Washington Sample Contracts

Avista Corporation Executive Deferral Plan (2011 Component) (February 21st, 2018)

The purpose of this Plan, as amended and restated effective January 1, 2016, is to provide specified benefits to a select group of management and highly compensated Employees who contribute materially to the continued growth, development and future business success of Avista Corporation, a Washington corporation, and its affiliates, if any, that sponsor this Plan. This Plan is a component of the Avista Corporation Executive Deferral Plan and shall be unfunded for tax purposes and for purposes of Title I of ERISA.

AMR Corporation – SUPPLEMENTAL AGREEMENT NO. 8 to Purchase Agreement No. 03735 Between THE BOEING COMPANY and AMERICAN AIRLINES, INC. (February 21st, 2018)

This SUPPLEMENTAL AGREEMENT No. 8 (SA-8), entered into as of December 7, 2017, by and between THE BOEING COMPANY, a Delaware corporation with offices in Washington state (Boeing) and AMERICAN AIRLINES, INC. a Delaware corporation with offices in Fort Worth, Texas, together with its successors and permitted assigns (Customer);

Kansas City Power & Light Co – KANSAS CITY POWER & LIGHT COMPANY to UNITED MISSOURI BANK OF KANSAS CITY, N.A., TRUSTEE General Mortgage Indenture and Deed of Trust Dated as of December 1, 1986 (February 21st, 2018)
DEPOSIT AGREEMENT (Class AA) Dated as of February 14, 2018 Between as Escrow Agent and CITIBANK, N.A. As Depositary (February 21st, 2018)

DEPOSIT AGREEMENT (Class AA) dated as of February 14, 2018 (as amended, modified or supplemented from time to time, this Agreement) between U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent under the Escrow and Paying Agent Agreement referred to below (in such capacity, together with its successors in such capacity, the Escrow Agent), and Citibank, N.A., a national banking association, as depositary bank (the Depositary).

Avista Corporation Executive Deferral Plan (2005 Component) (February 21st, 2018)

The purpose of this Plan, as amended and restated effective January 1, 2016, is to provide specified benefits to a select group of management and highly compensated Employees who contribute materially to the continued growth, development and future business success of Avista Corporation, a Washington corporation, and its affiliates, if any, that sponsor this Plan. This Plan is a component of the Avista Corporation Executive Deferral Plan and shall be unfunded for tax purposes and for purposes of Title I of ERISA.

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."

Nuvectra Corp – Second Amendment to Loan and Security Agreement (February 21st, 2018)

THIS SECOND AMENDMENT to Loan and Security Agreement (this "Amendment") is entered into as of February 16, 2018, by and between OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 ("Oxford"), as collateral agent (in such capacity, "Collateral Agent"), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) or otherwise party thereto from time to time (each a "Lender" and collectively, the "Lenders") including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 ("Bank" or "SVB") and NUVECTRA CORPORATION, a Delaware corporation ("Nuvectra"), ALGOSTIM, LLC, a Delaware limited liability company ("Algostim"), PELVISTIM LLC, a Delaware limited liability company ("PelviStim"), and NEURONEXUS TECHNOLOGIES, INC., a Michigan corporation ("NeuroNexus"), each with offices located at 5830 Granite P

Severance Pay Plan Document and Summary Plan Description for 2012 Convergys Corporation Senior Executive Severance Pay Plan (February 21st, 2018)

This is a combined Plan and Summary Plan Description of the 2012 Convergys Corporation Senior Executive Severance Pay Plan (the "Plan") as approved by the Compensation and Benefits Committee of the Convergys Corporation Board of Directors (the "Board") effective as of October 22, 2012 (the "Effective Date"). It explains whether you are eligible to receive severance benefits, and if so, how benefits will be calculated and paid. The Plan became effective on the Effective Date and replaces, for each Eligible Employee (as defined herein), unless specifically exempted as of the Effective Date, any and all prior policies, plans and arrangements (whether written or unwritten), including, but not limited to, the Convergys Corporation Severance Pay Plan adopted by the Company on December 9, 2008 (the "2008 Plan"), the 2011 Convergys Corporation Severance Pay Plan (the "2011 Plan"), and any change of control agreements, to the extent that such policies, plans and arrangements provide for payme

Cheniere Energy, Inc. – Amended and Restated Cheniere Energy, Inc. Key Executive Severance Pay Plan (Effective as of January 11, 2018) and Summary Plan Description (February 21st, 2018)

The purpose of the Plan is to provide Severance Benefits to each Executive whose employment is terminated as a result of a Qualifying Termination and Change in Control Benefits to each Executive upon a Change in Control, as applicable. The Plan is not intended to provide Severance Benefits to any individual who is not an Executive and who does not suffer a Qualifying Termination. The Plan, as a "severance pay arrangement" as defined in Section 3(2)(B)(i) of ERISA, is intended to be and shall be administered and maintained as an unfunded welfare benefit plan under Section 3(1) of ERISA. The Plan is intended to be a "top hat" plan under ERISA. The document serves as both the formal Plan document and the summary plan description. The Plan originally became effective on January 1, 2017. This amendment and restatement of the Plan is effective January 11, 2018.

MB Bancorp Inc – Standstill Agreement (February 21st, 2018)

THIS STANDSTILL AGREEMENT (the "Agreement"), dated this 20th day of February 2018, is by and among MB Bancorp, Inc. (the "Company"), Stilwell Activist Fund, L.P. ("Activist Fund"), Stilwell Activist Investments, L.P. ("Activist Investments"), Stilwell Partners, L.P. ("Stilwell Partners"), Stilwell Value LLC ("Stilwell Value"), and Joseph Stilwell, an individual (collectively, with Activist Fund, Activist Investments, Stilwell Partners, and Stilwell Value, the "Stilwell Group," and each individually, a "Stilwell Group Member"), and Corissa J. Briglia, an individual (the "Nominee").

Standstill Agreement (February 21st, 2018)

This Standstill Agreement, dated as of February 16, 2018 (this "Agreement"), is by and among Avid Technology, Inc., a Delaware corporation (the "Company") and Cove Street Capital, LLC (together with its Affiliates, the "Investor"). The Investor and the Company shall each be referred to herein as a "Party" and shall collectively be referred to herein as the "Parties."

Summit Hotel Properties – FIRST AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 15, 2018 Among SUMMIT HOTEL OP, LP, as Borrower, SUMMIT HOTEL PROPERTIES, INC., as Parent Guarantor, THE OTHER GUARANTORS NAMED HEREIN, as Subsidiary Guarantors, THE INITIAL LENDERS NAMED HEREIN, as Initial Lenders, KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, REGIONS BANK, RAYMOND JAMES BANK, N.A., PNC BANK, NATIONAL ASSOCIATION, CAPITAL ONE, NATIONAL ASSOCIATION, and BRANCH BANKING AND TRUST COMPANY, as Co-Syndication Agents, and KEYBANC CAPITAL MARKETS, INC., as Sole Bookrunner, KEYBANC CAPITAL MARKETS, INC., REGIONS (February 21st, 2018)

FIRST AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 15, 2018 (this "Agreement") among SUMMIT HOTEL OP, LP, a Delaware limited partnership (the "Borrower"), SUMMIT HOTEL PROPERTIES, INC., a Maryland corporation (the "Parent" or the "Parent Guarantor"), the entities listed on the signature pages hereof as the subsidiary guarantors (together with any Additional Guarantors (as hereinafter defined) acceding hereto pursuant to Section 5.01(j), 5.01(x) or 7.05, the "Subsidiary Guarantors" and, together with the Parent Guarantor, the "Guarantors"), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the initial lenders (the "Initial Lenders"), KEYBANK NATIONAL ASSOCIATION ("KeyBank"), as administrative agent (together with any successor administrative agent appointed pursuant to Article VIII, the "Administrative Agent" or "Agent") for the Lender Parties (as hereinafter defined), REGIONS BANK, RAYMOND JAMES BANK, N.A., PNC BANK,

MB Bancorp Inc – Standstill Agreement (February 21st, 2018)

THIS STANDSTILL AGREEMENT (the "Agreement"), dated this 20th day of February 2018, is by and among MB Bancorp, Inc. (the "Company") and Jeffrey Thorp, an individual (the "Nominee").

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

This OPTION AND LICENSE AGREEMENT ("Agreement") is entered into as of March 10, 2015 (the "Execution Date"), with effectiveness as of February 18, 2014 (the "Effective Date"), by and between REGENXBIO Inc., a limited liability company organized under the laws of the State of Delaware, with offices at 1701 Pennsylvania Avenue, NW, Suite 900, Washington, DC 20006 ("Licensor"), and Dimension Therapeutics, Inc., a corporation organized under the laws of the State of Delaware, with offices at 840 Memorial Drive, 4th Floor, Cambridge, MA 02139 ("Licensee"). Licensor and Licensee are hereinafter referred to individually as a "Party" and collectively as the "Parties."

Avista Corporation Executive Deferral Plan (2016 Component) (February 21st, 2018)

The purpose of this Plan, effective January 1, 2016, is to provide specified benefits to a select group of management and highly compensated Employees who contribute materially to the continued growth, development and future business success of Avista Corporation, a Washington corporation, and its affiliates, if any, that sponsor this Plan. This Plan is a component of the Avista Corporation Executive Deferral Plan and shall be unfunded for tax purposes and for purposes of Title I of ERISA.

Oxis International – Consultant Agreement (February 21st, 2018)

This CONSULTANT AGREEMENT (the "Agreement") is made and entered into as of February 14, 2018, by and among GT Biopharma, Inc. (the "Parent"), Georgetown Translational Pharmaceuticals, Inc. (the "Subsidiary," and collectively, the "Companies"), and Anthony J. Cataldo (the "Consultant," and together with the Companies, the "Parties").

Pursuant to 17 C.F.R SS240.24b-2, Confidential Information (Indicated as [***]) Has Been Omitted and Has Been Filed Separately With the Securities and Exchange Commission Pursuant to a Confidential Treatment Application Filed With the Commission. WHOLESALE PRODUCT PURCHASE AGREEMENT (February 21st, 2018)

THIS WHOLESALE PRODUCT PURCHASE AGREEMENT (the Agreement) is made this 1st day of January, 2018, (the Effective Date) by and between Priority Healthcare Distribution, Inc., doing business as CuraScript SD Specialty Distribution, a Florida corporation having offices at 255 Technology Park, Lake Mary, Florida 32746, (Distributor), and United Therapeutics Corporation (UT), a Delaware corporation having offices at 1040 Spring Street, Silver Spring, Maryland. Distributor and UT are each referred to in this Agreement as a Party, collectively, the Parties.

Avista Corporation Performance Award Agreement (February 21st, 2018)

This Performance Award Agreement (the "Agreement") is made by and between Avista Corporation, a Washington Corporation (the "Company") and the individual named in section 1 (the "Participant") as designated by the Avista Corporation Compensation and Organization Committee (the "Plan

CREDIT AGREEMENT - Among - (February 21st, 2018)

This FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 16, 2018 between ASTRONICS CORPORATION, a New York corporation with its principal place of business at 130 Commerce Way, East Aurora, New York 14052 ("Borrower") and the several banks and other financial institutions from time to time party to this Agreement (individually, a "Lender" and collectively, the "Lenders") and HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America with an office at Commercial Banking Department, 95 Washington Street, Buffalo, New York 14273 as Agent for the Lenders, Swingline Lender and Issuing Bank.

Amendment No. 11 to Receivables Purchase Agreement (February 21st, 2018)

THIS AMENDMENT NO. 11 TO RECEIVABLES PURCHASE AGREEMENT (this "Amendment"), dated as of January 3, 2018 (the "Effective Date"), is entered into by and among:

Index to Note Purchase Agreement (February 21st, 2018)

TRUST INDENTURE AND MORTGAGE [ ], dated as of [ ] (this Trust Indenture), between UNITED AIRLINES, INC., a Delaware corporation (Owner), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as expressly stated herein, but solely as Mortgagee hereunder (together with its successors hereunder, the Mortgagee).

DEPOSIT AGREEMENT (Class A) Dated as of February 14, 2018 Between U.S. BANK NATIONAL ASSOCIATION as Escrow Agent and CITIBANK, N.A. As Depositary (February 21st, 2018)

DEPOSIT AGREEMENT (Class A) dated as of February 14, 2018 (as amended, modified or supplemented from time to time, this Agreement) between U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent under the Escrow and Paying Agent Agreement referred to below (in such capacity, together with its successors in such capacity, the Escrow Agent), and Citibank, N.A., a national banking association, as depositary bank (the Depositary).

Construction Completion Agreement Between (February 21st, 2018)

This CONSTRUCTION COMPLETION AGREEMENT ("Agreement") is entered into as of the 23rd day of October, 2017 ("Effective Date"), by and between GEORGIA POWER COMPANY, a Georgia corporation ("GPC"), acting for itself and as agent for OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), an electric membership corporation formed under the laws of the State of Georgia, MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA, a public body corporate and politic and an instrumentality of the State of Georgia, MEAG POWER SPVJ, LLC, MEAG POWER SPVM, LLC, MEAG POWER SPVP, LLC, each a Georgia limited liability company, and THE CITY OF DALTON, GEORGIA, an incorporated municipality in the State of Georgia acting by and through its Board of Water, Light and Sinking Fund Commissioners (collectively, the "Owners"); and BECHTEL POWER CORPORATION, a Nevada corporation ("Contractor"). Owners and Contractor may be referred to individually as a "Party" and collectively as the "Parties".

Education Realty Operating Partnership L P – This Sixth Amended and Restated Credit Agreement Amends and Restates That Certain Fifth Amended and Restated Credit Agreement Dated November 19, 2014 (As Same Was Amended From Time to Time, the "Original Credit Agreement"), Entered Into Between Education Realty Operating Partnership, Lp, as Borrower, Keybank National Association, as Administrative Agent, Regions Bank, Pnc Bank, National Association, and Royal Bank of Canada, as Co-Documentation Agents, and Keybanc Capital Markets, Pnc Capital Markets Llc, Rbc Capital Markets and Regions Capital Markets, as Co-Bookrunners and Co-Lead Arrangers, (February 20th, 2018)

WHEREAS, the Borrower, KeyBank National Association and the other parties referenced above (the "Original Lenders") entered into the Original Credit Agreement wherein loans and other financial accommodations were extended to the Borrower; and

Education Realty Operating Partnership L P – Second Amendment to Second Amended and Restated Credit Agreement (February 20th, 2018)
February 6, 2017 Taryn Fielder 1005 Jarvis Court McLean VA, 22101 Dear Taryn: (February 20th, 2018)

This letter is written on behalf of Washington Real Estate Investment Trust (Washington REIT) and will confirm our verbal offer to you to join us as Senior Vice President, General Counsel and Corporate Secretary on March 29, 2017. In this position, you will report to Paul McDermott, President and Chief Executive Officer. This offer, and the equity compensation award provided herein, is contingent upon Washington REIT's Compensation Committee and Board of Trustee approval.

$400,000,000 CREDIT AGREEMENT Dated as of November 21, 2017 Among WYNDHAM WORLDWIDE CORPORATION, as Borrower THE LENDERS REFERRED TO HEREIN, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS BANK USA, WELLS FARGO BANK, N.A., SUNTRUST BANK, THE BANK OF NOVA SCOTIA, U.S. BANK NATIONAL ASSOCIATION, BARCLAYS BANK PLC and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Co-Documentation Agents JPMORGAN CHASE BANK, N.A. And MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Bookrunners JPMORGAN CHASE BANK (February 20th, 2018)
Ambient Water Corp – ASSIGNMENT FOR THE BENEFIT OF CREDITORS (RCW 7.08 Et Seq.) (February 20th, 2018)

THIS ASSIGNMENT is made this 20th day of February 2018, by and between Ambient Water, Inc., P.O. Box 119, Liberty Lake, Washington 99019, formerly located at 7721 East Trent Avenue, Spokane Valley, Washington 99212 (hereinafter Assignor), and Barry W. Davidson, whose address is 601 West Riverside Avenue, Suite 1550, Spokane, Washington 99201 (hereinafter Assignee).

Third Amendment to Credit Agreement (February 20th, 2018)

THIRD AMENDMENT, dated as of December 21, 2017 (this "Agreement"), to the Credit Agreement, dated as of March 26, 2015, among WYNDHAM WORLDWIDE CORPORATION (the "Borrower"), the several lenders and letter of credit issuers from time to time party thereto (collectively, the "Lenders"), BANK OF AMERICA, N.A., as Administrative Agent, and the other parties thereto (as heretofore and as may hereafter be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Credit Agreement"). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

Ambient Water Corp – ASSIGNMENT FOR THE BENEFIT OF CREDITORS (RCW 7.08 Et Seq.) (February 20th, 2018)

THIS ASSIGNMENT is made this 20th day of February 2018, by and between Ambient Water Corporation, P.O. Box 119, Liberty Lake, Washington 99019, formerly located at 7721 East Trent Avenue, Spokane Valley, Washington 99212 (hereinafter Assignor), and Barry W. Davidson, whose address is 601 West Riverside Avenue, Suite 1550, Spokane, Washington 99201 (hereinafter Assignee).

Sale of Arlington Tower, Arlington, Virginia Purchase and Sale Agreement (February 20th, 2018)

This PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of the date set forth on the cover page hereof (the "Effective Date"), by and between 1300 N. 17TH STREET, L.P., a Delaware limited partnership ("Seller"), and WASHREIT ARLINGTON TOWER LLC, a Delaware limited liability company ("Purchaser").

Revocation of Statement of Amendment of STIP and LTIP (February 20th, 2018)

This Revocation of Statement of Amendment is made as of February 8, 2017 to serve as the written memorialization of the termination of the March 2015 Statement of Revocation as described above.

Management Services Agreement (February 20th, 2018)

This Management Services Agreement ("Agreement") is effective as of November 13, 2017, ("Effective Date"), by and between Arcadian Telepsychiatry Services LLC, a Delaware limited liability company ("Manager"), and Arcadian Telepsychiatry P.C., a Pennsylvania professional corporation ("PC"). Manager and PC are each referred to as a "Party" and collectively as the "Parties."

COMPUTERSHARE INC., and COMPUTERSHARE TRUST COMPANY, N.A., Dated as of February 19, 2018 (February 20th, 2018)

WHEREAS, the Company and certain of its Subsidiaries (as hereinafter defined) have generated certain Tax Benefits (as hereinafter defined) for United States federal income tax purposes, such Tax Benefits may potentially provide valuable benefits to the Company, the Company desires to avoid an "ownership change" within the meaning of Section 382 (as hereinafter defined), and the Treasury Regulations (as hereinafter defined) promulgated thereunder, and thereby preserve its ability to utilize such Tax Benefits, and, in furtherance of such objective, the Company desires to enter into this Agreement; and

Management Services Agreement (February 20th, 2018)

This Management Services Agreement ("Agreement") is effective as of November 13, 2017, ("Effective Date"), by and between Arcadian Telepsychiatry Services LLC, a Delaware limited liability company ("Manager"), and Arcadian Telepsychiatry PA, a Texas professional association ("PA"). Manager and PA are each referred to as a "Party" and collectively as the "Parties."