____________________________________________________________________________

 

VIKING OCEAN CRUISES LTD,

as successor to VOC Escrow Ltd

 

5.000% SENIOR SECURED NOTES DUE 2028

 

THIRD SUPPLEMENTAL INDENTURE

Dated as of March 30, 2022

to

INDENTURE

Dated as of February 5, 2018

 

 

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

 

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent

 

____________________________________________________________________________

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 30, 2022, among Viking Ocean Cruises Ltd, an exempted company incorporated with limited liability organized under the laws of Bermuda (as successor issuer to VOC Escrow Ltd, the “Company”), the guarantors party hereto (the “Guarantors”), 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”) and Wilmington Trust, National Association, a national banking association, as collateral agent under the Indenture hereinafter referred to (in such capacity, the “Collateral Agent”).

RECITALS

WHEREAS, the Company has heretofore executed and delivered to the Trustee and the Collateral Agent an Indenture dated as of February 5, 2018 (as amended and supplemented, the “Indenture”), pursuant to which the Company has issued $675,000,000 aggregate principal amount of its 5.000% Senior Secured Notes due 2028 (the “Notes”), which are guaranteed by the guarantors party to the Indenture;

WHEREAS, Section 9.01(a)(1) of the Indenture provides, among other things, that the Company, the guarantors party thereto, the Trustee and the Collateral Agent may amend or supplement the Indenture without the consent of any Holder of outstanding Notes to cure any ambiguity, mistake, defect or inconsistency;

WHEREAS, the Indenture contains a mistake because clause (5) of the definition of “Permitted Liens” contains a mistaken reference to Section 4.09(b)(4) instead of to Section 4.09(b)(5), which pertains to the parallel basket under Section 4.09(b) for the Indebtedness described in such clause (5) of “Permitted Liens”;

WHEREAS, the Company has requested and hereby directs that the Trustee and the Collateral Agent 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 and the Collateral Agent, 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:

All capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Indenture.

In Clause (5) of the definition of “Permitted Liens” in Section 1.01 of the Indenture, the reference to Section 4.09(b)(4) is hereby replaced with a reference to Section 4.09(b)(5).

This Supplemental Indenture shall become effective upon its execution and delivery by the parties hereto.

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

The parties may sign any number of copies of this Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or electronic format (i.e., “pdf” or “tif” or any electronic signature complying with the U.S. federal ESIGN Act of 2000) or other electronically imaged transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic format (i.e., “pdf” or “tif” or any electronic signature complying with the U.S. federal ESIGN Act of 2000) or other electronically imaged transmission shall be deemed to be their original signatures for all purposes. Any certificate and any other document delivered in connection with this Supplemental Indenture may be signed by or on behalf of the signing party by manual, facsimile or electronic format (i.e., “pdf” or “tif” or any electronic signature complying with the U.S. federal ESIGN Act of 2000) or other electronically imaged transmission. Neither the Trustee nor the Collateral Agent shall have a duty to inquire into or investigate the authenticity or authorization of any such electronic signature and shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto.

The headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and will in no way modify or restrict any of the terms or provisions hereof.

The statements and recitals contained herein shall be taken as statements of the Company, and neither the Trustee nor the Collateral Agent assumes any responsibility for their correctness. The Trustee and the Collateral Agent make no representations as to (i) the validity, sufficiency or adequacy of this Supplemental Indenture, (ii) the proper authorization hereby by the Company by action or otherwise, (iii) the due execution hereof by the Company or (iv) the consequences of any amendment herein provided for.

The Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.

The Company hereby represents and warrants that this Supplemental Indenture is its legal, valid and binding obligation, enforceable against it in accordance with its terms.

In case any provision in this Supplemental Indenture is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

[Signature Page Follows]

 

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 OCEAN CRUISES LTD

 

By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory

VIKING CRUISES LTD

 

By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory

VIKING SEA LTD

 

By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory

VIKING OCEAN CRUISES SHIP I LTD

 

By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory

VIKING OCEAN CRUISES SHIP II LTD

 

By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory

 

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By: ____/s/ Lawrence M. Kusch _____________
Title: Authorized Signatory

 

 

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent

By: ____/s/ Hailey E. Field_____________
Name: Hailey E. Field

Title: Vice President