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Exhibit 10(k)
MANAGEMENT STOCK PLEDGE AGREEMENT
Date: As of May 24, 1999
ARTHUR L. CAHOON (the "Debtor") and MOBILE AMERICA CORPORATION, a Florida
corporation (the "Secured Party"), agree as follows:
1. SECURITY INTEREST. In consideration of a loan to the Debtor from the
Secured Party to enable the Debtor to purchase shares of the Secured
Party's Common Stock, the Debtor hereby pledges to the Secured Party
and gives the Secured Party a continuing and unconditional security
interest (the "Security Interest") in the following described property
and in all increases and profits therefrom, in all substitutions
therefor and in all proceeds thereof in any form (the "Collateral"):
50,000 shares of Common Stock of Mobile America Corporation purchased
from the issuer in a private offering. The Debtor has deposited with,
and the Secured Party hereby acknowledges receipt of, stock
certificates for the Collateral, together with stock powers endorsed in
blank by the Debtor.
2. INDEBTEDNESS SECURED. This Agreement and the Security Interest created
by it secure payment of all obligations of any kind owing by the Debtor
to the Secured Party (the "Indebtedness") pursuant to a Promissory Note
of even date herewith executed pursuant thereto by the Debtor in favor
of the Secured Party (the "Note"). The Note, this Agreement and any
other documents executed in connection therewith are referred to
collectively as the "Transaction Documents."
3. WARRANTIES OF DEBTOR. Debtor represents and warrants and, so long as
the Indebtedness remains unpaid, shall be deemed continuously to
represent and warrant that (a) each item constituting Collateral is
genuine and in all respects what it purports to be; (b) Debtor is the
owner of the Collateral free of all security interests or other
encumbrances except the Security Interest; and (c) Debtor is authorized
to enter into this Security Agreement.
4. IRREVOCABLE PROXY. The Debtor irrevocably constitutes and appoints the
Secured Party, as the Debtor's Proxy with full power to (a) attend all
meetings of shareholders of the issuer of the Collateral (the
"Company") held after the date of this Agreement and to vote the
Collateral at those meetings in such manner as the Secured Party shall
in its sole discretion deem appropriate; (b) to consent in the sole
discretion of the Secured Party to any action by or concerning the
Company for which the consent of the shareholders of the Company is or
may be necessary or appropriate; and (c) without limitation to do all
things which the Debtor could do as a shareholder of the Company,
giving to the Secured Party full power of substitution and revocation.
Notwithstanding the foregoing, the Debtor alone shall have the rights
under this paragraph and the Secured Party may not exercise those
rights so long as no Event of Default has occurred. The proxy contained
in this paragraph shall terminate when this Security Agreement
terminates as provided in Paragraph 10. The Debtor hereby revokes all
proxies heretofore given to any person or persons and agrees not to
give any other proxies in derogation of this proxy so long as this
Security Agreement is in force.
5. COVENANTS OF DEBTOR. So long as this Agreement has not been terminated
as provided in Paragraph 10, the Debtor (a) will defend the Collateral
against the claims of all persons; (b) will keep the Collateral free
from all security interests or other encumbrances except the Security
Interest; (c) will not assign, sell, transfer, deliver or otherwise
dispose of the Collateral or any interest therein or attempt to do the
same without the prior written consent of the Secured Party; (d) will
notify the Secured Party promptly in writing of any change in the
Debtor's address, name or identity specified above; and (e) will pay
taxes, assessments and other charges of every nature which may be
levied or assessed against the Collateral.
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6. INCOME AND COLLATERAL. Any cash dividends paid by the Company with
respect to the Collateral shall be automatically credited against
amounts then due under the Indebtedness, but any dividends in excess of
amounts then due under the Indebtedness shall be paid to the Debtor and
shall not be applied to prepay the Indebtedness unless the Debtor
directs otherwise.
7. INCREASES, PROFITS OR DISTRIBUTIONS.
a) Whether or not an Event of Default has occurred, the Debtor
authorizes the Secured Party (i) to receive any increase in or stock
dividends on the Collateral (other than cash dividends) and any
distribution upon the dissolution and liquidation of the issuer of any
Collateral; (ii) to surrender such Collateral or any part thereof in
exchange therefor; and (iii) to hold the receipt from any such
distribution or increase as part of the Collateral.
b) If the Debtor receives any such increase, profits or distribution,
the Debtor will deliver such receipts promptly to the Secured Party to
be held by the Secured Party as provided in this paragraph.
8. DEFAULT.
a) Any of the following events or conditions shall constitute an "Event
of Default" hereunder: (i) non-payment of any Indebtedness when due for
more than 15 days after notice of default, or failure by the Debtor to
perform any obligations under this Agreement or any other Transaction
Document after written notice of default and a reasonable opportunity
to cure; (ii) filing by the Debtor of a petition in bankruptcy or for
reorganization under any bankruptcy, reorganization, compromise
arrangement, insolvency, readjustment or debt dissolution, liquidation
or similar law of any jurisdiction; (iii) the making of a general
assignment by the Debtor for the benefit of creditors; or (iv) filing
against the Debtor of any petition in bankruptcy or for reorganization
or for the appointment of a receiver, trustee, custodian or similar
official for the Debtor or for any of the Debtor's assets as to which
the Debtor by any act indicates its approval therefor or consent or
acquiescence therein, or entry of an order approving such petition or
such appointment which remains unstayed and in effect for more than 30
days.
b) The Secured Party may declare all or any part of the Indebtedness to
be immediately due without notice upon the happening of any Event of
Default.
c) Upon the happening of any Event of Default, the Secured Party's
rights with respect to the Collateral shall be those of a secured party
under the Uniform Commercial Code and under any other applicable law
from time to time in effect. The Secured Party shall also have any
additional rights granted herein and any other agreement now or
hereafter in effect between the Debtor and the Secured Party. If
requested by the Secured Party, the Debtor will assemble the Collateral
and make it available to the Secured Party at a place to be designated
by the Secured Party.
d) The Debtor agrees that any notice by the Secured Party of the sale
or disposition of Collateral or any other intended action hereunder
whether required by the Uniform Commercial Code or otherwise, shall
constitute reasonable notice to the Debtor if the notice is mailed by
certified mail, postage prepaid, at least fifteen days before the
action to the Debtor's address as specified in this Agreement or to any
other address which the Debtor has specified in writing to the Secured
Party as the address to which notices shall be given to the Debtor.
e) The Debtor shall be liable only for one-third of any deficiency in
the event that disposition of the Collateral does not satisfy the
Indebtedness in full.
9. MISCELLANEOUS.
a) In the event of any litigation arising out of or relating to this
Agreement, the prevailing party shall be entitled to reasonable
attorney's fees and expenses from the losing party, whether incurred
before or at trial, on appeal or in insolvency proceedings.
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b) The Debtor appoints the Secured Party as the Debtor's
attorney-in-fact to perform all acts which the Secured Party deems
appropriate to perfect and continue the Security Interest, to protect
and preserve the Collateral and to indorse and transfer all or any part
of the Collateral.
c) Upon the Debtor's failure to perform any of its duties hereunder,
the Secured Party may, but it shall not be obligated to, perform any of
such duties and the Debtor shall forthwith upon demand reimburse the
Secured Party for any expense incurred by the Secured Party in so
doing.
d) No delay or omission by the Secured Party in exercising any right
hereunder or with respect to any Indebtedness shall operate as a waiver
of that or any other right and no single right, and no single or
partial exercise of any right shall preclude the Secured Party from any
other or further exercise of that right or the exercise of any other
right or remedy. The Secured Party may cure any default by the Debtor
in any reasonable manner without waiving the default so cured and
without waiving any other prior or subsequent default by the Debtor.
All rights and remedies of the Secured Party under this Agreement and
under the Uniform Commercial Code shall be deemed cumulative.
e) The terms "Secured Party" and "Debtor" as used in this Agreement
include the heirs, personal representatives and successors or assigns
of those parties.
f) This Agreement may not be modified or amended nor shall any
provision of it be waived except by in writing signed by the Debtor and
by an authorized officer of the Secured Party.
g) This Agreement shall be construed under the Uniform Commercial Code
of Florida and any other applicable Florida laws in effect from time to
time.
h) This Agreement is a continuing agreement which shall remain in force
until all the Indebtedness shall be paid in full.
10. WAIVER. The Debtor hereby waives any rights Debtor may have to notice
and a hearing before possession or sale of collateral is effected by
Secured Party by self-help, repletion, attachment or otherwise.
/s/ Arthur L. Cahoon
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ARTHUR L. CAHOON
Debtor
MOBILE AMERICA CORPORATION
By
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Its:
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Secured Party
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