GUARANTEE AGREEMENT by and between GREAT WESTERN BANCORPORATION, INC. and Dated as of December 17, 2003Guarantee Agreement • September 25th, 2014 • Great Western Bancorp, Inc. • State commercial banks • New York
This GUARANTEE AGREEMENT (this “Guarantee”), dated as of December 17, 2003, is executed and delivered by Great Western Bancorporation, Inc., an Iowa corporation (the “Guarantor”), and U.S. Bank National Association, a national banking association, organized under the laws of the United States of America, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Great Western Statutory Trust IV, a Connecticut statutory trust (the “Issuer”).
FORM OF STOCKHOLDER AGREEMENT between NATIONAL AUSTRALIA BANK LIMITED and GREAT WESTERN BANCORP, INC. Dated as of [—], 2014Stockholder Agreement • September 25th, 2014 • Great Western Bancorp, Inc. • State commercial banks • New York
Stockholder Agreement (this “Agreement”), dated as of [—], 2014, between National Australia Bank Limited, a company incorporated under the laws of the Commonwealth of Australia (“NAB”), and Great Western Bancorp, Inc., a Delaware corporation (the “Company”).
FORM OF AGREEMENT AND PLAN OF MERGER OF GREAT WESTERN BANCORPORATION, INC. WITH AND INTO GREAT WESTERN BANCORP, INC.Agreement and Plan of Merger • September 25th, 2014 • Great Western Bancorp, Inc. • State commercial banks • New York
Agreement and Plan of Merger, entered into as of [—] New York City time on [—], 2014 (this “Agreement”), adopted and made by and between GREAT WESTERN BANCORP, INC., a Delaware corporation having its main office at 100 North Phillips Avenue, Sioux Falls, South Dakota 57104 (“Parent”), and GREAT WESTERN BANCORPORATION, INC., an Iowa corporation having its main office at 100 North Phillips Avenue, Sioux Falls, South Dakota 57104 (the “Company”).
FORM OF REGISTRATION RIGHTS AGREEMENT among NATIONAL AUSTRALIA BANK LIMITED, NATIONAL AMERICAS HOLDINGS LLC and GREAT WESTERN BANCORP, INC. Dated as of , 2014Registration Rights Agreement • September 25th, 2014 • Great Western Bancorp, Inc. • State commercial banks • New York
Registration Rights Agreement, dated , 2014 (this “Agreement”), among National Australia Bank Limited, a company incorporated under the laws of the Commonwealth of Australia (“NAB”), National Americas Holdings LLC, a Delaware limited liability company (“NAH”), and Great Western Bancorp, Inc., a Delaware corporation (the “Company”).
FORM OF TRANSITIONAL SERVICES AGREEMENTTransitional Services Agreement • September 25th, 2014 • Great Western Bancorp, Inc. • State commercial banks • New York
Transitional Services Agreement, dated [—], 2014 (this “Agreement”), between National Australia Bank Limited, a company incorporated under the laws of the Commonwealth of Australia (“NAB”), and Great Western Bancorp, Inc., a Delaware corporation (“GWB”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • September 25th, 2014 • Great Western Bancorp, Inc. • State commercial banks • New York
This First Supplemental Indenture (the “Supplemental Indenture”), dated as of [—], 2014, to the Indenture referred to below, is by and among Great Western Bancorporation, Inc., an Iowa corporation (the “Company”), Great Western Bancorp, Inc., a Delaware corporation (the “Successor Company”), and U.S. Bank National Association, a national bank organized under the laws of the United States of America and successor to LaSalle Bank National Association (herein, together with its successors in interest, the “Trustee”), as trustee.
FORM OF AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 25th, 2014 • Great Western Bancorp, Inc. • State commercial banks • New York
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • September 25th, 2014 • Great Western Bancorp, Inc. • State commercial banks • New York
This Second Supplemental Indenture (the “Supplemental Indenture”), dated as of [—], 2014, to the Indenture referred to below, is by and among Great Western Bancorporation, Inc., an Iowa corporation (the “Company”), Great Western Bancorp, Inc., a Delaware corporation (the “Successor Company”), and The Bank of New York Mellon Trust Company, National Association, a national banking association organized under the laws of the United States of America, as trustee (herein, together with its successors in interest, the “Trustee”), as trustee.
ASSUMPTION OF SUBORDINATED NOTE DUE JUNE 3, 2018Assumption Of • September 25th, 2014 • Great Western Bancorp, Inc. • State commercial banks • New York
This assumption agreement (this “Assumption”) is executed as of [—], 2014 by Great Western Bancorp, Inc., a Delaware corporation (the “Successor Issuer”), and Great Western Bancorporation, Inc., an Iowa corporation (the “Issuer”).
