展品10.5

维京海洋邮轮船舶七有限公司

及

VIKING CRUISES LTD

截至2029年到期的5.625％优先有担保票据

第二次补充契约

日期为2024年10月24日

1-4482

契约书

日期截至2021年2月2日

纽约梅隆银行信托公司，N.A.作为信托人

作为抵押代理的威明顿信托国民协会

第二次补充契约

第二次补充契约（本 '补充契约）于2024年10月24日订立，由维京控股有限公司（简称“担保实体”或“VHL）, Viking Ocean Cruises Ship VII Ltd，一家根据百慕达法律组织成立的有限责任豁免公司（简称“薪酬”），维京邮轮有限公司，一家根据百慕达法律注册成立的免责公司有限公司（VCL”或“权益代理”），作为担保人（现有担保人”），纽约梅隆银行信托有限公司，作为下文所述的信托契据下的受托人（信托”), and Wilmington Trust, National Association, as collateral agent under the Indenture referred to below (the “抵押物代理”).

W I t N E S S E t H

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee and the Collateral Agent an indenture (as supplemented and amended prior to the date hereof, the “抵押权契约”), dated as of February 2, 2021 providing for the issuance of 5.625% Senior Secured Notes due 2029 (the “注释”);

鉴于，信托的第9.01(a)(4)条款规定，其他事项包括，发行人、有担保的一方、受托人和抵押代理人可以修改或补充信托凭证，而无需任何持有未偿还债券的持有人同意，以使得任何改变为持有人提供额外权利或利益，并且不会在实质上不利地影响任何此类持有人根据信托凭证的法律权利；

鉴于，VHL，公司的母公司实体，希望担保发行人在此处所载条款和条件下的所有债券和信托凭证义务，以使持有人、受托人和抵押代理人受益；

鉴于，发行人希望修改信托凭证的序文和1.01、4.03和10.05条款，并增加新的10.06和10.07条款至信托凭证，以便VHL能够提供对发行人在债券和信托凭证下的义务的完整和无条件担保，并在根据此补充信托凭证生效后，根据此补充信托凭证，VHL同意提供其经已验证的合并年度财务报表和简明合并季度财务报表给受托人和债券持有人，以取代公司目前的报告义务；

鉴于，发行人已经通过其董事会授权，并向受托人和抵押代理人交付，授权执行并批准此补充信托凭证；

鉴于，确保授权发行人和现有担保人签署和交付此补充信托凭证的所有必要条件已经遵守或已完成或已执行；并

鉴于，根据信托凭证第9.01条的条款，受托人和抵押代理人各自被授权签署和交付此补充信托凭证。

 

2

基于上述事实并为其他良好且有价值的考量，特此甲乙双方确认其足够性和适当性，特此达成以下协议：

第一条

DEFINITIONS

第1.01节 定义所有大写字母用语的涵义若未在此作其他定义，则应按照信托契约所指定的意义而解释。

第二条

修正案

第2.01节 修订事项.

(a)将信托契约前言修改如下（建议添加到信托契约中的文字如下所示 粗体双底线)

“于2021年2月2日缔结之信托契约，由在百慕达法律下组织成立之受限公司Viking Ocean Cruises船舶第七号有限公司（以下简称「发行人」） VHL（如下定义）, Viking Cruises Ltd，一家在百慕达法律下组织成立的免税有限公司，作为担保人，The Bank of New York Mellon Trust Company，N.A.，一家国家银行协会，作为受托人（在此资格下为「受托人」），以及Wilmington Trust，National Association，一家国家银行协会，作为担保代理人（在此资格下为 「担保代理人」）。

该发行人，VHL， 公司（如所定义），受托人和抵押品代理人同意如下，以互惠互利，为发行人截至2029年到期的5.625%偿还债券（“ 债券”）的持有人（如所定义）平等和无差别的利益：

（b）根据Indenture第1.01条的修改，按照字母排序插入以下新的定义条款（拟添加到Indentures的文本以粗体双下划线显示）：

“VHL”表示Viking Holdings Ltd，一家根据百慕大法律注册成立的有限豁免公司，及根据此Indenture担保债券和Indenture项下的发行人义务的其继承人和受让人，直至根据此Indenture的规定释放该人的担保。

“VHL担保”表示VHL对债券和此Indenture项下的发行人义务作出全面且无条件的担保，根据此Indenture第10.06条的规定。”

（c）Indenture第4.03条按照完全书写以下内容进行修改（拟添加到Indentures的文本以粗体双下划线显示） 粗体双下划线显示):

“第4.03条 报告。

只要有任何债券未清偿，公司将向受托人提供：

(1) 在公司财政年度结束后120天内，从截至2021年12月31日的财政年度开始，提供年度报告，内容如下

 

3

资讯应与《招股说明书》及以下资讯在详细程度上基本相当且范围相似，包括以下内容： （A）公司最近两个财政年度结束时的经已审核之合并资产负债表，以及最近三个财政年度的公司经已审核之合并损益表和现金流量表，包括对这些财务报表的完整脚注和独立核数师对财务报表的报告； （B）公司的拟态损益表和资产负债表资讯，连同解释性脚注，涉及自最近完成的财政年度开始以来已发生的任何重大收购、处分或资本重组情况（除非根据下文的第（2）或（3）款，已在之前的报告中提供此拟态信息）；倘若该拟态财务资讯无需费用不合理的情况下即可提供，则应提供； （C）对已审核财务报表的经营和财务评论，包括对营运结果的讨论（包括各业务板块的讨论）、财务状况及流动性和资本资源的讨论，以及对重大承诺和条款、条件以及关键会计政策的讨论； （D）关于公司业务、管理层和股东、重要关联交易及重要债务工具的说明；以及 （E）重大风险因素和重大最近事件；倘若任何披露事项在所有重要方面均符合根据美国《交易所法》第20-F表格的要求而提供的年度报告相关于该事项，则应视为满足本条款第（1）款中对该事项所列公司的义务；

(2) 公司每个财政年度的每个首三个季度结束后在不超过自2021年3月31日结束的财季起计，须于60日内，提供包括以下资讯的季度报告： （A）该季度结束时的未经审核简明合并资产负债表和该季度及截至未经审核简明资产负债表日期的简明收入和现金流量表，以及可供公司比较的去年同期（可能以拟态方式呈现），连同简明脚注披露； （B）公司的拟态损益表和资产负债表资讯，连同解释性脚注，涉及自最近完成的财季开始以来已发生的任何重大收购、处分或资本重组情况（除非根据本条款第（2）中的子款（A）或（C）已在之前的报告中提供此拟态信息）；倘若该拟态财务资讯无需费用不合理的情况下即可提供，则应提供； （C）对未经审核财务报表的经营和财务评论，包括对公司合并财务状况和营运结果的讨论以及当期季度与前一年同期之间的任何重大变化；以及 （D）重大最近事项；以及

(3) 在任何主要收购、处置或重组控制项和受限子公司整体上发生后，或公司的任何高级行政人员变动、公司的稽核师变更或公司公开宣布的任何其他重大事件发生后，应立即提供一份包含该事件描述的报告。

(b) 与上述每份报告的提供同时，公司将其发布在网站上或在IntraLinks或任何可比较的密码下。

 

4

protected online data system, which will require a confidentiality acknowledgement (but not restrict the recipients of such information in trading of securities of the Company or its Affiliates).

(c) Within ten Business Days of the furnishing of each such report discussed above, the Company will hold a conference call related to the report. Details regarding access to such conference call will be posted at least 24 hours prior to the commencement of such call on the website, IntraLinks or other online data system on which the report is posted, provided, however, that so long as the VHL Guarantee remains in effect, if VHL holds a conference call to discuss the financial condition and results of operations of VHL and its consolidated Subsidiaries for the most recently-ended period for which financial statements have been or will be delivered pursuant to this Section 4.03, the Company will not be required to hold a second, separate call for the Holders as long as access information regarding such conference call is made available at VHL’s investor relations website ahead of such conference call.

(d) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Subsidiaries are Significant Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

(e) All financial statements shall be prepared in accordance with IFRS; provided that the Board of Directors of the Company may elect not to comply with the treatment of direct marketing and advertising costs under IAS 38, Intangible Assets, and, as determined in good faith by the Board of Directors of the Company, any other IFRS requirements inconsistent with industry practice. The footnotes to such financial statements shall explain in reasonable detail any such non-IFRS practices used in the preparation of such financial statements. Except as provided in the second preceding sentence, all financial statements shall be prepared in accordance with IFRS on a consistent basis for the periods presented; provided, however, that the reports set forth in Section 4.03(a) above may, in the event of a change in applicable IFRS present earlier periods on a basis that applied to such periods, subject to the provisions of this Indenture. Except as provided for above, no report need include separate financial statements for the Company or Subsidiaries of the Company or any disclosure with respect to the results of operations or any other financial or statistical disclosure not of a type included in the Offering Memorandum.

(f) In addition, for so long as any Notes remain outstanding, the Company will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the U.S. Securities Act.

(g) The Trustee shall have no duty to examine any of such reports, information or documents to ascertain whether they contain the information and otherwise comply with the foregoing; the sole duty of the Trustee in respect of same being to file the same and make them available to Holders during normal business hours upon reasonable prior written request. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

Notwithstanding any other provision of this Section 4.03, so long as the VHL Guarantee remains in effect, the reports, documents and other information required to be delivered to the

 

5

Holders of the Notes pursuant to this Section 4.03 may, be satisfied by VHL (or any successor parent entity of the Company that assumes the guarantee obligations hereunder of VHL) filing or furnishing with the SEC, within the time periods specified in this Section 4.03, its annual and quarterly reports (other than the fourth quarter) and such other financial information required to be filed by it (or any such successor entity, as applicable) pursuant to Section 13 or 15(d) of the Exchange Act and such reports comply with the requirements of Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provision).

The Trustee and the Collateral Agent may conclusively presume without independent investigation or inquiry that the (i) VHL Guarantee constitutes a full and unconditional guarantee of the Notes within the meaning of Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provision) and (ii) the VHL annual and quarterly reports and such other financial information referred to in the preceding paragraph comply with the requirements of Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provision), and the Trustee and the Collateral Agent shall, in each case, be fully protected and have no liability in so presuming”

(d) Section 10.05 of the Indenture is hereby amended to read in its entirety as follows (text that is proposed to be added to the Indentures is shown in bold double underlined):

“Section 10.05 Note Guarantees Release.

(a) If, in the future, there were to be a Subsidiary Guarantor of the Notes, the Note Guarantee of that Subsidiary Guarantor (if any) will automatically be released:

(1) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger, consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.10 of this Indenture;

(2) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.10 of this Indenture and the Subsidiary Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition;

(3) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture;

(4) upon repayment of the Notes; or

(5) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture as provided in Section 8.02, Section 8.03 and Section 11.01;

provided that, in each case, the Company, the Issuer or such Subsidiary Guarantor has delivered to the Trustee and the Collateral Agent an Officer’s Certificate (which may be combined with any other Officer’s Certificate required to be delivered pursuant to other provisions referenced in the foregoing clauses) stating that all conditions precedent provided for in this Indenture and the Security Documents relating to such release have been complied with.

 

6

(b) Any additional Note Guarantee by a Guarantor pursuant to Section 4.17 hereof shall be automatically released when the Indebtedness that caused such Guarantor to enter into the additional Note Guarantee pursuant to Section 4.17 hereof has been fully discharged or no longer Guaranteed; provided however that the Trustee or Collateral Agent shall not be required to execute any documentation related to such automatic release unless such Guarantor has delivered to the Trustee and the Collateral Agent an Officer’s Certificate stating that all conditions precedent provided for in this Indenture and the Security Documents relating to such release have been complied with.

(c) The VHL Guarantee will be automatically released:

(1) in connection with any sale or other disposition of all or substantially all of the assets of VHL (including by way of merger, consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary;

(2) upon repayment of the Notes; or

(3) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture as provided in Section 8.02, Section 8.03 and Section 11.01;

provided that, in each case, the Company, the Issuer or VHL has delivered to the Trustee and the Collateral Agent an Officer’s Certificate (which may be combined with any other Officer’s Certificate required to be delivered pursuant to other provisions referenced in the foregoing clauses) stating that all conditions precedent provided for in this Indenture and the Security Documents relating to such release have been complied with.”

(e) Section 10.06 and Section 10.07 are hereby added in the Indenture, which shall provide as follows (text that is proposed to be added to the Indentures is shown in bold double underlined):

“Section 10.06 VHL Guarantee.

(a) Subject to this Section 10.06, VHL, upon executing a counterpart of a supplemental indenture in order to provide the VHL Guarantee, hereby fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and the Collateral Agent and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Issuer hereunder or thereunder, that:

(1) the principal of, premium, if any, on, and interest and Additional Amounts, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, on and interest and Additional Amounts, if any, on the Notes (to the extent permitted by law) and all other Obligations of the Issuer to the Holders, the Trustee or the Collateral Agent hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(2) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

 

7

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, VHL will be obligated to pay the same immediately. VHL agrees that this is a guarantee of payment and not a guarantee of collection.

(b) VHL hereby agrees that its obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. VHL hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant that this VHL Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and this Indenture.

(c) If any Holder, the Collateral Agent or the Trustee is required by any court or otherwise to return to or for the benefit of the Issuer, VHL, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer, VHL, or the Guarantors, any amount paid by either the Issuer, VHL, or the Guarantors to the Trustee, the Collateral Agent or such Holder, this VHL Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

(d) VHL agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. VHL further agrees that, as between VHL, on the one hand, and the Holders, the Trustee and the Collateral Agent, on the other hand, (1) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this VHL Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and payable) will forthwith become due and payable by VHL for the purpose of this VHL Guarantee. VHL will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders, the Trustee or the Collateral Agent under the VHL Guarantee.

Section 10.07 Limitation on VHL Liability.

(a) VHL, the Trustee, the Collateral Agent and, by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the VHL Guarantee does not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar national, federal, local or state law, a voidable preference, financial assistance or improper corporate benefit or violate the corporate purpose of VHL or any applicable capital maintenance or similar laws or regulations affecting the rights of creditors generally under any applicable law or regulation, in each case, to the extent applicable to such VHL Guarantee. To effectuate the foregoing intention, the Trustee, the Collateral Agent, the Holders and VHL hereby irrevocably agree that the Obligations of VHL will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of VHL that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of VHL in respect of the Obligations of VHL under this Article 10, result in the Obligations of VHL under its VHL Guarantee not

 

8

constituting a fraudulent transfer or conveyance or a voidable preference, financial assistance or improper corporate benefit, or violating the corporate purpose of VHL or any applicable capital maintenance or similar laws or regulations affecting the rights of creditors generally under any applicable law or regulation.

(b) The VHL Guarantee shall be limited to the net assets of VHL at the relevant time.”

ARTICLE III

THE VHL GUARANTEE

Section 3.01. VHL Guarantee. VHL, by delivering an executed counterpart of this Supplemental Indenture, fully and unconditionally guarantees all of the Issuer’s Obligations under the Notes and the Indenture for the benefit of the Holders, the Collateral Agent and the Trustee on the terms and subject to the conditions set forth in the Indenture (as amended by this Supplemental Indenture).

ARTICLE IV

EFFECT

Section 4.01 Effectiveness. This Supplemental Indenture shall become effective as of the date first above written upon its execution and delivery by the parties hereto.

ARTICLE V

MISCELLANEOUS

Section 5.01 Governing Law. 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.

Section 5.02 No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Indenture, the Note Guarantees, the Security Documents 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.

Section 5.03 Counterparts Originals. 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. The Trustee shall not have a duty to inquire into

 

9

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.

Section 5.04 Headings. 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.

Section 5.05 Trustee and the Collateral Agent Not Responsible for Recitals. The statements and recitals contained herein shall be taken as statements and recitals of the Issuer, the Guaranteeing Entity and the Guarantors, and neither the Trustee nor the Collateral Agent assumes any responsibility for their correctness. Neither the Trustee nor the Collateral Agent makes any representations as to, and shall not be responsible in any manner whatsoever for or in respect of, (i) the validity, sufficiency or adequacy of this Supplemental Indenture, (ii) the proper authorization hereby by the Issuer by action or otherwise, (iii) the due execution hereof by the Issuer, the Guaranteeing Entity and the Guarantors or (iv) the consequences of any amendment herein provided for. In entering into this Supplemental Indenture, the Trustee and the Collateral Agent shall be afforded the same rights, protections, privileges, immunities and indemnities as are afforded in the Indenture as if the same were fully set forth herein.

Section 5.06 Adoption, Ratification and Confirmation. The Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.

Section 5.07 Enforceability. The Issuer, VHL and the Existing Guarantor each 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.

Section 5.08 Severability. 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.

Section 5.09 Issuer Instruction. The Issuer hereby requests and directs each of the Trustee and the Collateral Agent to join with the Issuer, the Existing Guarantor and VHL in the execution of this Supplemental Indenture.

 

10

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first written above.

 

 

[Signature Page to Second Supplemental Indenture (2029 Secured Notes)]

 

[Signature Page to Second Supplemental Indenture (2029 Secured Notes)]

 

[Signature Page to Second Supplemental Indenture (2029 Secured Notes)]