EXHIBIT 20
STOCK PLEDGE AGREEMENT
This STOCK PLEDGE AGREEMENT is made and entered into as
of August 22, 1995, by and between XXXXXXX BANK OF SOUTH FLORIDA,
N.A., a national banking association (the "Bank"), and XXXXX XXXXXX
("Pledgor").
WITNESSETH:
WHEREAS, Pledgor is the owner of 400,000 shares (the
"Pledged Securities") of the common stock of Carnival Corporation,
a Panamanian corporation ("Carnival Corporation"), represented by
stock certificates numbers 15344 and 15345, each representing
200,000 shares; and
WHEREAS, in order to secure the Limited Recourse
Guarantee of even date herewith given by Pledgor to Lender (the
"Guarantee") of obligations of Carnival Air Lines, Inc., a Florida
corporation ("CAL"), to Lender, Pledgor has agreed to pledge to
Lender as collateral all of the Pledged Securities;
NOW, THEREFORE, in consideration of the premises and of
the mutual covenants 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 Revolving Credit and Credit Agreement
of even date herewith 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 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
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(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 the Lender, its successors and assigns,
forever, subject, however, to the terms, covenants and conditions
hereinafter set forth.
(b) Lender shall release from the foregoing pledge and
terms of this Agreement, and return to Pledgor, 200,000 shares of
Carnival Corporation common stock after (i) the Tangible Net Worth
of CAL shall, as of the CAL fiscal year end immediately prior to
the date of such release, be not less than $6,500,000 (as disclosed
on CAL's balance sheet certified by CAL's independent certified
public accountants based on their audit of CAL), and (ii) the Debt
Service Coverage of CAL for each of the four consecutive fiscal
quarters prior to such fiscal year end shall be not less than
three.
(c) The remaining shares of Carnival Corporation common
stock shall be so released after (i) the Tangible Net Worth of CAL
shall, as of June 30, 1997 or as of a later fiscal year end
immediately prior to the date of such release, shall not be less
than $11,500,000 (as disclosed and certified as in (b) above), and
the Debt Service Coverage of CAL for each of the four consecutive
fiscal quarters prior to June 30, 1997 or such later fiscal year
end shall not be less than three.
(d) In the event that 200,000 shares have been released
in accordance with (b) above and the Tangible Net Worth of CAL
shall thereafter remain below $6,500,000 for any period of 90
consecutive days, Pledgor agrees, immediately upon demand by
Lender, to repledge and deliver to Lender as Pledged Securities
subject to and in accordance with all of the terms and conditions
of this Agreement, 200,000 shares of Carnival Corporation common
stock (in addition to any shares required to be repledged pursuant
to (e) below).
(e) In the event that the remaining shares of Carnival
Corporation have been released in accordance with (c) above and the
Tangible Net Worth of CAL shall thereafter remain below $11,500,000
for any period of 90 consecutive days, Pledgor agrees, immediately
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upon demand by Lender, to repledge and deliver to Lender as Pledged
Securities subject to and in accordance with all of the terms and
conditions of this Agreement, 200,000 shares of Carnival
Corporation common stock (in addition to any shares required to be
repledged pursuant to (d) above).
(f) Notwithstanding anything herein to the contrary, (x)
in the event that, prior to the occurrence of the events described
in (b)(i) and (ii) above, the aggregate market value of the Pledged
Securities shall be less than $7,500,000 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 market value of the Pledged Securities shall be not less
than $7,500,000, and (y) in the event that, prior to the occurrence
of the events described in (c)(i) and (ii) above, the aggregate
market value of the Pledged Securities shall be less than
$3,750,000 for any period of ten consecutive trading days, then
Pledgor agrees, immediately upon demand by Lender, to pledge and
deliver to Lender as such Pledged Securities, such additional
number of shares of Carnival Corporation common stock so that the
aggregate market value of the Pledged Securities shall not be less
than $3,750,000.
3. Transfer of Certificates. The original certificates
representing all Pledged Stock Collateral shall be held by the
Lender. The Pledgor shall deliver to the 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 the Lender. The Lender may, upon delivery of the
appropriate Pledged Stock Collateral to Carnival Corporation or its
agent (or other issuer thereof), exchange the certificates repre-
senting 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
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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 the Lender or its assigns and shall
forthwith be delivered to the Lender (accompanied by
proper instruments of assignment and/or stock and/or bond
powers executed by Pledgor in accordance with the
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) The 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 he is entitled to 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 he is entitled to
exercise pursuant to Section 4(a)(i) hereof and/or to receive the
dividends and interest payments which he is authorized to receive
and retain pursuant to Section 4 (a)(ii) hereof shall cease, and
all such rights shall thereupon become vested in the 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
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or received by the 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, the 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 Credit Agreement or any other Loan Document or (iii) upon the
occurrence of any event of default under the 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, the
Lender may:
(a) apply the cash (if any) then held by it as col-
lateral 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
Guarantee, the 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 the 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 the 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 board or on any securities exchange, for cash, upon credit
or for future delivery, as the Lender shall deem appropriate. The
Lender shall be authorized at any such sale (if it deems it advis-
able 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 the 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
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claims or rights of Pledgor. Further, it shall be deemed
commercially reasonable for the 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 he now has or may at any time in the
future have under any rule of law or statute now existing or
hereafter enacted. The Lender shall give the Pledgor at least 10
days' written notice in the manner specified for notices under this
Agreement of the 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 the 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 the Lender may (in its sole and absolute discretion) determine.
The 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. The 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 re-
tained by the Lender until the sale price is paid by the purchaser
or purchasers thereof, but neither the Lender nor any other holder
of the Note or the assignee of any of the 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, the 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 the
Lender it is advisable, to have such Pledged Securities registered
under the provisions of the Act, Pledgor agrees, at Pledgor's own
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expense, to execute and deliver and use Pledgor's best efforts to
cause Carnival Corporation (and the directors and 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,
he will not sell any other securities of Carnival Corporation which
he 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 the Lender as follows:
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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.
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 the 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 the 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 the Lender
to Carnival Air Lines, Inc. under the Loan Documents or under any
other agreement, note, document or instrument note or at any time
or times hereafter executed by Carnival Air Lines, Inc. and
delivered to the 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 the 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. The Lender shall have and be
entitled to exercise all such powers hereunder as are specifically
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delegated to the Lender by the terms hereof, together with such
powers as are reasonably incidental thereto. The 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
the Lender, nor any director, officer or employee of the 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 the Lender, on
demand, for all expenses incurred by the Lender in connection with
the administration and enforcement of this Pledge Agreement and
agrees to indemnify and hold harmless the Lender against any and
all liability incurred by the Lender hereunder or in connection
herewith, unless such liability shall be due to willful misconduct
on the part of the Lender.
11. Lender Appointed Attorney-in-Fact. The Pledgor
hereby appoints the 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 the 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,
the 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 author-
ized, validly issued and is fully paid and non-assessable, and
Pledgor 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 the Lender the Pledged Stock Collateral as provided
herein and will warrant and defend the title thereto, and the lien
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thereon, conveyed to the 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 the 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 the 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.
14. Termination. This Pledge Agreement shall terminate
when all Obligations secured hereby have been fully paid and
performed, at which time the 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 the Lender pursuant to the terms hereof and
shall still be held hereunder, together with appropriate instru-
ments of reassignment and release. Any such reassignment shall be
without recourse against or express or implied representation or
warranty by the 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
heirs and personal representatives, 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 the Lender all such financing statements, certificates, opinions
and other documents, and will do or cause to be done all such other
things, as the Lender may reasonably request from time to time in
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order to give full effect to this Agreement and to secure the
rights of the 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 communica-
tions required or which may be given or served upon Pledgor or
Lender shall be given in the manner provided therefor in the Credit
Agreement, except
if to Pledgor, at:
Xxxxx Xxxxxx
Carnival Place
0000 X.X. 00xx Xxxxxx
Xxxxx, Xxxxxxx 00000-0000
with a copy to:
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 THE 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 of any United States District Court sitting in Dade County,
Florida. Pledgor waives any objection which he may now or
hereafter have to the laying of venue in Dade County, Florida of
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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.
IN WITNESS WHEREOF, the parties have entered into this
Pledge Agreement the date first above written and Pledgor's
signature below has been duly acknowledged by an authorized notary
public.
XXXXXXX BANK OF SOUTH FLORIDA, N.A.
By /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
/s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
STATE OF FLORIDA )
) ss.:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this
____nd day of August 1995, by XXXXX XXXXXX, who is personally known
to me _______________________ and who did (did not) take an oath.
/s/ Xxxxx Xxxxxxxx
NOTARY PUBLIC
Print Name: Xxxxx Xxxxxxxx
My commission expires:
Page 46 of 50
