GUARANTEE AGREEMENT by and between GREAT WESTERN BANCORPORATION, INC. and Dated as of December 17, 2003Guarantee Agreement • September 25th, 2014 • Great Western Bancorp, Inc. • State commercial banks • New York
This GUARANTEE AGREEMENT (this “Guarantee”), dated as of December 17, 2003, is executed and delivered by Great Western Bancorporation, Inc., an Iowa corporation (the “Guarantor”), and U.S. Bank National Association, a national banking association, organized under the laws of the United States of America, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Great Western Statutory Trust IV, a Connecticut statutory trust (the “Issuer”).
GREAT WESTERN BANCORP, INC. (A Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 27th, 2015 • Great Western Bancorp, Inc. • State commercial banks • New York
GREAT WESTERN BANCORP, INC. (A Delaware corporation) — Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 9th, 2014 • Great Western Bancorp, Inc. • State commercial banks • New York
STOCKHOLDER AGREEMENT between NATIONAL AUSTRALIA BANK LIMITED and GREAT WESTERN BANCORP, INC. _____________________ Dated as of October 20, 2014Stockholder Agreement • December 12th, 2014 • Great Western Bancorp, Inc. • State commercial banks • New York
AGREEMENT AND PLAN OF MERGER OF GREAT WESTERN BANCORPORATION, INC. WITH AND INTO GREAT WESTERN BANCORP, INC.Agreement and Plan of Merger • August 14th, 2015 • Great Western Bancorp, Inc. • State commercial banks • New York
Agreement and Plan of Merger, entered into as of 5:15 P.M. New York City time on October 8, 2014 (this “Agreement”), adopted and made by and between Great Western BANCORP, INC., a Delaware corporation having its main office at 100 North Phillips Avenue, Sioux Falls, South Dakota 57104 (“Parent”), and GREAT WESTERN BANCORPORATION, INC., an Iowa corporation having its main office at 100 North Phillips Avenue, Sioux Falls, South Dakota 57104 (the “Company”).
REGISTRATION RIGHTS AGREEMENT among NATIONAL AUSTRALIA BANK LIMITED, NATIONAL AMERICAS HOLDINGS LLC and GREAT WESTERN BANCORP, INC. _____________________ Dated as of October 20, 2014Registration Rights Agreement • December 12th, 2014 • Great Western Bancorp, Inc. • State commercial banks • New York
Registration Rights Agreement, dated October 20, 2014 (this “Agreement”), among National Australia Bank Limited, a company incorporated under the laws of the Commonwealth of Australia (“NAB”), National Americas Holdings LLC, a Delaware limited liability company (“NAH”), and Great Western Bancorp, Inc., a Delaware corporation (the “Company”).
FORM OF TRANSITIONAL SERVICES AGREEMENTTransitional Services Agreement • September 25th, 2014 • Great Western Bancorp, Inc. • State commercial banks • New York
Transitional Services Agreement, dated [—], 2014 (this “Agreement”), between National Australia Bank Limited, a company incorporated under the laws of the Commonwealth of Australia (“NAB”), and Great Western Bancorp, Inc., a Delaware corporation (“GWB”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • December 12th, 2014 • Great Western Bancorp, Inc. • State commercial banks • New York
This First Supplemental Indenture (the “Supplemental Indenture”), dated as of October 17, 2014, to the Indenture referred to below, is by and among Great Western Bancorporation, Inc., an Iowa corporation (the “Company”), Great Western Bancorp, Inc., a Delaware corporation (the “Successor Company”), and U.S. Bank National Association, a national bank organized under the laws of the United States of America and successor to LaSalle Bank National Association (herein, together with its successors in interest, the “Trustee”), as trustee.
TABLE OF DEFINED TERMS iv Defined Term Section Acceptable Confidentiality Agreement Section 4.2(a) Acquisition Transaction Section 4.2(f)(i) Actions Section 2.5(a) Affiliate Section 8.10 Agreement Introduction Application Section 8.10 Bank Merger...Agreement and Plan of Merger • December 1st, 2015 • Great Western Bancorp, Inc. • State commercial banks • Delaware
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 12th, 2014 • Great Western Bancorp, Inc. • State commercial banks • New York
The undersigned, Great Western Bancorp, Inc., a Delaware corporation (the “Borrower”), applies to you (the “Bank”) to (1) allow the Borrower to assume, in connection with the merger of Great Western Bancorporation, Inc. with and into the Borrower, with the Borrower to continue as the surviving corporation (the “Merger”), all outstanding indebtedness under the Credit Agreement, dated as of June 3, 2008, as amended and supplemented from time to time (the “Prior Credit Agreement”), between Great Western Bancorporation, Inc. and the Bank, (2) waive the restrictions contained in the Prior Credit Agreement, including without limitation Section 7.5 of the Prior Credit Agreement, applicable to the Merger and (3) amend and restate in its entirety in the form set forth herein your commitment to extent credit to Borrower contained in the Prior Credit Agreement effective as of the effectiveness of the Merger.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • October 3rd, 2014 • Great Western Bancorp, Inc. • State commercial banks • New York
This Second Supplemental Indenture (the “Supplemental Indenture”), dated as of [—], 2014, to the Indenture referred to below, is by and among Great Western Bancorporation, Inc., an Iowa corporation (the “Company”), Great Western Bancorp, Inc., a Delaware corporation (the “Successor Company”), and The Bank of New York Mellon Trust Company, National Association, a national banking association organized under the laws of the United States of America, as trustee (herein, together with its successors in interest, the “Trustee”).
SUBORDINATED NOTE GREAT WESTERN BANCORPORATION, INC.Great Western Bancorp, Inc. • August 28th, 2014 • State commercial banks • New York
THIS NOTE IS NOT A DEPOSIT OR OTHER OBLIGATION OF A DEPOSITORY INSTITUTION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
SHARE REPURCHASE AGREEMENT dated as of July 24, 2015 among National Australia Bank Limited, National Americas Holding LLC and Great Western Bancorp, Inc.Share Repurchase Agreement • July 27th, 2015 • Great Western Bancorp, Inc. • State commercial banks • Delaware
This Share Repurchase Agreement, dated as of July 24, 2015 (this “Agreement”), is made by and among National Australia Bank Limited, an Australian corporation (“NAB”), National Americas Holdings LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of NAB (“NAH”, and together with NAB, the “Sellers”), and Great Western Bancorp, Inc., a Delaware corporation (the “Company”).
FIRST AMENDMENT TO THE TRANSITIONAL SERVICES AGREEMENTThe Transitional Services Agreement • December 12th, 2014 • Great Western Bancorp, Inc. • State commercial banks
This First Amendment to the Transitional Services Agreement is entered into as of November 15, 2014 (this “Amendment”) between National Australia Bank Limited, a company incorporated under the laws of the Commonwealth of Australia (“NAB”), and Great Western Bancorp, Inc., a Delaware corporation (“GWB”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • December 12th, 2014 • Great Western Bancorp, Inc. • State commercial banks • New York
This First Supplemental Indenture (this “Supplemental Indenture”), dated as of October 17, 2014, to the Indenture referred to below, is by and among Great Western Bancorporation, Inc., an Iowa corporation (the “Company”), Great Western Bancorp, Inc., a Delaware corporation (the “Successor Company”), and U.S. Bank National Association, a national bank organized under the laws of the United States of America (herein, together with its successors in interest, the “Trustee”), as trustee.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • December 12th, 2014 • Great Western Bancorp, Inc. • State commercial banks • New York
This Second Supplemental Indenture (the “Supplemental Indenture”), dated as of October 17, 2014, to the Indenture referred to below, is by and among Great Western Bancorporation, Inc., an Iowa corporation (the “Company”), Great Western Bancorp, Inc., a Delaware corporation (the “Successor Company”), and The Bank of New York Mellon Trust Company, National Association, a national banking association organized under the laws of the United States of America, as trustee (herein, together with its successors in interest, the “Trustee”).
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF TIERONE BANK, LINCOLN, NEBRASKA FEDERAL DEPOSIT INSURANCE CORPORATION and GREAT WESTERN BANK DATED AS OF June 4, 2010Purchase and Assumption Agreement • August 28th, 2014 • Great Western Bancorp, Inc. • State commercial banks
THIS AGREEMENT, made and entered into as of the 4th day of June, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of TIERONE BANK, LINCOLN, NEBRASKA (the “Receiver”), GREAT WESTERN BANK, organized under the laws of the State of South Dakota, and having its principal place of business in Sioux Falls, South Dakota (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
ASSUMPTION OF SUBORDINATED NOTE DUE JUNE 3, 2018Assumption Of • September 25th, 2014 • Great Western Bancorp, Inc. • State commercial banks • New York
This assumption agreement (this “Assumption”) is executed as of [—], 2014 by Great Western Bancorp, Inc., a Delaware corporation (the “Successor Issuer”), and Great Western Bancorporation, Inc., an Iowa corporation (the “Issuer”).
purchase the Tahoe under this Section 3, Karels shall return the Tahoe to the Company at its headquarters within 10 days after the Effective date. 4. Mutual Release. The Company and Karels, on behalf of themselves, and their respective heirs,...Transition and Retirement Agreement • June 10th, 2020 • Great Western Bancorp, Inc. • State commercial banks • South Dakota
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • August 28th, 2014 • Great Western Bancorp, Inc. • State commercial banks • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of May 10, 2007 by and between Great Western Bancorporation, Inc., an Iowa corporation (“Great Western”), and The Bank of New York Trust Company, National Association, a national banking association (successor to JPMorgan Chase Bank, National Association) (the “Trustee”).
TRANSITIONAL SERVICES AGREEMENT between NATIONAL AUSTRALIA BANK LIMITED and GREAT WESTERN BANCORP, INC. _____________________ Dated as of October 20, 2014Transitional Services Agreement • December 12th, 2014 • Great Western Bancorp, Inc. • State commercial banks • New York
Agreement Will Expand First Interstate’s Footprint Into 8 New States, Creating the West’s Premier Banking FranchiseGreat Western Bancorp, Inc. • September 16th, 2021 • State commercial banks
BILLINGS, MT and Sioux Falls, SD—Sept. 16, 2021— First Interstate BancSystem, Inc. (NASDAQ: FIBK) (“FIBK”), parent company of First Interstate Bank, and Great Western Bancorp, Inc. (NYSE: GWB) (“GWB”), parent company of Great Western Bank, announced today they have entered into a definitive agreement under which the companies will combine in an all‐stock transaction.
GREAT WESTERN BANCORP, INC.Restricted Share Unit Award Agreement • October 3rd, 2014 • Great Western Bancorp, Inc. • State commercial banks
This Restricted Share Unit Award Agreement (this “Award Agreement”) evidences an award of restricted share units (“RSUs”) by Great Western Bancorp, Inc. (“Great Western”) under the Great Western Bancorp, Inc. 2014 Omnibus Incentive Compensation Plan (the “Plan”). Capitalized terms not defined in the Award Agreement have the meanings given to them in the Plan.
GREAT WESTERN BANCORP, INC.Performance Share Unit Award Agreement • October 3rd, 2014 • Great Western Bancorp, Inc. • State commercial banks
This Performance Share Unit Award Agreement (this “Award Agreement”) evidences an award of performance share units (“PSUs”) by Great Western Bancorp, Inc. (“Great Western”) under the Great Western Bancorp, Inc. 2014 Omnibus Incentive Compensation Plan (the “Plan”). Capitalized terms not defined in the Award Agreement have the meanings given to them in the Plan.
ASSUMPTION OF SUBORDINATED NOTE DUE JUNE 3, 2018Assumption of Subordinated Note Due • December 12th, 2014 • Great Western Bancorp, Inc. • State commercial banks • New York
This assumption agreement (this “Assumption”) is executed as of 8:00 A.M. New York Time on October 17, 2014 by Great Western Bancorp, Inc., a Delaware corporation (the “Successor Issuer”), and Great Western Bancorporation, Inc., an Iowa corporation (the “Issuer”).
GREAT WESTERN BANCORP, INC.Restricted Share Unit Award Agreement • October 3rd, 2014 • Great Western Bancorp, Inc. • State commercial banks
This Restricted Share Unit Award Agreement (this “Award Agreement”) evidences an award of restricted share units (“RSUs”) by Great Western Bancorp, Inc. (“Great Western”) under the Great Western Bancorp, Inc. 2014 Non-Employee Director Plan (the “Plan”). Capitalized terms not defined in the Award Agreement have the meanings given to them in the Plan.
AGREEMENT AND PLAN OF MERGER by and between GREAT WESTERN BANCORP, INC. and FIRST INTERSTATE BANCSYSTEM, INC. Dated as of September 15, 2021Agreement and Plan of Merger • September 20th, 2021 • Great Western Bancorp, Inc. • State commercial banks • Montana
This AGREEMENT AND PLAN OF MERGER, dated as of September 15, 2021 (this “Agreement”), is by and between Great Western Bancorp, Inc., a Delaware corporation (“GWB”), and First Interstate BancSystem, Inc., a Montana corporation (“FIBK”).
SUPPORT AGREEMENTSupport Agreement • September 20th, 2021 • Great Western Bancorp, Inc. • State commercial banks • Montana
This Support Agreement (this “Agreement”), dated as of September 15, 2021, is entered into by and among each of the undersigned shareholders (each, a “Shareholder”, and collectively, the “Shareholders”) of First Interstate BancSystem, Inc., a Montana corporation (“FIBK”). The obligations of each Shareholder hereunder shall be several and not joint.
Agreement Will Expand First Interstate’s Footprint Into 8 New States, Creating the West’s Premier Banking FranchiseGreat Western Bancorp, Inc. • September 16th, 2021 • State commercial banks
BILLINGS, MT and Sioux Falls, SD—Sept. 16, 2021— First Interstate BancSystem, Inc. (NASDAQ: FIBK) (“FIBK”), parent company of First Interstate Bank, and Great Western Bancorp, Inc. (NYSE: GWB) (“GWB”), parent company of Great Western Bank, announced today they have entered into a definitive agreement under which the companies will combine in an all‐stock transaction.
EMPLOYMENT AGREEMENTEmployment Agreement • August 28th, 2014 • Great Western Bancorp, Inc. • State commercial banks • South Dakota
THIS AGREEMENT, dated and effective this 16th day of January, 2014, between GREAT WESTERN BANK, a South Dakota corporation, hereinafter called “Employer”, which is an indirect subsidiary of National Australia Bank Limited (“NAB”), and KENNETH KARELS, of Sioux Falls, South Dakota, hereinafter called “Employee,”
GREAT WESTERN BANCORP, INC.Performance Share Unit Award Agreement • October 9th, 2014 • Great Western Bancorp, Inc. • State commercial banks
This Performance Share Unit Award Agreement (this “Award Agreement”) evidences an award of performance share units (“PSUs”) by Great Western Bancorp, Inc. (“Great Western”) under the Great Western Bancorp, Inc. 2014 Non-Employee Director Plan (the “Plan”). Capitalized terms not defined in the Award Agreement have the meanings given to them in the Plan.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 9th, 2014 • Great Western Bancorp, Inc. • State commercial banks • New York
This Stock Purchase Agreement, executed as of 5:15 P.M. New York City time on October 8, 2014 (this “Agreement”), is entered into by and between National Americas Investment, Inc., a Delaware corporation (“Seller”), and Great Western Bancorp, Inc., a Delaware corporation (“Purchaser”).
