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
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”).
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.
FIRST AMENDMENT TO THE TRANSITIONAL SERVICES AGREEMENTTransitional 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”).
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
ASSUMPTION OF SUBORDINATED NOTE DUE JUNE 3, 2018Assumption Agreement • 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”).
FIRST SUPPLEMENTAL INDENTURESupplemental 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.
