Iowa Sample Contracts

News Corp – FOXTEL MANAGEMENT PTY LIMITED (ABN 65 068 671 938) in Its Own Capacity as Guaranteed By: SKY CABLE PTY LIMITED (ABN 14 069 799 640) TELSTRA MEDIA PTY LIMITED (ABN 72 069 279 027) FOXTEL MANAGEMENT PTY LIMITED (ABN 65 068 671 938) in Its Capacity as Agent for the Partners as a Partnership Carrying on the Business of the FOXTEL Partnership and as Agent for the FOXTEL Television Partnership and the FOXTEL GROUP MEMBER GUARANTORS U.S.$500,000,000 3.68% Series D Guaranteed Senior Notes Due 2019 4.27% Series E Guaranteed Senior Notes Due 2022 4.42% Series F Guaranteed Senior Notes Due 2024 A$100,000 (August 15th, 2018)

No liability for any Tax, directly or indirectly, imposed, assessed, levied or collected by or for the account of any Governmental Authority of Australia or any political subdivision thereof will be incurred by the Obligor, either Partner or any holder of a Note as a result of the execution or delivery of this Agreement and the Notes and no deduction or withholding in respect of Taxes imposed by or for the account of Australia or, to the knowledge of the Obligor and each Partner, any other Taxing Jurisdiction, is required to be made from any payment by the Obligor or either Partner under the Finance Documents to which it is a party, except for any such liability, withholding or deduction imposed, assessed, levied or collected by or for the account of any such Governmental Authority of Australia or any political subdivision thereof arising out of circumstances described in clauses (a) through (f), inclusive, of Section 13.

LOAN AGREEMENT Between SUNSTRONG CAPITAL ACQUISITION, LLC (Borrower) and SUNSTRONG CAPITAL LENDER LLC (Lender) August 10, 2018 (August 15th, 2018)

THIS LOAN AGREEMENT (as amended, modified or supplemented from time to time, together with all exhibits, schedules, annexes and other attachments hereto, this "Agreement") is entered into as of August 10, 2018, between SunStrong Capital Acquisition, LLC, a Delaware limited liability company (the "Borrower"), and SunStrong Capital Lender LLC, a Maryland limited liability company (together with its successors and assigns, the "Lender"). Capitalized terms have the meanings set forth in Article 1 of this Agreement.

3.25% Convertible Senior Notes Due 2019 (August 14th, 2018)

INDENTURE, dated as of August 14, 2018, between Green Plains Inc., an Iowa corporation ("Company"), and Wilmington Trust, National Association, a national banking association, as trustee ("Trustee").

MEMBERS Horizon Variable Separate Account – Contract Number: [123456789] (August 13th, 2018)

This contract is issued to the Owner in consideration of the application and the initial Purchase Payment. MEMBERS Life Insurance Company will pay the benefits of this contract, subject to its terms and conditions, which will never be less than the amount required by the state law in which the contract is delivered.

MEMBERS Horizon Variable Separate Account – Contract Number: [123456789] (August 13th, 2018)

This contract is issued to the Owner in consideration of the application and the initial Purchase Payment. MEMBERS Life Insurance Company will pay the benefits of this contract, subject to its terms and conditions, which will never be less than the amount required by the state law in which the contract is delivered.

MEMBERS Horizon Variable Separate Account – Return of Purchase Payment Death Benefit Endorsement (August 13th, 2018)

This endorsement is part of the contract to which it is attached. Should any provision of this endorsement conflict with the contract, the provisions of this endorsement will prevail.

[Farmer Mac Letterhead] (August 9th, 2018)

The Board of Directors (the "Board") of the Federal Agricultural Mortgage Corporation ("Farmer Mac") appreciates your service as Acting President and Chief Executive Officer. This letter agreement specifies the terms of compensation during your continued service in that position, which terms were approved by the Board on May 2, 2018.

American Equity Investment Life Holding Company – Award Agreement (August 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").

Amendment No. 2 to Credit Agreement (August 8th, 2018)

AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of June 28, 2018 (this "Amendment"), by and among MARSHALL BROADCASTING GROUP, INC., a Texas corporation (the "Borrower"), each Loan Party and Marshall Equity Holder party hereto, BANK OF AMERICA, N.A., as administrative agent (the "Administrative Agent"), each person party hereto as a Consenting Term A Lender, each person party hereto as a Consenting Revolving Lender and Bank of America, N.A. as the Additional Term A-3 Lender.

Heartland Financial USA, Inc. – Principal Loan Date Maturity Loan No Call / Coll 9A00 / AA Account Officer Initials (August 7th, 2018)

PROMISE TO PAY. Heartland Financial USA, Inc. ("Borrower") promises to pay to Bankers Trust Company ("lender"), or order, in lawful money of the United States of America, the principal amount of Thirty-eight Million Three Hundred Thirty-three Thousand Three Hundred Thirty-Three & 25/100 Dollars ($38,333,333.25) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance.

Inland Real Estate Income Trust, Inc. – Subsidiary Guaranty (August 7th, 2018)

This Subsidiary Guaranty (the "Subsidiary Guaranty") is made as of August 1, 2018 by the parties identified in the signature pages hereto, and any Joinder to Subsidiary Guaranty hereafter delivered (collectively, the "Subsidiary Guarantors"), to and for the benefit of KeyBank National Association ("KeyBank") as administrative agent ("Administrative Agent") for itself and the lenders under the Credit Agreement (as defined below) and their respective successors and assigns (collectively, the "Lenders").

EMC Insurance Group, Inc. – PER OCCURRENCE CATASTROPHE EXCESS OF LOSS REINSURANCE CONTRACT Issued To (August 7th, 2018)

This Aggregate Catastrophe Excess of Loss and Per Occurrence Catastrophe Excess of Loss Reinsurance Contract (the "Contract") is hereby made by and between Employers Mutual Casualty Company ("EMCC") as the Reinsurer and EMC Reinsurance Company ("EMC Re") as the Reinsured or Company.

Heartland Financial USA, Inc. – Principal Loan Date Maturity Loan No Call / Coll 9A00 / AA Account Officer Initials (August 7th, 2018)

PROMISE TO PAY. Heartland Financial USA, Inc. ("Borrower") promises to pay to Bankers Trust Company ("lender"), or order, in lawful money of the United States of America, the principal amount of Twenty-five Million & 00/100 Dollars ($25,000,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance.

Servicemaster Global Holdings Inc – CREDIT AGREEMENT Among THE SERVICEMASTER COMPANY, LLC, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO and JPMORGAN CHASE BANK, N.A. As Administrative Agent Dated as of August 1, 2018 (August 7th, 2018)

CREDIT AGREEMENT, dated as of August 1, 2018, among THE SERVICEMASTER COMPANY, LLC, a Delaware limited liability company (as further defined in subsection 1.1, the Borrower), the several banks and other financial institutions from time to time party to this Agreement (as further defined in subsection 1.1, the Lenders) and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders hereunder (in such capacities, respectively, the Administrative Agent).

EMC Insurance Group, Inc. – Emc Insurance Companies Amended and Restated Reinsurance Pooling Agreement Between Employers Mutual Casualty Company and Certain of Its Affiliated Companies Effective January 1, 2017 (August 7th, 2018)

This EMC Insurance Companies Amended and Restated Reinsurance Pooling Agreement Between Employers Mutual Casualty Company and Certain of its Affiliated Companies (the "Agreement" or "Amended and Restated Pooling Agreement") is entered into as of January 1, 2017, by and between Employers Mutual Casualty Company and certain of its affiliated or subsidiary companies such as are signatory hereto by means of exhibits setting forth the interests and liabilities of the parties, attached hereto and made a part of this Agreement. Employers Mutual Casualty Company is hereinafter referred to as "EMC", and the other companies signatory hereto are hereinafter referred to as the "Affiliated Companies" or as the "Affiliated Company", as the context requires. Any addition or exclusion of an Affiliated Company shall be subject to the prior approval of the Iowa Insurance Division.

EMC Insurance Group, Inc. – SEMI-ANNUAL AGGREGATE CATASTROPHE EXCESS OF LOSS REINSURANCE CONTRACT Issued To (August 7th, 2018)

This Semi-Annual Aggregate Catastrophe Excess of Loss Reinsurance Contract (the "Contract") is hereby made by and between Employers Mutual Casualty Company ("EMCC") as the Reinsurer and Dakota Fire Insurance Company, EMCASCO Insurance Company, and Illinois EMCASCO Insurance Company (collectively, the "Companies") as the Reinsureds.

Editas Medicine, Inc. – Amended and Restated Collaboration and License Agreement (August 7th, 2018)

This AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENT (this "Agreement"), effective as of May 3, 2018 (the "Amendment Date"), is made by and between Editas Medicine, Inc., a Delaware corporation, having a principal place of business at 11 Hurley St, Cambridge, MA 02141 ("Editas"), and Juno Therapeutics, Inc., a Delaware corporation, having a place of business at 400 Dexter Avenue North, Suite 1200, Seattle, WA 98109 ("Juno") and amends and restates that certain Collaboration and License Agreement by and between Editas and Juno (the "Original Agreement") dated as of May 26, 2015 (the "Original Agreement Effective Date").

Inland Real Estate Income Trust, Inc. – Amended and Restated Credit Agreement Dated as of August 1, 2018 Among Inland Real Estate Income Trust, Inc. As Borrower, Keybank National Association as Administrative Agent, Keybanc Capital Markets Inc. As Joint Lead Arranger, Pnc Capital Markets Llc as Joint Lead Arranger, Merrill Lynch Pierce, Fenner & Smith Incorporated as Joint Lead Arranger, Pnc Bank, N.A. As Co-Syndication Agent, Bank of America, N.A. As Co-Syndication Agent, (August 7th, 2018)

This Amended and Restated Credit Agreement (the "Agreement") dated as of August 1, 2018, among Inland Real Estate Income Trust, Inc., a corporation organized under the laws of the State of Maryland (the "Borrower"), KeyBank National Association, a national banking association, and the several other banks, financial institutions and entities from time to time parties to this Agreement (collectively, the "Lenders"), and KeyBank National Association, not individually, but as "Administrative Agent", amends and restates that certain Credit Agreement dated as of September 30, 2015, among the Borrower, certain of the Lenders, and KeyBank National Association as Administrative Agent, as amended by that certain Amendment Regarding Increase dated as of January 21, 2016, that certain Second Amendment to Credit Agreement dated as of October 25, 2016 and that certain Third Amendment to Credit Agreement dated as of April 17, 2017 (collectively, the "Original Credit Agreement").

EMC Insurance Group, Inc. – First Amended Investment Management Agreement (August 7th, 2018)

THIS FIRST AMENDED INVESTMENT MANAGEMENT AGREEMENT (the "Agreement"), effective January 1, 2018, is entered into by and between Employers Mutual Casualty Company, an Iowa corporation (hereinafter referred to as "EMCC"), and

EMC Insurance Group, Inc. – First Amended Services Agreement (August 7th, 2018)

THIS FIRST AMENDED SERVICES AGREEMENT (the "Agreement") is entered into effective January 1, 2018 by and between Employers Mutual Casualty Company ("EMC"), EMCASCO Insurance Company ("EMCASCO"), Illinois EMCASCO Insurance Company ("Illinois EMCASCO"), Dakota Fire Insurance Company ("Dakota Fire"), Union Insurance Company of Providence ("Union"), and EMC Property & Casualty Company ("EMC P&C"). All are Iowa corporations, except Dakota Fire, which is a North Dakota corporation. As of January 1, 2018, this Agreement amends and replaces the Services Agreement dated December 31, 2010.

EMC Insurance Group, Inc. – First Amended Inter-Company Loan Agreement (August 7th, 2018)

This First Amended Inter-Company Loan Agreement (the "Agreement") is entered into effective this 1st day of January, 2018 (the "Effective Date"), by and among Employers Mutual Casualty Company ("EMCC"), Union Insurance Company of Providence, EMC Property & Casualty Company (the foregoing two (2) companies are hereinafter collectively referred to as the "EMCC Subsidiaries"), EMCASCO Insurance Company, Illinois EMCASCO Insurance Company, Dakota Fire Insurance Company and EMC Reinsurance Company (the foregoing four (4) companies are hereinafter collectively referred to as the "Group Subsidiaries") (EMCC and each undersigned company are hereinafter collectively called the "Companies" or, individually, the "Company"). As of January 1, 2018, this Agreement amends and replaces the Inter-Company Loan Agreement dated January 1, 2012.

Laureate Education – Asset Purchase Agreement (August 7th, 2018)
MR2 Group, Inc. – Centurylink Master Service Agreement (August 6th, 2018)

This Master Service Agreement ("Agreement") is between CENTURYLINK COMMUNICATIONS, LLC ("CenturyLink") and PRECISION OPINION ("Customer") and is effective on the date the last party signs it (the "Effective Date"). This Agreement provides the terms and conditions applicable to Customer's purchase of products and services ("Service") from CenturyLink.

Seriesone, Inc – Contract (August 6th, 2018)

THIS OFFER OF REPURCHASE HAS NOT BEEN REVIEWED OR APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE OR PROVINCIAL SECURITIES DIVISON OR COMMISSION; NOTHING CONTAINED IN THIS OFFERING MEMORANDUM SHOULD BE DEEMED TO BE A REPRESENTATION THAT THE AMOUNT OFFERED BY THE COMPANY IS EQUAL TO THE AMOUNT RECOVERABLE BY THE OFFEREES IN A SUIT AGAINST THE COMPANY. NEITHER THE SEC NOR THE DIVISION ENDORSES THIS OFFER AND MAKES NO RECOMMENDATION AS TO ITS ACCEPTANCE OR REJECTION.

4.450% Senior Notes Due 2049 Thirteenth Supplemental Indenture Dated as of July 25, 2018 (August 6th, 2018)

WHEREAS, the Company has heretofore executed and delivered that certain Indenture, dated as of October 4, 2002, between the Company and The Bank of New York, as trustee (as amended by Article IV of the Second Supplemental Indenture thereto, dated as of May 16, 2003, between the Company and The Bank of New York, as trustee, Article IV of the Fourth Supplemental Indenture thereto, dated as of March 24, 2006, between the Company and The Bank of New York Trust Company, N.A., as trustee, and Article IV of the Fifth Supplemental Indenture thereto, dated as of May 11, 2007, between the Company and The Bank of New York Trust Company N.A., as trustee, the "Base Indenture," and, together with this Thirteenth Supplemental Indenture, the "Indenture"), to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness, the form and terms of which are to be established as set forth in Sections 2.01 and 3.01 of the Base Indenture;

MDU Resources – CREDIT AGREEMENT Among MDU RESOURCES GROUP, INC. (August 3rd, 2018)

This Agreement is entered into as of June 8, 2018, by and among MDU Resources Group, Inc., a Delaware corporation, the several banks and other financial institutions from time to time party hereto as lenders (the "Lenders"), and Wells Fargo Bank, National Association, a national banking association ("Wells Fargo"), in its capacity as administrative agent for the Lender Parties, as defined below (in such capacity, together with any successor thereto in such capacity, the "Administrative Agent").

Athene Holding Ltd – Modified Coinsurance Agreement (Separate Account Fa Business) (August 3rd, 2018)

This MODIFIED COINSURANCE AGREEMENT (this "Agreement"), effective as of June 1, 2018 (the "Effective Date"), is made by and between Voya Insurance and Annuity Company, an insurance company organized under the Laws of the State of Iowa (the "Ceding Company"), and Athene Annuity & Life Assurance Company, a reinsurance company organized under the Laws of the State of Delaware (the "Reinsurer").

Athene Holding Ltd – Reinsurance Agreement (Fa Business) (August 3rd, 2018)

This REINSURANCE AGREEMENT (this "Agreement"), effective as of June 1, 2018 (the "Effective Date"), is made by and between Voya Insurance and Annuity Company, an insurance company organized under the Laws of the State of Iowa (the "Ceding Company"), and Athene Annuity & Life Assurance Company, a reinsurance company organized under the Laws of the State of Delaware (the "Reinsurer").

Athene Holding Ltd – Modified Coinsurance Agreement (Fa Business) (August 3rd, 2018)

This MODIFIED COINSURANCE AGREEMENT (this "Agreement"), effective as of June 1, 2018 (the "Effective Date"), is made by and between Voya Insurance and Annuity Company, an insurance company organized under the Laws of the State of Iowa (the "Ceding Company"), and Athene Life Re Ltd., a reinsurance company organized under the Laws of Bermuda (the "Reinsurer").

New Ulm Telecom – Second Amended and Restated Master Loan Agreement (August 3rd, 2018)

THIS SECOND AMENDED AND RESTATED MASTER LOAN AGREEMENT (this Agreement), dated as of July 31, 2018, is between COBANK, ACB (CoBank) and NUVERA COMMUNICATIONS, INC., a Minnesota corporation (the Borrower) and amends and restates in its entirety the Amended and Restated Master Loan Agreement, dated as of December 31, 2014, between CoBank and the Borrower, as it previously may have been amended (the Prior Agreement).

Bank 2018-Bnk13 – Contract (August 2nd, 2018)
Elanco Animal Health Inc – The Elanco Corporate Bonus Plan (As Amended Effective January 1, 2018) (August 2nd, 2018)

The purpose of The Elanco Corporate Bonus Plan is to encourage and promote eligible employees to create and deliver innovative animal health-based solutions that enable Elanco to meet or exceed its business objectives through a constant stream of innovation. The Plan is designed to accomplish the following key objectives:

Bank 2018-Bnk13 – Contract (August 2nd, 2018)
Amendment to Customer Distribution Agreement (August 2nd, 2018)

This Amendment to Customer Distribution Agreement ("Amendment") is dated as of May 25, 2018 (the "Amendment Date") by and among United Natural Foods, Inc., a Delaware corporation ("UNFI"), Tony's Fine Foods, a California corporation ("Tony's") and Albert's Organics, a California corporation ("Albert's") (UNFI, Tony's and Albert's being collectively referred to as "Supplier"), and Vitamin Cottage Natural Food Markets, Inc., a Colorado corporation ("Customer"). Capitalized terms used but not otherwise defined herein shall have the same meanings as in the Agreement (as that term is defined below).

U.S. $300,000,000 AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT Dated as of May 30, 2018 Among (August 1st, 2018)

Graham Holdings Company, a Delaware corporation (the "Company"), the Foreign Borrowers from time to time party hereto, the Guarantors listed on the signature pages hereof, the banks, financial institutions and other institutional lenders (the "Initial Lenders") listed on the signature pages hereof, and Wells Fargo Bank, National Association ("Wells Fargo Bank"), as administrative agent (the "Administrative Agent") for the Lenders (as hereinafter defined), agree as follows: