Indenture Sample Contracts

CarMax Auto Owner Trust 2018-2 – CARMAX AUTO OWNER TRUST 2018-2, as Issuer, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of April 1, 2018 $276,000,000 2.30000% Class A-1 Asset-Backed Notes $472,790,000 2.73% Class A-2 Asset-Backed Notes $364,380,000 2.98% Class A-3 Asset-Backed Notes $108,530,000 3.16% Class A-4 Asset-Backed Notes $34,750,000 3.37% Class B Asset-Backed Notes $34,750,000 3.57% Class C Asset-Backed Notes $33,800,000 3.99% Class D Asset- Backed Notes (April 25th, 2018)

INDENTURE, dated as of April 1, 2018 (as amended, supplemented or otherwise modified and in effect from time to time, this Indenture), between CARMAX AUTO OWNER TRUST 2018-2, a Delaware statutory trust (the Issuer), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee (in such capacity, the Indenture Trustee).

Ally Auto Receivables Trust 2018-2 – ALLY AUTO RECEIVABLES TRUST 2018-2 Class A-1 2.30000% Asset Backed Notes Class A-2 2.64% Asset Backed Notes Class A-3 2.92% Asset Backed Notes Class A-4 3.09% Asset Backed Notes Class B 3.24% Asset Backed Notes Class C 3.43% Asset Backed Notes Class D 3.78% Asset Backed Notes INDENTURE Dated as of April 30, 2018 DEUTSCHE BANK TRUST COMPANY AMERICAS Indenture Trustee (April 25th, 2018)

INDENTURE, dated as of April 30, 2018, between ALLY AUTO RECEIVABLES TRUST 2018-2, a Delaware statutory trust (the Issuing Entity), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee and not in its individual capacity (the Indenture Trustee).

Arauco & Constitution Pulp Inc – INDENTURE Dated as of November 2, 2017 (The Indenture), Between CELULOSA ARAUCO Y CONSTITUCION S.A., a Corporation (Sociedad Anonima) Organized Under the Laws of the Republic of Chile (The Company), Having Its Principal Office at Avenida El Golf 150, 14th Floor, Santiago, Chile, and THE BANK OF NEW YORK MELLON, a New York Banking Corporation, as Trustee (The Trustee), Security Registrar and Paying Agent. (April 24th, 2018)
Indenture (April 24th, 2018)

INDENTURE, dated as of July 1, 1987, between SUPER VALU STORES, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company"), having its principal office at Minneapolis, Minnesota with a mailing address at P.O. Box 990, Minneapolis, Minnesota 55440, and BANKERS TRUST COMPANY, a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (herein called the "Trustee").

Sportsman'S Warehouse Holdings, Inc. – INDENTURE Dated as of , 2018 (April 24th, 2018)

Indenture dated as of , 2018 between SPORTSMAN'S WAREHOUSE HOLDINGS, INC., a company incorporated under the laws of the State of Delaware ("Company"), and [Trustee], as trustee ("Trustee").

SANGAMO THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [ ], 20 Debt Securities (April 24th, 2018)

INDENTURE, dated as of [], 20__, among SANGAMO THERAPEUTICS, INC., a Delaware corporation (the Company), and [TRUSTEE], as trustee (the Trustee):

iFresh Inc – Indenture (April 24th, 2018)

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of subordinated debt securities (hereinafter referred to as the "Securities"), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

Kinder Morgan, Inc. Officers' Certificate Pursuant to Section 301 of Indenture (April 24th, 2018)

Each of the undersigned, Anthony Ashley and Kimberly Dang, the Vice President and Treasurer and the Vice President and Chief Financial Officer, respectively, of Kinder Morgan, Inc., a Delaware corporation (the "Corporation"), does hereby establish the terms of two separate series of senior debt Securities of the Corporation under the Indenture relating to senior debt Securities, dated as of March 1, 2012 (the "Indenture"), between the Corporation and U.S. Bank National Association, as trustee (the "Trustee"), pursuant to resolutions adopted by the Board of Directors of the Corporation, or a committee thereof, on January 17, 2018 and February 22, 2018 and in accordance with Section 301 of the Indenture, as follows:

iFresh Inc – Indenture (April 24th, 2018)

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the "Securities"), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

South Jersey Industries – Trust Indenture Act Section Indenture Section Section 310(a)(1) 7.9 (A)(2) 7.9 (A)(3) Not Applicable (A)(4) Not Applicable (A)(5) 7.9 (B) 7.8 Section 311 (A) 7.13 (B) 5.4(a), 7.13 Section 312(a) 5.1 (B) 5.2 (C) 5.2 Section 313(a) 5.4(a) (B) 5.4(a), 5.4(b) (C) 5.4(c) (D) 5.4(d) Section 314(a) 4.6; 5.3 (B) Not Applicable (C)(1) 15.4 (C)(2) 15.4 (C)(3) Not Applicable (D) Not Applicable (E) 15.4 (F) 15.4 Section 315(a) 7.1, 7.2 (B) 6.7 (C) 7.1 (D) 7.1(b) (D)(1) 7.1(a)(i) (D)(2) 7.1(b) (D)(3) 7.1(c) (E) 6.8 Section 316(a) (Last Sentence) 8.4 (A)(1)(A) 6.6 (A)(1)(B) 6.6 (A)(2) Not Applicable (B) 6.4 (April 23rd, 2018)

THIS JUNIOR SUBORDINATED INDENTURE (the "Indenture"), dated as of the 23rd day of April, 2018 between SOUTH JERSEY INDUSTRIES, INC., a New Jersey corporation (hereinafter sometimes referred to as the "Company"), party of the first part, and U.S. BANK NATIONAL ASSOCIATION, a national banking association (hereinafter sometimes referred to as the "Trustee"), party of the second part, as trustee.

AXA Equitable Holdings, Inc. – Axa Equitable Holdings, Inc., Issuer Wilmington Savings Fund Society, Fsb, Trustee and Citibank, N.A., Paying Agent, Security Registrar and Calculation Agent Indenture Dated as of April 20, 2018 Providing for Issuance of Debt Securities in Series (April 23rd, 2018)

INDENTURE, dated as of April 20, 2018, among AXA Equitable Holdings, Inc., a Delaware corporation, Wilmington Savings Fund Society, FSB, a federal savings bank duly organized and existing under the laws of the United States of America, not in its individual capacity but solely in its capacity as trustee hereunder (together with its successors and assigns in such capacity, the Trustee), and Citibank, N.A., a national banking association, as Security Registrar, Paying Agent, and Calculation Agent.

GM Financial Consumer Automobile Receivables Trust 2018-2 – GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2018-2 Class A-1 2.30000% Asset Backed Notes Class A-2-A 2.55% Asset Backed Notes Class A-2-B Floating Rate Asset Backed Notes Class A-3 2.81% Asset Backed Notes Class A-4 3.02% Asset Backed Notes Class B 3.12% Asset Backed Notes Class C 3.31% Asset Backed Notes Class D 0.00% Asset Backed Notes INDENTURE Dated as of April 19, 2018 (April 23rd, 2018)

INDENTURE, dated as of April 19, 2018, between GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2018-2, a Delaware statutory trust (the Issuer), and WELLS FARGO BANK, N.A., a national banking association, as trustee (in such capacity, the Trustee) and Trust Collateral Agent (in such capacity, the Trust Collateral Agent).

Whirlpool Emea Finance S.A R.L. – WHIRLPOOL EMEA FINANCE S.A R.L., as Issuer WHIRLPOOL CORPORATION, as Parent, and U.S. BANK NATIONAL ASSOCIATION, as Trustee FORM OF INDENTURE Dated as of [] (April 20th, 2018)

THIS INDENTURE, dated as of [] between WHIRLPOOL EMEA FINANCE S.A R.L., a private limited liability company (societe a responsabilite limitee) organized under the laws of the Grand Duchy of Luxembourg having its registered office at 560A, rue de Neudorf, L-2220, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies register under number [] (the Issuer), WHIRLPOOL CORPORATION, a Delaware corporation and the indirect parent of the Issuer (Parent), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, (the Trustee),

CarMax Auto Owner Trust 2018-2 – CARMAX AUTO OWNER TRUST 2018-2, as Issuer, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of April 1, 2018 $276,000,000 2.30000% Class A-1 Asset-Backed Notes $472,790,000 2.73% Class A-2 Asset-Backed Notes $364,380,000 2.98% Class A-3 Asset-Backed Notes $108,530,000 3.16% Class A-4 Asset-Backed Notes $34,750,000 3.37% Class B Asset-Backed Notes $34,750,000 3.57% Class C Asset-Backed Notes $33,800,000 3.99% Class D Asset- Backed Notes (April 20th, 2018)

INDENTURE, dated as of April 1, 2018 (as amended, supplemented or otherwise modified and in effect from time to time, this Indenture), between CARMAX AUTO OWNER TRUST 2018-2, a Delaware statutory trust (the Issuer), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee (in such capacity, the Indenture Trustee).

United Community Banks, Inc. Indenture Dated as of _____________ ___, 20___ Trustee, Registrar, Paying Agent and Service Agent (April 20th, 2018)

Indenture dated as of __________ ___, 20___ between UNITED COMMUNITY BANKS, INC., a Georgia corporation (the "Company"), and __________________, as trustee (the "Trustee"), registrar, paying agent and service agent.

United Community Banks, Inc. Indenture Dated as of _____________ ___, 20___ Trustee, Registrar, Paying Agent and Service Agent (April 20th, 2018)

Indenture dated as of __________ ___, 20___ between UNITED COMMUNITY BANKS, INC., a Georgia corporation (the "Company"), and __________________, as trustee (the "Trustee"), registrar, paying agent and service agent.

CNOOC Finance (2015) U.S.A. LLC – INDENTURE Dated as of Among CNOOC FINANCE (2015) U.S.A. LLC as Issuer CNOOC LIMITED as Guarantor THE BANK OF NEW YORK MELLON as Trustee THE BANK OF NEW YORK MELLON as Paying Agent and THE BANK OF NEW YORK MELLON as Registrar DEBT SECURITIES (April 20th, 2018)

INDENTURE dated as of [ ], among CNOOC Finance (2015) U.S.A. LLC, a limited liability company formed under the laws of the State of Delaware (the Issuer), CNOOC Limited, a company incorporated under the laws of Hong Kong (the Guarantor), and The Bank of New York Mellon, as trustee (the Trustee), initial Paying Agent (as defined below) and initial Registrar (as defined below).

Hyundai Auto Receivables Trust 2018-A – INDENTURE Between HYUNDAI AUTO RECEIVABLES TRUST 2018-A, as Issuer and CITIBANK, N.A. As Indenture Trustee Dated as of April 18, 2018 (April 19th, 2018)

Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 2 Section 1.01 Definitions 2 Section 1.02 Other Definitional Provisions 2 Section 1.03 Incorporation by Reference of Trust Indenture Act 3 ARTICLE II. THE NOTES 3 Section 2.01 Form 3 Section 2.02 Execution, Authentication and Delivery 4 Section 2.03 Temporary Notes 4 Section 2.04 Registration; Registration of Transfer and Exchange 5 Section 2.05 [Reserved] 7 Section 2.06 Mutilated, Destroyed, Lost or Stolen Notes 7 Section 2.07 Persons Deemed Note Owners 8 Section 2.08 Payment of Principal and Interest; Defaulted Interest 8 Section 2.09 Cancellation 9 Section 2.10 Book-Entry Notes 10 Section 2.11 Notices to Clearing Agency 10 Section 2.12 D

Santander Drive Auto Receivables Trust 2018-2 – SANTANDER DRIVE AUTO RECEIVABLES TRUST 2018-2 Class A-1 2.35000% Auto Loan Asset Backed Notes Class A-2-A 2.58% Auto Loan Asset Backed Notes Class A-2-B LIBOR + 0.25% Auto Loan Asset Backed Notes Class A-3 2.75% Auto Loan Asset Backed Notes Class B 3.03% Auto Loan Asset Backed Notes Class C 3.35% Auto Loan Asset Backed Notes Class D 3.88% Auto Loan Asset Backed Notes Class E 5.02% Auto Loan Asset Backed Notes INDENTURE Dated as of April 18, 2018 WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Indenture Trustee (April 19th, 2018)

This INDENTURE, dated as of April 18, 2018 (as amended, supplemented or otherwise modified and in effect from time to time, this Indenture), is between SANTANDER DRIVE AUTO RECEIVABLES TRUST 2018-2, a Delaware statutory trust (the Issuer), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, solely as trustee and not in its individual capacity (the Indenture Trustee).

CLOVIS ONCOLOGY, INC. And THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of April 19, 2018 (April 19th, 2018)

INDENTURE, dated as of April 19, 2018 between Clovis Oncology, Inc. (the Company), a Delaware corporation having its principal office at 5500 Flatiron Parkway, Suite 100, Boulder, Colorado 80301, and The Bank of New York Mellon Trust Company, N.A. with its principal office at 400 South Hope Street, Los Angeles, California 90071 (the Trustee). Each party agrees as follows for the benefit of each other party and for the equal and ratable benefit of the Holders of the Companys debentures, notes or other evidences of unsecured indebtedness to be issued in one or more series (Securities):

As Parent Guarantor, and as Trustee INDENTURE DATED AS OF APRIL 13, 2018 PROVIDING FOR ISSUANCE DEBT SECURITIES (April 19th, 2018)

INDENTURE dated as of April 13, 2018 among Wyndham Hotels & Resorts, Inc., a Delaware corporation (as further defined below, the Company), Wyndham Worldwide Corporation, a Delaware corporation (as further defined below, the Parent Guarantor) (with respect to Article X and Section 7.07 only) and U.S. Bank National Association, as trustee (the Trustee).

Ford Credit Auto Lease Trust 2018-A – INDENTURE Between FORD CREDIT AUTO LEASE TRUST 2018-A, as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee Dated as of April 1, 2018 (April 19th, 2018)

INDENTURE, dated as of April 1, 2018 (this Indenture), between FORD CREDIT AUTO LEASE TRUST 2018-A, a Delaware statutory trust, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Indenture Trustee for the benefit of the Secured Parties.

Wyndham Hotels & Resorts, Inc. – As Parent Guarantor, and as Trustee INDENTURE DATED AS OF APRIL 13, 2018 PROVIDING FOR ISSUANCE DEBT SECURITIES (April 19th, 2018)

INDENTURE dated as of April 13, 2018 among Wyndham Hotels & Resorts, Inc., a Delaware corporation (as further defined below, the Company), Wyndham Worldwide Corporation, a Delaware corporation (as further defined below, the Parent Guarantor) (with respect to Article X and Section 7.07 only) and U.S. Bank National Association, as trustee (the Trustee).

Southwestern Public Svc Co – PUBLIC SERVICE COMPANY OF COLORADO TO MORGAN GUARANTY TRUST COMPANY OF NEW YORK Trustee Indenture Dated as of October 1, 1993 (April 18th, 2018)

INDENTURE, dated as of October 1, 1993, between PUBLIC SERVICE COMPANY OF COLORADO, a corporation organized and existing under the laws of the State of Colorado (herein called the Company), and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a banking corporation organized and existing under the laws of the State of New York, Trustee.

Bank of N.T. Butterfield & Son Ltd – Indenture (April 18th, 2018)

INDENTURE, dated as of [ ], 2018, between The Bank of N.T. Butterfield & Son Limited, a company duly incorporated and existing under the laws of Bermuda (herein called the "Company"), having its principal office at 65 Front Street, Hamilton, HM 12, Bermuda, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (herein called the "Trustee").

Southwestern Public Svc Co – 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) (April 18th, 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.

Plasaver – MYOS RENS Technology, Inc. Reconciliation and Tie Between Trust Indenture Act of 1939 and Indenture, Dated as of . (April 18th, 2018)

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.

Bank of N.T. Butterfield & Son Ltd – Indenture (April 18th, 2018)

INDENTURE, dated as of [ ], 2018, between The Bank of N.T. Butterfield & Son Limited, a company duly incorporated and existing under the laws of Bermuda (herein called the "Company"), having its principal office at 65 Front Street, Hamilton, HM 12, Bermuda, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (herein called the "Trustee").

Earthstone Energy Holdings, LLC – As Issuer and Any Subsidiary Guarantors Party Hereto and as Trustee SUBORDINATED INDENTURE Dated as of , 20 (April 18th, 2018)
Earthstone Energy Holdings, LLC – As Issuer and Any Subsidiary Guarantors Party Hereto and as Trustee SENIOR INDENTURE Dated as of , 20 (April 18th, 2018)
Southwestern Public Svc Co – NORTHERN STATES POWER COMPANY (A Minnesota Corporation) AND NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION TRUSTEE INDENTURE DATED AS OF JULY 1, 1999 Providing for Issuance of Debt Securities (April 18th, 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 ).

Southwestern Public Svc Co – SUPPLEMENTAL AND RESTATED TRUST INDENTURE FROM NORTHERN STATES POWER COMPANY TO HARRIS TRUST AND SAVINGS BANK TRUSTEE DATED MAY 1, 1988 (Restating, Amending and Supplementing the Trust Indenture Dated February 1, 1937, as Previously Supplemented Through September 1, 1985) (April 18th, 2018)

THIS SUPPLEMENTAL AND RESTATED TRUST INDENTURE (the Restated Indenture), made as of the first day 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;

Monaker Group, Inc. – MONAKER GROUP, INC., Issuer AND Trustee INDENTURE Dated as of [*], 20[*] Debt Securities (April 17th, 2018)

ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee's Certificate 7 Section 2.03 Denominations: Provisions for Payment 7 Section 2.04 Execution and Authentications 8 Section 2.05 Registration of Transfer and Exchange 9 Section 2.06 Temporary Securities 10 Section 2.07 Mutilated, Destroyed, Lost or Stolen Securities 10 Section 2.08 Cancellation 11 Section 2.09 Benefits of Indenture 11 Section 2.10 Authenticating Agent 11 Section 2.11 Global Securities 11 ARTICLE 3 REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS 12 Section 3.01 Redemption 12 Section 3.02 Notice of Redemption

International Seaways, Inc. – INTERNATIONAL SEAWAYS, INC. And THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of [ , ] SENIOR DEBT SECURITIES (April 17th, 2018)

Article I Definitions And Other Provisions Of General Application 1 Section 1.1 Definitions 1 Section 1.2 Compliance Certificates and Opinions 7 Section 1.3 Form of Documents Delivered to Trustee 8 Section 1.4 Acts of Holders; Record Dates 8 Section 1.5 Notices, Etc. to Trustee and Company 10 Section 1.6 Notice to Holders; Waiver 10 Section 1.7 Conflict with Trust Indenture Act 11 Section 1.8 Effect of Headings and Table of Contents 11 Section 1.9 Successors and Assigns 11 Section 1.10 Separability Clause 11 Section 1.11 Benefits of Indenture 11 Section 1.12 Governing Law; Waiver of Jury Trial; Consent to Jurisdiction 11 Section 1.13 Legal Holidays 12 Article II Security Forms 13 Section 2.1 Forms Generally 13 Section 2.2 Form of

International Seaways, Inc. – INTERNATIONAL SEAWAYS, INC. And THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of [ , ] SUBORDINATED DEBT SECURITIES (April 17th, 2018)

INDENTURE, dated as of [ , ], between INTERNATIONAL SEAWAYS, INC., a corporation duly organized and existing under the laws of the Marshall Islands (the "Company"), having its principal office at 600 Third Avenue, 39th Floor, New York, New York, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (the "Trustee").