Senior Note Sample Contracts

DENBURY RESOURCES INC. Issuer 5% Convertible Senior Notes Due 2023 INDENTURE Dated as of January 9, 2018 WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee (January 11th, 2018)

INDENTURE dated as of January 9, 2018, among DENBURY RESOURCES INC., a Delaware corporation (the "Company"), certain of the Company's subsidiaries signatory hereto (each, a "Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors"), and Wilmington Trust, National Association, as Trustee (in such capacity, together with its successors and assigns, the "Trustee").

Form of Senior Note (FACE OF SECURITY) (January 5th, 2018)

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER H

Bacterin Intl Hldgs – XTANT MEDICAL HOLDINGS, INC. (Formerly Known as Bacterin International Holdings, Inc.) 6.00% CONVERTIBLE SENIOR NOTES DUE 2021 AMENDMENT NUMBER 5 TO INDENTURE Dated as of December 29, 2017 WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee (December 29th, 2017)

THIS AMENDMENT NUMBER 5 TO INDENTURE (this "Amendment"), dated as of December 29, 2017, is between Xtant Medical Holdings, Inc., a Delaware corporation formerly known as Bacterin International Holdings, Inc. (the "Company"), and Wilmington Trust, National Association, a national banking association, as trustee (the "Trustee").

IRON MOUNTAIN INCORPORATED AND EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO 5.25% SENIOR NOTES DUE 2028 SENIOR INDENTURE Dated as of December 27, 2017 WELLS FARGO BANK, NATIONAL ASSOCIATION AS TRUSTEE (December 28th, 2017)

Senior Indenture dated as of December 27, 2017, among Iron Mountain Incorporated, a Delaware corporation (the Company), the guarantors party hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee (Trustee).

Egalet Corp – EGALET CORPORATION, as Issuer, the Guarantors Party Hereto as of the Date Hereof, Any Guarantor That Becomes Party Hereto Pursuant to Section 4.10 Hereof AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of December 27, 2017 6.50% Convertible Senior Notes Due 2024 (December 28th, 2017)

INDENTURE dated as of December 27, 2017 between Egalet Corporation, a Delaware corporation, as issuer (the Company, as more fully set forth in Section 1.01), the Guarantors party hereto as of the date hereof, any other Guarantor that becomes party hereto pursuant to Section 4.10 and The Bank of New York Mellon, a New York banking corporation, as trustee (the Trustee, as more fully set forth in Section 1.01).

Gates Industrial Corp plc – INDENTURE Dated as of June 26, 2014 Among GATES GLOBAL LLC, as the Issuer, GATES GLOBAL CO., as the Co-Issuer, the Guarantors From Time to Time Party Hereto and U.S. BANK NATIONAL ASSOCIATION, as Trustee, Escrow Agent, Dollar Transfer Agent, Dollar Registrar and Dollar Paying Agent ELAVON FINANCIAL SERVICES LIMITED, UK BRANCH, as Euro Paying Agent and Euro Transfer Agent and ELAVON FINANCIAL SERVICES LIMITED, as Euro Registrar $1,040,000,000 6.00% SENIOR NOTES DUE 2022 235,000,000 5.75% SENIOR NOTES DUE 2022 (December 27th, 2017)

INDENTURE, dated as of June 26, 2014, among Gates Global LLC, a Delaware limited liability company (the Issuer), Gates Global Co., a Delaware corporation wholly owned by the Issuer (the Co-Issuer and, together with the Issuer, the Issuers), the Guarantors (as defined herein) from time to time party hereto, U.S. Bank National Association, as Trustee, Escrow Agent, Dollar Transfer Agent and Dollar Registrar, Elavon Financial Services Limited, UK Branch, as Euro Paying Agent and Euro Transfer Agent and Elavon Financial Services Limited, as Euro Registrar.

Execution Version CHURCHILL DOWNS INCORPORATED as Company, the Guarantors Named Herein, AND Paying Agent, Registrar, Transfer Agent and Authenticating Agent 4.75% Senior Notes Due 2028 INDENTURE Dated as of December 27, 2017 (December 27th, 2017)
ITRON, INC. AND EACH OF THE GUARANTORS FROM TIME TO TIME PARTY HERETO 5.000% SENIOR NOTES DUE 2026 INDENTURE Dated as of December 22, 2017 U.S. BANK NATIONAL ASSOCIATION, as Trustee (December 22nd, 2017)

INDENTURE dated as of December 22, 2017 among Itron, Inc., a Washington corporation (the Company), the Guarantors (as defined below) from time to time party hereto and U.S. Bank National Association, a national banking association, as trustee (the Trustee).

VALEANT PHARMACEUTICALS INTERNATIONAL, INC. $1,500,000,000 9.000% SENIOR NOTES DUE 2025 INDENTURE DATED AS OF December 18, 2017 THE BANK OF NEW YORK MELLON, AS TRUSTEE, REGISTRAR AND PAYING AGENT (December 18th, 2017)

THIS INDENTURE dated as of December 18, 2017 is among Valeant Pharmaceuticals International, Inc., a corporation continued under the British Columbia Business Corporations Act (the Company), the Note Guarantors party hereto and The Bank of New York Mellon (BNY Mellon), a New York banking corporation, not in its individual capacity but solely as Trustee, Registrar, and Paying Agent (the Trustee).

Windstream Services, Llc – Windstream Services, LLC Windstream Finance Corp. 8.75% SENIOR NOTES DUE 2024 Indenture Dated as of December 13, 2017 U.S. Bank National Association, as Trustee (December 18th, 2017)

INDENTURE dated as of December 13, 2017 among Windstream Services, LLC, a Delaware limited liability company, Windstream Finance Corp., a Delaware corporation, the Guarantors (as defined below) listed on the signature pages hereto and U.S. Bank National Association, a national banking association organized under the laws of the United States, as Trustee.

JELD-WEN Holding, Inc. – INDENTURE Dated as of December 14, 2017 Among JELD-WEN, INC., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 4.625% SENIOR NOTES DUE 2025 and 4.875% SENIOR NOTES DUE 2027 (December 15th, 2017)

INDENTURE, dated as of December 14, 2017 among JELD-WEN, Inc., a Delaware corporation (the Issuer), the Guarantors (as defined herein) listed on the signature pages hereto and Wilmington Trust, National Association, a national banking association, as Trustee.

Form of Senior Note (FACE OF SECURITY) (December 15th, 2017)

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER H

Cowen Group Inc – Cowen Inc. As Issuer 3.00% Convertible Senior Notes Due 2022 Indenture Dated as of December 14, 2017 the Bank of New York Mellon (December 14th, 2017)

INDENTURE, dated as of December 14, 2017, between Cowen Inc., a Delaware corporation (the "Company"), and The Bank of New York Mellon, a New York banking corporation, as trustee ("Trustee").

Company Order and Officers' Certificate _____ Senior Notes, Series __, Due _____ (December 14th, 2017)
Company Order and Officers' Certificate 2.150% Senior Notes, Series G, Due 2020 3.200% Senior Notes, Series H, Due 2027 (December 14th, 2017)
PQ Group Holdings Inc. – INDENTURE Dated as of December 11, 2017 Among PQ Corporation, as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 5.750% SENIOR NOTES DUE 2025 (December 13th, 2017)

INDENTURE, dated as of December 11, 2017, among (a) PQ Corporation, a Pennsylvania corporation as the Issuer (as defined herein), (b) certain subsidiaries of the Issuer listed on the signature pages hereto, as Guarantors (as defined herein), and (c) Wells Fargo Bank, National Association, a national banking association, organized under the laws of the United States, as Trustee (as defined herein).

Duke Energy Florida, Llc. – $400,000,000 2.10% Amortizing Senior Notes Due 2019 (December 12th, 2017)
DENBURY RESOURCES INC. Issuer 31/2% Convertible Senior Notes Due 2024 INDENTURE Dated as of December 6, 2017 WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee (December 12th, 2017)

INDENTURE dated as of December 6, 2017, among DENBURY RESOURCES INC., a Delaware corporation (the "Company"), certain of the Company's subsidiaries signatory hereto (each, a "Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors"), and Wilmington Trust, National Association, as Trustee (in such capacity, together with its successors and assigns, the "Trustee").

CONTINENTAL RESOURCES, INC., as Issuer, the Guarantors Party Hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 8, 2017 4.375% Senior Notes Due 2028 (December 12th, 2017)

INDENTURE (this Indenture), dated as of December 8, 2017, among Continental Resources, Inc., an Oklahoma corporation (the Company), the Initial Guarantors (as defined below) and Wilmington Trust, National Association (a national banking association), as trustee (the Trustee).

Terraform Power Operating, Llc and Each of the Guarantors Party Hereto 5.00% Senior Notes Due 2028 (December 12th, 2017)

INDENTURE dated as of December 12, 2017 among TerraForm Power Operating, LLC, a Delaware corporation, the Guarantors (as defined) and U.S. Bank National Association U.S., as trustee.

Terraform Power Operating, Llc and Each of the Guarantors Party Hereto 4.25% Senior Notes Due 2023 (December 12th, 2017)

INDENTURE dated as of December 12, 2017 among TerraForm Power Operating, LLC, a Delaware corporation, the Guarantors (as defined) and U.S. Bank National Association U.S., as trustee.

Nrg Energy, Inc. And Each of the Guarantors Party Hereto 5.75% Senior Notes Due 2028 (December 8th, 2017)

FOURTH SUPPLEMENTAL INDENTURE, dated as of December 7, 2017, by and among NRG Energy, Inc., a Delaware corporation (the Company), the Guarantors (as defined herein) and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York), as trustee (the Trustee).

CORNERSTONE ONDEMAND, INC. And U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of December 8, 2017 5.75% CONVERTIBLE SENIOR NOTES DUE 2021 (December 8th, 2017)

INDENTURE, dated as of December 8, 2017, between Cornerstone OnDemand, Inc., a Delaware corporation (the Company, as more fully set forth in Section 1.01), and U.S. Bank National Association, as trustee (the Trustee, as more fully set forth in Section 1.01).

Prudential Financial, Inc. And the Bank of New York Mellon as Trustee 3.905% Senior Notes Due 2047 3.935% Senior Notes Due 2049 Indenture Dated as of December 7, 2017 (December 8th, 2017)

INDENTURE, dated as of December 7, 2017, between Prudential Financial, Inc., a New Jersey corporation (the Company), and The Bank of New York Mellon, a New York banking corporation, as trustee (the Trustee).

Agios Pharmaceuticals Inc. – Form of Senior Note (FACE OF SECURITY) (December 8th, 2017)

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER H

RBS GLOBAL, INC. And REXNORD LLC, as Issuers, and the Guarantors Named Herein 4.875% Senior Notes Due 2025 INDENTURE Dated as of December 7, 2017 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee (December 7th, 2017)

INDENTURE dated as of December 7, 2017 among RBS GLOBAL, INC., a Delaware corporation (RBS Global or the Company), REXNORD LLC, a Delaware limited liability company (Rexnord), the Guarantors (as defined herein), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the Trustee).

INDENTURE Dated as of December 6, 2017 Among MATTHEWS INTERNATIONAL CORPORATION THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 5.250% SENIOR NOTES DUE 2025 (December 7th, 2017)

INDENTURE, dated as of December 6, 2017, among Matthews International Corporation, a Pennsylvania corporation (the Company), the Guarantors listed on the signature pages hereto and The Bank of New York Mellon Trust Company, N.A., as Trustee.

ICAHN ENTERPRISES L.P. ICAHN ENTERPRISES FINANCE CORP. AND ICAHN ENTERPRISES HOLDINGS L.P. 6.375% SENIOR NOTES DUE 2025 INDENTURE Dated as of December 6, 2017 WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee CROSS-REFERENCE TABLE* (December 6th, 2017)

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 6 Section 1.02 Other Definitions 20 Section 1.03 Incorporation by Reference of Trust Indenture Act 21 Section 1.04 Rules of Construction 21 ARTICLE 2 THE NOTES Section 2.01 Form and Dating 22 Section 2.02 Execution and Authentication 22 Section 2.03 Registrar and Paying Agent 23 Section 2.04 Paying Agent to Hold Money in Trust 23 Section 2.05 Holder Lists 23 Section 2.06 Transfer and Exchange 23 Section 2.07 Replacement Notes 34 Section 2.08 Outstanding Notes 34 Section 2.09 Treasury Notes 34 Section 2.10 Temporary Notes 35 Section 2.11 Cancellation 35 Section 2.12 Defaulted Interest 35 ARTICLE 3 REDEMPTI

Amerisourcebergen Corporation 4.300% Senior Notes Due 2047 (December 5th, 2017)

THIS EIGHTH SUPPLEMENTAL INDENTURE (this Supplemental Indenture), by and among AmerisourceBergen Corporation, a Delaware corporation (hereinafter called the Company), and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (hereinafter called the Trustee), is made and entered into as of this 4th day of December, 2017.

Amerisourcebergen Corporation 3.450% Senior Notes Due 2027 (December 5th, 2017)

THIS SEVENTH SUPPLEMENTAL INDENTURE (this Supplemental Indenture), by and among AmerisourceBergen Corporation, a Delaware corporation (hereinafter called the Company), and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (hereinafter called the Trustee), is made and entered into as of this 4th day of December, 2017.

Silver Run Acquisition Corp – INDENTURE Dated as of November 30, 2017 Among CENTENNIAL RESOURCE PRODUCTION, LLC, THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and UMB BANK, N.A., as Trustee 5.375% SENIOR NOTES DUE 2026 (December 5th, 2017)

INDENTURE, dated as of November 30, 2017, among Centennial Resource Production, LLC, a Delaware limited liability company (the "Company"), the Subsidiary Guarantors listed on the signature pages hereto and UMB Bank, N.A., as Trustee.

Huntington Ingalls Industries – Huntington Ingalls Industries, Inc. As Issuer the Guarantors Party Hereto and Wells Fargo Bank, National Association as Trustee Indenture Dated as of December 1, 2017 3.483% Senior Notes Due 2027 (December 4th, 2017)

INDENTURE, dated as of December 1, 2017, between Huntington Ingalls Industries, Inc., a Delaware corporation, as the Company, the Guarantors party hereto and Wells Fargo Bank, National Association, as Trustee.

Array Biopharma Inc. (Company) the Bank of New York Mellon Trust Company, N.A. (Trustee) 2.625% Convertible Senior Notes Due 2024 Indenture Dated as of December 1, 2017 (December 4th, 2017)

INDENTURE (this Indenture), dated as of December 1, 2017, between Array BioPharma Inc., a Delaware corporation (the Company), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the Trustee).

Starwood Property Trust – INDENTURE Dated as of December 4, 2017 Between STARWOOD PROPERTY TRUST, INC. As Issuer, and THE BANK OF NEW YORK MELLON, as Trustee 4.750% Senior Notes Due 2025 (December 4th, 2017)

INDENTURE dated as of December 4, 2017 (this Indenture) between STARWOOD PROPERTY TRUST, INC., a Maryland corporation (the Company), and THE BANK OF NEW YORK MELLON, as Trustee (the Trustee).

Post Holdings, Inc. – 5.625% SENIOR NOTES DUE 2028 INDENTURE Dated as of December 1, 2017 WELLS FARGO BANK, NATIONAL ASSOCIATION Trustee (December 4th, 2017)

INDENTURE dated as of December 1, 2017 among Post Holdings, Inc., a Missouri corporation, the Guarantors (as defined) and Wells Fargo Bank, National Association, a national banking association, as trustee.