Indenture Sample Contracts

Carolina Group – LOEWS CORPORATION AND MANUFACTURERS HANOVER TRUST COMPANY, Trustee Indenture Dated as of December 1, 1985 Subordinated Debt Securities (February 23rd, 2018)

INDENTURE, dated as of December 1, 1985, between LOEWS CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company"), having its principal office at 666 Fifth Avenue, New York, New York 10103, and MANUFACTURERS HANOVER TRUST COMPANY, a corporation duly organized and existing under the laws of the State of New York, as Trustee (herein called the "Trustee").

Trust Indenture From (February 23rd, 2018)

THIS SUPPLEMENTAL AND RESTATED TRUST INDENTURE (the "Restated Indenture'), made as of first of May, 1988 by and between NORTHERN STATES POWER COMPANY, a corporation duly organized and existing under and by virtue of the laws of the State of Minnesota, having its principal office in the city of Minneapolis, Minnesota (the "Company"), party of the first part, and HARRIS TRUST AND SAVINGS BANK, a corporation duly organized and existing under and by virtue of the laws of the State of Illinois, having its principal office in the City of Chicago, Illinois, as Trustee (the "Trustee"), party of the second part;

Supplemental Trust Indenture (February 23rd, 2018)

SUPPLEMENTAL TRUST INDENTURE, made as of the 1st day of March, 1998, by and between NORTHERN STATES POWER COMPANY, a corporation duly organized and existing under and by virtue of the laws of the State of Minnesota, having its principal office in the City of Minneapolis in said State (the "Company"), party of the first part, and HARRIS TRUST AND SAVINGS BANK, a corporation duly organized and existing under and by virtue of the laws of the State of Illinois, having its principal office in the City of Chicago in said State, as Trustee (the "Trustee"), party of the second part;

Trustee Indenture (February 23rd, 2018)

THIS INDENTURE, dated as of July 1, 1999, between NORTHERN STATES POWER COMPANY, a corporation duly organized and existing under the laws of the State of Minnesota (the "Company"), and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, as trustee (the "Trustee").

Carolina Group – LOEWS CORPORATION AND THE CHASE MANHATTAN BANK (National Association) Trustee Indenture Dated as of March 1, 1986 Debt Securities CROSS-REFERENCE TABLE (February 23rd, 2018)

INDENTURE, dated as of March 1,1986, between LOEWS CORPORATION, a corporation duly organized and existing under the laws of State of Delaware (herein called the ("Company"), having its principal office at 666 Fifth Avenue, New York, New York 10103, and THE CHASE MANHATTAN BANK (National Association), a national banking association duly organized and existing under the laws of the United States, as Trustee (herein called the "Trustee").

Iconix Brand Group, Inc. And Each of the Guarantors Party Hereto 5.75% Convertible Senior Subordinated Secured Second Lien Notes Due 2023 Indenture Dated as of February 22, 2018 the Bank of New York Mellon Trust Company, N.A., as Trustee and Collateral Agent (February 23rd, 2018)

THIS INDENTURE dated as of February 22, 2018 is by and among ICONIX BRAND GROUP, INC., a corporation duly organized under the laws of the State of Delaware (the Company), the Guarantors (as defined herein) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking corporation, as Trustee (the Trustee) and collateral agent (the Collateral Agent).

Arbor Realty Trust – ARBOR REALTY COMMERCIAL REAL ESTATE NOTES 2017-Fl3, LTD., as Issuer, ARBOR REALTY COMMERCIAL REAL ESTATE NOTES 2017-Fl3, LLC, as Co-Issuer, ARBOR REALTY SR, INC., as Advancing Agent, U.S. BANK NATIONAL ASSOCIATION, as Trustee, Paying Agent, Calculation Agent, Transfer Agent, Custodial Securities Intermediary, Backup Advancing Agent and Notes Registrar, AND U.S. BANK NATIONAL ASSOCIATION, as Custodian INDENTURE Dated as of December 20, 2017 (February 23rd, 2018)

INDENTURE, dated as of December 20, 2017, by and among ARBOR REALTY COMMERCIAL REAL ESTATE NOTES 2017-FL3, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Issuer), ARBOR REALTY COMMERCIAL REAL ESTATE NOTES 2017-FL3, LLC, a limited liability company formed under the laws of Delaware (the Co-Issuer), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the Trustee), paying agent, calculation agent, transfer agent, custodial securities intermediary, backup advancing agent and notes registrar, U.S. BANK NATIONAL ASSOCIATION, a national banking association, as custodian and ARBOR REALTY SR, INC. (including any successor by merger, the Arbor Parent), a Maryland corporation, as advancing agent (herein, together with its permitted successors and assigns in the trusts hereunder, the Advancing Agent).

Cytodyn Inc – FORM OF TRUST INDENTURE CYTODYN INC. And , as Trustee INDENTURE Dated as of , 20 Providing for the Issuance of Debt Securities CROSS-REFERENCE TABLE* (February 23rd, 2018)

THIS INDENTURE, between CytoDyn Inc., a Delaware corporation (hereinafter called the Company) having its principal office at 1111 Main Street, Suite 660, Vancouver, Washington 98660, and, [ ], a [ ] as trustee (hereinafter called the Trustee), is made and entered into as of this [ ] day of [ ], 20[ ].

Indenture (February 23rd, 2018)

(r) Immunity of General Partners, Limited Partners, Shareholders, Directors, Officers, Employees, Incorporators and Agents of the Issuer and Guarantors

SUPPLEMENTAL AND RESTATED TRUST INDENTURE FROM NORTHERN STATES POWER COMPANY (A Wisconsin Corporation) TO FIRST WISCONSIN TRUST COMPANY TRUSTEE DATED March 1, 1991 SECURING FIRST MORTGAGE BONDS OF NORTHERN STATES POWER COMPANY (Restating, Amending and Supplementing the Trust Indenture Dated April 1, 1947, as Previously Supplemented Through March 1, 1988) (February 23rd, 2018)

THIS SUPPLEMENTAL AND RESTATED TRUST INDENTURE, made as of March 1, 1991 by and between NORTHERN STATES POWER COMPANY, a corporation duly organized and existing under and by virtue of the laws of the State of Wisconsin, having its principal office in the city of Eau Claire, Wisconsin (the "Company"), the party of the first part, and FIRST WISCONSIN TRUST COMPANY, a corporation duly organized and existing under and by virtue of the laws of the State of Wisconsin, having its principal office in the City of Milwaukee, Wisconsin, as Trustee (the "Trustee"), party of the second part.

John Deere Owner Trust 2018 – Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01. Definitions 2 SECTION 1.02. Incorporation by Reference of Trust Indenture Act 9 SECTION 1.03. Rules of Construction 10 SECTION 1.04. Calculations of Interest 10 ARTICLE II THE NOTES SECTION 2.01. Form 11 SECTION 2.02. Execution, Authentication and Delivery 11 SECTION 2.03. Temporary Notes 12 SECTION 2.04. Registration; Registration of Transfer and Exchange 12 SECTION 2.05. Mutilated, Destroyed, Lost or Stolen Notes 14 SECTION 2.06. Persons Deemed Owner 15 SECTION 2.07. Payment of Principal and Interest; Defaulted Interest (February 23rd, 2018)

INDENTURE dated as of February 28, 2018, between JOHN DEERE OWNER TRUST 2018, a Delaware statutory trust (the Issuing Entity), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, solely as trustee and not in its individual capacity (the Indenture Trustee).

INDENTURE Dated as of February 23, 2018 Senior Debt Securities (February 23rd, 2018)

INDENTURE dated as of February 23, 2018 among Ventas, Inc., a Delaware corporation (the Company), Ventas Realty, Limited Partnership, a Delaware limited partnership (the Partnership), the Guarantors (as defined herein) party hereto from time to time and U.S. Bank National Association, as trustee (the Trustee).

Supplemental Trust Indenture From (February 23rd, 2018)

Supplemental Trust Indenture, made as of the 1st day of June 1995, by and between NORTHERN STATES POWER COMPANY, a corporation duly organized and existing under and by virtue of the laws of the State of Minnesota, having its principal office in the City of Minneapolis in said State (the "Company"), party of the first part, and HARRIS TRUST AND SAVINGS BANK, a corporation duly organized and existing under and by virtue of the laws of the State of Illinois, having its principal office in the City of Chicago in said State, as Trustee (the "Trustee"), party of the second part;

American Honda Receivables Llc – HONDA AUTO RECEIVABLES 2018-1 OWNER TRUST, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated February 28, 2018 CROSS REFERENCE TABLE* (February 23rd, 2018)

This Indenture, dated February 28, 2018, is between Honda Auto Receivables 2018-1 Owner Trust, a Delaware statutory trust (the "Issuer"), U.S. Bank National Association, as indenture trustee (the "Indenture Trustee" and "U.S. Bank").

ZENDESK, INC. TO Trustee Indenture Dated as of , 20 Senior Debt Securities (February 22nd, 2018)

Reconciliation and tie between the Trust Indenture Act of 1939, as amended (the Trust Indenture Act or TIA) and the Indenture, dated as of , 20 .

ZENDESK, INC. TO Trustee Indenture Dated as of , 20 Subordinated Debt Securities (February 22nd, 2018)

Reconciliation and tie between the Trust Indenture Act of 1939, as amended (the Trust Indenture Act or TIA) and the Indenture, dated as of , 20 .

Nissan Auto Receivables 2018-A Owner Trust – INDENTURE NISSAN AUTO RECEIVABLES 2018-A OWNER TRUST, as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee Dated as of February 28, 2018 (February 22nd, 2018)

INDENTURE dated as of February 28, 2018 (this Indenture), between NISSAN AUTO RECEIVABLES 2018-A OWNER TRUST, a Delaware statutory trust (the Issuer), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee and not in its individual capacity (the Indenture Trustee).

Southern California Edison Co – Indenture (February 22nd, 2018)

INDENTURE, dated as of January 15, 1993 between Southern California Edison Company, a California corporation (hereinafter called the "Company"), having its principal place of business at 2244 Walnut Grove Avenue, Rosemead, California 91770, and Harris Trust and Savings Bank, an Illinois banking corporation (hereinafter called the "Trustee"), having its Corporate Trust Office at 111 West Monroe Street, Chicago, Illinois 60690.

NETAPP, INC. As Issuer AND U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of [] SUBORDINATED DEBT SECURITIES (February 22nd, 2018)

THIS INDENTURE is dated as of [] among NetApp, Inc., a Delaware corporation (the Company) and U.S. Bank National Association (the Trustee).

Drive Auto Receivables Trust 2018-1 – DRIVE AUTO RECEIVABLES TRUST 2018-1 Class A-1 1.91000% Auto Loan Asset Backed Notes Class A-2 2.23% Auto Loan Asset Backed Notes Class A-3 2.42% Auto Loan Asset Backed Notes Class B 2.88% Auto Loan Asset Backed Notes Class C 3.22% Auto Loan Asset Backed Notes Class D 3.81% Auto Loan Asset Backed Notes Class E 5.09% Auto Loan Asset Backed Notes INDENTURE Dated as of February 21, 2018 WILMINGTON TRUST, NATIONAL ASSOCIATION, as the Indenture Trustee (February 22nd, 2018)

This INDENTURE, dated as of February 21, 2018 (as amended, supplemented or otherwise modified and in effect from time to time, this Indenture), is between DRIVE AUTO RECEIVABLES TRUST 2018-1, a Delaware statutory trust (the Issuer), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, solely as trustee and not in its individual capacity (the Indenture Trustee).

Akari Therapeutics Plc – AKARI THERAPEUTICS, PLC Reconciliation and Tie Between Trust Indenture Act of 1939 and Indenture, Dated as of , 20 (February 21st, 2018)

Indenture dated as of , 20 , between AKARI THERAPEUTICS, PLC, a company organized under the laws of England and Wales ("Company"), and , as trustee ("Trustee").

E*TRADE Financial Corporation as Issuer and the Bank of New York Mellon Trust Company, N.A. As Trustee Indenture Dated as Of (February 21st, 2018)
Ultragenyx Pharmaceutical Inc. – ULTRAGENYX PHARMACEUTICAL INC. Debt Securities Indenture Dated as of , 201 as Trustee (February 21st, 2018)

INDENTURE dated as of , 201 , (the Base Indenture), by and among ULTRAGENYX PHARMACEUTICAL INC., a Delaware corporation (the Company) and [ ], as trustee (the Trustee).

Akari Therapeutics Plc – AKARI THERAPEUTICS, PLC Reconciliation and Tie Between Trust Indenture Act of 1939 and Indenture Dated as of ____________, 20 (February 21st, 2018)

Indenture dated as of __________, 20__, between AKARI THERAPEUTICS, PLC, a company organized under the laws of England and Wales ("Company"), and _______________, as trustee ("Trustee").

Zeta Acquisition Corp II – AERPIO PHARMACEUTICALS, INC. Issuer AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, Trustee INDENTURE Dated as of [*] Subordinated Debt Securities (February 21st, 2018)
Zeta Acquisition Corp II – AERPIO PHARMACEUTICALS, INC. Issuer AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, Trustee INDENTURE Dated as of [*] Senior Debt Securities (February 21st, 2018)
Pursuant to Sections 102 and 301 of the Indenture (February 21st, 2018)

Reference is made to the Indenture dated as of March 4, 2011 (the "Indenture") among Harley-Davidson Financial Services, Inc. (the "Company"), Harley-Davidson Credit Corp. (the "Guarantor") and The Bank of New York Mellon Trust Company, N.A., as trustee ("Trustee"). Terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Indenture.

Pursuant to Sections 102 and 301 of the Indenture (February 21st, 2018)

Reference is made to the Indenture dated as of March 4, 2011 (the "Indenture") among Harley-Davidson Financial Services, Inc. (the "Company"), Harley-Davidson Credit Corp. (the "Guarantor") and The Bank of New York Mellon Trust Company, N.A., as trustee ("Trustee"). Terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Indenture.

INDENTURE Dated as of , 201 WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee (February 21st, 2018)

Indenture dated as of , 201 between Spirit Airlines, Inc., a company incorporated under the laws of Delaware ("Company"), and Wilmington Trust, National Association ("Trustee").

Pursuant to Sections 102 and 301 of the Indenture (February 21st, 2018)

Reference is made to the Indenture dated as of March 4, 2011 (the "Indenture") among Harley-Davidson Financial Services, Inc. (the "Company"), Harley-Davidson Credit Corp. (the "Guarantor") and The Bank of New York Mellon Trust Company, N.A., as trustee ("Trustee"). Terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Indenture.

TPG RE Finance Trust, Inc. – TPG REAL ESTATE FINANCE 2018-Fl1 ISSUER, LTD. As Issuer, TPG RE FINANCE TRUST 2018-Fl1 CO-ISSUER, LLC, as Co-Issuer, TPG RE FINANCE TRUST CLO LOAN SELLER, LLC, as Advancing Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Note Administrator INDENTURE Dated as of February 14, 2018 (February 20th, 2018)

INDENTURE, dated as of February 14, 2018, by and among TPG REAL ESTATE FINANCE 2018-FL1 ISSUER, LTD., an exempted company incorporated in the Cayman Islands with limited liability (the Issuer), TPG RE FINANCE TRUST 2018-FL1 CO-ISSUER, LLC, a limited liability company formed under the laws of Delaware (the Co-Issuer), TPG RE FINANCE TRUST CLO LOAN SELLER, LLC, a limited liability company formed under the laws of Delaware, as advancing agent (herein, together with its permitted successors and assigns in the trusts hereunder, the Advancing Agent), WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, together with its permitted successors and assigns in the trusts hereunder, the Trustee), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as note administrator, paying agent, calculation agent, transfer agent, authentication agent, custodian, backup advancing agent and notes registrar (in all of the foregoing capaciti

Essent Group Ltd. – Indenture (February 20th, 2018)

INDENTURE, dated as of [ ] (the Indenture), between ESSENT GROUP LTD., a company duly organized and existing under the laws of Bermuda (hereinafter called the Company), having its principal executive office located at Clarendon House 2 Church Street, Hamilton HM 11, Bermuda and [ ], a [ ] (hereinafter called the Trustee), having its Corporate Trust Office located at [ ].

Kraton Performance Polymers Inc – KRATON CORPORATION INDENTURE Dated as of [ ] DEBT SECURITIES as Trustee (February 20th, 2018)

INDENTURE dated as of [ ], among KRATON CORPORATION, a corporation organized under the laws of the State of Delaware, and [ ], as trustee.

Sanchez Energy Corporation – INDENTURE Dated as of February 14, 2018 (February 20th, 2018)

This INDENTURE, dated as of February 14, 2018 is among SANCHEZ ENERGY CORPORATION, a Delaware corporation (the Company), the Guarantors party hereto from time to time, DELAWARE TRUST COMPANY, a Delaware state chartered trust company, as trustee (the Trustee), and Royal Bank of Canada as collateral trustee (the Collateral Trustee).

CELGENE CORPORATION, as Issuer, and the Bank of New York Mellon Trust Company, N.A., as Trustee INDENTURE Dated as of February 20, 2018 CROSS-REFERENCE TABLE (February 20th, 2018)

INDENTURE, dated as of February 20, 2018, between Celgene Corporation, a Delaware corporation (herein called the "Company"), having its principal executive offices at 86 Morris Avenue, Summit, New Jersey 07901, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (herein called the "Trustee").