Exhibit
10(xiv)
[FIRST NIAGARA LETTERHEAD]
NEGATIVE PLEDGE AGREEMENT
This Negative Pledge Agreement dated 7 th 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").
Recitals
1. Lender or one of
Lender's affiliates is or will be making available to Pledgor one
or more credit facilities (collectively, the "Credit
Facilities").
2. The Lender has
requested and Pledgor has agreed to enter into, execute and deliver
this Agreement.
NOW, THEREFORE , in
consideration of the mutual promises of the parties hereto and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1.
Representations and Warranties .
(a) Pledgor is a
corporation (i) duly formed, validly existing and in good standing
under the laws of the State of New York; and (ii) has the
power and authority to own and use its assets and conduct its
business and operations as now conducted, and as anticipated that
its business and operations will hereafter be,
conducted.
(b) The execution, delivery and performance
by Pledgor of this Agreement have been duly authorized by all
necessary action and will not (i) contravene any of Pledgor's
organizational documents, (ii) violate any law, rule or
regulation, order, writ, judgment, injunction, decree,
determination or award, (iii) conflict with or result in the
breach of, or constitute a default under, any material contract,
loan agreement or other material instrument or agreement binding on
Pledgor or any of Pledgor's properties, or result in or require the
creation or imposition of any lien upon or with respect to any of
Pledgor's properties.
2. Definitions . The following terms, as used herein, shall
have the following meanings.
"Lien" shall mean any interest in property securing an obligation
whether such interest is based on the common law, statute or
contract, and including but not limited to a security interest
arising from a security agreement, an encumbrance, pledge,
conditional pledge or mortgage, or a lease, consignment or bailment
for security purposes.
"Personal Property" shall mean all personal property and assets of
the Pledgor, including, without limitation all now owned or
hereafter acquired Equipment, Inventory, Documents, Accounts,
Chattel Paper, Investment Property, Instruments, General
Intangibles, Deposit Accounts and Letter of Credit Rights, all such
items which are or become Fixtures.
"Property" shall mean all Personal Property and the Real
Property.
"Real Property" shall mean Pledgor's
real property located at 90 Taylor Drive, 100 Taylor Drive, 140
Michigan Street and 206 Michigan Street, all in the City of North
Tonawanda, County of Niagara, New York, more specifically described
in Schedule A hereto.
3. Negative
Pledge . So long
as the Credit Facilities, or any amendments, renewals or
replacements thereof, shall remain outstanding, the Pledgor will
not, and will not permit any of its subsidiaries to, without the
prior written consent of the Lender:
(a) sell,
transfer, assign or lease any of the Real Property.
(b) create,
incur, assume or suffer to exist any Lien on any of the Property;
provided, however, the following shall not constitute a Lien
prohibited by this Subsection (b):
(i) Liens
for taxes, assessments, or similar charges, incurred in the
ordinary course of business that are not yet due and
payable;
(ii) Encumbrances
consisting of zoning restrictions, easements or other restrictions
on the use of real property, none of which materially impairs the
use of such property by the Debtor in the operation of its
business, and none of which is violated in any material respect by
existing or proposed structures or land use; and
(iii) The
following, if the validity or amount thereof is being contested in
good faith by appropriate and lawful process, so long as levy and
execution thereon have been stayed and continue to be stayed and
they do not, in the aggregate, materially detract from the value of
the property of the Debtor, or materially impair the use thereof in
the operation of their business taken as a whole:
(1) Claims or liens for taxes, assessments
or charges due and payable;
(2) Claims, liens and encumbrances upon,
and defects of title to, real or personal property, including any
attachment of personalty or real property or other legal process
prior to adjudication of a dispute on the merits;
&nbs
