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Contract analysis / borrower-pledge-agreement-execution-version.docx
borrower-pledge-agreement-execution-version.docx
1005-00001 · 57 clauses
High · 4 Medium · 11 Standard · 3
1. Nexford Precision Components, Inc. ("NPC"), a Delaware corporation;
1. Nexford Precision Components, Inc. ("NPC"), a Delaware corporation;
2. Nexford Engineered Systems, LLC ("NES"), a Delaware limited liability company;
2. Nexford Engineered Systems, LLC ("NES"), a Delaware limited liability company;
3. Nexford Coatings & Surface Technologies, Inc. ("NCST"), a Delaware corporation;
3. Nexford Coatings & Surface Technologies, Inc. ("NCST"), a Delaware corporation;
4. Nexford Manufacturing Services, LLC ("NMS"), an Illinois limited liability company;
4. Nexford Manufacturing Services, LLC ("NMS"), an Illinois limited liability company;
5. Nexford Properties, LLC ("NP LLC"), a Delaware limited liability company;
5. Nexford Properties, LLC ("NP LLC"), a Delaware limited liability company;
6. Nexford International Holdings, Inc. ("NIH Intl"), a Delaware corporation;
6. Nexford International Holdings, Inc. ("NIH Intl"), a Delaware corporation;
7. Clearfield Tool & Die, Inc. ("Clearfield"), a Pennsylvania corporation;
7. Clearfield Tool & Die, Inc. ("Clearfield"), a Pennsylvania corporation;
8. Summit Industrial Fabrication Co. ("Summit"), a South Carolina corporation;
8. Summit Industrial Fabrication Co. ("Summit"), a South Carolina corporation;
9. Ridgepoint Specialty Coatings, LLC ("Ridgepoint"), a Texas limited liability company;
9. Ridgepoint Specialty Coatings, LLC ("Ridgepoint"), a Texas limited liability company; and
10. Lakeshore Precision Engineering, Inc. ("Lakeshore"), a Michigan corporation. Standard
⚑ Commercial term
10. Lakeshore Precision Engineering, Inc. ("Lakeshore"), a Michigan corporation. For the avoidance of doubt, NIH Intl is a domestic holding company, and the pledge of equity interests in Nexford Canada Holdings ULC held by NIH Intl is governed separately by that certain CFC Holdco Limited Pledge Agreement dated as of March 28, 2025 and is not covered by this Agreement. C. It is a condition precedent to the making of
Section 1.01 Defined Terms
Section 1.01 Defined Terms As used in this Agreement, the following terms have the meanings set forth below: "Agreement" means this Borrower Pledge Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time. "Borrower" or "Pledgor" means Nexford Industrial Holdings Inc., a Delaware corporation. "Collateral Agent" means Crescent Harbor Bank, N.A., in its capacity as collatera
Section 1.02 UCC Terms
Section 1.02 UCC Terms Unless otherwise defined herein, terms used in this Agreement that are defined in Article 8 or Article 9 of the UCC shall have the meanings given to them in Article 8 or Article 9 of the UCC, as applicable.
Section 1.03 Credit Agreement Terms
Section 1.03 Credit Agreement Terms Unless otherwise defined herein or in the UCC, capitalized terms used in this Agreement shall have the meanings assigned to such terms in the Credit Agreement. All references in this Agreement to Articles, Sections, Exhibits and Schedules are references to Articles, Sections, Exhibits and Schedules of or to this Agreement unless otherwise expressly specified.
Section 1.04 Governing Law Reference Medium
⚑ Forum / governing law
Section 1.04 Governing Law Reference To the extent not otherwise specified by mandatory applicable law, the interpretation of defined terms and other provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Article II
Article II Pledge and Grant of Security Interest
Section 2.01 Pledge High
⚑ Non-compete / exclusivity restraint
Section 2.01 Pledge As security for the prompt payment and performance in full of the Secured Obligations, the Pledgor hereby pledges, assigns, hypothecates and grants to the Collateral Agent, for the benefit of the Secured Parties, a continuing first-priority security interest in and lien upon all of the Pledgor's right, title and interest in, to and under the following property, whether now owned or hereafter acqui
Section 2.02 Security for Obligations Medium
⚑ Assignment / subcontracting
Section 2.02 Security for Obligations This Agreement and the pledge, assignment and grant of security interest herein are made to secure, and the Pledged Collateral shall secure, the prompt payment in full when due, whether at stated maturity, by acceleration or otherwise, and the prompt performance of all Secured Obligations, including all principal in respect of the $1,400,000,000 Term Loan B facility, all accrued
Section 2.03 Continuing Security Interest
Section 2.03 Continuing Security Interest This Agreement shall create a continuing security interest in the Pledged Collateral and shall remain in full force and effect until the Termination Date. The grant of the security interest under this Agreement is in addition to, and not in limitation of, any security interest granted to the Collateral Agent under the Security Agreement or any other Loan Document.
Article III
Article III Delivery of Pledged Collateral
Section 3.01 Delivery of Certificates
Section 3.01 Delivery of Certificates The Pledgor shall deliver or cause to be delivered to the Collateral Agent on the date hereof, and with respect to any after-acquired certificated Pledged Equity promptly upon acquisition thereof, all certificates representing Pledged Equity that is in certificated form, together with undated stock powers, transfer powers or other equivalent instruments of transfer duly executed
Section 3.02 Uncertificated Equity
Section 3.02 Uncertificated Equity To the extent any Pledged Equity is uncertificated, including the limited liability company interests in NES, NMS, NP LLC and Ridgepoint, the Pledgor shall, or shall cause the applicable Pledged Subsidiary to: (a) register the pledge and security interest created hereby on the books and records of such Pledged Subsidiary; (b) execute and deliver to the Collateral Agent an acknowledg
Section 3.03 Additional Equity
Section 3.03 Additional Equity If the Pledgor shall at any time acquire any additional equity interests in any existing or future direct domestic restricted subsidiary, whether by formation, acquisition, contribution, dividend, recapitalization, reclassification or otherwise, the Pledgor shall promptly, and in any event within thirty (30) days after such acquisition or such longer period as the Collateral Agent may a
Article IV
Article IV Representations and Warranties The Pledgor represents and warrants to the Collateral Agent and the Secured Parties, as of the date hereof and on each date on which any additional Pledged Equity becomes subject to this Agreement, that:
Section 4.01 Organization and Good Standing
Section 4.01 Organization and Good Standing The Pledgor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite corporate power and authority to own its properties and conduct its business as currently conducted and to execute, deliver and perform this Agreement.
Section 4.02 Authorization; No Conflicts Medium
⚑ Forum / governing law
Section 4.02 Authorization; No Conflicts The execution, delivery and performance by the Pledgor of this Agreement have been duly authorized by all necessary corporate action, including pursuant to the board resolutions adopted on January 13, 2025. This Agreement has been duly executed and delivered by the Pledgor. Neither the execution, delivery or performance of this Agreement by the Pledgor, nor the consummation of
Section 4.03 Enforceability
Section 4.03 Enforceability This Agreement constitutes a legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding
Section 4.04 Ownership of Pledged Equity
Section 4.04 Ownership of Pledged Equity The Pledgor is the sole legal and beneficial owner of one hundred percent (100%) of the equity interests in each Pledged Subsidiary set forth on Schedule I, free and clear of all liens, claims, charges, encumbrances, options, adverse claims and security interests of any nature whatsoever, except for the security interest created by this Agreement and such liens as are permitte
Section 4.05 Validity of Pledge; Perfection
Section 4.05 Validity of Pledge; Perfection The pledge and grant of security interest made hereunder constitute a valid security interest in the Pledged Collateral. Upon: (a) the delivery to the Collateral Agent of all certificated Pledged Equity together with duly executed blank stock powers or transfer powers; (b) the registration of the pledge on the books and records of each applicable limited liability company P
Section 4.06 No Required Consents
Section 4.06 No Required Consents No consent, approval, authorization, registration, filing with, or order of any governmental authority or any other person is required in connection with the execution, delivery and performance by the Pledgor of this Agreement or the grant of the security interest hereunder, except for such consents, approvals, authorizations, registrations, filings or orders as have been obtained or
Section 4.07 Chief Executive Office and Jurisdiction of Organization
Section 4.07 Chief Executive Office and Jurisdiction of Organization The Pledgor's chief executive office is located at 1400 Industrial Parkway, Schaumburg, Illinois 60173. The Pledgor is organized under the laws of the State of Delaware. The Pledgor's organizational identification number is Delaware File Number 5765432.
Section 4.08 No Other Pledges or Liens
Section 4.08 No Other Pledges or Liens None of the Pledged Equity is subject to any pledge, lien, security interest or other encumbrance, other than the security interest created hereby and liens permitted under the Credit Agreement.
Section 4.09 Equity Interests Fully Paid and Non-Assessable
Section 4.09 Equity Interests Fully Paid and Non-Assessable All shares of capital stock constituting Pledged Equity have been duly authorized and validly issued and are fully paid and non-assessable. All membership interests constituting Pledged Equity have been validly issued in accordance with the applicable limited liability company agreements or equivalent governing documents of the relevant Pledged Subsidiaries.
Section 4.10 No Options or Agreements
Section 4.10 No Options or Agreements There are no outstanding options, warrants, conversion rights, preemptive rights, calls, rights of first refusal or other rights or agreements to purchase, subscribe for or otherwise acquire any Pledged Equity, other than those described in the Credit Agreement or otherwise disclosed in writing to and known by the Collateral Agent.
Section 5.01 Voting Rights Medium
⚑ Forum / governing law
Section 5.01 Voting Rights So long as no Event of Default has occurred and is continuing, the Pledgor shall be entitled to exercise all voting rights and consensual rights pertaining or relating to the Pledged Equity or any part thereof for any purpose not inconsistent with the terms of this Agreement, the Credit Agreement or any other Loan Document. Upon the occurrence and during the continuance of an Event of Defau
Section 5.02 Distributions Standard
⚑ Commercial term
Section 5.02 Distributions So long as no Event of Default has occurred and is continuing, the Pledgor shall be entitled to receive and retain all Distributions paid in respect of the Pledged Equity, to the extent receipt and retention thereof are permitted by the Credit Agreement, including the restricted payment provisions thereof, the annual general restricted payment basket in an amount up to $25,000,000, and the
Section 5.03 Maintenance of Pledge
Section 5.03 Maintenance of Pledge The Pledgor shall not sell, assign, transfer, convey, exchange, pledge, encumber or otherwise dispose of any Pledged Equity, or create, incur or permit to exist any lien thereon, except as expressly permitted by the Credit Agreement, including dispositions and investments expressly permitted thereunder.
Section 5.04 Defense of Title
Section 5.04 Defense of Title The Pledgor shall defend the Pledged Collateral against all claims and demands of all persons at any time claiming the same or any interest therein adverse to the Collateral Agent or any Secured Party, except for liens permitted under the Credit Agreement.
Section 5.05 Further Assurances
Section 5.05 Further Assurances The Pledgor shall, at its own cost and expense, promptly execute and deliver, and cause each applicable Pledged Subsidiary to execute and deliver, such further instruments, documents, certificates, notices, stock powers, transfer powers, consents, acknowledgments, control agreements, UCC financing statements and amendments thereto, and shall take such further action, as the Collateral
Section 5.06 After-Acquired Equity
Section 5.06 After-Acquired Equity The Pledgor shall pledge, pursuant to this Agreement or a supplement hereto reasonably acceptable to the Collateral Agent, all after-acquired equity interests in any existing or future direct domestic restricted subsidiary of the Pledgor within thirty (30) days after the acquisition thereof, or such longer period as may be agreed by the Collateral Agent, and shall take all actions r
Section 5.07 Change of Organization Medium
⚑ Notice / time limit to track
Section 5.07 Change of Organization The Pledgor shall provide the Collateral Agent with not less than thirty (30) days' prior written notice of any change in: (a) its legal name; (b) its jurisdiction of organization; (c) its organizational identification number; or (d) the location of its chief executive office. In connection with any such change, the Pledgor shall take all actions reasonably required by the Collater
Section 5.08 Compliance with Securities Laws Medium
⚑ Forum / governing law
Section 5.08 Compliance with Securities Laws The Pledgor acknowledges that the Collateral Agent may be unable to effect a public sale of all or a part of the Pledged Equity by reason of certain prohibitions contained in the Securities Act of 1933, as amended, applicable state securities laws or other applicable laws. The Pledgor agrees that any sale of the Pledged Equity or any part thereof by private sale, conducted
Article VI
Article VI Remedies Upon Event of Default
Section 6.01 Remedies Medium
⚑ Forum / governing law
Section 6.01 Remedies Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, including any Event of Default arising from a change of control, the Collateral Agent, acting at the direction of the Required Lenders and subject to the terms of the Credit Agreement and any applicable intercreditor agreement, may exercise in respect of the Pledged Collateral, in addition to all ot
Section 6.02 Application of Proceeds High
⚑ Indemnity / guarantee obligation
Section 6.02 Application of Proceeds Any cash proceeds received by the Collateral Agent in respect of any sale, collection or other realization upon all or any part of the Pledged Collateral shall be applied as follows: (i) first, to the payment of all reasonable and documented out-of-pocket costs and expenses incurred by or on behalf of the Collateral Agent in connection with such sale, collection or other realizati
Section 6.03 Private Sales Medium
⚑ Forum / governing law
Section 6.03 Private Sales The Pledgor recognizes and acknowledges that the Collateral Agent may be unable to effect a public sale of all or part of the Pledged Equity by reason of certain prohibitions under federal securities laws, state securities laws or other applicable laws, or because of the nature of the Pledged Equity and the absence of a ready public market therefor. The Pledgor therefore agrees that any pri
Section 6.04 Deficiency Standard
⚑ Commercial term
Section 6.04 Deficiency If the proceeds of any sale, collection or other realization upon the Pledged Collateral are insufficient to pay all amounts constituting the Secured Obligations in full, the Pledgor shall remain liable for any deficiency to the extent provided in the Credit Agreement and the other Loan Documents.
Article VII
Article VII The Collateral Agent
Section 7.01 Appointment and Authority
Section 7.01 Appointment and Authority The Collateral Agent has been appointed pursuant to the Credit Agreement and is acting hereunder solely in its capacity as Collateral Agent for the benefit of the Secured Parties. The Collateral Agent shall have all of the rights, powers, privileges, protections, immunities and indemnities granted to it under the Credit Agreement, and all such provisions of the Credit Agreement
Section 7.02 Agent's Duties
Section 7.02 Agent's Duties The Collateral Agent shall have no duty or obligation to take any action with respect to the Pledged Collateral or to exercise any right, remedy or power under this Agreement except as expressly directed by the Required Lenders or as otherwise expressly required by the Credit Agreement. The Collateral Agent shall not be responsible for the existence, genuineness, value or collectability of
Section 7.03 Reliance
Section 7.03 Reliance The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any certificate, statement, instrument, opinion, notice, request, direction, consent, order or other document believed by it in good faith to be genuine and to have been signed or sent by the proper person or persons.
Section 7.04 Indemnification High
⚑ Indemnity / guarantee obligation
Section 7.04 Indemnification The Pledgor shall indemnify and hold harmless the Collateral Agent and its officers, directors, employees, agents and affiliates from and against any and all claims, losses, liabilities, damages and reasonable and documented out-of-pocket expenses, including reasonable and documented attorneys' fees and expenses, arising out of or in connection with this Agreement or the administration, e
Section 8.01 Notices
Section 8.01 Notices All notices, requests, demands, consents, approvals and other communications hereunder shall be given in the manner provided in the Credit Agreement and shall be sent to the applicable parties at the addresses set forth below, or to such other address as any party may designate in accordance with the Credit Agreement: If to the Pledgor: Nexford Industrial Holdings Inc. 1400 Industrial Parkway Sch
Section 8.02 Amendments and Waivers
Section 8.02 Amendments and Waivers No amendment, modification, supplement or waiver of any provision of this Agreement, and no consent to any departure by the Pledgor herefrom, shall be effective unless the same shall be in writing and signed by the Pledgor and the Collateral Agent, with the consent of the Required Lenders or such other Lenders as may be required under the Credit Agreement. Any such waiver or consen
Section 8.03 Governing Law Medium
⚑ Forum / governing law
Section 8.03 Governing Law This Agreement, and any claim, controversy or dispute arising out of or relating to this Agreement, shall be governed by and construed in accordance with the laws of the State of New York.
Section 8.04 Jurisdiction; Venue High
⚑ Non-compete / exclusivity restraint
Section 8.04 Jurisdiction; Venue Each party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan in the City of New York and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or rel
Section 8.05 Waiver of Jury Trial Medium
⚑ Forum / governing law
Section 8.05 Waiver of Jury Trial EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 8.06 Counterparts Medium
⚑ Forum / governing law
Section 8.06 Counterparts This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic mail in portable document format (PDF), by electronic signature or by any other electronic transmission co