LIND · Lindblad Expeditions Holdings, Inc. · Debt

Verified covenant terms

• Section 4.06(a) · Incurrence of Indebtedness and Issuance of Preferred Stock The Parent Guarantor shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt) Applies to every series under this agreement Metric: Fixed Charge Coverage Ratio Stated threshold: 2 to 1.00 Testing frequency: incurrence Exceptions: Non-Guarantor Subsidiaries may not incur any Indebtedness (including Acquired Debt) pursuant to this Section 4.06(a) if, after giving pro forma effect to such incurrence of Indebtedness (including a pro forma application of the proceeds therefrom), the aggregate outstanding principal amount of such Indebtedness of such Restricted Subsidiaries that are Non-Guarantor Subsidiaries incurred pursuant to this Section 4.06(a) exceeds an amount equal to the greater of (i) $25.0 million and (ii) 2.5% of Total Tangible Assets (as determined on the date of such incurrence) Defined terms:
  • Fixed Charge Coverage Ratio: the Fixed Charge Coverage Ratio for the Parent Guarantor’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be

    Source evidence: the Fixed Charge Coverage Ratio for the Parent Guarantor’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 2.00 to 1.00, determined on a pro forma basis

  Section 4.06 Incurrence of Indebtedness and Issuance of Preferred Stock
  Full wording and supporting evidence

  Source evidence: The Parent Guarantor shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Parent Guarantor will not and will not permit any Restricted Subsidiary to issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, that the Parent Guarantor may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Issuer and its Restricted Subsidiaries (other than Excluded Vessel Subsidiaries) may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for the Parent Guarantor’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period; provided, however, that Restricted Subsidiaries that are Non-Guarantor Subsidiaries may not incur any Indebtedness (including Acquired Debt) pursuant to this Section 4.06(a) if, after giving pro forma effect to such incurrence of Indebtedness (including a pro forma application of the proceeds therefrom), the aggregate outstanding principal amount of such Indebtedness of such Restricted Subsidiaries that are Non-Guarantor Subsidiaries incurred pursuant to this Section 4.06(a) exceeds an amount equal to the greater of (i) $25.0 million and (ii) 2.5% of Total Tangible Assets (as determined on the date of such incurrence).

  Target identity evidence: INDENTURE, dated as of August 20, 2025, among Lindblad Expeditions, LLC, a Delaware limited liability company (the “Issuer”), Lindblad Expeditions Holdings, Inc., a Delaware corporation (the “Parent Guarantor”), the other Guarantors party hereto and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”), as Principal Paying Agent, as Transfer Agent, as Registrar and as collateral trustee (in such capacity, the “Collateral Trustee”).

  Target identity evidence: The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of its 7.000% Senior Secured Notes due 2030 issued on the date hereof (the “Original Notes”) and any additional 7.000% Senior Secured Notes due 2030 (the “Additional Notes”) that may be issued after the Issue Date in compliance with this Indenture.

• Section 4.05(b) · Statement as to Compliance If the Issuer shall become aware that (i) any Default or Event of Default has occurred and is continuing or (ii) any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer shall promptly, and in any event within 30 days, deliver to the Trustee an Officer’s Certificate specifying such event, notice or other action (including any action the Issuer is taking or propose to take in respect thereof). Applies to every series under this agreement Springing Trigger: the Issuer shall become aware that (i) any Default or Event of Default has occurred and is continuing or (ii) any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes Section 4.05 Statement as to Compliance
  Full wording and supporting evidence

  Source evidence: If the Issuer shall become aware that (i) any Default or Event of Default has occurred and is continuing or (ii) any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer shall promptly, and in any event within 30 days, deliver to the Trustee an Officer’s Certificate specifying such event, notice or other action (including any action the Issuer is taking or propose to take in respect thereof).

  Target identity evidence: INDENTURE, dated as of August 20, 2025, among Lindblad Expeditions, LLC, a Delaware limited liability company (the “Issuer”), Lindblad Expeditions Holdings, Inc., a Delaware corporation (the “Parent Guarantor”), the other Guarantors party hereto and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”), as Principal Paying Agent, as Transfer Agent, as Registrar and as collateral trustee (in such capacity, the “Collateral Trustee”).

  Target identity evidence: The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of its 7.000% Senior Secured Notes due 2030 issued on the date hereof (the “Original Notes”) and any additional 7.000% Senior Secured Notes due 2030 (the “Additional Notes”) that may be issued after the Issue Date in compliance with this Indenture.

• Section 4.05(a) · Statement as to Compliance The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year or within 14 days of written request by the Trustee, an Officer’s Certificate stating that in the course of the performance by the signer of its duties as an Officer of the Issuer he would normally have knowledge of any Default Applies to every series under this agreement Section 4.05 Statement as to Compliance
  Full wording and supporting evidence

  Source evidence: The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year or within 14 days of written request by the Trustee, an Officer’s Certificate stating that in the course of the performance by the signer of its duties as an Officer of the Issuer he would normally have knowledge of any Default and whether or not the signer knows of any Default that occurred during such period and, if any, specifying such Default, its status and what action the Issuer is taking or proposed to take with respect thereto. For purposes of this Section 4.05(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

  Target identity evidence: INDENTURE, dated as of August 20, 2025, among Lindblad Expeditions, LLC, a Delaware limited liability company (the “Issuer”), Lindblad Expeditions Holdings, Inc., a Delaware corporation (the “Parent Guarantor”), the other Guarantors party hereto and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”), as Principal Paying Agent, as Transfer Agent, as Registrar and as collateral trustee (in such capacity, the “Collateral Trustee”).

  Target identity evidence: The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of its 7.000% Senior Secured Notes due 2030 issued on the date hereof (the “Original Notes”) and any additional 7.000% Senior Secured Notes due 2030 (the “Additional Notes”) that may be issued after the Issue Date in compliance with this Indenture.

• Section 4.03 · Maintenance of Properties Each of the Parent Guarantor and Issuer shall cause all properties owned by it or any other Restricted Subsidiary or used or held for use in the conduct of its business or the business of the Parent Guarantor and its Restricted Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Issuer may be… Applies to every series under this agreement Section 4.03 Maintenance of Properties
  Full wording and supporting evidence

  Source evidence: Each of the Parent Guarantor and Issuer shall cause all properties owned by it or any other Restricted Subsidiary or used or held for use in the conduct of its business or the business of the Parent Guarantor and its Restricted Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Issuer may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided that nothing in this Section 4.03 shall prevent the applicable Person discontinuing the maintenance of any such properties if such discontinuance is, in the judgment of the Parent Guarantor, desirable in the conduct of the business of the Parent Guarantor and its Restricted Subsidiaries, taken as a whole.

  Target identity evidence: INDENTURE, dated as of August 20, 2025, among Lindblad Expeditions, LLC, a Delaware limited liability company (the “Issuer”), Lindblad Expeditions Holdings, Inc., a Delaware corporation (the “Parent Guarantor”), the other Guarantors party hereto and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”), as Principal Paying Agent, as Transfer Agent, as Registrar and as collateral trustee (in such capacity, the “Collateral Trustee”).

  Target identity evidence: The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of its 7.000% Senior Secured Notes due 2030 issued on the date hereof (the “Original Notes”) and any additional 7.000% Senior Secured Notes due 2030 (the “Additional Notes”) that may be issued after the Issue Date in compliance with this Indenture.

• Section 4.02 · Company Existence the Parent Guarantor and the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect their legal existence as a company Applies to every series under this agreement Exceptions: Subject to Article Five Section 4.02 Company Existence
  Full wording and supporting evidence

  Source evidence: Subject to Article Five, the Parent Guarantor and the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect their legal existence as a company.

  Target identity evidence: INDENTURE, dated as of August 20, 2025, among Lindblad Expeditions, LLC, a Delaware limited liability company (the “Issuer”), Lindblad Expeditions Holdings, Inc., a Delaware corporation (the “Parent Guarantor”), the other Guarantors party hereto and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”), as Principal Paying Agent, as Transfer Agent, as Registrar and as collateral trustee (in such capacity, the “Collateral Trustee”).

  Target identity evidence: The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of its 7.000% Senior Secured Notes due 2030 issued on the date hereof (the “Original Notes”) and any additional 7.000% Senior Secured Notes due 2030 (the “Additional Notes”) that may be issued after the Issue Date in compliance with this Indenture.