Iowa Sample Contracts

Gaming & Leisure Properties, Inc. – [Signature Page to Amendment No. 2 to the Credit Agreement] (May 22nd, 2018)

This CREDIT AGREEMENT is entered into as of October 28, 2013, as amended by Amendment No. 1 to the Credit Agreement dated July 31, 2015 (as further amended, restated, amended and restated, supplemented and otherwise modified from time to time, this Agreement), among GLP Financing, LLC, a Pennsylvania limited liability company (together with its successors, the Borrower), each Lender from time to time party hereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the Administrative Agent).

EMC Insurance Group, Inc. – By-Laws of Emc Insurance Group Inc. (May 21st, 2018)

The principal office of the corporation in the State of Iowa shall be located in the City of Des Moines, County of Polk. The corporation may have such other offices, either within or without the State of Iowa, as the board of directors may designate or as the business of the corporation may require from time to time.

Agree Realty Corporation – AGREE REALTY CORPORATION Shares of Common Stock (Par Value $0.0001 Per Share) EQUITY DISTRIBUTION AGREEMENT (May 18th, 2018)

Page SECTION 1 DESCRIPTION OF SECURITIES 1 SECTION 2 PLACEMENTS 7 SECTION 3 SALE OF SECURITIES 9 SECTION 4 SUSPENSION OF SALES 11 SECTION 5 REPRESENTATIONS AND WARRANTIES 11 SECTION 6 SALE AND DELIVERY; SETTLEMENT 29 SECTION 7 COVENANTS OF THE COMPANY AND THE OPERATING PARTNERSHIP 33 SECTION 8 PAYMENT OF EXPENSES 41 SECTION 9 CONDITIONS OF THE OBLIGATIONS OF THE AGENT, THE FORWARD SELLER AND THE FORWARD PURCHASER 41 SECTION 10 INDEMNIFICATION 44 SECTION 11 CONTRIBUTION 46 SECTION 12 REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY 48 SECTION 13 TERMINATION OF AGREEMEN

Agree Realty Corporation – AGREE REALTY CORPORATION Shares of Common Stock (Par Value $0.0001 Per Share) EQUITY DISTRIBUTION AGREEMENT (May 18th, 2018)

Page SECTION 1 DESCRIPTION OF SECURITIES 1 SECTION 2 PLACEMENTS 4 SECTION 3 SALE OF SECURITIES 6 SECTION 4 SUSPENSION OF SALES 6 SECTION 5 REPRESENTATIONS AND WARRANTIES 6 SECTION 6 SALE AND DELIVERY; SETTLEMENT 23 SECTION 7 COVENANTS OF THE COMPANY AND THE OPERATING PARTNERSHIP 26 SECTION 8 PAYMENT OF EXPENSES 33 SECTION 9 CONDITIONS OF THE OBLIGATIONS OF THE MANAGER 34 SECTION 10 INDEMNIFICATION 36 SECTION 11 CONTRIBUTION 38 SECTION 12 REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY 40 SECTION 13 TERMINATION OF AGREEMENT 40 SECTION 14

Charah Solutions, Inc. – Amended and Restated Employment Agreement (May 18th, 2018)
New Senior Investment Group Inc. – LOAN AGREEMENT Dated as of May 14, 2018 Between THE ENTITIES LISTED ON SCHEDULE I-A, as Borrower and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Lender (May 16th, 2018)

THIS LOAN AGREEMENT, dated as of May 14, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (Lender) and THE ENTITIES LISTED ON SCHEDULE I-A, each either a Delaware limited liability company or Delaware limited partnership, having its principal place of business at c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 45th Floor, New York, New York 10105 (each, an Individual Borrower and collectively, Borrower).

New Senior Investment Group Inc. – LOAN AGREEMENT Dated as of May 14, 2018 Between NIC 12 OWNER LLC and NIC 13 OWNER LLC, as Borrower and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Lender (May 16th, 2018)

THIS MEZZANINE LOAN AGREEMENT, dated as of May 14, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (Lender) and NIC 12 OWNER LLC and NIC 13 OWNER LLC, each a Delaware limited liability company, having its principal place of business at c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 45th Floor, New York, New York 10105 (each, an Individual Borrower and collectively, Borrower).

CREDIT AGREEMENT Dated as of May 10, 2018 Among TELEPHONE AND DATA SYSTEMS, INC. As the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and L/C Issuer, and THE OTHER LENDERS PARTY HERETO WELLS FARGO SECURITIES, LLC, TD SECURITIES (USA), LLC, CITIGROUP GLOBAL MARKETS INC., COBANK, ACB, U.S. BANK NATIONAL ASSOCIATION, RBC CAPITAL MARKETS, as Co- Lead Arrangers and Joint Book Managers TORONTO DOMINION (TEXAS) LLC, as Syndication Agent CITIBANK, N.A., COBANK, ACB U.S. BANK NATIONAL ASSOCIATION, ROYAL BANK OF CANADA, as Co-Documentation Agents (May 16th, 2018)
CREDIT AGREEMENT Dated as of May 10, 2018 Among (May 16th, 2018)

This CREDIT AGREEMENT (Agreement) is entered into as of May 10, 2018, among UNITED STATES CELLULAR CORPORATION, a Delaware corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), TORONTO DOMINION (TEXAS) LLC, as Administrative Agent, and THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as L/C Issuer and as Swing Line Lender.

EZCorp, Inc. 2.375% Convertible Senior Notes Due 2025 PURCHASE AGREEMENT May 9, 2018 (May 15th, 2018)

The Securities will be issued pursuant to the provisions of an indenture, to be dated as of May 14, 2018 (the "Indenture"), among the Company and Wells Fargo Bank, N.A., as trustee (the "Trustee").

May 3, 2018 Dual Fuel, LLC 7030 W. Oakland Street, Suite 101 Chandler, AZ 85226 Attn: Kenneth Losch, Manager (May 10th, 2018)

This binding letter of intent (the "Letter") sets forth the basic terms and conditions of the acquisition (the "Transaction") by Dual Fuel, LLC, an Arizona limited liability company, (the "Buyer") from American Power Group, Inc., an Iowa corporation ("APGI") and its parent, American Power Group Corporation, an Iowa corporation ("APG") (APGI and APG collectively, the "Seller"), of four hundred million (400,000,000) shares (the "Shares") of Seller's common stock. Buyer and Seller are sometimes individually referred to as a "Party" and collectively referred to as the "Parties." This Letter supersedes, in its entirety, any and all oral or written communications that previously occurred between the parties, including, without limitation, that certain Letter of Intent, dated as of January 11, 2018.

Patent and Technology Purchase Agreement (May 10th, 2018)

This Patent and Technology Installment Purchase Agreement (the "Agreement") is made as of the 4th day of May, 2018 (the "Effective Date"), by and among M&R Development, Inc., an Iowa corporation, having a principal place of business at 61 Smith Circle, Algona Iowa, 50511 ("M&R"), Clean Power Technology LLC, an Iowa limited liability company, having a principal place of business at 61 Smith Circle, Algona, Iowa, 50511 ("CPT"), (M&R and CPT, the "Seller") and American Power Group, Inc., an Iowa corporation, with a principal place of business at 2503 E. Poplar Street, Algona, Iowa 50511 (the "Buyer"), each referred to herein individually as a "Party" and collectively as the "Parties".

State Auto Financial Corporation – SECOND AMENDMENT to MANAGEMENT AND OPERATIONS AGREEMENT AMENDED AND RESTATED as of January 1, 2015 (May 9th, 2018)

This Second Amendment ("Second Amendment") to the Management and Operations Agreement Amended and Restated as of January 1, 2015 (the 2015 Management Agreement"), is attached to and hereby expressly made a part of said 2015 Management Agreement by and among State Automobile Mutual Insurance Company, an Ohio corporation ("Mutual"), State Auto Financial Corporation, an Ohio corporation ("STFC"), State Auto Property & Casualty Insurance Company, an Iowa corporation ("State Auto P&C"), State Auto Insurance Company of Ohio, an Ohio corporation ("SA OH"), Milbank Insurance Company, an Iowa corporation ("Milbank"), Meridian Security Insurance Company, an Indiana corporation ("Meridian"), Patrons Mutual Insurance Company of Connecticut, a Connecticut corporation ("Patrons"), Stateco Financial Services, Inc., an Ohio corporation ("Stateco"), 518 Property Management and Leasing, LLC, an Ohio limited liability company ("518 PML"), State Auto Holdings, Inc., an Ohio corporation ("SA Holdings"), Fa

American Equity Investment Life Holding Company – Award Agreement (May 8th, 2018)

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this "Agreement"), dated as of __________, 20__ (the "Date of Grant"), is made by and between American Equity Investment Life Holding Company, an Iowa corporation (the "Company"), and _______________ (the "Grantee").

American Equity Investment Life Holding Company – Change in Control Agreement (May 8th, 2018)

THIS AGREEMENT is entered into this ___ day of ___________ by and between AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY, an Iowa corporation (the "Company"), and _____________ (the "Executive"). The Company's Board of Directors (the "Board") has determined that it is in the best interests of the Company and its stockholders to ensure that the Company and its Affiliates will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a termination of the Executive's employment in certain circumstances, including following a Change in Control as defined herein. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened termination of the Executive's employment in such circumstances and to provide the Executive with compensation and benefits arrangements upon such a termination which ensure that the compensation and benefits

Total System Services, Inc. [Name of Awardee] Performance Share Agreement (May 8th, 2018)

Total System Services, Inc. ("Company") confirms that on __, 20__, the Compensation Committee of the Board of Directors of Total System Services, Inc. (the "Committee") approved, effective ____ 20__ (the "Grant Date"), an award of performance shares ("Performance Shares") with an initial economic value equal to ____ Dollars ($___) (such initial economic value being the "20__-20__ Performance Opportunity"). The number of Performance Shares initially granted pursuant to this Performance Share Agreement will be determined by dividing the 20__-20__ Performance Opportunity by the closing price of the Company's Shares on the New York Stock Exchange on the Grant Date (your "Initial Performance Shares"). Your Initial Performance Shares may be adjusted based on the specified performance measures for the period 20__-20__ pursuant to the provisions of Section 1 below. The number of Performance Shares that you become entitled to receive will vest in accordance with the provisions of Section 2 (

Contract (May 8th, 2018)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

Madison Gas & Electric Co – Seventeenth Supplemental Indenture Madison Gas and Electric Company to Firstar Trust Company (Formerly Known as First Wisconsin Trust Company), Trustee Dated as of February 1, 1993 Creating an Issue of 7.70% First Mortgage Bonds, 2028 Series Supplemental to Indenture of Mortgage and Deed of Trust Dated as of January 1, 1946 (May 8th, 2018)

Seventeenth Supplemental Indenture, dated as of the 1st day of February, 1993, between MADISON GAS AND ELECTRIC COMPANY, a corporation duly organized and existing under and by virtue of the laws of the State of Wisconsin (hereinafter called the "Company"), party of the first part, and FIRSTAR TRUST COMPANY (formerly known as 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 place of business in the City of Milwaukee, Wisconsin (hereinafter called the "Trustee"), as Trustee under the Indenture hereinafter mentioned, party of the second part:

U.S. $900,000,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 30, 2018 Among (May 7th, 2018)

This Agreement amends and restates in its entirety the Credit Agreement dated as of June 30, 2017, by and among the Borrower, Mizuho, as administrative agent, and the existing lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the "Existing Credit Agreement").

First Lien Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing Statement (May 7th, 2018)

THIS FIRST LIEN MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT (this "Mortgage") is made as of April 5, 2018 by GREEN PLAINS SHENANDOAH LLC, a Delaware limited liability company (together with its successors and permitted assigns, "Mortgagor"), having an address at 1811 Aksarben Drive, Omaha, NE 68106, to BNP PARIBAS ("BNPP"), as Agent (as hereinafter defined), having an address at 787 Seventh Avenue, New York, New York 10019 (BNPP, in such capacity, together with its successors and assigns, "Mortgagee").

Performance Share Unit Agreement (May 7th, 2018)

This Performance Share Unit Agreement (the "Agreement") is made this ___ day of ____, 20__ to _______________ (the "Grantee") and evidences the grant by Green Plains Inc. (the "Company") of a Performance Share Unit Award (the "Award") to the Grantee on the date hereof (the "Date of Grant") pursuant to the Company's 2009 Equity Incentive Plan (the "Plan"). By accepting the Award, the Grantee agrees to be bound in accordance with the provisions of this Agreement and the Plan. Capitalized terms used but not defined herein shall have the same meaning as in the Plan.

First Lien Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing Statement (May 7th, 2018)

THIS FIRST LIEN MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT (this "Mortgage") is made as of April 5, 2018 by GREEN PLAINS HOLDINGS II LLC, a Delaware limited liability company (together with its successors and permitted assigns, "Mortgagor"), having an address at 1811 Aksarben Drive, Omaha, NE 68106, to BNP PARIBAS ("BNPP"), as Agent (as hereinafter defined), having an address at 787 Seventh Avenue, New York, New York 10019 (BNPP, in such capacity, together with its successors and assigns, "Mortgagee").

(Space Above for Recorder's Use) (May 7th, 2018)
Amendment to Employment Agreement (May 7th, 2018)

This Amendment to Employment Agreement (this "Agreement") is effective as of the March 27, 2018, by and between GREEN PLAINS INC., an Iowa corporation (the "Company"), and TODD BECKER, an individual ("Executive).

Second Lien Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing Statement (May 7th, 2018)

This mortgage contains after-acquired property provisions and constitutes a fixture financing statement under the Minnesota Uniform Commercial Code.

(Space Above for Recorder's Use) (May 7th, 2018)
Restricted Stock Agreement (May 7th, 2018)

This Restricted Stock Agreement (the "Agreement") is made this __ day of ______, 20__ to (the "Grantee") and evidences the grant by Green Plains Inc., an Iowa corporation (the "Company") of a Restricted Stock Award (the "Award") to the Grantee on the date hereof (the "Date of Grant") pursuant to the Company's 2009 Equity Incentive Plan, as amended (the "Plan"). By accepting the Award, the Grantee agrees to be bound in accordance with the provisions of this Agreement and the Plan. Capitalized terms used but not defined herein shall have the same meaning as in the Plan.

U.S. $3,500,000,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 30, 2018 Among (May 7th, 2018)

This Agreement amends and restates in its entirety the Credit Agreement dated as of June 30, 2016, as amended, by and among the Borrower, MUFG Union Bank, N.A., as administrative agent and the lenders party thereto from time to time (the "Existing 2016 Credit Agreement").

Second Lien Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing Statement (May 7th, 2018)

This mortgage contains after-acquired property provisions and constitutes a fixture financing statement under the Minnesota Uniform Commercial Code.

FIRST LIEN MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT by and From GREEN PLAINS FAIRMONT LLC, "Mortgagor" to BNP PARIBAS, in Its Capacity as Administrative Agent and Collateral Agent, "Mortgagee" (May 7th, 2018)

This mortgage contains after-acquired property provisions and constitutes a fixture financing statement under the Minnesota Uniform Commercial Code.

(Space Above for Recorder's Use) (May 7th, 2018)
First Lien Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing Statement (May 7th, 2018)

This mortgage contains after-acquired property provisions and constitutes a fixture financing statement under the Minnesota Uniform Commercial Code.

Employment Agreement (May 7th, 2018)

This Employment Agreement (this "Agreement ") is effective as of the Effective Date (as defined herein) and is entered into by and among Green Plains, Inc., an Iowa corporation ("GPRE"), its wholly owned subsidiaries SCI Ingredients Holdings, Inc., and its operating subsidiary Fleischmann's Vinegar Company, Inc., each a Delaware corporation (such subsidiaries collectively, the "Company"), and Kenneth M. Simril, an individual ("Executive") this 27th day of September, 2016.

First Lien Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing Statement (May 7th, 2018)

THIS FIRST LIEN MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING STATEMENT (this "Mortgage") is made as of April 5, 2018 by GREEN PLAINS SUPERIOR LLC, an Iowa limited liability company (together with its successors and permitted assigns, "Mortgagor"), having an address at 1811 Aksarben Drive, Omaha, NE 68106, to BNP PARIBAS ("BNPP"), as Agent (as hereinafter defined), having an address at 787 Seventh Avenue, New York, New York 10019 (BNPP, in such capacity, together with its successors and assigns, "Mortgagee").

Vici Properties Inc. – Third Amendment to Lease (Non-Cplv) (May 4th, 2018)

THIS THIRD AMENDMENT TO LEASE (NON-CPLV) (this "Agreement"), is made as of April 2, 2018, by and among the entities listed on Schedule A attached hereto (collectively, and together with their respective successors and assigns, "Landlord"), and CEOC, LLC, a Delaware limited liability company, and the entities listed on Schedule B attached hereto (collectively, and together with their respective successors and assigns, "Tenant").