Minnesota Sample Contracts

[Face of Note] (April 25th, 2018)

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (DTC), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

CarMax Auto Owner Trust 2018-2 – CARMAX AUTO OWNER TRUST 2018-2, as Issuer, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of April 1, 2018 $276,000,000 2.30000% Class A-1 Asset-Backed Notes $472,790,000 2.73% Class A-2 Asset-Backed Notes $364,380,000 2.98% Class A-3 Asset-Backed Notes $108,530,000 3.16% Class A-4 Asset-Backed Notes $34,750,000 3.37% Class B Asset-Backed Notes $34,750,000 3.57% Class C Asset-Backed Notes $33,800,000 3.99% Class D Asset- Backed Notes (April 25th, 2018)

INDENTURE, dated as of April 1, 2018 (as amended, supplemented or otherwise modified and in effect from time to time, this Indenture), between CARMAX AUTO OWNER TRUST 2018-2, a Delaware statutory trust (the Issuer), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee (in such capacity, the Indenture Trustee).

Tri-State Generation & Transmission Association, Inc. – SUPPLEMENTAL MASTER MORTGAGE INDENTURE NO. 41 Between TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC. And WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee Dated Effective as of April 25, 2018 Supplemental to Master First Mortgage Indenture, Deed of Trust and Security Agreement Amended, Restated and Effective as of December 15, 1999, as Further Supplemented to Date in Connection With Series 2018A Secured Obligation THIS INSTRUMENT GRANTS a SECURITY INTEREST IN a TRANSMITTING UTILITY. THE ADDRESSES AND THE SIGNATURES OF THE PARTIES TO THIS INSTRUMENT ARE STATED ON THE SIGNATURE PAGES. T (April 25th, 2018)

Yampa Project Amended and Restated Participation Agreement, dated March 9, 1992, among PacifiCorp, Public Service Company of Colorado, Platte River Power Authority, Salt River Project Agricultural Improvement and Power District, and Tri-State Generation and Transmission Association, Inc.

CarMax Auto Owner Trust 2018-2 – CARMAX AUTO FUNDING LLC, as Depositor, and U.S. BANK TRUST NATIONAL ASSOCIATION, as Owner Trustee AMENDED AND RESTATED TRUST AGREEMENT Dated as of April 1, 2018 (April 25th, 2018)

AMENDED AND RESTATED TRUST AGREEMENT, dated as of April 1, 2018 (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement), between CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the Depositor), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as owner trustee and not in its individual capacity (in such capacity, the Owner Trustee).

[Face of Note] (April 25th, 2018)

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (DTC), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

April 23, 2018 Brett Reynolds 5420 Feltl Road, Minnetonka, Minnesota 55343 Dear Brett: (April 24th, 2018)

This letter, upon your signature, will serve as the Separation and Release of Claims agreement (this Release) between you, Cogentix Medical, Inc., a Minnesota corporation (Cogentix) and Laborie Medical Technologies, Corp., a Delaware corporation (Laborie) (Cogentix and Laborie and their respective affiliates, collectively, the Companies) on the terms of your separation from service at Cogentix:

SUPERVALU INC. EXECUTIVE & OFFICER SEVERANCE PAY PLAN (As Amended and Restated Effective April 20, 2018) (April 24th, 2018)

SUPERVALU INC., a Delaware corporation, hereby establishes a severance pay plan for those employees of SUPERVALU and its subsidiaries (the "Company") who have been elected by the Board of Directors as a Section 16 or corporate officer, pursuant to this Plan document (the "Plan"). If and to the extent that any employees covered by this Plan are also covered under the plan set forth in the document entitled "SUPERVALU INC. Severance Pay Plan for Nonunion Associates" and dated June 2, 2008, as amended from time to time, this Plan shall entirely replace and supersede such coverage.

Amended and Restated Syndicated Facility Agreement (April 24th, 2018)

THIS AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT, is dated as of March 30, 2015 and amended and restated as of February 28, 2018 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), BANK OF AMERICA, N.A., as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent"), BANK OF AMERICA, N.A., as Australian security trustee (in such capacity, together with its successors and assigns in such capacity, "Australian Security Trustee"), CLEVELAND-CLIFFS INC., an Ohio corporation ("Parent"), and the Subsidiaries of Parent identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a "Borrower", and individually and collectively as

Indenture (April 24th, 2018)

INDENTURE, dated as of July 1, 1987, between SUPER VALU STORES, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company"), having its principal office at Minneapolis, Minnesota with a mailing address at P.O. Box 990, Minneapolis, Minnesota 55440, and BANKERS TRUST COMPANY, a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (herein called the "Trustee").

Brooklyn Cheesecake & Dessrt – Amended and Restated (April 24th, 2018)

This AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of April 20, 2018 (this "Agreement"), between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a "Grantor"), and GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P., as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, the "Collateral Agent").

Brooklyn Cheesecake & Dessrt – Amended and Restated Term Loan Note (April 24th, 2018)

Companies also jointly and severally promise to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Second Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the "Credit Agreement"; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Companies, MERIDIAN WASTE SOLUTIONS, INC., a New York corporation ("Holdings"), certain Subsidiaries of Holdings, as Guarantors, the Lenders party thereto from time to time, and GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P., as Administrative Agent, Collateral Agent and Lead Arranger.

SUPERVALU INC. EXCESS BENEFITS PLAN (1989 Restatement) (April 24th, 2018)

This Working Copy has been compiled from the original Plan documents and amendments for the convenience of those charged with administration of the Plan. This Working Copy has not been approved, ratified or executed by the company, its board, its officers or any committee. This Working Copy is not, therefore, an official legal document under which the Plan is maintained. The Working Copy reflects only the most current provisions of the Plan document and does not reflect every change made by every amendment. Specifically, the Working Copy does not reflect changes made by prior amendments which were changed subsequently by more recent amendments. Certain questions, particularly questions relating to the effectiveness of amendments, can only be resolved by referring to the original Plan documents and amendments.

Purchase Agreement (April 24th, 2018)

THIS PURCHASE AGREEMENT (this "Agreement") is entered into as of April 23, 2018 (the "Effective Date"), by and between ________________ (each a "Seller" and collectively, the "Sellers"), and CF GROCERY DISTRIBUTION PROPCO LLC, a Delaware limited liability company ("Buyer").

April 24, 2018 Darin Hammers 5420 Feltl Road, Minnetonka, Minnesota 55343 Dear Darin: (April 24th, 2018)

This letter, upon your signature, will serve as the Separation and Release of Claims agreement (this Release) between you, Cogentix Medical, Inc., a Minnesota corporation (Cogentix) and Laborie Medical Technologies, Corp., a Delaware corporation (Laborie) (Cogentix and Laborie and their respective affiliates, collectively, the Companies) on the terms of your separation from service at Cogentix:

[Face of Note] (April 24th, 2018)

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (DTC), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

FIRST SUPPLEMENTAL INDENTURE TO Indenture Dated as of July 1, 1987 Dated as of August 1, 1990 (April 24th, 2018)

FIRST SUPPLEMENTAL INDENTURE, dated as of August 1, 1990, between SUPER VALU STORES, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company"), having its principal office at 11840 Valley View Road, Eden Prairie, Minnesota 55344, and BANKERS TRUST COMPANY, a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (herein called the "Trustee").

UBS Commercial Mortgage Trust 2017-C6 – Contract (April 24th, 2018)
Brooklyn Cheesecake & Dessrt – Second Amended and Restated Credit and Guaranty Agreement (April 24th, 2018)

This SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of April 20, 2018, is entered into by and among MERIDIAN WASTE OPERATIONS, INC., a New York corporation ("Operations"), MOBILE SCIENCE TECHNOLOGIES, INC., a Georgia corporation ("Mobile"), ATTIS HEALTHCARE, LLC, a South Carolina limited liability company ("Healthcare"), INTEGRITY LAB SOLUTIONS, LLC, an Oklahoma limited liability company ("Integrity"), RED X MEDICAL LLC, a Georgia limited liability company ("Red X"), WELNESS BENEFITS, LLC, an Oklahoma limited liability company ("Welness"), LGMG, LLC, an Oklahoma limited liability company ("LGMG"), ATTIS INNOVATIONS, LLC, a Georgia limited liability company ("Innovations"), and ADVANCED LIGNIN BIOCOMPOSITES LLC, a Minnesota limited liability company ("Advanced Lignin"), ATTIS ENVICARE MEDICAL WASTE, LLC, a Georgia limited liability company ("Envicare"), ATTIS GENETICS, LLC, a Georgia limited liability company ("Genetics"), ATTIS FEDERAL LABS, LLC, an Oklahoma limite

SUPERVALU INC., (Formerly Super Valu Stores, Inc.) Issuer AND BANKERS TRUST COMPANY, Trustee SECOND SUPPLEMENTAL INDENTURE TO Indenture Dated as of July 1, 1987, as Amended by the First Supplemental Indenture Dated as of August 1, 1990 Dated as of October 1, 1992 (April 24th, 2018)

SECOND SUPPLEMENTAL INDENTURE, dated as of October 1, 1992, between SUPERVALU INC. (formerly Super Valu Stores, Inc.), a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company"), having its principal office at 11840 Valley View Road, Eden Prairie, Minnesota 55344, and BANKERS TRUST COMPANY, a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (herein called the "Trustee").

UBS Commercial Mortgage Trust 2017-C6 – Contract (April 24th, 2018)
Inspire Medical Systems, Inc. – Amended and Restated Executive Employment Agreement (April 23rd, 2018)

This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (Agreement) is made and entered into as of April 9, 2018 (the Effective Date), by and between Inspire Medical Systems, Inc. (Inspire or the Company), a Delaware corporation, and Timothy P. Herbert (Executive).

GM Financial Consumer Automobile Receivables Trust 2018-2 – Contract (April 23rd, 2018)
Inspire Medical Systems, Inc. – Amended and Restated Executive Employment Agreement (April 23rd, 2018)

This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (Agreement) is made and entered into as of April 9, 2018 (the Effective Date), by and between Inspire Medical Systems, Inc. (Inspire or the Company), a Delaware corporation, and Richard J. Buchholz (Executive).

GM Financial Consumer Automobile Receivables Trust 2018-2 – GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2018-2 Class A-1 2.30000% Asset Backed Notes Class A-2-A 2.55% Asset Backed Notes Class A-2-B Floating Rate Asset Backed Notes Class A-3 2.81% Asset Backed Notes Class A-4 3.02% Asset Backed Notes Class B 3.12% Asset Backed Notes Class C 3.31% Asset Backed Notes Class D 0.00% Asset Backed Notes INDENTURE Dated as of April 19, 2018 (April 23rd, 2018)

INDENTURE, dated as of April 19, 2018, between GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2018-2, a Delaware statutory trust (the Issuer), and WELLS FARGO BANK, N.A., a national banking association, as trustee (in such capacity, the Trustee) and Trust Collateral Agent (in such capacity, the Trust Collateral Agent).

Sunoco Logistics Partners Lp – Representing Limited Partner Interests UNDERWRITING AGREEMENT (April 23rd, 2018)
Unity Biotechnology, Inc. – Amendment No. 3 to Exclusive License Agreement (April 23rd, 2018)

THIS Amendment No. 3 to Exclusive License Agreement (Amendment 3) is made and entered into this 5th day of May, 2015 (Effective Date of Amendment 3), by and between the Mayo Foundation for Medical Education and Research (Mayo) having its principal place of business at 200 First Street SW, Rochester, Minnesota 55905, and Unity Biotechnology, Inc. (formerly known as Cenexys, Inc.), a Delaware corporation, having a place of business at 1700 Owen Street, Suite 535 San Francisco, California 94158 (Company), for purposes of confirming the parties intent and agreement as set forth herein.

Inspire Medical Systems, Inc. – Amended and Restated Executive Employment Agreement (April 23rd, 2018)

This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (Agreement) is made and entered into as of April 9, 2018 (the Effective Date), by and between Inspire Medical Systems, Inc. (Inspire or the Company), a Delaware corporation, and Randy A. Ban (Executive).

Unity Biotechnology, Inc. – Amendment No. 4 to Exclusive License Agreement (April 23rd, 2018)

THIS Amendment No. 4 to Exclusive License Agreement (Amendment No. 4) is made and entered into this 15th day of September 2016 (Effective Date of Amendment No. 4), by and between the Mayo Foundation for Medical Education and Research (Mayo) having its principal place of business at 200 First Street SW, Rochester, Minnesota 55905, and Unity Biotechnology, Inc. (formerly known as Cenexys, Inc.), a Delaware corporation, having a place of business at 3280 Bayshore Blvd, Brisbane (Company), for purposes of confirming the parties intent and agreement as set forth herein.

Inspire Medical Systems, Inc. – Amended and Restated Executive Employment Agreement (April 23rd, 2018)

This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (Agreement) is made and entered into as of April 9, 2018 (the Effective Date), by and between Inspire Medical Systems, Inc. (Inspire or the Company), a Delaware corporation, and Steven Jandrich (Executive).

Pentair 2012 Stock and Incentive Plan Restricted Stock Unit Award Agreement (April 20th, 2018)

Pursuant to the notice of grant (the "Grant Notice") and this Restricted Stock Unit Award Agreement, including any country-specific terms in the applicable addendum hereto (the "Addendum") (together, this "Award Agreement"), Pentair plc (the "Company") has granted to you Restricted Stock Units ("RSUs") with respect to the number of ordinary shares of the Company ("Shares") specified in the Grant Notice. Capitalized terms not defined in this Award Agreement but defined in the Pentair plc 2012 Stock and Incentive Plan, as may be amended or restated from time to time (the "Plan") shall have the same definitions as in the Plan. Unless you decline this Award Agreement within 90 days, you agree to be bound by all of the provisions contained in this Award Agreement and the Plan.

Ceridian HCM Holding Inc. – Ceridian Hcm Holding Inc. Common Stock Purchase Agreement (April 20th, 2018)

THIS COMMON STOCK PURCHASE AGREEMENT (the Agreement) is made as of April 16, 2018, by and between Ceridian HCM Holding Inc., a Delaware corporation (the Company), and THL / Cannae Investors LLC, a Delaware limited liability company (the Investor).

CarMax Auto Owner Trust 2018-2 – CARMAX AUTO FUNDING LLC, as Depositor, and U.S. BANK TRUST NATIONAL ASSOCIATION, as Owner Trustee AMENDED AND RESTATED TRUST AGREEMENT Dated as of April 1, 2018 (April 20th, 2018)

AMENDED AND RESTATED TRUST AGREEMENT, dated as of April 1, 2018 (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement), between CARMAX AUTO FUNDING LLC, a Delaware limited liability company, as depositor (the Depositor), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as owner trustee and not in its individual capacity (in such capacity, the Owner Trustee).

Pentair 2012 Stock and Incentive Plan Key Talent Award Agreement (April 20th, 2018)

Pursuant to the notice of grant (the "Grant Notice") and this Key Talent Award Agreement, including any country-specific terms in the applicable addendum hereto (the "Addendum") (together, this "Award Agreement"), Pentair plc (the "Company") has awarded you with a Key Talent Grant in the form of Restricted Stock Units ("RSUs") with respect to the number of ordinary shares of the Company ("Shares") specified in the Grant Notice. Capitalized terms not defined in this Award Agreement but defined in the Pentair plc 2012 Stock and Incentive Plan, as may be amended or restated from time to time (the "Plan") shall have the same definitions as in the Plan. Unless you decline this Award Agreement within 90 days, you agree to be bound by all of the provisions contained in this Award Agreement and the Plan.

CarMax Auto Owner Trust 2018-2 – CARMAX AUTO OWNER TRUST 2018-2, as Issuer, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of April 1, 2018 $276,000,000 2.30000% Class A-1 Asset-Backed Notes $472,790,000 2.73% Class A-2 Asset-Backed Notes $364,380,000 2.98% Class A-3 Asset-Backed Notes $108,530,000 3.16% Class A-4 Asset-Backed Notes $34,750,000 3.37% Class B Asset-Backed Notes $34,750,000 3.57% Class C Asset-Backed Notes $33,800,000 3.99% Class D Asset- Backed Notes (April 20th, 2018)

INDENTURE, dated as of April 1, 2018 (as amended, supplemented or otherwise modified and in effect from time to time, this Indenture), between CARMAX AUTO OWNER TRUST 2018-2, a Delaware statutory trust (the Issuer), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee (in such capacity, the Indenture Trustee).

Pentair 2012 Stock and Incentive Plan Performance Stock Unit Award Agreement (April 20th, 2018)

Pursuant to the notice of grant (the "Grant Notice") and this Performance Stock Unit Award Agreement, including any country-specific terms in the applicable addendum hereto (the "Addendum") (together, this "Award Agreement"), Pentair plc (the "Company") has granted to you Performance Stock Units ("PSUs") with respect to the number of ordinary shares of the Company ("Shares") specified in the Grant Notice. Capitalized terms not defined in this Award Agreement but defined in the Pentair plc 2012 Stock and Incentive Plan, as may be amended or restated from time to time (the "Plan") shall have the same definitions as in the Plan. Unless you decline this Award Agreement within 90 days, you agree to be bound by all of the provisions contained in this Award Agreement and the Plan.