North Dakota Sample Contracts

Asset Purchase Agreement (January 15th, 2019)

THIS ASSET PURCHASE AGREEMENT ("Agreement") is entered into and effective as of January 11, 2019, by and among GlyEco, Inc., a Nevada corporation ("GlyEco"), GlyEco Acquisition Corp #1, an Arizona corporation ("Acquisition Corp #1"), GlyEco Acquisition Corp #2, an Arizona corporation ("Acquisition Corp #2"), GlyEco Acquisition Corp #3, an Arizona corporation ("Acquisition Corp #3"), GlyEco Acquisition Corp #5, an Arizona corporation ("Acquisition Corp #5"), GlyEco Acquisition Corp #6, an Arizona corporation ("Acquisition Corp #6"), GlyEco Acquisition Corp #7, an Arizona corporation ("Acquisition Corp #7", and collectively with GlyEco, Acquisition Corp #1, Acquisition Corp #2, Acquisition Corp #3, Acquisition Corp #5 and Acquisition Corp #6, referred to herein as "Seller"), and Heritage-Crystal Clean, LLC, an Indiana limited liability company ("Purchaser").

MDU Resources – Agreement and Plan of Merger (January 2nd, 2019)

This AGREEMENT AND PLAN OF MERGER (the Agreement), entered into as of December 31, 2018, by and among MDU Resources Group, Inc., a Delaware corporation (the Company), MDUR Newco, Inc., a Delaware corporation and direct, wholly-owned subsidiary of the Company (Holdco), and MDU Newco Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Holdco (Merger Sub).

MDU Resources – Agreement and Plan of Merger (January 2nd, 2019)

This AGREEMENT AND PLAN OF MERGER (the Agreement), entered into as of December 31, 2018, by and among MDU Resources Group, Inc., a Delaware corporation (the Company), MDUR Newco, Inc., a Delaware corporation and direct, wholly-owned subsidiary of the Company (Holdco), and MDU Newco Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Holdco (Merger Sub).

MDU Resources – Amended and Restated Bylaws Of (January 2nd, 2019)
Securities Purchase Agreement (December 27th, 2018)
Tesoro Logistics Lp Common Unit – Amendment No. 2 to Credit Agreement (December 27th, 2018)
Tesoro Logistics Lp Common Unit – Contract (December 27th, 2018)
C&J Energy Services Ltd. – Amended and Restated Employment Agreement (December 17th, 2018)

This Amended and Restated Employment Agreement (this "Agreement") is entered into effective as of December 11, 2018 (the "Effective Date"), by and between C&J Spec-Rent Services, Inc., an Indiana company (the "Company"), and Donald J. Gawick ("Executive").

C&J Energy Services Ltd. – Amended and Restated Employment Agreement (December 17th, 2018)

This Amended and Restated Employment Agreement (this "Agreement") is entered into effective as of December 11, 2018 (the "Effective Date"), by and between C&J Spec-Rent Services, Inc., an Indiana company (the "Company"), and Danielle Hunter ("Executive").

First Amendment to Certain Operative Agreements (December 12th, 2018)

THIS PARTICIPATION AGREEMENT dated as of November 30, 2017 (as amended, modified, extended, supplemented, restated and/or replaced from time to time, this "Agreement") is by and among AVDC, INC., an Ohio corporation (the "Construction Agent" or "Lessee"); the various entities which are parties hereto from time to time as guarantors (individually, a "Guarantor" and collectively, the "Guarantors"); WACHOVIA SERVICE CORPORATION, a Delaware corporation (the "Lessor"); the various banks and other lending institutions which are parties hereto from time to time as lease participants (individually, a "Lease Participant" and collectively, the "Lease Participants"); and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as the agent for the Lessor Parties and, respecting the Security Documents, as the agent for the Secured Parties (in such capacity, the "Agent"). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in Appendix

Contract (December 6th, 2018)
Quantum Energy Inc. – Settlement Agreement and Mutual Release (December 6th, 2018)

This Settlement Agreement and Mutual Release (hereinafter, "Settlement Agreement") is made and entered into this 26 day of October, 2017, by and between JEFFREY MALLMES ("Jeffrey"), JANICE MALLMES ("Janice"), ANDREW J. KACIC ("Andrew"), THE BIG BARGE COMPANY INC. ("Big Barge"), OOPIK HOLDINGS LTD ("Oopik") and KANDY LP ("Kandy") on the one hand (collectively, Jeffrey, Janice, Andrew, Big Barge, Oopik and Kandy are referred to herein as the "Mallmes/Kacic Parties"), and STANLEY F. WILSON ("Wilson"), ROBERT L. MONDAY ("Monday") and RANGUN LLC ("Rangun") on the other hand (collectively, Wilson, Monday and Rangun are referred to herein as the "Wilson/Monday Parties") (each of the separate parties to this Settlement Agreement may be referred to as a "Party" and together, the "Parties"):

Contract (December 6th, 2018)
Quantum Energy Inc. – Settlement Agreement and Mutual Release (November 28th, 2018)

This Settlement Agreement and Mutual Release (hereinafter, "Settlement Agreement") is made and entered into this 26 day of October, 2017, by and between JEFFREY MALLMES ("Jeffrey"), JANICE MALLMES ("Janice"), ANDREW J. KACIC ("Andrew"), THE BIG BARGE COMPANY INC. ("Big Barge"), OOPIK HOLDINGS LTD ("Oopik") and KANDY LP ("Kandy") on the one hand (collectively, Jeffrey, Janice, Andrew, Big Barge, Oopik and Kandy are referred to herein as the "Mallmes/Kacic Parties"), and STANLEY F. WILSON ("Wilson"), ROBERT L. MONDAY ("Monday") and RANGUN LLC ("Rangun") on the other hand (collectively, Wilson, Monday and Rangun are referred to herein as the "Wilson/Monday Parties") (each of the separate parties to this Settlement Agreement may be referred to as a "Party" and together, the "Parties"):

Executive Employment and Severance Agreement (November 15th, 2018)
Amendment No. 2 to Amended and Restated Financing Agreement, and Reaffirmation of Guaranty (November 13th, 2018)

This AMENDMENT NO. 2 TO AMENDED AND RESTATED FINANCING AGREEMENT AND REAFFIRMATION OF GUARANTY dated as of September 12, 2018 (the "Amendment"), is executed among Midwest Energy Emissions Corp., a Delaware corporation, (the "Borrower"), MES, Inc., a North Dakota corporation ("MES" or "Guarantor"), and AC Midwest Energy LLC, a Delaware limited liability company (the "Lender").

Walker & Dunlop – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 7, 2018, by and Among (November 13th, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 7, 2018, is by and among WALKER & DUNLOP, INC., a Maryland corporation, as 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 WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.

Quantum Energy Inc. – Contract (November 9th, 2018)
Contract (November 9th, 2018)
Elevate Credit, Inc. – Contract (November 9th, 2018)
Contract (November 9th, 2018)
Qep Resources – Contract (November 9th, 2018)
Contract (November 9th, 2018)
Startek – Contract (November 9th, 2018)
Performance-Based Restricted Stock Unit Agreement (November 8th, 2018)

THIS AGREEMENT, dated as of _______ __, 2018, by and between W. R. BERKLEY CORPORATION, a Delaware corporation (the "Company"), and grantee as set forth on Exhibit A hereto (the "Grantee"). Important jurisdiction-specific modifications to this Agreement are contained in Exhibit B hereto and are incorporated herein by reference.

Contract (November 8th, 2018)
Vantage Energy Acquisition Corp. – PURCHASE AND SALE AGREEMENT by and Among QEP ENERGY COMPANY as Seller and VANTAGE ACQUISITION OPERATING COMPANY, LLC as Buyer and VANTAGE ENERGY ACQUISITION CORP. As Buyer Parent Dated November 6, 2018 (November 7th, 2018)
Tesoro Logistics Lp Common Unit – Terminal Services Agreement (November 7th, 2018)

This Terminal Services Agreement (the "Agreement") is dated as of January I, 2017 (the "Effective Date") by and between Tesoro Great Plains Gathering & Marketing LLC, a Delaware limited liability company ("TGP'), and Tesoro Refining & Marketing Company LLC, a Delaware limited liability company ("Customer").

Tesoro Logistics Lp Common Unit – Third Amended and Restated Schedules to Fourth Amended and Restated Omnibus Agreement (November 7th, 2018)

A Fourth Amended and Restated Omnibus Agreement was executed as of October 30, 2017 (the "Fourth Amended and Restated Omnibus Agreement"), among Andeavor, on behalf of itself and the other Andeavor Entities, Tesoro Refining & Marketing Company LLC, Tesoro Companies, Inc., Tesoro Alaska Company LLC, Andeavor Logistics LP and Tesoro Logistics GP, LLC. Capitalized terms not otherwise defined in this document shall have the terms set forth in the Fourth Amended and Restated Omnibus Agreement.

Otter Tail Corp. – Sixth Amendment to Third Amended and Restated Credit Agreement (November 6th, 2018)

THIS SIXTH AMENDMENT (this "Amendment"), dated as of October 31, 2018, amends and modifies that certain Third Amended and Restated Credit Agreement, dated as of October 29, 2012 (as amended by the First Amendment thereto dated October 29, 2013, the Second Amendment thereto dated November 3, 2014, the Third Amendment thereto dated October 29, 2015, the Fourth Amendment thereto dated October 31, 2016 and the Fifth Amendment thereto dated October 31, 2017, the "Credit Agreement"), among Otter Tail Corporation (the "Borrower"), U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the "Agent"), and the Lenders, as defined therein. Terms not otherwise expressly defined herein shall have the meanings set forth in the Credit Agreement.

Otter Tail Corp. – Contract (November 6th, 2018)
Pxre Group – Contract (November 6th, 2018)
Commitment Agreement (November 2nd, 2018)

The Prudential Insurance Company of America ("Prudential") is pleased to provide, on the following terms, the non-participating single premium group annuity contract, supported by a dedicated separate account and guaranteed by its general account (the "Contract") for the Retirement Plan of International Paper Company (the "Plan") in consideration of the mutual promises made and representations, warranties and covenants contained in this Commitment Agreement (this "Commitment Agreement"). For purposes of this Commitment Agreement, capitalized terms will have the meaning set forth in paragraph 10. By signing this Commitment Agreement, Prudential and International Paper Company (the "Company"), and State Street Global Advisors Trust Company, acting solely in its capacity as the independent fiduciary of the Plan (the "Independent Fiduciary"), agree as follows:

Contract (November 1st, 2018)
CONFIDENTIAL TREATMENT REQUESTED: CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO a REQUEST FOR CONFIDENTIAL TREATMENT AND, WHERE APPLICABLE, HAVE BEEN MARKED WITH AN ASTERISK ("[*****]") TO DENOTE WHERE OMISSIONS HAVE BEEN MADE. THE CONFIDENTIAL MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SUPPLY AGREEMENT This Supply Agreement (This "Agreement") Is Made as of This 30th Day of July, 2018 (The "Effective Date"), by and Between GATX Corporation, a Corporation Organized Under the Laws of the State of New York ("Buyer"), and American Railcar Indu (October 30th, 2018)