pnc-12312020xex10312






Exhibit 10.31.2      TIME SHARING AGREEMENTS  AMENDMENT   AND TERMINATION   AGREEMENT    This Time Sharing Agreements Amendment and Termination Agreement (the “Amendment and  Termination Agreement”) to various Time Sharing Agreements between THE PNC FINANCIAL  SERVICES GROUP, INC. (“Lessor”) and WILLIAM S. DEMCHAK (“Lessee”) is made and  entered between Lessor and Lessee this 27th day of February, 2020.    WHEREAS, The PNC Financial Services Group, Inc. (“Lessor”) and William S. Demchak  (“Lessee”) have entered into the following Time Sharing Agreements, whereby Lessor agrees to  lease aircraft to Lessee pursuant to the provisions of FAR 91.501(c)(1) and to provide a fully  qualified flight crew for all such operations:    1. September 15, 2010  re  N710DL Challenger 350 S/N 20282 (“TSA 1”)  2. March 15, 2016 re N305DL Challenger 350 S/N 20608 (“TSA 2”)  3. November 15, 2017 re N513DL Global 5000 S/N 9786 (“TSA 3”)    WHEREAS, Lessor and Lessee desire to terminate TSA 1 and TSA 2;  WHEREAS, Lessor and Lessee desire to amend TSA 3 to attach a revised and updated Exhibit A  to add certain aircraft to the list of aircraft which are covered by TSA 3 (the aircraft on Exhibit A  to be hereinafter referred to individually and collectively as the “PNC Aircraft”).  NOW THEREFORE, in consideration of the covenants and agreements herein contained in this  Amendment and Termination Agreement and its preamble, which Lessor and Lessee agree  constitute good and valuable consideration, the receipt and sufficiency of which is hereby  acknowledged, the parties agree as follows:  1. – TERMINATION of TSA 1 and TSA 2  1.1  In consideration of and subject to the provisions of this Amendment and Termination  Agreement, Lessor and Lessee hereby mutually agree to terminate TSA 1 and TSA 2, such  terminations to become effective upon execution of this Amendment and Termination  Agreement.    2. – AMENDMENT NO. 1 TO TSA 3  2.1  The changes to TSA 3 between Lessor and Lessee dated November 15, 2017, as set forth in  this Section 2, shall be known as “Amendment No. 1.”    2.2 In consideration of and subject to the provisions of this Amendment No. 1, Lessor and Lessee  hereby mutually agree to amend TSA 3 as follows:     2.2.1 Delete Section 11 in its entirety and replace with, “For purposes of this Agreement, the  permanent base of operation of the PNC Aircraft shall be 24 Allegheny County Airport, West Mifflin, PA  15122.”  





 






         2.2.2 Delete Exhibit A dated November 15, 2017 in its entirety.     2.2.3 Insert Exhibit A dated February ___, 2020, in the form attached to this Amendment  and Termination Agreement.    2.3   Definitions. All defined terms used herein and not otherwise defined shall have the meaning  given to them in TSA 3, as amended from time to time.    2.4 Miscellaneous.     2.4.1 Except as expressly amended by this Amendment No. 1, TSA 3 remains in full force  and effect, and this Amendment No. 1 shall not be construed to alter or amend any of  the other terms and conditions set forth in TSA 3. In the event of a conflict between  the terms of TSA 3, any Schedules and this Amendment No. 1, the provisions of this  Amendment No. 1 shall prevail.    2.4.2 This Amendment No. 1, together with TSA 3 (collectively hereinafter referred to as  the “Time Sharing Agreement”) constitute the final, complete, and exclusive  statement of the terms of the agreement between the parties pertaining to the subject  matter of the Time Sharing Agreement and supersede and cancel all prior and  contemporaneous understandings or agreements of the parties, whether oral or  written. No party has been induced to enter into this Amendment No. 1 by, nor is any  party relying on, any representation or warranty outside those expressly set forth in  this Amendment No. 1.    3. – OTHER PROVISIONS    3.1   This Amendment and Termination Agreement may be executed in any number of  counterparts, and by each of the parties on separate counterparts, each of which, when so  executed, shall be deemed an original, but all of which shall constitute but one and the same  instrument. Delivery of an executed counterpart of this Amendment and Termination  Agreement by facsimile or electronic format shall be equally as effective as delivery of a  manually executed counterpart of this Amendment and Termination Agreement. Any party  delivering an executed counterpart of this Amendment and Termination Agreement by  facsimile or electronic format shall deliver a manually executed counterpart, but the failure to  deliver a manually executed counterpart shall not affect the validity, enforceability or binding  effect of this Amendment and Termination Agreement.  [Signature Page Follows]  





 






    The parties have executed this Time Sharing Agreements Amendment and Termination  Agreement, by their authorized representatives, as of the day and year written below.  THE PNC FINANCIAL SERVICES GROUP,  INC. (“Lessor”)      By: /s/Alicia G. Powell  Printed Name: Alicia G. Powell  Title: Corporate Secretary  Date: 2-27-20    Address:  The Tower at PNC Plaza   300 Fifth Avenue   Pittsburgh, PA 15222-2401   WILLIAM S. DEMCHAK (“Lessee”)      By: /s/William Demchak  Printed Name: William Demchak  Title: CEO  Date: 2/27/20    Address:  The Tower at PNC Plaza   300 Fifth Avenue   Pittsburgh, PA 15222-2401