Iowa Sample Contracts

Education Realty Operating Partnership L P – This Sixth Amended and Restated Credit Agreement Amends and Restates That Certain Fifth Amended and Restated Credit Agreement Dated November 19, 2014 (As Same Was Amended From Time to Time, the "Original Credit Agreement"), Entered Into Between Education Realty Operating Partnership, Lp, as Borrower, Keybank National Association, as Administrative Agent, Regions Bank, Pnc Bank, National Association, and Royal Bank of Canada, as Co-Documentation Agents, and Keybanc Capital Markets, Pnc Capital Markets Llc, Rbc Capital Markets and Regions Capital Markets, as Co-Bookrunners and Co-Lead Arrangers, (February 20th, 2018)

WHEREAS, the Borrower, KeyBank National Association and the other parties referenced above (the "Original Lenders") entered into the Original Credit Agreement wherein loans and other financial accommodations were extended to the Borrower; and

Education Realty Operating Partnership L P – Second Amendment to Second Amended and Restated Credit Agreement (February 20th, 2018)
RED FORK RESOURCES, LLC 2458 167th Street Fairfield, Iowa 52556 (February 16th, 2018)
Construction and Term Loan Agreement (February 16th, 2018)
Master Framework Agreement (February 15th, 2018)

This MASTER FRAMEWORK AGREEMENT (this "Framework Agreement"), is made and entered into as of February 13, 2018 (the "Effective Date"), by and among:

HON INDUSTRIES Inc. – AMENDED AND RESTATED BY-LAWS OF HNI CORPORATION Adopted on September 7, 1960. Amended and Restated on August 5, 2014. (February 15th, 2018)
Hanover Capital Mortgage Holdings, Inc. – REGISTRATION RIGHTS AGREEMENT by and Among DITECH HOLDING CORPORATION (F/K/a WALTER INVESTMENT MANAGEMENT CORP.) and the Holders Party Hereto Dated as of February 9, 2018 (February 9th, 2018)

This Registration Rights Agreement (this Agreement) is made and entered into as of February 9, 2018, by and among Ditech Holding Corporation (f/k/a Walter Investment Management Corp.), a Maryland corporation (the Company), the investors identified on Schedule I hereto (and any of their Affiliates) or signatory hereto (collectively, the Initial Holders), and any Permitted Transferee (as defined below) who hereafter becomes a party to this Agreement as contemplated in Section 7(b) hereof and, subject to Section 7(n), each other Registration Rights Party (each such party who holds Registrable Securities (as defined below), a Holder and, collectively, the Holders).

ASTERISKS INDICATE THAT CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. CREDIT AND SECURITY AGREEMENT Dated as of December 15, 2017 by and Among ACCURAY INCORPORATED and TOMOTHERAPY INCORPORATED Each as a Borrower, and Collectively as Borrowers, and MIDCAP FINANCIAL TRUST, as Agent and as a Lender, and THE ADDITIONAL LENDERS FROM TIME TO TIME PARTY HERETO (February 5th, 2018)

THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the Agreement) is dated as of December 15, 2017 by and among ACCURAY INCORPORATED, a Delaware corporation (Accuray or Borrower Representative), TOMOTHERAPY INCORPORATED, a Wisconsin corporation, and any additional borrower that may hereafter be added to this Agreement (collectively, Other Borrowers and, together with Borrower Representative, each individually as a Borrower, and collectively as Borrowers), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.

Asterisks Indicate That Confidential Information Has Been Omitted and Filed Separately With the Securities and Exchange Commission. Confidential Treatment Has Been Requested With Respect to This Omitted Information. Amendment No. 1 to Credit and Security Agreement (February 5th, 2018)

THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the Agreement) is dated as of June 14, 2017 by and among ACCURAY INCORPORATED, a Delaware corporation (Accuray or Borrower Representative), TOMOTHERAPY INCORPORATED, a Wisconsin corporation, and any additional borrower that may hereafter be added to this Agreement (collectively, Other Borrowers and, together with Borrower Representative, each individually as a Borrower, and collectively as Borrowers), MIDCAP FINANCIALFUNDING IV TRUST, a Delaware statutory trust (as successor by assignment from MidCap Financial Trust), individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.

MIDAMERICAN ENERGY COMPANY and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SEVENTH SUPPLEMENTAL INDENTURE Dated as of February 1, 2018 ESTABLISHING AND CREATING 3.65% FIRST MORTGAGE BONDS DUE 2048 (February 1st, 2018)
MIDAMERICAN ENERGY COMPANY 3.65% First Mortgage Bond Due 2048 (February 1st, 2018)

This global Bond is one of, and a global security which represents Bonds which are part of, the duly authorized 3.65% First Mortgage Bonds due 2048 of the Company (herein called the Bonds), issued under an Indenture dated as of September 9, 2013, as amended and supplemented (herein called the Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the Trustee, which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders, and of the terms upon which the Bonds are, and are to be, authenticated and delivered.

Meredith Corporation Time Inc. (Uk) Ltd Ipc Media Pension Trustee Limited and Time Inc. Deed of Guarantee in Relation to the Ipc Media Pension Scheme (January 31st, 2018)
MEREDITH CORPORATION, THE GUARANTORS NAMED ON SCHEDULE I HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of January 31, 2018 6.875% SENIOR NOTES DUE 2026 (January 31st, 2018)

INDENTURE, dated as of January 31, 2018, among Meredith Corporation, a Delaware corporation (the Issuer), the Guarantors (as defined herein) listed on Schedule I hereto and U.S. Bank National Association, as Trustee.

Contract (January 31st, 2018)

THIS WARRANT AND THE SECURITIES ISSUABLE ON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE SECURITIES ACT) OR THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT AS DESCRIBED IN THIS WARRANT.

Contract (January 31st, 2018)

THIS OPTION AND THE SECURITIES ISSUABLE ON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE SECURITIES ACT) OR THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS. THIS OPTION MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT AS DESCRIBED IN THIS OPTION.

CREDIT AGREEMENT Dated as of January 31, 2018 Among MEREDITH CORPORATION, as the Borrower, THE SUBSIDIARY GUARANTORS PARTY HERETO FROM TIME TO TIME, THE LENDERS PARTY HERETO FROM TIME TO TIME, and ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent RBC CAPITAL MARKETS*, CREDIT SUISSE SECURITIES (USA) LLC, BARCLAYS BANK PLC, and CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Joint Bookrunners and BNP PARIBAS, CAPITAL ONE, NATIONAL ASSOCIATION, FIFTH THIRD BANK, BANKERS TRUST COMPANY, and THE NORTHERN TRUST COMPANY, as Co-Documentation Agents (January 31st, 2018)

CREDIT AGREEMENT, dated as of January 31, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, this Agreement), among Meredith Corporation, an Iowa corporation, as borrower (the Borrower), the Subsidiary Guarantors party hereto from time to time, each lender party hereto from time to time (collectively, the Lenders and individually, a Lender) and Royal Bank of Canada (Royal Bank), as Swingline Lender, Administrative Agent and Collateral Agent.

REGISTRATION RIGHTS AGREEMENT BY AND AMONG MEREDITH CORPORATION, KED MDP INVESTMENTS, LLC AND THE OTHER HOLDERS PARTY HERETO Dated as of January 31, 2018 (January 31st, 2018)

This REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of January 31, 2018, is made by and among KED MDP Investments, LLC, a Delaware limited liability company (Purchaser), each other Person that is the permitted holder of record of at least one Share, the Warrant, the Option or any of the Class A Common Stock issued upon the exercise of any Share, the Warrant (or any substitute warrant issued pursuant thereto) or the Option (or any substitute option issued pursuant thereto) (a Holder) who becomes a party hereto by the execution of a Joinder, and Meredith Corporation, an Iowa corporation (the Company and together with Purchaser, any other Holders party hereto, the Parties). As provided in Section 3.1, capitalized terms used herein but not otherwise defined have the meanings specified in the Statement of Designation of Series A Preferred Stock of Meredith Corporation (the Series A Statement of Designation).

SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 29, 2018 by and Among (January 30th, 2018)

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 29, 2018, by and among FOSSIL GROUP, INC., a Delaware corporation (the US Borrower), FOSSIL GROUP EUROPE GMBH, a limited liability company organized under the law of Switzerland (Fossil Group Europe) and certain other Foreign Subsidiaries of US Borrower listed on Schedule 1.1E joined from time to time as a Borrower pursuant to Section 5.15(a) (collectively, the Non-US Borrowers and each a Non-US Borrower, together with the US Borrower, collectively, the Borrowers), the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof (collectively with the lenders party hereto, the Lenders) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as the Administrative Agent for the Lenders.

T-Mobile USA, INC. $1,000,000,000 4.500% Senior Notes Due 2026 $1,500,000,000 4.750% Senior Notes Due 2028 Purchase Agreement (January 25th, 2018)

T-Mobile USA, Inc., a Delaware corporation (the Company), proposes to issue and sell to Deutsche Telekom AG (the Purchaser) $1,000,000,000 principal amount of its 4.500% Senior Notes due 2026-1 (the 2026 Notes) and $1,500,000,000 principal amount of its 4.750% Senior Notes due 2028-1 (the 2028 Notes). The 2026 Notes and the 2028 Notes are collectively referred to herein as the Notes; and the Notes together with the Guarantees (as defined below) are, together, referred to herein as the Securities. The Securities will be issued under the Indenture, dated as of April 28, 2013 (as previously amended, the Base Indenture), and a supplemental indenture with respect to each of the 2026 Notes and the 2028 Notes, each to be dated as of the Closing Date (as defined below) and substantially containing the terms and conditions set forth in the Description of Notes attached hereto as Exhibit A (the Description of Notes) to be executed in form and substance satisfactory to the parties hereto on or pr

Nuveen Global Cities REIT, Inc. – Amendment to Valuation Services Agreement (January 24th, 2018)

This Amendment shall be effective as of December 15, 2017, and updated to include additional service offerings to the Agreement. Addendum A of this Amendment is hereby added and incorporated into the Agreement and shall constitute an integral part thereof.

Americold Realty Trust – CREDIT AGREEMENT Among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., AMERICOLD REALTY TRUST, the Several Lenders and Letter of Credit Issuers From Time to Time Parties Hereto, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., ROYAL BANK OF CANADA and COOOPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Syndication Agents and COMPASS BANK, CITIZENS BANK, NATIONAL ASSOCIATION, REGIONS BANK and SUNTRUST BANK, as Documentation Agents Dated as of January 23, 2018 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, JPMORGAN CHASE BANK, N.A., RBC CAPITAL MARKETS and COOOPERATIEVE (January 23rd, 2018)

CREDIT AGREEMENT (this Agreement), dated as of January 23, 2018, among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the Borrower), AMERICOLD REALTY TRUST, a Maryland real estate investment trust (the Company), the several banks and other financial institutions from time to time parties to this Agreement as Lenders and Letter of Credit Issuers (each, as defined in Section 1.1) and BANK OF AMERICA, N.A., as administrative agent.

Employment Agreement (January 19th, 2018)

THIS AGREEMENT ("Agreement"), by and between the Federal Home Loan Bank of Des Moines, a federally chartered corporation ("Company"), and Sunil Mohandas ("Executive"), is effective as of January 1, 2018 (the "Effective Date"). In consideration of the mutual covenants set forth herein, the Company and the Executive hereby agree as follows:

Employment Agreement (January 19th, 2018)

THIS AGREEMENT ("Agreement"), by and between the Federal Home Loan Bank of Des Moines, a federally chartered corporation ("Company"), and Dusan Stojanovic ("Executive"), is effective as of January 1, 2018 (the "Effective Date"). In consideration of the mutual covenants set forth herein, the Company and the Executive hereby agree as follows:

AMENDED AND RESTATED CREDIT AGREEMENT Among CORE MOLDING TECHNOLOGIES, INC. And 1137925 B.C. LTD. As Borrowers THE LENDERS NAMED HEREIN as Lenders and KEYBANK NATIONAL ASSOCIATION as Administrative Agent, Swing Line Lender and Issuing Lender KEYBANC CAPITAL MARKETS INC. As Lead Arranger and Sole Book Runner Dated as of January 16, 2018 (January 19th, 2018)

This CREDIT AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this "Agreement") is made effective as of the 16th day of January, 2018 among:

Lithium Americas Corp. – LITHIUM AMERICAS CORP. MANAGEMENTS DISCUSSION AND ANALYSIS FOR THE FIFTEEN MONTHS ENDED DECEMBER 31, 2016 Background (January 18th, 2018)

This Managements Discussion and Analysis (MD&A), prepared as of March 27, 2017, should be read in conjunction with December 31, 2016 audited consolidated financial statements and notes thereto of Lithium Americas Corp. (Lithium Americas, the Company, or LAC). These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). All amounts are expressed in United States dollars, unless otherwise stated.

News Release (January 18th, 2018)

The board also authorized the redemption of all outstanding common stock purchase rights issued pursuant to the shareholder rights plan (commonly known as a "poison pill"), adopted in January 1999 and subsequently amended in December 2008, effective as of the close of business on January 31, 2018. Under the rights plan, one right is attached to each outstanding share of common stock. The rights will be redeemed at a price of $0.0005 per right, payable in cash. The redemption payment will be payable on February 15, 2018 to shareowners as of the close of business on January 31, 2018. Shareowners do not have to take any action to receive the redemption payment and do not have to exchange stock certificates.

Industrial Logistics Properties Trust – TRANSACTION AGREEMENT by and Between SELECT INCOME REIT and INDUSTRIAL LOGISTICS PROPERTIES TRUST (January 18th, 2018)

THIS TRANSACTION AGREEMENT, made as of January 17, 2018, is by and between SELECT INCOME REIT, a Maryland real estate investment trust (SIR), and INDUSTRIAL LOGISTICS PROPERTIES TRUST, a Maryland real estate investment trust (ILPT).

Forum Merger Corp – Avaya Inc. Reseller Master Terms and Conditions (January 12th, 2018)

This Reseller Agreement (Agreement) is made effective as of Jul 03 2002 (Effective Date) by and between Avaya Inc. (Avaya) a Delaware corporation with offices at 211 Mt Airy Rd, Basking Ridge, NJ 07920 and North American Communications Resource, Inc. dba NACR, Inc., (Reseller) a Minnesota corporation, with offices located at 3344 Highway 149, Eagan, MN 55121.

America's Car-Mart, Inc. – Retirement and Transition Agreement (January 11th, 2018)

THIS RETIREMENT AND TRANSITION AGREEMENT (this "Agreement") is entered into effective as of January 1, 2018 by and between America's Car Mart, Inc., an Arkansas corporation (the "Company"), and William H. Henderson ("Executive").

Heritage Commerce Corp – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG HERITAGE COMMERCE CORP HERITAGE BANK OF COMMERCE and ATBANCORP UNITED AMERICAN BANK Dated as of January 10, 2018 (January 11th, 2018)

This Agreement and Plan of Merger and Reorganization (this Agreement), is entered into as of January 10, 2018, by and among ATBANCORP, an Iowa corporation (ATB), UNITED AMERICAN BANK, a California banking corporation (UAB), HERITAGE COMMERCE CORP, a California corporation (HCC), and HERITAGE BANK OF COMMERCE, a California banking corporation (HBC) (each a party and collectively the parties).

Americold Realty Trust – CREDIT AGREEMENT Among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., AMERICOLD REALTY TRUST, the Several Lenders and Letter of Credit Issuers From Time to Time Parties Hereto, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., ROYAL BANK OF CANADA and COOOPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Syndication Agents and COMPASS BANK, CITIZENS BANK, NATIONAL ASSOCIATION, REGIONS BANK and SUNTRUST BANK, as Documentation Agents Dated as of [_____________], 2017 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, JPMORGAN CHASE BANK, N.A., RBC CAPITAL MARKETS and COOOPERA (January 9th, 2018)

CREDIT AGREEMENT (this Agreement), dated as of [ ], among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the Borrower), AMERICOLD REALTY TRUST, a Maryland real estate investment trust (the Company), the several banks and other financial institutions from time to time parties to this Agreement as Lenders and Letter of Credit Issuers (each, as defined in Section 1.1) and BANK OF AMERICA, N.A., as administrative agent.

US$ 970,000,000 TERM LOAN CREDIT AGREEMENT Dated as of January 2, 2018 by and Among BEACON ROOFING SUPPLY, INC., as the Borrower, the LENDERS Referred to Herein, CITIBANK, N.A., as Administrative Agent and Collateral Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, CITIGROUP GLOBAL MARKETS INC., WELLS FARGO SECURITIES, LLC, J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and SUNTRUST ROBINSON HUMPHREY, INC., Each as a Joint Lead Arranger and Joint Bookrunner (January 5th, 2018)

TERM LOAN CREDIT AGREEMENT, dated as of January 2, 2018, by and among BEACON ROOFING SUPPLY, INC., a Delaware corporation, as the Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and CITIBANK, N.A., as Administrative Agent for the Lenders.

MidAmerican Energy Holdings Company – 2.375% Senior Notes Due 2021 2.800% Senior Notes Due 2023 3.250% Senior Notes Due 2028 3.800% Senior Notes Due 2048 Twelfth Supplemental Indenture (January 5th, 2018)

TWELFTH SUPPLEMENTAL INDENTURE, dated as of January 5, 2018 (this "Twelfth Supplemental Indenture"), between BERKSHIRE HATHAWAY ENERGY COMPANY, an Iowa corporation (the "Company"), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (the "Trustee") under the Base Indenture referred to below.

MidAmerican Energy Holdings Company – BERKSHIRE HATHAWAY ENERGY COMPANY and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Eleventh Supplemental Indenture Dated as of December 29, 2017 (January 5th, 2018)

ELEVENTH SUPPLEMENTAL INDENTURE, dated as of December 29, 2017 (this "Eleventh Supplemental Indenture"), between BERKSHIRE HATHAWAY ENERGY COMPANY, an Iowa corporation (the "Company"), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (the "Trustee") under the Base Indenture referred to below.

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 2, 2018 by and Among BEACON ROOFING SUPPLY, INC., as Holdings, BEACON SALES ACQUISITION, INC., THE SUBSIDIARIES OF HOLDINGS PARTIES HERETO as US Borrowers, BEACON ROOFING SUPPLY CANADA COMPANY, as Canadian Borrower, the Parties Referred to Herein, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Issuing Bank and WELLS FARGO BANK, NATIONAL ASSOCIATION, CITIGROUP CAPITAL MARKETS INC., BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A. And SUNTRUST ROBINSON HUMPHREY, INC. Each as a Joint L (January 5th, 2018)

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 2, 2018, by and among Beacon Roofing Supply, Inc., a Delaware corporation, as Holdings, Beacon Sales Acquisition, Inc., a Delaware corporation, as a US Borrower, the Subsidiaries of Holdings set forth on Schedule 1.1(h), each as a US Borrower, Beacon Roofing Supply Canada Company, an unlimited liability company organized under the laws of Nova Scotia, as a Canadian Borrower, the lenders who are party to this agreement and the lenders who may become a party to this agreement pursuant to the terms hereof, as lenders, Wells Fargo Bank, National Association, a national banking association, as Administrative Agent for the Lenders, and Wells Fargo Bank, National Association, Citigroup Capital Markets Inc., Bank of America, N.A., JPMorgan Chase Bank, N.A. and SunTrust Robinson Humphrey, Inc., each as a Joint Lead Arranger and Joint Bookrunner.