Viking Holdings Ltd [•] Ordinary Shares Underwriting AgreementUnderwriting Agreement • September 9th, 2024 • Viking Holdings LTD • Water transportation • New York
Certain shareholders named in Schedule 2 hereto (the “Selling Shareholders”) of Viking Holdings Ltd, an exempted company incorporated with limited liability under the laws of Bermuda (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] ordinary shares, par value $0.01 per share, of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Shareholders propose to sell, at the option of the Underwriters, up to an additional [•] ordinary shares of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The ordinary shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Ordinary Shares.”
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 • August 30th, 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 • August 30th, 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”).
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 • August 30th, 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”).
WARRANT TO PURCHASE ORDINARY SHARES OF VIKING HOLDINGS LTDWarrant Agreement • August 30th, 2024 • Viking Holdings LTD • 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.
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • August 30th, 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 TrusteeFifth Supplemental Indenture • August 30th, 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 • August 30th, 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 INDENTURESupplemental Indenture • August 30th, 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 • August 30th, 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”).
SIXTH SUPPLEMENTAL INDENTURESupplemental Indenture • August 30th, 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”).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • August 30th, 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 TrusteeSecond Supplemental Indenture • August 30th, 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”).
THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 30th, 2024 • Viking Holdings LTD • Water transportation • New York
THIS THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of April 25, 2024, by and among 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”), Viking Capital Limited, a company incorporated in the Cayman Islands with company number CT-248737 (“Viking Capital”), CPP Investment Board PMI-3 Inc. (“PMI-3”), a Canadian corporation and wholly owned subsidiary of Canada Pension Plan Investment Board, a Canadian corporation (“CPP”), registered with Industry Canada under number 704767-3, with its registered address at One Queen Street East, Suite 2500, Toronto ON M5C 2W5, Canada, and TPG VII Valhalla Holdings, L.P., an exempted limited partnership registered in the Cayman Islands (“TPG”). PMI-3 and TPG are referred to hereinafter as the “Investors” and each individually as an “Investor.” This Agreemen
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 TrusteeFirst Supplemental Indenture • August 30th, 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 • August 30th, 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 INDENTURESupplemental Indenture • August 30th, 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”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • August 30th, 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 30th, 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”).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • August 30th, 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 • December 15th, 2023 • 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”).
FOURTH SUPPLEMENTAL INDENTURESupplemental Indenture • August 30th, 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”).
VIKING OCEAN CRUISES SHIP VII LTD AND VIKING CRUISES LTD SECOND SUPPLEMENTAL INDENTURE Dated as of October 24, 2024 to INDENTURE Dated as of February 2, 2021 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee WILMINGTON TRUST, NATIONAL...Second Supplemental Indenture • October 24th, 2024 • Viking Holdings LTD • Water transportation • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 24, 2024, among Viking Holdings Ltd, an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Guaranteeing Entity” or “VHL”), 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, (“VCL” or the “Company”), as guarantor (the “Existing Guarantor”), 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”).
GUARANTEE AGREEMENT dated and effective as of October 24, 2024 among VIKING HOLDINGS LTD. andGuarantee Agreement • October 24th, 2024 • Viking Holdings LTD • Water transportation • New York
This GUARANTEE AGREEMENT, dated as of October 24, 2024 (as amended, restated, supplemented or otherwise modified from time to time, this “Holdings Guaranty”), by and among VIKING HOLDINGS LTD, an exempted company incorporated with limited liability organized under the laws of Bermuda (“Holdings”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, together with any successors and permitted assigns thereto, the “Administrative Agent”) for the Secured Parties.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • December 15th, 2023 • 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”).
