Minnesota Sample Contracts

[Form Of] SUPPORT AGREEMENT (February 23rd, 2018)

This SUPPORT AGREEMENT is dated as of [], 2018 (this Agreement), by and among General Mills, Inc., a Delaware corporation (Parent) and [], a [] (the Stockholder).

AMERIPRISE FINANCIAL SUPPLEMENTAL RETIREMENT PLAN as Amended and Restated Effective October 3, 2017 (February 23rd, 2018)
Blue Buffalo Pet Products, Inc. – AGREEMENT AND PLAN OF MERGER by and Among GENERAL MILLS, INC. BLUE BUFFALO PET PRODUCTS, INC. And BRAVO MERGER CORP. FEBRUARY 22, 2018 (February 23rd, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of February 22, 2018, is entered into by and among General Mills, Inc., a Delaware corporation (Parent), Bravo Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub) and Blue Buffalo Pet Products, Inc., a Delaware corporation (the Company).

Deluxe Corporation (February 23rd, 2018)
Healthcare Trust of America Holdings, LP – Healthcare Trust of America, Inc., as Issuer U.S. Bank National Association, as Trustee INDENTURE Dated as of % Subordinated Notes Due (February 23rd, 2018)

INDENTURE dated as of , between Healthcare Trust of America, Inc., a Maryland corporation (hereinafter called the Issuer), having its principal office at 16435 N. Scottsdale Road, Suite 320, Scottsdale, Arizona 85254, and U.S. Bank National Association, as trustee hereunder (hereinafter called the Trustee).

Ameriprise Certificate Co – Federal Income Tax Sharing Agreement (February 23rd, 2018)

Effective as of December 10, 2013, this Federal Income Tax Sharing Agreement ("Agreement") between Ameriprise Financial, Inc. ("Ameriprise" and/or "Parent") and its subsidiaries listed on the attached Schedule A replaces all prior Federal Income Tax Sharing Agreements, except as provided in Paragraph 12.A. Collectively, Ameriprise and its subsidiaries listed on Schedule A are the "Parties" to this Agreement.

Trust Indenture From (February 23rd, 2018)

THIS SUPPLEMENTAL AND RESTATED TRUST INDENTURE (the "Restated Indenture'), made as of first of May, 1988 by and between NORTHERN STATES POWER COMPANY, a corporation duly organized and existing under and by virtue of the laws of the State of Minnesota, having its principal office in the city of Minneapolis, Minnesota (the "Company"), party of the first part, and HARRIS TRUST AND SAVINGS BANK, a corporation duly organized and existing under and by virtue of the laws of the State of Illinois, having its principal office in the City of Chicago, Illinois, as Trustee (the "Trustee"), party of the second part;

Deluxe Corporation (February 23rd, 2018)

The Award. Deluxe Corporation, a Minnesota corporation ("Deluxe"), hereby grants to you as of the above Award Date the right to receive shares of Deluxe common stock, par value $1.00 per share (the "Shares"), in an amount initially equal to the Target Number of Shares specified above (the "Target Award") on the terms and conditions contained in this Performance Share Award Agreement (including the Addendum and Schedules attached hereto, this "Agreement") and Deluxe's 2017 Long Term Incentive Plan (the "Plan"), a copy of which has been provided to you. The number of Shares that may actually be earned and become eligible to vest pursuant to this Agreement can be between 0% and 200% of the Target Number of Shares, but may not exceed the Maximum Number of Shares specified above.

Ameriprise Certificate Co – State Income Tax Sharing Agreement (February 23rd, 2018)

Effective as of December 10, 2013 this State Income Tax Sharing Agreement ("Agreement") replaces all prior State Income Tax Sharing Agreements between or among Ameriprise Financial, Inc., ("Ameriprise") and its subsidiaries listed on the attached Schedule A. Collectively, Ameriprise and its subsidiaries listed on Schedule A are the "Parties" to this Agreement.

Supplemental Trust Indenture (February 23rd, 2018)

SUPPLEMENTAL TRUST INDENTURE, made as of the 1st day of March, 1998, by and between NORTHERN STATES POWER COMPANY, a corporation duly organized and existing under and by virtue of the laws of the State of Minnesota, having its principal office in the City of Minneapolis in said State (the "Company"), party of the first part, and HARRIS TRUST AND SAVINGS BANK, a corporation duly organized and existing under and by virtue of the laws of the State of Illinois, having its principal office in the City of Chicago in said State, as Trustee (the "Trustee"), party of the second part;

Restricted Stock Unit Award Agreement (February 23rd, 2018)

The Award. Deluxe Corporation, a Minnesota corporation ("Deluxe"), hereby grants to you as of the above Award Date the above number of restricted stock units ("Units") on the terms and conditions contained in this Restricted Stock Unit Award Agreement (including the Addendum attached hereto, the "Agreement") and Deluxe's 2017 Long Term Incentive Plan (the "LTIP"), a copy of each of which has been provided to you. Deluxe hereby confirms the grant to you, as of the Award Date and subject to the terms and conditions in this Agreement and the Plan, of the number of Restricted Stock Units specified above (the "Units"). Each Unit represents the right to receive one share of Deluxe's common stock par value $1.00 ("Common Stock"), when the restrictions applicable to each Unit expire or terminate as provided below. Prior to their settlement or forfeiture in accordance with the terms of this Agreement, the Units granted to you will be credited to an account in your name maintained by Deluxe.

Deluxe Corporation (February 23rd, 2018)

Vesting. The Cash Compensation RSUs, if any, are 100% vested as of the Award Date. Subject to Section 5, the Equity Grant RSUs, if any, will vest on the one year anniversary of the Award Date so long as your service to Deluxe has not previously ended (the "Vesting Date"). Prior to the Vesting Date, the Equity Grants RSUs will be subject to forfeiture to Deluxe as provided in this Agreement, the Deferral Plan and the LTIP.

Northern Oil & Gas Inc – Exchange Agreement (February 23rd, 2018)

This EXCHANGE AGREEMENT (this "Agreement"), is made and entered into as of January 31, 2018, by and among NORTHERN OIL AND GAS, INC., a Minnesota corporation (the "Company"), and each of the holders listed on Schedule A attached hereto (collectively, the "Noteholders" and each, a "Noteholder"). Capitalized terms not defined herein shall have the meaning assigned to them in the Second Lien Notes term sheet set forth on Exhibit A attached hereto (the "Term Sheet").

Healthcare Trust of America Holdings, LP – Healthcare Trust of America Holdings, LP, as Issuer Healthcare Trust of America, Inc., as Guarantor U.S. Bank National Association, as Trustee INDENTURE Dated as of % Senior Notes Due (February 23rd, 2018)

INDENTURE dated as of , among Healthcare Trust of America Holdings, LP, a Delaware limited partnership (hereinafter called the Issuer), Healthcare Trust of America, Inc., a Maryland corporation (hereinafter called the Guarantor or, in its capacity as the sole general partner of the Issuer, the General Partner), each having its principal office at 16435 N. Scottsdale Road, Suite 320, Scottsdale, Arizona 85254, and U.S. Bank National Association, as trustee hereunder (hereinafter called the Trustee).

AGREEMENT AND PLAN OF MERGER by and Among GENERAL MILLS, INC. BLUE BUFFALO PET PRODUCTS, INC. And BRAVO MERGER CORP. FEBRUARY 22, 2018 (February 23rd, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of February 22, 2018, is entered into by and among General Mills, Inc., a Delaware corporation (Parent), Bravo Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub) and Blue Buffalo Pet Products, Inc., a Delaware corporation (the Company).

Trustee Indenture (February 23rd, 2018)

THIS INDENTURE, dated as of July 1, 1999, between NORTHERN STATES POWER COMPANY, a corporation duly organized and existing under the laws of the State of Minnesota (the "Company"), and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, as trustee (the "Trustee").

Awarded To (February 23rd, 2018)

The Award. Deluxe Corporation, a Minnesota corporation ("Deluxe"), hereby grants to you as of the above Award Date the right to receive shares of Deluxe common stock, par value $1.00 per share (the "Shares") in the targeted quantity set forth above (the "Target Award") on the terms and conditions contained in this Performance Share Award Agreement, including the Addendum and Schedules attached hereto, this "Agreement") and Deluxe's 2017 Long Term Incentive Plan (the "Plan"), a copy of which has been provided to you. The number of Shares that may actually be earned and become eligible to vest pursuant to this Agreement can be between 0% and 200% of the Target Number of Shares, but may not exceed 200% of the Targeted Number of Shares specified above.

Healthcare Trust of America Holdings, LP – Healthcare Trust of America, Inc., as Issuer U.S. Bank National Association, as Trustee INDENTURE Dated as of % Senior Notes Due (February 23rd, 2018)

INDENTURE dated as of , between Healthcare Trust of America, Inc., a Maryland corporation (hereinafter called the Issuer), having its principal office at 16435 N. Scottsdale Road, Suite 320, Scottsdale, Arizona 85254, and U.S. Bank National Association, as trustee hereunder (hereinafter called the Trustee).

Healthcare Trust of America Holdings, LP – Healthcare Trust of America Holdings, LP, as Issuer Healthcare Trust of America, Inc., as Guarantor U.S. Bank National Association, as Trustee INDENTURE Dated as of % Subordinated Notes Due (February 23rd, 2018)

INDENTURE dated as of , among Healthcare Trust of America Holdings, LP, a Delaware limited partnership (hereinafter called the Issuer), Healthcare Trust of America, Inc., a Maryland corporation (hereinafter called the Guarantor or, in its capacity as the sole general partner of the Issuer, the General Partner), each having its principal office at 16435 N. Scottsdale Road, Suite 320, Scottsdale, Arizona 85254, and U.S. Bank National Association, as trustee hereunder (hereinafter called the Trustee).

American Honda Receivables Llc – HONDA AUTO RECEIVABLES 2018-1 OWNER TRUST, as Issuer, AMERICAN HONDA RECEIVABLES LLC, as Seller, and AMERICAN HONDA FINANCE CORPORATION, as Servicer, RPA Seller and Sponsor SALE AND SERVICING AGREEMENT Dated February 28, 2018 (February 23rd, 2018)

This Sale and Servicing Agreement, dated February 28, 2018 is among American Honda Receivables LLC, a Delaware limited liability company ("AHR" or, in its capacity as Seller, the "Seller"), American Honda Finance Corporation, a California corporation ("AHFC" or, in its capacity as Servicer, the "Servicer" and in its capacity as seller under the Receivables Purchase Agreement, the "RPA Seller"), and Honda Auto Receivables 2018-1 Owner Trust, a Delaware statutory trust, as Issuer (the "Issuer").

Arbor Realty Trust – ARBOR REALTY COMMERCIAL REAL ESTATE NOTES 2017-Fl3, LTD., as Issuer, ARBOR REALTY COMMERCIAL REAL ESTATE NOTES 2017-Fl3, LLC, as Co-Issuer, ARBOR REALTY SR, INC., as Advancing Agent, U.S. BANK NATIONAL ASSOCIATION, as Trustee, Paying Agent, Calculation Agent, Transfer Agent, Custodial Securities Intermediary, Backup Advancing Agent and Notes Registrar, AND U.S. BANK NATIONAL ASSOCIATION, as Custodian INDENTURE Dated as of December 20, 2017 (February 23rd, 2018)

INDENTURE, dated as of December 20, 2017, by and among ARBOR REALTY COMMERCIAL REAL ESTATE NOTES 2017-FL3, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Issuer), ARBOR REALTY COMMERCIAL REAL ESTATE NOTES 2017-FL3, LLC, a limited liability company formed under the laws of Delaware (the Co-Issuer), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the Trustee), paying agent, calculation agent, transfer agent, custodial securities intermediary, backup advancing agent and notes registrar, U.S. BANK NATIONAL ASSOCIATION, a national banking association, as custodian and ARBOR REALTY SR, INC. (including any successor by merger, the Arbor Parent), a Maryland corporation, as advancing agent (herein, together with its permitted successors and assigns in the trusts hereunder, the Advancing Agent).

Management Incentive Plan - Executive Award (February 23rd, 2018)
Blue Buffalo Pet Products, Inc. – [Form Of] SUPPORT AGREEMENT (February 23rd, 2018)

This SUPPORT AGREEMENT is dated as of [], 2018 (this Agreement), by and among General Mills, Inc., a Delaware corporation (Parent) and [], a [] (the Stockholder).

Performance-Based Restricted Stock Unit Award Agreement (February 23rd, 2018)

THIS AGREEMENT is entered into and effective as of [*] (the "Date of Grant"), by and between Ecolab Inc. (the "Company") and [*] (the "Grantee").

Change of Control Agreement (February 23rd, 2018)
John Deere Owner Trust 2018 – Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01. Definitions 2 SECTION 1.02. Incorporation by Reference of Trust Indenture Act 9 SECTION 1.03. Rules of Construction 10 SECTION 1.04. Calculations of Interest 10 ARTICLE II THE NOTES SECTION 2.01. Form 11 SECTION 2.02. Execution, Authentication and Delivery 11 SECTION 2.03. Temporary Notes 12 SECTION 2.04. Registration; Registration of Transfer and Exchange 12 SECTION 2.05. Mutilated, Destroyed, Lost or Stolen Notes 14 SECTION 2.06. Persons Deemed Owner 15 SECTION 2.07. Payment of Principal and Interest; Defaulted Interest (February 23rd, 2018)

INDENTURE dated as of February 28, 2018, between JOHN DEERE OWNER TRUST 2018, a Delaware statutory trust (the Issuing Entity), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, solely as trustee and not in its individual capacity (the Indenture Trustee).

Deluxe Corporation (February 23rd, 2018)

The Award. Deluxe Corporation, a Minnesota corporation ("Deluxe"), hereby grants to you as of the above Award Date the above number of restricted shares of Deluxe common stock, par value $1.00 per share (the "Shares") on the terms and conditions contained in this Restricted Stock Award Agreement (including the Addendum attached hereto, the "Agreement") and Deluxe's 2017 Long Term Incentive Plan (the "Plan"), a copy of which has been provided to you.

Supplemental Trust Indenture From (February 23rd, 2018)

Supplemental Trust Indenture, made as of the 1st day of June 1995, by and between NORTHERN STATES POWER COMPANY, a corporation duly organized and existing under and by virtue of the laws of the State of Minnesota, having its principal office in the City of Minneapolis in said State (the "Company"), party of the first part, and HARRIS TRUST AND SAVINGS BANK, a corporation duly organized and existing under and by virtue of the laws of the State of Illinois, having its principal office in the City of Chicago in said State, as Trustee (the "Trustee"), party of the second part;

American Honda Receivables Llc – HONDA AUTO RECEIVABLES 2018-1 OWNER TRUST, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated February 28, 2018 CROSS REFERENCE TABLE* (February 23rd, 2018)

This Indenture, dated February 28, 2018, is between Honda Auto Receivables 2018-1 Owner Trust, a Delaware statutory trust (the "Issuer"), U.S. Bank National Association, as indenture trustee (the "Indenture Trustee" and "U.S. Bank").

Drive Auto Receivables Trust 2018-1 – SALE AND SERVICING AGREEMENT by and Among DRIVE AUTO RECEIVABLES TRUST 2018-1, as Issuer SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller SANTANDER CONSUMER USA INC., as Servicer and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Indenture Trustee Dated as of February 21, 2018 (February 22nd, 2018)

SALE AND SERVICING AGREEMENT, dated as of February 21, 2018 (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement), by and among DRIVE AUTO RECEIVABLES TRUST 2018-1, a Delaware statutory trust (the Issuer), SANTANDER DRIVE AUTO RECEIVABLES LLC, a Delaware limited liability company, as seller (the Seller), SANTANDER CONSUMER USA INC., an Illinois corporation (Santander Consumer), as servicer (in such capacity, the Servicer), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the Indenture Trustee).

Nissan Auto Receivables 2018-A Owner Trust – INDENTURE NISSAN AUTO RECEIVABLES 2018-A OWNER TRUST, as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee Dated as of February 28, 2018 (February 22nd, 2018)

INDENTURE dated as of February 28, 2018 (this Indenture), between NISSAN AUTO RECEIVABLES 2018-A OWNER TRUST, a Delaware statutory trust (the Issuer), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee and not in its individual capacity (the Indenture Trustee).

DARDEN RESTAURANTS, INC., as Company, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of February 20, 2018 (February 22nd, 2018)

This FIRST SUPPLEMENTAL INDENTURE is dated as of February 20, 2018, between DARDEN RESTAURANTS, INC. (the "Company") and WELLS FARGO BANK, NATIONAL ASSOCIATION (as successor to Wells Fargo Bank Minnesota, National Association, formerly known as Norwest Bank Minnesota, National Association), as Trustee (the "Trustee").

JMP Group – Contract (February 22nd, 2018)
Performance Restricted Stock Unit Award Agreement (February 22nd, 2018)

THIS AGREEMENT, together with the Grant Detail and the Completed Exhibit A which are incorporated herein by reference (collectively, the Agreement), sets forth the terms and conditions of a performance restricted stock unit award representing the right to receive shares of common stock of the Company, par value $0.01 per share (the Common Stock). The grant of this performance restricted stock unit award is made pursuant to the Companys 2015 Stock Incentive Plan, which was approved by shareholders on April 21, 2015 (the Plan) and is subject to its terms. Capitalized terms that are not defined in the Agreement shall have the meaning ascribed to such terms in the Plan.

Hughes Satellite Systems Corp – Joinder Agreement (February 22nd, 2018)

This Joinder Agreement supplements the Security Agreement and is delivered by the undersigned, HNS Americas, L.L.C. and HNS Americas II, L.L.C., each a Delaware limited liability company (together, the "New Pledgors"), pursuant to Section 3.6 of the Security Agreement. Each New Pledgor hereby agrees severally and not jointly to be bound as a Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. Each New Pledgor also hereby severally and not jointly agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the execution date of the Security Agreement. Without limiting the generality of the foregoing, each New