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EXHIBIT 10.36
AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT
This Amendment to that certain Limited Liability Company Agreement dated as
of May 12, 1998 (the "LLC Agreement") among Caminus LLC, a Delaware limited
liability company (the "Company"), and the members of the Company (the
"Members") is dated as of January 19, 2000. Capitalized terms used herein and
not otherwise defined herein shall have the respective meanings ascribed to such
terms in the LLC Agreement.
WHEREAS, the Company is effecting a reorganization (the "Reorganization")
pursuant to which the members of the Company will exchange their Membership
Interests in the Company for shares of common stock of a Delaware C-corporation
(the "Surviving Corporation");
WHEREAS, pursuant to Article IV of Appendix B to the LLC Agreement, the
Securityholders of the Company have been granted registration rights as provided
therein;
WHEREAS, the definition of "Securityholders" in Section 1.3(h) of Appendix
B to the LLC Agreement is limited to those Members of the Company who held
Membership Interests on the date of the LLC Agreement; and
WHEREAS; the Company and the Members desire that, after the closing of the
Initial Public Offering (as defined below), the registration rights contained in
Article IV of Appendix B to the LLC Agreement be extended to each Member that
holds shares of common stock of the Surviving Corporation immediately prior to
the effectiveness of the first registration statement registering shares of
common stock of the Surviving Corporation under the Securities Act of 1933, as
amended (the "Initial Public Offering").
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the Company and at least a Majority in Interest of the Members, representing all
of the parties necessary to amend the LLC Agreement as provided in Section
11.2.2 thereof, agree as follows:
1. Effective upon the closing of the Initial Public Offering, the
definition of "Securityholders" contained in Section 1.3(h) of Appendix B to the
LLC Agreement shall be deleted in its entirety and the following shall be
substituted in its place:
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"(h) 'Securityholders' means the holders of Securities as of the date
on which the Company's first registration statement registering
Securities under the Securities Act of 1933, as amended, is declared
effective by the Securities and Exchange Commission, as well as, in
accordance with the terms of the Agreement and this Appendix B, their
respective successors and assigns."
2. The LLC Agreement, as supplemented and modified by this Amendment,
together with the other writings referred to in the LLC Agreement or delivered
pursuant thereto which form a part thereof, contain the entire agreement between
the parties with respect to the subject matter thereof and amend, restate and
supersede all prior and contemporaneous arrangements or understandings with
respect thereto.
3. Upon the effectiveness of this Amendment, on and after the date
hereof, each reference in the LLC Agreement to "this Agreement," "the
Agreement," "hereunder," "hereof," "herein" or words of like import, and each
reference in the other documents entered into in connection with the Agreement,
shall mean and be a reference to the LLC Agreement, as amended hereby. Except as
specifically amended above, the LLC Agreement shall remain in full force and
effect and is hereby ratified and confirmed.
4. The existence, validity and construction of this Amendment shall be
governed by the laws of the State of Delaware.
5. This Amendment may be executed in any number of counterparts, and each
such counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.
IN WITNESS WHEREOF the parties hereto have executed this Amendment on the
date first above written.
CAMINUS LLC
By: /s/ Xxxx X. Xxxxxx
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Title: CFO
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OCM CAMINUS INVESTMENT, INC.
By: /s/ Xxxxxxxxxxx X. Brothers /s/ Xxxxxxx Xxxxx
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Its: VP/VP
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RIT CAPITAL PARTNERS PLC
By: /s/ Xxxxxxx X. Xxxxx
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Its: Authorized Signatory
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GFI TWO LLC
By: /s/ Xxxxxxxx X. Xxxxxx
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Its: President
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ZAK ASSOCIATES, INC.
By: Xxxxx X. Xxxxxxx
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Its: President
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Xxxxx X. Xxxxx
/s/ Xxxxx X. Xxxxx
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