt with respect to which such Person will act as representative.

It is expressly acknowledged and agreed to by the parties that: (a) this Agreement and each other Collateral Document is executed and delivered by UMB Bank, N.A., not in its individual capacity, but solely as Security Trustee pursuant to this Agreement; (b) each of the representations, undertakings and agreements in this Agreement and the other Collateral Documents made on the part of the Security Trustee are made and intended not as personal representations, undertakings and agreements by UMB Bank, N.A., but are made and intended for the purpose of binding only the Security Trustee in its trust capacity; and (c) under no circumstances shall UMB Bank, N.A. be personally liable for the payment of any costs or expenses or be liable for the breach or failure of any obligation, representation, warranty or

    41

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covenant made or undertaken by the Security Trustee under this Agreement and the other Collateral Documents.

If the capacity of the Security Trustee as security trustee under this Agreement is not recognized under the applicable law of any jurisdiction, then the capacity of the Security Trustee as security trustee shall, for purposes of enforcement of this Agreement in such jurisdiction, be deemed to be replaced by the capacity of a security agent, and all references to “Security Trustee” in this Agreement shall be deemed references to “Security Agent” for such purposes; provided that all of the rights, powers, protections, immunities and indemnities of the Security Trustee set forth in this Agreement shall apply to the “Security Agent”, notwithstanding such designation.

Section 8.23. Amendment and Restatement.

(a)This Agreement shall be deemed to be an amendment to and restatement of the First Restated Intercreditor Agreement, and the First Restated Intercreditor Agreement as amended and restated hereby shall remain in full force and effect and is hereby ratified and confirmed in all respects. This Agreement is not intended to constitute, nor does it constitute, an interruption, suspension of continuity, satisfaction, discharge of prior duties, novation, or termination of the First Restated Intercreditor Agreement or the liens, security interests, loans, guarantees, indemnities, liabilities, expenses, or obligations under the First Restated Intercreditor Agreement, or the collateral thereunder. Each of the Obligors affirms its duties and obligations under the terms of the First Restated Intercreditor Agreement (as amended and restated by this Agreement). This Agreement amends and restates the First Restated Intercreditor Agreement in its entirety and any obligation thereunder shall be deemed to be outstanding under this Agreement. If there is a conflict between the First Restated Intercreditor Agreement and this Agreement, this Agreement shall govern from and after the Restatement Date. Upon the Restatement Date, each reference to the First Restated Intercreditor Agreement in any other Secured Debt Document or in any other document, instrument or agreement shall mean and be a reference to the First Restated Intercreditor Agreement as amended and restated by this Agreement.

(b)Each Obligor hereby (i) expressly acknowledges the terms of this Agreement, (ii) ratifies and affirms its obligations under the Secured Debt Documents (including guarantees and security agreements) executed by such Obligor and (iii) acknowledges, renews and extends its continued liability under all such Secured Debt Documents and agrees such Secured Debt Documents remain in full force and effect, including with respect to the obligations of the Borrower as modified by this Agreement. Each Obligor further represents and warrants to each Secured Party that after giving effect to this Agreement, neither the modification of the First Restated Intercreditor Agreement effected pursuant to this Agreement, nor the execution, delivery, performance or effectiveness of this Agreement (A) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Secured Debt Document (as such term is defined in the First Restated Intercreditor Agreement), and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (B) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

(c)Each Obligor hereby agrees, acknowledges and affirms that (i) each of the Secured Debt Documents to which it is a party shall remain in full force and effect and shall constitute security for all Obligations pursuant to the First Restated Intercreditor Agreement as amended and restated hereby and the other Secured Debt Documents, and (ii) any reference to the First Restated Intercreditor Agreement appearing in any such Secured Debt Document shall

    42

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on and after the Restatement Date be deemed to refer to the First Restated Intercreditor Agreement as amended and restated hereby. In furtherance of the foregoing, each Obligor hereby confirms the security interest in the Collateral granted by it in favor of the Security Trustee pursuant to each Collateral Document to which it is a party.

    43

#4887-0762-5804

IN WITNESS WHEREOF, the parties hereto have caused this Second Amended and Restated Intercreditor and Proceeds Agreement to be executed by their respective officers or representatives as of the day and year first above written.

The Borrower

SEASPAN HOLDCO III LTD.,

by /s/ Bing Chen

Name: Bing Chen
Title: President

#4887-0762-5804

The Primary Guarantor
SEASPAN CORPORATION,

by /s/ Graham Talbot

Name: Graham Talbot
Title: Chief Financial Officer

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Grantors

GC Intermodal I, Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

GC Intermodal IV, Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

GC Intermodal V, Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

GC Intermodal VI, Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

GC Intermodal IX, Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

GC Intermodal X, Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

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GC Intermodal XI, Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

GC Intermodal XV, Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

GC Intermodal XVI, Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

GC Intermodal XIX, Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

GC Intermodal XX Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan 696C Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan 716C Ltd., as Guarantor

by /s/ Bing Chen

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#4887-0762-5804

Name: Bing Chen
Title: President

Seaspan 717C Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan 718C Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan 719C Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan 720C Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan 721C Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan 722C Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

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Seaspan 993 Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan 1105 Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan 1539 Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan 1540 Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan 1541 Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan 1542 Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan 1543 Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

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Seaspan 1550 Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan 1551 Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan 1552 Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan 1566 Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan 1568 Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan 1854 Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan 1855 Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

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Seaspan 2177 Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan 2180 Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan 2181 Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan 2638 Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan 2640 Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan 3278 Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

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#4887-0762-5804

Seaspan Containership S452 Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan Holdco XII Pte. Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan Holdco XIII Pte. Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan Holdco XIV Pte. Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan Holdco XV Pte. Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan Holdco XVI Pte. Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan Holdco XVII Pte. Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

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Seaspan YZJ 983 Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan YZJ 985 Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan Holdco XXXIII Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan Holdco XXXIV Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan Holdco LVI Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

Seaspan Holdco LVII Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President:

Seaspan Holdco LVIII Ltd., as Guarantor

by /s/ Bing Chen

Name: Bing Chen
Title: President

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UMB BANK, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Security Trustee,

by /s/ Glenn Shaw

Name: Glenn Shaw
Title: Vice President

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CITIBANK, N.A., as Administrative Agent under the Loan Agreement,

by /s/ Marion O'Connor

Name: Marion O'Connor
Title: Senior Trust Officer

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EX-8.1

ATLAS CORP.                          Exhibit 8.1

SUBSIDIARIES

	COMPANY NAME	INCORPORATION JURISDICTION	OWNERSHIP
1	Atlas Corp.	Republic of Marshall Islands	NYSE Listed - Public Company
2	Seaspan Corporation	Republic of Marshall Islands	Atlas Corp. owns 100%
3	Seaspan Management Services Limited	Bermuda	Seaspan Corporation owns 100%
4	Seaspan Advisory Services Limited	Bermuda	Seaspan Management Services Ltd. owns 100%
5	Seaspan Ship Management Ltd.	British Columbia	Seaspan Management Services Ltd. owns 100%
6	Seaspan Capital Ltd.	British Columbia	Seaspan Ship Management owns 100%
7	Seaspan Crew Management Ltd.	Bahamas	Seaspan Ship Management Ltd. owns 100%
8	Seaspan Crew Management India Private Limited	India	Seaspan Ship Management Ltd. owns 0.01% and Seaspan Crew Management Ltd. owns 99.99%
9	Seaspan Investment I Ltd.	Republic of Marshall Islands	Seaspan Corporation owns 100%
10	Seaspan YZJ 983 Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
11	Seaspan YZJ 985 Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
12	Seaspan 1037 Ltd. (ex Seaspan YZJ 993 Ltd)	Republic of Marshall Islands	Seaspan Corporation owns 100%
13	Seaspan Holding 140 Ltd.	Republic of Marshall Islands	Seaspan Corporation owns 100%
14	Seaspan 140 Ltd.	Republic of Marshall Islands	Seaspan Holding 140 Ltd. owns 100%
15	Seaspan (Asia) Corporation	Republic of Marshall Islands	Seaspan Corporation owns 100%
16	Seaspan Containership 2180 Ltd.	Republic of Marshall Islands	Seaspan (Asia) Corporation owns 100%
17	Seaspan Containership 2181 Ltd.	Republic of Marshall Islands	Seaspan (Asia) Corporation owns 100%
18	Seaspan Containership S452 Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
19	Seaspan Holdco II Ltd.	Republic of Marshall Islands	Seaspan Corporation owns 100%
20	Seaspan Holdco III Ltd.	Republic of Marshall Islands	Seaspan Corporation owns 100%
21	Seaspan Holdco VI Ltd.	Republic of Marshall Islands	Seaspan Corporation

	COMPANY NAME	INCORPORATION JURISDICTION	OWNERSHIP
22	Seaspan Holdco VII Ltd.	Republic of Marshall Islands	Seaspan Corporation
23	Seaspan Holdco VIII Ltd.	Republic of Marshall Islands	Seaspan Corporation
24	Seaspan Holdco IX Ltd.	Republic of Marshall Islands	Seaspan Corporation
25	Seaspan Holdco X Ltd.	Republic of Marshall Islands	Seaspan Corporation
26	Seaspan Holdco XI Ltd.	Republic of Marshall Islands	Seaspan Corporation
27	Seaspan Holdco XII Pte. Ltd.	Singapore	Seaspan Holdco III owns 100%
28	Seaspan Holdco XIII Pte. Ltd.	Singapore	Seaspan Holdco III owns 100%
29	Seaspan Holdco XIV Pte. Ltd.	Singapore	Seaspan Holdco III owns 100%
30	Seaspan Holdco XV Pte. Ltd.	Singapore	Seaspan Holdco III owns 100%
31	Seaspan Holdco XVI Pte. Ltd.	Singapore	Seaspan Holdco III owns 100%
32	Seaspan Holdco XVII Pte. Ltd.	Singapore	Seaspan Holdco III owns 100%
33	Seaspan Holdco XVIII Ltd.	Republic of Marshall Islands	Seaspan Corporation
34	Seaspan Holdco XIX Ltd.	Republic of Marshall Islands	Seaspan Corporation
35	Seaspan Holdco XX Ltd.	Republic of Marshall Islands	Seaspan Corporation
36	Seaspan Holdco XXI Ltd.	Republic of Marshall Islands	Seaspan Corporation
37	Seaspan Holdco XXII Ltd.	Republic of Marshall Islands	Seaspan Corporation
38	Seaspan Holdco XXIII Ltd.	Republic of Marshall Islands	Seaspan Corporation
39	Seaspan Holdco XXIV Ltd. (ex Seaspan 1544 Ltd.)	Republic of Marshall Islands	Seaspan Corporation
40	Seaspan Holdco XXV Ltd.	Republic of Marshall Islands	Seaspan Corporation
41	Seaspan Holdco XXVI Ltd.	Republic of Marshall Islands	Seaspan Corporation
42	Seaspan Holdco XXVII Ltd.	Republic of Marshall Islands	Seaspan Corporation
43	Seaspan Holdco XXVIII Ltd.	Republic of Marshall Islands	Seaspan Corporation
44	Seaspan Holdco XXIX Ltd.	Republic of Marshall Islands	Seaspan Corporation

	COMPANY NAME	INCORPORATION JURISDICTION	OWNERSHIP
45	Seaspan Holdco XXX Ltd.	Republic of Marshall Islands	Seaspan Corporation
46	Seaspan Holdco XXXI Ltd.	Republic of Marshall Islands	Seaspan Corporation
47	Seaspan Holdco XXXII Ltd.	Republic of Marshall Islands	Seaspan Corporation
48	Seaspan Holdco XXXIII Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
49	Seaspan Holdco XXXIV Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
50	Seaspan Holdco XXXV Ltd.	Republic of Marshall Islands	Seaspan Corporation
51	Seaspan Holdco XXXVI Ltd.	Republic of Marshall Islands	Seaspan Corporation
52	Seaspan Holdco XXXVII Ltd.	Republic of Marshall Islands	Seaspan Corporation
53	Seaspan Holdco XXXVIII Ltd.	Republic of Marshall Islands	Seaspan Corporation
54	Seaspan Holdco XXXIX Ltd.	Republic of Marshall Islands	Seaspan Corporation
55	Seaspan Holdco XL Ltd.	Republic of Marshall Islands	Seaspan Corporation
56	Seaspan Holdco XLI Ltd.	Republic of Marshall Islands	Seaspan Corporation
57	Seaspan Holdco XLII Ltd.	Republic of Marshall Islands	Seaspan Corporation
58	Seaspan Holdco XLIII Ltd.	Republic of Marshall Islands	Seaspan Corporation
59	Seaspan Holdco XLIV Ltd.	Republic of Marshall Islands	Seaspan Corporation
60	Seaspan Holdco XLV Ltd.	Republic of Marshall Islands	Seaspan Corporation
61	Seaspan Holdco XLVI Ltd.	Republic of Marshall Islands	Seaspan Corporation
62	Seaspan Holdco XLVII Ltd.	Republic of Marshall Islands	Seaspan Corporation
63	Seaspan Holdco XLVIII Ltd.	Republic of Marshall Islands	Seaspan Corporation
64	Seaspan Holdco XLIX Ltd.	Republic of Marshall Islands	Seaspan Corporation
65	Seaspan Holdco L Ltd.	Republic of Marshall Islands	Seaspan Corporation
66	Seaspan Holdco LI Ltd.	Republic of Marshall Islands	Seaspan Corporation
67	Seaspan Holdco LII Ltd.	Republic of Marshall Islands	Seaspan Corporation

	COMPANY NAME	INCORPORATION JURISDICTION	OWNERSHIP
68	Seaspan Holdco LIII Ltd.	Republic of Marshall Islands	Seaspan Corporation
69	Seaspan Holdco LIV Ltd.	Republic of Marshall Islands	Seaspan Corporation
70	Seaspan Holdco LV Ltd.	Republic of Marshall Islands	Seaspan Corporation
71	Seaspan Holdco LVI Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
72	Seaspan Holdco LVII Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
73	Seaspan Holdco LVIII Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
74	Seaspan Containership 145 Ltd.	Republic of Marshall Islands	Seaspan Corporation
75	Seaspan Containership 146 Ltd.	Republic of Marshall Islands	Seaspan Corporation
76	Seaspan Containership 147 Ltd.	Republic of Marshall Islands	Seaspan Corporation
77	Seaspan Containership I Ltd.	Republic of Marshall Islands	Seaspan Corporation
78	Seaspan Containership II Ltd.	Republic of Marshall Islands	Seaspan Corporation
79	Seaspan Containership III Ltd.	Republic of Marshall Islands	Seaspan Corporation
80	Seaspan Containership IV Ltd.	Republic of Marshall Islands	Seaspan Corporation
81	Seaspan Containership V Ltd.	Republic of Marshall Islands	Seaspan Corporation
82	Seaspan Containership VI Ltd.	Republic of Marshall Islands	Seaspan Corporation
83	Seaspan Containership VII Ltd.	Republic of Marshall Islands	Seaspan Corporation
84	Seaspan Containership VIII Ltd.	Republic of Marshall Islands	Seaspan Corporation
85	Seaspan Containership IX Ltd.	Republic of Marshall Islands	Seaspan Corporation
86	Seaspan Containership X Ltd.	Republic of Marshall Islands	Seaspan Corporation
87	Seaspan Containership XI Ltd.	Republic of Marshall Islands	Seaspan Corporation
88	Seaspan Containership XII Ltd.	Republic of Marshall Islands	Seaspan Corporation
89	Seaspan Containership 2049 Ltd.	Republic of Marshall Islands	Seaspan Corporation
90	Seaspan Containership 2050 Ltd.	Republic of Marshall Islands	Seaspan Corporation

	COMPANY NAME	INCORPORATION JURISDICTION	OWNERSHIP
91	Seaspan Containership 1344 Ltd.	Republic of Marshall Islands	Seaspan Corporation
92	Seaspan Containership 1345 Ltd.	Republic of Marshall Islands	Seaspan Corporation
93	Seaspan Containership 1346 Ltd.	Republic of Marshall Islands	Seaspan Corporation
94	Seaspan Containership 1347 Ltd.	Republic of Marshall Islands	Seaspan Corporation
95	Seaspan Containership 1369 Ltd.	Republic of Marshall Islands	Seaspan Corporation
96	Seaspan Containership 1370 Ltd.	Republic of Marshall Islands	Seaspan Corporation
97	Seaspan Containership 1371 Ltd.	Republic of Marshall Islands	Seaspan Corporation
98	Seaspan Containership 1372 Ltd.	Republic of Marshall Islands	Seaspan Corporation
99	Seaspan Containership 1373 Ltd.	Republic of Marshall Islands	Seaspan Corporation
100	Seaspan Containership 1384 Ltd.	Republic of Marshall Islands	Seaspan Corporation
101	Seaspan Containership 1385 Ltd.	Republic of Marshall Islands	Seaspan Corporation
102	Seaspan Containership 1386 Ltd.	Republic of Marshall Islands	Seaspan Corporation
103	Seaspan Containership 1387 Ltd.	Republic of Marshall Islands	Seaspan Corporation
104	Seaspan Containership 1388 Ltd.	Republic of Marshall Islands	Seaspan Corporation
105	Seaspan Containership 1389 Ltd.	Republic of Marshall Islands	Seaspan Corporation
106	Seaspan Containership 1390 Ltd.	Republic of Marshall Islands	Seaspan Corporation
107	Seaspan Containership 1394 Ltd.	Republic of Marshall Islands	Seaspan Corporation
108	Seaspan Containership 1395 Ltd.	Republic of Marshall Islands	Seaspan Corporation
109	Seaspan Containership 1396 Ltd.	Republic of Marshall Islands	Seaspan Corporation
110	Seaspan Containership 1397 Ltd.	Republic of Marshall Islands	Seaspan Corporation
111	Seaspan Containership 1398 Ltd.	Republic of Marshall Islands	Seaspan Corporation
112	Seaspan Containership H1562 Ltd.	Republic of Marshall Islands	Seaspan Corporation
113	Seaspan Containership H1563 Ltd.	Republic of Marshall Islands	Seaspan Corporation

	COMPANY NAME	INCORPORATION JURISDICTION	OWNERSHIP
114	Seaspan Containership H1564 Ltd.	Republic of Marshall Islands	Seaspan Corporation
115	Seaspan Containership H1565 Ltd.	Republic of Marshall Islands	Seaspan Corporation
116	Seaspan Containership H1566 Ltd.	Republic of Marshall Islands	Seaspan Corporation
117	Seaspan Containership H1567 Ltd.	Republic of Marshall Islands	Seaspan Corporation
118	Seaspan Containership H1568 Ltd.	Republic of Marshall Islands	Seaspan Corporation
119	Seaspan Containership H1569 Ltd.	Republic of Marshall Islands	Seaspan Corporation
120	Seaspan Containership H1570 Ltd.	Republic of Marshall Islands	Seaspan Corporation
121	Seaspan Containership H1571 Ltd.	Republic of Marshall Islands	Seaspan Corporation
122	Seaspan 696C Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
123	Seaspan 716C Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
124	Seaspan 717C Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
125	Seaspan 718C Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
126	Seaspan 719C Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
127	Seaspan 720C Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
128	Seaspan 721C Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
129	Seaspan 722C Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
130	Seaspan 993 Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
131	Seaspan 1105 Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
132	Seaspan 1539 Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
133	Seaspan 1540 Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
134	Seaspan 1541 Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
135	Seaspan 1542 Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
136	Seaspan 1543 Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%

	COMPANY NAME	INCORPORATION JURISDICTION	OWNERSHIP
137	Seaspan 1550 Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
138	Seaspan 1551 Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
139	Seaspan 1552 Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
140	Seaspan 1566 Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
141	Seaspan 1568 Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
142	Seaspan 1854 Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
143	Seaspan 1855 Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
144	Seaspan 2177 Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
145	Seaspan 2638 Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
146	Seaspan 2640 Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
147	Seaspan 2180 Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
148	Seaspan 2181 Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
149	Seaspan 3278 Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
150	Greater China Intermodal Investments LLC	Republic of Marshall Islands	Seaspan Investment I Ltd.
151	GC Intermodal Holding Company I, Ltd.	Republic of Marshall Islands	Greater China Intermodal Investments LLC
152	GC Intermodal Intermediate Holding Company I, Ltd.	Republic of Marshall Islands	GC Intermodal Holding Company I, Ltd.
153	GC Intermodal I, Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
154	GC Intermodal Holding Company II, Ltd.	Republic of Marshall Islands	Greater China Intermodal Investments LLC
155	GC Intermodal Intermediate Holding Company II, Ltd.	Republic of Marshall Islands	GC Intermodal Holding Company II, Ltd.
156	GC Intermodal II, Ltd.	Republic of Marshall Islands	GC Intermodal Intermediate Holding Company II, Ltd.
157	GC Intermodal Holding Company III, Ltd.	Republic of Marshall Islands	Greater China Intermodal Investments LLC
158	GC Intermodal Intermediate Holding Company III, Ltd.	Republic of Marshall Islands	GC Intermodal Holding Company III, Ltd.
159	GC Intermodal III, Ltd.	Republic of Marshall Islands	GC Intermodal Intermediate Holding Company III, Ltd.

	COMPANY NAME	INCORPORATION JURISDICTION	OWNERSHIP
160	GC Intermodal Holding Company IV, Ltd.	Republic of Marshall Islands	Greater China Intermodal Investments LLC
161	GC Intermodal Intermediate Holding Company IV, Ltd.	Republic of Marshall Islands	GC Intermodal Holding Company IV, Ltd.
162	GC Intermodal IV, Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
163	GC Intermodal Holding Company V, Ltd.	Republic of Marshall Islands	Greater China Intermodal Investments LLC
164	GC Intermodal Intermediate Holding Company V, Ltd.	Republic of Marshall Islands	GC Intermodal Holding Company V, Ltd.
165	GC Intermodal V, Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
166	GC Intermodal Holding Company VI, Ltd.	Republic of Marshall Islands	Greater China Intermodal Investments LLC
167	GC Intermodal Intermediate Holding Company VI, Ltd.	Republic of Marshall Islands	GC Intermodal Holding Company VI, Ltd.
168	GC Intermodal VI, Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
169	GC Intermodal Holding Company IX, Ltd.	Republic of Marshall Islands	Greater China Intermodal Investments LLC
170	GC Intermodal Intermediate Holding Company IX, Ltd.	Republic of Marshall Islands	GC Intermodal Holding Company IX, Ltd.
171	GC Intermodal IX, Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
172	GC Intermodal Holding Company X, Ltd.	Republic of Marshall Islands	Greater China Intermodal Investments LLC
173	GC Intermodal Intermediate Holding Company X, Ltd.	Republic of Marshall Islands	GC Intermodal Holding Company X, Ltd.
174	GC Intermodal X, Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
175	GC Intermodal Holding Company XI, Ltd.	Republic of Marshall Islands	Greater China Intermodal Investments LLC
176	GC Intermodal Intermediate Holding Company XI, Ltd.	Republic of Marshall Islands	GC Intermodal Holding Company XI, Ltd.
177	GC Intermodal XI, Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
178	GC Intermodal Holding Company XII, Ltd.	Republic of Marshall Islands	Greater China Intermodal Investments LLC
179	GC Intermodal Intermediate Holding Company XII, Ltd.	Republic of Marshall Islands	GC Intermodal Holding Company XII, Ltd.
180	GC Intermodal XII, Ltd.	Republic of Marshall Islands	GC Intermodal Intermediate Holding Company XII, Ltd.
181	GC Intermodal Holding Company XIV, Ltd.	Republic of Marshall Islands	Greater China Intermodal Investments LLC
182	GC Intermodal Intermediate Holding Company XIV, Ltd.	Republic of Marshall Islands	GC Intermodal Holding Company XIV, Ltd.

	COMPANY NAME	INCORPORATION JURISDICTION	OWNERSHIP
183	GC Intermodal XIV, Ltd.	Republic of Marshall Islands	GC Intermodal Intermediate Holding Company XIV, Ltd.
184	GC Intermodal Holding Company XV, Ltd.	Republic of Marshall Islands	Greater China Intermodal Investments LLC
185	GC Intermodal Intermediate Holding Company XV, Ltd.	Republic of Marshall Islands	GC Intermodal Holding Company XV, Ltd.
186	GC Intermodal XV, Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
187	GC Intermodal Holding Company XVI, Ltd.	Republic of Marshall Islands	Greater China Intermodal Investments LLC
188	GC Intermodal Intermediate Holding Company XVI, Ltd.	Republic of Marshall Islands	GC Intermodal Holding Company XVI, Ltd.
189	GC Intermodal XVI, Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
190	GC Intermodal Holding Company XVII, Ltd.	Republic of Marshall Islands	Greater China Intermodal Investments LLC
191	GC Intermodal Intermediate Holding Company XVII, Ltd.	Republic of Marshall Islands	GC Intermodal Holding Company XVII, Ltd.
192	GC Intermodal XVII, Ltd.	Republic of Marshall Islands	GC Intermodal Intermediate Holding Company XVII, Ltd.
193	GC Intermodal Holding Company XIX, Ltd.	Republic of Marshall Islands	Greater China Intermodal Investments LLC
194	GC Intermodal Intermediate Holding Company XIX, Ltd.	Republic of Marshall Islands	GC Intermodal Holding Company XIX, Ltd.
195	GC Intermodal XIX, Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
196	GC Intermodal Holding Company XX, Ltd.	Republic of Marshall Islands	Greater China Intermodal Investments LLC
197	GC Intermodal Intermediate Holding Company XX, Ltd.	Republic of Marshall Islands	GC Intermodal Holding Company XX, Ltd.
198	GC Intermodal XX, Ltd.	Republic of Marshall Islands	Seaspan Holdco III owns 100%
199	GC Intermodal Holding Company XXI, Ltd.	Republic of Marshall Islands	Greater China Intermodal Investments LLC
200	GC Intermodal Intermediate Holding Company XXI, Ltd.	Republic of Marshall Islands	GC Intermodal Holding Company XXI, Ltd.
201	GC Intermodal XXI, Ltd.	Republic of Marshall Islands	GC Intermodal Intermediate Holding Company XXI, Ltd.
202	GC Intermodal Holding Company XXIV, Ltd.	Republic of Marshall Islands	Greater China Intermodal Investments LLC
203	GC Intermodal Intermediate Holding Company XXIV, Ltd.	Republic of Marshall Islands	GC Intermodal Holding Company XXIV, Ltd.
204	GC Intermodal XXIV, Ltd.	Republic of Marshall Islands	GC Intermodal Intermediate Holding Company XXIV, Ltd.
205	GC Intermodal Operating Company	Republic of Marshall Islands	Greater China Intermodal Investments LLC

	COMPANY NAME	INCORPORATION JURISDICTION	OWNERSHIP
206	GC Intermodal Operating (HK) Limited	Hong Kong	GC Intermodal Operating Company
207	Apple Bidco Limited	England	Atlas Corp. owns 100%
208	APR Energy Limited	England	Apple Bidco Limited owns 100%
209	APR Energy Holdings Limited	England	APR Energy Limited owns 100%
210	APR Energy, USA	Florida	APR International, LLC owns 100%
211	Power Rental Asset Co LLC	Florida	APR Energy Holdings Limited owns 100%
212	Power Rental Asset Co Two LLC	Delaware	Power Rental Asset Co LLC owns 100%
213	Power Rental Op Co Australia LLC	Delaware	Power Rental Asset Co LLC owns 100%
214	Power Rental Op Co LLC	Florida	APR Energy Holdings Limited owns 100%
215	APR Energy (Singapore) Private Limited	Singapore	APR Energy Holdings Limited owns 100%
216	APR International, LLC	Florida	APR Energy Holdings Limited owns 100%
217	APR Energy FZE	(Dubai) Jafza	APR International, LLC owns 100%
218	APR Energy Bangladesh Limited	Bangladesh (Dhaka)	APR Energy Holdings Limited owns 99%, and APR International, LLC owns 1%
219	APR Energy Spain S.L.U.	Madrid	APR Energy Holdings Limited owns 100%
220	Falconbridge Services, LLC	Florida	APR International, LLC 100%
221	APR Energy, LLC	Florida	APR International, LLC owns 100%
222	APR Energy II LLC	Florida	APR International, LLC owns 100%
223	APR Energy SRL	Buenos Aires	APR Energy, LLC owns 99.6% and
			APR Energy II LLC owns .04%
224	APR Energy Guatemala S.A.	Guatemala City	APR Energy, LLC owns 50% and
			APR International, LLC owns 50%
225	PT APR Indonesia	Jakarta	APR Energy, LLC owns .95%;
			APR International owns 94.05%; and PT Karya Cemerlang Semanan owns 5%

	COMPANY NAME	INCORPORATION JURISDICTION	OWNERSHIP
226	APR Energy MEX S. de R.L. de C.V.	Mexico	APR Energy, LLC owns 99%; and APR International, LLC owns 1%
227	Power Rental Op Puerto Rico LLC	Puerto Rico	APR Energy Holdings owns 100%
228	APR Energy B.V.	Amsterdam, the Netherlands	APR Energy Holdings owns 100%
229	APR Energy do Brasil Ltda.	Brasil	APR Energy B.V. Netherlands owns 100%
230	APR Energy Holdings Ltd Libya Branch	Libya	APR Energy Holdings Limited (UK) owns 100%
231	Power Rental Op Co LLC USVI Branch	Florida	Power Rental Op Co LLC (Florida) owns 100%
232	Power Rental Op Co Australia LLC Australia Branch	Delaware	Power Rental Op Co Australia LLC (Delaware) owns 100%
233	APR Energy, LLC Botswana Branch	Botswana	APR Energy, LLC (Florida) owns 100%

EX-12.1

Exhibit 12.1

CERTIFICATION

I, Bing Chen, Chief Executive Officer of Atlas Corp. (the “Company”), certify that:

1.I have reviewed this report on Form 20-F of the Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4.The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5.The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Dated: March 15, 2023	By:	/s/ Bing Chen
	Bing Chen
	Chief Executive Officer
	(Principal Executive Officer)

EX-12.2

Exhibit 12.2

CERTIFICATION

I, Graham Talbot, Chief Financial Officer of Atlas Corp. (the “Company”), certify that:

1.     I have reviewed this report on Form 20-F of the Company;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)     Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)     Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5.     The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Dated: March 15, 2023 By:     /s/ Gramham Talbot                    
    Graham Talbot
    Chief Financial Officer
    (Principal Financial and Accounting Officer)

EX-13.1

Exhibit 13.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Atlas Corp. (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Form 20-F”), I, Bing Chen, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Form 20-F fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 15, 2023
By:	/s/ Bing Chen
	Bing Chen
	Chief Executive Officer
	(Principal Executive Officer)

EX-13.2

Exhibit 13.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Atlas Corp. (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Form 20-F”), I, Graham Talbot, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Form 20-F fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 15, 2023
By:	/s/ Graham Talbot
	Graham Talbot
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

EX-15.1

Exhibit 15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Atlas Corp.

We consent to the use of our report dated March 15, 2023 on the consolidated financial statements of Atlas Corp. (the “Entity”), which comprise the consolidated balance sheets of Atlas Corp. as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, shareholders’ equity and cumulative redeemable preferred shares, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the “consolidated financial statements”), and our report dated March 15, 2023 on the effectiveness of the Entity’s internal control over financial reporting as of December 31, 2022, each of which is included in the annual report on Form 20-F of the Entity for the fiscal year ended December 31, 2022.

We also consent to the incorporation by reference of such reports in the Registration Statements (Nos. 333-257967, 333-254536, 333-238178, 333-230524, 333-229312, 333-227597, 333-224288, 333-220176, 333-200639, 333-195571, and 333-180895) on Form F-3, the Registration Statement (No. 333-254537) on Form F-4, the Registration Statements (Nos. 333-151329, 333-202698 and 333-224291) on Form F-3D, and the Registration Statements (Nos. 333-173207, 333-189493, 333-200640, 333-212230, 333-222216, 333-239578 and 333-263872) on Form S-8 of Atlas Corp.

/s/ KPMG LLP

Chartered Professional Accountants

March 15, 2023

Vancouver,

Canada

XML

Cover - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Document Information [Line Items]
Document Type	20-F
Document Registration Statement	false
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Document Shell Company Report	false
Entity File Number	001-39237
Entity Registrant Name	ATLAS CORP.
Entity Incorporation, State or Country Code	1T
Entity Address, Address Line One	23 Berkeley Square
Entity Address, City or Town	London
Entity Address, Country	GB
Entity Address, Postal Zip Code	W1J 6HE
Entity Common Stock, Shares Outstanding	281,565,472
Preferred shares, outstanding (in shares)	20,118,833	20,118,833
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Accounting Standard	U.S. GAAP
Entity Shell Company	false
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Central Index Key	0001794846
7.125% Notes due 2027
Document Information [Line Items]
Title of 12(b) Security	7.125% Notes due 2027
Trading Symbol	ATCOL
Security Exchange Name	NASDAQ
Business Contact
Document Information [Line Items]
Entity Address, Address Line One	23 Berkeley Square
Entity Address, City or Town	London
Entity Address, Country	GB
Entity Address, Postal Zip Code	W1J 6HE
Contact Personnel Name	Graham Talbot
City Area Code	+44
Local Phone Number	+44 20 7788 7819
Contact Personnel Fax Number	+ 44 843 320 5270
Common Shares
Document Information [Line Items]
Title of 12(b) Security	Common Shares, par value of $0.01 per share
Trading Symbol	ATCO
Security Exchange Name	NYSE
Series D
Document Information [Line Items]
Title of 12(b) Security	Series D Preferred Shares, par value of $0.01 per share
Trading Symbol	ATCO-PD
Security Exchange Name	NYSE
Preferred shares, outstanding (in shares)	5,093,728
Series H
Document Information [Line Items]
Title of 12(b) Security	Series H Preferred Shares, par value of $0.01 per share
Trading Symbol	ATCO-PH
Security Exchange Name	NYSE
Preferred shares, outstanding (in shares)	9,025,105
Series I
Document Information [Line Items]
Title of 12(b) Security	Series I Preferred Shares, par value of $0.01 per share
Trading Symbol	ATCO-PI
Security Exchange Name	NYSE
Preferred shares, outstanding (in shares)	6,000,000
Series J Preferred Stock
Document Information [Line Items]
Preferred shares, outstanding (in shares)	12,000,000

XML

Audit Information	12 Months Ended
	Dec. 31, 2022
Audit Information [Abstract]
Auditor Firm ID	85
Auditor Name	KPMG LLP
Auditor Location	Vancouver, Canada

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 280,000	$ 288,600
Accounts receivable	98,600	56,200
Inventories	50,000	46,400
Prepaid expenses and other	44,400	35,700
Asset held for sale (note 8)	19,400	0
Net investment in lease (note 7)	21,000	16,800
Acquisition related assets	79,800	104,000
Total current assets	593,200	547,700
Property, plant and equipment (note 8)	7,156,900	6,952,200
Vessels under construction (note 9)	1,422,500	1,095,600
Operating and Finance Lease, Right-of-Use Asset	746,700	724,900
Net investment in lease (note 7)	887,400	741,500
Goodwill (note 11)	75,300	75,300
Deferred tax assets (note 18)	500	1,900
Derivative instruments (note 24(c))	107,100	6,100
Other assets (note 12)	312,800	424,400
Total assets	11,302,400	10,569,600
Current liabilities:
Accounts payable and accrued liabilities (note 22)	204,300	183,400
Deferred revenue	25,200	46,600
Income tax payable	72,252	96,900
Long-term debt - current (note 13)	238,400	551,000
Operating lease liabilities - current (note 14)	115,300	155,100
Finance lease liabilities - current (note 15)	222,200	0
Other financing arrangements - current (note 16)	147,500	100,500
Other liabilities - current (note 17)	13,300	42,000
Total current liabilities	1,038,500	1,175,500
Long-term debt (note 13)	3,453,400	3,731,800
Operating lease liabilities (note 14)	391,700	562,300
Other financing arrangements (note 16)	1,940,300	1,239,300
Derivative instruments (note 24(c))	1,500	28,500
Other liabilities (note 17)	51,200	17,700
Total liabilities	6,876,600	6,755,100
Cumulative redeemable preferred shares, $0.01 par value; 12,000,000 issued and outstanding (2021 – 12,000,000) (note 19 (e))	296,900	296,900
Share capital (note 19):
Preferred shares; $0.01 par value; 150,000,000 shares authorized (2021 – 150,000,000); 20,118,833 shares issued and outstanding (2021 – 20,118,833)
Common shares; $0.01 par value; 400,000,000 shares authorized (2021 - 400,000,000); 281,565,472 shares issued and outstanding (2021 - 247,024,699); 727,351 shares held in treasury (2021 – 727,351)	2,800	2,400
Additional paid in capital	3,724,200	3,526,800
Retained earnings	420,000	7,500
Accumulated other comprehensive loss	(18,100)	(19,100)
Total shareholders' equity	4,128,900	3,517,600
Total liabilities and shareholders' equity	$ 11,302,400	$ 10,569,600

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Cumulative redeemable preferred shares, par value (in dollars per share)	$ 0.01	$ 0.01
Cumulative redeemable preferred shares issued (in shares)	12,000,000	12,000,000
Cumulative redeemable preferred shares outstanding (in shares)	12,000,000	12,000,000
Preferred shares, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred shares, authorized (in shares)	150,000,000	150,000,000
Preferred shares, issued (in shares)	20,118,833	20,118,833
Preferred Stock, Shares Outstanding	20,118,833	20,118,833
Common shares, par value (in dollars per share)	$ 0.01	$ 0.01
Common shares, authorized (in shares)	400,000,000	400,000,000
Common shares, issued (in shares)	281,565,472	247,024,699
Common shares, outstanding (in shares)	281,565,472	247,024,699
Treasury stock, shares (in shares)	727,351	727,351

XML

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenue (note 5)	$ 1,697,400,000	$ 1,646,600,000	$ 1,421,100,000
Operating expenses:
Operating expenses	353,400,000	351,000,000.0	303,700,000
Depreciation and amortization	379,100,000	366,700,000	353,900,000
General and administrative	108,100,000	79,200,000	36,300,000
Indemnity claim under acquisition agreement	(21,300,000)	(42,400,000)	0
Operating leases (note 14)	123,000,000.0	146,300,000	150,500,000
Goodwill impairment (note 11)	0	0	117,900,000
Loss (Gain) on sale (note 8)	3,700,000	(16,400,000)	200,000
Total operating expenses	946,000,000.0	884,400,000	962,500,000
Operating earnings	751,400,000	762,200,000	458,600,000
Other expenses (income):
Interest expense	235,400,000	197,100,000	191,600,000
Interest income	(6,500,000)	(3,100,000)	(5,000,000.0)
Loss on debt extinguishment (note 13(e))	9,400,000	127,000,000.0	0
Gain on equity investment	(300,000)	0	0
(Gain) Loss on derivative instruments (note 24(c))	(120,600,000)	(14,100,000)	35,500,000
Other expenses	9,300,000	21,800,000	27,300,000
Total other expenses (income)	126,700,000	328,700,000	249,400,000
Net earnings before income tax	624,700,000	433,500,000	209,200,000
Income tax expense (note 18)	2,400,000	33,000,000.0	16,600,000
Net earnings	$ 622,300,000	$ 400,500,000	$ 192,600,000
Earnings per share (note 20):
Common share, basic (in dollars per share)	$ 2.10	$ 1.36	$ 0.52
Common share, diluted (in dollars per share)	$ 1.96	$ 1.26	$ 0.50

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Net earnings	$ 622.3	$ 400.5	$ 192.6
Other comprehensive income:
Amounts reclassified to net earnings during the period relating to cash flow hedging instruments (note 24(c))	1.0	1.2	1.3
Comprehensive income	$ 623.3	$ 401.7	$ 193.9

XML

Consolidated Statements of Puttable Preferred Shares and Shareholders' Equity - USD ($) $ in Thousands	Total	Series J cumulative redeemable	Cumulative Effect, Period of Adoption, Adjustment	Cumulative Effect, Period of Adoption, Adjusted Balance	Common shares	Common shares Cumulative Effect, Period of Adoption, Adjusted Balance	Preferred shares	Preferred shares Cumulative Effect, Period of Adoption, Adjusted Balance	Additional paid-in capital	Additional paid-in capital Cumulative Effect, Period of Adoption, Adjusted Balance	Deficit	Deficit Cumulative Effect, Period of Adoption, Adjustment	Deficit Cumulative Effect, Period of Adoption, Adjusted Balance	Accumulated other comprehensive loss	Accumulated other comprehensive loss Cumulative Effect, Period of Adoption, Adjusted Balance
Ending balance (in shares) at Dec. 31, 2020		0
Ending balance at Dec. 31, 2020		$ 0
Beginning balance (in shares) at Dec. 31, 2019					215,675,599	215,675,599
Beginning balance (in shares) at Dec. 31, 2019							33,335,570	33,335,570
Beginning balance at Dec. 31, 2019	$ 3,232,700		$ (2,300)	$ 3,230,400	$ 1,800	$ 1,800	$ 300	$ 300	$ 3,452,900	$ 3,452,900	$ (200,700)	$ (2,300)	$ (203,000)	$ (21,600)	$ (21,600)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	192,600										192,600
Other comprehensive income	1,300													1,300
Common shares issued on acquisition (note 3) (in shares)					29,891,266
Common shares issued on acquisition (note 3)	316,800				$ 200				316,600
Unissued acquisition related equity consideration (note 3)	80,800				$ 0				80,800
Cancellation of unissued acquisition related equity consideration (note 3)	(1,300)								(1,300)
Issuance of common shares from unissued acquisition related equity consideration (in shares)					318,637
Issuance of common shares from unissued acquisition related equity consideration (note 3)	0
Return of common shares to unissued acquisition related equity consideration (note 3) (in shares)					(727,351)
Return of common shares to unissued acquisition related equity consideration (note 3)	0
Cancellation of common shares issued on acquisition (note 3) (in shares)					(1,122,290)
Cancellation of common shares issued on acquisition (note 3)	(12,500)								(12,500)
Common shares issued on loan settlement (in shares)					775,139
Common shares issued on loan settlement	8,300				$ 100				8,200
Dividends on common shares	(120,700)										(120,700)
Dividends on preferred shares	(67,100)										(67,100)
Shares issued through dividend reinvestment program (in shares)					30,007
Shares issued through dividend reinvestment program	0								300		(300)
Share-based compensation expense (in shares)					1,398,553
Share-based compensation expense (note 21)	6,400								7,100		(700)
Treasury shares (in shares)					(37,778)
Treasury shares	0
Equity component on issuance of Exchangeable Notes, net of issuance costs (note 13(f))	6,100								6,100
Premium paid on capped call (note 13(f))	(15,500)								(15,500)
Ending balance (in shares) at Dec. 31, 2020					246,277,338
Ending balance (in shares) at Dec. 31, 2020							33,335,570
Ending balance at Dec. 31, 2020	$ 3,625,600				$ 2,100		$ 300		3,842,700		(199,200)			(20,300)
Increase (Decrease) in Temporary Equity [Roll Forward]
Series J preferred shares issued (note 13(e) and 18(e)) (in shares)	12,000,000
Series J preferred shares issued (note 13(e) and 19(e))	$ 296,900
Ending balance (in shares) at Dec. 31, 2021	12,000,000	12,000,000
Ending balance at Dec. 31, 2021	$ 296,900	$ 296,900
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	400,500										400,500
Other comprehensive income	1,200													1,200
Common shares issued on acquisition (note 3)	0
Issuance of common shares from unissued acquisition related equity consideration (in shares)					350,138
Issuance of common shares from unissued acquisition related equity consideration (note 3)	0
Redemption of preferred shares (note 18(b)) (in shares)							(13,216,737)
Redemption of preferred shares (note 19(b))	(330,400)								(330,400)
Warrants for Fairfax Notes	3,000								3,000
Dividends on common shares	(126,300)										(126,300)
Dividends on preferred shares	(66,200)										(66,200)
Shares issued through dividend reinvestment program (in shares)					24,803
Shares issued through dividend reinvestment program	0								300		(300)
Share-based compensation expense (in shares)					372,420
Share-based compensation expense (note 21)	$ 10,200								11,200		(1,000)
Ending balance (in shares) at Dec. 31, 2021	247,024,699				247,024,699	247,024,699
Ending balance (in shares) at Dec. 31, 2021	20,118,833						20,118,833	20,118,833
Ending balance at Dec. 31, 2021	$ 3,517,600		$ (5,100)	$ 3,512,500	$ 2,100	$ 2,100	$ 300	$ 300	3,526,800	$ 3,526,800	7,500	$ (5,073)	$ 2,400	(19,100)	$ (19,100)
Ending balance (in shares) at Dec. 31, 2022	12,000,000	12,000,000
Ending balance at Dec. 31, 2022	$ 296,900	$ 296,900
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	622,300										622,300
Other comprehensive income	1,000													1,000
Issuance of common shares related to release of Holdback Shares (note 6(c))					2,749,898
Common shares issued on acquisition (note 3)	0
Issuance of common shares from unissued acquisition related equity consideration (in shares)					92,444
Exercise of warrants (in shares)					25,000,000
Warrants for Fairfax Notes	201,300				$ 300				201,000
Cancellation of Holdback Shares (note 6(c))	(32,200)								(27,300)		(4,900)
Dividends on common shares	(137,600)										(137,600)
Dividends on preferred shares	(60,800)										(60,800)
Shares issued through dividend reinvestment program (in shares)					27,586
Shares issued through dividend reinvestment program	(100)								300		(400)
Share-based compensation expense (in shares)					6,670,845
Share-based compensation expense (note 21)	$ 22,500				$ 100				23,400		(1,000)
Ending balance (in shares) at Dec. 31, 2022	281,565,472				281,565,472
Ending balance (in shares) at Dec. 31, 2022	20,118,833	12,000,000					20,118,833
Ending balance at Dec. 31, 2022	$ 4,128,900				$ 2,500		$ 300		$ 3,724,200		$ 420,000			$ (18,100)

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Consolidated Statements of Puttable Preferred Shares and Shareholders' Equity (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Dividends per common share (in dollar per share)	$ 0.50	$ 0.50	$ 0.50
Series D
Dividends per preferred share (in dollar per share)	2.00	2.00	2.00
Series E
Dividends per preferred share (in dollar per share)		1.38	2.06
Series G
Dividends per preferred share (in dollar per share)		1.37	2.05
Series H
Dividends per preferred share (in dollar per share)	1.96	1.97	1.97
Series I
Dividends per preferred share (in dollar per share)	2.00	2.00	$ 2.00
Series J
Dividends per preferred share (in dollar per share)	$ 1.76	$ 0.68

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Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating activities:
Net earnings	$ 622,300,000	$ 400,500,000	$ 192,600,000
Items not involving cash:
Depreciation and amortization	379,100,000	366,700,000	353,900,000
Goodwill impairment (note 11)	0	0	117,900,000
Change in right-of-use asset	99,600,000	125,800,000	120,100,000
Non-cash interest expense and accretion	21,200,000	38,200,000	40,500,000
Unrealized change in derivative instruments	(127,900,000)	(40,600,000)	12,900,000
Amortization of acquired revenue contracts	12,400,000	15,000,000.0	16,900,000
Loss on debt extinguishment	9,400,000	127,000,000.0	0
Equity income on investment	(300,000)	0	0
Loss (Gain) on sale	3,700,000	(16,400,000)	200,000
Other	7,000,000.0	26,200,000	5,900,000
Change in other operating assets and liabilities (note 22)	(170,200,000)	(98,400,000)	(166,700,000)
Cash from operating activities	856,300,000	944,000,000.0	694,200,000
Investing activities:
Expenditures for property, plant and equipment and vessels under construction	(1,239,700,000)	(1,577,000,000)	(783,500,000)
Prepayment on vessel purchase	0	(132,300,000)	(82,200,000)
Payment on settlement of interest swap agreements	(12,700,000)	(26,800,000)	(21,800,000)
Cash and restricted cash acquired from APR Energy acquisition	0	0	50,600,000
Gain (Loss) on foreign currency repatriation	4,000,000.0	(13,900,000)	(18,700,000)
Receipt from contingent consideration asset	12,500,000	30,500,000	11,100,000
Other assets and liabilities	259,500,000	41,300,000	(15,400,000)
Capitalized interest relating to newbuilds	(46,200,000)	(15,700,000)	0
Cash used in investing activities	(1,022,600,000)	(1,693,900,000)	(859,900,000)
Financing activities:
Repayments of long-term debt and other financing arrangements	(1,221,300,000)	(1,474,900,000)	(1,122,200,000)
Issuance of long-term debt and other financing arrangements	1,367,400,000	3,152,600,000	1,383,500,000
Issuance of Exchangeable Notes	0	0	201,300,000
Purchase of capped call	0	0	(15,500,000)
Redemption of Fairfax Notes	0	(300,000,000.0)	0
Issuance of Fairfax Notes	0	0	100,000,000.0
Proceeds from exercise of warrants	201,300,000	0	0
Redemption of preferred shares	0	(330,400,000)	0
Payment of lease liabilities	(16,600,000)	0	0
Financing fees	(20,200,000)	(122,200,000)	(49,100,000)
Share issuance cost	0	(100,000)	0
Dividends on common shares	(119,300,000)	(124,600,000)	(120,000,000.0)
Dividends on preferred shares	(60,800,000)	(66,200,000)	(67,100,000)
Cash from financing activities	130,500,000	734,200,000	310,900,000
(Decrease) Increase in cash and cash equivalents	(35,800,000)	(15,700,000)	145,200,000
Cash and cash equivalents and restricted cash, beginning of year	326,800,000	342,500,000	197,300,000
Cash and cash equivalents and restricted cash, end of year	$ 291,000,000.0	$ 326,800,000	$ 342,500,000

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General

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

General

General:

Atlas Corp. (the “Company” or “Atlas”) owns, leases and operates a fleet of containerships and power generation assets through its containership leasing and mobile power generation segments, respectively. It is a Republic of the Marshall Islands corporation incorporated on October 1, 2019 for the purpose of facilitating the Reorganization (as defined below).

On November 20, 2019, Seaspan Corporation (“Seaspan”) entered into an Agreement and Plan of Merger with the Company, then a wholly owned subsidiary of Seaspan, and Seaspan Holdco V Ltd., a wholly owned subsidiary of Atlas, in order to implement a reorganization of Seaspan’s corporate structure into a holding company structure, pursuant to which Seaspan would become a direct, wholly owned subsidiary of Atlas (the “Reorganization”).

On February 27, 2020, the Reorganization was completed. Common and preferred shareholders of Seaspan (the predecessor publicly held parent company) became common and preferred shareholders of Atlas, as applicable, on a one-for-one basis, maintaining the same number of shares and ownership percentage held in Seaspan immediately prior to the Reorganization. Atlas assumed all of Seaspan’s share purchase warrants and equity plans and will perform all relevant obligations.

Atlas common shares trade on the New York Stock Exchange under the ticker symbol “ATCO”.

On February 28, 2020, after the Reorganization, Atlas completed the acquisition of all the issued and outstanding common shares of Apple Bidco Limited, which owns 100% of APR Energy Limited (collectively “APR Energy”) (see note 3).

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Significant accounting policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Significant accounting policies

Significant accounting policies:

(a)    Basis of preparation:

The Reorganization was accounted for as a transaction among entities under common control under the pooling of interest method and represented a change in reporting entity whereby the financial information of Seaspan prior to the Reorganization was assumed by Atlas on a carry-over basis. Accordingly, the accompanying consolidated financial statements represent the consolidated historical operations and changes in consolidated financial position of Seaspan, which included the Company as a consolidated subsidiary from its incorporation on October 1, 2019 to February 27, 2020 and those of the Company thereafter, following the Reorganization.

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the following accounting policies have been consistently applied in the preparation of the consolidated financial statements.

(b)    Principles of consolidation :

The accompanying consolidated financial statements include the accounts of Atlas Corp. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated upon consolidation.

The Company also consolidates any variable interest entities (“VIEs”) of which it is the primary beneficiary. The primary beneficiary is the enterprise that has both the power to make decisions that most significantly affect the economic performance of the VIE and has the right to receive benefits or the obligation to absorb losses that in either case could potentially be significant to the VIE. The impact of the consolidation of these VIEs is described in note 16.

The Company accounts for its investment in companies in which it has significant influence by the equity method. The Company’s proportionate share of earnings is included in earnings and added to or deducted from the cost of the investment.

2.    Significant accounting policies (continued):

(c)    Foreign currency translation:

The functional and reporting currency of the Company is the United States dollar. Transactions involving other currencies are converted into United States dollars using the exchange rates in effect at the time of the transactions. At the balance sheet date, monetary assets and liabilities that are denominated in currencies other than the United States dollar are translated into United States dollars using exchange rates at that date. Exchange gains and losses are included in net earnings.

(d)    Cash equivalents:

Cash equivalents include highly liquid securities with terms to maturity of three months or less when acquired.

(e)    Inventories:

Inventories consist primarily of spare parts and consumables. Inventories are stated at the lower of cost or net realizable value. Inventory cost is primarily determined using average or weighted average cost method, depending on the nature of the inventory.

Net realizable value is the estimated selling price in the ordinary course of business less costs to complete, disposal and transportation.

(f)    Property, plant and equipment:

Vessels

Except as described below, vessels are recorded at their cost, which consists of the purchase price, acquisition and delivery costs, less accumulated depreciation.

Vessels purchased from Seaspan’s predecessor upon completion of Seaspan’s initial public offering in 2005 were initially recorded at the predecessor’s carrying value.

Depreciation is calculated on a straight-line basis over the estimated useful life of each vessel, which is 30 years from the date of completion. The Company calculates depreciation based on the estimated remaining useful life and the expected salvage value of the vessel.

Vessels under construction

Vessels under construction include deposits, installment payments, interest, financing costs, transaction fees, construction design, supervision costs, and other pre-delivery costs incurred during the construction period.

Power generating equipment

Power generating equipment are recorded at their cost, which represent their original cost at the time of purchase, less accumulated depreciation. Costs incurred to mobilize and install power-generating equipment pursuant to a contract for the provision of power generation services are recorded in property, plant and equipment and are depreciated on a straight-line basis over the non-cancellable lease term to which the power generating equipment relates.

A summary of the useful lives used for calculating depreciation and amortization is as follows:

Turbines	25 years
Generators	15 years
Transformers	15 years

2.    Significant accounting policies (continued):

(f)    Property, plant and equipment (continued):

Property, plant and equipment that are held for use are evaluated for impairment when events or circumstances indicate that their carrying amounts may not be recoverable from future undiscounted cash flows. Such evaluations include the comparison of current and anticipated operating cash flows, assessment of future operations and other relevant factors. If the carrying amount of the property, plant and equipment exceeds the estimated net undiscounted future cash flows expected to be generated over the asset’s remaining useful life, the carrying amount of the asset is reduced to its estimated fair value.

(g)    Vessel dry-dock activities:

Classification society rules require that vessels be dry-docked for inspection including planned major maintenance and overhaul activities for ongoing certification. The Company generally dry-docks its vessels once every five years. Dry-docking activities include the inspection, refurbishment and replacement of steel, engine components, electrical, pipes and valves, and other parts of the vessel. The Company uses the deferral method of accounting for dry-dock activities whereby capital costs incurred are deferred and amortized on a straight-line basis over the period until the next scheduled dry-dock activity.

(h)    Business combinations:

Business combinations are accounted for under the acquisition method. The acquired identifiable net assets are measured at fair value at the date of acquisition. Deferred taxes are recognized for any differences between the fair value of net assets acquired and the related tax basis. Any excess of the purchase price over the fair value of net assets acquired is recognized as goodwill. Associated transaction costs are expensed as incurred.

(i)    Goodwill:

Goodwill represents the excess of the purchase price of an acquired enterprise over the fair value assigned to assets acquired and liabilities assumed in a business combination. Goodwill is not amortized, but reviewed for impairment annually or more frequently if impairment indicators arise. When goodwill is reviewed for impairment, the Company may elect to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. Alternatively, the Company may bypass this step and use a fair value approach to identify potential goodwill impairment and, when necessary, measure the amount of impairment. The Company uses a discounted cash flow model to determine the fair value of reporting units, unless there is a readily determinable fair market value.

(j)    Asset retirement obligations:

The Company records a provision and a corresponding long-lived asset for asset retirement obligations (“ARO”) when there is a legal obligation associated with the retirement of long-lived assets and the fair value of the liability can be reasonably estimated. The fair value of the ARO is measured using expected future cash flows discounted at the Company’s credit-adjusted risk-free interest rate. The liability is accreted up to the cost of retirement through interest expense over the non-cancellable lease term. The long-lived asset is depreciated straight-line over the same period. Changes in the amount or timing of the estimated ARO are recorded as an adjustment to the related asset and liability or to depreciation expense if the asset is fully depreciated.

(k)    Deferred financing fees:

Deferred financing fees represent the unamortized costs incurred on issuance of the Company’s credit facilities and other financing arrangements and are presented as a direct deduction from the related debt liability when available. Amortization of deferred financing fees on credit facilities is provided on the effective interest rate method over the term of the facility based on amounts available under the facilities. Amortization of deferred financing fees on other financing arrangements is provided on the effective interest rate method over the term of the underlying obligation. Amortization of deferred financing fees is recorded as interest expense.

2.    Significant accounting policies (continued):

(l)    Revenue:

Containership leasing revenue

The Company derives revenue from the charter of its containership vessels. Each charter agreement is evaluated and classified as an operating lease or financing lease based on the lease term, fair value associated with the lease and any purchase options or obligations. The assessment is done at lease commencement and reassessed only when a modification occurs that is not considered a separate contract.

Charters classified as operating leases include a lease component associated with the use of the vessel and a non-lease component related to vessel management. Total consideration in the lease agreement is allocated between the lease and non-lease components based on their relative standalone selling prices. For arrangements where the timing and pattern of transfer to the lessee is consistent between the lease and non-lease components and the lease component, if accounted for separately, would be classified as an operating lease, the Company has elected to treat the lease and non-lease components as a single lease component. Revenue is recognized each day the vessels are on-hire, managed and performance obligations are satisfied.

For charters that are classified as direct financing leases and sales-type leases, the present value of minimum lease payments and any unguaranteed residual value are recognized as net investment in lease. The discount rate used in determining the present values is the interest rate implicit in the lease. The lower of the fair value of the vessel based on information available at lease commencement date and the present value of the minimum lease payments computed using the interest rate implicit specific to each lease, represents the price, from which the carrying value of the vessel and any initial direct costs are deducted in order to determine the selling profit or loss.

For financing leases that are classified as direct financing leases, the unearned lease interest income including any selling profit and initial direct costs are deferred and amortized to income over the period of the lease so as to produce a constant periodic rate of return on the net investment in lease. Any selling loss is recognized at lease commencement date.

For financing leases that are classified as sales-type leases, any selling profit or loss is recognized at lease commencement date. Initial direct costs are expensed at lease commencement date if the fair value of the vessel is different from its carrying amount. If the fair value of the vessel is equal to its carrying amount, initial direct costs are deferred and amortized to income over the term of the lease.

Power generation revenue

The Company also derives revenue from lease and service contracts that provide customers with comprehensive power generation services that include leasing of the power generation equipment, installation and dismantling services, operations and maintenance of the power generating equipment (“O&M”), operations monitoring and logistical support.

The Company earns a fixed portion of revenue on these contracts by providing megawatt capacity to its customers. Each power equipment lease contract may, depending on its terms, contain a lease component, a non-lease component or both. Lease classification is determined on a contract-specific basis. Total consideration in contracts that include a lease component associated with the use of the power-generation equipment and a non-lease component related to O&M is allocated between the lease and non-lease components based on their relative standalone selling prices. For arrangements where the timing and pattern of transfer to the lessee is consistent between the lease and non-lease components and the lease component, if accounted for separately, would be classified as an operating lease, the Company has elected to treat the components as a single lease component. Revenue is recognized over the period in which the equipment is available to the customer for use and service is provided to the customer.

Certain contracts provide for mobilization and decommissioning payments. Mobilization revenue received up front is deferred and recognized as revenue on a straight-line basis over the term of the contract. Decommissioning revenue is recognized ratably over the term of the contract, as it is earned.

2.    Significant accounting policies (continued):

(m)    Leases:

Leases classified as operating leases, where the Company is the lessee, are recorded as lease liabilities based on the present value of minimum lease payments over the lease term, discounted using the lessor’s rate implicit in the lease for each individual lease arrangement or the Company’s incremental borrowing rate, if the lessor’s implicit rate is not readily determinable. The lease term includes all periods covered by renewal and termination options where the Company is reasonably certain to exercise the renewal options or not to exercise the termination options. Corresponding right-of-use assets are recognized consisting of the lease liabilities, initial direct costs and any lease incentive payments.

Lease liabilities are drawn down as lease payments are made and right-of-use assets are depreciated over the term of the lease. Operating lease expenses are recognized on a straight-line basis over the term of the lease, consisting of interest accrued on the lease liability and depreciation of the right-of-use asset, adjusted for changes in index-based variable lease payments in the period of change.

Lease payments on short-term operating leases with lease terms of 12 months or less are expensed as incurred.

Transactions are accounted for as sale-leaseback transactions when control of the asset is transferred. For sale-leaseback transactions, where the Company is the seller-lessee, any gains or losses on sale are recognized upon transfer.

(n)    Derivative financial instruments:

From time to time, the Company utilizes derivative financial instruments. All of the Company’s derivatives are measured at their fair value at the end of each period. Derivatives that mature within one year are classified as current. For derivatives not designated as accounting hedges, changes in their fair value are recorded in earnings.

The Company’s hedging policies permit the use of various derivative financial instruments to manage interest rate risk.

The Company had previously designated certain of its interest rate swaps as accounting hedges and applied hedge accounting to those instruments. By September 30, 2008, the Company de-designated all of the interest rate swaps it had accounted for as hedges to that date. Subsequent to their de-designation dates, changes in their fair value are recorded in earnings.

The Company evaluates whether the occurrence of any of the previously hedged interest payments are considered to be remote. When the previously hedged interest payments are not considered remote of occurring, unrealized gains or losses in accumulated other comprehensive income associated with the previously designated interest rate swaps are recognized in earnings when and where the interest payments are recognized. If such interest payments are identified as being remote, the accumulated other comprehensive income balance pertaining to these amounts is reversed through earnings immediately.

(o)    Income taxes:

The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the anticipated future tax effects of temporary differences between the accounting basis and the tax basis of the Company’s assets and liabilities using the applicable jurisdictional tax rates. A valuation allowance for deferred tax assets is recorded when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. The Company recognizes the tax benefits of uncertain tax positions only if it is more-likely-than-not that a tax position taken or expected to be taken in a tax return will be sustained upon examination by the taxing authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense in the Company's consolidated statements of operations.

2.    Significant accounting policies (continued):

(p)    Share-based compensation:

The Company grants phantom share units, restricted shares, restricted stock units and stock options to certain of its officers, members of management and directors as compensation. Compensation cost is measured at the grant date fair values as follows:

•Restricted shares, phantom share units and restricted stock units are measured based on the quoted market price of the Company’s common shares on the date of the grant.

•Stock options are measured at fair value using the Black-Scholes model.

The fair value of each grant is recognized on a straight-line basis over the requisite service period. The Company accounts for forfeitures in share-based compensation expense as they occur.

(q)    Fair value measurement:

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the “exit price”) in an orderly transaction between market participants at the measurement date. The hierarchy is broken down into three levels based on the observability of inputs as follows:

•Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

•Level 2 — Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

•Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

(r)    Earnings per share:

The treasury stock method is used to compute the dilutive effect of the Company’s share-based compensation awards, warrants and convertible instruments, where the presumption of share settlement has been overcome. Under this method, the incremental number of shares used in computing diluted earnings per share (“EPS”) is the difference between the number of shares assumed issued and purchased using assumed proceeds.

The if-converted method is used to compute the dilutive effect of the Company’s convertible instruments where the presumption of share settlement has not been overcome. Under the if-converted method, the instruments are assumed to have been converted at the share price applicable at the end of the period, if dilutive.

Contingently issuable shares are included in diluted EPS as of the beginning of the period, if contingencies are satisfied by the end of the period. If contingencies have not been satisfied by the end of the period, the number of contingently issuable shares included in diluted EPS is based on the number of shares, if any, that would be issuable if the end of the reporting period were the end of the contingency period, if the result is dilutive.

The cumulative dividends applicable to the Series D, E, G, H, I and J preferred shares reduce the earnings available to common shareholders, even if not declared.

2.    Significant accounting policies (continued):

(s)    Use of estimates:

The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the:

•reported amounts of assets and liabilities,

•disclosure of contingent assets and liabilities at the balance sheet dates; and

•reported amounts of revenue and expenses during the reporting fiscal periods.

Areas where accounting judgments and estimates are significant to the Company and where actual results could differ from those estimates, include, but are not limited to the:

•assessment of going concern;

•assessment of property, plant and equipment useful lives;

•expected salvage values;

•recoverability of the carrying value of property, plant and equipment and intangible assets with finite lives which are subject to future market events;

•recoverable value of goodwill;

•fair values of assets acquired and liabilities assumed from business combination;

•fair value of asset retirement obligations; and

•fair value of interest rate swaps, other derivative financial instruments and contingent consideration asset.

(t)    Comparative information:

Certain information has been reclassified to conform to the financial statement presentation adopted for the current year.

(u)    Recently adopted accounting pronouncements:

Measurement of credit loss

Effective January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2016-13, “Measurement of Credit Loss on Financial Instruments”. ASU 2016-13 replaces the current incurred loss impairment methodology with the expected credit loss impairment model (“CECL”), which requires consideration of a broader range of reasonable and supportable information to estimate expected credit losses over the life of the instrument instead of only when losses are incurred. This standard applies to financial assets measured at amortized cost basis and net investments in leases recognized by the lessor. Upon adoption, a cumulative effect adjustment of $2,293,000 was made to deficit as part of the modified retrospective transition approach.

Simplifying test for goodwill impairment

Effective January 1, 2020, the Company adopted ASU 2017-04, “Simplifying the Test for Goodwill Impairment.” ASU 2017-04 eliminates the need to determine the fair value of individual assets and liabilities of a reporting unit to measure the implied goodwill impairment. As a result of the adoption, the Company now calculates goodwill impairment as the amount by which the carrying value exceeds fair value of a reporting unit, not to exceed the carrying amount of goodwill.

2.    Significant accounting policies (continued):

(u)    Recently adopted and future accounting pronouncements (continued):

Discontinuation of LIBOR

The Company adopted ASU 2020-04, “Reference Rate Reform (Topic 848)”, prospectively to contract modifications. The guidance provides optional relief for the discontinuation of LIBOR resulting from rate reform. Contract terms that are modified due to the replacement of a reference rate are not required to be remeasured or reassessed under FASB’s relevant U.S. GAAP Topic. The election is available by Topic. The Company has elected to apply the optional relief for contracts under ASC 470, “Debt”, ASC 840 and 842, “Leases”, and ASC 815, “Derivatives and Hedging”. There was no impact to the Company's financial statements upon initial adoption. The LIBOR replacement modifications for Debt contracts will be accounted for by prospectively adjusting the effective interest rate in the agreements. Existing lease and derivative contracts will require no reassessments. Transition activities are focused on the conversion of existing LIBOR based contracts to the Secured Overnight Financing Rate.

Debt with conversion and other options

Effective January 1, 2022, the Company adopted ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20)” (“ASU 2020-06”), using the modified retrospective method, whereby the cumulative effect adjustment was made as of the date of the initial application. Accordingly, financial information and disclosures in the comparative period were not restated. The impact of the adoption of ASU 2020-06 resulted in an adjustment of $5,073,000 to opening retained earnings at January 1, 2022 related to the unamortized debt discount that was initially recorded when the convertible notes were issued. Under ASU 2020-06, the accounting for convertible debt instruments is simplified by reducing the number of accounting models and circumstances when embedded conversion features are separately recognized. This update also revises the method in which diluted earnings per share is calculated related to certain instruments with conversion features, among other clarifications. As a result of the adoption, the Company recognizes the maximum potential dilutive effect of its exchangeable notes in diluted EPS using the if-converted method effective January 1, 2022.

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Acquisition of Apple Bidco Limited

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisition of Apple Bidco Limited

Acquisition of Apple Bidco Limited

On February 28, 2020, the Company acquired 100.0% of the share capital of APR Energy from Fairfax Financial Holdings Ltd. and its affiliates (“Fairfax”) and certain other minority shareholders (collectively, the “Sellers”). Fairfax held 67.8% of APR Energy’s common shares. APR Energy owns and operates a fleet of capital-intensive assets, including gas turbines and other power generation equipment, and provides power solutions to customers through various contracts.

At closing, Atlas issued 29,891,266 common shares and reserved 6,664,270 common shares for future issuance (the “Holdback Shares”). The Holdback Shares are issuable over a period of 90 days to five years after the date of acquisition and are subject to settlement of purchase price adjustments, indemnification arrangements and other future compensable events. These arrangements may be settled, at the Sellers’ option, by either cancellation of Holdback Shares or cash. In the case of purchase price adjustments, and certain inventory mechanisms, if Holdback Shares are insufficient, Sellers may choose to compensate the Company in cash or cancel previously issued common shares. Any Holdback Shares that are not cancelled after the expiry of their respective holdback periods, will be issued to the Sellers, plus any accrued distributions or dividends.

The net purchase price of $287,700,000 comprises of the following. Adjustments have been made from what was originally reported as a result of settlement of purchase price adjustments:

3.    Acquisition of Apple Bidco Limited (continued):

	As originally reported		Adjustments		As adjusted
29,891,266 common shares issued (1)	$	316.8	$	—	$	316.8
6,664,270 Holdback Shares (1)	70.6		—		70.6
Less: Contingent consideration asset (2)	(41.5)		(53.7)		(95.2)
Less: Purchase price adjustment (3)	(52.5)		48.0		(4.5)
Net purchase price	$	293.4	$	(5.7)	$	287.7

(1)The fair value was determined based on the closing market price of common shares on February 28, 2020, the acquisition date. As at December 31, 2022, the indemnifications relating to these Holdback Shares have expired and as a result, these Holdback Shares have all either been cancelled or released and issued to the selling shareholders.

(2)Pursuant to the acquisition agreement, the Sellers are required to compensate the Company for losses on cash repatriation from a foreign jurisdiction related to specified contracts. Losses on cash repatriation is recognized in other expenses in the period incurred. Subsequently, Fairfax had agreed, subject to definitive documentation, to compensate the Company for future losses realized on sale or disposal of certain property, plant and equipment and inventory items (note 12(d)).

(3)During the year ended December 31, 2020, the Sellers forfeited their rights to receive 577,139 Holdback Shares and returned 1,849,641 previously issued common shares to the Company. Of this number, 1,122,290 shares were permanently forfeited as part of post-closing purchase price adjustments. The remaining 727,351 shares were held in reserve as treasury shares. The shares held in reserve were issuable to the Sellers at a future date, subject to settlement of potential indemnified events. In addition, the Company agreed to issue 5-year warrants to purchase 5,000,000 common shares at an exercise price of $13.00 per share to Fairfax. The warrants were issued in April 2021. In March 2023, the 727,351 shares held in reserve were issued to the Sellers.

The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date.

	As originally reported		Adjustments		As adjusted
Cash and cash equivalents	$	36.7	$	—	$	36.7
Inventory	54.4		(13.5)		40.9
Acquisition related assets (1)	65.0		31.4		96.4
Accounts receivable (2)	41.4		7.7		49.1
Other current assets	7.9		1.2		9.1
Property, plant and equipment	597.3		(150.1)		447.2
Intangible assets	35.4		(8.0)		27.4
Deferred tax assets	23.5		(6.9)		16.6
Other assets	13.9		—		13.9
Goodwill	—		117.9		117.9
Total assets acquired	875.5		(20.3)		855.2
Accounts payable and accrued liabilities	91.3		1.2		92.5
Income tax payable	104.0		2.5		106.5
Other current liabilities	17.2		—		17.2
Long-term debt (including current and non-current portions) (3)	311.6		—		311.6
Deferred tax liabilities	7.0		(6.0)		1.0
Other long-term liabilities	51.0		(12.3)		38.7
Net assets acquired	$	293.4	$	(5.7)	$	287.7

(1)Consists of indemnification assets recognized on acquisition. The Sellers are required to indemnify the Company for certain legal and tax matters through cancellation of the Holdback Shares or in cash, at the Sellers’ option. For certain of these arrangements, if the Holdback Shares are insufficient, Fairfax may be required to compensate the Company in cash. The amount to be indemnified is subject to the aggregate losses incurred at settlement of these legal and tax matters. The amount recognized is equal to the liabilities accrued for such legal and tax matters, based on the Company’s best estimates. For certain other indemnification arrangements, Fairfax is required to compensate the Company in cash, without minority shareholders.

(2)The gross contractual accounts receivables acquired is $57.0 million. The amount not expected to be collected is $7.9 million.

(3)Concurrent with the acquisition, the Company refinanced the debt facilities acquired (note 13).

3.    Acquisition of Apple Bidco Limited (continued):

The carrying amounts of cash and cash equivalents, accounts receivable and other current assets (consisting of prepaid expenses), accounts payable and accrued liabilities, income taxes payable and other current liabilities approximate their fair values due to the short-term maturity of the instruments. The fair value of long-term debt and other assets are categorized within Level 2 of the fair value hierarchy and determined based on expected payments. The fair values of contingent consideration assets, inventory, property, plant and equipment, intangible assets and asset retirement obligation included in other long-term liabilities were categorized within Level 3 of the fair value hierarchy and were determined using relevant market assumptions, including comparable sales and cost data, discount rates and future cash flows.

As part of the acquisition, the Company recorded $117,900,000 of goodwill resulting from expected synergies in congruence with APR’s unique position in the power generation market, which is not deductible for tax purposes and has been assigned to the power generation segment.

During the years ended December 31, 2022, December 31, 2021 and December 31, 2020, the Company recognized $4,000, $130,000 and $1,498,000, respectively, of acquisition related costs that were included in general and administrative expense.

Pro forma financial information

The following table presents unaudited pro forma results for the year ended December 31, 2020. The unaudited pro forma financial information combines the results of operations of the Company and APR Energy as though the acquisition had occurred as of January 1, 2020. The pro forma results contain adjustments that are directly attributable to the transaction, including depreciation of the fair value of property, plant and equipment, amortization of acquired intangible assets, and refinancing of debt. Additionally, pro forma net earnings were adjusted to exclude acquisition-related costs incurred.

Pro forma information	Year ended December 31, 2020
Revenue	$	1,464.6
Net earnings	179.3

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Segment reporting

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Segment reporting

Segment reporting:

For management purposes, the Company is organized based on its two leasing businesses and has two reportable segments, containership leasing and mobile power generation. The Company’s containership leasing segment owns and operates a fleet of containerships which are chartered primarily pursuant to long-term, fixed-rate charters. The Company’s mobile power generation segment owns and operates a fleet of power generation assets, including gas turbines and other equipment, and provides power solutions to customers.

The Company’s chief operating decision makers monitor the operating results of the leasing businesses separately for the purpose of making decisions about resource allocation and performance assessment based on adjusted EBITDA, which is computed as net earnings before interest expense, income tax expense, depreciation and amortization expense, impairments, write-down and gains/losses on sale, gains/losses on derivative instruments, loss on foreign currency repatriation, change in contingent consideration asset, loss on debt extinguishment, other expenses and certain other items that the Company believes are not representative of its operating performance.

The following table includes the Company’s selected financial information by segment:

Year ended December 31, 2022	Containership Leasing		Mobile Power Generation		Elimination and Other		Total
Revenue	$	1,543.0	$	154.4	$	—	$	1,697.4
Operating expense	309.2		44.2		—		353.4
Depreciation and amortization expense	327.5		51.6		—		379.1
General and administrative expense	76.6		33.5		(2.0)		108.1
Indemnity claim (income) under acquisition agreement	—		(21.3)		—		(21.3)
Operating lease expense	120.3		2.7		—		123.0
Loss (Gain) on sale	4.0		(0.3)		—		3.7
Interest income	(5.5)		(0.7)		(0.3)		(6.5)
Interest expense	219.4		16.7		(0.7)		235.4
Income tax expense	1.9		0.5		—		2.4

Year ended December 31, 2021	Containership Leasing		Mobile Power Generation		Elimination and Other		Total
Revenue	$	1,460.4	$	186.2	$	—	$	1,646.6
Operating expense	289.3		61.7		—		351.0
Depreciation and amortization expense	307.9		58.8		—		366.7
General and administrative expense	49.9		25.7		3.6		79.2
Indemnity claim (income) under acquisition agreement	—		(42.4)		—		(42.4)
Operating lease expense	143.0		3.3		—		146.3
Gain on sale	(15.9)		(0.5)		—		(16.4)
Interest income	(0.3)		(2.8)		—		(3.1)
Interest expense	178.8		20.2		(1.9)		197.1
Income tax expense	0.8		32.2		—		33.0

4.    Segment reporting (continued):

	Year ended December 31, 2022		Year ended December 31, 2021
Containership leasing adjusted EBITDA	$	1,036.9	$	978.4
Mobile power generation adjusted EBITDA(1)	97.1		136.4
Total segment adjusted EBITDA	1,134.0		1,114.8
Eliminations and other	(1.4)		(1.4)
Depreciation and amortization expense	379.1		366.7
Interest income	(6.5)		(3.1)
Interest expense	235.4		197.1
Gain on derivative instruments	(120.6)		(14.1)
Loss on debt extinguishment	9.4		127.0
Other expenses	7.1		6.5
(Gain) Loss on contingent consideration asset	(0.9)		5.1
Loss on foreign currency repatriation	4.0		13.9
Loss (Gain) on sale	3.7		(16.4)
Consolidated net earnings before taxes	$	624.7	$	433.5

(1)The calculation of adjusted EBITDA does not include the Indemnity claim under acquisition agreement as an adjustment for the mobile power generation segment. Although the revenue reported for this segment is lower due to an injunction at one of the sites, the losses are recoverable through an indemnification agreement (note 3).

Total Assets	December 31, 2022		December 31, 2021
Containership Leasing	$	10,584.2	$	9,777.6
Mobile Power Generation	838.9		842.7
Elimination and Other	(120.7)		(50.7)
Total	$	11,302.4	$	10,569.6

Capital expenditures by segment	Year ended December 31, 2022		Year ended December 31, 2021
Containership leasing	$	1,219.5	$	1,679.4
Mobile power generation	20.2		29.9

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Revenue

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue

Revenue:

The Company generates revenue by leasing and operating its fleet of containerships and power generation assets, largely through operating leases, direct financing leases and sales-type leases. Revenue disaggregated by segment and by type for the year ended December 31, 2022 and December 31, 2021 is as follows:

	Year ended December 31, 2022
	Containership Leasing (1)		Mobile Power Generation		Total
Operating lease revenue	$	1,457.0	$	136.4	$	1,593.4
Interest income from leasing	73.8		—		73.8
Other	12.2		18.0		30.2
	$	1,543.0	$	154.4	$	1,697.4

	Year ended December 31, 2021
	Containership Leasing (1)		Mobile Power Generation		Total
Operating lease revenue	$	1,409.9	$	179.7	$	1,589.6
Interest income from leasing	46.1		—		46.1
Other	4.4		6.5		10.9
	$	1,460.4	$	186.2	$	1,646.6

(1)Containership leasing revenue includes both bareboat charter and time charter revenue.

As at December 31, 2022, the minimum future revenues to be received on committed operating leases, interest income to be earned from direct financing leases and other revenue are as follows:

	Operating lease revenue		Direct financing leases(1)		Other		Total committed revenue
2023	$	1,609.6	$	75.5	$	21.1	$	1,706.2
2024	1,545.1		72.4		20.4		1,637.9
2025	1,275.7		69.1		20.4		1,365.2
2026	950.4		66.7		—		1,017.1
2027	516.9		64.2		—		581.1
Thereafter	663.3		458.7		—		1,122.0
	$	6,561.0	$	806.6	$	61.9	$	7,429.5

(1)Minimum future interest income includes direct financing leases currently in effect.

As at December 31, 2022, the minimum future revenues to be received based on each segment are as follows:

	Containership Leasing (1)		Mobile Power Generation		Total committed revenue
2023	$	1,601.9	$	104.3	$	1,706.2
2024	1,573.1		64.8		1,637.9
2025	1,300.4		64.8		1,365.2
2026	1,017.1		—		1,017.1
2027	581.1		—		581.1
Thereafter	1,122.0		—		1,122.0
	$	7,195.6	$	233.9	$	7,429.5

(1)Minimum future interest income includes direct financing leases currently in effect.

5.    Revenue (continued):

Minimum future revenues assume 100% utilization, extensions only at the Company’s unilateral option and no renewals. It does not include signed charter agreements on undelivered vessels.

The Company’s revenue during the years was derived from the following customers:

	2022		2021		2020
COSCO	$	454.8	$	492.2	$	401.1
Yang Ming Marine	241.7		249.9		255.7
ONE	254.3		255.2		237.3
Hapag-Lloyd	140.6		116.4		83.6
Other	606.0		532.9		443.4
	$	1,697.4	$	1,646.6	$	1,421.1

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Related party transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions [Abstract]

Related party transactions

Related party transactions:

(a)The income or expenses with related parties relate to amounts paid to or received from individuals or entities that are associated with the Company or with the Company’s directors or officers and these transactions are governed by pre-arranged contracts.

(b)Over the course of 2018, 2019 and 2020, Seaspan issued to Fairfax Financial Holdings Limited and certain of its affiliates (“Fairfax”) an aggregate $600,000,000 of 5.50% senior notes due in 2025, 2026 and 2027 (the “Fairfax Notes”) and warrants to purchase an aggregate 101,923,078 common shares of Seaspan. Two tranches of warrants, each for 38,461,539 common shares, were exercisable at a price of $6.50 per share. One tranche of warrants, for 25,000,000 common shares, was exercisable at a price of $8.05 per share. All such warrants have been exercised.

In April 2021, in connection with an amendment to the APR Energy acquisition agreement, the Company issued to Fairfax warrants to purchase 5,000,000 common shares of the Company at an exercise price of $13.00 per share.

In June 2021, the Company and Seaspan exchanged and amended $300,000,000 of the Fairfax Notes for (i) 12,000,000 Series J 7.00% Cumulative Redeemable Perpetual Preferred Shares of the Company (the “Series J Preferred Shares”), representing total liquidation value of $300,000,000, and (ii) warrants to purchase 1,000,000 common shares at an exercise price of $13.71 per share. The exchanged Fairfax Notes were subsequently cancelled and, in August 2021, Seaspan redeemed for cash the remaining Fairfax Notes at a redemption price equal to 100% of the principal amount plus any accrued and unpaid interest.

For the year ended December 31, 2021, interest expense related to the Fairfax Notes, excluding amortization of the debt discount, was $19,204,000 (2020 – $32,114,000). For the year ended December 31, 2021, amortization of debt discount was $14,188,000 (2020 – $19,963,000).

For the year ended December 31, 2022, the dividends paid on Series J Preferred Shares were $21,000,000 (2021 – $8,108,000).

(c)On February 28, 2020, in connection with the acquisition of APR Energy, Fairfax received common shares of Atlas as consideration for its equity interests in APR Energy and as settlement of indebtedness owing to Fairfax by APR Energy. In addition, Atlas reserved for issuance Holdback Shares for Fairfax. Fairfax remains a counterparty to certain indemnification and compensation arrangements related to the acquisition of APR Energy (note 3). In June 2022, 2,576,014 of the Holdback Shares were cancelled to cover losses related to certain indemnified claims that had been realized. Fairfax remains a counterparty to certain indemnification and compensation arrangements related to the acquisition of APR Energy.

6.    Related party transactions (continued):

The indemnification obligation related to the cash repatriation from a foreign jurisdiction expired in April 2022. Prior to the expiration of this indemnification, during the year ended December 31, 2022, 92,444 (December 31, 2021 – 350,138) Holdback Shares were issued. These Holdback Shares were released from the holdback of the minority sellers and purchased by Fairfax. Upon expiration of this indemnification, the remaining Holdback Shares of 2,749,898 were released and issued to the minority sellers in June 2022. Prior to the expiration of this indemnification, Fairfax also paid $6,265,000 during the year ended December 31, 2022 (December 31, 2021 – $16,545,000).

During the year ended December 31, 2022 and December 31, 2021, the Company received $5,239,000 and $12,468,000, respectively, from Fairfax for the settlement of an indemnification related to losses realized on sale or disposal of certain property, plant and equipment and inventory items (note 3).

During the year ended December 31, 2021, interest expense related to Seaspan’s notes held by certain affiliates of Fairfax (the “Fairfax Holders”), including the Fairfax Notes, excluding amortization of the debt discount $19,204,000 (2020 – $32,114,000). For the year ended December 31, 2021, amortization of debt discount was $14,188,000 (2020 – $19,963,000).

(d)As at December 31, 2022, Fairfax held approximately 44.3% of the Company’s issued and outstanding common shares and has designated two members to the Company’s board of directors.

(e)In March 2021, the Company entered into a joint venture with Zhejiang Energy Group (“ZE”) and executed a shareholders’ agreement with ZE to form the joint venture (“ZE JV”). The Company owns 50% of the ZE JV. The purpose of the joint venture is to develop business in relation to container vessels, LNG vessels, environmental protection equipment and power equipment supply. In October 2021, through a series of transactions with a wholly owned subsidiary of the ZE JV as the ultimate purchaser, the Company sold one 4,250 TEU vessel for an aggregate purchase price of $38,280,000 (note 8). Additionally, in May 2022, through a series of transactions with wholly owned subsidiaries of the ZE JV as the ultimate purchaser, the Company sold four 4,250 TEU vessels for an aggregate purchase price of $138,975,000 (note 8). The Company continues to manage the ship operations of these vessels. During the year ended December 31, 2022, the Company earned revenue of $7,035,000 (2021 – $325,000) and incurred expenses of $6,776,000 (2021 – $285,000) in connection with the ship management of the vessel. As at December 31, 2022, the Company has invested $1,000,000 (December 31, 2021 – $1,000,000) in the ZE JV.

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Net investment in lease

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Net investments in lease

Net investment in lease:

	2022		2021
Undiscounted lease receivable	$	1,724.4	$	1,448.2
Unearned interest income	(816.0)		(689.9)
Net investment in lease	$	908.4	$	758.3

	2022		2021
Lease receivables	$	908.4	$	751.4
Unguaranteed residual value	—		6.9
Net investment in lease	908.4		758.3
Current portion of net investment in lease	(21.0)		(16.8)
Long-term portion of net investment in lease	$	887.4	$	741.5

In February 2021, the Company commenced a fixed rate bareboat charter with a term of 18 years on a 12,000 TEU vessel, which has been classified as a sales-type lease. No gain or loss was recognized on commencement date.

7.    Net investment in lease (continued)    :

In September and November 2021, the Company commenced one and two 18-year fixed rate bareboat charters, respectively, each for a 12,200 TEU vessel. The bareboat charters have been classified as a sales-type lease and no gain or loss was recognized on the commencement dates.

In April and May 2022, the Company accepted delivery of two 12,200 TEU newbuild vessels, each of which commenced an 18-year fixed rate bareboat charter upon delivery. The bareboat charters have been classified as a sales-type lease and no gain or loss was recognized on the commencement dates.

At December 31, 2022, the minimum lease receivable from direct financing leases are as follows:

2023	$	96.9
2024	97.1
2025	96.9
2026	96.9
2027	96.9
Thereafter	1,239.7
	$	1,724.4

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Property, plant and equipment

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property, plant and equipment

Property, plant and equipment:

December 31, 2022	Cost		Accumulated depreciation		Net book value
Vessels	$	9,610.7	$	(2,805.6)	$	6,805.1
Equipment and other	542.9		(191.1)		351.8
Property, plant and equipment	$	10,153.6	$	(2,996.7)	$	7,156.9

December 31, 2021	Cost		Accumulated depreciation		Net book value
Vessels	$	9,410.9	$	(2,830.4)	$	6,580.5
Equipment and other	557.3		(185.6)		371.7
Property, plant and equipment	$	9,968.2	$	(3,016.0)	$	6,952.2

During the year ended December 31, 2022, depreciation and amortization expense relating to property, plant and equipment was $334,121,000 (2021 – $345,164,000; 2020 – $324,597,000).

Upon commencement of a fixed rate bareboat charter in February 2021, $88,061,000 was reclassified to net investment in lease from property, plant and equipment (note 7).

During the year ended December 31, 2021, the Company took delivery of four vessels, with an aggregate purchase price of $358,500,000.

During the year ended December 31, 2021, the Company took delivery of three 12,200 TEU vessels for an aggregate purchase price of $251,895,000. The vessels commenced 18-year bareboat charters upon delivery and are classified as a sales-type lease (note 7).

During the year ended December 31, 2021, the Company sold one 4,250 TEU vessel for $38,280,000 (note 6(e)), resulting in a gain on sale of $15,884,000.

During the year ended December 31, 2022, the Company accepted delivery of one 15,000 and six 11,800 TEU newbuild vessels, each of which commenced a 5-year charter upon delivery (note 9).

8.    Property, plant and equipment (continued):

During the year ended December 31, 2022, the Company completed the sale of 10 vessels. The Company received gross proceeds of $257,075,000 for the 10 vessel sales and recognized loss on sale of $3,973,000 in aggregate. Seaspan continues to manage the operations of seven of these vessels pursuant to management agreements entered into in connection with the sales.

In December 2022, the Company entered into an agreement to sell one 4,250 TEU vessel for gross proceeds $21,600,000, subject to closing conditions. As at December 31, 2022 this vessel was classified as asset held for sale. The sale was completed in January 2023 and Seaspan continues to manage the ship operations of this vessel pursuant to a management agreement entered into in connection with the sale (note 25).

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Vessels under construction

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Vessels under construction

Vessels under construction

As at December 31, 2022, the vessels under construction balance includes $49,022,000 of capitalized interest for the year ended December 31, 2022 (December 31, 2021 – $18,870,000).

As at December 31, 2022, the vessels under construction balance includes $1,122,655,000 of installment payments for the year ended December 31, 2022 (December 31, 2021 – $1,284,512,000).

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Right-of-use assets

12 Months Ended

Dec. 31, 2022

Operating Lease Right Of Use Assets [Abstract]

Right-of-use assets

Right-of-use assets:

December 31, 2022	Cost		Accumulated amortization		Net book value
Vessel operating leases	$	835.5	$	(335.5)	$	500.0
Vessel finance leases	246.6		(7.9)		238.7
Other operating leases	15.6		(7.6)		8.0
Right-of-use assets	$	1,097.7	$	(351.0)	$	746.7

December 31, 2021	Cost		Accumulated amortization		Net book value
Vessel operating leases	$	1,066.6	$	(350.0)	$	716.6
Office operating leases	15.8		(7.5)		8.3
Right-of-use assets	$	1,082.4	$	(357.5)	$	724.9

During the year ended December 31, 2022, the Company exercised options under existing lease financing arrangements to purchase four 10,000 TEU vessels. The purchases are expected to complete in January through September 2023, at the pre-determined purchase price of $52,690,000 per vessel.

During the year ended December 31, 2022, the amortization in right-of-use assets were $107,504,000 (2021 – $125,800,000; 2020 – $120,140,000, respectively).

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Goodwill

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Goodwill:

	Containership leasing		Mobile power generation
Balance, December 31, 2021	$	75.3	$	—
Balance, December 31, 2022	$	75.3	$	—

Upon the acquisition of APR Energy, the Company recognized $117,900,000 of goodwill. As part of the Company’s annual goodwill impairment test, it was determined that the carrying value of the mobile power generation reporting unit exceeded its fair value, as a result of potential strategic repositioning contemplated subsequent to acquisition. Fair value was determined using a discounted cash flow approach. As a result, an impairment loss of $117,900,000 equal to the balance of goodwill related to the mobile power generation reporting unit, was recognized in 2020.

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Other assets

12 Months Ended

Dec. 31, 2022

Other Assets [Abstract]

Other assets

Other assets:

	2022		2021
Intangible assets (a)	$	75.7	$	90.1
Deferred dry-dock (b)	86.9		79.4
Restricted cash (c)	11.0		38.2
Contingent consideration asset (d)	39.5		49.2
Indemnity claim under acquisition agreement (e)	—		42.5
Deferred financing fees on undrawn financings (f)	57.3		77.0
Other	42.4		48.0
Other assets	$	312.8	$	424.4

(a)Intangible assets:

December 31, 2022	Cost		Accumulated Amortization		Net book value
Customer contracts	$	129.9	$	(92.3)	$	37.6
Trademark	27.4		(3.9)		23.5
Other	25.2		(10.6)		14.6
	$	182.5	$	(106.8)	$	75.7

December 31, 2021	Cost		Accumulated Amortization		Net book value
Customer contracts	$	129.9	$	(76.2)	$	53.7
Trademark	27.4		(2.5)		24.9
Other	16.5		(5.0)		11.5
	$	173.8	$	(83.7)	$	90.1

As part of the acquisition of APR Energy on February 28, 2020, the Company recorded $27,400,000 related to the fair value of a trademark. The trademark is amortized on a straight-line basis over its estimated useful life of 20 years.

Acquired customer contracts are amortized on a straight-line basis over their remaining useful lives. As of December 31, 2022, the weighted average remaining useful lives of acquired customer contracts was 3.4 years (2021 – 3.9 years; 2020 – 4.6 years).

During the year ended December 31, 2022, the Company recorded $23,200,000 of amortization related to intangible assets (2021 – $20,910,000; 2020 – $21,396,000).

Future amortization of intangible assets is as follows:

2023	$	18.1
2024	13.8
2025	9.3
2026	4.3
2027	2.7
Thereafter	27.5
	$	75.7

12.    Other assets (continued):

(b)Deferred dry-dock:

During the years ended December 31, 2022 and 2021, changes in deferred dry-dock were as follows:

December 31, 2020	$	63.8
Costs incurred	40.0
Amortization expensed (1)	(24.4)
December 31, 2021	79.4
Costs incurred	42.4
Vessel sales	(11.3)
Amortization expensed (1)	(23.6)
December 31, 2022	$	86.9

(1)Amortization of dry-docking costs is included in depreciation and amortization

(c)Restricted cash:

Restricted cash consists primarily of amounts held in reserve accounts related to the Company’s debt facilities.

(d)Contingent consideration asset:

As a part of the acquisition of APR Energy on February 28, 2020, the Company is compensated by the Sellers for certain losses that may be incurred on future cash repatriation from a foreign jurisdiction until the earlier of (1) reaching the maximum cash flows subject to compensation, (2) termination of specified contracts, (3) sustaining the ability to repatriate cash without losses and (4) April 30, 2022. The amount of compensation depends on the Company’s ability to generate cash flows on specific contracts in the foreign jurisdiction and the magnitude of losses incurred on repatriation. The maximum amount of cash flows subject to compensation is $110,000,000.

In February 2021, Fairfax additionally agreed to compensate the Company for future losses realized on sale or disposal of certain property, plant and equipment and inventory items calculated as the difference between the proceeds on sale or disposal and the book value of the respective assets at February 28, 2020, prior to acquisition. The maximum amount of losses subject to compensation under the February 2021 agreement is $64,000,000.

Contingent consideration asset, December 31, 2020	$	90.9
Change in fair value	(5.1)
Compensation received	(30.5)
Contingent consideration asset, December 31, 2021	55.3
Change in fair value	0.9
Compensation received	(12.5)
Contingent consideration asset	43.7
Current portion included in prepaid expenses and other	(4.2)
Contingent consideration asset, December 31, 2022	$	39.5

12.    Other assets (continued):

(e)Indemnity claim under acquisition agreement

As a part of the acquisition of APR Energy on February 28, 2020, the Company is compensated by the Sellers for losses resulting from an ongoing injunction on certain sites in Argentina, which losses are settled through a combination of cancellation of Holdback Shares and cash. In May 2022, 2,576,014 of the Holdback Shares were cancelled and in 2022 the Company received a total of $31,602,000 cash compensation, of which $21,247,000 was received in December 2022 and was recorded as acquisition related asset. As at December 31, 2022, the indemnification for the losses related to the injunction are fully settled.

(f)Deferred financing fees on undrawn financings

The Company has entered into financing arrangements for certain of its vessels under construction. As the financing arrangements are undrawn as at December 31, 2022, the amounts incurred have been capitalized and recorded as long-term asset. As the financing is drawn, the amounts are reclassified and presented as a direct deduction from the related debt liability.

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Long-term debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Long-term debt

Long term debt:

	2022		2021
Long-term debt:
Revolving credit facilities (a) (d)	$	—	$	—
Term loan credit facilities (b) (d)	1,233.0		2,341.8
Senior unsecured notes (e)	1,302.4		1,302.4
Senior unsecured exchangeable notes (g)	201.3		201.3
Senior Secured Notes (c)	1,000.0		500.0
	3,736.7		4,345.5
Debt discount on senior unsecured exchangeable notes	—		(5.1)
Deferred financing fees	(44.9)		(57.6)
Long-term debt	3,691.8		4,282.8
Current portion of long-term debt	(238.4)		(551.0)
Long-term debt	$	3,453.4	$	3,731.8

(a)Revolving credit facilities

As at December 31, 2022, the Company had three revolving credit facilities available (December 31, 2021 – three revolving credit facilities) which provided for aggregate borrowings of up to $700,000,000 (December 31, 2021 – $600,000,000), of which $700,000,000 (December 31, 2021 – $600,000,000) was undrawn.

In May 2021, the Company refinanced one revolving credit facility which increased the aggregate commitments by $100,000,000 and extended the maturity by two years.

In February 2022, the Company closed a new $250,000,000, 3-year unsecured revolving credit facility which replaces a $150,000,000 2-year unsecured revolving credit facility.

In June 2022, the Company entered into an amended and restated credit facility which comprises a $50,000,000 revolving credit facility and a $108,000,000 term loan facility. The credit facility matures on June 2025 and is secured by the Company’s power generation assets. As of December 31, 2022, the revolving credit facility is committed but undrawn.

13.    Long term debt (continued):

(a)Revolving credit facilities (continued):

As at December 31, 2022 and December 31, 2021, the Company has no drawn revolving credit facilities.

The Company is subject to commitment fees ranging between 0.45% and 0.5% (December 31, 2021 – 0.5% and 0.6%) calculated on the undrawn amounts under the various facilities.

(b)Term loan credit facilities:

As at December 31, 2022, the Company has entered into $3,751,731,000 (December 31, 2021 – $4,052,103,000) of term loan credit facilities, of which $2,518,743,000 (December 31, 2021 – $1,710,224,000) was undrawn.

In May 2021, the Company amended and restated three term loan credit facilities which increased the aggregate commitments by $79,540,000 and extended maturities by two years.

In June 2021, the Company made early prepayment of $59,961,000 on one term loan that matures on July 6, 2025.

In May and July 2021, the Company entered into two $6,500,000 term loan credit facilities, which each bear a fixed interest rate of 3.8% per annum and mature on May 30, 2024 and July 2, 2024, respectively. In September 2022, both the term loan credit facilities were early repaid.

In October 2021, the Company entered into a $633,088,000 term loan credit facility for eight vessels, which bears an initial interest rate of three month LIBOR plus 1.4% margin. During the year ended December 31, 2022, five of the vessels secured under this credit facility delivered and the Company transitioned the financing under the term loan credit facility related to these five vessels with sale-leaseback arrangements (note 16(xiii)). As a result, the remaining term loan credit financing available for three vessels is $270,687,000, which is undrawn as of December 31, 2022.

In December 2021, the Company entered into a $1,077,137,000 term loan credit facility for 10 vessels, which bears an initial interest rate of three month LIBOR plus 3.39% margin. No amounts have been drawn under the facility as of December 31, 2022.

In May 2022, the Company voluntarily prepaid a term loan facility with an outstanding balance of $100,000,000.

In June 2022, the Company entered into an amended and restated credit facility which comprises a $50,000,000 revolving credit facility and a $108,000,000 term loan facility (note 13(a)).

In August 2022, the Company voluntarily prepaid $240,000,000 of a term loan facility under its vessel portfolio financing program.

In October 2022, the Company entered into a $1,170,918,000 term loan credit facility for 15 vessels, which bears an initial interest rate of daily Secured Overnight Financing Rate (“SOFR”) plus 1.4% margin. No amounts have been drawn under the facility as of December 31, 2022

Term loan credit facilities drawn mature between August 10, 2023 and January 21, 2030.

For the Company’s floating rate term loan credit facilities, interest is calculated based on one month, three month or six month benchmark rates, plus a margin per annum, dependent on the interest period selected by the Company. The three month and six month average LIBOR was 4.8% and 3.5%, respectively (December 31, 2021 – 0.2% and 0.2%) and the three month average SOFR was 3.0%. The margins ranged between 0.4% and 2.5% as at December 31, 2022 (December 31, 2021 – 0.4% and 3.5%).

13.    Long term debt (continued):

(b)Term loan credit facilities (continued):

For one of the term loan credit facilities with a total principal amount outstanding of $14,425,000 (December 31, 2021 – $27,198,000), interest is calculated based on the Export-Import Bank of Korea (“KEXIM”) rate plus 0.7% per annum.

The weighted average rate of interest, including the applicable margin, was 6.4% as at December 31, 2022 (December 31, 2021 – 1.9%) for the Company’s term loan credit facilities. Interest payments are made in monthly, quarterly or semi-annual payments.

Repayments under term loan credit facilities are made in quarterly or semi-annual payments. For those related to newbuilding containerships, payments commence three, six or thirty-six months after delivery of the associated newbuilding containership, utilization date or the inception date of the term loan credit facilities.

The Company is subject to commitment fees ranging between 0.25% and 0.58% (December 31, 2021 – 0.2% and 0.56%) calculated on the undrawn amounts under the various facilities.

The following is a schedule of future minimum repayments under the Company’s term loan credit facilities as of December 31, 2022:

2023	$	239.6
2024	111.9
2025	167.4
2026	450.9
2027	241.2
Thereafter	22.0
	$	1,233.0

(c)Sustainability-Linked Senior Secured Notes:

In May 2021, the Company entered into a note purchase agreement to issue $500,000,000 of sustainability-linked, senior secured notes (the “Senior Secured Notes”) in a US private placement. The Senior Secured Notes comprise four series, each ranking pari passu with the Company’s existing and future debt financing program. The Series A, Series C and Series D Senior Secured Notes were issued in May 2021, with interest rates ranging from 3.91% to 4.26% and maturities from June 2031 to June 2036. The Series B Senior Secured Notes, which bear interest at 3.91% per annum and mature in 2031, were issued in August 2021. The Senior Secured Notes contain certain sustainability features, and are subject to adjustment based on Seaspan’s achievements relative to certain key performance indicators.

On May 17, 2022, the Company entered into a note purchase agreement to issue, in a private placement, $500,000,000 aggregate principal amount of fixed-rate, sustainability-linked senior secured notes. The notes comprise three series, with interest rates ranging from 5.15% to 5.49% and maturities ranging from September 5, 2032 to September 5, 2037. The notes were issued and proceeds received on August 3, 2022.

13.    Long term debt (continued):

(d)Credit facilities – other:

As at December 31, 2022, the Company’s credit facilities were secured by first-priority mortgages granted on most of its power generation assets and 53 of its vessels together with other related security. The security for each of the Company’s current secured credit facilities includes:

•A first priority mortgage on collateral assets;

•An assignment of the Company’s lease agreements and earnings related to the related collateral assets;

•An assignment of the insurance policies covering each of the collateral assets that are subject to a related mortgage and/or security interest;

•An assignment of the Company’s related shipbuilding contracts and the corresponding refund guarantees;

•A pledge over shares of various subsidiaries; and

•A pledge over the related retention accounts.

As at December 31, 2022, $938,703,000 principal amount of indebtedness under the Company’s term loan and revolving credit facilities, together with $1,000,000,000 of sustainability-linked fixed rate notes with maturities from June 2031 to September 2037, was secured by a portfolio of 48 vessels, the composition of which can be changed, and is subject to a borrowing base and portfolio concentration requirements, as well as compliance with financial covenants and certain negative covenants.

The Company may prepay certain amounts outstanding without penalty, other than breakage costs in certain circumstances, with the exception of one term loan credit facility, where the Company may prepay borrowings up to March 6, 2023 with penalties and thereafter without penalty. A prepayment may be required as a result of certain events, including change of control and, where applicable, the sale or loss of assets or a termination or expiration of certain lease agreements (and the inability to enter into a lease replacing the terminated or expired lease suitable to lenders within a specified period of time). The amount that must be prepaid may be calculated based on the loan to market value. In these circumstances, valuations of the Company’s assets are conducted on a “without lease” and/or “orderly liquidation” basis as required under the credit facility agreement.

Each credit facility contains a mix of financial covenants requiring the borrower and/or guarantor of the facility to maintain minimum liquidity, tangible net worth, interest and principal coverage ratios, and debt-to-assets ratios, as defined. Each of Atlas and Seaspan are guarantors under certain facilities.

Some of the facilities also have an interest and principal coverage ratio, debt service coverage and vessel value requirement for the subsidiary borrower. The Company was in compliance with these covenants as at December 31, 2022.

(e)Senior unsecured notes:

In February 2021, the Company issued $200,000,000 of 6.5% senior unsecured sustainability-linked bonds in the Nordic bond market (“2024 Bonds”). In April 2021, the Company issued a further $300,000,000 of senior unsecured sustainability-linked bonds in the Nordic bond market (the “2026 Bonds” and together with the 2024 Bonds, the “Bonds”). The Bonds mature in February 2024 and April 2026, respectively, and bear interest at 6.5% per annum. If the sustainability performance targets are not met during the term of the Bonds, the Bonds will be settled at maturity at 100.5% of the initial principal. The Bonds are listed on the Oslo Stock Exchange.

In May 2021, the Company exchanged an aggregate principal amount of $52,198,825 7.125% senior notes due 2027 of its wholly owned subsidiary, Seaspan Corporation (the “Seaspan Notes”), for an equivalent amount of its 7.125% senior notes due 2027 (the “Atlas Notes”), registered under the Securities Act of 1933, as amended, and listed on the Nasdaq Global Market. In July 2021, the Company exchanged an additional $151,000 of Seaspan Notes for Atlas Notes, and redeemed all remaining Seaspan Notes.

13.    Long term debt (continued):

(e)Senior unsecured notes (continued):

On July 14, 2021, the Company issued $750,000,000 of senior unsecured notes. These notes mature in 2029 and accrue interest at 5.5% per annum, payable semi-annually beginning on February 1, 2022. The notes are a blue transition bond developed to further the Company’s sustainability efforts.

(f)Fairfax Notes:

Pursuant to the Fairfax Exchange as described in note 6(b), the Company exchanged $200,000,000 aggregate principal amount of the 2026 Fairfax Notes and all $100,000,000 aggregate principal amount of the 2027 Fairfax Notes for (i) 12,000,000 Series J 7.00% Cumulative Redeemable Perpetual Preferred Shares, and (ii) 1,000,000 five year warrants to purchase an equal number of Atlas common shares at an exercise price of $13.71 per share. The exchanged 2026 Fairfax Notes and 2027 Fairfax Notes were subsequently cancelled.

In connection with the Fairfax Exchange, the Fairfax Holders also agreed to amend the terms of the $300,000,000 aggregate principal amount of the Fairfax Notes that remain outstanding following the Fairfax Exchange, which includes all 2025 Fairfax Notes and 2026 Fairfax Notes. The Amendment, among other things, eliminated the Fairfax Holders’ mandatory redemption and put rights and released and discharged all outstanding guarantees and liens on collateral thereunder. The Fairfax Holders also agreed to terminate Seaspan’s Amended and Restated Pledge and Collateral Agent Agreement and to release and discharge all liens on collateral thereof. The Company had the option to redeem the amended notes, in whole or in part, at any time at a redemption price equal to 100% of the principal amount plus any accrued and unpaid interest.

In August 2021, the remaining 2025 Fairfax Notes and 2026 Fairfax Notes were redeemed for cash at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest. As a result of the Fairfax Exchange and subsequent redemption of the 2025 Fairfax Notes and 2026 Fairfax Notes, the Company recorded a loss on debt extinguishment of nil for the year ended December 31, 2022 (2021 – $121,715,000, 2020 – nil, respectively), representing the write-off of the existing associated debt discount and deferred financing fees.

(g)Senior Unsecured Exchangeable Notes:

On December 21, 2020, the Company, through its wholly-owned subsidiary, Seaspan Corporation issued $201,250,000 aggregate principal amount of 3.75% exchangeable senior unsecured notes due 2025 (the “Exchangeable Notes”) in a private placement. The Exchangeable Notes are exchangeable at the holders’ option into an aggregate of 15,474,817 Atlas common shares at an initial exchange price of $13.005 per share, in equivalent cash or a combination of Atlas common shares and cash, as elected by the Company, on or after September 15, 2020, or earlier in the following circumstances:

•After December 31, 2020, if the last reported price of an Atlas common share is at least 130% of the exchange price then in effect over a specified measurement period;

•If the trading price per $1,000 principal amount of Exchangeable Notes during a specified measurement period is less than 98% of the last reported sale price on Atlas common shares multiplied by the applicable exchange rate; and

•Upon the occurrence of certain significant corporate events, or in response to early redemption elected by the Company.

The exchange price is subject to anti-dilution and make-whole clauses.

The holders may require the Company to redeem the Exchangeable Notes held by them upon the occurrence of certain corporate events qualifying as a fundamental change in the business. The Company may redeem the Exchangeable Notes in connection with certain tax-related events or on any business day on or after December 20, 2023 and prior to September 15, 2025, if the last reported sale price of an Atlas common share is at least 130% of the exchange price during a specified measurement period. A redemption of the Exchangeable Notes is made at 100% of the principal amount, plus accrued and unpaid interest. The Exchangeable Notes mature on December 15, 2025, unless earlier exchanged, repurchased or redeemed.

13.    Long term debt (continued):

(g)Senior Unsecured Exchangeable Notes (continued):

Upon issuance, the proceeds from the Exchangeable Notes were allocated between debt, measured at fair value of $195,000,000 and equity of $6,250,000 representing the residual value related to the conversion feature. The difference between the face value and carrying value of the debt reflects the debt discount, which is amortized through interest expense using an effective interest rate of 4.5%, over the remaining life of the debt. Interest payment is semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2021.

Capped Call Transactions

In connection with the issuance of the Exchangeable Notes, the Company entered into capped call transactions with affiliates of certain of the initial purchasers of the Exchangeable Notes and other financial institutions, using $15,536,000 in proceeds from the issuance, to reduce the potential dilution to Atlas common shares upon any exchange of notes and/or offset any cash payments the Company is required to make upon exchange of the Exchangeable Notes, in excess of the principal amount. They may be settled in cash, shares, or a combination of cash and shares as determined by the settlement method of the Exchangeable Notes, at a strike price with underlying shares equal to that of the Exchangeable Notes and subject to anti-dilution adjustments substantially similar to those applicable to the Exchangeable Notes. The capped calls are exercisable up to a maximum price of $17.85 per share, subject to certain adjustments. The instruments expire on December 15, 2025.

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Operating lease liabilities

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Operating lease liabilities

Operating lease liabilities:

	December 31, 2022		December 31, 2021
Operating lease commitments	$	581.6	$	791.2
Impact of discounting	(66.3)		(104.6)
Impact of changes in variable rates	(8.3)		30.8
Operating lease liabilities	507.0		717.4
Current portion of operating lease liabilities	(115.3)		(155.1)
Operating lease liabilities	$	391.7	$	562.3

Operating lease liabilities relate to vessel sale-leaseback transactions and other operating leases. Vessel sale-leaseback transactions under operating lease arrangements are in part, indexed to three month LIBOR, reset on a quarterly basis. For one of the Company’s vessel operating leases, an option to repurchase the vessel exists at the end of its lease term. For all other arrangements, the lease may be terminated prior to the end of the lease term, at the option of the Company, by repurchasing the respective vessels on a specified repurchase date at a pre-determined fair value amount. For one of these arrangements, if the Company elects not to repurchase the vessel, the lessor may choose not to continue the lease until the end of its term. Each sale-leaseback transaction contains financial covenants requiring the Company to maintain certain tangible net worth, interest coverage ratios and debt-to-assets ratios, as defined. These vessels are leased to customers under time charter arrangements.

14.    Operating lease liabilities (continued):

Operating lease costs related to vessel sale-leaseback transactions and other leases are summarized as follows:

	Year ended December 31, 2022			Year ended December 31, 2021
Lease costs:
Operating lease costs	$	128.5		$	160.2
Variable lease adjustments	(4.8)			(13.7)
Other information:
Operating cash outflow used for operating leases	116.5			143.2
Weighted average discount rate(1)	4.8		%	4.8		%
Weighted average remaining lease term	5 years			6 years

(1)The weighted average discount rate is based on a fixed rate at the time the lease was entered into and is adjusted quarterly as each lease payment is made.

In September 2021, the Company amended an operating lease for one vessel to extend the term for an additional five years. The amendment resulted in the continuation of its treatment as an operating lease. The reassessment due to the modification resulted in an increase of $5,753,000 to lease liabilities and a corresponding increase to right-of-use assets.

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Finance lease liabilities

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Finance lease liabilities

Finance lease liabilities:

	December 31, 2022		December 31, 2021
Finance lease liabilities	$	222.2	$	—
Current portion of finance lease liabilities	(222.2)		—
Long-term finance lease liabilities	$	—	$	—

During the year ended December 31, 2022, the Company exercised options under existing lease financing arrangements to purchase four 10,000 TEU vessels. The purchases are expected to complete in January through September 2023, at the pre-determined purchase price of $52,690,000 per vessel.

As at December 31, 2022, the total remaining commitments related to financial liabilities of these vessels were approximately $225,117,000 (December 31, 2021 – nil), including imputed interest of $2,875,000 (December 31, 2021 – nil), repayable in 2023.

The weighted average interest rate on obligations related to finance leases as at December 31, 2022 was 5.9%.

Other financing arrangements:

	2022		2021
Other financing arrangements	$	2,119.7	$	1,363.1
Deferred financing fees	(31.9)		(23.3)
Other financing arrangements	2,087.8		1,339.8
Current portion of other financing arrangements	(147.5)		(100.5)
Other financing arrangements	$	1,940.3	$	1,239.3

16.    Other financing arrangements (continued):

The Company, through certain of its wholly-owned subsidiaries, has entered into non-recourse or limited recourse sale-leaseback arrangements with financial institutions to fund the acquisition of vessels.

Under these arrangements, the Company has agreed to transfer the vessels to the counterparties and lease the vessels back from the counterparties over the applicable lease term as a financing lease arrangement. In the arrangements where the shipbuilding contracts are novated to the counterparties, the counterparties assume responsibility for the remaining payments under the shipbuilding contracts.

In certain of the arrangements, the counterparties are companies whose only assets and operations are to hold the Company’s leases and vessels. The Company operates the vessels during the lease term, supervises the vessels’ construction before the lease term begins, if applicable, and/or is required to purchase the vessels from the counterparties at the end of the lease term. As a result, in most cases, the Company is considered to be the primary beneficiary of the counterparties and consolidates the counterparties for financial reporting purposes. In all cases, these arrangements are considered failed-sales. The vessels are recorded as an asset and the obligations under these arrangements are recorded as a liability. The terms of the leases are as follows:

(i)Leases for five 11,000 TEU vessels:

Under these arrangements, the counterparty has provided financing of $420,750,000. The 17-year lease terms began between August 2017 and January 2018, which were the vessels’ delivery dates. Lease payments include interest components based on three month LIBOR plus a margin ranging from 2.65% to 3.3%. At delivery, the Company sold and leased the vessels back over the term of the sale-leaseback transactions. At the end of the lease terms, the Company is obligated to purchase the vessels at a pre-determined purchase price. In October 2020, the Company made a prepayment of $71,084,000 on the remaining principal balance of one of the 11,000 TEU vessels under sales-leaseback financing arrangement. In January 2021, the Company made a payment of $69,166,000 to early terminate a sale-leaseback financing arrangement secured by one 11,000 TEU vessel. In March 2021, the Company entered into a new sale-leaseback financing arrangement of $83,700,000, secured by the same 11,000 TEU vessel.

(ii)Leases for four 12,000 TEU vessels:

Under these arrangements, the counterparty has provided financing of $337,732,000. The 10-year lease terms began in March and April 2020, which were the vessels’ delivery dates. Lease payments include interest components based on one month LIBOR plus a 2.75% margin. At delivery, the Company sold and leased the vessels back over the term of the sale-leaseback transactions. At the end of the lease terms, the Company is obligated to purchase the vessels at a pre-determined purchase price.

(iii)Leases for two 13,000 TEU vessels:

Under these arrangements, the counterparty has provided financing of $138,225,000. The 10-year lease terms began in August and September 2020, which were the vessels’ delivery dates. Lease payments include interest components based on three month LIBOR plus a 2.75% margin. At delivery, the Company sold and leased the vessels back over the term of the sale-leaseback transactions. At the end of the lease terms, the Company is obligated to purchase the vessels at a pre-determined purchase price.

(iv)Leases for two 12,000 TEU vessels:

Under these arrangements, the counterparty has provided financing of $158,400,000. The 10-year and 12-year lease terms began in October and November 2020, respectively, which were the vessels’ delivery dates. Lease payments include interest components based on three month LIBOR plus a 2.75% margin. At delivery, the Company sold and leased the vessels back over the term of the sale-leaseback transactions. The Company has the option to purchase the vessels throughout their respective lease terms at a pre-determined purchase price.

16.    Other financing arrangements (continued):

(v)Leases for three vessels:

In April 2021, the counterparty provided refinancing of $235,000,000 in sale-leaseback financing for three vessels ranging in size between 10,000 TEU and 13,100 TEU. The lease terms, ranging between 96 and 162 months, began in April 2021. Lease payments include interest components based on one three LIBOR plus a 2.75% margin. The Company sold and leased the vessels back over the term of the sale-leaseback transactions. At the end of the lease term, the Company is obligated to purchase the vessels at a pre-determined purchase price. The Company has the option to purchase the vessels after the second anniversary date of delivery through their respective lease terms at a pre-determined purchase price.

(vi)Leases for three 12,200 TEU vessels

In April 2021, the counterparty provided sale-leaseback financing of $243,000,000. The 12-year lease term for three of the vessels began in November 2021, April and May 2022, upon delivery of the vessels. The amounts drawn on this facility for the other two vessels relate to installments on vessel under construction. Lease payments include interest components based on one month LIBOR plus a 2.95% margin. At delivery, the Company sells and leases the vessels back over the term of the sale-leaseback transactions. At the end of the lease term, the Company is obligated to purchase the vessels at a pre-determined purchase price. The Company has the option to purchase the vessels after the second anniversary date of delivery through their respective lease terms at a pre-determined purchase price.

(vii)Leases for two 12,200 TEU vessels

In May 2021, the counterparty provided sale-leaseback financing of $162,000,000. The 10-year lease terms began in September and November 2021, which were the vessels’ delivery dates. Lease payments include interest components based on three month LIBOR plus a 2.95% margin. At delivery, the Company sold and leased the vessels back over the term of the sale-leaseback transactions. The Company has the option to purchase the vessels after the first anniversary date of delivery through their respective lease terms at a pre-determined purchase price.

(viii)Leases for six 7,000 TEU vessels

In October 2021, the counterparty provided sale-leaseback financing of $445,000,000. Lease payments include interest components based on three month LIBOR plus a 2.45% margin. At delivery, the Company will sell and lease the vessels back over the term of the sale-leaseback transactions. At the end of the lease term, the Company is obligated to purchase four of the vessels at a pre-determined purchase price. For all six vessels, the Company has the option to purchase the vessels after the first anniversary date of delivery through their respective lease terms at a pre-determined purchase price. At December 31, 2022, $49,417,000 was drawn on this facility.

(ix)Leases for eight vessels

In June 2021, the counterparty provided sale-leaseback financing of $895,320,000 for eight vessels ranging in size from 16,000 TEU to 24,000 TEU. Lease payments include interest components based on three month LIBOR plus a 2.80% margin. At delivery, the Company will sell and lease the vessels back over the term of the sale-leaseback transactions. The Company has the option to purchase the vessels after the second anniversary date of delivery through their respective lease terms at a pre-determined purchase price. At December 31, 2022, $28,800,000 has been drawn under this facility.

(x)Leases for six 15,500 TEU vessels

In August 2021, the counterparty provided sale-leaseback financing of $661,826,000. Lease payments include interest components based on one month LIBOR plus a 2.50% margin. At delivery, the Company will sell and lease the vessels back over the term of the sale-leaseback transactions. The Company has the option to purchase the vessels after the second anniversary date of delivery through their respective lease terms at a pre-determined purchase price. At December 31, 2022, no amounts have been drawn under this facility.

16.    Other financing arrangements (continued):

(xi)Leases for six 15,000 TEU and four 7,000 TEU vessels

In November 2021, the counterparty provided sale-leaseback financing of $889,651,000. Lease payments include interest components based on three month LIBOR plus a 2.45% margin. At delivery, the Company will sell and lease the vessels back over the term of the sale-leaseback transactions. The Company has the option to purchase the vessels after the first anniversary date of delivery through their respective lease terms at a pre-determined purchase price. At December 31, 2022, no amounts have been drawn under this facility.

(xii)Leases for two 12,000 TEU vessels

During the year ended December 31, 2022, the Company completed a sale-leaseback financing for two vessels for proceeds of $226,000,000.  Upon delivery of each vessel in October and November, the Company commenced a 13.25 year leaseback. Lease payments include interest components based on three month SOFR plus a credit spread and a 1.8% margin. The Company has the option to purchase each vessel either 5 years or 7 years and 11 months after its delivery date at a pre-determined purchase price.

(xiii)Leases for four 11,800 TEU and one 15,000 TEU vessels

Prior to the sale-leaseback of each vessel, the Company had pre-delivery financing under a secured term loan credit facility (note 13(b)). Upon delivery of each vessel during 2022, the pre-delivery financing was replaced with sale-leaseback financing for the five vessels for proceeds of $468,600,000. Upon delivery of each vessel, which occurred between June through October 2022, the Company commenced a 14 year leaseback.  Lease payments include interest components based on daily SOFR plus a credit spread and margin of 1.4%. The Company has the option to purchase each vessel 9.5 years after its delivery date at a pre-determined purchase price. 

In May 2021, the Company repaid $59,300,000 upon early termination of a sale-leaseback financing arrangement secured by a 13,100 TEU vessel.

The weighted average rate of interest, including the margin, was 6.62% at December 31, 2022 (December 31, 2021 – 3.08%).

Based on amounts funded for other financing arrangements, payments due to lessors would be as follows:

2023	$	148.2
2024	151.1
2025	147.2
2026	145.3
2027	146.6
Thereafter	1,381.3
	$	2,119.7

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Other financing arrangements

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Other financing arrangements

Finance lease liabilities:

	December 31, 2022		December 31, 2021
Finance lease liabilities	$	222.2	$	—
Current portion of finance lease liabilities	(222.2)		—
Long-term finance lease liabilities	$	—	$	—

During the year ended December 31, 2022, the Company exercised options under existing lease financing arrangements to purchase four 10,000 TEU vessels. The purchases are expected to complete in January through September 2023, at the pre-determined purchase price of $52,690,000 per vessel.

As at December 31, 2022, the total remaining commitments related to financial liabilities of these vessels were approximately $225,117,000 (December 31, 2021 – nil), including imputed interest of $2,875,000 (December 31, 2021 – nil), repayable in 2023.

The weighted average interest rate on obligations related to finance leases as at December 31, 2022 was 5.9%.

Other financing arrangements:

	2022		2021
Other financing arrangements	$	2,119.7	$	1,363.1
Deferred financing fees	(31.9)		(23.3)
Other financing arrangements	2,087.8		1,339.8
Current portion of other financing arrangements	(147.5)		(100.5)
Other financing arrangements	$	1,940.3	$	1,239.3

16.    Other financing arrangements (continued):

The Company, through certain of its wholly-owned subsidiaries, has entered into non-recourse or limited recourse sale-leaseback arrangements with financial institutions to fund the acquisition of vessels.

Under these arrangements, the Company has agreed to transfer the vessels to the counterparties and lease the vessels back from the counterparties over the applicable lease term as a financing lease arrangement. In the arrangements where the shipbuilding contracts are novated to the counterparties, the counterparties assume responsibility for the remaining payments under the shipbuilding contracts.

In certain of the arrangements, the counterparties are companies whose only assets and operations are to hold the Company’s leases and vessels. The Company operates the vessels during the lease term, supervises the vessels’ construction before the lease term begins, if applicable, and/or is required to purchase the vessels from the counterparties at the end of the lease term. As a result, in most cases, the Company is considered to be the primary beneficiary of the counterparties and consolidates the counterparties for financial reporting purposes. In all cases, these arrangements are considered failed-sales. The vessels are recorded as an asset and the obligations under these arrangements are recorded as a liability. The terms of the leases are as follows:

(i)Leases for five 11,000 TEU vessels:

Under these arrangements, the counterparty has provided financing of $420,750,000. The 17-year lease terms began between August 2017 and January 2018, which were the vessels’ delivery dates. Lease payments include interest components based on three month LIBOR plus a margin ranging from 2.65% to 3.3%. At delivery, the Company sold and leased the vessels back over the term of the sale-leaseback transactions. At the end of the lease terms, the Company is obligated to purchase the vessels at a pre-determined purchase price. In October 2020, the Company made a prepayment of $71,084,000 on the remaining principal balance of one of the 11,000 TEU vessels under sales-leaseback financing arrangement. In January 2021, the Company made a payment of $69,166,000 to early terminate a sale-leaseback financing arrangement secured by one 11,000 TEU vessel. In March 2021, the Company entered into a new sale-leaseback financing arrangement of $83,700,000, secured by the same 11,000 TEU vessel.

(ii)Leases for four 12,000 TEU vessels:

Under these arrangements, the counterparty has provided financing of $337,732,000. The 10-year lease terms began in March and April 2020, which were the vessels’ delivery dates. Lease payments include interest components based on one month LIBOR plus a 2.75% margin. At delivery, the Company sold and leased the vessels back over the term of the sale-leaseback transactions. At the end of the lease terms, the Company is obligated to purchase the vessels at a pre-determined purchase price.

(iii)Leases for two 13,000 TEU vessels:

Under these arrangements, the counterparty has provided financing of $138,225,000. The 10-year lease terms began in August and September 2020, which were the vessels’ delivery dates. Lease payments include interest components based on three month LIBOR plus a 2.75% margin. At delivery, the Company sold and leased the vessels back over the term of the sale-leaseback transactions. At the end of the lease terms, the Company is obligated to purchase the vessels at a pre-determined purchase price.

(iv)Leases for two 12,000 TEU vessels:

Under these arrangements, the counterparty has provided financing of $158,400,000. The 10-year and 12-year lease terms began in October and November 2020, respectively, which were the vessels’ delivery dates. Lease payments include interest components based on three month LIBOR plus a 2.75% margin. At delivery, the Company sold and leased the vessels back over the term of the sale-leaseback transactions. The Company has the option to purchase the vessels throughout their respective lease terms at a pre-determined purchase price.

16.    Other financing arrangements (continued):

(v)Leases for three vessels:

In April 2021, the counterparty provided refinancing of $235,000,000 in sale-leaseback financing for three vessels ranging in size between 10,000 TEU and 13,100 TEU. The lease terms, ranging between 96 and 162 months, began in April 2021. Lease payments include interest components based on one three LIBOR plus a 2.75% margin. The Company sold and leased the vessels back over the term of the sale-leaseback transactions. At the end of the lease term, the Company is obligated to purchase the vessels at a pre-determined purchase price. The Company has the option to purchase the vessels after the second anniversary date of delivery through their respective lease terms at a pre-determined purchase price.

(vi)Leases for three 12,200 TEU vessels

In April 2021, the counterparty provided sale-leaseback financing of $243,000,000. The 12-year lease term for three of the vessels began in November 2021, April and May 2022, upon delivery of the vessels. The amounts drawn on this facility for the other two vessels relate to installments on vessel under construction. Lease payments include interest components based on one month LIBOR plus a 2.95% margin. At delivery, the Company sells and leases the vessels back over the term of the sale-leaseback transactions. At the end of the lease term, the Company is obligated to purchase the vessels at a pre-determined purchase price. The Company has the option to purchase the vessels after the second anniversary date of delivery through their respective lease terms at a pre-determined purchase price.

(vii)Leases for two 12,200 TEU vessels

In May 2021, the counterparty provided sale-leaseback financing of $162,000,000. The 10-year lease terms began in September and November 2021, which were the vessels’ delivery dates. Lease payments include interest components based on three month LIBOR plus a 2.95% margin. At delivery, the Company sold and leased the vessels back over the term of the sale-leaseback transactions. The Company has the option to purchase the vessels after the first anniversary date of delivery through their respective lease terms at a pre-determined purchase price.

(viii)Leases for six 7,000 TEU vessels

In October 2021, the counterparty provided sale-leaseback financing of $445,000,000. Lease payments include interest components based on three month LIBOR plus a 2.45% margin. At delivery, the Company will sell and lease the vessels back over the term of the sale-leaseback transactions. At the end of the lease term, the Company is obligated to purchase four of the vessels at a pre-determined purchase price. For all six vessels, the Company has the option to purchase the vessels after the first anniversary date of delivery through their respective lease terms at a pre-determined purchase price. At December 31, 2022, $49,417,000 was drawn on this facility.

(ix)Leases for eight vessels

In June 2021, the counterparty provided sale-leaseback financing of $895,320,000 for eight vessels ranging in size from 16,000 TEU to 24,000 TEU. Lease payments include interest components based on three month LIBOR plus a 2.80% margin. At delivery, the Company will sell and lease the vessels back over the term of the sale-leaseback transactions. The Company has the option to purchase the vessels after the second anniversary date of delivery through their respective lease terms at a pre-determined purchase price. At December 31, 2022, $28,800,000 has been drawn under this facility.

(x)Leases for six 15,500 TEU vessels

In August 2021, the counterparty provided sale-leaseback financing of $661,826,000. Lease payments include interest components based on one month LIBOR plus a 2.50% margin. At delivery, the Company will sell and lease the vessels back over the term of the sale-leaseback transactions. The Company has the option to purchase the vessels after the second anniversary date of delivery through their respective lease terms at a pre-determined purchase price. At December 31, 2022, no amounts have been drawn under this facility.

16.    Other financing arrangements (continued):

(xi)Leases for six 15,000 TEU and four 7,000 TEU vessels

In November 2021, the counterparty provided sale-leaseback financing of $889,651,000. Lease payments include interest components based on three month LIBOR plus a 2.45% margin. At delivery, the Company will sell and lease the vessels back over the term of the sale-leaseback transactions. The Company has the option to purchase the vessels after the first anniversary date of delivery through their respective lease terms at a pre-determined purchase price. At December 31, 2022, no amounts have been drawn under this facility.

(xii)Leases for two 12,000 TEU vessels

During the year ended December 31, 2022, the Company completed a sale-leaseback financing for two vessels for proceeds of $226,000,000.  Upon delivery of each vessel in October and November, the Company commenced a 13.25 year leaseback. Lease payments include interest components based on three month SOFR plus a credit spread and a 1.8% margin. The Company has the option to purchase each vessel either 5 years or 7 years and 11 months after its delivery date at a pre-determined purchase price.

(xiii)Leases for four 11,800 TEU and one 15,000 TEU vessels

Prior to the sale-leaseback of each vessel, the Company had pre-delivery financing under a secured term loan credit facility (note 13(b)). Upon delivery of each vessel during 2022, the pre-delivery financing was replaced with sale-leaseback financing for the five vessels for proceeds of $468,600,000. Upon delivery of each vessel, which occurred between June through October 2022, the Company commenced a 14 year leaseback.  Lease payments include interest components based on daily SOFR plus a credit spread and margin of 1.4%. The Company has the option to purchase each vessel 9.5 years after its delivery date at a pre-determined purchase price. 

In May 2021, the Company repaid $59,300,000 upon early termination of a sale-leaseback financing arrangement secured by a 13,100 TEU vessel.

The weighted average rate of interest, including the margin, was 6.62% at December 31, 2022 (December 31, 2021 – 3.08%).

Based on amounts funded for other financing arrangements, payments due to lessors would be as follows:

2023	$	148.2
2024	151.1
2025	147.2
2026	145.3
2027	146.6
Thereafter	1,381.3
	$	2,119.7

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Other liabilities

12 Months Ended

Dec. 31, 2022

Other Liabilities Disclosure [Abstract]

Other liabilities

Other liabilities:

	2022		2021
Asset retirement obligations(a)	$	15.9	$	37.4
Other	48.6		22.3
Other long-term liabilities	64.5		59.7
Current portion of other long-term liabilities	(13.3)		(42.0)
Other long-term liabilities	$	51.2	$	17.7

(a)Asset retirement obligations:

Asset retirement obligations were assumed as part of the APR Energy acquisition and consist of the contractual requirement to demobilize the Company’s mobile power generation sites when there is a legal obligation associated with the demobilization and the fair value of the liability can be reasonably estimated.

Asset retirement obligations, December 31, 2020	$	42.3
Liabilities acquired	7.8
Liabilities incurred	(5.0)
Provision reassessment	(7.9)
Accretion expense	0.2
Asset retirement obligations, December 31, 2021	37.4
Liabilities acquired	6.5
Liabilities incurred	(1.2)
Liabilities settled	(37.1)
Change in estimated cash flows	1.2
Provision reassessment	8.9
Accretion expense	0.2
Asset retirement obligations, December 31, 2022	$	15.9

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Income tax

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income tax

Income tax:The Company is tax resident in the United Kingdom and consists of its containership leasing and mobile power generation segments. The effective tax rate for its containership segment is nominal, primarily due to international shipping reciprocal exemptions. Its mobile power generation segment, acquired on February 28, 2020 through APR Energy, is subject to income taxes in multiple jurisdictions.

18.    Income tax (continued):

Net earnings before income taxes for the year ended December 31, 2022 relates only to the foreign jurisdictions. Similarly, the Company’s income tax expense for the year ended December 31, 2022 related only to foreign jurisdictions and consists of the following:

	2022
Current tax	Domestic		Foreign		Total
Current tax expense	$	—	$	2.5	$	2.5
Deferred tax
Deferred tax expense	—		(0.1)		(0.1)
Total tax expense	$	—	$	2.4	$	2.4

	2021
Current tax	Domestic		Foreign		Total
Current tax expense	$	—	$	13.0	$	13.0
Deferred tax
Deferred tax expense	—		20.0		20.0
Total tax expense	$	—	$	33.0	$	33.0

As a result of the acquisition of APR Energy, the Company operates in countries that have differing tax laws and rates. Therefore, a consolidated weighted average tax rate will vary from year to year according to the source of earnings or losses by country and the change in applicable tax rates. Prior to the APR Energy acquisition, the Company was subject to nominal income taxes primarily due to international shipping reciprocal exemptions for the containership segment. For the year ended December 31, 2022 and December 31, 2021, the reconciliation between the effective tax rate of 0.38% and 7.61%, respectively, and the statutory UK income tax rate of 19.00% is as follows:

	2022		2021
Computed “Expected” tax expense:
Computed tax expense on income from continuing operations	$	118.7	$	82.4
Increase (reduction) in income taxes resulting from:
Certain income from containership leasing segment that is exempt from tax	(109.5)		(73.2)
Change in valuation allowance	23.2		73.5
Change in current year uncertain tax positions	(1.9)		3.5
Change in tax law	2.5		(32.0)
Foreign rate differential	(2.6)		(22.0)
Withholding taxes	(1.1)		6.8
Other, net	(26.9)		(6.0)
	$	2.4	$	33.0

18.    Income tax (continued):

The deferred tax assets and liabilities were as follows for the year ended December 31, 2022 and December 31, 2021:

Deferred tax assets	2022		2021
Decommission provisions	$	0.5	$	15.3
Property, plant and equipment	—		10.1
Reserves and accrued expenses	40.5		86.0
Tax losses carried forward	122.1		82.3
Interest allowance	36.1		29.0
Deferred revenue	0.7		0.4
Valuation allowance	(184.4)		(213.5)
	$	15.5	$	9.6
Deferred tax liabilities	2022		2021
Deferred job costs	$	(0.7)	$	—
Accelerated asset costs	(1.4)		(2.0)
Inflation adjustment	—		(6.4)
Other timing differences	(15.2)		(1.4)
	$	(17.3)	$	(9.8)
Net deferred tax liability	$	(1.8)	$	(0.2)

As at December 31, 2022, the Company has foreign tax losses carried forward of $495,765,000 (2021 – $331,024,000), of which $3,500,000 is recognized as a deferred tax asset. No deferred tax asset is recognised on the remaining balance of $492,266,000 on the basis that no tax benefit is expected to arise in the jurisdictions where the tax losses occurred. The material tax losses carried forward generally have no expiry date. The Company’s ability to utilize the net operating loss and tax credit carry forward may be subject to restriction in the event of past or future ownership changes as defined in Section 382 of the Internal Revenue Code and similar tax law.

Tax years that remain open to examination by some of the major jurisdictions in which the Company is subject to tax range from two to four years.

As at December 31, 2022, the Company had income tax payable of $72,252,000 (2021 – $96,900,000). This balance includes cash taxes payable and a reserve for global uncertain tax positions.

The Company’s uncertain tax positions relate primarily to items that were acquired as part of the APR Energy acquisition. Substantially all of these items are indemnified and a corresponding indemnification asset has been recorded (note 3). The Company does not presently anticipate that its provisions for these uncertain tax positions will significantly increase in the next 12 months. The Company reviews its tax obligations regularly and may update its assessment of its tax positions based on available information at the time.

18.    Income tax (continued):

The following table summarizes the activity related to the Company’s unrecognized tax benefits:

	2022		2021
Opening balance as at January 1,	$	96.4	$	92.9
(Decrease) Increase in unrecognized tax benefit	(16.1)		3.5
Ending balance as at December 31,	$	80.3	$	96.4

The Company recognizes interest expense and penalties related to unrecognized tax benefits as income tax expense. The Company had interest or penalties accrued in the consolidated balance sheet at December 31, 2022 and December 31, 2021.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits net operating loss (“NOL”) carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2022. In addition, the CARES Act allows NOLs incurred in tax years ending before January 1, 2019, 2020, and 2021 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company evaluated the impact of the CARES Act, and determined that on certain amended income tax returns it was able to carryback $54,459,000 in NOLs from its tax years ended December 31, 2019 and 2020 to partially offset income in the tax year ended December 31, 2018.

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Preferred shares and share capital

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Preferred shares and share capital

Preferred shares and share capital:

(a)Common shares:

On February 27, 2020, upon completion of the Reorganization, the common shares of Seaspan, the predecessor of Atlas, was exchanged for Atlas common shares on a one-for-one basis. The Company has 400,000,000 Class A common shares authorized at December 31, 2022 and December 31, 2021, with a par value of $0.01 per share.

On February 28, 2020, the Company issued 29,891,266 common shares and reserved 6,664,270 common shares for holdback as part of the consideration paid for the acquisition of the shares of APR Energy (note 3). Concurrent with the acquisition, the Company issued 775,139 common shares to Fairfax to settle APR Energy’s indebtedness to Fairfax at closing.

During the year ended December 31, 2020, the Sellers returned 1,849,641 previously issued common shares to the Company and 557,139 Holdback Shares were cancelled. Of the common shares returned, 1,122,290 shares were permanently forfeited as part of post-closing purchase price adjustments. The remaining 727,351 shares are held in reserve as treasury shares. These shares may be issuable to the Sellers at a future date, subject to settlement of potential indemnified events. As of December 31, 2022, 727,351 common shares are issuable as Holdback Shares, including 727,351 shares held in treasury.

During the year ended December 31, 2022, 92,444 (December 31, 2021 – 350,138) shares were released from holdback and issued to the Sellers. Upon expiration of an indemnification, the remaining Holdback Shares of 2,749,898 were released and issued to the minority sellers in June 2022.

The Company has a dividend reinvestment program (“DRIP”) that allows interested shareholders to reinvest all or a portion of cash dividends received in the Company’s common shares. If new common shares are issued by the Company, the reinvestment price is equal to the average price of the Company’s common shares for the five days immediately prior to the reinvestment, less a discount. The discount rate is set by the Board of Directors and is currently 3%. If common shares are purchased in the open market, the reinvestment price is equal to the average price per share paid.

19.    Preferred shares and share capital (continued):

(b)Preferred shares:

As at December 31, 2022, the Company had the following preferred shares outstanding:

	Shares					Liquidation preference
			Dividend rate per annum		Redemption by Company permitted on or after(1)	December 31, 2022		December 31, 2021
Series	Authorized	Issued
D	20,000,000	5,093,728	7.95	%	January 30, 2018	$	127.3	$	127.3
E(2)	15,000,000	—	8.25	%	February 13, 2019	—		—
G(2)	15,000,000	—	8.20	%	June 16, 2021	—		—
H	15,000,000	9,025,105	7.875	%	August 11, 2021	225.6		225.6
I	6,000,000	6,000,000	8.00	%	October 30, 2023	150.0		150.0
J(3)	12,000,000	12,000,000	7.00	%	June 11, 2021	300.0		300.0

(1)Redeemable by the Company, in whole or in part, at a redemption price of $25.00 per share plus unpaid dividends. The preferred shares are not convertible into common shares and are not redeemable by the holder.

(2)On July 1, 2021, the Company redeemed all of its outstanding g 8.25% Series E Cumulative Redeemable Preferred Shares and outstanding 8.20% Series G Cumulative Redeemable Perpetual Preferred shares for cash at $25.00 per share plus all accrued and unpaid dividends.

(3)Dividends will be payable on the Series J Cumulative Redeemable Preferred Shares at a rate of 7.0% for the first five years after the issue date, with 1.5% increases annually thereafter to a maximum of 11.5%.

The preferred shares are subject to certain financial covenants. The Company is in compliance with these covenants on December 31, 2022.

(c)Restricted shares:

During the year ended December 31, 2022, the Company granted 5,556,610 restricted shares, to its board of directors, chairman of the board, and the Company's chief executive officer, of which nil restricted shares were forfeited. During the year ended December 31, 2021, the Company granted 75,910 restricted shares, to its board of directors, of which 11,984 restricted shares were forfeited.

(d)Restricted stock units:

During the year ended December 31, 2022, the Company granted 336,313 restricted stock units, to certain members of senior management. The restricted stock units generally vest over two years, in equal tranches. During the year ended December 31, 2022, 73,336 restricted stock units were forfeited (2021 – 35,402).

(e)Cumulative redeemable preferred shares:

Pursuant to the Fairfax Exchange as described in note 6(b), the Company exchanged $200,000,000 aggregate principal amount of the 2026 Fairfax Notes and all $100,000,000 aggregate principal amount of the 2027 Fairfax Notes for (i) 12,000,000 Series J 7.00% Cumulative Redeemable Perpetual Preferred Shares, representing total liquidation value of $300,000,000, and (ii) 1,000,000 five year warrants to purchase an equal number of shares of Atlas common stock at an exercise price of $13.71 per share. The exchanged 2026 Fairfax Notes and 2027 Fairfax Notes were subsequently cancelled.

Dividends are payable on the Series J Preferred Shares at a rate of 7.0% for the first five years after the issue, with 1.5% increases annually thereafter to a maximum of 11.5%. These warrants may be exercised within a 5-year period. The Company can also elect to require early exercise of the warrants, at any time after June 11, 2025, if the “Fair Market Value” (being defined as the volume-weighted average of the sale prices of common shares over the 20 trading days immediately prior to the day as of which Fair Market Value is being determined) of a common share equals or exceeds two times the exercise price on the third trading day prior to the date on which the Company delivers the forced exercise notice.

(f)Warrants:

In April 2022, Fairfax exercised warrants to purchase 25,000,000 common shares of Atlas. The warrants, which were originally issued on July 16, 2018, had an exercise price of $8.05 per common share for an aggregate exercise price of $201,250,000. As of December 31, 2022, Fairfax continues to hold 6,000,000 warrants.

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Earnings per share (“EPS”)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Earnings per share (“EPS”)

.    Earnings per share (“EPS”):

	Year ended December 31, 2022
For the year ended December 31, 2022	Earnings (numerator)		Shares (denominator)	Per share amount
Net earnings	622.3
Less preferred share dividends:
Series D	(10.1)
Series E	—
Series G	—
Series H	(17.7)
Series I	(12.0)
Series J	(21.0)
Basic EPS:
Net earnings attributable to common shareholders	$	561.5	267,148,000	$	2.10
Effect of dilutive securities:
Share-based compensation	—		2,722,000
Fairfax warrants	—		3,396,000
Holdback shares	—		2,009,000
Senior Unsecured Exchangeable Notes	—		15,475,000
Diluted EPS:
Interest on exchangeable notes	7.6
Net earnings attributable to common shareholders	$	569.1	290,750,000	$	1.96

20.    Earnings per share (“EPS”) (continued):

	Year ended December 31, 2021
For the year ended December 31, 2021	Earnings (numerator)		Shares (denominator)	Per share amount
Net earnings	$	400.5
Less preferred share dividends:
Series D	(10.1)
Series E	(5.5)
Series G	(8.0)
Series H	(17.8)
Series I	(12.0)
Series J	(11.7)
Basic EPS:
Net earnings attributable to common shareholders	$	335.4	246,300,000	$	1.36
Effect of dilutive securities:
Share-based compensation	—		2,433,000
Fairfax warrants	—		10,647,000
Holdback shares	—		5,572,000
Senior Unsecured Exchangeable Notes	—		902,000
Diluted EPS:
Net earnings attributable to common shareholders	$	335.4	265,854,000	$	1.26

20.    Earnings per share (“EPS”) (continued):

	Year ended December 31, 2020
For the year ended December 31, 2020	Earnings (numerator)		Shares (denominator)	Per share amount
Net earnings	$	192.6
Less preferred share dividends:
Series D	(10.1)
Series E	(11.2)
Series G	(16.0)
Series H	(17.8)
Series I	(12.0)
Basic EPS:
Net earnings attributable to common shareholders	$	125.5	241,502,000	$	0.52
Effect of dilutive securities:
Share-based compensation	—		541,000
Fairfax warrants	—		3,096,000
Holdback shares	—		5,375,000
Diluted EPS:
Net earnings attributable to common shareholders	$	125.5	250,514,000	$	0.50

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Share-based compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Share-based compensation

.    Share-based compensation:

In December 2005, Seaspan’s board of directors adopted the Seaspan Corporation Stock Incentive Plan, which was administered by Seaspan’s board of directors and, under which its officers, employees and directors could be granted options, restricted shares, phantom share units and other stock-based awards as determined by the Seaspan board of directors. Upon consummation of the Reorganization, Atlas assumed Seaspan’s equity-based compensation plans, including the Seaspan Corporation Stock Incentive Plan. Awards previously granted under the Seaspan Corporation Stock Incentive Plan are now exercisable for Atlas common shares instead of Seaspan common shares.

In connection with the Reorganization, the Seaspan Plan was amended and restated as the Atlas Corp. Stock Incentive Plan (the “Atlas Plan”). In June 2020, the Atlas Plan was amended and restated to increase the number of common shares issuable under the Atlas Plan from 5,000,000 to 10,000,000.

At December 31, 2022, there are 5,172,244 (December 31, 2021 – 1,149,008) remaining shares left for issuance under this Plan.

21.    Share-based compensation (continued):

A summary of the Company’s outstanding restricted shares, phantom share units, and restricted stock units as of and for the twelve months ended December 31, 2022, 2021, and 2020 are presented below:

	Restricted shares			Phantom share units			Restricted stock units			Stock options
	Number of shares	W.A. grant date FV		Number of units	W.A. grant date FV		Number of units	W.A. grant date FV		Number of options	W.A. grant date FV
December 31, 2019	67,400	$	8.15	507,001	$	12.53	576,964	$	8.01	500,000	$	2.45
Granted	1,051,492	7.84		—	—		1,824,786	7.83		1,500,000	2.57
Vested and exercised	(67,400)	8.15		(20,000)	6.85		(313,231)	9.32		—	—
Cancelled	—	—		—	—		(79,635)	9.84		—	—
December 31, 2020	1,051,492	$	7.84	487,001	$	12.76	2,008,884	$	7.57	2,000,000	$	2.54
Granted	75,910	10.79		—	—		819,381	13.44		—	—
Vested and exercised	(1,051,492)	7.84		—	—		(326,135)	10.26		—	—
Cancelled	(11,984)	10.62		—	—		(35,402)	12.45		—	—
December 31, 2021	63,926	$	10.82	487,001	$	12.76	2,466,728	$	9.10	2,000,000	$	2.54
Granted	5,556,610	14.20		—	—		336,313	14.45		—	—
Vested and exercised	(5,563,926)	14.16		(32,001)	16.37		(1,077,081)	9.41		—	—
Cancelled	—	—		—	—		(73,336)	13.65		—	—
December 31, 2022	56,610	$	14.25	455,000	$	12.51	1,652,624	$	6.16	2,000,000	$	2.54
Vested and excercisable, December 31, 2022	—	$	—	455,000	$	12.51	—	$	—	1,000,000	$	2.56

During the year ended December 31, 2022, the Company amortized $23,492,000 (2021 – $11,203,000; 2020 – $7,068,000) in share-based compensation expense related to the above share-based compensation awards.

At December 31, 2022, there was $81,733,000 (2021 – $22,392,000) of total unamortized compensation costs relating to unvested share-based compensation awards, which are expected to be recognized over a weighted-average period of 33 months.

(a)Restricted shares and phantom share units:

Common shares are issued on a one-for-one basis in exchange for the cancellation of vested and exchanged phantom share units. The restricted shares generally vest over one year and the phantom share units generally vest over three years.

During the year ended December 31, 2022, the Company granted 56,610 restricted shares to its board of directors and the restricted shares vest on January 1, 2023.

In March 2022, the Company granted 4,000,000 unrestricted, fully vested shares to the chairman of the board with a requisite service period until September 1, 2027. From the grant date to December 31, 2022, if he ceases to act as a director, other than for reason of this death or disability, the shares will be forfeited and must be returned to the Company. From January 1, 2023 to the end of the service period, except in the event of his death or disability, a pro-rated number of shares will be returned for each month less than 56 that he serves.

In June 2022, the Company granted 1,500,000 unrestricted, fully vested shares to the Company's chief executive officer with a requisite service period until December 27, 2027. From the grant date to December 31, 2022, if the chief executive officer resigns without good reason or his employment is otherwise terminated under circumstances, the shares will be forfeited and must be returned to the Company.

During the year ended December 31, 2021, the Company granted 75,910 restricted shares to its board of directors and the restricted shares vested on January 1, 2022.

(b)Restricted stock units:

The restricted stock units generally vest over two or five years, in equal tranches. Upon vesting of the restricted stock units, the participant will receive common shares.

21.    Share-based compensation (continued):

(b)Restricted stock units (continued):

During the year ended December 31, 2022, the Company granted 336,313 restricted stock units to certain members of senior management. The restricted stock units generally vest over two years, in equal tranches. During the year ended December 31, 2022, 23,336 restricted stock units were forfeited.

In August 2021, the Company granted certain executive officers 550,000 restricted stock units. The restricted stock units vest in five tranches annually beginning on January 3, 2022 and have a grant date fair value of $13.44 per unit. Of this, 50,000 restricted stock units were forfeited during 2022.

In June 2020, the Company granted the Chief Executive Officer (“CEO”) 1,500,000 restricted stock units. The restricted stock units vest in five tranches annually over five years beginning December 31, 2021 and have a grant date fair value of $7.25 per unit.

(c)Stock options:

In June 2020, the Company granted the CEO stock options to acquire 1,500,000 common shares at an exercise price of $7.80 per share. The stock options vest in five tranches annually over five years beginning December 31, 2021 and expire on June 24, 2030.

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Other information

12 Months Ended

Dec. 31, 2022

Additional Financial Information Disclosure [Abstract]

Other information

Other information:

(a)Accounts payable and accrued liabilities:

The principal components of accounts payable and accrued liabilities are:

	2022		2021
Accrued interest	$	60.5	$	43.3
Accounts payable and other accrued liabilities	143.8		140.1
	$	204.3	$	183.4

(b)Supplemental cash flow information:

	2022		2021		2020
Interest paid	$	232.0	$	149.5	$	156.2
Interest received	6.1		3.1		5.0
Undrawn credit facility fee paid	21.4		1.9		0.8
Income taxes (recovery)/paid	(14.5)		25.7		16.8

22.    Other information (continued):

	2022		2021		2020
Non-cash financing and investing transactions:
APR Energy loans settled in shares	$	—	$	—	$	8.3
Asset retirement obligations liabilities incurred	—		—		5.3
Asset retirement obligations provision re-assessment	—		—		2.9
Cancellation of common shares issued on acquisition	—		—		12.5
Change in right-of-use assets and operating lease liabilities	127.2		9.6		1.2
Commencement of sales-type lease	—		343.9		57.0
Common shares issued on APR Energy acquisition	—		—		316.8
Contingent consideration asset related to APR Energy acquisition	—		—		95.2
Dividend reinvestment	—		—		0.3
Holdback Shares reserved on APR Energy acquisition	—		—		70.6
Interest capitalized on vessels under construction	2.8		4.0		—
Net assets acquired on acquisition	—		—		287.7
Purchase price adjustment related to APR Energy acquisition	—		—		4.5
Prepayments transferred to vessels upon vessel delivery	—		12.7		46.8
Reclassification on lease modification	—		—		377.4
	$	130.0	$	370.2	$	1,286.5
	2022		2021		2020
Changes in operating assets and liabilities
Accounts receivable	$	(61.6)	$	35.2	$	(17.1)
Inventories	(3.6)		0.2		(5.9)
Prepaids expenses and other, and other assets	29.1		(54.1)		(10.3)
Net investment in lease	20.5		14.9		13.3
Accounts payable and accrued liabilities	17.7		16.6		(16.4)
Settlement of decommissioning provisions	(36.9)		(6.0)		(5.9)
Deferred revenue	13.7		18.1		8.4
Income tax payable	(14.5)		(13.5)		3.9
Major maintenance	(47.5)		(38.7)		(54.6)
Other liabilities	—		18.9		(8.6)
Operating lease liabilities	(89.8)		(122.6)		(114.7)
Finance lease liabilities	(7.9)		—		—
Derivative instruments	7.4		26.5		22.5
Contingent consideration asset	3.2		6.1		18.7
	$	(170.2)	(98.4)		(166.7)

22.    Other information (continued):

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the amounts shown in the consolidated statements of cash flows:

	2022		2021		2020
Cash and cash equivalents	$	280.0	$	288.6	$	304.3
Restricted cash included in other assets (note 12)	11.0		38.2		38.2
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$	291.0	$	326.8	$	342.5

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Commitments and contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and contingencies

Commitments and contingencies:

(a)Operating leases:

As at December 31, 2022, the commitment under operating leases for vessels is $571,908,000 for 2023 to 2029 and for other leases is $9,707,000 for 2023 to 2031. Total commitments under these leases are as follows:

2023	$	117.6
2024	115.9
2025	118.9
2026	117.2
2027	80.4
Thereafter	31.6
	$	581.6

For operating leases indexed to three month LIBOR, commitments under these leases are calculated using the LIBOR in place as at December 31, 2022 for the Company.

(b)Vessels under construction:

As at December 31, 2022, the Company had entered into agreements to acquire 58 vessels (December 31, 2021 – 67 vessels). The Company has outstanding commitments for the remaining installment payments as follows:

2023	$	2,438.1
2024	2,713.7
Total	$	5,151.8

(c)Letter of credit:

As at December 31, 2022, the Company has $10,350,000 (December 31, 2021 – $10,350,000) in letters of credit outstanding in support of its mobile power generation business, all of which are unused.

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Financial instruments

12 Months Ended

Dec. 31, 2022

Financial Instruments [Abstract]

Financial instruments

Financial instruments:

(a)Fair value:

The carrying values of cash and cash equivalents, short-term investments, restricted cash, accounts receivable, income tax payable, accounts payable and accrued liabilities approximate their fair values because of their short term to maturity.

As of December 31, 2022, the fair value of the Company’s revolving credit facilities and term loan credit facilities, excluding deferred financing fees was $1,166,673,000 (December 31, 2021 – $2,326,568,000) and the carrying value was $1,232,988,000 (December 31, 2021 – $2,341,879,000). As of December 31, 2022, the fair value of the Company’s other financing arrangements, excluding deferred financing fees, was $2,061,863,000 (December 31, 2021 – $1,419,508,000) and the carrying value was $2,119,657,000 (December 31, 2021 – $1,363,098,000). The fair value of the revolving and term loan credit facilities and other financing arrangements, excluding deferred financing fees, was estimated based on expected principal repayments and interest, discounted by relevant forward rates plus a margin appropriate to the credit risk of the Company. Therefore, the Company categorized the fair value of these financial instruments as Level 2 in the fair value hierarchy.

As of December 31, 2022, the fair value of the Company’s senior unsecured notes is $1,284,702,000 (December 31, 2021 – $1,349,212,000) and the carrying value is $1,302,350,000 (December 31, 2021 – $1,302,350,000). The fair value of the Company’s Senior Unsecured Exchangeable Notes was $195,478,000 (December 31, 2021 – $209,566,000) and the carrying value was $201,250,000 (December 31, 2021 – $201,250,000) or $201,250,000 (December 31, 2021 – $196,177,000), net of debt discount. The fair value of the Company’s Senior Secured Notes was $937,455,000 and the carrying value was $1,000,000,000. The fair value was calculated using the present value of expected principal repayments and interest discounted by relevant forward rates plus a margin appropriate to the credit risk of the Company. As a result, these amounts were categorized as Level 2 in the fair value hierarchy.

The Company’s interest rate derivative financial instruments are re-measured to fair value at the end of each reporting period. The fair values of the interest rate derivative financial instruments have been calculated by discounting the future cash flow of both the fixed rate and variable rate interest rate payments. The discount rate is derived from a yield curve created by nationally recognized financial institutions adjusted for the associated credit risk. The fair values of the interest rate derivative financial instruments are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. Therefore, the Company categorized the fair value of these derivative financial instruments as Level 2 in the fair value hierarchy.

Unobservable inputs for recurring and non-recurring Level 3 disclosures are obtained from third parties whenever possible and reviewed by the Company for reasonableness.

(b)Interest rate swap derivatives:

The Company uses interest rate derivative financial instruments, consisting of interest rate swaps to manage its interest rate risk associated with its variable rate debt. If interest rates remain at their current levels, the Company expects that $891,000 and $32,721,000 would be paid and received in cash, respectively, in the next 12 months on interest rate swaps maturing after December 31, 2022.The amount of the actual settlement may be different depending on the interest rate in effect at the time settlements are made.

24.    Financial instruments (continued):

(b)Interest rate swap derivatives (continued):

As of December 31, 2022, the Company had the following outstanding interest rate derivatives:

Fixed per annum rate swapped for benchmark rate	Notional amount as of December 31, 2022		Maximum notional amount(1)		Effective date	Ending date
1.9250%	$	500.0	$	500.0	January 31, 2022	February 2, 2032
5.4200%	234.9		234.9		September 6, 2007	May 31, 2024
2.3875%	200.0		200.0		July 20, 2022	July 20, 2032
1.6850%	100.0		100.0		November 14, 2019	May 15, 2024
0.6300%	84.0		84.0		January 21, 2021	October 14, 2026
0.6600%	84.0		84.0		February 4, 2021	October 14, 2026
1.6490%	80.0		80.0		September 27, 2019	May 14, 2024
1.4900%	24.3		24.3		February 4, 2020	December 30, 2025

(1)Over the term of the interest rate swaps, the notional amounts increase and decrease. These amounts represent the peak notional amount over the remaining term of the swap.

In July 2022, the Company early terminated a swap with notional amount of $125,000,000 and fixed rate of 0.7270%.

(c)Financial instruments measured at fair value:

The following provides information about the Company’s financial instruments measured at fair value:

	2022		2021
Contingent consideration asset (note 12 (d))	$	43.7	$	55.3
Fair value of derivative assets
Interest rate swaps	107.1		6.1
Fair value of derivative liabilities
Interest rate swaps	1.5		28.5

There are no amounts subject to the master netting arrangements in the year ended December 31, 2022 or 2021.

24.    Financial instruments (continued):

(c)Financial instruments measured at fair value (continued):

The following table provides information about gains and losses included in net earnings and reclassified from accumulated other comprehensive loss (“AOCL”) into earnings:

	2022		2021		2020
(Gain) Loss recognized in net earnings:
(Gain) Loss on interest rate swaps (1)	$	(120.6)	$	(14.0)	$	36.4
(Gain) on derivative put instrument	—		(0.1)		(0.9)
(Gain) Loss on contingent consideration asset	(0.9)		5.1		(6.8)
Loss reclassified from AOCL to net earnings(2)
Interest expense	—		0.2		0.3
Depreciation and amortization	1.0		1.0		1.0

(1)For the years ended December 31, 2022, 2021 and 2020, cash flows related to actual settlement of interest rate swaps were $12,722,000, $26,758,000 and $21,789,000 respectively. These are included in investing activities on the consolidated statements of cash flows.

(2)The effective portion of changes in unrealized loss on interest rate swaps was recorded in accumulated other comprehensive loss until September 30, 2008 when these contracts were voluntarily de-designated as accounting hedges. The amounts in accumulated other comprehensive loss are recognized in earnings when and where the previously hedged interest is recognized in earnings.

The estimated amount of AOCL expected to be reclassified to net earnings within the next 12 months is approximately $1,019,000.

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Subsequent events

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

Subsequent events

Subsequent events:

(a)On January 5, 2023, the Company declared quarterly dividends of $0.496875, $0.492188, $0.50000, $0.43750 per Series D, Series H, Series I and Series J preferred share, respectively, representing a total distribution of $15,223,000 to all shareholders of record on January 27, 2023.

(b)On January 5, 2023, the Company declared a quarterly dividend of $0.125 per common share to all shareholders of record as of January 20, 2023.

(c)On January 13, 2023, Fairfax Financial Holdings Limited (“Fairfax”) exercised the remainder of their warrants to purchase 6,000,000 common shares of Atlas. The warrants, of which 5,000,000 were issued in April 2021 and 1,000,000 in June 2021, had exercise prices of $13.00 and $13.71 per common share respectively, for an aggregate exercise price of $78,710,000.

(d)On January 13, 2023, in connection with its exercise under an existing lease financing agreement, the Company purchased a 10,000 TEU vessel at a pre-determined purchase price of $52,690,000.

(e)On January 17, 2023, the Company completed the sale of one 4,250 TEU vessel with gross proceeds of $21,600,000. Seaspan will continue to act as a third-party vessel manager for this vessel.

(f)In February 2023, the Company accepted the delivery of one newbuild 15,000 TEU vessel, which commenced a 12-year charter upon delivery.

(g)On March 3, 2023, the Company entered into amendments and restatements of the senior secured loan facilities and intercreditor and proceeds agreement that comprise its vessel portfolio financing program to, among other things, (i) increase the commitments under the bank loan facilities by $250,000,000, $200,000,000 of which were drawn immediately and $50,000,000 of which may be drawn by the Company on or before September 3, 2023, (ii) increase the amount of total borrowing permitted relative to total assets from 65% to 75%, (iii) replace the London Interbank Offered Rate with the Secured Overnight Financing Rate as the reference interest rate, and (iv) extend the maturities of tranches due in 2026 and 2027 by approximately two years.

25.    Subsequent events (continued):

(h)On March 13, 2023, the Company declared quarterly dividends of $0.496875, $0.492188, $0.50000, $0.43750 per Series D, Series H, Series I and Series J preferred share, respectively, representing a total distribution of $15,223,000 to all shareholders of record on April 28, 2023.

(i)On March 13, 2023, the Company declared a quarterly dividend of $0.125 per common share to all shareholders of record as of March 20, 2023 to be paid on March 31, 2023.

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Significant accounting policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of preparation

Basis of preparation:

The Reorganization was accounted for as a transaction among entities under common control under the pooling of interest method and represented a change in reporting entity whereby the financial information of Seaspan prior to the Reorganization was assumed by Atlas on a carry-over basis. Accordingly, the accompanying consolidated financial statements represent the consolidated historical operations and changes in consolidated financial position of Seaspan, which included the Company as a consolidated subsidiary from its incorporation on October 1, 2019 to February 27, 2020 and those of the Company thereafter, following the Reorganization.

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the following accounting policies have been consistently applied in the preparation of the consolidated financial statements.

Principles of consolidation

Principles of consolidation :

The accompanying consolidated financial statements include the accounts of Atlas Corp. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated upon consolidation.

The Company also consolidates any variable interest entities (“VIEs”) of which it is the primary beneficiary. The primary beneficiary is the enterprise that has both the power to make decisions that most significantly affect the economic performance of the VIE and has the right to receive benefits or the obligation to absorb losses that in either case could potentially be significant to the VIE. The impact of the consolidation of these VIEs is described in note 16.

The Company accounts for its investment in companies in which it has significant influence by the equity method. The Company’s proportionate share of earnings is included in earnings and added to or deducted from the cost of the investment.

Foreign currency translation

Foreign currency translation:The functional and reporting currency of the Company is the United States dollar. Transactions involving other currencies are converted into United States dollars using the exchange rates in effect at the time of the transactions. At the balance sheet date, monetary assets and liabilities that are denominated in currencies other than the United States dollar are translated into United States dollars using exchange rates at that date. Exchange gains and losses are included in net earnings.

Cash equivalents

Cash equivalents:Cash equivalents include highly liquid securities with terms to maturity of three months or less when acquired.

Inventories

Inventories:

Inventories consist primarily of spare parts and consumables. Inventories are stated at the lower of cost or net realizable value. Inventory cost is primarily determined using average or weighted average cost method, depending on the nature of the inventory.

Net realizable value is the estimated selling price in the ordinary course of business less costs to complete, disposal and transportation.

Property, plant and equipment

Property, plant and equipment:

Vessels

Except as described below, vessels are recorded at their cost, which consists of the purchase price, acquisition and delivery costs, less accumulated depreciation.

Vessels purchased from Seaspan’s predecessor upon completion of Seaspan’s initial public offering in 2005 were initially recorded at the predecessor’s carrying value.

Depreciation is calculated on a straight-line basis over the estimated useful life of each vessel, which is 30 years from the date of completion. The Company calculates depreciation based on the estimated remaining useful life and the expected salvage value of the vessel.

Vessels under construction

Vessels under construction include deposits, installment payments, interest, financing costs, transaction fees, construction design, supervision costs, and other pre-delivery costs incurred during the construction period.

Power generating equipment

Power generating equipment are recorded at their cost, which represent their original cost at the time of purchase, less accumulated depreciation. Costs incurred to mobilize and install power-generating equipment pursuant to a contract for the provision of power generation services are recorded in property, plant and equipment and are depreciated on a straight-line basis over the non-cancellable lease term to which the power generating equipment relates.

A summary of the useful lives used for calculating depreciation and amortization is as follows:

Turbines	25 years
Generators	15 years
Transformers	15 years

2.    Significant accounting policies (continued):

(f)    Property, plant and equipment (continued):

Property, plant and equipment that are held for use are evaluated for impairment when events or circumstances indicate that their carrying amounts may not be recoverable from future undiscounted cash flows. Such evaluations include the comparison of current and anticipated operating cash flows, assessment of future operations and other relevant factors. If the carrying amount of the property, plant and equipment exceeds the estimated net undiscounted future cash flows expected to be generated over the asset’s remaining useful life, the carrying amount of the asset is reduced to its estimated fair value.

Vessel dry-dock activities

Vessel dry-dock activities:Classification society rules require that vessels be dry-docked for inspection including planned major maintenance and overhaul activities for ongoing certification. The Company generally dry-docks its vessels once every five years. Dry-docking activities include the inspection, refurbishment and replacement of steel, engine components, electrical, pipes and valves, and other parts of the vessel. The Company uses the deferral method of accounting for dry-dock activities whereby capital costs incurred are deferred and amortized on a straight-line basis over the period until the next scheduled dry-dock activity.

Business combinations

Business combinations:Business combinations are accounted for under the acquisition method. The acquired identifiable net assets are measured at fair value at the date of acquisition. Deferred taxes are recognized for any differences between the fair value of net assets acquired and the related tax basis. Any excess of the purchase price over the fair value of net assets acquired is recognized as goodwill. Associated transaction costs are expensed as incurred.

Goodwill

Goodwill:Goodwill represents the excess of the purchase price of an acquired enterprise over the fair value assigned to assets acquired and liabilities assumed in a business combination. Goodwill is not amortized, but reviewed for impairment annually or more frequently if impairment indicators arise. When goodwill is reviewed for impairment, the Company may elect to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. Alternatively, the Company may bypass this step and use a fair value approach to identify potential goodwill impairment and, when necessary, measure the amount of impairment. The Company uses a discounted cash flow model to determine the fair value of reporting units, unless there is a readily determinable fair market value.

Asset retirement obligations

Asset retirement obligations:The Company records a provision and a corresponding long-lived asset for asset retirement obligations (“ARO”) when there is a legal obligation associated with the retirement of long-lived assets and the fair value of the liability can be reasonably estimated. The fair value of the ARO is measured using expected future cash flows discounted at the Company’s credit-adjusted risk-free interest rate. The liability is accreted up to the cost of retirement through interest expense over the non-cancellable lease term. The long-lived asset is depreciated straight-line over the same period. Changes in the amount or timing of the estimated ARO are recorded as an adjustment to the related asset and liability or to depreciation expense if the asset is fully depreciated.

Deferred financing fees

Deferred financing fees:Deferred financing fees represent the unamortized costs incurred on issuance of the Company’s credit facilities and other financing arrangements and are presented as a direct deduction from the related debt liability when available. Amortization of deferred financing fees on credit facilities is provided on the effective interest rate method over the term of the facility based on amounts available under the facilities. Amortization of deferred financing fees on other financing arrangements is provided on the effective interest rate method over the term of the underlying obligation. Amortization of deferred financing fees is recorded as interest expense.

Revenue

Revenue:

Containership leasing revenue

The Company derives revenue from the charter of its containership vessels. Each charter agreement is evaluated and classified as an operating lease or financing lease based on the lease term, fair value associated with the lease and any purchase options or obligations. The assessment is done at lease commencement and reassessed only when a modification occurs that is not considered a separate contract.

Charters classified as operating leases include a lease component associated with the use of the vessel and a non-lease component related to vessel management. Total consideration in the lease agreement is allocated between the lease and non-lease components based on their relative standalone selling prices. For arrangements where the timing and pattern of transfer to the lessee is consistent between the lease and non-lease components and the lease component, if accounted for separately, would be classified as an operating lease, the Company has elected to treat the lease and non-lease components as a single lease component. Revenue is recognized each day the vessels are on-hire, managed and performance obligations are satisfied.

For charters that are classified as direct financing leases and sales-type leases, the present value of minimum lease payments and any unguaranteed residual value are recognized as net investment in lease. The discount rate used in determining the present values is the interest rate implicit in the lease. The lower of the fair value of the vessel based on information available at lease commencement date and the present value of the minimum lease payments computed using the interest rate implicit specific to each lease, represents the price, from which the carrying value of the vessel and any initial direct costs are deducted in order to determine the selling profit or loss.

For financing leases that are classified as direct financing leases, the unearned lease interest income including any selling profit and initial direct costs are deferred and amortized to income over the period of the lease so as to produce a constant periodic rate of return on the net investment in lease. Any selling loss is recognized at lease commencement date.

For financing leases that are classified as sales-type leases, any selling profit or loss is recognized at lease commencement date. Initial direct costs are expensed at lease commencement date if the fair value of the vessel is different from its carrying amount. If the fair value of the vessel is equal to its carrying amount, initial direct costs are deferred and amortized to income over the term of the lease.

Power generation revenue

The Company also derives revenue from lease and service contracts that provide customers with comprehensive power generation services that include leasing of the power generation equipment, installation and dismantling services, operations and maintenance of the power generating equipment (“O&M”), operations monitoring and logistical support.

The Company earns a fixed portion of revenue on these contracts by providing megawatt capacity to its customers. Each power equipment lease contract may, depending on its terms, contain a lease component, a non-lease component or both. Lease classification is determined on a contract-specific basis. Total consideration in contracts that include a lease component associated with the use of the power-generation equipment and a non-lease component related to O&M is allocated between the lease and non-lease components based on their relative standalone selling prices. For arrangements where the timing and pattern of transfer to the lessee is consistent between the lease and non-lease components and the lease component, if accounted for separately, would be classified as an operating lease, the Company has elected to treat the components as a single lease component. Revenue is recognized over the period in which the equipment is available to the customer for use and service is provided to the customer.

Certain contracts provide for mobilization and decommissioning payments. Mobilization revenue received up front is deferred and recognized as revenue on a straight-line basis over the term of the contract. Decommissioning revenue is recognized ratably over the term of the contract, as it is earned.

Leases

Leases:

Leases classified as operating leases, where the Company is the lessee, are recorded as lease liabilities based on the present value of minimum lease payments over the lease term, discounted using the lessor’s rate implicit in the lease for each individual lease arrangement or the Company’s incremental borrowing rate, if the lessor’s implicit rate is not readily determinable. The lease term includes all periods covered by renewal and termination options where the Company is reasonably certain to exercise the renewal options or not to exercise the termination options. Corresponding right-of-use assets are recognized consisting of the lease liabilities, initial direct costs and any lease incentive payments.

Lease liabilities are drawn down as lease payments are made and right-of-use assets are depreciated over the term of the lease. Operating lease expenses are recognized on a straight-line basis over the term of the lease, consisting of interest accrued on the lease liability and depreciation of the right-of-use asset, adjusted for changes in index-based variable lease payments in the period of change.

Lease payments on short-term operating leases with lease terms of 12 months or less are expensed as incurred.

Transactions are accounted for as sale-leaseback transactions when control of the asset is transferred. For sale-leaseback transactions, where the Company is the seller-lessee, any gains or losses on sale are recognized upon transfer.

Derivative financial instruments

Derivative financial instruments:

From time to time, the Company utilizes derivative financial instruments. All of the Company’s derivatives are measured at their fair value at the end of each period. Derivatives that mature within one year are classified as current. For derivatives not designated as accounting hedges, changes in their fair value are recorded in earnings.

The Company’s hedging policies permit the use of various derivative financial instruments to manage interest rate risk.

The Company had previously designated certain of its interest rate swaps as accounting hedges and applied hedge accounting to those instruments. By September 30, 2008, the Company de-designated all of the interest rate swaps it had accounted for as hedges to that date. Subsequent to their de-designation dates, changes in their fair value are recorded in earnings.

The Company evaluates whether the occurrence of any of the previously hedged interest payments are considered to be remote. When the previously hedged interest payments are not considered remote of occurring, unrealized gains or losses in accumulated other comprehensive income associated with the previously designated interest rate swaps are recognized in earnings when and where the interest payments are recognized. If such interest payments are identified as being remote, the accumulated other comprehensive income balance pertaining to these amounts is reversed through earnings immediately.

Income taxes

Income taxes: The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the anticipated future tax effects of temporary differences between the accounting basis and the tax basis of the Company’s assets and liabilities using the applicable jurisdictional tax rates. A valuation allowance for deferred tax assets is recorded when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. The Company recognizes the tax benefits of uncertain tax positions only if it is more-likely-than-not that a tax position taken or expected to be taken in a tax return will be sustained upon examination by the taxing authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense in the Company's consolidated statements of operations.

Share-based compensation

Share-based compensation:

The Company grants phantom share units, restricted shares, restricted stock units and stock options to certain of its officers, members of management and directors as compensation. Compensation cost is measured at the grant date fair values as follows:

•Restricted shares, phantom share units and restricted stock units are measured based on the quoted market price of the Company’s common shares on the date of the grant.

•Stock options are measured at fair value using the Black-Scholes model.

The fair value of each grant is recognized on a straight-line basis over the requisite service period. The Company accounts for forfeitures in share-based compensation expense as they occur.

Fair value measurement

Fair value measurement:

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the “exit price”) in an orderly transaction between market participants at the measurement date. The hierarchy is broken down into three levels based on the observability of inputs as follows:

•Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

•Level 2 — Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

•Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Earnings per share

Earnings per share:

The treasury stock method is used to compute the dilutive effect of the Company’s share-based compensation awards, warrants and convertible instruments, where the presumption of share settlement has been overcome. Under this method, the incremental number of shares used in computing diluted earnings per share (“EPS”) is the difference between the number of shares assumed issued and purchased using assumed proceeds.

The if-converted method is used to compute the dilutive effect of the Company’s convertible instruments where the presumption of share settlement has not been overcome. Under the if-converted method, the instruments are assumed to have been converted at the share price applicable at the end of the period, if dilutive.

Contingently issuable shares are included in diluted EPS as of the beginning of the period, if contingencies are satisfied by the end of the period. If contingencies have not been satisfied by the end of the period, the number of contingently issuable shares included in diluted EPS is based on the number of shares, if any, that would be issuable if the end of the reporting period were the end of the contingency period, if the result is dilutive.

The cumulative dividends applicable to the Series D, E, G, H, I and J preferred shares reduce the earnings available to common shareholders, even if not declared.

Use of estimates

Use of estimates:

The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the:

•reported amounts of assets and liabilities,

•disclosure of contingent assets and liabilities at the balance sheet dates; and

•reported amounts of revenue and expenses during the reporting fiscal periods.

Areas where accounting judgments and estimates are significant to the Company and where actual results could differ from those estimates, include, but are not limited to the:

•assessment of going concern;

•assessment of property, plant and equipment useful lives;

•expected salvage values;

•recoverability of the carrying value of property, plant and equipment and intangible assets with finite lives which are subject to future market events;

•recoverable value of goodwill;

•fair values of assets acquired and liabilities assumed from business combination;

•fair value of asset retirement obligations; and

•fair value of interest rate swaps, other derivative financial instruments and contingent consideration asset.

Comparative information

Comparative information:Certain information has been reclassified to conform to the financial statement presentation adopted for the current year.

Recently adopted accounting pronouncements

Recently adopted accounting pronouncements:

Measurement of credit loss

Effective January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2016-13, “Measurement of Credit Loss on Financial Instruments”. ASU 2016-13 replaces the current incurred loss impairment methodology with the expected credit loss impairment model (“CECL”), which requires consideration of a broader range of reasonable and supportable information to estimate expected credit losses over the life of the instrument instead of only when losses are incurred. This standard applies to financial assets measured at amortized cost basis and net investments in leases recognized by the lessor. Upon adoption, a cumulative effect adjustment of $2,293,000 was made to deficit as part of the modified retrospective transition approach.

Simplifying test for goodwill impairment

Effective January 1, 2020, the Company adopted ASU 2017-04, “Simplifying the Test for Goodwill Impairment.” ASU 2017-04 eliminates the need to determine the fair value of individual assets and liabilities of a reporting unit to measure the implied goodwill impairment. As a result of the adoption, the Company now calculates goodwill impairment as the amount by which the carrying value exceeds fair value of a reporting unit, not to exceed the carrying amount of goodwill.

2.    Significant accounting policies (continued):

(u)    Recently adopted and future accounting pronouncements (continued):

Discontinuation of LIBOR

The Company adopted ASU 2020-04, “Reference Rate Reform (Topic 848)”, prospectively to contract modifications. The guidance provides optional relief for the discontinuation of LIBOR resulting from rate reform. Contract terms that are modified due to the replacement of a reference rate are not required to be remeasured or reassessed under FASB’s relevant U.S. GAAP Topic. The election is available by Topic. The Company has elected to apply the optional relief for contracts under ASC 470, “Debt”, ASC 840 and 842, “Leases”, and ASC 815, “Derivatives and Hedging”. There was no impact to the Company's financial statements upon initial adoption. The LIBOR replacement modifications for Debt contracts will be accounted for by prospectively adjusting the effective interest rate in the agreements. Existing lease and derivative contracts will require no reassessments. Transition activities are focused on the conversion of existing LIBOR based contracts to the Secured Overnight Financing Rate.

Debt with conversion and other options

Effective January 1, 2022, the Company adopted ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20)” (“ASU 2020-06”), using the modified retrospective method, whereby the cumulative effect adjustment was made as of the date of the initial application. Accordingly, financial information and disclosures in the comparative period were not restated. The impact of the adoption of ASU 2020-06 resulted in an adjustment of $5,073,000 to opening retained earnings at January 1, 2022 related to the unamortized debt discount that was initially recorded when the convertible notes were issued. Under ASU 2020-06, the accounting for convertible debt instruments is simplified by reducing the number of accounting models and circumstances when embedded conversion features are separately recognized. This update also revises the method in which diluted earnings per share is calculated related to certain instruments with conversion features, among other clarifications. As a result of the adoption, the Company recognizes the maximum potential dilutive effect of its exchangeable notes in diluted EPS using the if-converted method effective January 1, 2022.

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Significant accounting policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Useful Lives for Property, Plant and Equipment

A summary of the useful lives used for calculating depreciation and amortization is as follows:

Turbines	25 years
Generators	15 years
Transformers	15 years

December 31, 2022	Cost		Accumulated depreciation		Net book value
Vessels	$	9,610.7	$	(2,805.6)	$	6,805.1
Equipment and other	542.9		(191.1)		351.8
Property, plant and equipment	$	10,153.6	$	(2,996.7)	$	7,156.9

December 31, 2021	Cost		Accumulated depreciation		Net book value
Vessels	$	9,410.9	$	(2,830.4)	$	6,580.5
Equipment and other	557.3		(185.6)		371.7
Property, plant and equipment	$	9,968.2	$	(3,016.0)	$	6,952.2

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Acquisition of Apple Bidco Limited (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Net Purchase Price

The net purchase price of $287,700,000 comprises of the following. Adjustments have been made from what was originally reported as a result of settlement of purchase price adjustments:

3.    Acquisition of Apple Bidco Limited (continued):

	As originally reported		Adjustments		As adjusted
29,891,266 common shares issued (1)	$	316.8	$	—	$	316.8
6,664,270 Holdback Shares (1)	70.6		—		70.6
Less: Contingent consideration asset (2)	(41.5)		(53.7)		(95.2)
Less: Purchase price adjustment (3)	(52.5)		48.0		(4.5)
Net purchase price	$	293.4	$	(5.7)	$	287.7

(1)The fair value was determined based on the closing market price of common shares on February 28, 2020, the acquisition date. As at December 31, 2022, the indemnifications relating to these Holdback Shares have expired and as a result, these Holdback Shares have all either been cancelled or released and issued to the selling shareholders.

(2)Pursuant to the acquisition agreement, the Sellers are required to compensate the Company for losses on cash repatriation from a foreign jurisdiction related to specified contracts. Losses on cash repatriation is recognized in other expenses in the period incurred. Subsequently, Fairfax had agreed, subject to definitive documentation, to compensate the Company for future losses realized on sale or disposal of certain property, plant and equipment and inventory items (note 12(d)).

(3)During the year ended December 31, 2020, the Sellers forfeited their rights to receive 577,139 Holdback Shares and returned 1,849,641 previously issued common shares to the Company. Of this number, 1,122,290 shares were permanently forfeited as part of post-closing purchase price adjustments. The remaining 727,351 shares were held in reserve as treasury shares. The shares held in reserve were issuable to the Sellers at a future date, subject to settlement of potential indemnified events. In addition, the Company agreed to issue 5-year warrants to purchase 5,000,000 common shares at an exercise price of $13.00 per share to Fairfax. The warrants were issued in April 2021. In March 2023, the 727,351 shares held in reserve were issued to the Sellers.

Summary of Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date.

	As originally reported		Adjustments		As adjusted
Cash and cash equivalents	$	36.7	$	—	$	36.7
Inventory	54.4		(13.5)		40.9
Acquisition related assets (1)	65.0		31.4		96.4
Accounts receivable (2)	41.4		7.7		49.1
Other current assets	7.9		1.2		9.1
Property, plant and equipment	597.3		(150.1)		447.2
Intangible assets	35.4		(8.0)		27.4
Deferred tax assets	23.5		(6.9)		16.6
Other assets	13.9		—		13.9
Goodwill	—		117.9		117.9
Total assets acquired	875.5		(20.3)		855.2
Accounts payable and accrued liabilities	91.3		1.2		92.5
Income tax payable	104.0		2.5		106.5
Other current liabilities	17.2		—		17.2
Long-term debt (including current and non-current portions) (3)	311.6		—		311.6
Deferred tax liabilities	7.0		(6.0)		1.0
Other long-term liabilities	51.0		(12.3)		38.7
Net assets acquired	$	293.4	$	(5.7)	$	287.7

(1)Consists of indemnification assets recognized on acquisition. The Sellers are required to indemnify the Company for certain legal and tax matters through cancellation of the Holdback Shares or in cash, at the Sellers’ option. For certain of these arrangements, if the Holdback Shares are insufficient, Fairfax may be required to compensate the Company in cash. The amount to be indemnified is subject to the aggregate losses incurred at settlement of these legal and tax matters. The amount recognized is equal to the liabilities accrued for such legal and tax matters, based on the Company’s best estimates. For certain other indemnification arrangements, Fairfax is required to compensate the Company in cash, without minority shareholders.

(2)The gross contractual accounts receivables acquired is $57.0 million. The amount not expected to be collected is $7.9 million.

(3)Concurrent with the acquisition, the Company refinanced the debt facilities acquired (note 13).

Summary of Pro forma Financial Information

The following table presents unaudited pro forma results for the year ended December 31, 2020. The unaudited pro forma financial information combines the results of operations of the Company and APR Energy as though the acquisition had occurred as of January 1, 2020. The pro forma results contain adjustments that are directly attributable to the transaction, including depreciation of the fair value of property, plant and equipment, amortization of acquired intangible assets, and refinancing of debt. Additionally, pro forma net earnings were adjusted to exclude acquisition-related costs incurred.

Pro forma information	Year ended December 31, 2020
Revenue	$	1,464.6
Net earnings	179.3

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Segment reporting (Tables)

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Financial Information by Segment

Year ended December 31, 2022	Containership Leasing		Mobile Power Generation		Elimination and Other		Total
Revenue	$	1,543.0	$	154.4	$	—	$	1,697.4
Operating expense	309.2		44.2		—		353.4
Depreciation and amortization expense	327.5		51.6		—		379.1
General and administrative expense	76.6		33.5		(2.0)		108.1
Indemnity claim (income) under acquisition agreement	—		(21.3)		—		(21.3)
Operating lease expense	120.3		2.7		—		123.0
Loss (Gain) on sale	4.0		(0.3)		—		3.7
Interest income	(5.5)		(0.7)		(0.3)		(6.5)
Interest expense	219.4		16.7		(0.7)		235.4
Income tax expense	1.9		0.5		—		2.4

Year ended December 31, 2021	Containership Leasing		Mobile Power Generation		Elimination and Other		Total
Revenue	$	1,460.4	$	186.2	$	—	$	1,646.6
Operating expense	289.3		61.7		—		351.0
Depreciation and amortization expense	307.9		58.8		—		366.7
General and administrative expense	49.9		25.7		3.6		79.2
Indemnity claim (income) under acquisition agreement	—		(42.4)		—		(42.4)
Operating lease expense	143.0		3.3		—		146.3
Gain on sale	(15.9)		(0.5)		—		(16.4)
Interest income	(0.3)		(2.8)		—		(3.1)
Interest expense	178.8		20.2		(1.9)		197.1
Income tax expense	0.8		32.2		—		33.0

4.    Segment reporting (continued):

	Year ended December 31, 2022		Year ended December 31, 2021
Containership leasing adjusted EBITDA	$	1,036.9	$	978.4
Mobile power generation adjusted EBITDA(1)	97.1		136.4
Total segment adjusted EBITDA	1,134.0		1,114.8
Eliminations and other	(1.4)		(1.4)
Depreciation and amortization expense	379.1		366.7
Interest income	(6.5)		(3.1)
Interest expense	235.4		197.1
Gain on derivative instruments	(120.6)		(14.1)
Loss on debt extinguishment	9.4		127.0
Other expenses	7.1		6.5
(Gain) Loss on contingent consideration asset	(0.9)		5.1
Loss on foreign currency repatriation	4.0		13.9
Loss (Gain) on sale	3.7		(16.4)
Consolidated net earnings before taxes	$	624.7	$	433.5

(1)The calculation of adjusted EBITDA does not include the Indemnity claim under acquisition agreement as an adjustment for the mobile power generation segment. Although the revenue reported for this segment is lower due to an injunction at one of the sites, the losses are recoverable through an indemnification agreement (note 3).

Total Assets	December 31, 2022		December 31, 2021
Containership Leasing	$	10,584.2	$	9,777.6
Mobile Power Generation	838.9		842.7
Elimination and Other	(120.7)		(50.7)
Total	$	11,302.4	$	10,569.6

Capital expenditures by segment	Year ended December 31, 2022		Year ended December 31, 2021
Containership leasing	$	1,219.5	$	1,679.4
Mobile power generation	20.2		29.9

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Revenue (Tables)

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Summary of Revenue Disaggregated by Segment and by Type

Revenue disaggregated by segment and by type for the year ended December 31, 2022 and December 31, 2021 is as follows:

	Year ended December 31, 2022
	Containership Leasing (1)		Mobile Power Generation		Total
Operating lease revenue	$	1,457.0	$	136.4	$	1,593.4
Interest income from leasing	73.8		—		73.8
Other	12.2		18.0		30.2
	$	1,543.0	$	154.4	$	1,697.4

	Year ended December 31, 2021
	Containership Leasing (1)		Mobile Power Generation		Total
Operating lease revenue	$	1,409.9	$	179.7	$	1,589.6
Interest income from leasing	46.1		—		46.1
Other	4.4		6.5		10.9
	$	1,460.4	$	186.2	$	1,646.6

(1)Containership leasing revenue includes both bareboat charter and time charter revenue.

Schedule of Future Minimum Revenues Committed

As at December 31, 2022, the minimum future revenues to be received on committed operating leases, interest income to be earned from direct financing leases and other revenue are as follows:

	Operating lease revenue		Direct financing leases(1)		Other		Total committed revenue
2023	$	1,609.6	$	75.5	$	21.1	$	1,706.2
2024	1,545.1		72.4		20.4		1,637.9
2025	1,275.7		69.1		20.4		1,365.2
2026	950.4		66.7		—		1,017.1
2027	516.9		64.2		—		581.1
Thereafter	663.3		458.7		—		1,122.0
	$	6,561.0	$	806.6	$	61.9	$	7,429.5

(1)Minimum future interest income includes direct financing leases currently in effect.

Schedule of Future Minimum Revenues Received Based on Segment

As at December 31, 2022, the minimum future revenues to be received based on each segment are as follows:

	Containership Leasing (1)		Mobile Power Generation		Total committed revenue
2023	$	1,601.9	$	104.3	$	1,706.2
2024	1,573.1		64.8		1,637.9
2025	1,300.4		64.8		1,365.2
2026	1,017.1		—		1,017.1
2027	581.1		—		581.1
Thereafter	1,122.0		—		1,122.0
	$	7,195.6	$	233.9	$	7,429.5

(1)Minimum future interest income includes direct financing leases currently in effect.

Schedule of Revenue Derived from Customers

The Company’s revenue during the years was derived from the following customers:

	2022		2021		2020
COSCO	$	454.8	$	492.2	$	401.1
Yang Ming Marine	241.7		249.9		255.7
ONE	254.3		255.2		237.3
Hapag-Lloyd	140.6		116.4		83.6
Other	606.0		532.9		443.4
	$	1,697.4	$	1,646.6	$	1,421.1

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Net investment in lease (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of Net Investment In Lease

Net investment in lease:

	2022		2021
Undiscounted lease receivable	$	1,724.4	$	1,448.2
Unearned interest income	(816.0)		(689.9)
Net investment in lease	$	908.4	$	758.3

	2022		2021
Lease receivables	$	908.4	$	751.4
Unguaranteed residual value	—		6.9
Net investment in lease	908.4		758.3
Current portion of net investment in lease	(21.0)		(16.8)
Long-term portion of net investment in lease	$	887.4	$	741.5

Schedule of Minimum Lease Receivable from Direct Financing Leases

At December 31, 2022, the minimum lease receivable from direct financing leases are as follows:

2023	$	96.9
2024	97.1
2025	96.9
2026	96.9
2027	96.9
Thereafter	1,239.7
	$	1,724.4

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Property, plant and equipment (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

A summary of the useful lives used for calculating depreciation and amortization is as follows:

Turbines	25 years
Generators	15 years
Transformers	15 years

December 31, 2022	Cost		Accumulated depreciation		Net book value
Vessels	$	9,610.7	$	(2,805.6)	$	6,805.1
Equipment and other	542.9		(191.1)		351.8
Property, plant and equipment	$	10,153.6	$	(2,996.7)	$	7,156.9

December 31, 2021	Cost		Accumulated depreciation		Net book value
Vessels	$	9,410.9	$	(2,830.4)	$	6,580.5
Equipment and other	557.3		(185.6)		371.7
Property, plant and equipment	$	9,968.2	$	(3,016.0)	$	6,952.2

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Right-of-use assets (Tables)

12 Months Ended

Dec. 31, 2022

Operating Lease Right Of Use Assets [Abstract]

Schedule of Right-of-Use Assets

December 31, 2022	Cost		Accumulated amortization		Net book value
Vessel operating leases	$	835.5	$	(335.5)	$	500.0
Vessel finance leases	246.6		(7.9)		238.7
Other operating leases	15.6		(7.6)		8.0
Right-of-use assets	$	1,097.7	$	(351.0)	$	746.7

December 31, 2021	Cost		Accumulated amortization		Net book value
Vessel operating leases	$	1,066.6	$	(350.0)	$	716.6
Office operating leases	15.8		(7.5)		8.3
Right-of-use assets	$	1,082.4	$	(357.5)	$	724.9

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Goodwill (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

	Containership leasing		Mobile power generation
Balance, December 31, 2021	$	75.3	$	—
Balance, December 31, 2022	$	75.3	$	—

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Other assets (Tables)

12 Months Ended

Dec. 31, 2022

Other Assets [Abstract]

Schedule of Other Assets

	2022		2021
Intangible assets (a)	$	75.7	$	90.1
Deferred dry-dock (b)	86.9		79.4
Restricted cash (c)	11.0		38.2
Contingent consideration asset (d)	39.5		49.2
Indemnity claim under acquisition agreement (e)	—		42.5
Deferred financing fees on undrawn financings (f)	57.3		77.0
Other	42.4		48.0
Other assets	$	312.8	$	424.4

(a)Intangible assets:

December 31, 2022	Cost		Accumulated Amortization		Net book value
Customer contracts	$	129.9	$	(92.3)	$	37.6
Trademark	27.4		(3.9)		23.5
Other	25.2		(10.6)		14.6
	$	182.5	$	(106.8)	$	75.7

December 31, 2021	Cost		Accumulated Amortization		Net book value
Customer contracts	$	129.9	$	(76.2)	$	53.7
Trademark	27.4		(2.5)		24.9
Other	16.5		(5.0)		11.5
	$	173.8	$	(83.7)	$	90.1

As part of the acquisition of APR Energy on February 28, 2020, the Company recorded $27,400,000 related to the fair value of a trademark. The trademark is amortized on a straight-line basis over its estimated useful life of 20 years.

Acquired customer contracts are amortized on a straight-line basis over their remaining useful lives. As of December 31, 2022, the weighted average remaining useful lives of acquired customer contracts was 3.4 years (2021 – 3.9 years; 2020 – 4.6 years).

During the year ended December 31, 2022, the Company recorded $23,200,000 of amortization related to intangible assets (2021 – $20,910,000; 2020 – $21,396,000).

Future amortization of intangible assets is as follows:

2023	$	18.1
2024	13.8
2025	9.3
2026	4.3
2027	2.7
Thereafter	27.5
	$	75.7

12.    Other assets (continued):

(b)Deferred dry-dock:

During the years ended December 31, 2022 and 2021, changes in deferred dry-dock were as follows:

December 31, 2020	$	63.8
Costs incurred	40.0
Amortization expensed (1)	(24.4)
December 31, 2021	79.4
Costs incurred	42.4
Vessel sales	(11.3)
Amortization expensed (1)	(23.6)
December 31, 2022	$	86.9

(1)Amortization of dry-docking costs is included in depreciation and amortization

(c)Restricted cash:

Restricted cash consists primarily of amounts held in reserve accounts related to the Company’s debt facilities.

(d)Contingent consideration asset:

As a part of the acquisition of APR Energy on February 28, 2020, the Company is compensated by the Sellers for certain losses that may be incurred on future cash repatriation from a foreign jurisdiction until the earlier of (1) reaching the maximum cash flows subject to compensation, (2) termination of specified contracts, (3) sustaining the ability to repatriate cash without losses and (4) April 30, 2022. The amount of compensation depends on the Company’s ability to generate cash flows on specific contracts in the foreign jurisdiction and the magnitude of losses incurred on repatriation. The maximum amount of cash flows subject to compensation is $110,000,000.

In February 2021, Fairfax additionally agreed to compensate the Company for future losses realized on sale or disposal of certain property, plant and equipment and inventory items calculated as the difference between the proceeds on sale or disposal and the book value of the respective assets at February 28, 2020, prior to acquisition. The maximum amount of losses subject to compensation under the February 2021 agreement is $64,000,000.

Contingent consideration asset, December 31, 2020	$	90.9
Change in fair value	(5.1)
Compensation received	(30.5)
Contingent consideration asset, December 31, 2021	55.3
Change in fair value	0.9
Compensation received	(12.5)
Contingent consideration asset	43.7
Current portion included in prepaid expenses and other	(4.2)
Contingent consideration asset, December 31, 2022	$	39.5

12.    Other assets (continued):

(e)Indemnity claim under acquisition agreement

As a part of the acquisition of APR Energy on February 28, 2020, the Company is compensated by the Sellers for losses resulting from an ongoing injunction on certain sites in Argentina, which losses are settled through a combination of cancellation of Holdback Shares and cash. In May 2022, 2,576,014 of the Holdback Shares were cancelled and in 2022 the Company received a total of $31,602,000 cash compensation, of which $21,247,000 was received in December 2022 and was recorded as acquisition related asset. As at December 31, 2022, the indemnification for the losses related to the injunction are fully settled.

(f)Deferred financing fees on undrawn financings

The Company has entered into financing arrangements for certain of its vessels under construction. As the financing arrangements are undrawn as at December 31, 2022, the amounts incurred have been capitalized and recorded as long-term asset. As the financing is drawn, the amounts are reclassified and presented as a direct deduction from the related debt liability.

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Long-term debt (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Long-Term Debt

	2022		2021
Long-term debt:
Revolving credit facilities (a) (d)	$	—	$	—
Term loan credit facilities (b) (d)	1,233.0		2,341.8
Senior unsecured notes (e)	1,302.4		1,302.4
Senior unsecured exchangeable notes (g)	201.3		201.3
Senior Secured Notes (c)	1,000.0		500.0
	3,736.7		4,345.5
Debt discount on senior unsecured exchangeable notes	—		(5.1)
Deferred financing fees	(44.9)		(57.6)
Long-term debt	3,691.8		4,282.8
Current portion of long-term debt	(238.4)		(551.0)
Long-term debt	$	3,453.4	$	3,731.8

Schedule of Future Minimum Repayments Under Revolving Credit Facilities and Term Loans

The following is a schedule of future minimum repayments under the Company’s term loan credit facilities as of December 31, 2022:

2023	$	239.6
2024	111.9
2025	167.4
2026	450.9
2027	241.2
Thereafter	22.0
	$	1,233.0

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Operating lease liabilities (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of Operating Lease Liabilities and Lease Costs

	December 31, 2022		December 31, 2021
Operating lease commitments	$	581.6	$	791.2
Impact of discounting	(66.3)		(104.6)
Impact of changes in variable rates	(8.3)		30.8
Operating lease liabilities	507.0		717.4
Current portion of operating lease liabilities	(115.3)		(155.1)
Operating lease liabilities	$	391.7	$	562.3

Operating lease costs related to vessel sale-leaseback transactions and other leases are summarized as follows:

	Year ended December 31, 2022			Year ended December 31, 2021
Lease costs:
Operating lease costs	$	128.5		$	160.2
Variable lease adjustments	(4.8)			(13.7)
Other information:
Operating cash outflow used for operating leases	116.5			143.2
Weighted average discount rate(1)	4.8		%	4.8		%
Weighted average remaining lease term	5 years			6 years

(1)The weighted average discount rate is based on a fixed rate at the time the lease was entered into and is adjusted quarterly as each lease payment is made.

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Finance lease liabilities (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of Finance Lease Liability

	December 31, 2022		December 31, 2021
Finance lease liabilities	$	222.2	$	—
Current portion of finance lease liabilities	(222.2)		—
Long-term finance lease liabilities	$	—	$	—

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Other financing arrangements (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of Other Financing Arrangements

	2022		2021
Other financing arrangements	$	2,119.7	$	1,363.1
Deferred financing fees	(31.9)		(23.3)
Other financing arrangements	2,087.8		1,339.8
Current portion of other financing arrangements	(147.5)		(100.5)
Other financing arrangements	$	1,940.3	$	1,239.3

Schedule of Repayments Due for Other Financing Arrangements

Based on amounts funded for other financing arrangements, payments due to lessors would be as follows:

2023	$	148.2
2024	151.1
2025	147.2
2026	145.3
2027	146.6
Thereafter	1,381.3
	$	2,119.7

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Other liabilities (Tables)

12 Months Ended

Dec. 31, 2022

Other Liabilities Disclosure [Abstract]

Schedule of Other Long-Term Liabilities

	2022		2021
Asset retirement obligations(a)	$	15.9	$	37.4
Other	48.6		22.3
Other long-term liabilities	64.5		59.7
Current portion of other long-term liabilities	(13.3)		(42.0)
Other long-term liabilities	$	51.2	$	17.7

(a)Asset retirement obligations:

Schedule of Change in Asset Retirement Obligation

Asset retirement obligations were assumed as part of the APR Energy acquisition and consist of the contractual requirement to demobilize the Company’s mobile power generation sites when there is a legal obligation associated with the demobilization and the fair value of the liability can be reasonably estimated.

Asset retirement obligations, December 31, 2020	$	42.3
Liabilities acquired	7.8
Liabilities incurred	(5.0)
Provision reassessment	(7.9)
Accretion expense	0.2
Asset retirement obligations, December 31, 2021	37.4
Liabilities acquired	6.5
Liabilities incurred	(1.2)
Liabilities settled	(37.1)
Change in estimated cash flows	1.2
Provision reassessment	8.9
Accretion expense	0.2
Asset retirement obligations, December 31, 2022	$	15.9

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Income tax (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Income Tax Expense

Net earnings before income taxes for the year ended December 31, 2022 relates only to the foreign jurisdictions. Similarly, the Company’s income tax expense for the year ended December 31, 2022 related only to foreign jurisdictions and consists of the following:

	2022
Current tax	Domestic		Foreign		Total
Current tax expense	$	—	$	2.5	$	2.5
Deferred tax
Deferred tax expense	—		(0.1)		(0.1)
Total tax expense	$	—	$	2.4	$	2.4

	2021
Current tax	Domestic		Foreign		Total
Current tax expense	$	—	$	13.0	$	13.0
Deferred tax
Deferred tax expense	—		20.0		20.0
Total tax expense	$	—	$	33.0	$	33.0

Reconciliation between Effective Tax Rate

	2022		2021
Computed “Expected” tax expense:
Computed tax expense on income from continuing operations	$	118.7	$	82.4
Increase (reduction) in income taxes resulting from:
Certain income from containership leasing segment that is exempt from tax	(109.5)		(73.2)
Change in valuation allowance	23.2		73.5
Change in current year uncertain tax positions	(1.9)		3.5
Change in tax law	2.5		(32.0)
Foreign rate differential	(2.6)		(22.0)
Withholding taxes	(1.1)		6.8
Other, net	(26.9)		(6.0)
	$	2.4	$	33.0

Schedule of Deferred Tax Assets and Liabilities

18.    Income tax (continued):

The deferred tax assets and liabilities were as follows for the year ended December 31, 2022 and December 31, 2021:

Deferred tax assets	2022		2021
Decommission provisions	$	0.5	$	15.3
Property, plant and equipment	—		10.1
Reserves and accrued expenses	40.5		86.0
Tax losses carried forward	122.1		82.3
Interest allowance	36.1		29.0
Deferred revenue	0.7		0.4
Valuation allowance	(184.4)		(213.5)
	$	15.5	$	9.6
Deferred tax liabilities	2022		2021
Deferred job costs	$	(0.7)	$	—
Accelerated asset costs	(1.4)		(2.0)
Inflation adjustment	—		(6.4)
Other timing differences	(15.2)		(1.4)
	$	(17.3)	$	(9.8)
Net deferred tax liability	$	(1.8)	$	(0.2)

Summary of Unrecognized Tax Benefits

The following table summarizes the activity related to the Company’s unrecognized tax benefits:

	2022		2021
Opening balance as at January 1,	$	96.4	$	92.9
(Decrease) Increase in unrecognized tax benefit	(16.1)		3.5
Ending balance as at December 31,	$	80.3	$	96.4

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Preferred shares and share capital (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Schedule of Preferred Shares Outstanding

As at December 31, 2022, the Company had the following preferred shares outstanding:

	Shares					Liquidation preference
			Dividend rate per annum		Redemption by Company permitted on or after(1)	December 31, 2022		December 31, 2021
Series	Authorized	Issued
D	20,000,000	5,093,728	7.95	%	January 30, 2018	$	127.3	$	127.3
E(2)	15,000,000	—	8.25	%	February 13, 2019	—		—
G(2)	15,000,000	—	8.20	%	June 16, 2021	—		—
H	15,000,000	9,025,105	7.875	%	August 11, 2021	225.6		225.6
I	6,000,000	6,000,000	8.00	%	October 30, 2023	150.0		150.0
J(3)	12,000,000	12,000,000	7.00	%	June 11, 2021	300.0		300.0

(1)Redeemable by the Company, in whole or in part, at a redemption price of $25.00 per share plus unpaid dividends. The preferred shares are not convertible into common shares and are not redeemable by the holder.

(2)On July 1, 2021, the Company redeemed all of its outstanding g 8.25% Series E Cumulative Redeemable Preferred Shares and outstanding 8.20% Series G Cumulative Redeemable Perpetual Preferred shares for cash at $25.00 per share plus all accrued and unpaid dividends.

(3)Dividends will be payable on the Series J Cumulative Redeemable Preferred Shares at a rate of 7.0% for the first five years after the issue date, with 1.5% increases annually thereafter to a maximum of 11.5%.

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Earnings per share (“EPS”) (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of Reconciliation of Numerator and Denominator Used in Basic and Diluted EPS Computations

	Year ended December 31, 2022
For the year ended December 31, 2022	Earnings (numerator)		Shares (denominator)	Per share amount
Net earnings	622.3
Less preferred share dividends:
Series D	(10.1)
Series E	—
Series G	—
Series H	(17.7)
Series I	(12.0)
Series J	(21.0)
Basic EPS:
Net earnings attributable to common shareholders	$	561.5	267,148,000	$	2.10
Effect of dilutive securities:
Share-based compensation	—		2,722,000
Fairfax warrants	—		3,396,000
Holdback shares	—		2,009,000
Senior Unsecured Exchangeable Notes	—		15,475,000
Diluted EPS:
Interest on exchangeable notes	7.6
Net earnings attributable to common shareholders	$	569.1	290,750,000	$	1.96

20.    Earnings per share (“EPS”) (continued):

	Year ended December 31, 2021
For the year ended December 31, 2021	Earnings (numerator)		Shares (denominator)	Per share amount
Net earnings	$	400.5
Less preferred share dividends:
Series D	(10.1)
Series E	(5.5)
Series G	(8.0)
Series H	(17.8)
Series I	(12.0)
Series J	(11.7)
Basic EPS:
Net earnings attributable to common shareholders	$	335.4	246,300,000	$	1.36
Effect of dilutive securities:
Share-based compensation	—		2,433,000
Fairfax warrants	—		10,647,000
Holdback shares	—		5,572,000
Senior Unsecured Exchangeable Notes	—		902,000
Diluted EPS:
Net earnings attributable to common shareholders	$	335.4	265,854,000	$	1.26

20.    Earnings per share (“EPS”) (continued):

	Year ended December 31, 2020
For the year ended December 31, 2020	Earnings (numerator)		Shares (denominator)	Per share amount
Net earnings	$	192.6
Less preferred share dividends:
Series D	(10.1)
Series E	(11.2)
Series G	(16.0)
Series H	(17.8)
Series I	(12.0)
Basic EPS:
Net earnings attributable to common shareholders	$	125.5	241,502,000	$	0.52
Effect of dilutive securities:
Share-based compensation	—		541,000
Fairfax warrants	—		3,096,000
Holdback shares	—		5,375,000
Diluted EPS:
Net earnings attributable to common shareholders	$	125.5	250,514,000	$	0.50

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Share-based compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Summary of Outstanding Restricted Shares, Phantom Share Units, SARs and Restricted Stock Units

A summary of the Company’s outstanding restricted shares, phantom share units, and restricted stock units as of and for the twelve months ended December 31, 2022, 2021, and 2020 are presented below:

	Restricted shares			Phantom share units			Restricted stock units			Stock options
	Number of shares	W.A. grant date FV		Number of units	W.A. grant date FV		Number of units	W.A. grant date FV		Number of options	W.A. grant date FV
December 31, 2019	67,400	$	8.15	507,001	$	12.53	576,964	$	8.01	500,000	$	2.45
Granted	1,051,492	7.84		—	—		1,824,786	7.83		1,500,000	2.57
Vested and exercised	(67,400)	8.15		(20,000)	6.85		(313,231)	9.32		—	—
Cancelled	—	—		—	—		(79,635)	9.84		—	—
December 31, 2020	1,051,492	$	7.84	487,001	$	12.76	2,008,884	$	7.57	2,000,000	$	2.54
Granted	75,910	10.79		—	—		819,381	13.44		—	—
Vested and exercised	(1,051,492)	7.84		—	—		(326,135)	10.26		—	—
Cancelled	(11,984)	10.62		—	—		(35,402)	12.45		—	—
December 31, 2021	63,926	$	10.82	487,001	$	12.76	2,466,728	$	9.10	2,000,000	$	2.54
Granted	5,556,610	14.20		—	—		336,313	14.45		—	—
Vested and exercised	(5,563,926)	14.16		(32,001)	16.37		(1,077,081)	9.41		—	—
Cancelled	—	—		—	—		(73,336)	13.65		—	—
December 31, 2022	56,610	$	14.25	455,000	$	12.51	1,652,624	$	6.16	2,000,000	$	2.54
Vested and excercisable, December 31, 2022	—	$	—	455,000	$	12.51	—	$	—	1,000,000	$	2.56

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Other Information (Tables)

12 Months Ended

Dec. 31, 2022

Additional Financial Information Disclosure [Abstract]

Schedule of Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities:

The principal components of accounts payable and accrued liabilities are:

	2022		2021
Accrued interest	$	60.5	$	43.3
Accounts payable and other accrued liabilities	143.8		140.1
	$	204.3	$	183.4

Schedule of Supplemental Cash Flow Information

Supplemental cash flow information:

	2022		2021		2020
Interest paid	$	232.0	$	149.5	$	156.2
Interest received	6.1		3.1		5.0
Undrawn credit facility fee paid	21.4		1.9		0.8
Income taxes (recovery)/paid	(14.5)		25.7		16.8

22.    Other information (continued):

	2022		2021		2020
Non-cash financing and investing transactions:
APR Energy loans settled in shares	$	—	$	—	$	8.3
Asset retirement obligations liabilities incurred	—		—		5.3
Asset retirement obligations provision re-assessment	—		—		2.9
Cancellation of common shares issued on acquisition	—		—		12.5
Change in right-of-use assets and operating lease liabilities	127.2		9.6		1.2
Commencement of sales-type lease	—		343.9		57.0
Common shares issued on APR Energy acquisition	—		—		316.8
Contingent consideration asset related to APR Energy acquisition	—		—		95.2
Dividend reinvestment	—		—		0.3
Holdback Shares reserved on APR Energy acquisition	—		—		70.6
Interest capitalized on vessels under construction	2.8		4.0		—
Net assets acquired on acquisition	—		—		287.7
Purchase price adjustment related to APR Energy acquisition	—		—		4.5
Prepayments transferred to vessels upon vessel delivery	—		12.7		46.8
Reclassification on lease modification	—		—		377.4
	$	130.0	$	370.2	$	1,286.5
	2022		2021		2020
Changes in operating assets and liabilities
Accounts receivable	$	(61.6)	$	35.2	$	(17.1)
Inventories	(3.6)		0.2		(5.9)
Prepaids expenses and other, and other assets	29.1		(54.1)		(10.3)
Net investment in lease	20.5		14.9		13.3
Accounts payable and accrued liabilities	17.7		16.6		(16.4)
Settlement of decommissioning provisions	(36.9)		(6.0)		(5.9)
Deferred revenue	13.7		18.1		8.4
Income tax payable	(14.5)		(13.5)		3.9
Major maintenance	(47.5)		(38.7)		(54.6)
Other liabilities	—		18.9		(8.6)
Operating lease liabilities	(89.8)		(122.6)		(114.7)
Finance lease liabilities	(7.9)		—		—
Derivative instruments	7.4		26.5		22.5
Contingent consideration asset	3.2		6.1		18.7
	$	(170.2)	(98.4)		(166.7)

Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the amounts shown in the consolidated statements of cash flows:

	2022		2021		2020
Cash and cash equivalents	$	280.0	$	288.6	$	304.3
Restricted cash included in other assets (note 12)	11.0		38.2		38.2
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$	291.0	$	326.8	$	342.5

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Commitments and contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Commitment Under Operating Leases

As at December 31, 2022, the commitment under operating leases for vessels is $571,908,000 for 2023 to 2029 and for other leases is $9,707,000 for 2023 to 2031. Total commitments under these leases are as follows:

2023	$	117.6
2024	115.9
2025	118.9
2026	117.2
2027	80.4
Thereafter	31.6
	$	581.6

Summary of Outstanding Commitments for Remaining Installment Payments

2023	$	2,438.1
2024	2,713.7
Total	$	5,151.8

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Financial instruments (Tables)

12 Months Ended

Dec. 31, 2022

Financial Instruments [Abstract]

Schedule of Outstanding Interest Rate Derivatives

As of December 31, 2022, the Company had the following outstanding interest rate derivatives:

Fixed per annum rate swapped for benchmark rate	Notional amount as of December 31, 2022		Maximum notional amount(1)		Effective date	Ending date
1.9250%	$	500.0	$	500.0	January 31, 2022	February 2, 2032
5.4200%	234.9		234.9		September 6, 2007	May 31, 2024
2.3875%	200.0		200.0		July 20, 2022	July 20, 2032
1.6850%	100.0		100.0		November 14, 2019	May 15, 2024
0.6300%	84.0		84.0		January 21, 2021	October 14, 2026
0.6600%	84.0		84.0		February 4, 2021	October 14, 2026
1.6490%	80.0		80.0		September 27, 2019	May 14, 2024
1.4900%	24.3		24.3		February 4, 2020	December 30, 2025

(1)Over the term of the interest rate swaps, the notional amounts increase and decrease. These amounts represent the peak notional amount over the remaining term of the swap.

In July 2022, the Company early terminated a swap with notional amount of $125,000,000 and fixed rate of 0.7270%.

Summary of Financial Instruments Measured at Fair Value

The following provides information about the Company’s financial instruments measured at fair value:

	2022		2021
Contingent consideration asset (note 12 (d))	$	43.7	$	55.3
Fair value of derivative assets
Interest rate swaps	107.1		6.1
Fair value of derivative liabilities
Interest rate swaps	1.5		28.5

Schedule of Gains and Losses Reclassified from Accumulated Other Comprehensive Loss into Earnings

The following table provides information about gains and losses included in net earnings and reclassified from accumulated other comprehensive loss (“AOCL”) into earnings:

	2022		2021		2020
(Gain) Loss recognized in net earnings:
(Gain) Loss on interest rate swaps (1)	$	(120.6)	$	(14.0)	$	36.4
(Gain) on derivative put instrument	—		(0.1)		(0.9)
(Gain) Loss on contingent consideration asset	(0.9)		5.1		(6.8)
Loss reclassified from AOCL to net earnings(2)
Interest expense	—		0.2		0.3
Depreciation and amortization	1.0		1.0		1.0

(1)For the years ended December 31, 2022, 2021 and 2020, cash flows related to actual settlement of interest rate swaps were $12,722,000, $26,758,000 and $21,789,000 respectively. These are included in investing activities on the consolidated statements of cash flows.

(2)The effective portion of changes in unrealized loss on interest rate swaps was recorded in accumulated other comprehensive loss until September 30, 2008 when these contracts were voluntarily de-designated as accounting hedges. The amounts in accumulated other comprehensive loss are recognized in earnings when and where the previously hedged interest is recognized in earnings.

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General - Additional Information (Details)	Feb. 28, 2020
APR Energy Ltd | Apple Bidco
Business Acquisition [Line Items]
Equity method investment ownership percentage	100.00%

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Significant accounting policies - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jan. 01, 2020	Dec. 31, 2019
Summary Of Significant Accounting Policies [Line Items]
Shareholders' equity	$ (4,128,900)	$ (3,517,600)	$ (3,625,600)		$ (3,232,700)
Deficit
Summary Of Significant Accounting Policies [Line Items]
Shareholders' equity	$ (420,000)	(7,500)	$ 199,200		200,700
Short-term Lease
Summary Of Significant Accounting Policies [Line Items]
Lessee, operating lease, lease term	12 months
Cumulative Effect, Period of Adoption, Adjustment
Summary Of Significant Accounting Policies [Line Items]
Shareholders' equity		5,100			2,300
Cumulative Effect, Period of Adoption, Adjustment | Deficit
Summary Of Significant Accounting Policies [Line Items]
Shareholders' equity		$ 5,073			$ 2,300
Accounting Standards Update 2016-13 | Cumulative Effect, Period of Adoption, Adjustment
Summary Of Significant Accounting Policies [Line Items]
Credit loss on financial instruments				$ 2,293
Vessels
Summary Of Significant Accounting Policies [Line Items]
Estimated useful life	30 years
Number of years between dry-docking	5 years

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Significant accounting policies - Summary of Useful Lives Used for Calculating Depreciation and Amortization (Detail)	12 Months Ended
	Dec. 31, 2022
Turbines
Property Plant And Equipment [Line Items]
Property plant and equipment, useful life	25 years
Generators
Property Plant And Equipment [Line Items]
Property plant and equipment, useful life	15 years
Transformers
Property Plant And Equipment [Line Items]
Property plant and equipment, useful life	15 years

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Acquisition of Apple Bidco Limited - Additional Information (Details) - USD ($) $ in Thousands			12 Months Ended
	Dec. 31, 2021	Feb. 28, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill	$ 75,300		$ 75,300	$ 75,300
Fairfax Financial Holdings Limited | APR Energy
Business Acquisition [Line Items]
Acquired percentage		67.80%
APR Energy
Business Acquisition [Line Items]
Shares issued (in shares)		29,891,266
Shares reserved for future issuance		6,664,270
Net purchase price	287,700	$ 293,400
Goodwill	$ 117,900	$ 0		117,900
APR Energy | General and Administrative Expense
Business Acquisition [Line Items]
Acquisition related costs			$ 4	$ 130	$ 1,498
APR Energy | Minimum
Business Acquisition [Line Items]
Period of issuance		90 days
APR Energy | Maximum
Business Acquisition [Line Items]
Period of issuance		5 years
APR Energy | Fairfax Financial Holdings Limited
Business Acquisition [Line Items]
Percentage of interest in acquired entity		100.00%

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Acquisition of Apple Bidco Limited - Schedule of Net Purchase Price (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended			22 Months Ended
	Dec. 31, 2021	Feb. 28, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Jun. 30, 2021	Apr. 30, 2021
Business Acquisition [Line Items]
Holdback Shares reserved on APR Energy acquisition			$ 0	$ 0	$ 70,600
Adjustment on contingent consideration asset			$ 21,300	42,400	$ 0
Fairfax Financial Holdings Limited
Business Acquisition [Line Items]
Warrants outstanding term					5 years
Warrants to purchase common shares					5,000,000		1,000,000	5,000,000
Warrants outstanding exercise price (in dollars per share)					$ 13.00		$ 13.71	$ 13.00
APR Energy
Business Acquisition [Line Items]
Common shares issued	$ 316,800	$ 316,800
Holdback Shares reserved on APR Energy acquisition	70,600	70,600
Less: Contingent consideration asset	(95,200)	(41,500)		$ (95,200)		$ (95,200)
Adjustment on contingent consideration asset						(53,700)
Less: Purchase price adjustment	(4,500)	(52,500)
Adjustments, Purchase price adjustment						48,000
Net purchase price	$ 287,700	$ 293,400
Adjustments, Net purchase price						$ (5,700)
Shares issued (in shares)		29,891,266
Shares reserved for future issuance		6,664,270
Shares forfeited (in shares)					577,139
Common shares previously issued					1,849,641
Shares permanently forfeited for post closing purchase price adjustments					1,122,290
Treasury shares					727,351
Common shares released from holdback			92,444

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Acquisition of Apple Bidco Limited - Summary of Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	22 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Feb. 28, 2020
Business Acquisition [Line Items]
Goodwill	$ 75,300	$ 75,300
APR Energy
Business Acquisition [Line Items]
Cash and cash equivalents	36,700		$ 36,700
Inventory	40,900		54,400
Adjustments, Inventory	(13,500)
Acquisition related assets	96,400		65,000
Adjustments, Acquisition related assets	31,400
Accounts receivable	49,100		41,400
Adjustments, Accounts receivable	7,700
Other current assets	9,100		7,900
Adjustment, Other current assets	1,200
Property, plant and equipment	447,200		597,300
Adjustments, Property, plant, and equipment	(150,100)
Intangible assets	27,400		35,400
Adjustments, Intangible assets	(8,000)
Deferred tax assets	16,600		23,500
Adjustment, Deferred tax asset	(6,900)
Other assets	13,900		13,900
Goodwill	117,900		0
Adjustments, Goodwill	117,900
Total assets acquired	855,200		875,500
Adjustment, Total assets acquired	(20,300)
Accounts payable and accrued liabilities	92,500		91,300
Adjustments, Accounts payable and accrued liabilities	1,200
Income tax payable	106,500		104,000
Adjustments, Income tax payable	2,500
Other current liabilities	17,200		17,200
Long-term debt (including current and non-current portions)	311,600		311,600
Deferred tax liabilities	1,000		7,000
Adjustments, Deferred tax liabilities	(6,000)
Other long-term liabilities	38,700		51,000
Adjustments, Other long-term liabilities	(12,300)
Net assets acquired	287,700		$ 293,400
Adjustments, Net assets acquired	(5,700)
Gross contractual account receivables	57,000
Amount not expected to be collected	$ 7,900

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Acquisition of Apple Bidco Limited - Summary of Pro forma Financial Information (Details) - APR Energy $ in Millions	12 Months Ended
	Dec. 31, 2020 USD ($)
Business Acquisition [Line Items]
Revenue	$ 1,464.6
Net earnings	$ 179.3

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Segment reporting - Additional Information (Details)	12 Months Ended
	Dec. 31, 2022 segment
Segment Reporting [Abstract]
Number of operating segments	2
Number of reportable segments	2

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Segment reporting - Financial Information by Segment (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Revenue	$ 1,697.4	$ 1,646.6	$ 1,421.1
Operating expense	353.4	351.0	303.7
Depreciation and amortization expense	379.1	366.7	353.9
General and administrative expense	108.1	79.2	36.3
Indemnity claim (income) under acquisition agreement	(21.3)	(42.4)	0.0
Operating lease expense	123.0	146.3
Loss (Gain) on sale	3.7	(16.4)	0.2
Interest income	(6.5)	(3.1)	(5.0)
Interest expense	235.4	197.1	191.6
Income tax expense	2.4	33.0	$ 16.6
Containership Leasing
Segment Reporting Information [Line Items]
Revenue	1,543.0	1,460.4
Mobile Power Generation
Segment Reporting Information [Line Items]
Revenue	154.4	186.2
Operating Segments | Containership Leasing
Segment Reporting Information [Line Items]
Revenue	1,543.0	1,460.4
Operating expense	309.2	289.3
Depreciation and amortization expense	327.5	307.9
General and administrative expense	76.6	49.9
Indemnity claim (income) under acquisition agreement	0.0	0.0
Operating lease expense	120.3	143.0
Loss (Gain) on sale	4.0	(15.9)
Interest income	(5.5)	(0.3)
Interest expense	219.4	178.8
Income tax expense	1.9	0.8
Operating Segments | Mobile Power Generation
Segment Reporting Information [Line Items]
Revenue	154.4	186.2
Operating expense	44.2	61.7
Depreciation and amortization expense	51.6	58.8
General and administrative expense	33.5	25.7
Indemnity claim (income) under acquisition agreement	(21.3)	(42.4)
Operating lease expense	2.7	3.3
Loss (Gain) on sale	(0.3)	(0.5)
Interest income	(0.7)	(2.8)
Interest expense	16.7	20.2
Income tax expense	0.5	32.2
Elimination and Other
Segment Reporting Information [Line Items]
Revenue	0.0	0.0
Operating expense	0.0	0.0
Depreciation and amortization expense	0.0	0.0
General and administrative expense	(2.0)	3.6
Indemnity claim (income) under acquisition agreement	0.0	0.0
Operating lease expense	0.0	0.0
Loss (Gain) on sale	0.0	0.0
Interest income	(0.3)	0.0
Interest expense	(0.7)	(1.9)
Income tax expense	$ 0.0	$ 0.0

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Segment reporting - Net Earnings By Segment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Total segment adjusted EBITDA	$ 1,134,000,000	$ 1,114,800,000
Eliminations and other	(1,400,000)	(1,400,000)
Depreciation and amortization expense	379,100,000	366,700,000	$ 353,900,000
Interest income	(6,500,000)	(3,100,000)	(5,000,000.0)
Interest expense	235,400,000	197,100,000	191,600,000
Gain on derivative instruments	(120,600,000)	(14,100,000)
Loss on debt extinguishment (note 13(e))	9,400,000	127,000,000.0	0
Other expenses	7,100,000	6,500,000
(Gain) Loss on contingent consideration asset	(900,000)	5,100,000	(6,800,000)
Loss on foreign currency repatriation	4,000,000.0	13,900,000
Loss (Gain) on sale	3,700,000	(16,400,000)	$ 200,000
Consolidated net earnings before taxes	624,700,000	433,500,000
Containership Leasing
Segment Reporting Information [Line Items]
Total segment adjusted EBITDA	1,036,900,000	978,400,000
Mobile Power Generation
Segment Reporting Information [Line Items]
Total segment adjusted EBITDA	$ 97,100,000	$ 136,400,000

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Segment reporting - Assets and Capital Spending (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Total Assets	$ 11,302.4	$ 10,569.6
Elimination and Other
Segment Reporting Information [Line Items]
Total Assets	(120.7)	(50.7)
Containership Leasing
Segment Reporting Information [Line Items]
Total Assets	10,584.2	9,777.6
Capital expenditures by segment	1,219.5	1,679.4
Mobile Power Generation
Segment Reporting Information [Line Items]
Total Assets	838.9	842.7
Capital expenditures by segment	$ 20.2	$ 29.9

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Revenue - Summary of Revenue Disaggregated by Segment and by Type (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation Of Revenue [Line Items]
Revenue	$ 1,697.4	$ 1,646.6	$ 1,421.1
Containership Leasing
Disaggregation Of Revenue [Line Items]
Revenue	1,543.0	1,460.4
Mobile Power Generation
Disaggregation Of Revenue [Line Items]
Revenue	154.4	186.2
Operating lease revenue
Disaggregation Of Revenue [Line Items]
Revenue	1,593.4	1,589.6
Operating lease revenue | Containership Leasing
Disaggregation Of Revenue [Line Items]
Revenue	1,457.0	1,409.9
Operating lease revenue | Mobile Power Generation
Disaggregation Of Revenue [Line Items]
Revenue	136.4	179.7
Interest income from leasing
Disaggregation Of Revenue [Line Items]
Revenue	73.8	46.1
Interest income from leasing | Containership Leasing
Disaggregation Of Revenue [Line Items]
Revenue	73.8	46.1
Interest income from leasing | Mobile Power Generation
Disaggregation Of Revenue [Line Items]
Revenue	0.0	0.0
Other
Disaggregation Of Revenue [Line Items]
Revenue	30.2	10.9
Other | Containership Leasing
Disaggregation Of Revenue [Line Items]
Revenue	12.2	4.4
Other | Mobile Power Generation
Disaggregation Of Revenue [Line Items]
Revenue	$ 18.0	$ 6.5

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Revenue - Schedule of Future Minimum Revenues Committed (Detail) $ in Millions	Dec. 31, 2022 USD ($)
Operating lease revenue
2023	$ 1,609.6
2024	1,545.1
2025	1,275.7
2026	950.4
2027	516.9
Thereafter	663.3
Future minimum revenue to be received from operating leases	6,561.0
Direct financing leases
2023	75.5
2024	72.4
2025	69.1
2026	66.7
2027	64.2
Thereafter	458.7
Future interest income to be earned from direct financing leases	806.6
Other
2023	21.1
2024	20.4
2025	20.4
2026	0.0
2027	0.0
Thereafter	0.0
Future minimum revenue receivable other	61.9
Total committed revenue
2023	1,706.2
2024	1,637.9
2025	1,365.2
2026	1,017.1
2027	581.1
Thereafter	1,122.0
Future minimum revenues receivable	$ 7,429.5

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Revenue - Schedule of Future Minimum Revenues Received Based on Segment (Detail) $ in Millions	Dec. 31, 2022 USD ($)
Segment Reporting Information Revenue [Line Items]
2023	$ 1,706.2
2024	1,637.9
2025	1,365.2
2026	1,017.1
2027	581.1
Thereafter	1,122.0
Future minimum revenues receivable	7,429.5
Containership Leasing
Segment Reporting Information Revenue [Line Items]
2023	1,601.9
2024	1,573.1
2025	1,300.4
2026	1,017.1
2027	581.1
Thereafter	1,122.0
Future minimum revenues receivable	7,195.6
Mobile Power Generation
Segment Reporting Information Revenue [Line Items]
2023	104.3
2024	64.8
2025	64.8
2026	0.0
2027	0.0
Thereafter	0.0
Future minimum revenues receivable	$ 233.9

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Revenue - Schedule of Revenue Derived from Customers (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation Of Revenue [Line Items]
Revenue	$ 1,697.4	$ 1,646.6	$ 1,421.1
COSCO
Disaggregation Of Revenue [Line Items]
Revenue	454.8	492.2	401.1
Yang Ming Marine
Disaggregation Of Revenue [Line Items]
Revenue	241.7	249.9	255.7
ONE
Disaggregation Of Revenue [Line Items]
Revenue	254.3	255.2	237.3
Hapag-Lloyd
Disaggregation Of Revenue [Line Items]
Revenue	140.6	116.4	83.6
Other
Disaggregation Of Revenue [Line Items]
Revenue	$ 606.0	$ 532.9	$ 443.4

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Related party transactions - Additional Information (Details)	1 Months Ended							12 Months Ended
	Dec. 31, 2022 USD ($) vessel $ / shares shares	Jun. 30, 2022 shares	May 31, 2022 USD ($) vessel TEU	Apr. 30, 2022 $ / shares shares	Oct. 31, 2021 USD ($) TEU vessel	Aug. 31, 2021	Jun. 30, 2021 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) tranche boardMember vessel $ / shares shares	Dec. 31, 2021 USD ($) vessel shares	Dec. 31, 2020 USD ($) shares	Apr. 30, 2021 $ / shares shares	Mar. 31, 2021	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Related Party Transaction [Line Items]
Number of warrant tranches | tranche								2
Interest expense, excluding amortization of debt discount									$ 19,204,000	$ 32,114,000
Amortization of debt discount									14,188,000	19,963,000
Dividends on preferred shares								$ 60,800,000	$ 66,200,000	$ 67,100,000
Fairfax Financial Holdings Limited
Related Party Transaction [Line Items]
Number of designated board members | boardMember								2
Equity method investment ownership percentage	44.30%							44.30%
ZE JV
Related Party Transaction [Line Items]
Equity method investment ownership percentage												50.00%
Vessels
Related Party Transaction [Line Items]
Number of vessels sold | vessel	1							10	1
Sale price								$ 257,075,000
APR Energy Ltd
Related Party Transaction [Line Items]
Shares forfeited (in shares) | shares										557,139
Series J cumulative redeemable
Related Party Transaction [Line Items]
Shares issued (in shares) | shares							12,000,000
Dividend rate per annum (in percent)							7.00%	7.00%
Liquidation preference	$ 300,000,000.0						$ 300,000,000	$ 300,000,000.0	$ 300,000,000.0
Fairfax Financial Holdings Limited
Related Party Transaction [Line Items]
Warrants outstanding (in shares) | shares	101,923,078							101,923,078			5,000,000
Warrants outstanding exercise price (in dollars per share) | $ / shares											$ 13.00
Fairfax Financial Holdings Limited | APR Energy Ltd
Related Party Transaction [Line Items]
Shares forfeited (in shares) | shares		2,576,014
Shares issued (in shares) | shares		2,749,898							350,138
Fairfax Financial Holdings Limited | APR Energy Ltd | Cash Repatriation From A Foreign Jurisdiction
Related Party Transaction [Line Items]
Payments to settle indemnification								$ 6,265,000	$ 16,545,000
Fairfax Financial Holdings Limited | APR Energy Ltd | Losses Realized On Sale Or Disposal
Related Party Transaction [Line Items]
Payments to settle indemnification								5,239,000	12,468,000
Fairfax Financial Holdings Limited | Series J cumulative redeemable
Related Party Transaction [Line Items]
Shares issued (in shares) | shares							12,000,000
Dividend rate per annum (in percent)							7.00%
Dividends on preferred shares								$ 21,000,000	8,108,000
Fairfax Financial Holdings Limited | Tranche One
Related Party Transaction [Line Items]
Warrants outstanding (in shares) | shares	38,461,539							38,461,539
Warrants outstanding exercise price (in dollars per share) | $ / shares	$ 6.50							$ 6.50
Fairfax Financial Holdings Limited | Tranche Two
Related Party Transaction [Line Items]
Warrants outstanding (in shares) | shares	38,461,539							38,461,539
Warrants outstanding exercise price (in dollars per share) | $ / shares	$ 6.50							$ 6.50
Fairfax Financial Holdings Limited | Tranche Three
Related Party Transaction [Line Items]
Warrants outstanding (in shares) | shares	25,000,000							25,000,000
Warrants outstanding exercise price (in dollars per share) | $ / shares	$ 8.05							$ 8.05
ZE JV
Related Party Transaction [Line Items]
Revenues								$ 7,035,000	325,000
Incurred expenses								$ 6,776,000	285,000
Amount invested									$ 1,000,000
ZE JV | Vessels
Related Party Transaction [Line Items]
Number of vessels sold | vessel			4		1
Capacity of vessels sold | TEU			4,250		4,250
Sale price			$ 138,975,000		$ 38,280,000
Fairfax Notes
Related Party Transaction [Line Items]
Warrants outstanding (in shares) | shares	6,000,000							6,000,000
Warrants outstanding exercise price (in dollars per share) | $ / shares				$ 8.05			$ 13.71
Warrants issued in conversion of debt (in shares) | shares				25,000,000			1,000,000
Fairfax Notes | Fairfax Financial Holdings Limited
Related Party Transaction [Line Items]
Warrants outstanding exercise price (in dollars per share) | $ / shares							$ 13.71
Warrants issued in conversion of debt (in shares) | shares							1,000,000
Percentage of principal amount redeemed						100.00%
2025 Fairfax Notes | Fairfax Notes | Fairfax Financial Holdings Limited
Related Party Transaction [Line Items]
Face value of debt														$ 600,000,000
Interest rate														5.50%
2026 Fairfax Notes | Fairfax Notes
Related Party Transaction [Line Items]
Debt converted							$ 200,000,000
2026 Fairfax Notes | Fairfax Notes | Fairfax Financial Holdings Limited
Related Party Transaction [Line Items]
Face value of debt													$ 600,000,000
Interest rate													5.50%
2027 Fairfax Notes | Fairfax Notes
Related Party Transaction [Line Items]
Debt converted							100,000,000
2027 Fairfax Notes | Fairfax Notes | Fairfax Financial Holdings Limited
Related Party Transaction [Line Items]
Face value of debt										$ 600,000,000
Interest rate										5.50%
2025 and 2026 Fairfax Notes | Fairfax Notes
Related Party Transaction [Line Items]
Face value of debt							$ 300,000,000
Percentage of principal amount redeemed						100.00%	100.00%
2025 and 2026 Fairfax Notes | Fairfax Notes | Fairfax Financial Holdings Limited
Related Party Transaction [Line Items]
Debt converted							$ 300,000,000

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Net investment in lease - Schedule of Net Investment in Lease (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Undiscounted lease receivable	$ 1,724.4	$ 1,448.2
Unearned interest income	(816.0)	(689.9)
Net investment in lease	$ 908.4	$ 758.3

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Net investment in lease - Schedule of Net Investment in Lease (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Lease receivables	$ 908.4	$ 751.4
Unguaranteed residual value	0.0	6.9
Net investment in lease	908.4	758.3
Current portion of net investment in lease	(21.0)	(16.8)
Long-term portion of net investment in lease	$ 887.4	$ 741.5

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Net investment in lease - Additional Information (Details)	1 Months Ended
	May 31, 2022 TEU vessel	Apr. 30, 2022 TEU vessel	Nov. 30, 2021 vessel TEU	Sep. 30, 2021 vessel TEU	Feb. 28, 2021 TEU
Leases [Abstract]
Term of agreement			18 years	18 years	18 years
Capacity in TEUs | TEU	12,200,000,000	12,200,000,000	12,200	12,200	12,000
Number of vessels | vessel	2	2	2	1

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Net investment in lease - Schedule of Minimum Lease Receivable from Direct Financing Leases (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
2023	$ 96.9
2024	97.1
2025	96.9
2026	96.9
2027	96.9
Thereafter	1,239.7
Minimum lease receivable from direct financing leases	$ 1,724.4	$ 1,448.2

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Property, plant and equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Cost	$ 10,153.6	$ 9,968.2
Accumulated depreciation	(2,996.7)	(3,016.0)
Net book value	7,156.9	6,952.2
Vessels
Property Plant And Equipment [Line Items]
Cost	9,610.7	9,410.9
Accumulated depreciation	(2,805.6)	(2,830.4)
Net book value	6,805.1	6,580.5
Equipment and other
Property Plant And Equipment [Line Items]
Cost	542.9	557.3
Accumulated depreciation	(191.1)	(185.6)
Net book value	$ 351.8	$ 371.7

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Property, plant and equipment - Additional Information (Details) $ in Thousands	1 Months Ended						12 Months Ended
	Dec. 31, 2022 vessel	May 31, 2022 USD ($) vessel TEU	Nov. 30, 2021	Oct. 31, 2021 USD ($) TEU vessel	Sep. 30, 2021	Feb. 28, 2021 USD ($)	Dec. 31, 2022 USD ($) TEU vessel	Dec. 31, 2021 USD ($) vessel	Dec. 31, 2020 USD ($)
Property Plant And Equipment [Line Items]
Depreciation expense							$ 334,121	$ 345,164	$ 324,597
Payments to acquire property, plant & equipment							1,239,700	1,577,000	783,500
Gain (loss) on sale							$ (3,700)	16,400	$ (200)
Term of agreement			18 years		18 years	18 years
Vessels
Property Plant And Equipment [Line Items]
Payments to acquire property, plant & equipment								$ 358,500
Number of vessels delivery accepted | vessel								4
Number of vessels sold | vessel	1						10	1
Sale price							$ 257,075
Gain (loss) on sale								$ 15,884
Capacity of vessels purchased | TEU							10,000
Vessels | ZE JV
Property Plant And Equipment [Line Items]
Number of vessels sold | vessel		4		1
Capacity of vessels sold | TEU		4,250		4,250
Sale price		$ 138,975		$ 38,280
Gain (loss) on sale		$ 3,973
Number of Vessels Managed | vessel		7
Bareboat Charter Vessels
Property Plant And Equipment [Line Items]
Payments to acquire property, plant & equipment								$ 251,895
Number of vessels purchased | vessel								3
Capacity of vessels purchased | vessel								12,200
Term of agreement								18 years
One Vessel, 15,000 TEU
Property Plant And Equipment [Line Items]
Number of vessels purchased | vessel							1
Capacity of vessels purchased | TEU							15,000
Term of agreement							5 years
Six Vessels, 11,800 TEU
Property Plant And Equipment [Line Items]
Number of vessels purchased | vessel							6
Capacity of vessels purchased | TEU							11,800
Term of agreement							5 years
APR Energy | Gas Turbines and Other Equipment
Property Plant And Equipment [Line Items]
Payments to acquire property, plant & equipment						$ 88,061,000

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Vessels under construction (Details) - Asset under Construction - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Accumulated capitalized interest costs	$ 49,022	$ 18,870
Installment payments included in balance	$ 1,122,655	$ 1,284,512

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Right-of-use assets - Schedule of Right-of-Use Assets (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Operating Lease Right Of Use Assets [Line Items]
Right-of-use assets (note 10)	$ 1,097.7	$ 1,082.4
Operating and Finance Lease Right of Use Asset, Accumulated amortization	(351.0)	(357.5)
Right-of-use asset, Net book value	746.7	724.9
Vessel operating leases
Operating Lease Right Of Use Assets [Line Items]
Operating Lease, Cost	835.5	1,066.6
Operating Lease, Accumulated amortization	(335.5)	(350.0)
Operating Lease, Net book value	500.0	716.6
Vessel finance leases
Operating Lease Right Of Use Assets [Line Items]
Finance Lease, Cost	246.6
Finance Lease, Accumulated amortization	(7.9)
Finance Lease, Net book value	238.7
Other operating leases
Operating Lease Right Of Use Assets [Line Items]
Operating Lease, Cost	15.6
Operating Lease, Accumulated amortization	(7.6)
Operating Lease, Net book value	$ 8.0
Office operating leases
Operating Lease Right Of Use Assets [Line Items]
Operating Lease, Cost		15.8
Operating Lease, Accumulated amortization		(7.5)
Operating Lease, Net book value		$ 8.3

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Right-of-use assets - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) vessel TEU	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Operating Lease Right Of Use Assets [Line Items]
Amortization expense	$ 107,504	$ 125,800	$ 120,140
Vessels
Operating Lease Right Of Use Assets [Line Items]
Lease financing, number of vessels | vessel	4
Capacity of vessels purchased | TEU	10,000
Pre-determined purchase price per vessel	$ 52,690

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Goodwill - Schedule of Goodwill (Details) $ in Millions	Dec. 31, 2022 USD ($)
Goodwill [Roll Forward]
Balance, December 31, 2021	$ 75.3
Balance, December 31, 2022	75.3
Containership Leasing
Goodwill [Roll Forward]
Balance, December 31, 2021	75.3
Balance, December 31, 2022	75.3
Mobile Power Generation
Goodwill [Roll Forward]
Balance, December 31, 2021	0.0
Balance, December 31, 2022	$ 0.0

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Goodwill - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Line Items]
Impairment loss	$ 0	$ 0	$ 117,900
APR Energy | Mobile Power Generation
Goodwill [Line Items]
Goodwill acquired			117,900
Impairment loss			$ 117,900

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Other assets - Schedule of Other Assets (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Other Assets [Abstract]
Intangible assets	$ 75.7	$ 90.1
Deferred dry-dock	86.9	79.4	$ 63.8
Restricted cash	11.0	38.2
Contingent consideration asset	39.5	49.2
Business Combination, Indemnification Asset Claim, Noncurrent	0.0	42.5
Deferred financing fees on undrawn financings	57.3	77.0
Other	42.4	48.0
Other assets (note 12)	$ 312.8	$ 424.4

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Other assets - Additional Information (Details) - USD ($) $ in Thousands		1 Months Ended		12 Months Ended
	Feb. 28, 2020	Dec. 31, 2022	May 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Feb. 28, 2021
Finite-Lived Intangible Assets, Net [Abstract]
Cost		$ 182,500		$ 182,500	$ 173,800
Accumulated Amortization		(106,800)		(106,800)	(83,700)
Net book value		75,700		75,700	90,100
Amortization related to intangible asset				23,200,000,000	20,910,000,000	$ 21,396
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2023		18,100		18,100
2024		13,800		13,800
2025		9,300		9,300
2026		4,300		4,300
2027		2,700		2,700
Thereafter		27,500		27,500
Net book value		75,700		75,700	90,100
Changes In Deferred Cost [Roll Forward]
Beginning balance				79,400	63,800
Costs incurred					42,400	40,000
Vessel sales					(11,300)
Amortization expensed					(23,600)	(24,400)
Ending balance		86,900		86,900	79,400	63,800
Change In Contingent Consideration Asset [Roll Forward]
Beginning balance				55,300	90,900
Change in fair value				900	(5,100)
Compensation received				(12,500)	(30,500)
Ending balance		43,700		43,700	55,300	$ 90,900
Current portion included in prepaid expenses and other				(4,200)
Contingent consideration asset, noncurrent		39,500		39,500	49,200
APR Energy
Changes In Deferred Cost [Roll Forward]
Maximum amount of cash flows subject to compensation	$ 110,000
Maximum amount of losses subject to compensation							$ 64,000
Change In Contingent Consideration Asset [Roll Forward]
Shares forfeited (in shares)						577,139
APR Energy | Fairfax Financial Holdings Limited
Change In Contingent Consideration Asset [Roll Forward]
Proceeds from shares cancelled		21,247		31,602
Business Combination, Indemnification Assets, Shares Cancelled			2,576,014
Customer contracts
Finite-Lived Intangible Assets, Net [Abstract]
Cost		129,900		129,900	129,900
Accumulated Amortization		(92,300)		(92,300)	(76,200)
Net book value		37,600		37,600	53,700
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Net book value		37,600		37,600	53,700
Trademark
Finite-Lived Intangible Assets, Net [Abstract]
Cost		27,400		27,400	27,400
Accumulated Amortization		(3,900)		(3,900)	(2,500)
Net book value		23,500		23,500	24,900
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Net book value		23,500		23,500	24,900
Trademark | APR Energy
Finite-Lived Intangible Assets, Net [Abstract]
Cost	$ 27,400
Estimated useful life of trademark	20 years
Other
Finite-Lived Intangible Assets, Net [Abstract]
Cost		25,200		25,200	16,500
Accumulated Amortization		(10,600)		(10,600)	(5,000)
Net book value		14,600		14,600	11,500
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Net book value		$ 14,600		$ 14,600	$ 11,500
Acquired customer contracts
Finite-Lived Intangible Assets, Net [Abstract]
Weighted average remaining useful lives				3 years 4 months 24 days	3 years 10 months 24 days	4 years 7 months 6 days

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Long-term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2022	May 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Carrying amount, gross	$ 3,736,700		$ 4,345,500
Deferred financing fees	(44,900)		(57,600)
Long-term debt	3,691,800		4,282,800
Current portion of long-term debt	(238,400)		(551,000)
Long-term debt (note 13)	3,453,400		3,731,800
Senior Unsecured Notes
Debt Instrument [Line Items]
Carrying amount, gross	1,302,400		1,302,400
Senior Unsecured Exchangeable Notes
Debt Instrument [Line Items]
Carrying amount, gross	201,300		201,300
Debt discount on notes	0		(5,100)
Senior Secured Notes
Debt Instrument [Line Items]
Carrying amount, gross	1,000,000		500,000
Revolving Credit Facilities | Line of Credit
Debt Instrument [Line Items]
Carrying amount, gross	0		0
Term Loan Credit Facilities | Line of Credit
Debt Instrument [Line Items]
Carrying amount, gross	1,233,000	$ 100,000	$ 2,341,800
Long-term debt	$ 1,233,000

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Long-term debt - Revolving Credit Facilities (Details)			1 Months Ended					12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) vessel	Feb. 28, 2022 USD ($)	Dec. 31, 2021 USD ($) vessel	Oct. 31, 2021 USD ($) vessel	Jun. 30, 2021 USD ($)	May 31, 2021 USD ($)	Dec. 31, 2022 USD ($) vessel CreditFacility	Dec. 31, 2021 USD ($) vessel CreditFacility	Oct. 31, 2022 USD ($) vessel	Jun. 30, 2022 USD ($)	May 31, 2022 USD ($)
Debt Instrument [Line Items]
Carrying amount, gross	$ 3,736,700,000	$ 4,345,500,000		$ 4,345,500,000				$ 3,736,700,000	$ 4,345,500,000
Leases For Four 11800 and One 15000 TEU Vessels
Debt Instrument [Line Items]
Lease financing, number of vessels | vessel								5
Revolving Credit Facilities | Line of Credit
Debt Instrument [Line Items]
Number of long-term credit facilities | CreditFacility								3	3
Credit facilities, maximum aggregate borrowings	700,000,000	600,000,000	$ 150,000,000	600,000,000				$ 700,000,000	$ 600,000,000		$ 50,000,000
Credit facilities, aggregate borrowings undrawn	700,000,000	600,000,000		600,000,000				700,000,000	600,000,000
Increase in borrow capacity							$ 100,000,000
Extension to term							2 years
Term of debt			2 years
Carrying amount, gross	0	0		0				0	0
Line of Credit Facility, Fair Value of Amount Outstanding	0	0		0				$ 0	$ 0
Revolving Credit Facilities | Line of Credit | Maximum
Debt Instrument [Line Items]
Commitment fee on undrawn amount								0.50%	0.60%
Revolving Credit Facilities | Line of Credit | Minimum
Debt Instrument [Line Items]
Commitment fee on undrawn amount								0.45%	0.50%
Revolving Credit Facilities | Line of Credit | 2022 RCF
Debt Instrument [Line Items]
Credit facilities, maximum aggregate borrowings			$ 250,000,000
Term of debt			3 years
Term Loan Credit Facility
Debt Instrument [Line Items]
Credit facilities, maximum aggregate borrowings	3,751,731,000	4,052,103,000		4,052,103,000				$ 3,751,731,000	$ 4,052,103,000
Credit facilities, aggregate borrowings undrawn	2,518,743,000	1,710,224,000		1,710,224,000				2,518,743,000	1,710,224,000
Term Loan Credit Facility | Line of Credit
Debt Instrument [Line Items]
Credit facilities, maximum aggregate borrowings		1,077,137,000		1,077,137,000	$ 633,088,000		$ 6,500,000		1,077,137,000	$ 1,170,918,000	$ 108,000,000
Credit facilities, aggregate borrowings undrawn	270,687,000							270,687,000
Increase in borrow capacity							$ 79,540,000
Extension to term							2 years
Carrying amount, gross	1,233,000,000	2,341,800,000		$ 2,341,800,000				$ 1,233,000,000	$ 2,341,800,000			$ 100,000,000
Amount drawn of credit facility	$ 0	$ 0
Early prepayment of credit facility						$ 59,961,000
Interest rate							3.80%
Loan credit number of vessels | vessel		10		10	8				10	15
Term Loan Credit Facility | Line of Credit | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Interest rate margin				3.39%	1.40%
Term Loan Credit Facility | Line of Credit | Maximum
Debt Instrument [Line Items]
Commitment fee on undrawn amount								0.58%	0.56%
Interest rate margin								2.50%	3.50%
Term Loan Credit Facility | Line of Credit | Minimum
Debt Instrument [Line Items]
Commitment fee on undrawn amount								0.25%	0.20%
Interest rate margin								0.40%	0.40%

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Long-term debt - Term Loan Credit Facilities (Details) $ in Thousands			1 Months Ended						12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) vessel	Oct. 31, 2022 USD ($) vessel	Aug. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) vessel	Oct. 31, 2021 USD ($) vessel	Jun. 30, 2021 USD ($)	May 31, 2021 USD ($)	Dec. 31, 2022 USD ($) vessel	Dec. 31, 2021 USD ($) vessel	Jun. 30, 2022 USD ($)	May 31, 2022 USD ($)
Debt Instrument [Line Items]
Carrying amount, gross	$ 3,736,700	$ 4,345,500			$ 4,345,500				$ 3,736,700	$ 4,345,500
Leases For Four 11800 and One 15000 TEU Vessels
Debt Instrument [Line Items]
Lease financing, number of vessels | vessel									5
Term Loan Credit Facility
Debt Instrument [Line Items]
Credit facilities, maximum aggregate borrowings	3,751,731	4,052,103			4,052,103				$ 3,751,731	4,052,103
Credit facilities, aggregate borrowings undrawn	2,518,743	1,710,224			1,710,224				2,518,743	1,710,224
Term Loan Credit Facility | Line of Credit
Debt Instrument [Line Items]
Credit facilities, maximum aggregate borrowings		$ 1,077,137	$ 1,170,918		$ 1,077,137	$ 633,088		$ 6,500		$ 1,077,137	$ 108,000
Credit facilities, aggregate borrowings undrawn	270,687								270,687
Increase in borrow capacity								$ 79,540
Extension to term								2 years
Early prepayment of credit facility							$ 59,961
Interest rate								3.80%
Loan credit number of vessels | vessel		10	15		10	8				10
Amount drawn of credit facility	0	$ 0
Carrying amount, gross	$ 1,233,000	$ 2,341,800			$ 2,341,800				$ 1,233,000	$ 2,341,800		$ 100,000
Weighted average rate of interest, including the margin	6.40%	1.90%			1.90%				6.40%	1.90%
Early Repayment of Senior Debt				$ 240,000
Term Loan Credit Facility | Line of Credit | Minimum
Debt Instrument [Line Items]
Interest rate margin									0.40%	0.40%
Commitment fee on undrawn amount									0.25%	0.20%
Term Loan Credit Facility | Line of Credit | Maximum
Debt Instrument [Line Items]
Interest rate margin									2.50%	3.50%
Commitment fee on undrawn amount									0.58%	0.56%
Term Loan Credit Facility | Line of Credit | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Interest rate margin					3.39%	1.40%
Term Loan Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Interest rate margin			1.40%
Term Loan Credit Facility | Line of Credit | Three Month LIBOR
Debt Instrument [Line Items]
LIBOR interest rate	4.80%	0.20%			0.20%				4.80%	0.20%
Term Loan Credit Facility | Line of Credit | Six Month LIBOR
Debt Instrument [Line Items]
LIBOR interest rate	3.50%	0.20%			0.20%				3.50%	0.20%
Term Loan Credit Facility | Line of Credit | Three Month Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
LIBOR interest rate	3.00%								3.00%
Term Loan Credit Facility | Line of Credit | Export-Import Bank of Korea
Debt Instrument [Line Items]
Interest rate margin									0.70%
Carrying amount, gross	$ 14,425	$ 27,198			$ 27,198				$ 14,425	$ 27,198

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Long-term Debt - Schedule of Future Minimum Repayments Under Revolving Credit Facilities and Term Loans (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Long-term debt	$ 3,691.8	$ 4,282.8
Term Loan Credit Facility | Line of Credit
Debt Instrument [Line Items]
2023	239.6
2024	111.9
2025	167.4
2026	450.9
2027	241.2
Thereafter	22.0
Long-term debt	$ 1,233.0

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Long-term Debt - Sustainability-Linked Senior Secured Notes (Details) - Senior Secured Notes - USD ($)	May 17, 2022	Aug. 31, 2021	May 31, 2021
Debt Instrument [Line Items]
Face value of debt	$ 500,000,000		$ 500,000,000
Series B Senior Secured Notes
Debt Instrument [Line Items]
Interest rate		3.91%
Minimum | Series A, Series C, and Series D Senior Secured Notes
Debt Instrument [Line Items]
Interest rate	5.15%		3.91%
Maximum | Series A, Series C, and Series D Senior Secured Notes
Debt Instrument [Line Items]
Interest rate	5.49%		4.26%

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Long-term debt - Credit facilities – other (Details)	Dec. 31, 2022 USD ($) vessel	May 17, 2022 USD ($)	Dec. 31, 2021 USD ($)	May 31, 2021 USD ($)
Debt Instrument [Line Items]
Number of vessels secured by first-priority mortgages | vessel	53
Carrying amount, gross	$ 3,736,700,000		$ 4,345,500,000
Line of Credit
Debt Instrument [Line Items]
Number of vessels secured by first-priority mortgages | vessel	48
Face value of debt	$ 938,703,000
Senior Secured Notes
Debt Instrument [Line Items]
Carrying amount, gross	$ 1,000,000,000		$ 500,000,000.0
Face value of debt		$ 500,000,000		$ 500,000,000

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Long-term debt - Senior Unsecured Notes (Details) - Senior Unsecured Notes - USD ($)	12 Months Ended
	Dec. 31, 2022	Jul. 31, 2021	Jul. 14, 2021	May 31, 2021	Apr. 30, 2021	Feb. 28, 2021
Debt Instrument [Line Items]
Face value of debt			$ 750,000,000
2024 Bonds
Debt Instrument [Line Items]
Face value of debt						$ 200,000,000
Interest rate						6.50%
2026 Bonds
Debt Instrument [Line Items]
Face value of debt					$ 300,000,000
The Bonds
Debt Instrument [Line Items]
Interest rate	6.50%
Redemption price (in percent)	100.50%
Atlas Notes
Debt Instrument [Line Items]
Face value of debt		$ 151,000		$ 52,198,825
Interest rate				7.125%
Senior Unsecured Notes Maturing 2029
Debt Instrument [Line Items]
Interest rate			5.50%

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Long-term debt - Fairfax Notes (Details) - USD ($)	1 Months Ended			12 Months Ended
	Apr. 30, 2022	Aug. 31, 2021	Jun. 30, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Gain (loss) on debt extinguishment				$ (9,400,000)	$ (127,000,000.0)	$ 0
Series J cumulative redeemable
Debt Instrument [Line Items]
Dividend rate per annum (in percent)			7.00%	7.00%
Shares issued for debt conversion (in shares)			12,000,000
Fairfax Notes
Debt Instrument [Line Items]
Warrants issued in conversion of debt (in shares)	25,000,000		1,000,000
Term of warrants			5 years
Warrants outstanding exercise price (in dollars per share)	$ 8.05		$ 13.71
2026 Fairfax Notes | Fairfax Notes
Debt Instrument [Line Items]
Debt converted			$ 200,000,000
2027 Fairfax Notes | Fairfax Notes
Debt Instrument [Line Items]
Debt converted			100,000,000
2025 and 2026 Fairfax Notes | Fairfax Notes
Debt Instrument [Line Items]
Face value of debt			$ 300,000,000
Percentage of principal amount redeemed		100.00%	100.00%
Gain (loss) on debt extinguishment				$ 0	$ (121,715,000)	$ 0

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Long-term debt - Senior Unsecured Exchangeable Notes (Details) - 3.75% Exchangeable Senior Unsecured Notes - Exchangeable Notes - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Dec. 21, 2020	Dec. 31, 2022
Debt Instrument [Line Items]
Face value of debt	$ 201,250
Interest rate	3.75%
Shares issued for debt conversion (in shares)	15,474,817
Initial exchange price per share (in dollars per share)	$ 13.005
Minimum percentage of common stock price to conversion price		130.00%
Percentage of principal amount redeemed		100.00%
Proceeds from issuance of debt	$ 15,536
Debt instrument effective interest rate		4.50%
Common share maximum capped price to exercise capped call (in dollars per share)	$ 17.85
Fair Value
Debt Instrument [Line Items]
Proceeds from issuance of debt		$ 195,000
Residual Value
Debt Instrument [Line Items]
Proceeds from issuance of debt		$ 6,250
Minimum
Debt Instrument [Line Items]
Percentage of eligible share price for exchangeable notes	130.00%
Maximum
Debt Instrument [Line Items]
Percentage of eligible trading price per share for exchangeable notes	98.00%

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Operating lease liabilities - Schedule of Operating Lease Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease commitments	$ 581.6	$ 791.2
Impact of discounting	(66.3)	(104.6)
Impact of changes in variable rates	(8.3)	30.8
Operating lease liabilities	507.0	717.4
Current portion of operating lease liabilities	(115.3)	(155.1)
Operating lease liabilities	$ 391.7	$ 562.3

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Operating lease liabilities - Schedule of Operating Lease Costs Related To Vessel Sale-leaseback Transactions And Other Leases (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Lease costs:
Operating lease expense	$ 128.5	$ 160.2
Variable lease adjustments	(4.8)	(13.7)
Other information:
Operating cash outflow used for operating leases	$ 116.5	$ 143.2
Weighted average discount rate(1)	4.80%	4.80%
Weighted average remaining lease term	5 years	6 years

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Operating lease liabilities - Additional Information (Details) $ in Thousands	1 Months Ended
	Sep. 30, 2021 USD ($)
Leases [Abstract]
Extension of lease term	5 years
Increase in operating lease liability due to lease extension	$ 5,753
Right-of-use asset obtained in exchange for finance lease liability	$ 5,753

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Finance lease liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Finance lease liabilities	$ 222.2	$ 0.0
Current portion of finance lease liabilities	(222.2)	$ 0.0
Long-term finance lease liabilities	$ 0.0

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Finance lease liabilities - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) vessel TEU	Dec. 31, 2021 USD ($)
Lessee, Lease, Description [Line Items]
Current portion of finance lease liabilities	$ (222,200)	$ 0
Other financing arrangements (note 16)	$ 0
Weighted average interest rate on obligations related to finance leases	5.90%
Vessels
Lessee, Lease, Description [Line Items]
Lease financing, number of vessels | vessel	4
Capacity of vessels purchased | TEU	10,000
Pre-determined Purchase, Vessels, Price Amount	$ 52,690
Current portion of finance lease liabilities		0
Other financing arrangements (note 16)		0
Purchase Commitment, Remaining Minimum Amount Committed	225,117	0
Unrecorded Unconditional Purchase Obligation, Imputed Interest	$ 2,875	$ 0

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Other financing arrangements - Schedule of Other Financing Arrangements (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Other financing arrangements	$ 2,119.7	$ 1,363.1
Deferred financing fees	(31.9)	(23.3)
Other financing arrangements	2,087.8	1,339.8
Current portion of other financing arrangements	(147.5)	(100.5)
Other financing arrangements	$ 1,940.3	$ 1,239.3

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Other financing arrangements - Additional Information (Details) $ in Thousands	1 Months Ended																		12 Months Ended
	May 31, 2022 TEU	Apr. 30, 2022 TEU	Dec. 31, 2021 vessel TEU	Nov. 30, 2021 USD ($) TEU vessel	Oct. 31, 2021 USD ($) vessel TEU	Sep. 30, 2021 TEU	Aug. 31, 2021 USD ($) TEU vessel	Jun. 30, 2021 USD ($) vessel TEU	May 31, 2021 USD ($) TEU vessel	Apr. 30, 2021 USD ($) vessel TEU	Mar. 31, 2021 USD ($) TEU	Feb. 28, 2021 TEU	Jan. 31, 2021 USD ($) vessel TEU	Nov. 30, 2020 USD ($) vessel TEU	Oct. 31, 2020 USD ($) TEU vessel	Sep. 30, 2020 USD ($) vessel TEU	Apr. 30, 2020 USD ($) TEU vessel	Jan. 31, 2018 USD ($) TEU vessel	Dec. 31, 2022 USD ($) TEU vessel
Sale Leaseback Transaction [Line Items]
Capacity in TEUs | TEU	12,200,000,000	12,200,000,000		12,200		12,200						12,000
Weighted average rate of interest, including the margin			3.08%																6.62%
11000 TEU Newbuilding Vessels
Sale Leaseback Transaction [Line Items]
Capacity in TEUs | TEU											11,000		11,000		11,000			11,000
Financing from counterparty | $											$ 83,700							$ 420,750
Terms of leases																		17 years
Prepayment on remaining balances of lease term | $													$ 69,166		$ 71,084
Lease financing, number of vessels													1		1			5
11000 TEU Newbuilding Vessels | London Interbank Offered Rate (LIBOR) | Minimum
Sale Leaseback Transaction [Line Items]
Lease payments include an interest component based on three month LIBOR plus margin percentage																		2.65%
11000 TEU Newbuilding Vessels | London Interbank Offered Rate (LIBOR) | Maximum
Sale Leaseback Transaction [Line Items]
Lease payments include an interest component based on three month LIBOR plus margin percentage																		3.30%
Leases for four 12000 TEU vessels
Sale Leaseback Transaction [Line Items]
Capacity in TEUs | TEU																	12,000
Financing from counterparty | $																	$ 337,732
Terms of leases																	10 years
Lease financing, number of vessels																	4
Leases for four 12000 TEU vessels | London Interbank Offered Rate (LIBOR)
Sale Leaseback Transaction [Line Items]
Lease payments include an interest component based on three month LIBOR plus margin percentage																	2.75%
Leases for Two 13000 TEU Vessels
Sale Leaseback Transaction [Line Items]
Capacity in TEUs | TEU																13,000
Financing from counterparty | $																$ 138,225
Terms of leases																10 years
Lease financing, number of vessels																2
Leases for Two 13000 TEU Vessels | London Interbank Offered Rate (LIBOR)
Sale Leaseback Transaction [Line Items]
Lease payments include an interest component based on three month LIBOR plus margin percentage																2.75%
Leases for Two 12000 TEU Vessels
Sale Leaseback Transaction [Line Items]
Capacity in TEUs | TEU														12,000
Financing from counterparty | $														$ 158,400
Lease financing, number of vessels														2
Leases for Two 12000 TEU Vessels | Minimum
Sale Leaseback Transaction [Line Items]
Terms of leases														10 years
Leases for Two 12000 TEU Vessels | Maximum
Sale Leaseback Transaction [Line Items]
Terms of leases														12 years
Leases for Two 12000 TEU Vessels | London Interbank Offered Rate (LIBOR)
Sale Leaseback Transaction [Line Items]
Lease payments include an interest component based on three month LIBOR plus margin percentage														2.75%
Leases For Three Vessels Between 10,000 And 13,100 TEU
Sale Leaseback Transaction [Line Items]
Lease financing, number of vessels										3
Refinancing from counterparty | $										$ 235,000
Leases For Three Vessels Between 10,000 And 13,100 TEU | Minimum
Sale Leaseback Transaction [Line Items]
Capacity in TEUs | TEU										10,000
Terms of leases										96 months
Leases For Three Vessels Between 10,000 And 13,100 TEU | Maximum
Sale Leaseback Transaction [Line Items]
Capacity in TEUs | TEU										13,100
Terms of leases										162 months
Leases For Three Vessels Between 10,000 And 13,100 TEU | London Interbank Offered Rate (LIBOR)
Sale Leaseback Transaction [Line Items]
Lease payments include an interest component based on three month LIBOR plus margin percentage										2.75%
Leases For Three 12200 TEU Vessels
Sale Leaseback Transaction [Line Items]
Capacity in TEUs | TEU										12,200
Financing from counterparty | $										$ 243,000
Terms of leases										12 years
Number of vessels relate to installments on vessel under construction										2
Lease financing, number of vessels										3
Leases For Three 12200 TEU Vessels | London Interbank Offered Rate (LIBOR)
Sale Leaseback Transaction [Line Items]
Lease payments include an interest component based on three month LIBOR plus margin percentage										2.95%
Leases For Two 12200 TEU Vessels
Sale Leaseback Transaction [Line Items]
Capacity in TEUs | TEU									12,200
Financing from counterparty | $									$ 162,000
Terms of leases									10 years
Lease financing, number of vessels									2
Leases For Two 12200 TEU Vessels | London Interbank Offered Rate (LIBOR)
Sale Leaseback Transaction [Line Items]
Lease payments include an interest component based on three month LIBOR plus margin percentage									2.95%
Leases For Six 7000 TEU Vessels
Sale Leaseback Transaction [Line Items]
Capacity in TEUs | TEU					7,000
Financing from counterparty | $					$ 445,000
Lease financing, number of vessels					6
Number of vessels at a pre-determined purchase price					4
Proceeds from lease financing | $																			$ 49,417
Leases For Six 7000 TEU Vessels | London Interbank Offered Rate (LIBOR)
Sale Leaseback Transaction [Line Items]
Lease payments include an interest component based on three month LIBOR plus margin percentage					2.45%
Leases For Eight Vessels
Sale Leaseback Transaction [Line Items]
Financing from counterparty | $								$ 895,320
Lease financing, number of vessels								8
Proceeds from lease financing | $																			28,800
Leases For Eight Vessels | Minimum
Sale Leaseback Transaction [Line Items]
Capacity in TEUs | TEU								16,000
Leases For Eight Vessels | Maximum
Sale Leaseback Transaction [Line Items]
Capacity in TEUs								24,000
Leases For Eight Vessels | London Interbank Offered Rate (LIBOR)
Sale Leaseback Transaction [Line Items]
Lease payments include an interest component based on three month LIBOR plus margin percentage								2.80%
Leases For Six 15500 TEU Vessels
Sale Leaseback Transaction [Line Items]
Capacity in TEUs | TEU							15,500
Financing from counterparty | $							$ 661,826
Lease financing, number of vessels							6
Leases For Six 15500 TEU Vessels | London Interbank Offered Rate (LIBOR)
Sale Leaseback Transaction [Line Items]
Lease payments include an interest component based on three month LIBOR plus margin percentage							2.50%
Leases For Six 15000 TEU And Four 7000 TEU Vessels
Sale Leaseback Transaction [Line Items]
Financing from counterparty | $				$ 889,651
Leases For Six 15000 TEU And Four 7000 TEU Vessels | London Interbank Offered Rate (LIBOR)
Sale Leaseback Transaction [Line Items]
Lease payments include an interest component based on three month LIBOR plus margin percentage				2.45%
Leases For Six 15000 TEU
Sale Leaseback Transaction [Line Items]
Capacity in TEUs | TEU				15,000
Lease financing, number of vessels				6
Leases For Four 7000 TEU
Sale Leaseback Transaction [Line Items]
Capacity in TEUs | TEU				7,000
Lease financing, number of vessels				4
Leases For Two 12000 TEU Vessels
Sale Leaseback Transaction [Line Items]
Capacity in TEUs | TEU			12,000
Terms of leases			13 years 3 months
Lease financing, number of vessels			2
Proceeds from lease financing | $																			$ 226,000
Leases For Two 12000 TEU Vessels | Minimum
Sale Leaseback Transaction [Line Items]
Option to purchase lease period			5 years
Leases For Two 12000 TEU Vessels | Maximum
Sale Leaseback Transaction [Line Items]
Option to purchase lease period			7 years 11 months
Leases For Two 12000 TEU Vessels | Secured Overnight Financing Rate
Sale Leaseback Transaction [Line Items]
Lease payments include an interest component based on three month LIBOR plus margin percentage																			1.80%
Leases For Four 11800 and One 15000 TEU Vessels
Sale Leaseback Transaction [Line Items]
Financing from counterparty | $																			$ 468,600
Terms of leases																			14 years
Lease financing, number of vessels																			5
Option to purchase lease period																			9 years 6 months
Leases For Four 11800 and One 15000 TEU Vessels | Secured Overnight Financing Rate
Sale Leaseback Transaction [Line Items]
Lease payments include an interest component based on three month LIBOR plus margin percentage																			1.40%
Leases For Four 11800 TEU Vessels
Sale Leaseback Transaction [Line Items]
Capacity in TEUs | TEU																			11,800
Lease financing, number of vessels																			4
Leases For One 15000 TEU Vessels
Sale Leaseback Transaction [Line Items]
Capacity in TEUs | TEU																			15,000
Lease financing, number of vessels																			1
Lease For One 13100 TEU
Sale Leaseback Transaction [Line Items]
Capacity in TEUs | TEU									13,100
Repayment upon early termination of sale leaseback financing arrangement | $									$ 59,300

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Other financing arrangements - Schedule of Repayments Due for Other Financing Arrangements (Detail) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Long-term debt	$ 3,691.8	$ 4,282.8
Other Financing Arrangements
Debt Instrument [Line Items]
2023	148.2
2024	151.1
2025	147.2
2026	145.3
2027	146.6
Thereafter	1,381.3
Long-term debt	$ 2,119.7

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Other liabilities - Schedule of Other Long-Term Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Other Liabilities Disclosure [Abstract]
Asset retirement obligations	$ 15.9	$ 37.4
Other	48.6	22.3
Other long-term liabilities	64.5	59.7
Current portion of other long-term liabilities	(13.3)	(42.0)
Other long-term liabilities	$ 51.2	$ 17.7

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Other liabilities - Schedule of Changes in Asset Retirement Obligations (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Asset retirement obligations, beginning balance	$ 37.4
Liabilities incurred	0.0	$ 0.0	$ (5.3)
Asset retirement obligations, ending balance	15.9	37.4
APR Energy
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Asset retirement obligations, beginning balance	37.4	42.3
Liabilities acquired	6.5	7.8
Liabilities incurred	(1.2)	(5.0)
Liabilities settled	(37.1)
Change in estimated cash flows	1.2
Provision reassessment	8.9	(7.9)
Accretion expense	0.2	0.2
Asset retirement obligations, ending balance	$ 15.9	$ 37.4	$ 42.3

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Income tax - Schedule of Income Tax Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current tax
Domestic	$ 0.0	$ 0.0
Foreign	2.5	13.0
Total	2.5	13.0
Deferred tax
Domestic	0.0	0.0
Foreign	(0.1)	20.0
Total	(0.1)	20.0
Total tax expense
Domestic	0.0	0.0
Foreign	2.4	33.0
Total tax expense	$ 2.4	$ 33.0	$ 16.6

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Income tax - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Mar. 27, 2020
Income Tax [Line Items]
Effective income tax rate	0.38%	7.61%
Effective income tax rate reconciliation, foreign income tax rate, percent	19.00%
Tax losses carried forward	$ 122,100	$ 82,300
Amount of tax losses carried forward for which a deferred tax asset has not been recognized	492,266
Income tax payable	$ 72,252	96,900
Minimum
Income Tax [Line Items]
Income Tax Examination, Period Open Examination	2 years
Maximum
Income Tax [Line Items]
Income Tax Examination, Period Open Examination	4 years
Foreign
Income Tax [Line Items]
Tax losses carried forward	$ 495,765	$ 331,024
Tax losses carried forward	$ 3,500
Domestic
Income Tax [Line Items]
Operating loss carryforward			$ 54,459

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Income tax - Reconciliation between Effective Tax Rate (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Computed tax expense on income from continuing operations	$ 118.7	$ 82.4
Certain income from containership leasing segment that is exempt from tax	(109.5)	(73.2)
Change in valuation allowance	23.2	73.5
Change in current year uncertain tax positions	(1.9)	3.5
Change in tax law	2.5	(32.0)
Foreign rate differential	(2.6)	(22.0)
Withholding taxes	(1.1)	6.8
Other, net	(26.9)	(6.0)
Total tax expense	$ 2.4	$ 33.0	$ 16.6

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Income tax - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets
Decommission provisions	$ 0.5	$ 15.3
Property, plant and equipment	0.0	10.1
Reserves and accrued expenses	40.5	86.0
Tax losses carried forward	122.1	82.3
Interest allowance	36.1	29.0
Deferred revenue	0.7	0.4
Valuation allowance	(184.4)	(213.5)
Deferred tax assets, net of valuation allowance	15.5	9.6
Deferred tax liabilities
Deferred job costs	(0.7)	0.0
Accelerated asset costs	(1.4)	(2.0)
Inflation adjustment	0.0	(6.4)
Other timing differences	(15.2)	(1.4)
Deferred tax liabilities, net of valuation allowance	(17.3)	(9.8)
Net deferred tax liability	$ (1.8)	$ (0.2)

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Income tax - Summary of Unrecognized Tax Benefits (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning Balance	$ 96.4	$ 92.9
(Decrease) Increase in unrecognized tax benefit	(16.1)	3.5
Ending Balance	$ 80.3	$ 96.4

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Preferred shares and share capital - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended				12 Months Ended
	Feb. 28, 2020	Jun. 30, 2022	Apr. 30, 2022	Aug. 31, 2021	Jun. 30, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Apr. 30, 2021
Class Of Stock [Line Items]
Common shares, authorized (in shares)						400,000,000	400,000,000
Common shares, par value (in dollars per share)						$ 0.01	$ 0.01
Dividend reinvestment program discount rate percentage						3.00%
Series J cumulative redeemable
Class Of Stock [Line Items]
Dividend rate per annum (in percent)					7.00%	7.00%
Annual increase after initial period at stated rate (in percent)						1.50%
Maximum dividend rate (in percent)						11.50%
Shares issued (in shares)					12,000,000
Liquidation preference					$ 300,000	$ 300,000	$ 300,000
Period at stated dividend rate						5 years
Fairfax Notes
Class Of Stock [Line Items]
Warrants issued in conversion of debt (in shares)			25,000,000		1,000,000
Term of warrants					5 years
Warrants outstanding exercise price (in dollars per share)			$ 8.05		$ 13.71
Warrants outstanding exercise amount			$ 201,250
Warrants outstanding (in shares)						6,000,000
2026 Fairfax Notes | Fairfax Notes
Class Of Stock [Line Items]
Debt converted					$ 200,000
2027 Fairfax Notes | Fairfax Notes
Class Of Stock [Line Items]
Debt converted					$ 100,000
Restricted shares
Class Of Stock [Line Items]
Granted (in shares)						5,556,610
Shares forfeited during period (in shares)						0	11,984	0
Granted (in shares)						5,556,610	75,910	1,051,492
Vesting period						1 year
Restricted stock units
Class Of Stock [Line Items]
Shares forfeited during period (in shares)						73,336	35,402	79,635
Granted (in shares)						336,313	819,381	1,824,786
Restricted stock units | Executive Officer
Class Of Stock [Line Items]
Shares forfeited during period (in shares)				50,000		23,336
Granted (in shares)				550,000		336,313
Vesting period						2 years
Forfeiture (in shares)						73,336	35,402
Fairfax Financial Holdings Limited
Class Of Stock [Line Items]
Warrants outstanding exercise price (in dollars per share)					$ 13.71			$ 13.00	$ 13.00
APR Energy Ltd
Class Of Stock [Line Items]
Shares reserved for future issuance						727,351
Common shares previously issued								1,849,641
Shares forfeited (in shares)								557,139
Shares permanently forfeited for post closing purchase price adjustments								1,122,290
Treasury shares						727,351		727,351
Common shares released from holdback		2,749,898				92,444	350,138
APR Energy Ltd | Fairfax Financial Holdings Limited
Class Of Stock [Line Items]
Shares issued (in shares)	775,139

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Preferred shares and share capital - Schedule of Preferred Shares Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2022	Dec. 31, 2021	Jul. 01, 2021
Class Of Stock [Line Items]
Preferred shares, authorized (in shares)		150,000,000	150,000,000
Preferred shares, issued (in shares)		20,118,833	20,118,833
Redemption price per share (in dollars per share)		$ 25.00
Series D
Class Of Stock [Line Items]
Preferred shares, authorized (in shares)		20,000,000
Dividend rate per annum (in percent)		7.95%
Liquidation preference		$ 127,300	$ 127,300
Series E
Class Of Stock [Line Items]
Preferred shares, authorized (in shares)		15,000,000
Preferred shares, issued (in shares)		0
Dividend rate per annum (in percent)		8.25%
Liquidation preference		$ 0	0
Redemption price per share (in dollars per share)				$ 25.00
Series G
Class Of Stock [Line Items]
Preferred shares, authorized (in shares)		15,000,000
Preferred shares, issued (in shares)		0
Dividend rate per annum (in percent)		8.20%
Liquidation preference		$ 0	0
Redemption price per share (in dollars per share)				$ 25.00
Series H
Class Of Stock [Line Items]
Preferred shares, authorized (in shares)		15,000,000
Dividend rate per annum (in percent)		7.875%
Liquidation preference		$ 225,600	225,600
Series I
Class Of Stock [Line Items]
Preferred shares, authorized (in shares)		6,000,000
Dividend rate per annum (in percent)		8.00%
Liquidation preference		$ 150,000	150,000
Series J cumulative redeemable
Class Of Stock [Line Items]
Preferred shares, authorized (in shares)		12,000,000
Dividend rate per annum (in percent)	7.00%	7.00%
Liquidation preference	$ 300,000	$ 300,000	$ 300,000
Period at stated dividend rate		5 years
Annual increase after initial period at stated rate (in percent)		1.50%
Maximum dividend rate (in percent)		11.50%

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Earnings per share ("EPS") - Schedule of Reconciliation of Numerator and Denominator Used in Basic and Diluted EPS Computations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share Basic [Line Items]
Net earnings	$ 622.3	$ 400.5	$ 192.6
Basic EPS:
Net earnings attributable to common shareholders	$ 561.5	$ 335.4	$ 125.5
Net earnings attributable to common shareholders, basic (in shares)	267,148	246,300	241,502
Net earnings attributable to common shareholders, basic (in dollars per share)	$ 2.10	$ 1.36	$ 0.52
Effect of dilutive securities:
Share-based compensation (in shares)	2,722	2,433	541
Fairfax warrants (in shares)	3,396	10,647	3,096
Holdback shares (in shares)	2,009	5,572	5,375
Senior Unsecured Exchangeable Notes (in shares)	15,475	902
Diluted EPS:
Interest on exchangeable notes	$ 7.6
Net earnings attributable to common shareholders	$ 569.1	$ 335.4	$ 125.5
Net earnings attributable to common shareholders, diluted (in shares)	290,750	265,854	250,514
Net earnings attributable to common shareholders, diluted (in dollars per share)	$ 1.96	$ 1.26	$ 0.50
Series D
Earnings Per Share Basic [Line Items]
Less preferred share dividends:	$ (10.1)	$ (10.1)	$ (10.1)
Series E
Earnings Per Share Basic [Line Items]
Less preferred share dividends:	0.0	(5.5)	(11.2)
Series G
Earnings Per Share Basic [Line Items]
Less preferred share dividends:	0.0	(8.0)	(16.0)
Series H
Earnings Per Share Basic [Line Items]
Less preferred share dividends:	(17.7)	(17.8)	(17.8)
Series I
Earnings Per Share Basic [Line Items]
Less preferred share dividends:	(12.0)	(12.0)	$ (12.0)
Series J
Earnings Per Share Basic [Line Items]
Less preferred share dividends:	$ (21.0)	$ (11.7)

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Share-based compensation - Additional Information (Details) $ / shares in Units, $ in Thousands	1 Months Ended		12 Months Ended
	Aug. 31, 2021 tranche $ / shares shares	Jun. 30, 2020 tranche $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Jun. 30, 2022 shares	Mar. 31, 2022 shares	May 31, 2020 shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total shares of common stock reserved for issuance under the plan		10,000,000						5,000,000
Remaining shares left for issuance under this plan			5,172,244	1,149,008
Share-based compensation expenses | $			$ 23,492	$ 11,203	$ 7,068
Total unrecognized compensation costs relating to unvested share-based compensation awards | $			$ 81,733	$ 22,392
Expected to be recognized over a weighted average period			33 months
Restricted shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period			1 year
Granted (in shares)			5,556,610	75,910	1,051,492
Weighted average grant date fair value (in dollars per share) | $ / shares			$ 14.20	$ 10.79	$ 7.84
Shares forfeited during period (in shares)			0	11,984	0
Restricted shares | Board of Directors
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Granted (in shares)			56,610
Remaining shares expected to vest (in shares)							4,000,000
Restricted shares | Chief Executive Officer
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Remaining shares expected to vest (in shares)						1,500,000
Phantom share units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period			3 years
Granted (in shares)			0	0	0
Weighted average grant date fair value (in dollars per share) | $ / shares			$ 0	$ 0	$ 0
Shares forfeited during period (in shares)			0	0	0
Restricted stock units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Granted (in shares)			336,313	819,381	1,824,786
Weighted average grant date fair value (in dollars per share) | $ / shares			$ 14.45	$ 13.44	$ 7.83
Shares forfeited during period (in shares)			73,336	35,402	79,635
Restricted stock units | Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period			2 years
Restricted stock units | Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period			5 years
Restricted stock units | Chief Executive Officer
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period		5 years
Granted (in shares)		1,500,000
Vesting tranche | tranche		5
Weighted average grant date fair value (in dollars per share) | $ / shares		$ 7.25
Restricted stock units | Executive Officer
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period			2 years
Granted (in shares)	550,000		336,313
Vesting tranche | tranche	5
Weighted average grant date fair value (in dollars per share) | $ / shares	$ 13.44
Shares forfeited during period (in shares)	50,000		23,336
Stock options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average grant date fair value (in dollars per share) | $ / shares			$ 0	$ 0	$ 0
Stock options | Chief Executive Officer
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period		5 years
Vesting tranche | tranche		5
Granted (in shares)		1,500,000
Weighted average grant date fair value (in dollars per share) | $ / shares		$ 7.80

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Share-based compensation - Summary of Outstanding Restricted Shares, Phantom Share Units, Stock Appreciation Rights and Restricted Stock Units (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Restricted shares
Number of shares
Beginning balance (in shares)	63,926	1,051,492	67,400
Granted (in shares)	5,556,610	75,910	1,051,492
Vested and exercised (in shares)	(5,563,926)	(1,051,492)	(67,400)
Cancelled (in shares)	0	(11,984)	0
Ending balance (in shares)	56,610	63,926	1,051,492
W.A. grant date FV
Beginning balance (in dollars per share)	$ 10.82	$ 7.84	$ 8.15
Granted (in dollars per share)	14.20	10.79	7.84
Vested and exercised (in dollars per share)	14.16	7.84	8.15
Cancelled (in dollars per share)	0	10.62	0
Ending balance (in dollars per share)	$ 14.25	$ 10.82	$ 7.84
Number of options
Granted (in shares)	5,556,610
W.A. grant date FV
Vested and exercisable (in shares)	0
W.A. grant date FV, Vested and exercisable (in dollars per share)	$ 0
Phantom share units
Number of shares
Beginning balance (in shares)	487,001	487,001	507,001
Granted (in shares)	0	0	0
Vested and exercised (in shares)	(32,001)	0	(20,000)
Cancelled (in shares)	0	0	0
Ending balance (in shares)	455,000	487,001	487,001
W.A. grant date FV
Beginning balance (in dollars per share)	$ 12.76	$ 12.76	$ 12.53
Granted (in dollars per share)	0	0	0
Vested and exercised (in dollars per share)	16.37	0	6.85
Cancelled (in dollars per share)	0	0	0
Ending balance (in dollars per share)	$ 12.51	$ 12.76	$ 12.76
W.A. grant date FV
Vested and exercisable (in shares)	455,000
W.A. grant date FV, Vested and exercisable (in dollars per share)	$ 12.51
Restricted stock units
Number of shares
Beginning balance (in shares)	2,466,728	2,008,884	576,964
Granted (in shares)	336,313	819,381	1,824,786
Vested and exercised (in shares)	(1,077,081)	(326,135)	(313,231)
Cancelled (in shares)	(73,336)	(35,402)	(79,635)
Ending balance (in shares)	1,652,624	2,466,728	2,008,884
W.A. grant date FV
Beginning balance (in dollars per share)	$ 9.10	$ 7.57	$ 8.01
Granted (in dollars per share)	14.45	13.44	7.83
Vested and exercised (in dollars per share)	9.41	10.26	9.32
Cancelled (in dollars per share)	13.65	12.45	9.84
Ending balance (in dollars per share)	$ 6.16	$ 9.10	$ 7.57
W.A. grant date FV
Vested and exercisable (in shares)	0
W.A. grant date FV, Vested and exercisable (in dollars per share)	$ 0
Stock options
Number of options
Beginning balance (in shares)	2,000,000	2,000,000	500,000
Granted (in shares)	0	0	1,500,000
Vested and exercised (in shares)	0	0	0
Cancelled (in shares)	0	0	0
Ending balance (in shares)	2,000,000	2,000,000	2,000,000
W.A. grant date FV
Beginning balance (in dollars per share)	$ 2.54	$ 2.54	$ 2.45
Granted (in dollars per share)	0	0	2.57
Vested and exercised (in dollars per share)	0	0	0
Cancelled (in dollars per share)	0	0	0
Ending balance (in dollars per share)	$ 2.54	$ 2.54	$ 2.54
Vested and exercisable (in shares)	1,000,000
W.A. grant date FV, Vested and exercisable (in dollars per share)	$ 2.56

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Other information - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Additional Financial Information Disclosure [Abstract]
Accrued interest	$ 60.5	$ 43.3
Accounts payable and other accrued liabilities	143.8	140.1
Accounts payable and accrued liabilities, Total	$ 204.3	$ 183.4

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Other information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Additional Financial Information Disclosure [Abstract]
Interest paid	$ 232.0	$ 149.5	$ 156.2
Interest received	6.1	3.1	5.0
Undrawn credit facility fee paid	21.4	1.9	0.8
Income taxes (recovery)/paid	(14.5)	25.7	16.8
Non-cash financing and investing transactions:
APR Energy loans settled in shares	0.0	0.0	8.3
Asset retirement obligations liabilities incurred	0.0	0.0	5.3
Asset retirement obligations provision re-assessment	0.0	0.0	2.9
Cancellation of common shares issued on acquisition	0.0	0.0	12.5
Change in right-of-use assets and operating lease liabilities	127.2	9.6	1.2
Commencement of sales-type lease	0.0	343.9	57.0
Common shares issued on acquisition (note 3)	0.0	0.0	316.8
Contingent consideration asset related to APR Energy acquisition	0.0	0.0	95.2
Dividend reinvestment	0.0	0.0	0.3
Holdback Shares reserved on APR Energy acquisition	0.0	0.0	70.6
Interest capitalized on vessels under construction	2.8	4.0	0.0
Net assets acquired on acquisition	0.0	0.0	287.7
Purchase price adjustment related to APR Energy acquisition	0.0	0.0	4.5
Prepayments transferred to vessels upon vessel delivery	0.0	12.7	46.8
Reclassification on lease modification	0.0	0.0	377.4
Non-Cash Financing And Investing Transactions	130.0	370.2	1,286.5
Changes in operating assets and liabilities
Accounts receivable	(61.6)	35.2	(17.1)
Inventories	(3.6)	0.2	(5.9)
Prepaids expenses and other, and other assets	29.1	(54.1)	(10.3)
Net investment in lease	20.5	14.9	13.3
Accounts payable and accrued liabilities	17.7	16.6	(16.4)
Settlement of decommissioning provisions	(36.9)	(6.0)	(5.9)
Deferred revenue	13.7	18.1	8.4
Income tax payable	(14.5)	(13.5)	3.9
Major maintenance	(47.5)	(38.7)	(54.6)
Other liabilities	0.0	18.9	(8.6)
Operating lease liabilities	(89.8)	(122.6)	(114.7)
Finance lease liabilities	(7.9)	0.0	0.0
Derivative instruments	7.4	26.5	22.5
Contingent consideration asset	3.2	6.1	18.7
Changes In Operating Assets And Liabilities	$ (170.2)	$ (98.4)	$ (166.7)

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Other information - Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Additional Financial Information Disclosure [Abstract]
Cash and cash equivalents	$ 280.0	$ 288.6	$ 304.3
Restricted cash	11.0	38.2	38.2
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$ 291.0	$ 326.8	$ 342.5	$ 197.3

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Commitments and contingencies - Additional Information (Details)	Dec. 31, 2022 USD ($) Containership	Dec. 31, 2021 USD ($) Containership
Other Commitments [Line Items]
Operating lease liabilities to be paid	$ 581,600,000	$ 791,200,000
Number of containerships to be build under purchase order | Containership	58	67
Mobile Power Generation
Other Commitments [Line Items]
Letters of credit outstanding	$ 10,350,000	$ 10,350,000
Vessels
Other Commitments [Line Items]
Operating lease liabilities to be paid	571,908,000
Other leases
Other Commitments [Line Items]
Operating lease liabilities to be paid	$ 9,707,000

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Commitments and contingencies - Schedule of Commitment Under Operating Leases (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
2023	$ 117.6
2024	115.9
2025	118.9
2026	117.2
2027	80.4
Thereafter	31.6
Operating lease commitments	$ 581.6	$ 791.2

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Commitments and contingencies - Summary of Outstanding Commitments for Remaining Installment Payments (Detail) $ in Millions	Dec. 31, 2022 USD ($)
Purchase Obligation, Fiscal Year Maturity [Abstract]
2023	$ 2,438.1
2024	2,713.7
Total	$ 5,151.8

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Financial instruments - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Derivative [Line Items]
Carrying value, long-term debt	$ 3,691,800,000	$ 4,282,800,000
Carrying amount, gross	3,736,700,000	4,345,500,000
Amount that would be settled in cash in the next 12 months if interest rate remain same	891,000
Amount that would be receive in cash in the next 12 months if interest rate remain same	32,721,000
Derivative asset liability subject to master netting arrangement	0	0
Estimated accumulated other comprehensive loss expected to be reclassified to net earnings	1,019,000
Other financing arrangements (note 16)	1,940,300,000	1,239,300,000
Other Financing Arrangements
Derivative [Line Items]
Carrying value, long-term debt	2,119,700,000
Fair Value, Inputs, Level 2
Derivative [Line Items]
Fair value of other financing arrangements excluding deferred financing fees	2,061,863,000	1,419,508,000
Fair Value, Inputs, Level 2 | Other Financing Arrangements
Derivative [Line Items]
Other financing arrangements (note 16)	2,119,657,000	1,363,098,000
Senior Unsecured Notes
Derivative [Line Items]
Carrying amount, gross	1,302,400,000	1,302,400,000
Senior Unsecured Notes | Fair Value, Inputs, Level 2
Derivative [Line Items]
Carrying value, long-term debt	1,302,350,000	1,302,350,000
Fair value, long-term debt	1,284,702,000	1,349,212,000
Exchangeable Notes | Fair Value, Inputs, Level 2
Derivative [Line Items]
Carrying value, long-term debt	201,250,000	196,177,000
Fair value, long-term debt	195,478,000	209,566,000
Carrying amount, gross	201,250,000	201,250,000
Senior Secured Notes
Derivative [Line Items]
Carrying amount, gross	1,000,000,000	500,000,000.0
Senior Secured Notes | Fair Value, Inputs, Level 2
Derivative [Line Items]
Carrying value, long-term debt	1,000,000,000
Fair value, long-term debt	937,455,000
Revolving Credit Facilities and Term Loan Credit Facilities | Fair Value, Inputs, Level 2
Derivative [Line Items]
Fair value, long-term debt excluding deferred financing fees	1,166,673,000	2,326,568,000
Revolving Credit Facilities and Term Loan Credit Facilities | Line of Credit | Fair Value, Inputs, Level 2
Derivative [Line Items]
Carrying value, long-term debt	$ 1,232,988,000	$ 2,341,879,000

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Financial instruments - Schedule of Outstanding Interest Rate Derivatives (Details) - USD ($)	Dec. 31, 2022	Jul. 31, 2022
1.9250%
Derivative [Line Items]
Fixed per annum rate swapped for benchmark rate	1.925%
Notional amount	$ 500,000,000.0
1.9250% | Maximum
Derivative [Line Items]
Notional amount	$ 500,000,000.0
5.4200%
Derivative [Line Items]
Fixed per annum rate swapped for benchmark rate	5.42%
Notional amount	$ 234,900,000
5.4200% | Maximum
Derivative [Line Items]
Notional amount	$ 234,900,000
2.3875%
Derivative [Line Items]
Fixed per annum rate swapped for benchmark rate	2.3875%
Notional amount	$ 200,000,000.0
2.3875% | Maximum
Derivative [Line Items]
Notional amount	$ 200,000,000.0
1.6850%
Derivative [Line Items]
Fixed per annum rate swapped for benchmark rate	1.685%
Notional amount	$ 100,000,000.0
1.6850% | Maximum
Derivative [Line Items]
Notional amount	$ 100,000,000.0
0.6300%
Derivative [Line Items]
Fixed per annum rate swapped for benchmark rate	0.63%
Notional amount	$ 84,000,000.0
0.6300% | Maximum
Derivative [Line Items]
Notional amount	$ 84,000,000.0
0.6600%
Derivative [Line Items]
Fixed per annum rate swapped for benchmark rate	0.66%
Notional amount	$ 84,000,000.0
0.6600% | Maximum
Derivative [Line Items]
Notional amount	$ 84,000,000.0
1.6490%
Derivative [Line Items]
Fixed per annum rate swapped for benchmark rate	1.649%
Notional amount	$ 80,000,000.0
1.6490% | Maximum
Derivative [Line Items]
Notional amount	$ 80,000,000.0
1.4900%
Derivative [Line Items]
Fixed per annum rate swapped for benchmark rate	1.49%
Notional amount	$ 24,300,000
1.4900% | Maximum
Derivative [Line Items]
Notional amount	$ 24,300,000
0.7270%
Derivative [Line Items]
Fixed per annum rate swapped for benchmark rate		0.727%
Notional amount		$ 125,000,000

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Financial instruments - Summary of Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Offsetting Assets [Line Items]
Contingent consideration asset (note 12 (d))	$ 43.7	$ 55.3
Interest rate swaps
Offsetting Assets [Line Items]
Fair value of derivative assets	107.1	6.1
Fair value of derivative liabilities	$ 1.5	$ 28.5

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Financial instruments - Schedule of Gains and Losses Reclassified from Accumulated Other Comprehensive Loss into Earnings (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
(Gain) Loss recognized in net earnings:
(Gain) Loss on contingent consideration asset	$ (900)	$ 5,100	$ (6,800)
Loss reclassified from AOCL to net earnings
Cash flows related to settlement of interest rate swaps	(12,700)	(26,800)	(21,800)
Interest rate swaps
Loss reclassified from AOCL to net earnings
Cash flows related to settlement of interest rate swaps	$ (12,722)	$ (26,758)	$ (21,789)
Interest expense | Reclassification out of Accumulated Other Comprehensive Income
Loss reclassified from AOCL to net earnings
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration]	Interest expense	Interest expense	Interest expense
Depreciation and amortization/Interest expense	$ 0	$ 200	$ 300
Depreciation and amortization | Reclassification out of Accumulated Other Comprehensive Income
Loss reclassified from AOCL to net earnings
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration]	Depreciation and amortization	Depreciation and amortization	Depreciation and amortization
Depreciation and amortization/Interest expense	$ 1,000	$ 1,000	$ 1,000
Interest rate swaps
(Gain) Loss recognized in net earnings:
Gain loss on fair value	(120,600)	(14,000)	36,400
Derivative put instrument
(Gain) Loss recognized in net earnings:
Gain loss on fair value	$ 0	$ (100)	$ (900)

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Subsequent events - Additional Information (Details)						1 Months Ended					12 Months Ended
	Mar. 13, 2023 USD ($) $ / shares	Mar. 03, 2023 USD ($)	Jan. 17, 2023 USD ($) TEU vessel	Jan. 13, 2023 USD ($) TEU shares	Jan. 05, 2023 $ / shares	Feb. 28, 2023 vessel	Dec. 31, 2022 vessel shares	Nov. 30, 2021	Sep. 30, 2021	Feb. 28, 2021	Dec. 31, 2022 USD ($) vessel TEU shares	Dec. 31, 2021 USD ($) vessel shares	Dec. 31, 2020 USD ($) $ / shares shares	Mar. 02, 2023	Jun. 30, 2021 $ / shares shares	Apr. 30, 2021 $ / shares shares
Subsequent Event [Line Items]
Dividends on preferred shares											$ 60,800,000	$ 66,200,000	$ 67,100,000
Common shares, issued (in shares) | shares							281,565,472				281,565,472	247,024,699
Common shares, outstanding (in shares) | shares							281,565,472				281,565,472	247,024,699
Payments to acquire property, plant & equipment											$ 1,239,700,000	$ 1,577,000,000	$ 783,500,000
Term of agreement								18 years	18 years	18 years
Vessels
Subsequent Event [Line Items]
Capacity of vessels purchased | TEU											10,000
Payments to acquire property, plant & equipment												$ 358,500,000
Number of vessels sold | vessel							1				10	1
Sale price											$ 257,075,000
Fairfax Financial Holdings Limited
Subsequent Event [Line Items]
Warrants to purchase common shares | shares													5,000,000		1,000,000	5,000,000
Warrants outstanding exercise price (in dollars per share) | $ / shares													$ 13.00		$ 13.71	$ 13.00
Subsequent Event
Subsequent Event [Line Items]
Dividends per common share declared (in dollars per share) | $ / shares	$ 0.125				$ 0.125
Subsequent Event | Line of Credit | Senior Secured Notes
Subsequent Event [Line Items]
Credit facilities, maximum aggregate borrowings		$ 250,000,000
Proceeds from secured lines of credit		200,000,000
Line of credit facility, remaining borrowing capacity		$ 50,000,000
Percentage of total borrowing permitted relative to total assets		75.00%												65.00%
Term of debt		2 years
Subsequent Event | Vessels
Subsequent Event [Line Items]
Number of vessels purchased | vessel						1
Capacity of vessels purchased				10,000		15,000
Payments to acquire property, plant & equipment				$ 52,690,000
Number of vessels sold | vessel			1
Capacity of vessels sold | TEU			4,250
Sale price			$ 21,600,000
Term of contract						12 years
Subsequent Event | Fairfax Financial Holdings Limited
Subsequent Event [Line Items]
Warrants outstanding (in shares) | shares				6,000,000
Warrants and Rights Outstanding				$ 78,710,000
Series D | Subsequent Event
Subsequent Event [Line Items]
Dividends per preferred share declared (in dollars per share) | $ / shares	0.496875				0.496875
Series H | Subsequent Event
Subsequent Event [Line Items]
Dividends per preferred share declared (in dollars per share) | $ / shares	0.492188				0.492188
Series I | Subsequent Event
Subsequent Event [Line Items]
Dividends per preferred share declared (in dollars per share) | $ / shares	0.50000				0.50000
Series J cumulative redeemable | Subsequent Event
Subsequent Event [Line Items]
Dividends per preferred share declared (in dollars per share) | $ / shares	$ 0.43750				$ 0.43750
Series D Series H Series I And Series J Preferred Stock | Subsequent Event
Subsequent Event [Line Items]
Dividends on preferred shares	$ 15,223,000