Wisconsin Sample Contracts

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:

Indemnity Agreement (February 23rd, 2018)

THIS INDEMNITY AGREEMENT ("Agreement") is made and entered into as of this _______ day of ________, 2017, by and between The Manitowoc Company, Inc., a Wisconsin corporation ("Company"), and ____________________, an Officer of the Company and/or one of its subsidiaries ("Executive"). Capitalized terms used in this Agreement and not otherwise defined in the text of this Agreement or in Paragraph 16 hereof, shall have the meaning ascribed to them in Section 180.0850 of the Statute.

Interstate Power & Light Co – ALLIANT ENERGY CORPORATION INTERSTATE POWER AND LIGHT COMPANY WISCONSIN POWER AND LIGHT COMPANY Summary of Compensation and Benefits for Non-Employee Directors Effective January 1, 2018 (February 23rd, 2018)

Effective January 1, 2018, the aggregate compensation for non-employee members of the Board of Directors (the "Board") of Alliant Energy Corporation, Interstate Power and Light Company and Wisconsin Power and Light Company will be as follows:

Mortgage Guaranty Insurance Corporation – Restricted Stock Unit Agreement (February 23rd, 2018)

THIS RESTRICTED STOCK UNIT AGREEMENT is made and entered into as of the date indicated on the signature page under "Date of Agreement" by and between MGIC Investment Corporation, a Wisconsin corporation (the "Company"), and the employee of Mortgage Guaranty Insurance Corporation ("MGIC"), or one of its subsidiaries, whose signature is set forth on the signature page hereto (the "Employee").

Severance Agreement and Release (February 23rd, 2018)

THIS AGREEMENT is made and entered into by and between THE MANITOWOC COMPANY, INC. with its principal office at 2400 South 44th Street, Manitowoc, Wisconsin and Louis F. Raymond ("Employee"). For purposes of this Agreement, the term "Company" and "Manitowoc" means and includes The Manitowoc Company, Inc., its successors, assigns, and spin offs, any parent, subsidiary or division of Manitowoc, and any other affiliated entity under common control with Manitowoc, whether now existing or hereafter formed or acquired.

Arbor Realty Trust – ARBOR REALTY COMMERCIAL REAL ESTATE NOTES 2017-Fl3, LTD., as Issuer, ARBOR REALTY COMMERCIAL REAL ESTATE NOTES 2017-Fl3, LLC, as Co-Issuer, ARBOR REALTY SR, INC., as Advancing Agent, U.S. BANK NATIONAL ASSOCIATION, as Trustee, Paying Agent, Calculation Agent, Transfer Agent, Custodial Securities Intermediary, Backup Advancing Agent and Notes Registrar, AND U.S. BANK NATIONAL ASSOCIATION, as Custodian INDENTURE Dated as of December 20, 2017 (February 23rd, 2018)

INDENTURE, dated as of December 20, 2017, by and among ARBOR REALTY COMMERCIAL REAL ESTATE NOTES 2017-FL3, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Issuer), ARBOR REALTY COMMERCIAL REAL ESTATE NOTES 2017-FL3, LLC, a limited liability company formed under the laws of Delaware (the Co-Issuer), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the Trustee), paying agent, calculation agent, transfer agent, custodial securities intermediary, backup advancing agent and notes registrar, U.S. BANK NATIONAL ASSOCIATION, a national banking association, as custodian and ARBOR REALTY SR, INC. (including any successor by merger, the Arbor Parent), a Maryland corporation, as advancing agent (herein, together with its permitted successors and assigns in the trusts hereunder, the Advancing Agent).

SUPPLEMENTAL AND RESTATED TRUST INDENTURE FROM NORTHERN STATES POWER COMPANY (A Wisconsin Corporation) TO FIRST WISCONSIN TRUST COMPANY TRUSTEE DATED March 1, 1991 SECURING FIRST MORTGAGE BONDS OF NORTHERN STATES POWER COMPANY (Restating, Amending and Supplementing the Trust Indenture Dated April 1, 1947, as Previously Supplemented Through March 1, 1988) (February 23rd, 2018)

THIS SUPPLEMENTAL AND RESTATED TRUST INDENTURE, made as of March 1, 1991 by and between NORTHERN STATES POWER COMPANY, a corporation duly organized and existing under and by virtue of the laws of the State of Wisconsin, having its principal office in the city of Eau Claire, Wisconsin (the "Company"), the party of the first part, and FIRST WISCONSIN TRUST COMPANY, a corporation duly organized and existing under and by virtue of the laws of the State of Wisconsin, having its principal office in the City of Milwaukee, Wisconsin, as Trustee (the "Trustee"), party of the second part.

Mortgage Guaranty Insurance Corporation – Incorporated Terms Dated as of January 23, 2017 to Restricted Stock Unit Agreement (February 23rd, 2018)

The following are the "Incorporated Terms" referred to in the instrument entitled "Restricted Stock Unit Agreement" which refers to these Incorporated Terms and which has been signed by the Company and the Employee (the "Base Instrument"). The Incorporated Terms and the Base Instrument constitute a single agreement. The Incorporated Terms dovetail with the Base Instrument; because the last paragraph of the Base Instrument is Paragraph 1, the Incorporated Terms begin with Paragraph 2.

Severance Agreement and Release (February 23rd, 2018)

THIS AGREEMENT is made and entered into by and between THE MANITOWOC COMPANY, INC. with its principal office at 2400 South 44th Street, Manitowoc, Wisconsin and THOMAS G. MUSIAL ("Employee"). For purposes of this Agreement, the term "Company" and "Manitowoc" means and includes The Manitowoc Company, Inc., its successors, assigns, and spin offs, any parent, subsidiary or division of Manitowoc, and any other affiliated entity under common control with Manitowoc, whether now existing or hereafter formed or acquired.

Madison Gas & Electric Co – SECOND AMENDED AND RESTATED AGREEMENT FOR CONSTRUCTION AND OPERATION OF COLUMBIA GENERATING PLANT Wisconsin Power and Light Company, Wisconsin Public Service Corporation, And, Madison Gas and Electric Company (February 23rd, 2018)

THIS SECOND AMENDED AND RESTATED AGREEMENT FOR THE CONSTRUCTION AND OPERATION OF COLUMBIA GENERATING PLANT (this Agreement) is made and entered into as of this 5th day of December, 2017 (the Effective Date), by and among Wisconsin Power and Light Company, a Wisconsin corporation (Power Company), Wisconsin Public Service Corporation, a Wisconsin corporation (WPSC), and Madison Gas and Electric Company, a Wisconsin corporation (MGE). The parties hereto are sometimes individually referred to as, a Company or a Party, and collectively referred to as, the Companies or the Parties.

Enviva Partners, LP – TERMINAL SERVICES AGREEMENT by and Between ENVIVA PORT OF WILMINGTON, LLC and ENVIVA, LP (February 22nd, 2018)

This Terminal Services Agreement (this "Agreement") is made effective this 14th day of December, 2016 ("Effective Date") by and between Enviva Port of Wilmington, LLC, a Delaware limited liability company ("Owner"), and Enviva, LP, a Delaware limited partnership ("Customer"), sometimes referred to individually as "Party" and collectively as "Parties." In consideration of the mutual promises contained in this Agreement, the Parties agree to the following terms and conditions relating to the provision of marine terminal services related to the Biomass (as hereinafter defined).

EXACT SCIENCES CORPORATION 2010 OMNIBUS LONG-TERM INCENTIVE PLAN (As Amended and Restated Effective JULY 27, 2017) Restricted Stock Unit Award Agreement GRANTED TO GRANT DATE NUMBER OF RESTRICTED STOCK UNITS FAIR MARKET VALUE PER SHARE (February 22nd, 2018)

This Restricted Stock Unit Award Agreement ("Award Agreement") is made between Exact Sciences Corporation, a Delaware corporation (the "Company"), and you, a Service Provider to the Company ("Grantee").

Amended and Restated 2007 Omnibus Incentive Plan (February 22nd, 2018)

result of an agreement, arrangement or understanding to vote such security if the agreement, arrangement or understanding: (A) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations under the Act and (B) is not also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor report); or

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 13, 2017 Among PEBBLEBROOK HOTEL, L.P., as the Borrower, PEBBLEBROOK HOTEL TRUST, as the Parent REIT and a Guarantor, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent, and the Other Lenders Party Hereto REGIONS BANK, as Syndication Agent PNC BANK, NATIONAL ASSOCIATION, as Managing Agent U.S. BANK NATIONAL ASSOCIATION as Sole Lead Arranger and Sole Bookrunner (February 22nd, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is entered into as of October 13, 2017, among PEBBLEBROOK HOTEL, L.P., a Delaware limited partnership (the "Borrower"), PEBBLEBROOK HOTEL TRUST, a Maryland real estate investment trust (the "Parent REIT"), the other Persons party hereto from time to time as Guarantors (as such term is defined herein), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent.

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 13, 2017 Among PEBBLEBROOK HOTEL, L.P., as the Borrower, PEBBLEBROOK HOTEL TRUST, as the Parent REIT and a Guarantor, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, and the Other Lenders Party Hereto REGIONS BANK, as Syndication Agent U.S. BANK NATIONAL ASSOCIATION and SUMITOMO MITSUI BANKING CORPORATION, as Documentation Agents PNC CAPITAL MARKETS LLC and REGIONS CAPITAL MARKETS, as Joint Lead Arrangers and Joint Bookrunners (February 22nd, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is entered into as of October 13, 2017, among PEBBLEBROOK HOTEL, L.P., a Delaware limited partnership (the "Borrower"), PEBBLEBROOK HOTEL TRUST, a Maryland real estate investment trust (the "Parent REIT"), the other Persons party hereto from time to time as Guarantors (as such term is defined herein), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent.

[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

Zebra Technologies – First Amendment to Lease (February 22nd, 2018)

THIS FIRST AMENDMENT TO LEASE (this "Amendment") is dated solely for reference purposes as of June 9, 2014, between The Northwestern Mutual Life Insurance Company, a Wisconsin corporation ("Landlord"), and Zebra Technologies Corporation, a Delaware corporation ("Tenant").

CREDIT AGREEMENT Dated as of October 13, 2017 Among PEBBLEBROOK HOTEL, L.P., as the Borrower, PEBBLEBROOK HOTEL TRUST, as the Parent REIT and a Guarantor, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent, and the Other Lenders Party Hereto TD BANK, NATIONAL ASSOCIATION, as Syndication Agent CAPITAL ONE, NATIONAL ASSOCIATION and TD BANK, NATIONAL ASSOCIATION, as Joint Lead Arrangers and Joint Book Runners (February 22nd, 2018)

This CREDIT AGREEMENT ("Agreement") is entered into as of October 13, 2017, among PEBBLEBROOK HOTEL, L.P., a Delaware limited partnership (the "Borrower"), PEBBLEBROOK HOTEL TRUST, a Maryland real estate investment trust (the "Parent REIT"), the other Persons party hereto from time to time as Guarantors (as such term is defined herein), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent.

Incentive Stock Option Award Agreement (February 22nd, 2018)

This Option is intended to be an Incentive Stock Option. To the extent this Option fails to qualify as an Incentive Stock Option for any reason, the Option shall be treated as a Non-qualified Stock Option. The Company makes no representation or guarantee that this Option or any portion of the Option will qualify as an Incentive Stock Option.

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 13, 2017 Among PEBBLEBROOK HOTEL, L.P., as the Borrower, PEBBLEBROOK HOTEL TRUST, as the Parent REIT and a Guarantor, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the Other Lenders Party Hereto U.S. BANK NATIONAL ASSOCIATION, as Joint Lead Arranger and Syndication Agent RAYMOND JAMES BANK, N.A., REGIONS BANK and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agents MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Le (February 22nd, 2018)
EastGroup Properties, Inc. – Sales Agency Financing Agreement (February 22nd, 2018)

Sales Agency Financing Agreement (this Agreement), dated as of February 15, 2018 between EASTGROUP PROPERTIES, INC., a Maryland corporation (the Company), and ROBERT W. BAIRD & CO. INCORPORATED, a corporation and registered broker-dealer organized under the laws of Wisconsin (Baird).

Artisan Partners Asset Manageme – Artisan Partners Funds, Inc. Second Amended and Restated Investment Advisory Agreement (February 21st, 2018)

THIS SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made as of this 12th day of May, 2015 by and between Artisan Partners Funds, Inc., a Wisconsin corporation registered under the Investment Company Act of 1940, as amended ("1940 Act"), as an open-end diversified management investment company ("Artisan Funds"), and Artisan Partners Limited Partnership, a Delaware limited partnership registered under the Investment Advisers Act of 1940, as amended, as an investment adviser ("Artisan Partners").

Amended and Restated Employment Agreement (February 21st, 2018)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this Agreement), dated as of February 20, 2018, is made by and between TREEHOUSE FOODS, INC., a Delaware corporation (the Company), and Matthew Foulston (the Executive).

364-Day CREDIT AGREEMENT Dated as of May 1, 2017 Among (February 21st, 2018)
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,

Artisan Partners Asset Manageme – Artisan Partners Asset Management Inc. 2013 Omnibus Incentive Compensation Plan Career Restricted Share Award Agreement (February 21st, 2018)

This Career Restricted Share Award Agreement (this "Award Agreement") sets forth the terms and conditions of the award of shares of Common Stock (the "Restricted Shares") granted to the recipient specified in Section 2 (the "Grantee") by Artisan Partners Asset Management Inc., a Delaware corporation ("Artisan"), under the Artisan Partners Asset Management Inc. 2013 Omnibus Incentive Compensation Plan (as amended, supplemented or modified, from time to time, the "Plan").

Artisan Partners Asset Manageme – Artisan Partners Asset Management Inc. 2013 Omnibus Incentive Compensation Plan Restricted Share Award Agreement (February 21st, 2018)

This Restricted Share Award Agreement (this "Award Agreement") sets forth the terms and conditions of the award of shares of Common Stock (the "Restricted Shares") granted to the recipient specified in Section 2 (the "Grantee") by Artisan Partners Asset Management Inc., a Delaware corporation ("Artisan"), under the Artisan Partners Asset Management Inc. 2013 Omnibus Incentive Compensation Plan (as amended, supplemented or modified, from time to time, the "Plan").

Ultragenyx Pharmaceutical Inc. – Lakepoint Business Park Standard Lease Basic Lease Information (February 21st, 2018)
Amended and Restated Employment Agreement (February 21st, 2018)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this Agreement), dated as of February 20, 2018, is made by and between TREEHOUSE FOODS, INC., a Delaware corporation (the Company), and SAM K. REED (the Executive).

Harley-Davidson, Inc. Executive Severance Plan (February 21st, 2018)
Annual Incentive Plan (February 20th, 2018)
Enbridge Pipelines Inc. (February 16th, 2018)
Gardner Denver Holdings, Inc. – Gardner Denver, Inc. Supplemental Excess Defined Contribution Plan (February 16th, 2018)

WHEREAS, effective as of March 1, 1994, Gardner Denver, Inc. (heretofore known as Gardner Denver Machinery Inc. and hereinafter referred to as the "Company") established a supplemental retirement plan for the benefit of a select group of management or highly compensated employees employed by the Company or an Affiliate thereof whose benefits under the Gardner Denver, Inc. Retirement Savings Plan are limited by the provisions of Section 401(a)(17) or Section 415 of the Internal Revenue Code of 1986, as amended, or are reduced otherwise due to participation in a deferred compensation program; and

Arcus Biosciences, Inc. – ARCUS BIOSCIENCES, INC. AMENDED AND RESTATED 2015 STOCK PLAN Adopted on May 8, 2015 Amended and Restated November 24, 2015 Amended August 12, 2016 Amended October 11, 2016 Amended November 2, 2017 (February 16th, 2018)
Gardner Denver Holdings, Inc. – December 18, 2015 (BY E-Mail) (February 16th, 2018)

This letter confirms my offer to you to join Gardner Denver, Inc. ("GDI") as the Vice President - Strategy & Planning of the GDI Industrials Group, reporting directly to Todd Herndon, the Chief Financial Officer of the Industrials Group.