Pennsylvania Sample Contracts

Mohegan Tribal Gaming Authority – Separation Agreement, Waiver and Release (February 23rd, 2018)

This Separation Agreement, Waiver and Release (the Agreement) is voluntarily being entered into as of February 16, 2018, by and between Robert C. Rubenstein of 1 Spinnaker Lane, Essex, Connecticut, acting on behalf of himself, his heirs, executors, and administrators (Rubenstein), and the Mohegan Tribal Gaming Authority (MTGA), an instrumentality of the Mohegan Tribe of Indians of Connecticut, a federally recognized sovereign Indian Tribe (Tribe), of One Mohegan Sun Boulevard, Uncasville, Connecticut 06382, and its successors and assigns, acting on behalf of itself and on behalf of its former, present and future affiliates, tribal members, council members, board members, directors, officers, principals, agents, employees, and their respective successors and assigns, for purposes of mutually exchanging the consideration set forth herein and, in connection with Rubensteins resignation from MTGA, mutually resolving fully and finally all claims and/or disputes that may have arisen out of o

Prepared By: /S/ John C. Halderman (February 23rd, 2018)
IBEX Holdings Ltd – Stockholder's Agreement (February 23rd, 2018)

This STOCKHOLDER'S AGREEMENT (this "Agreement"), dated as of September 15, 2017 ("Effective Date"), is entered into by and between Forward March Ltd., an exempted company incorporated in Bermuda with registration number 52347 (the "Company") and The Resource Group International Limited, an exempted company incorporated in Bermuda with registration number 50201 ("TRGI").

Amendment No. 1 to the Profit Sharing Plan of Quest Diagnostics Incorporated (February 23rd, 2018)

The Profit Sharing Plan of Quest Diagnostics Incorporated, as presently maintained under an amendment and restatement effective as of January 1, 2016 (the "Plan") is hereby amended in the following respects, effective as of January 1, 2018:

AMENDED AND RESTATED CREDIT AGREEMENT Among (February 23rd, 2018)
AdvanSix Inc. – Amendment No. 1 to Credit Agreement (February 23rd, 2018)

This CREDIT AGREEMENT (this "Agreement") is entered into as of September 30, 2016, among ADVANSIX Inc., a Delaware corporation (the "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), each Swing Line Lender (as hereinafter defined) party hereto, each L/C Issuer (as hereinafter defined) party hereto and BANK OF AMERICA, N.A., as Administrative Agent (as hereinafter defined).

Amendment of Solicitation/Modification of Contract (February 23rd, 2018)

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended, is not extended.

IBEX Holdings Ltd – REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH TRG CUSTOMER SOLUTIONS, INC. D/B/a IBEX Global Solutions AND EACH PERSON JOINED HERETO AS a BORROWER FROM TIME TO TIME (BORROWERS) November 8, 2013 (February 23rd, 2018)

Revolving Credit and Security Agreement dated as of November 8, 2013 among TRG CUSTOMER SOLUTIONS, INC. D/B/A IBEX GLOBAL SOLUTIONS, a corporation organized under the laws of the State of Delaware ("IBEX" and together with each Person joined hereto as a borrower from time to time, collectively, the "Borrowers", and each a "Borrower"), the financial institutions which are now or which hereafter become a party hereto (collectively, the "Lenders" and each individually a "Lender") and PNC BANK, NATIONAL ASSOCIATION ("PNC"), as agent for Lenders (PNC, in such capacity, the "Agent").

Universal Stainless & Alloy Products, Inc. – Stockholders Agreement (February 23rd, 2018)

AGREEMENT, DATED AS OF August 1, 1994, by and among CLARENCE M. McANINCH, DANIEL DeCOLA, SR., SAMUEL P. GERACE, SR. and each of the other persons listed on Schedule "A" hereto (each a "New Stockholder" and collectively the "New Stockholders"), UDI Toledano ("Toledano"), and the parties listed on Schedule "B" hereto (together with Toledan, each a "Founding Stockholder" and collectively the "Founding Stockholders"), and UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC., a Delaware corporation (the "Corporation"). The New Stockholders and the Founding Stockholders are each referred to herein as a "Stockholder" and are collectively referred to herein as the "Stockholders".

IBEX Holdings Ltd – Share Transfer and Exchange Agreement (February 23rd, 2018)
IBEX Holdings Ltd – REGISTRATION RIGHTS AGREEMENT by and Among FORWARD MARCH LIMITED and THE RESOURCE GROUP INTERNATIONAL LIMITED Dated as of September 15, 2017 (February 23rd, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of September 15, 2017, by and among Forward March Limited, a Bermuda exempted company (together with its successors, the "Company"), The Resource Group International Limited, a Bermuda exempted company ("TRG"), and such other Persons, if any, from time to time that become party hereto as holders of Registrable Securities (as defined below) pursuant to Section 3.06 or Section 3.07 (such other Persons, other than TRG's Affiliates, "Other Holders").

Sunoco LP – Distributor Motor Fuel Agreement (February 23rd, 2018)

This Distributor Motor Fuel Agreement (this "Agreement") is made and executed as of January 23, 2018, by and between Sunoco, LLC ("Company") whose address is 3801 West Chester Pike, Newtown Square, Pennsylvania 19073, and 7-Eleven, Inc. and SEI Fuel Services, Inc. (collectively, "Distributor"), whose address is 3200 Hackberry Road, Irving, Texas 76063, and states the terms and conditions under which Company will sell, and Distributor will purchase, Company's branded and unbranded gasoline (regular, plus and premium grades, and E-85 where applicable), diesel and kerosene.

[PPL Letterhead] (February 23rd, 2018)

I am Senior Counsel of PPL Corporation, a Pennsylvania corporation (the Company), and as such am familiar with its affairs, including the proceedings in connection with the sale of shares (the Shares) of common stock, par value $.01 per share (the Common Stock), of the Company, having an aggregate offering price of up to $1,000,000,000, at any time and from time to time pursuant to (i) the Distribution Agreement, dated February 23, 2018 (the Distribution Agreement), among the Company and J.P. Morgan Securities LLC, Barclays Capital Inc. and Citigroup Global Markets Inc. and JPMorgan Chase Bank, National Association, London Branch, Barclays Bank PLC and Citibank N.A. (the Forward Purchasers) and (ii) separate letter agreements in the form attached as Exhibit B to the Distribution Agreement that may from time to time be entered into with any of the Forward Purchasers (each a Forward Confirmation and, together, the Forward Confirmations).

Asset Purchase Agreement by and Among Emmis Radio, Llc, Emmis Radio License, Llc And, for Limited Purposes, Emmis Communications Corporation and Entercom Missouri, Llc, Entercom License, Llc And, for Limited Purposes, Entercom Communications Corp. (February 23rd, 2018)

This Asset Purchase Agreement ("Agreement") is made as of February 22, 2018, by and among EMMIS RADIO, LLC, an Indiana limited liability company ("Emmis Radio") and EMMIS RADIO LICENSE, LLC, an Indiana limited liability company ("Emmis License," and with Emmis Radio, "Sellers," and each a "Seller"), and, for the limited purposes set forth herein, EMMIS COMMUNICATIONS CORPORATION, an Indiana corporation ("Emmis"), on the one hand, and ENTERCOM MISSOURI, LLC ("Entercom Missouri") and ENTERCOM LICENSE, LLC ("Entercom License," and together with Entercom Missouri, "Buyers," and each a "Buyer"), each of them Delaware limited liability companies, and, for the limited purposes set forth herein, ENTERCOM COMMUNICATIONS CORP., a Pennsylvania corporation ("ECC"), on the other. Reference herein to a "Party" or the "Parties" shall refer, on the one hand, to Buyers, and on the other hand, to Sellers, and reference herein to "Sellers" shall refer to any Seller or all Sellers together, while referen

Phillips 66 – Consent and First Amendment to the Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company Llc (February 23rd, 2018)

This Consent and First Amendment to the Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC (this "Amendment"), effective as of December 31, 2017, is entered into by and among Chevron U.S.A. Inc., a Pennsylvania corporation (the "Class C Member"), Phillips 66 Company, a Delaware corporation ("P66Co"), Phillips Chemical Holdings LLC (formerly Phillips Chemical Holdings Company), a Delaware limited liability company ("Chemical Holdings"), WesTTex 66 Pipeline Company, a Delaware corporation ("WesTTex 66"; P66Co, Chemical Holdings, and WesTTex 66 are collectively, the "Class P Members"; the Class P Members and the Class C Member are collectively, the "Members"). Any capitalized terms used but not defined herein shall have the same meanings set forth in the Third Amended and Restated Limited Liability Company Agreement of Chevron Phillips Chemical Company LLC (as amended, the "LLC Agreement").

IBEX Holdings Ltd – Profit Share Agreement (February 23rd, 2018)

This Profit Share Agreement ("Agreement") is made effective as of June 30, 2016 ("Effective Date") by and between DGS Ltd., an exempted Bermuda company ("Company"), and Jeffrey Cox, and individual with a residential address at 2572 Saddleback Ct, Castle Rock, CO, 80104-7542 USA ("Cox").

Stock Appreciation Rights Agreement (February 22nd, 2018)

This Stock Appreciation Rights Agreement is between WESCO International, Inc., a Delaware corporation (the "Company"), and the Grantee named in the summary of Award (the "Grantee") as of the date of grant set forth in the summary of Award.

Zebra Technologies – RECEIVABLES FINANCING AGREEMENT Dated as of December 1, 2017 by and Among ZEBRA TECHNOLOGIES RSC, LLC, as Borrower, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Lenders and as Group Agents, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, (February 22nd, 2018)

This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement") is entered into as of December 1, 2017 by and among the following parties:

Indemnification Agreement (February 22nd, 2018)

This INDEMNIFICATION AGREEMENT is made as of the __ day of ______, ____, by and between Harsco Corporation, a Delaware corporation (the "Corporation"), and the individual whose name appears on the signature page hereof (such individual being referred to herein as the "Indemnified Representative" and, together with other persons who may execute similar agreements, as "Indemnified Representatives").

PPL Corporation Amended and Restated 2012 Stock Incentive Plan Performance Unit Agreement (February 22nd, 2018)

PERFORMANCE UNIT AGREEMENT (the "Agreement") dated as of the Date of Grant set forth in the Notice of Grant (as defined below), by and between PPL Corporation, a Pennsylvania corporation (the "Company"), and the participant whose name appears on the Notice of Grant (the "Participant").

COMMITMENT EXTENSION AGREEMENT AND AMENDMENT NO. 3 TO CREDIT AGREEMENT (Commitment Extension Pursuant to Section 2.08(d) of Credit Agreement and Amendment Pursuant to Section 9.05 of Existing Credit Agreement) (February 22nd, 2018)

This COMMITMENT EXTENSION AGREEMENT AND AMENDMENT NO. 3 TO CREDIT AGREEMENT (this "Agreement") dated as of January 26, 2018, is entered into by and among PPL CAPITAL FUNDING, INC., a Delaware corporation ("Borrower"), PPL Corporation, a Pennsylvania corporation ("Guarantor"), the undersigned Lenders (as defined in the Credit Agreement) extending their Commitments (as defined in the Credit Agreement) (collectively, the "Extending Lenders") and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the "Administrative Agent"), Swingline Lender and Issuing Lender. Capitalized terms used and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement (as hereinafter defined).

INTERDIGITAL, INC. TERM SHEET FOR RESTRICTED STOCK UNITS (Non-Employee Directors) (February 22nd, 2018)

InterDigital, Inc. (the "Company"), hereby grants to the Participant named below the number of Restricted Stock Units specified below (the "Award"), upon the terms and subject to the conditions set forth in this Term Sheet for Restricted Stock Units (the "Term Sheet"), the Standard Terms and Conditions of Restricted Stock Units (the "Standard Terms and Conditions") and the equity plan specified below (the "Plan"). Capitalized terms not defined herein have the meanings set forth in the Plan or the Standard Terms and Conditions.

Cotiviti Holdings, Inc. – Executive Employment Agreement (February 22nd, 2018)

This Employment Agreement (the "Agreement"), entered into on October 23, 2017, is by and between Nord Samuelson (the "Executive") and Cotiviti USA, LLC, a Delaware limited liability company (the "Employer").

Axalta Coating Systems Ltd. – Second Amended and Restated Executive Restrictive Covenant and Severance Agreement (February 22nd, 2018)

This Second Amended and Restated Executive Restrictive Covenant and Severance Agreement ("Agreement") is made effective as of February 20, 2018 ("Effective Date"), by and between Axalta Coating Systems Ltd., a Bermuda exempted limited liability company (the "Company" and as the context requires the Company shall include the Company's subsidiaries), Axalta Coating Systems, LLC, a Delaware limited liability company ("Axalta U.S.") and _______________ ("Executive") (collectively, referred to as the "Parties" or individually referred to as a "Party").

Restricted Stock Unit Agreement (February 22nd, 2018)

This Restricted Stock Unit Agreement (the "Agreement") is between WESCO International, Inc., a Delaware corporation (the "Company"), and the Grantee whose name appears on the summary of Award (the "Grantee") as of the date of grant set forth in the summary of Award.

Executive Employment Agreement (February 22nd, 2018)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this 21st day of February, 2018 (the "Effective Date"), by and between Globus Medical, Inc., a Delaware corporation with its principal office in Montgomery County, Pennsylvania (the "Company"), and Eric Ian Schwartz, a resident of Pennsylvania ("Executive"), hereinafter collectively referred to as "the Parties".

COMMITMENT EXTENSION AGREEMENT AND AMENDMENT NO. 3 TO CREDIT AGREEMENT (Commitment Extension Pursuant to Section 2.08(d) of Credit Agreement and Amendment Pursuant to Section 9.05 of Existing Credit Agreement) (February 22nd, 2018)

This COMMITMENT EXTENSION AGREEMENT AND AMENDMENT NO. 3 TO CREDIT AGREEMENT (this "Agreement") dated as of January 26, 2018, is entered into by and among PPL ELECTRIC UTILITIES CORPORATION, a Pennsylvania corporation ("Borrower"), the undersigned Lenders (as defined in the Credit Agreement) extending their Commitments (as defined in the Credit Agreement) (collectively, the "Extending Lenders") and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the "Administrative Agent"), Swingline Lender and Issuing Lender. Capitalized terms used and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement (as hereinafter defined).

Cotiviti Holdings, Inc. – Executive Employment Agreement (February 22nd, 2018)

This Employment Agreement (the "Agreement"), entered into on October ___, 2017, is by and between Brad Ferguson (the "Executive") and Cotiviti USA, LLC, a Delaware limited liability company (the "Employer").

Non-Employee Director Restricted Stock Unit Agreement (February 22nd, 2018)

This Restricted Stock Unit Agreement (the "Agreement") which relates to the Notice of Grant of Restricted Stock Unit Award (the "Notice"), is by and between WESCO International, Inc. (the "Company"), and the person identified in the Notice (the "Participant").

La Jolla Pharmaceutical Company – CONFIDENTIAL THE GEORGE WASHINGTON UNIVERSITY Amended and Restated Patent License Agreement (February 22nd, 2018)

This Amended and Restated Patent License Agreement (this "Agreement") is made by and between the George Washington University, a congressionally chartered not-for-profit corporation ("University") located in the District of Columbia, and La Jolla Pharmaceutical Company, a California corporation ("Company"). This Agreement is being signed on March 1, 2016 (the "Execution Date"). This Agreement will become effective as of March 1, 2016 (the "Effective Date").

[This Lease Is Not to Be Recorded] (February 22nd, 2018)

THIS AMENDED AND RESTATED MASTER LEASE AND SECURITY AGREEMENT (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Lease") is dated as of November 1, 2017, and is made by and between HCP - AM/Colorado, LLC, a Delaware limited liability company, HCP - AM/Illinois, LLC, a Delaware limited liability company, HCP - AM/Tennessee, LLC, a Delaware limited liability company, HCP Brofin Properties, LLC, a Delaware limited liability company, HCP Cy-Fair, LLC, a Delaware limited liability company, HCP Eden2 A Pack, LLC, a Delaware limited liability company, HCP Eden2 B Pack, LLC, a Delaware limited liability company, HCP Emfin Properties, LLC, a Delaware limited liability company, HCP EMOH, LLC, a Delaware limited liability company, HCP Friendswood, LLC, a Delaware limited liability company, HCP HB2 Sakonnet Bay Manor, LLC, a Delaware limited liability company, HCP HB2 South Bay Manor, LLC, a Delaware limited liability company, HCP Jacksonville, LLC, a Dela

Severance and Release Agreement (February 22nd, 2018)

THIS SEVERANCE AND RELEASE AGREEMENT (this "Agreement") is made and entered into as of February 22, 2018, by and between Robert P. Carrigan (hereinafter referred to as "Employee") and The Dun & Bradstreet Corporation or any D&B Related Company (collectively, "D&B"). Certain capitalized terms used in this Agreement are defined in the Appendix.

PPL Corporation Amended and Restated 2012 Stock Incentive Plan Performance Unit Agreement (February 22nd, 2018)

PERFORMANCE UNIT AGREEMENT (the "Agreement") dated as of the Date of Grant set forth in the Notice of Grant (as defined below), by and between PPL Corporation, a Pennsylvania corporation (the "Company"), and the participant whose name appears on the Notice of Grant (the "Participant").

Ultragenyx Pharmaceutical Inc. – License Agreement (February 21st, 2018)

This LICENSE AGREEMENT ("Agreement") is entered into as of October 30, 2013 ("Effective Date") by and between ReGenX Biosciences, LLC, a limited liability company organized under the laws of the State of Delaware, with offices at 750 17thStreet, NW, Suite 1100, Washington, DC 20006 ("Licensor"), and Dimension Therapeutics, Inc., a corporation organized under the laws of the State of Delaware, with offices at 1 Main Street, 13thFloor, Cambridge, MA 02142 ("Licensee"). Licensor and Licensee are hereinafter referred to individually as a "Party" and collectively as the "Parties."

First Amendment to Loan Agreement (February 21st, 2018)

THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made as of the 5th day of January, 2018, by and between PIEDMONT 1901 MARKET LLC, a Delaware limited liability company ("Borrower") and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (together with its successors and assigns, "Lender").