Negative Pledge Agreement Sample Contracts

Assignment of and Amendment to Negative Pledge Agreement (July 3rd, 2018)

THIS ASSIGNMENT OF AND AMENDMENT TO NEGATIVE PLEDGE AGREEMENT (this "Assignment"), is made as of June 29 2018, by and among TWIN DISC, INCORPORATED, a Wisconsin corporation ("Borrower"), BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago branch ("Assignor") and BMO HARRIS BANK N.A., a national banking association (the "Assignee").

Independent Bank Group Inc – Negative Pledge Agreement (January 31st, 2018)

This NEGATIVE PLEDGE AGREEMENT (this Agreement) is made as of this 20th day of October, 2017, by INDEPENDENT BANK GROUP, INC., a Texas corporation and a registered bank holding company (the Borrower), in favor of U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders (defined below) (the Administrative Agent).

Negative Pledge Agreement (October 12th, 2017)

This Negative Pledge Agreement dated 30th day of August, 2017 (this "Agreement") is entered into by TAYLOR DEVICES, INC., a corporation organized under the laws of New York, with its chief executive office 90 Taylor Drive, North Tonawanda, NY 14120 ("Pledgor"), to M&T BANK, a New York banking corporation with its banking offices at One M&T Plaza, Buffalo, NY 14203 ("Lender").

CharuTech Interactive – Mam Software Group, Inc. Mam Software Limited Univest Bank and Trust Co. Deed of Negative Pledge Agreement (March 8th, 2017)
Negative Pledge Agreement (February 4th, 2016)

This NEGATIVE PLEDGE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement") is executed as of January 25, 2016 by MONRO MUFFLER BRAKE, INC., a New York corporation ("Borrower"), MONRO SERVICE CORPORATION, a Delaware corporation ("Monro Service"), and CAR-X, LLC, a Delaware limited liability company (together with Borrower and Monro Service, collectively, the "Companies", and each individually a "Company") to and for the benefit of CITIZENS BANK, N.A., as administrative agent (in such capacity, "Administrative Agent") for the Lenders ("Lenders") party to the Credit Agreement (defined below).

Ares Commercial Real Estate Cor – Negative Pledge Agreement (December 14th, 2015)

THIS NEGATIVE PLEDGE AGREEMENT (the Agreement) is entered into as December 9, 2015, by ACRC KA JV Investor LLC, a Delaware limited liability company (ACRC KA JV Investor), ACRC Lender LLC, a Delaware limited liability company (ACRC Lender) and ACRC Champions Investor LLC, a Delaware limited liability company (ACRC Champions Investor), ACRE Capital Holdings LLC, a Delaware limited liability company (ACRE Capital Holdings and, together with ACRC KA JV Investor, ACRC Lender and ACRC Champions Investor, the Pledgor Subsidiaries), and Ares Commercial Real Estate Corporation, a Maryland corporation (the Borrower and, together with the Pledgor Subsidiaries, the Negative Pledgors), in favor of DBD Credit Funding LLC, as collateral agent (the Collateral Agent) on behalf and for the benefit of the Lenders (as defined below).

CharuTech Interactive – Deed of Negative Pledge Agreement (December 7th, 2015)
Independent Bank Group Inc – Negative Pledge Agreement (September 3rd, 2015)

This NEGATIVE PLEDGE AGREEMENT (this Agreement) is made as of this 22nd day of July, 2015, by INDEPENDENT BANK GROUP, INC., a Texas corporation and a registered bank holding company (the Borrower), in favor of U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders (defined below) (the Administrative Agent).

Friedman Industries Inc. – Negative Pledge Agreement (June 11th, 2015)

FOR VALUABLE CONSIDERATION, the undersigned, Friedman Industries, Incorporated (the Pledgor), agrees and pledges to JPMorgan Chase Bank, N.A., whose address is 712 Main Street, Houston, TX 77002-3201 (the Bank), its successors and assigns, that from the date of this agreement until the Liabilities are paid in full, the Pledgor will not, without the express written consent of the Bank, which consent shall be at the sole discretion of the Bank, create or permit to exist any mortgage, deed of trust, lien, assignment, pledge, title retention lien, or other encumbrance or security interest with respect to accounts receivable and inventory (the Property), except liens (i) securing indebtedness to the Bank, and (ii) of current taxes not delinquent or as security for taxes being contested in good faith, or in connection with workers compensation insurance, unemployment insurance, or of mechanics and material men for sums not due or sums being contested in good faith for which adequate funds ha

Fourth Amendment to Credit Agreement and Negative Pledge Agreement (February 6th, 2014)

This FOURTH AMENDMENT TO CREDIT AGREEMENT AND NEGATIVE PLEDGE AGREEMENT (this Amendment) is entered into as of February 4, 2014, among DELIA*S, INC., a Delaware corporation (the Lead Borrower), the Persons named on Schedule 1.01 to the Credit Agreement referred to below (collectively, together with the Lead Borrower, the Borrowers), the Persons named on Schedule 1.02 to the Credit Agreement referred to below (collectively, the Guarantors), each lender party hereto (collectively, the Lenders and individually, a Lender), and SALUS CAPITAL PARTNERS, LLC, as Administrative Agent and Collateral Agent (in such capacities, the Agent).

Peoples Bancorp Inc. – Negative Pledge Agreement (December 21st, 2012)

PEOPLES BANCORP INC., an Ohio corporation ("Borrower"), for valuable consideration, receipt of which hereby is acknowledged, hereby agrees (this "Agreement") with U. S. BANK, NATIONAL ASSOCIATION, a national banking association ("Lender"), as follows:

Span-America Medical Systems, Inc. – State of South Carolina ) County of Greenville ) Negative Pledge Agreement (December 15th, 2011)

THIS NEGATIVE PLEDGE AGREEMENT ("Negative Pledge") is entered into this 9th day of December 2011, by Span-America Medical Systems, Inc. (the "Borrower") to TD Bank, N.A., successor by merger to Carolina First Bank (the "Lender").

Fluidigm Corp. – Negative Pledge Agreement (December 3rd, 2010)

THIS NEGATIVE PLEDGE AGREEMENT is made as of March 29, 2005, by and between FLUIDIGM CORPORATION (Borrower) and LIGHTHOUSE CAPITAL PARTNERS V, L.P. (Lender).

Negative Pledge Agreement (November 3rd, 2010)

SECTION 12: This Negative Pledge Agreement is furnished pursuant to that Second Amended and Restated Credit Agreement dated as of the date hereof, (the "Credit Agreement") by and among Napco Security Technologies, Inc. (the "Borrower"), the Guarantors (as defined in the Credit Agreement), the Lenders parties thereto and HSBC Bank USA, National Association as Administrative Agent and Collateral Agent.

Corporate Guaranty and Negative Pledge Agreement (September 24th, 2010)

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce GE Government Finance, Inc., a Delaware corporation (herein, with its participants, successors and assigns, "Bondholder"), at its option, to provide financing to or for the account of the Development Authority of Jefferson, Georgia ("Issuer") and SYX Distribution Inc. ("Lessee") or to engage in any other transactions with Lessee and Issuer, the undersigned ("Guarantor") hereby: (a) absolutely and unconditionally guarantees to Bondholder the full and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise in accordance with the terms of the Lease Agreement (as defined below), of any and all present and future debts, liabilities and obligations owed by Lessee or Issuer to Bondholder evidenced by or arising out of the Lease Agreement dated as of September 1, 2010 (the "Lease Agreement") among Bondholder, Lessee and Issuer, and any and all

Negative Pledge Agreement (July 30th, 2010)

THIS NEGATIVE PLEDGE AGREEMENT (this Agreement) is made this 30th day of July, 2010 by VIRTUSA CORPORATION, a corporation organized under the laws of the State of Delaware and having its chief executive office at 2000 West Park Drive, Westborough, Massachusetts 01581 (the Borrower), in favor of JPMORGAN CHASE BANK, N.A., with an office at 12 Corporate Woods Blvd., Albany, NY 12211 as administrative agent for itself and for the Lenders party to the Credit Agreement as such term is defined below (the Agent).

The Keyw Holding Corp. – Covenant Not to Convey and Negative Pledge Agreement (July 27th, 2010)

THIS COVENANT NOT TO CONVEY AND NEGATIVE PLEDGE AGREEMENT (this "Agreement"), is dated as of February 22, 2010, and is made by and among (i) THE KEYW CORPORATION, a Maryland corporation, THE KEYW HOLDING CORPORATION, a Maryland corporation, INTEGRATED COMPUTER CONCEPTS, INCORPORATED, a Maryland corporation, S&H ENTERPRISES OF CENTRAL MARYLAND, INC., a Maryland corporation, and THE ANALYSIS GROUP, LLC, a Virginia limited liability company (collectively, the "Borrowers") and (b) BANK OF AMERICA, N.A., a national banking association the "Lender").

Hardinge, Inc. – Negative Pledge Agreement (December 15th, 2009)

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, Pledgor and Borrower hereby agree as follows:

[First Niagara Letterhead] Negative Pledge Agreement (August 28th, 2009)

This Negative Pledge Agreement dated 7th day of August, 2009 ("Agreement") is entered into by TAYLOR DEVICES, INC. a corporation organized under the laws of the State of New York, and with a chief executive office at, 90 Taylor Drive, North Tonawanda, NY 14120-6832, ("Pledgor") and FIRST NIAGARA BANK, a federally chartered financial institution with its chief executive office at 6950 South Transit Road, P.O. Box 514, Lockport, New York 14095-0514 ("Lender").

Negative Pledge Agreement (August 3rd, 2009)

THIS NEGATIVE PLEDGE AGREEMENT (this Agreement) is made this 31st day of July, 2009 by VIRTUSA CORPORATION, a corporation organized under the laws of the State of Delaware and having its chief executive office at 2000 West Park Drive, Westborough, Massachusetts 01581 (the Borrower), in favor of RBS CITIZENS, NATIONAL ASSOCIATION, a national banking corporation with an office at 28 State Street, Boston, Massachusetts 02109 as administrative agent for itself and for the Lenders party to the Credit Agreement as such term is defined below (the Agent).

Negative Pledge Agreement (June 26th, 2009)

This Negative Pledge Agreement (Agreement) dated June 23, 2009 is by Saitek Elektronik Vertriebs Gmbh, a German corporation (Debtor), in favor of Wachovia Capital Finance Corporation (Central), an Illinois corporation, as US Collateral Agent for and on behalf of the Secured Parties and as Lender.

Pioneer Financial Services Inc – Exhibit B Negative Pledge Agreement (June 18th, 2009)

THIS NEGATIVE PLEDGE AGREEMENT is made and entered into effective as of the 12th day of June, 2009, by MidCountry Financial Corp., a Georgia corporation (MCFC) in favor of UMB Bank, N.A. (UMB), as Agent as described below.

Hardinge, Inc. – Negative Pledge Agreement (March 20th, 2009)

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, Pledgor and Borrower hereby agree as follows:

Lease Guaranty and Negative Pledge Agreement (August 1st, 2008)

THIS LEASE GUARANTY AND NEGATIVE PLEDGE AGREEMENT is dated as of June 1, 2008 (this Guaranty), by LIFE TIME FITNESS, INC., a Minnesota corporation (Guarantor), whose mailing address is 2902 Corporate Place, Chanhassen, MN 55317, in favor of LTF REAL ESTATE VRDN I, LLC, a Delaware limited liability company, its successors and assigns (Landlord), whose address is 2902 Corporate Place, Chanhassen, MN 55317, with reference to the recitals set forth below.

Negative Pledge Agreement (July 7th, 2008)

THIS NEGATIVE PLEDGE AGREEMENT (this "Agreement") is made this 30th day of June, 2008 by iCAD, INC., a corporation organized under the laws of the State of Delaware and having its chief executive office at 98 Spit Brook Road, Nashua, New Hampshire 03062 (the "Borrower"), in favor RBS CITIZENS, N.A., having a banking office at 53 State Street, Boston, Massachusetts 02109 (the "Lender").

Minnergy Llc – Negative Pledge Agreement (April 25th, 2008)

This indenture is made and entered into this 11th day of April 2008 by MinnErgy, LLC, Daniel H. Arnold, Chairman of the Board (Pledger) and in favor of Winona National Bank (Pledgee).

Fluidigm Corp. – Negative Pledge Agreement (April 14th, 2008)

This Negative Pledge Agreement is made as of March 29, 2005, by and between Fluidigm Corporation (Borrower) and Lighthouse Capital Partners V, L.P. (Lender).

Heelys – Chase (September 28th, 2007)

FOR VALUABLE CONSIDERATION, the undersigned, Heeling Sports Limited (the Pledgor), agrees and pledges to JPMorgan Chase Bank, N.A., whose address is 1717 Main Street, Dallas, TX 75201 (the Bank), its successors and assigns, that from the date of this agreement until the Liabilities are paid in full, the Pledgor will not, without the express written consent of the Bank, which consent shall be at the sole discretion of the Bank, create or permit to exist any mortgage, deed of trust, lien, assignment, pledge, title retention lien, or other encumbrance or security interest with respect to Accounts Receivables and Inventory (the Property), except liens (i) securing indebtedness to the Bank, and (ii) of current taxes not delinquent or as security for taxes being contested in good faith, or in connection with workers compensation insurance, unemployment insurance, or of mechanics and material men for sums not due or sums being contested in good faith for which adequate funds have been reserve

Zareba Systems Inc – Negative Pledge Agreement (September 5th, 2007)

THIS NEGATIVE PLEDGE AGREEMENT (Agreement), made this 29th day of August, 2007, by ZAREBA SYSTEMS, INC., a Minnesota corporation (the Borrower), in favor of JPMORGAN CAHSE BANK, N.A., a national banking association (the Lender).

Span-America Medical Systems, Inc. – This Agreement Is Subject to Arbitration Pursuant to the Federal Arbitration Act and if the Federal Arbitration Act Is Inapplicable, the South Carolina Uniform Arbitration Act, Ss 15-48-10, Et. Seq., Code of Laws of South Carolina (1976), as Amended. (June 11th, 2007)

THIS NEGATIVE PLEDGE AGREEMENT ("Negative Pledge") is entered into this 5th day of June, 2007, by Span-America Medical Systems, Inc. ("Borrower") to Carolina First Bank ("Bank").

Utg Inc – Negative Pledge Agreement (March 29th, 2007)
Utg Inc – Negative Pledge Agreement (February 20th, 2007)
International Absorbents Inc. – Corporate Guaranty and Negative Pledge Agreement (December 8th, 2006)

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce GE Capital Public Finance, Inc., a Delaware corporation (herein, with its participants, successors and assigns, Lender), at its option, to provide financing to or for the account of Washington Economic Development Finance Authority (Issuer) and Absorption Corp. (Borrower) or to engage in any other transactions with Borrower and Issuer, the undersigned hereby: (a) absolutely and unconditionally guarantees to Lender the full and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise in accordance with the terms of the Loan Agreement (as defined below), of any and all present and future debts, liabilities and obligations owed by Borrower or Issuer to Lender evidenced by or arising out of the Loan Agreement dated as of September 1, 2006 (the Loan Agreement) among Lender, Borrower and Issuer, and any and all extensions, renewals, modificati

Radnor Holdings Corp – Guaranty and Negative Pledge Agreement (June 16th, 2006)

This GUARANTY AND NEGATIVE PLEDGE AGREEMENT (this Guaranty), dated as of April 4, 2006 is executed and delivered by MICHAEL T. KENNEDY (Guarantor), in favor of Tennenbaum Capital Partners, LLC, a Delaware limited liability company, as agent and collateral agent for the below-defined Lenders (in such capacity, Agent) and the below-defined Lenders, in light of the following:

Medtox Scientific, Inc. – Negative Pledge Agreement (March 17th, 2006)

The undersigned, NEW BRIGHTON BUSINESS CENTER, LLC (the "Company") hereby irrevocably agrees with Wells Fargo Bank, National Association, its successors or assigns (the "Bank") that in connection with its guaranty of the indebtedness of Medtox Scientific, Inc., Medtox Diagnostics, Inc., and Medtox Laboratories, Inc., so long as Bank maintains any loans or other extensions of credit for the benefit of Medtox Scientific, Inc., Medtox Diagnostics, Inc., and Medtox Laboratories, Inc., the Company will not incur, create, assume or suffer to exist any security interest, pledge, lien, charge or other encumbrance of any nature whatsoever on any inventory, equipment, accounts or other rights to payment, or general intangibles, whether now owned or hereafter acquired and wherever located, or on the real estate described as follows: