VIKING CRUISES LTD AND EACH OF THE GUARANTORS PARTY HERETO 9.125% SENIOR NOTES DUE 2031 INDENTURE Dated as of June 30, 2023 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as TrusteeIndenture • April 5th, 2024 • Viking Holdings LTD • Water transportation • New York
INDENTURE dated as of June 30, 2023 among Viking Cruises Ltd, an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Company”), the Guarantors (as defined) party hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (in such capacity, the “Trustee”).
VIKING CRUISES LTD AND EACH OF THE GUARANTORS PARTY HERETO 6.250% SENIOR NOTES DUE 2025 INDENTURE Dated as of May 8, 2015 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as TrusteeIndenture • April 5th, 2024 • Viking Holdings LTD • Water transportation • New York
INDENTURE dated as of May 8, 2015 among Viking Cruises Ltd, an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Company”), the Guarantors (as defined) party hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (in such capacity, the “Trustee”).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • April 5th, 2024 • Viking Holdings LTD • Water transportation
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 1, 2017, among Viking Cruises Portugal, S.A. (the “Guaranteeing Subsidiary”), a subsidiary of Viking Cruises Ltd (or its permitted successor), an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).
VIKING CRUISES LTD AND EACH OF THE GUARANTORS PARTY HERETO FIFTH SUPPLEMENTAL INDENTURE Dated as of January 31, 2018 to INDENTURE Dated as of May 8, 2015 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as TrusteeIndenture • April 5th, 2024 • Viking Holdings LTD • Water transportation • New York
FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 31, 2018, among Viking Cruises Ltd, an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Company”), the Guarantors party hereto 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”).
SEVENTH SUPPLEMENTAL INDENTURESupplemental Indenture • April 5th, 2024 • Viking Holdings LTD • Water transportation
SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 15, 2020, among Viking Expedition Ltd, an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Guaranteeing Subsidiary”), a subsidiary of Viking Cruises Ltd (or its permitted successor), an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • April 5th, 2024 • Viking Holdings LTD • Water transportation
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 14, 2016, among Viking Ocean Cruises Ltd, Viking Ocean Cruises Finance Ltd, Viking Cruises Ship I Ltd, Viking Cruises Ship II Ltd, and Viking Ocean Cruises Ship IV Ltd (each, a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of Viking Cruises Ltd (or its permitted successor), an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • April 5th, 2024 • Viking Holdings LTD • Water transportation
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 27, 2018, among Viking Ocean Cruises Ltd, an exempted company incorporated with limited liability organized under the laws of Bermuda (“VOC”), Viking Cruises Ltd, an exempted company incorporated with limited liability organized under the laws of Bermuda (“VCL”), Viking Ocean Cruises Ship I Ltd, an exempted company incorporated with limited liability organized under the laws of Bermuda (“VOC Ship I”), Viking Ocean Cruises Ship II Ltd, an exempted company incorporated with limited liability organized under the laws of Bermuda (together with VCL and VOC Ship I, the “Initial Guarantors”), The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”), and Wilmington Trust, National Association, as collateral agent under the Indenture referred to below (the “Collateral Agent”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • April 5th, 2024 • Viking Holdings LTD • Water transportation
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 30, 2017, among Viking Ocean Cruises II Ltd, Viking Sea Ltd, Viking Sun Ltd, Viking Ocean Cruises Ship V Ltd, Viking Ocean Cruises Ship VI Ltd, Viking Ocean Cruises Ship VII Ltd, Viking Ocean Cruises Ship VIII Ltd, Viking Ocean Cruises Ship IX Ltd, Viking Ocean Cruises Ship X Ltd, Viking Ocean Cruises Ship XI Ltd, Viking Ocean Cruises Ship XII Ltd, and Viking USA LLC (each, a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of Viking Cruises Ltd (or its permitted successor), an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).
VIKING CRUISES LTD AND EACH OF THE GUARANTORS PARTY HERETO SECOND SUPPLEMENTAL INDENTURE Dated as of January 31, 2018 to INDENTURE Dated as of September 20, 2017 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as TrusteeIndenture • April 5th, 2024 • Viking Holdings LTD • Water transportation • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 31, 2018, among Viking Cruises Ltd, an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Company”), the Guarantors party hereto 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”).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • April 5th, 2024 • Viking Holdings LTD • Water transportation
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 11, 2018, among Viking Sea Ltd, an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Guaranteeing Entity”), Viking Ocean Cruises Ltd, an exempted company incorporated with limited liability organized under the laws of Bermuda (as successor to VOC Escrow Ltd, the “Issuer”), The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”), and Wilmington Trust, National Association, as collateral agent under the Indenture referred to below (the “Collateral Agent”).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • April 5th, 2024 • Viking Holdings LTD • Water transportation
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 15, 2020, among Viking Expedition Ltd, an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Guaranteeing Subsidiary”), a subsidiary of Viking Cruises Ltd (or its permitted successor), an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).
WARRANT TO PURCHASE ORDINARY SHARES OF VIKING HOLDINGS LTDViking Holdings LTD • April 5th, 2024 • Water transportation • New York
FOR VALUE RECEIVED, Viking Holdings Ltd, an exempted company incorporated with limited liability under the laws of Bermuda, having its registered office at Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda (the “Company”), hereby certifies that Viking Capital Limited, a company incorporated in the Cayman Islands with company number CT-248737 (“VC”), or its registered assigns (“Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, during the Exercise Period, up to 167,950 Warrant Shares at a purchase price of US$0.01 per share (the “Exercise Price”). The Exercise Price and number of Warrant Shares issuable hereunder are each subject to appropriate adjustment from time to time as set forth herein (the maximum number of Warrant Shares issuable hereunder, as so adjusted, the “Total Warrant Shares”). This Warrant is issued in connection with the financing being provided to the Company under the Subscription Agreement.
AND VIKING CRUISES LTD 5.625% SENIOR SECURED NOTES DUE 2029 INDENTURE Dated as of February 2, 2021 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral AgentIndenture • April 5th, 2024 • Viking Holdings LTD • Water transportation • New York
INDENTURE dated as of February 2, 2021 among Viking Ocean Cruises Ship VII Ltd, an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Issuer”), Viking Cruises Ltd, an exempted company incorporated with limited liability organized under the laws of Bermuda, as a guarantor, The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (in such capacity, the “Trustee”), and Wilmington Trust, National Association, a national banking association, as collateral agent (in such capacity, the “Collateral Agent”).
VIKING CRUISES LTD FIRST SUPPLEMENTAL INDENTURE Dated as of February 23, 2024 to INDENTURE Dated as of June 30, 2023 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as TrusteeIndenture • April 5th, 2024 • Viking Holdings LTD • Water transportation • New York
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”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • April 5th, 2024 • Viking Holdings LTD • Water transportation
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 5, 2017, among Viking Cruises China Ltd (the “Guaranteeing Subsidiary”), each a subsidiary of Viking Cruises Ltd (or its permitted successor), an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • April 5th, 2024 • Viking Holdings LTD • Water transportation
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 1, 2017, among Viking Cruises Portugal, S.A. (the “Guaranteeing Subsidiary”), a subsidiary of Viking Cruises Ltd (or its permitted successor), an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).
SIXTH SUPPLEMENTAL INDENTURESupplemental Indenture • April 5th, 2024 • Viking Holdings LTD • Water transportation
SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 26, 2019, among Viking Expedition Ship I Ltd and Viking Expedition Ship II Ltd (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of the Company, Viking Cruises Ltd (or its permitted successor), an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 5th, 2024 • Viking Holdings LTD • Water transportation • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and effective as of [ ], 2024, by and between Viking Holdings Ltd, an exempted company incorporated with limited liability under the laws of Bermuda (the “Company”), and [ ] (“Indemnitee”).
THIRD SUPPLEMENTAL INDENTURESupplemental Indenture • April 5th, 2024 • Viking Holdings LTD • Water transportation • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 5, 2018, among Viking Cruises Ltd, an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Company”), the Guarantors party hereto 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”).
