FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 23, 2024, among Viking Cruises Ltd, an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Company”), the guarantors party thereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee under the Indenture hereinafter referred to (in such capacity, the “Trustee”).
RECITALS
WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture dated as of June 30, 2023 (the “Indenture”), pursuant to which the Company has issued $720,000,000 aggregate principal amount of its 9.125% Senior Notes due 2031 (the “Notes”), which are guaranteed by the guarantors party to the Indenture;
WHEREAS, Section 9.01(a)(5) of the Indenture provides, among other things, that the Company, the guarantors party thereto and the Trustee may amend or supplement the Indenture without the consent of any Holder of outstanding Notes to conform the text of the Indenture to any provision of the “Description of Notes” section of the Offering Memorandum (as defined in the Indenture) to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, which intent may be evidenced by an Officer’s Certificate to that effect;
WHEREAS, the Company has requested and hereby directs that the Trustee join with the Company and the Guarantors in the execution of this Supplemental Indenture;
WHEREAS, the Company has duly adopted, and delivered to the Trustee, resolutions of its Board of Directors authorizing the execution of and approving this Supplemental Indenture; and
WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental Indenture by the Company and to make this Supplemental Indenture valid and binding on the Company have been complied with or have been done or performed.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
All capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Indenture.
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