Published on December 15, 2023
Exhibit 10.11
SIXTH SUPPLEMENTAL INDENTURE
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).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (as amended and supplemented, the Indenture), dated as of May 8, 2015, providing for the issuance of 6.250% Senior Notes due 2025 (the Notes);
WHEREAS, Section 9.01(8) of the Indenture provides that, notwithstanding Section 9.02 of the Indenture, without the consent of any Holder, the Company, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes to make any change that would provide any additional rights or benefits to the Holders; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. GUARANTEE. Each Guaranteeing Subsidiary hereby provides an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.
4. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE 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.
6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.
[SIGNATURE PAGES FOLLOW]
2
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
| VIKING CRUISES LTD | ||
| By: | /s/ Leah Talactac |
|
| Name: Leah Talactac | ||
| Title: Director | ||
| VIKING EXPEDITION SHIP I LTD, as Guaranteeing Subsidiary | ||
| By: | /s/ Leah Talactac |
|
| Name: Leah Talactac | ||
| Title: Director | ||
| VIKING EXPEDITION SHIP II LTD, as Guaranteeing Subsidiary | ||
| By: | /s/ Leah Talactac |
|
| Name: Leah Talactac | ||
| Title: Director | ||
| VIKING CRUISES PORTUGAL, S.A., as Guarantor | ||
| By: | /s/ Paulo Fonseca |
|
| Name: Paulo Fonseca | ||
| Title: Managing Director | ||
| VIKING CRUISES CHINA LTD, as Guarantor | ||
| By: | /s/ Torstein Hagen |
|
| Name: Torstein Hagen | ||
| Title: Director | ||
[Signature Page to Sixth Supplemental Indenture]
| VIKING OCEAN CRUISES II LTD, as Guarantor | ||
| By: | /s/ Leah Talactac |
|
| Name: Leah Talactac | ||
| Title: Director | ||
| VIKING SUN LTD, as Guarantor | ||
| By: | /s/ Leah Talactac |
|
| Name: Leah Talactac | ||
| Title: Director | ||
| VIKING SEA LTD, as Guarantor | ||
| By: | /s/ Leah Talactac |
|
| Name: Leah Talactac | ||
| Title: Director | ||
| VIKING OCEAN CRUISES SHIP V LTD, as Guarantor | ||
| By: | /s/ Leah Talactac |
|
| Name: Leah Talactac | ||
| Title: Director | ||
| VIKING OCEAN CRUISES SHIP VI LTD, as Guarantor | ||
| By: | /s/ Leah Talactac |
|
| Name: Leah Talactac | ||
| Title: Director | ||
[Signature Page to Sixth Supplemental Indenture]
| VIKING OCEAN CRUISES SHIP VII LTD, as Guarantor | ||
| By: | /s/ Leah Talactac |
|
| Name: Leah Talactac | ||
| Title: Director | ||
| VIKING OCEAN CRUISES SHIP VIII LTD, as Guarantor | ||
| By: | /s/ Leah Talactac |
|
| Name: Leah Talactac | ||
| Title: Director | ||
| VIKING OCEAN CRUISES SHIP IX LTD, as Guarantor | ||
| By: | /s/ Leah Talactac |
|
| Name: Leah Talactac | ||
| Title: Director | ||
| VIKING OCEAN CRUISES SHIP X LTD, as Guarantor | ||
| By: | /s/ Leah Talactac |
|
| Name: Leah Talactac | ||
| Title: Director | ||
[Signature Page to Sixth Supplemental Indenture]
| VIKING OCEAN CRUISES SHIP XI LTD, as Guarantor | ||
| By: | /s/ Leah Talactac |
|
| Name: Leah Talactac | ||
| Title: Director | ||
| VIKING OCEAN CRUISES SHIP XII LTD, as Guarantor | ||
| By: | /s/ Leah Talactac |
|
| Name: Leah Talactac | ||
| Title: Director | ||
| VIKING USA LLC, as Guarantor | ||
| By: | /s/ Leah Talactac |
|
| Name: Leah Talactac | ||
| Title: Director | ||
| VIKING OCEAN CRUISES LTD, as Guarantor | ||
| By: | /s/ Leah Talactac |
|
| Name: Leah Talactac | ||
| Title: Director | ||
| VIKING OCEAN CRUISES FINANCE LTD, as Guarantor | ||
| By: | /s/ Leah Talactac |
|
| Name: Leah Talactac | ||
| Title: Director | ||
[Signature Page to Sixth Supplemental Indenture]
| VIKING OCEAN CRUISES SHIP I LTD, as Guarantor | ||
| By: | /s/ Leah Talactac |
|
| Name: Leah Talactac | ||
| Title: Director | ||
| VIKING OCEAN CRUISES SHIP II LTD, as Guarantor | ||
| By: | /s/ Leah Talactac |
|
| Name: Leah Talactac | ||
| Title: Director | ||
| DILO HOLDINGS LIMITED, as Guarantor | ||
| By: | /s/ Yumi Kim |
|
| Name: Yumi Kim | ||
| Title: Director | ||
| LASPENTA HOLDINGS LIMITED, as Guarantor | ||
| By: | /s/ Yumi Kim |
|
| Name: Yumi Kim | ||
| Title: Director | ||
[Signature Page to Sixth Supplemental Indenture]
| VIKING CATERING AG, as Guarantor | ||||
| By: | /s/ Hans Gabi |
/s/ Klaus Schemminger |
||
| Name: Hans Gabi | Klaus Schemminger | |||
| Title: Director | Director | |||
| VIKING CROISIERES S.A., as Guarantor | ||||
| By: | /s/ Tony Hofmann |
|||
| Name: Tony Hofmann | ||||
| Title: Director | ||||
| VIKING RIVER CRUISES AG, as Guarantor | ||||
| By: | /s/ Tony Hofmann |
/s/ Torstein Hagen |
||
| Name: Tony Hofmann | Torstein Hagen | |||
| Title: Director | Director | |||
| VIKING RIVER CRUISES (BERMUDA) LTD., as Guarantor | ||||
| By: | /s/ Leah Talactac |
|||
| Name: Leah Talactac | ||||
| Title: Director | ||||
| VIKING RIVER CRUISES, INC., as Guarantor | ||||
| By: | /s/ Torstein Hagen |
|||
| Name: Torstein Hagen | ||||
| Title: Director | ||||
[Signature Page to Sixth Supplemental Indenture]
| VIKING RIVER CRUISES (INTERNATIONAL) LLC, as Guarantor | ||
| By: | /s/ W. David B. Kippen |
|
| Name: W. David B. Kippen | ||
| Title: Director | ||
| VIKING RIVER CRUISES LTD, as Guarantor | ||
| By: | /s/ Leah Talactac |
|
| Name: Leah Talactac | ||
| Title: Director | ||
| VIKING RIVER CRUISES UK LIMITED, as Guarantor | ||
| By: | /s/ Wendy Atkin-Smith |
|
| Name: Wendy Atkin-Smith | ||
| Title: Managing Director | ||
| VIKING SERVICES LTD, as Guarantor | ||
| By: | /s/ W. David B. Kippen |
|
| Name: W. David B. Kippen | ||
| Title: Director | ||
| VIKING RIVER TOURS LTD, as Guarantor | ||
| By: | /s/ W. David B. Kippen |
|
| Name: W. David B. Kippen | ||
| Title: Director | ||
[Signature Page to Sixth Supplemental Indenture]
| PASSENGER FLEET LTD, as Guarantor | ||
| By: | /s/ Andrey Konstantinov |
|
| Name: Andrey Konstantinov | ||
| Title: General Director | ||
[Signature Page to Sixth Supplemental Indenture]
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee |
||
| By: | /s/ Lawrence M. Kusch |
|
| Authorized Signatory | ||
[Signature Page to Sixth Supplemental Indenture]