STOCK PLEDGE AGREEMENT
This STOCK PLEDGE AGREEMENT is made and entered into as of
December 31, 1996, by and between XXXXXXX BANK, N.A., a national banking
association ("Lender"), and JMD DELAWARE, INC., AS TRUSTEE FOR THE XXXXX XXXXXX
HOLDINGS TRUST ("Pledgor").
WITNESSETH:
WHEREAS, Xxxxx Xxxxxx is the owner of 1,200,000 shares (the
"Pledged Securities") of the common stock of Carnival Corporation, a Panamanian
corporation ("Carnival Corporation"), represented by stock certificates numbers
CCA 15344, CCA 15345, CCA 16710 and CCA 21768;
WHEREAS, Xxxxx Xxxxxx executed an Amended and Restated Stock
Pledge Agreement dated as of October 2, 1996 in order to secure the Amended and
Restated Limited Recourse Guarantee dated as of October 2, 1996 given by Xxxxx
Xxxxxx to Lender of obligations of Carnival Air Lines, Inc., a Florida
corporation ("CAL") to Lender, and agreed to pledge to Lender as collateral all
of the Pledged Securities;
WHEREAS, Xxxxx Xxxxxx wishes to transfer the Pledged Securities
to the Pledgor;
WHEREAS, the Pledgor has executed a Limited Recourse Guarantee
(the "Guarantee") of even date herewith of obligations of CAL to Lender, and has
agreed to pledge to lender as collateral all of the Pledged Securties to be
transferred to it from Xxxxx Xxxxxx.
NOW, THEREFORE, in consideration of the premises and of the
mutual cove nants herein contained, and in the Guarantee, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties, intending to be legally bound, agree as follows:
1. Definitions. Capitalized terms used herein which are defined
in that certain Amended and Restated Revolving Credit Agreement dated as of
October 2, 1996 shall have the meanings assigned to them therein, unless the
context otherwise requires or unless otherwise defined herein.
2. Pledge.
(a) As security for the due and punctual payment and performance
of all of the Pledgor's obligations and liabilities under the Guarantee
(collectively, the "Obligations"), the
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Pledgor hereby pledges, hypothecates, assigns, transfers, sets over, and
delivers unto Lender, and hereby grants to Lender a security interest in and to
the following:
(i) The Pledged Securities and the certificates
representing the Pledged Securities, and all cash, proceeds, securities,
dividends and other property at any time and from time to time received,
receivable or otherwise distributed in respect of or in exchange for any
or all of the Pledged Securities (except as otherwise provided in
Section 4(a)(ii), below); and
(ii) All securities hereafter delivered or issued in
substitution for or in addition to any of the Pledged Securities, all
certificates and instruments representing or evidencing such securities,
together with the interest coupons, if any, attached thereto, all cash,
proceeds, securities, interests, dividends and other property at any
time and from time to time received or otherwise distributed in respect
of or in exchange for any or all thereof. (All such Pledged Securities,
certificates, interest coupons, cash, proceeds, securities, interest,
dividends and other property being herein collectively called the
"Pledged Stock Collateral").
TO HAVE AND TO HOLD the Pledged Stock Collateral, together with all rights,
titles, interest, privileges and preferences appertaining or incidental thereto,
unto Lender, its successors and assigns, forever, subject, however, to the
terms, covenants and conditions hereinafter set forth.
(b) (i) In the event that the aggregate amount of Advances
outstanding, plus the aggregate face amount of all outstanding LCs issued in
accordance with Section 3 of the Amended and Restated Revolving Credit
Agreement, shall equal 85% or more of the aggregate market value of the Pledged
Securities for any period of ten consecutive trading days (based on the closing
price thereof as reported in The Wall Street Journal), then Pledgor agrees,
immediately upon demand by Lender, to pledge and deliver to Lender as additional
Pledged Securities, subject to and in accordance with all of the terms and
conditions of this Agreement, such additional number of shares of Carnival
Corporation common stock so that the aggregate amount of such Advances and LCs
shall equal less than 85% of such aggregate market value of the Pledged
Securities.
(ii) In the event that Pledgor has pledged additional
shares of Carnival Corporation in accordance with the preceding paragraph and,
thereafter, the aggregate amount of such Advances and outstanding LCs shall
equal less than 85% of the aggregate market value of the Pledged Securities for
such a period of ten consecutive trading days, Lender shall, upon the request of
Pledgor, return to Pledgor all or part of such additional Pledged Securities up
to an amount which, after such return, shall permit such aggregate amount of
Advances and LCs to remain less than 85% of the market value of the remaining
Pledged Securities; provided, however, that the number of Pledged Securities
shall never be so reduced to be less than 1,200,000.
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3. Transfer of Certificates. The original certificates
representing all Pledged Stock Collateral shall be held by Lender. The Pledgor
shall deliver to Lender all original certificates representing the Pledged Stock
Collateral issued in the name of the Pledgor, endorsed or assigned in blank (or
accompanied by stock powers or other instruments of transfer requested by
Lender, duly executed and delivered by Pledgor) in favor of Lender. Lender may,
upon delivery of the appropriate Pledged Stock Collateral to Carnival
Corporation or its agent (or other issuer thereof), exchange the certificates
representing the Pledged Stock Collateral for certificates of smaller or larger
denominations for any purpose consistent with the terms of this Pledge
Agreement.
4. Voting Rights; Dividends.
(a) Unless and until there is an "Event of Default" (as
defined in Section 5, below):
(i) The Pledgor shall be entitled to exercise any and all
voting and/or consensual rights and powers relating or pertaining to the
Pledged Stock Collateral or any part thereof, provided, however, that no
vote shall be cast or consent, waiver or ratification given or action
taken which would be inconsistent with any of the provisions of the Loan
Documents, or which would involve any violation of any such provisions.
(ii) The Pledgor shall be entitled to receive and retain
any and all ordinary cash dividends and interest payable on the Pledged
Stock Collateral, but any and all stock and/or liquidating dividends,
distributions in property, returns of capital or other distributions
made on or in respect of the Pledged Stock Collateral, whether resulting
from a subdivision, combination or reclassification of the outstanding
capital stock of an issuer thereof or received in exchange for Pledged
Stock Collateral or any part thereof, or as a result of any merger,
consolidation, acquisition or other exchange of assets to which any such
issuer may be a party or otherwise, and any and all cash and other
property received in payment of the principal of or in redemption of or
in exchange for any Pledged Stock Collateral (either at maturity, upon
call for redemption or otherwise), shall be and become part of the
collateral pledged by the Pledgor hereunder and, if received by the
Pledgor, shall be received in trust for the benefit of Lender or its
assigns and shall forthwith be delivered to Lender (accompanied by
proper instruments of assignment and/or stock and/or bond powers
executed by the Pledgor in accordance with Lender's instructions) to be
applied as a payment or prepayment of any of the Obligations secured by
this Agreement as provided in Section 6(a), below.
(iii) Lender shall execute and deliver (or cause to be
executed and delivered) to the Pledgor all such proxies, powers of
attorney, dividend orders, interest coupons and other instruments as the
Pledgor may request for the purpose of enabling the Pledgor to exercise
the voting and/or consensual rights and powers which it is entitled to
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exercise pursuant to subparagraph (i) above and/or to receive the
dividends and/or interest payments which he is authorized to receive and
retain pursuant to subparagraph (ii) above.
(b) Upon the occurrence and during the continuance of an Event of
Default, all rights of the Pledgor to exercise the voting and/or consensual
rights and powers which it is entitled to exercise pursuant to Section 4(a)(i)
hereof and/or to receive the dividends and interest payments which it is
authorized to receive and retain pursuant to Section 4(a)(ii) hereof shall
cease, and all such rights shall thereupon become vested in Lender who shall
have the sole and exclusive right and authority to exercise such voting and/or
consensual rights and powers and/or to receive and retain the dividends and/or
interest payments which the Pledgor would otherwise be authorized to retain
pursuant to Section 4(a)(ii) hereof. Any and all money and other property paid
over to or received by Lender pursuant to the provisions of this paragraph (b)
or pursuant to the exercise by Lender of the voting and/or consensual rights and
powers shall be applied by Lender in accordance with the provisions of Section
6(a) of this Agreement. Upon the occurrence and during the continuance of an
Event of Default, Lender may transfer into its name, or into the name of its
nominee, any or all shares of the Pledged Stock Collateral.
5. Events of Default. Pledgor shall be in default and an "Event
of Default" shall be deemed to have occurred under this Agreement (i) if Pledgor
shall breach or default under any material agreement, representation, warranty
or covenant set forth in this Agreement, (ii) upon the occurrence of any event
of default under the Amended and Restated Revolving Credit Agreement or any
other Loan Document or (iii) upon the occurrence of any event of default under
the Amended Guarantee.
6. Remedies upon Default. If any Event of Default shall have
occurred and be continuing, then, in addition to exercising any rights and
remedies as a secured party under the Uniform Commercial Code in effect in the
State of Florida, Lender may:
(a) apply the cash (if any) then held by it as collateral
hereunder, first, to the payment of all costs of collection (including
attorneys' fees and disbursements) incurred in enforcing Lender's rights under
any of the loan documents referred to in the Amended Guarantee, the Amended
Guarantee and this Agreement (collectively, the "Documents"); second, to the
payment of interest accrued and unpaid under any of the Documents, in such order
of priority as Lender may elect in its sole discretion, to and including the
date of such application; third, to the payment or prepayment of principal under
any of the Documents, in such order of priority as Lender may elect in its sole
discretion; and fourth to the payment of all other amounts then owing to Lender
under the terms of any of the Documents, in such order of priority as Lender may
elect in its sole discretion, and
(b) if there shall be no such cash or the cash so applied shall
be insufficient to pay in full all the Obligations of the Pledgor to Lender,
upon 10 days' prior notice to Pledgor, take any action with respect to the
Pledged Stock Collateral, including, without limitation, sell the Pledged Stock
Collateral, or any part thereof, at any public or private sale or at any
broker's
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board or on any securities exchange, for cash, upon credit or for future
delivery, as Lender shall deem appropriate. Lender shall be authorized at any
such sale (if it deems it advisable to do so) to restrict the prospective
bidders or purchasers to persons who will represent and agree that they are
purchasing the Pledged Stock Collateral for their own account for investment and
not with a view to the distribution or sale thereof, and upon consummation of
any such sale Lender shall have the right to assign, transfer and deliver to the
purchaser or purchasers thereof the Pledged Stock Collateral so sold, free and
clear from any claims or rights of Pledgor. Further, it shall be deemed
commercially reasonable for Lender to impose sufficient conditions on any such
sale so as to preclude the necessity of registration of the Pledged Stock
Collateral under the Securities Act of 1933, as amended (the "Act"). Each such
purchaser at any such sale shall hold the property sold absolutely, free from
any claim or right on the part of the Pledgor, and the Pledgor hereby waives (to
the extent permitted by law) all rights of redemption, stay and/or appraisal
which it now has or may at any time in the future have under any rule of law or
statute now existing or hereafter enacted. Lender shall give the Pledgor at
least 10 days' written notice in the manner specified for notices under this
Agreement of Lender's intention to make any such public or private sale or sales
at any broker's board or on any such securities exchange, and the Pledgor agrees
that such notice of sale will be commercially reasonable notice to it. Such
notice, in case of public sale, shall state the time and place fixed for such
sale, and, in the case of sale at a broker's board or exchange at which such
sale is to be made, the day on which the Pledged Stock Collateral, or portion
thereof, will first be offered for sale at such board or exchange. Any such
public sale shall be held at such time or times within ordinary business hours
and at such place or places, as Lender may fix in the notice of such sale. At
any such sale, the Pledged Stock Collateral, or portion thereof, to be sold may
be sold in one lot as an entirety or in separate parcels, as Lender may (in its
sole and absolute discretion) determine. Lender shall not be obligated to make
any sale of Pledged Stock Collateral if it shall determine not to do so,
regardless of the fact that notice of sale of Pledged Stock Collateral may have
been given. Lender may, without notice or publication, adjourn any public or
private sale or cause the same to be adjourned from time to time by announcement
at the time and place fixed for sale, and such sale may, without further notice,
be made at the time and place to which the same was so adjourned. In case sale
of all or any part of the Pledged Stock Collateral is made on credit or for
future delivery, the Pledged Stock Collateral so sold may be retained by Lender
until the sale price is paid by the pur chaser or purchasers thereof, but
neither Lender nor any other holder of the Note or the assignee of any of
Lender's rights, shall incur any liability in case any such purchaser or
purchasers shall fail to take up and pay for the Pledged Stock Collateral so
sold and, in the case of such failure, such Pledged Stock Collateral may be sold
again upon like notice. As an alternative to exercising the power of sale herein
conferred upon it, Lender may proceed by a suit or suits at law or in equity to
foreclose this Agreement and to sell the Pledged Stock Collateral, or any
portion thereof, pursuant to a judgment or decree of a court or courts of
competent jurisdiction.
(c) If Lender determines to exercise its right to sell all or any
of the Pledged Securities and, if in the opinion of Lender it is advisable, to
have such Pledged Securities registered under the provisions of the Act, Pledgor
agrees, at Pledgor's own expense, to execute and deliver and use Pledgor's best
efforts to cause Carnival Corporation (and the directors and
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officers of Carnival Corporation) to execute and deliver, all such instruments
and documents, and to do or cause to be done all other such acts and things as
may be necessary or, in the opinion of Lender, advisable to register such
Pledged Securities under the provisions of the Act, and Pledgor will use
Pledgor's best efforts to cause the registration statement relating thereto to
become effective and to remain effective for such period as prospectuses are
required by law to be furnished, and to make all amendments thereto and/or to
the related prospectus which, in the opinion of Lender, are necessary or
desirable, all in conformity with the requirements of the Act and the rules and
regulations of the Securities and Exchange Commission ("SEC") applicable
thereto; to use Pledgor's best efforts to qualify such Pledged Securities under
state Blue Sky or securities laws and to obtain the approval of any governmental
authority to the sale of such Pledged Securities, all as reasonably requested by
Lender; and, at the request of Lender, to indemnify and hold harmless and use
Pledgor's best efforts to cause Carnival Corporation to agree to indemnify,
defend and hold harmless Lender from and against any loss, liability, claim,
damage and expense (and reasonable attorneys' fees incurred in connection
therewith) under the Act or otherwise insofar as such loss, liability, claim,
damage or expense arises out of or is based upon any untrue statement or alleged
untrue statement of a material fact contained in such registration statement or
prospectus or in any preliminary prospectus or any amendment or supplement
thereto, or arises out of or is based upon any omission or alleged omission to
state therein a material fact required to be stated or necessary to make the
statements therein not misleading, the indemnification of Lender to remain
operative regardless of any investigation made by or on behalf of Lender.
(d) If Lender determines to exercise its right to sell all or any
of the Pledged Securities, upon written request, Pledgor will from time to time
furnish to Lender all such information as Lender may request in order to
determine the number of shares of Pledged Securities which may be sold by
Pledgor as exempt transactions under Section 4(4) of the Act and Rule 144
thereunder, as the same are from time to time amended.
(e) Pledgor agrees that, following an Event of Default, it will
not sell any other securities of Carnival Corporation which it holds until
Lender has sold or otherwise disposed of the Pledged Securities. If the Pledged
Securities or any part thereof is sold in a private sale by Lender, Pledgor will
not sell any other securities of Carnival Corporation which would violate any
provision of Rule 144 and/or Rule 144A, including the regulations regarding
aggregation.
7. Application of Proceeds of Sale. The proceeds of sale of
Pledged Stock Collateral sold pursuant to Section 6 hereof shall be applied by
Lender as follows:
First: in the manner provided in paragraph (a) of Section 6
hereof; and
Second: the balance (if any) of such proceeds shall remain as
Pledged Stock Collateral subject to the terms and conditions of this
Agreement, in the event any of the Obligations remain outstanding and
not in default, or, the balance (if any) of such proceeds shall be paid
to Pledgor, or as a court of competent jurisdiction may direct.
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8. Pledgor's Obligations Not Affected. The obligations of the
Pledgor under this Agreement shall remain in full force and effect without
regard to, and shall not be impaired or affected by: (a) any amendment or
modification of or addition or supplement to any loan or any assignment or
transfer of any thereof; (b) any exercise or non-exercise by Lender of any
right, remedy, power or privilege under or in respect of any documents or any
assignment or transfer of any thereof, or any waiver of any such right, remedy,
power or privilege; (c) any waiver, consent, extension, indulgence or other
action or inaction in respect of any documents or any assignment or transfer of
any thereof; or (d) any bankruptcy, insolvency, reorganization, arrangement,
readjustment, composition, liquidation, or the like, of the Pledgor; whether or
not Lender shall have notice or knowledge of any of the foregoing. The Pledgor
hereby waives notice of any extensions of credit, loans, advances or other
financial assistance by Lender to Carnival Air Lines, Inc. under the Loan
Documents or under any other agreement, note, document or instrument now or at
any time or times hereafter executed by Carnival Air Lines, Inc. and delivered
to Lender. The Pledgor further waives presentment and demand for payment of any
of the Obligations, protest and notice of dishonor or default with respect to
the Obligations, and all other notices to which the Pledgor might otherwise be
entitled except as herein otherwise expressly provided.
9. Transfer of Pledged Stock Collateral. Pledgor covenants and
agrees not to sell, transfer (by gift or otherwise), assign, pledge or further
encumber any of the Pledged Stock Collateral, or execute any agreement providing
for any of the foregoing, without the express prior written consent of Lender as
to (i) the terms of the transaction, and (ii) the documents evidencing the
transaction. Lender may withhold or condition its consent in its sole and
absolute discretion. All proceeds of any such transaction (whether or not
consented to by Lender) shall be paid directly to Lender as Pledged Stock
Collateral hereunder, and if delivered to Pledgor, shall be received by Pledgor
in trust for Lender's benefit and immediately delivered to Lender in the exact
form delivered to Pledgor (with appropriate endorsements and instruments of
assignment in favor of Lender) to be held and applied as Pledged Stock
Collateral under this Agreement.
10. Authority of Lender. Lender shall have and be entitled to
exercise all such powers hereunder as are specifically delegated to Lender by
the terms hereof, together with such powers as are reasonably incidental
thereto. Lender may execute any of its duties hereunder by or through agents or
employees and shall be entitled to retain counsel and to act in reliance upon
the advice of such counsel (whether written or oral) concerning all matters
pertaining to its duties hereunder. Neither Lender, nor any director, officer or
employee of Lender, shall be liable for any action taken or omitted to be taken
by it or them hereunder in connection herewith, except for its or their own
negligence or willful misconduct. After an Event of Default hereunder the
Pledgor shall be liable to reimburse Lender, on demand, for all expenses
incurred by Lender in connection with the administration and enforcement of this
Pledge Agreement and agrees to indemnify and hold harmless Lender against any
and all liability incurred by Lender hereunder or in connection herewith, unless
such liability shall be due to willful misconduct on the part of Lender.
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11. Lender Appointed Attorney-in-Fact. The Pledgor hereby
appoints Lender as the Pledgor's attorney-in-fact upon the occurrence of any
Event of Default hereunder, taking any action and executing any instrument which
Lender may deem necessary or advisable to accomplish the purposes hereof, which
appointment is irrevocable and coupled with an interest. Without limiting the
generality of the foregoing, upon an Event of Default hereunder, Lender shall
have the right and power to receive, endorse and collect all checks and other
orders for the payment of money made payable to the Pledgor representing any
dividend, interest payment or other distribution payable or distributable after
the occurrence of any Event of Default in respect of the Pledged Stock
Collateral or any part thereof and to settle or compromise any claims relating
thereto and to give full discharge for the same.
12. Representations, Warranties and Covenants of Pledgor.
Pledgor represents and warrants to Lender, and covenants with Lender that:
(a) The Pledged Stock Collateral has been duly authorized,
validly issued and is fully paid and non-assessable, and Pledgor has owned the
Pledged Securities since at least January 1, 1993, currently owns the Pledged
Securities and will continue to own the Pledged Stock Collateral, absolutely,
free and clear of any proxies, voting trusts, liens, encumbrances or adverse
claims whatsoever, except for the first priority lien granted to Lender under
this Agreement, and there are no restrictions upon the voting rights or upon the
transfer of the Pledged Securities other than as may appear on the certificates
evidencing the Pledged Securities and as set forth herein.
(b) The Pledgor has good right and lawful authority to pledge,
mortgage, assign, transfer, deliver, deposit, set over and confirm unto Lender
the Pledged Stock Collateral as provided herein and will warrant and defend the
title thereto, and the lien thereon, conveyed to Lender by this Agreement
against all claims of all persons and will maintain and preserve such lien.
(c) This Agreement, and all agreements and documents executed by
Pledgor relating hereto, are the valid and binding obligations of Pledgor,
enforceable in accordance with their terms, and the execution, delivery and
performance hereof and thereof does not violate or conflict with any contract,
agreement, understanding, judgment, order or writ applicable to Pledgor or the
Pledged Securities.
13. No Waiver; Cumulative Remedies. No failure on the part of
Lender to exercise, and no delay in exercising any right, power, privilege or
remedy hereunder, shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power, privilege or remedy of Lender
preclude any other or further exercise thereof or the exercise of any other
right, power, privilege or remedy. All remedies hereunder are cumulative and are
not exclusive of any other remedies provided herein or by law.
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14. Termination. This Agreement shall terminate when all
Obligations secured hereby have been fully paid and performed, at which time
Lender shall reassign and redeliver (or cause to be reassigned and redelivered)
to the Pledgor, or to such person or persons as the Pledgor shall designate,
such of the Pledged Stock Collateral (if any) as shall not have been sold or
otherwise applied by Lender pursuant to the terms hereof and shall still be held
hereunder, together with appropriate instruments of reassignment and release.
Any such reassignment shall be without recourse against or express or implied
representation or warranty by Lender.
15. Assignment. Lender may assign, participate or transfer
any instrument evidencing all or any part of the Obligations as provided in, and
in accordance with, the terms of the Loan Documents, and the holder of such
instruments shall nevertheless be entitled to the benefits of this Agreement.
16. Miscellaneous.
(a) This Agreement shall be binding upon Pledgor and his assigns,
and shall inure to the benefit of, and be enforceable by, Lender and its
successors and assigns. None of the terms or provisions of this Agreement may be
waived, altered, modified or amended, except in writing duly signed by Lender
and Pledgor.
(b) The Pledgor will do all such acts, and will furnish to Lender
all such financing statements, certificates, opinions and other documents, and
will do or cause to be done all such other things, as Lender may reasonably
request from time to time in order to give full effect to this Agreement and to
secure the rights of Lender hereunder.
(c) The use of any gender herein shall include all genders. The
singular shall include the plural and vice versa.
(d) The section titles contained in this Agreement are and shall
be without substantive meaning or content of any kind whatsoever.
17. Notices. All notices, demands and other communications
required or which may be given or served upon Pledgor or Lender shall be given
in the manner provided therefor in the Amended and Restated Revolving Credit
Agreement, except
if to Pledgor, at:
JMD Delaware, Inc., as Trustee for the Xxxxx Xxxxxx Holding
Company Trust
Carnival Place
0000 X.X. 00xx Xxxxxx
Xxxxx, Xxxxxxx 00000-0000
with a copy to:
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Xxxxxxx Xxxxx, Esq.
Legal Department
Carnival Place
0000 X.X. 00xx Xxxxxx
Xxxxx, Xxxxxxx 00000-0000
18. Waiver of Jury Trial. UNLESS OTHERWISE REQUIRED BY LAW,
NEITHER THE PLEDGOR NOR Lender SHALL SEEK A JURY TRIAL ON ANY LAWSUIT,
PROCEEDING, OR COUNTERCLAIM BASED UPON, OR ARISING OUT OF THIS GUARANTEE, OR THE
RELATIONSHIP BETWEEN THE PLEDGOR AND LENDER. IF THE SUBJECT MATTER OF ANY SUCH
LAWSUIT IS ONE IN WHICH THE WAIVER OF A JURY TRIAL IS PROHIBITED, NEITHER THE
PLEDGOR NOR LENDER SHALL PRESENT AS A COUNTERCLAIM IN SUCH A LAWSUIT, ANY CLAIM
ARISING OUT OF THIS GUARANTEE. FURTHERMORE, NEITHER THE PLEDGOR NOR LENDER SHALL
SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH
ANY SUCH ACTION IN WHICH A JURY TRIAL CANNOT BE WAIVED.
19. Governing Law. In all respects, including all matters of
construction, validity and performance, this Agreement and the obligations
arising hereunder shall be governed by, and construed in accordance with, the
laws of the State of Florida (exclusive of its choice-of-law principles)
applicable to contracts made and performed in such state, and any applicable
laws of the United States of America. Pledgor consents to personal jurisdiction
before the Circuit Court in and for Dade County, Florida and any United States
District Court sitting in Dade County, Florida. Pledgor waives any objection
which it may now or hereafter have to the laying of venue in Dade County,
Florida of any suit, action or proceeding arising out of or relating to this
Agreement or the obligations created hereunder and further waives any claim that
Dade County, Florida is not a convenient forum of any such suit, action or
proceeding. Service of process on Pledgor in any action arising out of or
relating to this Agreement shall be effective if mailed to Pledgor at Carnival
Place, 0000 X.X. 00xx Xxxxxx, Xxxxx, Xxxxxxx 00000-0000.
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IN WITNESS WHEREOF, the parties have entered into this Stock
Pledge Agreement the date first above written and Pledgor's signature below has
been duly acknowledged by an authorized notary public.
XXXXXXX BANK, N.A.
By
----------------------------------------
Name:
Title:
JMD DELAWARE, INC. AS TRUSTEE FOR THE
XXXXX XXXXXX HOLDINGS TRUST
By
----------------------------------------
Name:
Title:
STATE OF NEW YORK )
)ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this
-------
day of December 1996, by , as on behalf of JMD
-------------- ----------
Delaware, Inc., as Trustee for the Xxxxx Xxxxxx Holdings Trust, who is
personally known by me or presented as identification and
-------------------
who did (did not) take an oath.
-------------------------------------
NOTARY PUBLIC
Print Name
--------------------------
My commission expires:
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