Danaos(US:DAC)2025-10-16 20:15Reporting Requirements - The Issuer will provide annual reports on Form 20-F starting from the fiscal year ending December 31, 2025, including audited consolidated financial statements and Management's Discussion and Analysis (MD&A) [362] - Quarterly reports on Form 6-K will be submitted within 75 days after the end of the first three fiscal quarters, starting with the quarter ending September 30, 2025, containing unaudited financial statements and MD&A [363] - The Issuer must present financial information separately for Restricted and Unrestricted Subsidiaries in quarterly and annual reports [365] - The Issuer will be deemed to have furnished required information if it is publicly available on the SEC's website [366] Default and Events of Default - If the Notes achieve an Investment Grade Rating, certain covenants will be suspended until the Notes lose that rating [369] - The Issuer must ensure that no Default or Event of Default occurs immediately after any consolidation, merger, or asset sale [378] - Any default under the terms of the Issuer's Debt exceeding $75 million will be considered an Event of Default [384] - An Event of Default occurs if the Issuer or any Significant Subsidiary enters bankruptcy proceedings or consents to such actions [389] - Holders of at least 25% of the aggregate principal amount of the Notes can declare the principal and accrued interest immediately due upon an Event of Default [389] - If an Event of Default related to bankruptcy occurs, all outstanding Notes become immediately due and payable without further action [390] Trustee Responsibilities and Powers - The Trustee may file proofs of claim in judicial proceedings to recover amounts due under the Notes [404] - The Trustee is authorized to collect and distribute funds in a specified order, prioritizing amounts due to the Trustee and then to Holders [406] - The Trustee may refuse to follow directions that conflict with law or may involve personal liability [398] - The Trustee shall exercise rights and powers vested in it by the Indenture with the same degree of care as a prudent person would in their own affairs [415] - The Trustee is not liable for any indirect, special, punitive, or consequential loss or damage, including lost profits [423] - The Trustee may rely conclusively on documents believed to be genuine and signed by the proper person [427] - The Trustee is not required to give any bond or surety regarding the performance of its duties [433] - The Trustee may consult with counsel at the cost of the Issuer, and such advice shall provide full protection from liability [438] - The Trustee shall not be charged with notice of any Event of Default unless a Trust Officer has actual knowledge or received written notice [424] - The Trustee may refrain from taking action that it believes may be illegal or contrary to applicable law [426] - The Trustee is not responsible for compliance with restrictions on transfer, exchange, or redemption of Notes [441] - The Trustee may act through its attorneys and agents and is not responsible for their misconduct if appointed with due care [428] - The Trustee assumes that the Issuer is complying with its obligations under the Indenture unless actual knowledge suggests otherwise [442] Indemnification and Compensation - The Issuer must notify Holders of any Default within 15 Business Days after receiving written notice of such occurrence [447] - The Trustee is entitled to compensation for its services, which shall not be limited by any law on trustee compensation [450] - The Issuer and each Guarantor shall indemnify the Trustee against any loss or liability incurred without willful misconduct or gross negligence [452] - The Trustee's expenses incurred after a Default are intended to constitute expenses of administration under Bankruptcy Law [455] - The Issuer's obligations under indemnity provisions shall survive the resignation or removal of any Trustee [456] - A successor Trustee must be appointed promptly if the current Trustee resigns or is removed [458] - The Issuer shall reimburse the Trustee for all reasonable disbursements and expenses incurred [450] - The Trustee may appoint a co-trustee if necessary to comply with laws of any jurisdiction [465] Defeasance - The Issuer may elect to have either Legal Defeasance or Covenant Defeasance applied to all outstanding Notes [472] - Upon Legal Defeasance, the Issuer and Guarantors shall be deemed discharged from their obligations with respect to the outstanding Notes [473] - The Issuer and Guarantors will be released from obligations under specific covenants upon the exercise of Covenant Defeasance [476] - To exercise Covenant Defeasance, the Issuer must deposit sufficient funds to cover principal, premium, and interest on the outstanding Notes [477] - An Opinion of Counsel must confirm that beneficial owners of the Notes will not recognize income, gain, or loss for U.S. federal income tax purposes due to Covenant Defeasance [478] - If funds deposited for Covenant Defeasance are insufficient due to an Event of Default, the Issuer remains liable for such payments [479] - The Indenture and Notes will be discharged when all Notes have been delivered for cancellation or when all outstanding Notes are due and payable [480] - The Issuer must pay all sums due under the Indenture, Notes, and Guarantees for discharge to occur [481] - The Trustee will acknowledge the discharge of the Issuer's obligations after conditions for Covenant Defeasance are satisfied [484] - The Trustee shall hold cash deposited for Covenant Defeasance in trust and apply it to payments on the Notes [485] - The Issuer can request repayment of excess funds held by the Trustee after notifying holders of unclaimed money [486] - If legal proceedings prevent the application of cash, the Issuer's obligations under the Indenture will be reinstated [487] Notes and Payment Terms - The Issuer will not pay any consideration to holders of Notes for consent or waiver unless offered to all holders [499] - The Issuer must notify Holders of any supplemental indenture or waiver promptly after execution [501] - The Trustee will join in executing any amended or supplemental indenture upon written request from the Issuer [502] - Notices to Holders regarding the Notes must be mailed to their respective addresses as per the registration books [507] - Claims against the Issuer for payment of principal on the Notes will be prescribed ten years after the due date [528] - The Issuer irrevocably designates CT Corporation System as its authorized agent for service of process [521] - Each Holder waives liability for obligations of the Issuer under the Notes and Indenture [522] - The Issuer agrees to the exclusive jurisdiction of courts in Manhattan, New York for any legal proceedings [521] - The Trustee may make reasonable rules for action by or at a meeting of Holders [516] - The exchange of copies of the Indenture by facsimile or PDF constitutes effective execution and delivery [524] Issuance Details - Danaos Corporation issued unsecured senior obligations with an initial aggregate principal amount of $500 million due on October 15, 2032 [557] - The interest rate on the notes is set at 6.875%, with payments scheduled semi-annually starting March 1, 2026 [543] - The issuer has the option to redeem the notes prior to October 15, 2028, at a price equal to 100% of the principal amount plus applicable redemption premium [558] - The applicable redemption premium is defined as the greater of 1% of the principal amount or the present value of future payments discounted at the Treasury Rate plus 50 basis points [559] - Interest will be computed on a 360-day year basis, with payments made in immediately available funds [550] - The notes are governed by an indenture dated October 16, 2025, between Danaos Corporation and Citibank, N.A. as trustee [556] - Payments made under the notes will be free of withholding or deduction for taxes [551] - The notes are transferable only under specific conditions as outlined in the indenture [537] - Citibank, N.A., London Branch, will act as the registrar, paying agent, and transfer agent for the notes [554] - The notes are treated as a single class for all purposes under the indenture [557]