Negative Pledge Agreement Sample Contracts

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Negative Pledge Agreement • May 5th, 2020

EX-10.8 14 negativepledgeexh108.htm NEGATIVE PLEDGE AGREEMENT Exhibit 10.8 NEGATIVE PLEDGE AGREEMENT Borrower: UTG, INC 5250 South Sixth Street Springfield, IL 62703 Lender: First Tennessee Bank National Association Financial Institutions 845 Crossover Lane, Suite 150 Memphis, TN 38117 THIS NEGATIVE PLEDGE AGREEMENT dated December 8, 2006, is made and executed between UTG, Inc. (“Borrower”) and First Tennessee Bank National Association (“Lender”) on the following terms and conditions and in connection with Lender’s extension of credit to Borrower in the original principal amount of A) 18,000,000.00 and B) $5,000,000.00 evidenced by the Notes and further evidenced by Loan Agreement between Lender and Borrower (“Loan Agreement”) of even date herewith. Unless otherwise defined in this Agreement, capitalized terms used herein shall have the meanings ascribed to them in the Loan Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loans, Lender is rel

NEGATIVE PLEDGE AGREEMENT
Negative Pledge Agreement • January 22nd, 2019 • Independent Bank Group, Inc. • State commercial banks • New York

This NEGATIVE PLEDGE AGREEMENT (this “Agreement”) is made as of this 17th day of January, 2019, 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
Negative Pledge Agreement • July 30th, 2010 • Virtusa Corp • Services-computer programming services

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”).

NEGATIVE PLEDGE AGREEMENT
Negative Pledge Agreement • August 29th, 2018 • Taylor Devices Inc • General industrial machinery & equipment, nec • New York

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”).

EX-10.11 4 dex1011.htm NEGATIVE PLEDGE AGREEMENT NEGATIVE PLEDGE AGREEMENT Principal Loan Date Maturity Loan No Call / Coll Account Officer Initials $ 20,000,000.00 10-01-2004 10-01-2005 30023029 04A0 / USEC 80266
Negative Pledge Agreement • May 5th, 2020

References in the shaded area are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations.

NEGATIVE PLEDGE AGREEMENT
Negative Pledge Agreement • October 15th, 2003 • Intraware Inc • Services-business services, nec

This Negative Pledge Agreement is made as of August 1, 2003, by Intraware, Inc. a Delaware corporation Borrower”), in favor of Silicon Valley Bank, a California-chartered bank (“Bank”).

RBC Centura NEGATIVE PLEDGE AGREEMENT (SD-L&S)
Negative Pledge Agreement • October 28th, 2005 • Cea Acquisition Corp • Blank checks • North Carolina

THIS NEGATIVE PLEDGE AGREEMENT (“Agreement”) is entered into, as of February 1, 2005, by ETRIALS WORLDWIDE, INC., a Delaware corporation (“Borrower”), with a mailing address of 2701 Aerial Center Parkway, Suite 100, Morrisville, North Carolina 27560, to RBC CENTURA BANK, with a mailing address of 3201 Beechleaf Court, Suite 700, Raleigh, North Carolina 27604, Attention: Group Executive - KBI (“Bank”).

ASSIGNMENT OF AND AMENDMENT TO NEGATIVE PLEDGE AGREEMENT
Negative Pledge Agreement • July 3rd, 2018 • Twin Disc Inc • General industrial machinery & equipment

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”).

NEGATIVE PLEDGE AGREEMENT
Negative Pledge Agreement • June 25th, 2004 • Cornell Companies Inc • Services-facilities support management services • Texas

This Negative Pledge Agreement (as amended or replaced, this "Agreement") is executed as of June 24, 2004, between CORNELL COMPANIES, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Borrower") each of the Subsidiaries of the Borrower identified under the caption "PLEDGOR" on the signature pages hereto (individually and together with the Borrower, the "Pledgor") for the benefit of JPMORGAN CHASE BANK, as Administrative Agent for a syndicate of lenders ("Administrative Agent").

NEGATIVE PLEDGE — REAL PROPERTY
Negative Pledge Agreement • March 16th, 2010 • Ultralife Corp • Miscellaneous electrical machinery, equipment & supplies • Delaware

Ultralife Corporation, a Delaware corporation, (the “Borrower”) is now or hereafter may be indebted to RBS Business Capital, a division of RBS Asset Finance, Inc. (the “Lender”) and has agreed to enter into a certain Credit Agreement of even date herewith (as such agreement may be further amended, modified or supplemented from time to time, the “Credit Agreement”). Unless otherwise defined herein, terms shall have the meaning as defined in the Credit Agreement. Further, if any provision contained herein is in conflict with, or inconsistent with, any provision in the Credit Agreement, the provision contained in the Credit Agreement shall govern and control.

NEGATIVE PLEDGE AGREEMENT
Negative Pledge Agreement • December 14th, 2015 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

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).

NEGATIVE PLEDGE AGREEMENT
Negative Pledge Agreement • December 3rd, 2010 • Fluidigm Corp • Laboratory analytical instruments

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
Negative Pledge Agreement • March 28th, 2007 • Sunrise Energy Resources Inc • Oil & gas field exploration services • Massachusetts

WHEREAS pursuant to one or more promissory notes or debentures (the “Credit Facilities”) between Sunrise Energy Resources, Inc. (the “Company”), the Lender has agreed to make certain loans and other financial accommodations to the Company, upon the terms and conditions set forth therein (the "Loan Agreement");

NEGATIVE PLEDGE THIS AGREEMENT dated as of the 17th day of July, 2007.
Negative Pledge Agreement • August 1st, 2007 • Siena Technologies, Inc. • Communications services, nec • Massachusetts

WHEREAS pursuant to one or more promissory notes, warrants and other agreements and instruments (collectively, the “Credit Facilities”) between the undersigned and the Lender, the Lender has agreed to make certain loans and other financial accommodations to the undersigned, upon the terms and conditions set forth therein (the "Finance Documents");

NEGATIVE PLEDGE AGREEMENT
Negative Pledge Agreement • March 17th, 2006 • Medtox Scientific Inc • Services-medical laboratories

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:

NEGATIVE PLEDGE AGREEMENT
Negative Pledge Agreement • April 25th, 2008 • Minnergy LLC • Industrial organic chemicals

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”).

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, § 15-48-10, ET. SEQ., CODE OF LAWS OF SOUTH CAROLINA (1976), AS AMENDED.
Negative Pledge Agreement • June 11th, 2007 • Span America Medical Systems Inc • Orthopedic, prosthetic & surgical appliances & supplies

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").

NEGATIVE PLEDGE
Negative Pledge Agreement • March 29th, 2007 • Dinewise, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Massachusetts

WHEREAS pursuant to one or more promissory notes or debentures (the “Credit Facilities”) issued by DineWise, Inc., a Nevada corporation (the “Company”), the Lender has agreed to make certain loans and other financial accommodations to the Company, upon the terms and conditions set forth therein (the "Loan Agreement");

NEGATIVE PLEDGE AGREEMENT
Negative Pledge Agreement • March 14th, 2012 • Hardinge Inc • Machine tools, metal cutting types

Bank: M&T Bank, a New York banking corporation with its principal banking office at One M&T Plaza, Buffalo, New York 14203. Attention: Office of General Counsel

NEGATIVE PLEDGE AGREEMENT
Negative Pledge Agreement • March 20th, 2009 • Hardinge Inc • Machine tools, metal cutting types

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:

NEGATIVE PLEDGE AGREEMENT
Negative Pledge Agreement • February 4th, 2016 • Monro Muffler Brake Inc • Services-automotive repair, services & parking • New York

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).

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NEGATIVE PLEDGE AGREEMENT
Negative Pledge Agreement • November 14th, 2002 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • North Carolina

THIS NEGATIVE PLEDGE AGREEMENT (“Agreement”) is entered into, as of September 30, 2002, by and between RBC CENTURA BANK (“Bank”), with a mailing address of 3201 Beechleaf Court, Suite 100, Raleigh, North Carolina 27604-1051, and SALIX PHARMACEUTICALS, LTD., a Delaware corporation and SALIX PHARMACEUTICALS, INC. a California corporation, jointly and severally (collectively, “Borrower”), with a mailing address of 8540 Colonnade Center Drive, Suite 501, Raleigh, North Carolina, 27615.

Negative Pledge Agreement
Negative Pledge Agreement • June 11th, 2015 • Friedman Industries Inc • Steel works, blast furnaces & rolling & finishing mills • Texas

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 worker’s compensation insurance, unemployment insurance, or of mechanics and material men for sums not due or sums being contested in good faith for which adequate

EXHIBIT 10.24 NEGATIVE PLEDGE AGREEMENT
Negative Pledge Agreement • November 14th, 1996 • Dawson Production Services Inc • Oil & gas field services, nec

THIS NEGATIVE PLEDGE AGREEMENT between DAWSON PRODUCTION SERVICES, INC. ("Borrower") and THE FROST NATIONAL BANK ("Lender") is made and executed on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans and other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. All such loans and financial accommodations, together with all future loans and financial accommodations from Lender to Borrower, are referred to in this Agreement individually as the "Loan" and collectively as the "Loans." Borrower understands and agrees that: (a) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements, as set forth in this Agreement; (b) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (c) all suc

NEGATIVE PLEDGE AGREEMENT
Negative Pledge Agreement • June 27th, 2002 • Pharsight Corp • Services-prepackaged software

In connection with, among other documents, the Loan and Security Agreement (the “Loan Documents’) being concurrently executed herewith between Borrower and Bank, Borrower agrees as follows:

NEGATIVE PLEDGE AGREEMENT
Negative Pledge Agreement • November 3rd, 2010 • Napco Security Technologies, Inc • Communications equipment, nec
NEGATIVE PLEDGE AGREEMENT [Property Name] [Property Address]
Negative Pledge Agreement • June 17th, 2005 • Hartman Commercial Properties Reit • Real estate investment trusts • New York

This Agreement is made as of March 11, 2005, between HARTMAN REIT OPERATING PARTNERSHIP III LP (the “Company”), and KEYBANK NATIONAL ASSOCIATION, with its head office at 127 Public Square, Cleveland, Ohio 44114, in its capacity as Administrative Agent (in such capacity, hereinafter called the “Administrative Agent”) for the Lenders under and as defined in the Loan Agreement referred to below.

NEGATIVE PLEDGE AGREEMENT
Negative Pledge Agreement • July 7th, 2008 • Icad Inc • Surgical & medical instruments & apparatus

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”).

NEGATIVE PLEDGE AGREEMENT
Negative Pledge Agreement • April 26th, 2016 • Twin Disc Inc • General industrial machinery & equipment

THIS NEGATIVE PLEDGE AGREEMENT (this “Agreement”) is made effective as April 22, 2016, by and among TWIN DISC, INCORPORATED, a Wisconsin corporation (the “Company” or the “Borrower”), each lender from time to time party to the Credit Agreement hereinafter defined (collectively, the “Lenders” and individually, a “Lender”), and BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago branch, as Administrative Agent for the Lenders from time to time parties to the Credit Agreement (hereinafter defined) (the “Administrative Agent”).

Negative Pledge Agreement
Negative Pledge Agreement • April 14th, 2008 • Fluidigm Corp

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”).

EXHIBIT B NEGATIVE PLEDGE AGREEMENT
Negative Pledge Agreement • June 18th, 2009 • Pioneer Financial Services Inc • Personal credit institutions

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.

NEGATIVE PLEDGE AGREEMENT
Negative Pledge Agreement • January 29th, 2004 • Zimmer Alan M • Retail-jewelry stores

THIS NEGATIVE PLEDGE AND SECURITY AGREEMENT is made as of this 22 day of January, 2004 by and among RBC CENTURA BANK, a banking corporation organized under the laws of the State of North Carolina having its principal office at Rocky Mount NC (“RBC CENTURA”); and Sparkle Acquisition, Inc., having its principal office at 2525 S Seventeenth St, Wilmington, NC 28402 (“Sparkle Acquisition, “); and 111 PRINCESS STREET ASSOCIATES LIMITED PARTNERSHIP, a North Carolina limited partnership having its principal office at 111 Princess Street, Wilmington, NC 28402 (“111 PRINCESS STREET”)

NEGATIVE PLEDGE AGREEMENT
Negative Pledge Agreement • October 15th, 2018 • German American Bancorp, Inc. • State commercial banks • Ohio

GERMAN AMERICAN BANCORP, INC., an Indiana 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:

NEGATIVE PLEDGE AGREEMENT
Negative Pledge Agreement • June 26th, 2009 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • Illinois

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.

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