EX-4.30
Published on March 11, 2025
Exhibit 4.30
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 28, 2021, 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”).
RECITALS
WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee an Indenture dated as of February 2, 2021 (the “Original Indenture”), as amended by that certain First Supplemental Indenture date as of October 21, 2021 (the “First Supplemental Indenture” and together with the Original Indenture, the “Indenture”) pursuant to which the Company issued $350.0 million aggregate principal amount of its 7.000% Senior Notes due 2029 (the “Initial Notes”), which are guaranteed by the Guarantors;
WHEREAS, Section 2.01(d) of the Indenture provides, among other things, that Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Company, subject to certain conditions set forth in the Indenture;
WHEREAS, the Company wishes to issue $150.0 million in aggregate principal amount of Additional Notes (such Additional Notes, the “Additional Notes”);
WHEREAS, pursuant to Sections 9.01(a)(7) and 9.06 of the Indenture, the Company, the Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture;
WHEREAS, the Company and the Guarantors have requested and hereby direct 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 and approving this Supplemental Indenture; and
WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental Indenture by the Company and the Guarantors and to make this Supplemental Indenture valid and binding on the Company and the Guarantors 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:
DEFINITIONS
All capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Indenture.
Additional NOTES
1
MISCELLANEOUS
THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE ADDITIONAL NOTES.
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”) 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”) shall be deemed to be their original signatures for all purposes.
Anything in this Supplemental Indenture or the Additional Notes to the contrary notwithstanding, for the purposes of the transactions contemplated by this Supplemental Indenture, the Additional Notes and any document to be signed in connection with this Supplemental Indenture or the Additional Notes (including the Additional Notes and amendments, supplements, waivers, consents and other modifications, Officer’s Certificates, Authentication Orders and Opinions of Counsel and other issuance, authentication and delivery documents) or the transactions contemplated hereby may be signed by manual signatures that are scanned, photocopied or faxed or other electronic signatures created on an electronic platform (such as DocuSign) or by digital signature (such as Adobe Sign), in each case that is approved by the Trustee, and contract formations on electronic platforms approved by the Trustee, and the keeping of records in electronic form, are hereby authorized, and each shall be of the same legal effect, validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as the case may be.
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 and in the Additional Notes shall be taken as statements of the Company and the Guarantors, and the Trustee does not assume any responsibility for their correctness and the Trustee shall not be accountable for the Company’s use of the proceeds of the Additional Notes. The Trustee makes no representations as to (i) the validity, sufficiency or adequacy of this Supplemental Indenture or the Additional Notes, (ii) the proper authorization hereby by the Company or the Guarantors by action or otherwise, (iii) the due execution hereof by the Company or the Guarantors or (iv) the consequences of any amendment herein provided for.
2
The Indenture, as supplemented by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.
The Company and the Guarantors hereby represent and warrant that this Supplemental Indenture is their legal, valid and binding obligation, enforceable against each of them 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 PAGES FOLLOW]
3
IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.
VIKING CRUISES LTD
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
VIKING EXPEDITION LTD, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
VIKING EXPEDITION SHIP I LTD, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
VIKING EXPEDITION SHIP II LTD, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
VIKING CRUISES PORTUGAL, S.A., as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
VIKING CRUISES CHINA LTD, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
[Signature page to Third Supplemental Indenture]
VIKING OCEAN CRUISES II LTD, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
VIKING SUN LTD, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
VIKING SEA LTD, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
VIKING OCEAN CRUISES SHIP V LTD, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
VIKING OCEAN CRUISES SHIP VI LTD, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
VIKING OCEAN CRUISES SHIP VII LTD, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
[Signature page to Second Supplemental Indenture]
VIKING OCEAN CRUISES SHIP VIII LTD, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
VIKING OCEAN CRUISES SHIP IX LTD, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
VIKING OCEAN CRUISES SHIP X LTD, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
VIKING USA LLC, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
VIKING OCEAN CRUISES LTD, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
VIKING OCEAN CRUISES FINANCE LTD, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
[Signature page to Second Supplemental Indenture]
VIKING OCEAN CRUISES SHIP I LTD, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
VIKING OCEAN CRUISES SHIP II LTD, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
DILO HOLDINGS LIMITED, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
LASPENTA HOLDINGS LIMITED, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
VIKING CROISIERES S.A., as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
VIKING RIVER CRUISES AG, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
[Signature page to Second Supplemental Indenture]
VIKING RIVER CRUISES (BERMUDA) LTD, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
VIKING RIVER CRUISES, INC., as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
VIKING RIVER CRUISES (INTERNATIONAL) LLC, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
VIKING RIVER CRUISES LTD, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
VIKING RIVER CRUISES UK LIMITED, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
VIKING SERVICES LTD, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
[Signature page to Second Supplemental Indenture]
VIKING RIVER TOURS LTD, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
PASSENGER FLEET LTD, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
VIKING OCEAN CRUISES SHIP XI LTD, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
VIKING OCEAN CRUISES SHIP XII LTD, as Guarantor
By: ____/s/ Torstein Hagen_____________
Name: Torstein Hagen
Title: Authorized Signatory
[Signature page to Second Supplemental Indenture]
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By: ____/s/ Lawrence M. Kusch _____________
Title: Authorized Signatory
[Signature page to Second Supplemental Indenture]