Senior Secured Note Sample Contracts

BASIC ENERGY SERVICES, INC., AND UMB BANK, N.A., as Trustee and Collateral Agent INDENTURE Dated as of October 2, 2018 10.75% Senior Secured Notes Due 2023 (October 9th, 2018)
FEDERAL-MOGUL LLC FEDERAL-MOGUL FINANCING CORPORATION as Issuers THE GUARANTORS NAMED HEREIN as Guarantors WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee THE BANK OF NEW YORK MELLON, LONDON BRANCH as Paying Agent and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A. As Registrar 4.875% Senior Secured Notes Due 2022 Floating Rate Senior Secured Notes Due 2024 INDENTURE Dated as of March 30, 2017 (October 1st, 2018)
Basic Energy Services, Inc. $300,000,000 10.75% Senior Secured Notes Due 2023 PURCHASE AGREEMENT (September 27th, 2018)
Qvc Inc – 6.375% Senior Secured Notes Due 2067 (September 13th, 2018)

FIRST SUPPLEMENTAL INDENTURE dated as of September 13, 2018 (this Supplemental Indenture), to the Indenture dated as of September 13, 2018 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular series of debt securities, the Base Indenture and, as amended, modified and supplemented by the Supplemental Indenture, the Indenture) is among QVC, Inc., a Delaware corporation (the Issuer), the Guarantors (as defined herein) party hereto and U.S. Bank National Association, as trustee (the Trustee).

STUDIO CITY INTERNATIONAL HOLDINGS Ltd – STUDIO CITY COMPANY LIMITED, as Company THE GUARANTORS PARTIES HERETO, 5.875% SENIOR SECURED NOTES DUE 2019 INDENTURE November 30, 2016 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Paying Agent, Registrar and Transfer Agent and THE OTHER PERSONS FROM TIME TO TIME PARTY HERETO (September 7th, 2018)

INDENTURE dated as of November 30, 2016 among Studio City Company Limited, a BVI business company with limited liability incorporated under the laws of the British Virgin Islands with company number 1673603 (the Company), Studio City Investments Limited (the Parent Guarantor), and certain subsidiaries of the Parent Guarantor from time to time parties hereto and Deutsche Bank Trust Company Americas, as Trustee, Paying Agent, Registrar and Transfer Agent. On or about the Issue Date, each of the Security Agent and the Intercreditor Agent (as such terms defined below) will accede to this Indenture by delivering a duly and validly executed supplemental indenture substantially in the form of Exhibit D.

STUDIO CITY INTERNATIONAL HOLDINGS Ltd – STUDIO CITY COMPANY LIMITED, as Company THE GUARANTORS PARTIES HERETO, 7.250% SENIOR SECURED NOTES DUE 2021 INDENTURE November 30, 2016 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Paying Agent, Registrar and Transfer Agent and THE OTHER PERSONS FROM TIME TO TIME PARTY HERETO (September 7th, 2018)

INDENTURE dated as of November 30, 2016 among Studio City Company Limited, a BVI business company with limited liability incorporated under the laws of the British Virgin Islands with company number 1673603 (the Company), Studio City Investments Limited (the Parent Guarantor), and certain subsidiaries of the Parent Guarantor from time to time parties hereto and Deutsche Bank Trust Company Americas, as Trustee, Paying Agent, Registrar and Transfer Agent. On or about the Issue Date, each of the Security Agent and the Intercreditor Agent (as such terms defined below) will accede to this Indenture by delivering a duly and validly executed supplemental indenture substantially in the form of Exhibit E.

Community Choice Financial Inc. – INDENTURE Dated as of September 6, 2018 Among COMMUNITY CHOICE FINANCIAL HOLDINGS, LLC, as Guarantor COMMUNITY CHOICE FINANCIAL ISSUER, LLC, as Issuer and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee and Collateral Agent 9.00% SENIOR SECURED NOTES DUE 2020 (September 6th, 2018)

INDENTURE, dated as of September 6, 2018, among Community Choice Financial Holdings, LLC, a Delaware limited liability company (the "Parent Guarantor"), Community Choice Financial Issuer, LLC, a Delaware limited liability company (the "Issuer"), Computershare Trust Company, N.A. as Trustee and Collateral Agent.

CURO Group Holdings Corp. – CURO Group Holdings Corp. As the Issuer and the Guarantors Party Hereto Aggregate Principal Amount of 8.250% SENIOR SECURED NOTES DUE 2025 INDENTURE Dated as of August 27, 2018 TMI Trust Company as Trustee and Collateral Agent (August 27th, 2018)
FS Energy & Power Fund – INDENTURE Dated as of August 16, 2018 Among FS ENERGY AND POWER FUND, as Company the Guarantors Named Herein and U.S. Bank National Association, as Trustee 7.500% Senior Secured Notes Due 2023 (August 22nd, 2018)

INDENTURE dated as of August 16, 2018 (this Indenture) among FS ENERGY AND POWER FUND (the Company), the Guarantors named herein and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the Trustee).

Zekelman Industries, Inc. – ZEKELMAN INDUSTRIES, INC., as Issuer and the Guarantors Party Hereto 9.875% Senior Secured Notes Due 2023 INDENTURE Dated as of June 14, 2016 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent (August 17th, 2018)

INDENTURE, dated as of June 14, 2016, as amended or supplemented from time to time (this Indenture), among ZEKELMAN INDUSTRIES, INC., a corporation duly organized and existing under the laws of the State of Delaware (the Issuer), certain subsidiaries of the Issuer from time to time parties hereto (the Guarantors) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the Trustee) and collateral agent (in such capacity, the Collateral Agent).

Double Eagle Acquisition Corp. – 6.875% Senior Secured Notes Due 2023 (August 16th, 2018)

This SUPPLEMENTAL INDENTURE, dated as of August 15, 2018 is by Williams Scotsman International, Inc., a Delaware corporation (the Company), each of the parties identified under the caption Guarantors on the signature page hereto (the Guarantors), Deutsche Bank Trust Company Americas, as trustee (in such capacity and not in its individual capacity, the Trustee) and Deutsche Bank Trust Company Americas, as collateral agent (in such capacity and not in its individual capacity, the Collateral Agent).

Double Eagle Acquisition Corp. – 7.875% Senior Secured Notes Due 2022 (August 16th, 2018)

This SUPPLEMENTAL INDENTURE, dated as of August 15, 2018, is by and among William Scotsman International, Inc. a Delaware corporation (the Company), each of the parties identified under the caption Guarantors on the signature page hereto (the Guarantors), Deutsche Bank Trust Company Americas, as trustee (in such capacity and not in its individual capacity, the Trustee) and Deutsche Bank Trust Company Americas, as collateral agent (in such capacity and not in its individual capacity, the Collateral Agent).

Oncor Electric Delivery Company Llc Officers Certificate 9-Ao-9 Establishing the Form and Certain Terms of the 3.70% Senior Secured Notes Due 2028 and the 4.10% Senior Secured Notes Due 2048. (August 14th, 2018)
The McClatchy COMPANY, as Issuer, and THE SUBSIDIARY GUARANTORS PARTIES HERETO 9.000% Senior Secured Notes Due 2026 INDENTURE Dated as of July 16, 2018 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and as Collateral Agent (August 9th, 2018)

INDENTURE, dated as of July 16, 2018 (this "Indenture"), among THE MCCLATCHY COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), certain subsidiaries of the Company from time to time parties hereto (the "Subsidiary Guarantors") and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (in such capacity, the "Trustee") and as notes collateral agent (in such capacity, the "Collateral Agent").

Double Eagle Acquisition Corp. – 7.875% Senior Secured Notes Due 2022 (August 8th, 2018)

This SUPPLEMENTAL INDENTURE, dated as of August 3, 2018, is by and among William Scotsman International, Inc. a Delaware corporation (the "Company"), each of the parties identified under the caption "Guarantors" on the signature page hereto (the "Guarantors"), Deutsche Bank Trust Company Americas, as trustee (in such capacity and not in its individual capacity, the "Trustee") and Deutsche Bank Trust Company Americas, as collateral agent (in such capacity and not in its individual capacity, the "Collateral Agent").

Vivus, Inc. – PURCHASE AGREEMENT Dated April 30, 2018 Among VIVUS, INC. And THE PURCHASERS NAMED HEREIN 10.375% SENIOR SECURED NOTES DUE 2024 (August 7th, 2018)

INDENTURE dated as of June 8, 2018 among VIVUS, Inc., a Delaware corporation with an address at 900 East Hamilton Avenue, Suite 550, Campbell, California 95008 (the "Issuer"), any Guarantor that becomes party hereto pursuant to Section 4.12, and U.S. Bank National Association, a national banking association, as trustee (as more fully defined in Section 1.01, the "Trustee") and as collateral agent (as more fully defined in Section 1.01, the "Collateral Agent").

Planet Fitness, Inc. – PLANET FITNESS MASTER ISSUER LLC, as Master Issuer, and CITIBANK, N.A., as Trustee and Series 2018-1 Securities Intermediary SERIES 2018-1 SUPPLEMENT Dated as of August 1, 2018 to BASE INDENTURE Dated as of August 1, 2018 $75,000,000 Series 2018-1 Variable Funding Senior Notes, Class A-1 $575,000,000 Series 2018-1 4.262% Fixed Rate Senior Secured Notes, Class A-2-I $625,000,000 Series 2018-1 4.666% Fixed Rate Senior Secured Notes, Class A-2-Ii (August 1st, 2018)
6.125% Senior Secured Notes Due 2025 (July 24th, 2018)

INDENTURE dated as of July 20, 2018, among Transocean Pontus Limited, a Cayman Islands exempted company (the "Company"), the Guarantors (as defined herein), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the "Trustee") and as Collateral Agent.

5.875% Senior Secured Notes Due 2024 (July 17th, 2018)

INDENTURE dated as of July 13, 2018, among Transocean Guardian Limited, a Cayman Islands exempted company (the "Company"), the Guarantors (as defined herein), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the "Trustee") and as Collateral Agent.

CHS/COMMUNITY HEALTH SYSTEMS, INC., as Issuer the GUARANTORS Party Hereto, REGIONS BANK, as Trustee AND CREDIT SUISSE AG, as Collateral Agent, 8.625% Senior Secured Notes Due 2024 INDENTURE Dated as of July 6, 2018 (July 6th, 2018)

INDENTURE dated as of July 6, 2018, among CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation, the Guarantors party hereto from time to time, REGIONS BANK, an Alabama banking corporation, as trustee, and Credit Suisse AG, as collateral agent.

The McClatchy Company 9.000% Senior Secured Notes Due 2026 Purchase Agreement (July 6th, 2018)
Albertsons Companies, Inc. – ALBERTSONS COMPANIES, INC., the Company and From After the Merger Date the Guarantors Party Hereto From Time to Time Floating Rate Senior Secured Notes Due 2024 INDENTURE Dated as of June 25, 2018 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent (June 28th, 2018)

INDENTURE, dated as of June 25, 2018, among ALBERTSONS COMPANIES, INC., a Delaware corporation (the Company), the Guarantors from time to time party hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, together with its successors and assigns in such capacity, the Trustee) and as collateral agent (in such capacity, together with its successors and assigns in such capacity, the Notes Collateral Agent).

Bloom Energy Corp – BLOOM ENERGY CORPORATION, as Issuer, the Guarantor Party Hereto as of the Date Hereof and Any Guarantor That Becomes Party Hereto Pursuant to Section 4.10 Hereof 10% Senior Secured Notes Due 2024 INDENTURE Dated as of June 29, 2017 U.S. BANK NATIONAL ASSOCIATION, as Trustee and as Collateral Agent (June 12th, 2018)

INDENTURE dated as of June 29, 2017 among Bloom Energy Corporation, a Delaware corporation with an address at 1299 Orleans Drive, Sunnyvale, California 94089 (the Issuer), the Guarantor party hereto as of the date hereof, any other Guarantor that becomes party hereto pursuant to Section 4.10, and U.S. Bank National Association, as trustee (as more fully defined in Section 1.01, the Trustee) and as collateral agent (as more fully defined in Section 1.01, the Collateral Agent).

Vivus, Inc. – VIVUS, INC., as Issuer, and Any Guarantor That Becomes Party Hereto Pursuant to Section 4.12 Hereof 10.375% Senior Secured Notes Due 2024 (June 11th, 2018)

INDENTURE dated as of June 8, 2018 among VIVUS, Inc., a Delaware corporation with an address at 900 East Hamilton Avenue, Suite 550, Campbell, California 95008 (the Issuer), any Guarantor that becomes party hereto pursuant to Section 4.12, and U.S. Bank National Association, a national banking association, as trustee (as more fully defined in Section 1.01, the Trustee) and as collateral agent (as more fully defined in Section 1.01, the Collateral Agent).

YayYo, Inc. – Yayyo, Inc. Senior Secured Note (June 7th, 2018)

FOR VALUE RECEIVED, Yayyo, Inc., a Delaware corporation (the "Company"), hereby promises to pay to the order of Bellridge Capital, LP or its registered assigns ("Holder") the amount set forth above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at a rate per annum equal to the Interest Rate (as defined below), from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon an Interest Date (as defined below), the Maturity Date, acceleration, redemption or otherwise (in each case in accordance with the terms hereof). This Senior Secured Note (including all Senior Secured Notes issued in exchange, transfer or replacement hereof, this "Note")

Ener-Core Inc. – [Form of Senior Secured Note] (June 6th, 2018)

FOR VALUE RECEIVED, Ener-Core, Inc., a Delaware corporation (the "Company"), hereby promises to pay to [BUYER] or registered assigns (the "Holder") in cash and/or in shares of Common Stock (as defined below) the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon an Interest Date (as defined below), the Maturity Date, acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Senior Secured Note (including all Senior Secured Notes issued in exchange, transfer or replacem

SENIOR SECURED NOTES INDENTURE Dated as of May 29, 2018 Among MICROCHIP TECHNOLOGY INCORPORATED THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent 3.922% SENIOR SECURED NOTES DUE 2021 4.333% SENIOR SECURED NOTES DUE 2023 (May 30th, 2018)

INDENTURE, dated as of May 29, 2018, among Microchip Technology Incorporated, a Delaware corporation (the Company), the Guarantors listed on the signature pages hereto and Wells Fargo Bank, National Association, as trustee and collateral agent.

Microchip Technology Incorporated $ 1,000,000,000 3.922% Senior Secured Notes Due 2021 $ 1,000,000,000 4.333% Senior Secured Notes Due 2023 Purchase Agreement May 23, 2018 (May 30th, 2018)
EP ENERGY LLC and EVEREST ACQUISITION FINANCE INC. As Issuers and the Subsidiary Guarantors Party Hereto From Time to Time 7.750% Senior Secured Notes Due 2026 (May 24th, 2018)

INDENTURE, dated as of May 23, 2018, among EP ENERGY LLC, a Delaware limited liability company (together with its successors and assigns, Holdings), EVEREST ACQUISITION FINANCE INC., a Delaware corporation (together with its successors and assigns, the Co-Issuer and, together with Holdings, the Issuers), the Subsidiary Guarantors party hereto from time to time (as defined below) and Wilmington Trust, National Association, as trustee (the Trustee) and as collateral agent (the Notes Collateral Agent).

SAILFISH ENERGY HOLDINGS Corp – TALOS PRODUCTION LLC and TALOS PRODUCTION FINANCE INC. As Issuers and the Subsidiary Guarantors Party Hereto From Time to Time 11.00% Second-Priority Senior Secured Notes Due 2022 INDENTURE Dated as of May 10, 2018 and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee and Collateral Agent (May 16th, 2018)

INDENTURE, dated as of May 10, 2018 among TALOS PRODUCTION LLC, a Delaware limited liability company (together with its successors and assigns, Holdings), TALOS PRODUCTION FINANCE INC., a Delaware corporation (together with its successors and assigns, the Co-Issuer and, together with Holdings, the Issuers), the Subsidiary Guarantors party hereto from time to time (as defined below) and WILMINGTON TRUST,

Akoustis Technologies, Inc. – AKOUSTIS TECHNOLOGIES, INC. 6.5% Convertible Senior Secured Notes Due 2023 Purchase Agreement (May 15th, 2018)
Akoustis Technologies, Inc. – The GUARANTORS LISTED HEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Collateral Agent INDENTURE Dated as of May 14, 2018 6.5% CONVERTIBLE SENIOR SECURED NOTES DUE 2023 (May 15th, 2018)

INDENTURE dated as of May 14, 2018, by and among Akoustis Technologies, Inc., a Delaware corporation (including any successors or assigns), the Guarantors (as defined below), The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Collateral Agent.

CEMEX, S.A.B. De C.V., THE NOTE GUARANTORS PARTY HERETO, THE BANK OF NEW YORK MELLON, AS TRUSTEE AND THE BANK OF NEW YORK MELLON, LONDON BRANCH, AS PAYING AGENT AND TRANSFER AGENT 2.750% SENIOR SECURED NOTES DUE 2024 INDENTURE ( Denominated Notes) Dated as of December 5, 2017 (April 30th, 2018)

INDENTURE, dated as of December 5, 2017, among CEMEX, S.A.B. de C.V., a publicly traded stock corporation with variable capital (sociedad anonima bursatil de capital variable) organized under the laws of the United Mexican States (the Issuer), the guarantors listed on Schedule I hereto, as guarantors of the Issuers obligations under this Indenture and the Notes, The Bank of New York Mellon, as trustee (the Trustee) and The Bank of New York Mellon, London Branch, as paying agent (the Paying Agent) and transfer agent (the Transfer Agent).

Lsb Industries Inc. – LSB INDUSTRIES, INC. And THE GUARANTORS PARTY HERETO 9.625% Senior Secured Notes Due 2023 INDENTURE Dated as of April 25, 2018 Wilmington Trust, National Association Trustee and Notes Collateral Agent (April 25th, 2018)

INDENTURE dated as of April 25, 2018, among LSB Industries, Inc., a Delaware corporation (the Company), the Guarantors and Wilmington Trust, National Association, a national banking association, as trustee (in such capacity, the Trustee), and as collateral agent (in such capacity, the Notes Collateral Agent).

DOMINOS PIZZA MASTER ISSUER LLC, DOMINOS PIZZA DISTRIBUTION LLC, DOMINOS IP HOLDER LLC and DOMINOS SPV CANADIAN HOLDING COMPANY INC., Each as Co-Issuer and CITIBANK, N.A., as Trustee and Series 2018-1 Securities Intermediary SERIES 2018-1 SUPPLEMENT Dated as of April 24, 2018 to AMENDED AND RESTATED BASE INDENTURE Dated as of March 15, 2012 $425,000,000 Series 2018-1 4.116% Fixed Rate Senior Secured Notes, Class A-2-I $400,000,000 Series 2018-1 4.328% Fixed Rate Senior Secured Notes, Class A-2-Ii (April 25th, 2018)

SERIES 2018-1 SUPPLEMENT, dated as of April 24, 2018 (this Series Supplement), by and among DOMINOS PIZZA MASTER ISSUER LLC, a Delaware limited liability company (the Master Issuer), DOMINOS PIZZA DISTRIBUTION LLC, a Delaware limited liability company (the Domestic Distributor), DOMINOS IP HOLDER LLC, a Delaware limited liability company (the IP Holder), DOMINOS SPV CANADIAN HOLDING COMPANY INC., a Delaware corporation (the SPV Canadian Holdco and, together with the Master Issuer, the Domestic Distributor, and the IP Holder, collectively, the Co-Issuers and each, a Co-Issuer), each as a Co-Issuer, and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the Trustee) and as Series 2018-1 Securities Intermediary, to the Base Indenture, dated as March 15, 2012, by and among the Co-Issuers and CITIBANK, N.A., as Trustee and Securities Intermediary (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the Base Indenture).