Memorandum of Agreement



 Exhibit 4.33 
 MEMORANDUM OF AGREEMENT 
  

	
	Norwegian Shipbrokers’ Association’s Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.
	Code-name
	SALEFORM 1987
	Revised 1966, 1983 and 1986


 Dated: 11 October 2006 
 SECOND ORIGINAL OF TWO 
 A.P.
Møller - Mærsk A/S 
 Esplanaden 50 
 1098 Copenhagen K 
 Denmark 
 hereinafter called the Sellers, have today sold, and 
 Seaspan Corporation 
 Unit 2, 7th Floor 
 Bupa Centre 
 141, Connaught Road West 
 Hong Kong 

China 
 hereinafter called the Buyers, have today bought

 M. V. “METTE MÆRSK”, hereinafter called the vessel, 
  

			
	Classification: Lloyds Register	 	by: Odense Staalskibsværft A/S
	Built: 1989	 	Place of Registration: Rønne
	Flag: Danish	 	Register tonnage: GT 52,191 / NT 25,458
	Call sign: OXKT2	 	
	Register IMO number: 8618293	 	
	on the following conditions:	 	

 1. Price 
 Price: USD 40,000,000 (United States Dollars Forty Million only) net to the Sellers in cash. 
 2. Deposit

 As a security for the correct fulfillment of this contract, the Buyers shall pay a deposit of 10%— ten per cent-of the
Purchase Money within banking days from the date of this agreement. This amount shall be deposited with 
 10 (ten) percent of the purchase
price is to be deposited by the Buyers into a joint interest bearing account no 60434846 in the names of the Buyers and the Sellers at HSBC Bank London, 8 Canada Square, London E14 5HQ, UK within 3 (three) London banking days after this Agreement
has been signed on fax by both parties. 
 Costs for such joint account and closing at HSBC London to be shared equally between the Buyers and
the Sellers. 
 Documentary closing to take place at the Sellers’ nominated bank. 
 and held by them in a joint account for the Sellers and the Buyers. Interest, if any, to be credited the Buyers. Any fee
charged for holding said deposit shall be borne equally by the Sellers and the Buyers. 







 3. Payment 
 The 10 (ten) per cent deposit shall be released and the 90 (ninety) per cent balance of the The said Purchase Money shall be paid free of bank charges to Citibank, N.A., New York Branch, Account Number:
30625992, SWIFT: CITIUS33, Account holder: A.P. Møller - Mærsk A/S on delivery of the vessel, but not later than three banking days after the vessel is ready for delivery and written or telexed notice
thereof has been given to the Buyers by the Sellers. 
 4. Inspections 
 The Buyers have physically inspected the vessel in Hong Kong on 13 September 2006 and have accepted the vessel. 
 The Buyers have inspected the vessel’s class records with Lloyds Register and have accepted same. 
 This agreement is thus not subject to any further inspections. 
 The Buyers shall have the right to inspect
the vessel’s classification records and declare whether same are accepted or not within The Sellers shall provide for inspection of the vessel at/in- 
 The Buyers shall undertake the inspection without undue delay to the vessel. Should the Buyers cause such delay, they shall compensate the Sellers
for the losses thereby incurred. 
 -The-Buyers shall inspect the vessel afloat without opening up and without cost to the
Sellers. During the inspection, the vessel’s log books for engine and-deck shall be made available for the Buyers’ examination. If-the- vessel is accepted—after such afloat inspection, the purchase shall become definite -except for
other possible subjects in this contract-provided the Sellers receive written or telexed notice from the Buyers within 48 hours after completion of such afloat inspection.—Should notice of acceptance of the-vessel’ classification records
and of the vessel not be received by the Sellers as aforesaid, the deposit shall immediately be released, whereafter this contract shall—be considered null and void. 
 5. Place and time of delivery 
 The vessel shall be delivered and taken over at/in
to / and taken over by the Buyers safely afloat at a safe berth /anchorage in one safe port in the Sellers’ option, Worldwide within INL excluding US ports between 1 November 2006 and 1 February 2007 with
1 February 2007 being the cancelling date in the Buyers’ option. 
 If the Sellers anticipate that, notwithstanding the exercise of
due diligence by them, the vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the vessel will be ready for delivery and propose a new cancelling date. Upon
receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 (Sellers’ default) within 2 business days of the receipt of the notice or of accepting the new date as the new
cancelling date. If the Buyers have not declared their option within 2 business days of receipt of the Sellers’ notification or if the Buyers accept the new date, the date proposed in the Sellers’ notification shall be deemed to be the new
cancelling date and shall be substituted for the agreed cancelling date. 
 If this Agreement is maintained with the new cancelling date all
other terms and conditions hereof including those contained in this clause shall remain unaltered and in full force and effect. Cancellation or failure to cancel shall be entirely without prejudice to any claim for damages the Buyers may have under
Clause 14 (Sellers’ default) for the vessel not being ready by the original cancelling date. 
 Should the vessel become an actual,
constructive or compromised total loss before delivery or should this Agreement be terminated as above the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void.








 Expected time of delivery: 
 Date of cancelling (see clause 14): 1 February 2007 in the Buyers’ option. 
 The Sellers shall keep the Buyers well posted about the vessel’s itinerary and estimated time and place- of drydocking. 

Should the vessel become a total or constructive total loss before delivery the deposit shall immediately be released to the Buyers and the
contract thereafter considered null and void. 
 The Sellers are to keep the Buyers updated on the vessel’s position with regard to the
anticipated delivery date/place, and forward to the Buyers 35/30/15/10/8/5/3 and 1 days approximate notice of delivery. 
 6. Drydocking (See Clause 16) 
 In connection with the delivery the Sellers
shall place the vessel in drydock at the port of delivery for inspection by the Classification Society of the bottom and other underwater parts below the Summer Load-Line. If the rudder, propeller, bottom or other underwater parts below the Summer
Load Line be found broken, damaged or defective, so as to affect the vessel’s-clean certificate of class, such defects shall be made good at the Sellers’ expense to1) satisfaction without qualification on such underwater parts. 2
) 
 Whilst the vessel is in drydock, and if required by the Buyers or the representative of the Classification
Society, the Sellers shall arrange to have the tail end shaft drawn. Should same be condemned or found defective so as to affect the vessel’s-clean certificate of class, it shall be renewed or made good at the Sellers’ expense to the
Classification Society’s satisfaction without qualification. 
 The expenses of drawing and replacing the tail end
shaft shall be borne by the Buyers unless the Classification Society requires the tail end shaft to be drawn (whether damaged or not), renewed or made good in which event the Sellers shall pay these expenses. 
 The expenses in connection with putting the vessel in and taking her out of drydock, including dry dock dues and the Classification
Surveyor’s fees shall be paid by the Sellers if the rudder, propeller, bottom, other underwater parts below the Summer Load-Line or the tail-end shaft be found broken, damaged or defective as aforesaid or if the Classification Society requires
the tail end shaft to be drawn (whether damaged or not). In all other cases the Buyers shall pay the aforesaid expenses, dues and fees. 
 During the above mentioned inspections by the Classification Society the Buyers’ representative shall have the right to be present in the drydock but without interfering with the Classification Surveyor’s
decisions. 
 The Sellers shall bring the vessel to the drydock and from the drydock to the place of delivery at their own
expense. 
 7. Spares/bunkers etc. 
 The Sellers shall deliver the vessel to the Buyers with everything belonging to her on board including all broached/unbroached stores and provisions. and on shore. All spare parts, and spare
equipment and lashing gear, including spare tail-end shaft(s) and/or spare propeller(s), 
 if any, belonging
to the vessel at the time of inspection, used or unused, whether on board or not shall become the Buyers’ property, but spares on order to be excluded, however, for the Buyers reference, Sellers to
disclose spares on order, if any, upon signing this Agreement. Forwarding charges, if any, shall be for the Buyers’ account. The Sellers are not required to replace spare parts including spare
tail end shaft(s) and spare propeller(s) which are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the property of the Buyers. The radio installation and navigational equipment shall be
included in the sale without extra payment, if same is the property of the Sellers. 
 The only equipment containing asbestos onboard the
vessel are the Railco sterntube bearings. 
 There is no spare tail shaft or spare propeller included in the sale. 







 The Sellers have the right to take ashore crockery, plate, cutlery, linen and other articles bearing the
Sellers’ flag or name, provided they replace same with similar unmarked items. Library, forms, etc., exclusively for use in the Sellers’ vessels, shall be excluded without compensation. Captain’s, Master’s
Officers’ and Crew’s personal belongings including Master’s slop chest to be excluded from the sale, as well as the following additional items: 
 Excluded items are: 
  

	 	•	 	 reefer container unit spare parts. 


  

	 	•	 	 power packs for reefer containers with related plugs, cords and extension cables. 


  

	 	•	 	 manual for reefer units. 


  

	 	•	 	 log books for deck/engine, however the Buyers to have the right to take copies of same. 


  

	 	•	 	 unitor bottles. 


  

	 	•	 	 all Mærsk blue hull paint. 


  

	 	•	 	 slop chest 


  

	 	•	 	 welfare equipment 


  

	 	•	 	 pictures and paintings in the Sellers’ option. 


  


	 	•	 	 documents directly related to present ownership. 


  

	 	•	 	 documents which have to be returned to the authorities, however Buyers are allowed to make copies of same. 


  

	 	•	 	 all forms etc. which are related to the present ownership. 


  

	 	•	 	 the vessel’s maintenance system for hull and machinery, the Buyers to receive latest print out. 


  

	 	•	 	 computer software for pc’s either developed by or licensed to the Sellers except loadmaster computer which is included in the sale.



  

	 	•	 	 ship’s bell, however, the Sellers undertake to replace the same at their cost. 


  

	 	•	 	 digital cameras and mobile telehones. 


  

	 	•	 	 Administrative LAN server. 


 EPIRB to be included in the sale, the Buyers will have to amend the signal upon delivery. 
 The Bunkers shall remain the
property of the Sellers and the Buyers will not pay for same at the time of delivery, however, bunker quantities to be mutually agreed. 
 The Buyers shall take over remaining bunkers, 
 The Buyers shall take over remaining unused lubricating
oils (broached or unbroached in tanks or drums) paying Oil Majors’ list prices in the port of Newark at the time of delivery less 15 (fifteen) pet discount except for the below stated three main lube quantities bulk prices to be
agreed as follows: 
 Mobilgard 570 : USD 165/100 ltr 
 Mobilgard 300 : USD 145 /100 ltr 
 Mobilgard 430/440 : USD 175 /100 ltr 
 If delivery is made in drums a surcharge on USD 32 /100 ltr to be applicable, and unused stores and pro visions and pay the current market price at
the port and date of delivery of the vessel. 
 Payment under this clause shall be made at the same time and place and
in the same currency as the Purchase Money in accordance with a preliminary invoice from the Sellers to be adjusted against the final invoice. 
 8. Documentation 
 In exchange for payment of the Purchase Money the Sellers are to provide customary
documentation reasonably required by the Buyers for their registration purposes shall furnish the Buyers with legal Bill of Sale of the said vessel free from all encumbrances and maritime
liens or any other debts whatsoever, duly notarially attested and legalised by the consul to get 







 
vessel the Sellers shall provide for the deletion of the vessel from the Registry of Vessels and deliver a certificate of deletion to the Buyers. The
deposit shall be placed at the disposal of the Sellers as well as the balance of the Purchase Money, which shall be paid as agreed together with payment for items mentioned in clause 7 above. 
 The Sellers shall, at the time of delivery, hand to the Buyers all classification certificates-as well as all plans etc. which are onboard the vessel.
Other technical documentation which may be in the Sellers’ possession shall promptly upon the Buyers’ instructions be forwarded to the Buyers. The Sellers may keep the log books, but the Buyers to have the right to take copies of same.

 9. Encumbrances 
 The Sellers warrant
that the vessel, at the time of delivery, is charter free except any charter the Buyers might have entered into, free from all encumbrances and maritime liens or any other debts whatsoever. including costs related to Port State
Control. Should any claims which have been incurred prior to the time of delivery be made against the vessel, the Sellers hereby undertake to indemnify the Buyers against all consequences of such claims. 
 10. Taxes etc. 
 Any taxes, fees and expenses
connected with the purchase and registration under the Buyers’ flag shall be for the Buyers’ account, whereas similar charges connected with the closing of the Sellers’ register shall be for the Sellers’ account. 
 11. Condition on delivery 
 The vessel is to be
delivered with present class maintained, free of conditions, and hull and machinery continuous survey cycles up to date at the time of delivery. The Vessel with everything belonging to her shall be at the Sellers’-risk and expense until
she is delivered to the Buyers, but subject to the conditions of this contract, she shall be delivered and—taken over as she is at the time of inspection, fair normal wear and tear excepted. 
 However, the vessel shall be delivered with present class free of recommendations. Class certificates and national certificates to
be valid on day of delivery for a period of not less than three months. The Sellers shall notify the Classification Society of any matters coming to their knowledge prior to delivery which upon being reported to the Classification Society
would lead to the withdrawal of the vessel’s class or to the imposition of a recommendation relating to her class. 
 12. Name/markings

 Upon delivery the Buyers undertake to change the name of the vessel and alter funnel markings., if
so required by the Sellers. Same to be arranged by the Buyers for the Buyers time and expense. 
 13. Buyers’ default 
 Should the deposit not be paid as aforesaid, the Sellers have the right to cancel this contract, and they shall be entitled to claim compensation for
their losses and for all expenses incurred together with interest at the rate of 12 8% per annum. 
 Should the Purchase Money not be paid as aforesaid, the Sellers have the right to cancel this contract, in which case the amount deposited together with interest earned, if any, shall be forfeited to the Sellers. If the deposit does not
cover the Sellers’ losses, they shall be entitled to claim further compensation for their losses and for all expenses together with interest at the rate of 12 8% per annum. 
 14. Sellers’ default 
 If the Sellers fail to
execute a legal transfer or to deliver the vessel with everything belonging to her in the manner and within the time specified herein in line 38, the Buyers shall have the right to cancel this contract in which case
the deposit in full shall be returned to the Buyers together with interest at the rate of 12 8% per annum. The Sellers shall make due compensation for the losses caused to the Buyers by failure to
execute a legal transfer or to deliver the vessel in the manner and within the time specified herein in line 38, if such are due to the proven negligence of the Sellers. 







 15. Arbitration 
 If any dispute should arise in connection with the interpretation and fulfillment of this contract, same shall be decided by arbitration in the city of 3) London governed by English law and shall be
referred to a single Arbitrator to be appointed by the parties hereto. If the parties cannot agree upon the appointment of the single Arbitrator, the dispute shall be settled by three Arbitrators, each party appointing one Arbitrator, the third
being appointed by 4) the London Maritime Arbitrators’ Association in London. 
 If either of the appointed Arbitrators
refuses or is incapable of acting, the party who appointed him, shall appoint a new Arbitrator in his place. 
 If one of the parties fails
to appoint an Arbitrator—either originally or by way of substitution—for two weeks after the other party having appointed his Arbitrator has sent the party making default notice by mail, cable or telex to make the appointment, the party
appointing the third Arbitrator shall, after application from the party having appointed his Arbitrator, also appoint an Arbitrator on behalf of the party making default. 
 The award rendered by the Arbitration Court shall be final and binding upon the parties and may if necessary be enforced by the Court or any other competent authority in the same manner as a judgement in the Court of
Justice. 
 This contract shall be subject to the law of the country agreed as place of arbitration. 
 Clauses 16—20 both inclusive as attached hereto shall form an integral part of this contract. 
  

			
	The Sellers:	 	The Buyers:
	A.P. Møller – Mærsk A/S	 	Seaspan Corporation
		
	/S/    A.P. MøLLER	 	/S/    GERRY WANG



	1)	The name of the Classification Society to be inserted. 


	2)	Notes, if any, in the Surveyor’s report which are accepted by the Classification Society without qualification are not to be taken into account.



	3)	The place of arbitration to be inserted. If this line is not filled in, it is understood that arbitration will take place in London in accordance with English law.



	4)	If this line is not filled in it is understood that the third Arbitrator shall be appointed by the London Maritime Arbitrators’ Association in London.


 This document is a computer generated SALEFORM 1987 Memorandum of Agreement printed by authority of the Norwegian Shipbrokers’
Association, using software which is the copyright of Strategic Software Ltd. (SSL). Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the preprinted text of this document, and
which is not clearly visible, then the original approved document shall apply. The Norwegian Shipbrokers’ Association and SSL assume no responsibility for any loss or damage caused as a result of discrepancies between the original approved
document and this document. 








 SECOND ORIGINAL OF TWO 
 Additional Clauses to Memorandum of Agreement dated 11 October 2006 
 ”METTE MÆRSK” 
  


	Clause 16	No Drydocking / Divers’ Inspection 

 No
drydocking, but prior to delivery of the vessel, the Buyers have the right to arrange at their risk and expense an inspection of the vessel’s underwater parts by a class approved diver. 
 If the visibility underwater at the delivery port is considered insufficient by the diver(s) for the inspection to be carried out sufficiently, then the
Sellers shall at their expense shift the vessel to waters in/outside port of delivery where water is suitable for the aforesaid underwater inspection to be carried out. 
 Should any damage be found to the vessel’s underwater parts that will impose a condition of the vessel’s present class then: 
  

	 	1.	In case class imposes a condition but does not require drydocking before next scheduled drydocking, the Sellers shall pay to the Buyers the estimated cost to repair such damage in a
way which is acceptable to class which to be the direct cost to repair such damage only, as per average quotation by two reputable independent repair yards in Hong Kong or Japan and one European Yard (incl. Mediterranean) as may be chosen by the
Sellers. The amount agreed shall be deducted from the balance of the purchase money at the time of delivery. 

  

	 	2.	In case class requires the vessel to be drydocked before next scheduled drydock, the Sellers shall drydock the vessel at their expense prior to delivery of the vessel to the Buyers
and repair same to class satisfaction free of conditions / average damage. 

 The decision of the classification society as to
whether underwater damage, if any, will impose any condition of class shall be final and binding on both parties. 
 In the event the vessel
is required to be drydocked, the Sellers have the right to take the vessel from the intended delivery port and proceed directly, in ballast, to a port in the delivery area in Sellers’ option for the aforesaid drydocking / repairs to take place.
The cancelling date shall be extended per day pro rata for the extra time taken to deliver the vessel due to ballasting / drydocking / repairs to be carried out to class’ satisfaction in accordance with this agreement. Any extension of
cancelling date not to exceed 7 (seven) weeks more than those agreed. If suitable drydocks in vicinity of the intended delivery port are occupied resulting in unreasonable waiting time the Sellers shall have the option to fix the vessel for the
shortest possible loaded voyage positioning the vessel for later drydock availability. It is to be understood that this is purely for positioning for drydocking. Such option only provided damage / class allow intermediate trading of the vessel in
such case the cancelling date shall be extended to cover such laden voyage plus subsequent time required for positioning / drydocking / repairs - extensions on cancelling dates to be maximised to 7 (seven) weeks. 
 The Buyers have the right to attend the vessel at the drydock. The Buyers’ right to clean / paint and carry out other works whilst the vessel is in
drydock at the Buyers’ risk and expense provided not interfering in the Sellers’ work and the Buyers’ work always subject to the Sellers’ superintendent’s supervision / directions. 
 In the event that the Buyers’ works are not completed prior to the time the Sellers have completed their required works, then the Sellers have the
right to tender notice of readiness whilst the vessel is still in drydock provided they 

  

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 SECOND ORIGINAL OF TWO 
 Additional Clauses to Memorandum of Agreement dated 11 October 2006 
 “METTE MÆRSK” 
  

 
are in all respects ready to deliver the vessel in accordance with this contract. Should the Buyers’ works still not be completed and the vessel is
unable to leave drydock due to the Buyers’ works within 3 (three) banking days after the Sellers have tendered a valid notice of readiness, then the Buyers shall take delivery and pay for the vessel whilst remaining in drydock. Costs for
docking / undocking shall be for the Sellers’ account. However, any extra time spent in drydock after valid notice of readiness tendered by the Sellers shall be for the Buyers’ account. 
  

	Clause 17	Representatives 

 Once the MoA has been
signed and the 10% (ten) per cent deposit lodged the Buyers to have the right to place on board until delivery 5 (five) persons for familiarisation purposes and without interfering in the vessel’s operation. 
 The Buyers’ representatives are to sign the Sellers’ indemnity declaration form prior to embarkation. Such familiarisation to include review of
planned maintenance and running hours records of machinery, equipment and systems. In any event the Buyers’ representatives are to board the vessel approximately 30 (thirty) days prior to the delivery of the vessel. 
  

	Clause 18	Entire Agreement 

 This Agreement constitute
the only and entire agreement between the parties and supersede and replace any prior written or oral agreements, representations, statements or understandings between the Buyers and the Sellers relating to it’s subject matter. 
 Each party confirms that it has not entered into this Agreement on the basis of any representation or statement which is not expressly incorporated into
this Agreement. Without limiting the generality of the foregoing, neither party shall have any remedy in respect of any untrue representation or statement made to him upon which he may have relied in entering into this Agreement, and a party’s
only remedy is for breach of contract. However, nothing in this Agreement purports to exclude liability for any fraudulent statement or act. 
 This Agreement shall not be released, discharged, supplemented, interpreted, amended, varied or modified in any manner except by an addendum in writing signed by a duly authorised representative of each of the parties to this Agreement.

  

	Clause 19	Private & Confidential 

 The
negotiations and a possible subsequent sale is to be kept strictly private and confidential except as required by applicable securities laws and stock exchange rules. However, should despite the efforts of all parties involved details of the sale
become known or reported to the market, neither the Sellers nor the Buyers are to have the right to withdraw from the Agreement or fail to fulfil all their obligations under the agreed contract. 
  

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 SECOND ORIGINAL OF TWO 
 Additional Clauses to Memorandum of Agreement dated 11 October 2006 
 “METTE MÆRSK” 
  


	Clause 20	Vessel Description 

 Gearless container
vessel. 
 TEU intake: 4809 teu 
 Stowage: 
 When 20 ft. containers are preferentially loaded with max. numbers and 40 ft. 
 containers are secondarily loaded in the remaining space. 
 1491 units 20 x 8 x 8 feet 6 inches in holds and 
 299 units 40 x 8 x 8 feet 6 inches in holds. 

1766 units 20 x 8 x 8 feet 6 inches on deck/hatchcovers and 
 477 units 40 x 8 x 8 feet 6 inches on deck/hatchcovers. 
 FEU intake: 
 2322 units 40 x 8 x 8 feet 6 inches and 
 87
units 20 x 8 x 8 feet 6 inches 
 Stowage: 
 When 40 ft. containers are preferentially loaded with max. numbers and 20 ft. 
 containers are secondarily
loaded in the remaining space. 
 1014 units 40 x 8 x 8 feet 6 inches in holds and 
 71 units 20 x 8 x 8 feet 6 inches in holds 
 1308 units 40 x 8 x 8 feet 6 inches on deck/hatchcovers and 
 16 units 20 x 8 x 8 feet 6 inches on deck/hatchcovers. 
 45 feet intake: 
 752 units of 45 ft.
containers can be loaded in bays 6, 10, 14, 18, 22, 26, 30, 
 34, 38, 42, 46, 54, 58, 62, 66 and 70 in lieu of 752 units of 40 ft.
containers. 
 Maximum 752 45 ft. units on deck, none in holds. 
 High cube intake (40 x 8 x 9 feet 6 inches) in holds:  
 850 units 40 x 8 x 9 feet 6 inches. 
 Reefer container intake: 
 495 reefer sockets whereof 274 on deck and 221 in holds 
 Stability: 
 About 3162 TEUs of 14 metric tons homogeneously laden. 
 (Summer draught). 
 Point loads:

 Tanktop—20 feet container: 195.1 tons/each except mid centre in hold 
 3-17-48. 8 tons/each 
 40 feet container: 243,
9 tons/each 
 All Hatches : 81. 3/111, 8 mt per 20 feet/40 feet stack. 
 For 45 ft. containers load not to exceed: 111.8 mt (aftermost bay) 
 Fittings: 
 40 ft. cells in all holds. Fully fitted with all necessary lashings/fittings to

 secure a full load of TEUs/FEUs in holds and on deck/hatchcovers. 
  

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 SECOND ORIGINAL OF TWO 
 Additional Clauses to Memorandum of Agreement dated 11 October 2006 
 ”METTE MÆRSK” 
  

 Main engine: MITSUI MAN B&W 10K90MC - 39400 kW (MCR) 
 Generators: 3 off MAN B&W - 8L28/32 each 1600 kW 
 Steam Generator / Power turbine generator: Peter Brotherhood/MAN 3100 
 kW at 90 % MCR 
 Aux. Generator : Caterpillar 3512 at 1070 kW 
 Bow thruster: KAMEWA 2400D/BAS-CP - 20 ton 
 Stern thruster: KAMEWA 2400D/BAS-CP - 20 ton 
 Finn Stabilizers : Brown Brothers 
 Shaft
generator: Siemens 3000 kW 
 Shaft generator plant can either operate in PTO or PTI mode utilizing main 
 engine waste heat for 
 Propulsion.

 Bunker Capacity: 
 MDO total
“100%” (Density 0.900): 368.3 m3 
 FO total “100%” (Density 0.980): 5826.6 m3 
 Speed/Main engine consumption at design draft 12.2 m.: 
 About 22.50 knots on about 153.0 metric tons HFO per day plus fuel 
 treatment MDO consumption. 

Speed/Main engine consumption at scantling draft 13.5 m.: 
 About 22.00 knots on about 154.7 metric tons HFO per day plus fuel 
 treatment MDO consumption. 

Above speed always subject to: Even keel, clean bottom, and in calm 
 weather not exceeding Beaufort scale 3. 
 Generator HFO consumptions at sea and in port excluding reefer
units: 
 About 6.0 metric tons per day. 
 All HFO consumption’s for the main engine and the auxiliary engines are 
 based on ISO-F RMK55 of 700 CST at 50 degrees Celsius
per 24 hours including normal tank heating. 
 Vessel being built with LRS class +100a1 container ship, +lmc, ums, nav’l, 
 shipright, (sda, fda, cm). 
 Principal
Dimensions: 
 Length O.A.: 294.12m 
 Length B.P.: 284.72 m 
 Breadth, moulded: 32.22 m 
 Depth, moulded: 21.50 m 
 Deadweight/draft: Summer DW 60640 mt draft 13.52 m 
  

			
	Distribution of hatches/holds:	 	 
	Holds/hatches: 1-17	 	 
	Hatch dimension:	 	length/breadth:
	No. 1 centre	 	13.59 m/8.31 m
	No. 2 port and stb	 	13.59 m/5.795 m
	No. 2 centre	 	13.59 m/8.31m
	No. 3 port, stb and centre	 	13.59 m/8.31 m
	No. 4-7 port and stb	 	13.59 m/10.859 m
	No. 4-7 centre	 	13.59 m/8.31m
	No. 8-10 port and stb	 	15.006 m/10.859m
	No. 8-10 centre	 	15.006 m/8.31 m
	No. 11 -17 port and stb	 	13.59 m/10.859 m
	No. 11-12 and 14-17 centre	 	13.59 m//8.31 m

  

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 SECOND ORIGINAL OF TWO 
 Additional Clauses to Memorandum of Agreement dated 11 October 2006 
 ”METTE MÆRSK” 
  

 Miscellaneous: 
 Satellite communication 
 Container loading computer 
 CO2 fitted in holds 
 Panama/Suez canal
fitted. 
 TEU/FFE intakes are subject to Panama regulations. 
 All figures “about” and given in good faith. 
 This Agreement has been drawn up and executed in 2 (two) originals,
1 (one) of which is to be retained by the Sellers and 1 (one) of which is to be retained by the Buyers. 
  

 -5- 








 SECOND ORIGINAL OF TWO 
 ADDENDUM No. 1 
 TO THE MEMORANDUM OF AGREEMENT 
 REGARDING M.V. “METTE MÆRSK” 
 (THE “VESSEL”) 
 BETWEEN 
 A.P. MØLLER - MÆRSK A/S 
 (THE “SELLERS”) 
 AND 
 SEASPAN CORPORATION

 (THE “BUYERS”) 
 1.
CLOSING DOCUMENTS 
 With reference to the Memorandum of Agreement dated 11 October 2006 made between the Sellers and the Buyers regarding the
sale of “METTE MÆRSK” the following has been agreed: 
 It is mutually agreed between the Buyers and the Sellers that the following documents
shall be exchanged at the time of delivery. 
 SELLERS’ DOCUMENTATION: 
  

	A)	One original Bill of Sale in English form 1OA evidencing the transfer of the vessel from the Sellers to the Buyers free from liens, debts, mortgages or any encumbrances evidencing
the transfer of the vessel from the Sellers to the Buyers, duly notarised. 

  

	B)	Power of Attorney duly notarised issued by the Sellers authorising their named representative(s) to effect the sale and transfer of the vessel to the Buyers pursuant to the
Memorandum of Agreement. 

  

	C)	Transcript of Registry from the vessel’s registry dated not earlier than 7 Danish working days prior the date of delivery evidencing the ownership of the vessel and that the
vessel is free from registered encumbrances. 

  

	D)	Confirmation of Class issued by the vessel’s Classification Society dated no earlier than 7 Danish working days prior to the date of delivery. 

  

	E)	A written letter of undertaking from the Sellers to effect deletion from the vessel’s registry forthwith and furnish a Certificate or other official evidence of deletion to the
Buyers soonest after the delivery latest within 30 days after the vessel has been delivered to the Buyers. 









	F)	One original commercial invoice duly signed relating to the purchase and containing the purchase price of the vessel. 

  

	G)	One original invoice duly signed relating to the quantities/prices of remaining lubricating oils on board. 

  

	H)	One original Protocol of Delivery and Acceptance duly signed by the Buyers’ and the Sellers’ representatives at the place of closing. 

  

	I)	Written confirmation duly signed by the Sellers confirming that to the best of Seller’s knowledge the vessel is not blacklisted by any country at time of delivery.


  

	J)	Letter of undertaking from the Sellers to provide original Continuous Synopsis Record (CSR) deletion document from the Sellers registry within 30 days after the vessel has been
taken over by the Buyers. 

  

	K)	Any such documents as may be reasonably required by the competent authorities for the purpose of registering. This to be presented by the Buyers to the Sellers no later than 7 days
prior to delivery for the Sellers to confirm if possible. 

 Draft of the Sellers’ documents, where possible, to be presented to the
Buyers’ minimum 15 (fifteen) days before closing for comments. 
 BUYERS’ DOCUMENTATION: 
  

	A)	Extract copy of the Buyers’ Board resolution duly notarially attested authorising the purchase of the Vessel from the Sellers and execution of the Agreement and empowering a
representative(s) to effect the purchase. 

  

	B)	Power of Attorney issued by the Buyers duly notarially attested authorising their named representative(s) to effect the purchase of the vessel from the Sellers pursuant to the
Agreement. 

 Draft of the Buyers’ documents to be presented to the Sellers minimum 15 (fifteen) days before closing for comments.

 All other terms of the Memorandum of Agreement to remain unchanged. 
 IN WITNESS HEREOF, the parties hereto have caused this addendum to be executed by their respective authorised representatives on 11 October 2006. 
  

			
	For and on behalf of the Sellers:	  	For the Buyers:
	A.P. Møller—Mærsk A/S	  	Seaspan Corporation
		
	/S/    A.P. MøLLER	  	/S/    GERRY WANG








 To: 
 HSBC Bank plc

 Corporate Banking, Transport & Logistics 
 Level 24, 8 Canada Square 
 London, E14 5HQ 
 Joint Account number 60434846 in respect of Proposed Sale and Purchase of a Vessel. 
 HSBC Bank plc (the “Bank”)
is hereby requested to open a Joint Account (the “Account”) in the names of A.P. Mø11er—Mærsk A/S (the “Seller”) and Seaspan Corporation (the “Buyer”), the purpose of which is to hold certain funds
(the “Deposit”) in respect of the proposed sale of the vessel “METTE MÆRSK” (the “Vessel”) by the Seller to the Buyer as per Memorandum of Agreement dated 11 October 2006. 
 It is hereby acknowledged that the Bank agrees to open the Account in United States Dollars, bearing interest at a rate to be determined by the bank and varied from time
to time at the Bank’s sole discretion, subject to acceptance of each of the Seller and the Buyer to the following Terms and Conditions: 
 1. The Bank is
hereby authorised to: 
 a) to honour any orders to withdraw all or any part of the Deposit; and 
 b) to act on any instructions with regard to the Deposit and the Account 
 Provided that such instructions are received by the Bank in writing and signed on behalf of each of the Seller and the Buyer by any one of the person(s) authorised in accordance with the Powers of Attorney to be
supplied by the Seller and the Buyer. Such instructions may be jointly signed on one document or signed in counterpart. 
 2. In the absence of instructions
from each of the Seller and the Buyers described in paragraph 1 above or in the event that the Bank receives conflicting or ambiguous instructions from one or both of the Seller and the Buyer, whether before, at the time of or after the closing of
the proposed sale and purchase of the Vessel and whether or not the sale and purchase of the vessel has been completed, the Bank will not disburse all or any part of the Deposit unless it is in receipt of evidence satisfactory to it that in doing so
it will be complying with the terms of an order of a competent Court. 
 3. In consideration of the Bank agreeing to open and operate the Account, the
standard commission rate is USD 7,000 and will be payable, equally split between the Buyer and the Seller. 
 i) In the event that the Bank is in receipt of
instructions of the type described in Paragraph 2 which require the Bank not to make a disbursement of all or any part of the deposit otherwise than as contemplated in Paragraph 2, the Seller and the Buyer agree to reimburse any reasonable and
direct costs incurred by the Bank in connection herewith, including but not limited to legal and other fees and expenses. 
 The Bank is
hereby authorised to deduct any such sums referred to in i) above from the Deposit if not reimbursed to the Bank on demand separately by either or both of the Seller or the Buyer. 







 4. The Account will, subject to Paragraph 5, be opened by the Bank upon its receipt of this request, jointly signed on
behalf of each of the Seller and the Buyer below or in counterparts. 
 5. The Bank reserves the right to require such additional evidence as it may in its
sole discretion deem necessary to validate the authority of the individuals signing this request on behalf of either the Seller and/or the Buyer. 
 6. In the
performance of its obligations herein contained the Bank shall not be liable for any act taken or omitted by it in good faith and in exercise of its own reasonable judgement. 
 7. The Account is to be closed when the Deposit balance has become zero as a result of instructions or actions taken in accordance with paragraphs 1,2 or 3. 
 These authorities and the terms and conditions herein contained shall be governed by and be construed in accordance with English law and the Seller and the Buyer hereby
irrevocably submit to the non-exclusive jurisdiction of the English courts. 
  

			
	Yours faithfully,	  	
		
	Signed for and on behalf of	  	
		
	The Sellers:	  	The Buyers:
		
	A.P. Møller - Mærsk A/S	  	Seaspan Corporation
		
	/S/    A.P. MøLLER	  	/S/    GERRY WANG