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Exhibit 10.20
PLEDGE AND SECURITY AGREEMENT
THIS PLEDGE AND SECURITY AGREEMENT (the "Agreement") is entered into as
of October 21, 1998, between Caminus Energy Ventures LLC, a Delaware limited
liability company ("CEV"), and Xxxxx Xxxxxx ("Pledgor") as an inducement to CEV
to accept from the Pledgor his Secured Recourse Promissory Note to CEV in the
original principal amount indicated on the signature page hereto (the "Note").
The Note is being issued by the Pledgor to obtain funds to purchase from CEV a
Series A Membership Interest in CEV pursuant to the Subscription Agreement (the
"Subscription Agreement") dated as of even date herewith between CEV and
Pledgor.
1. Pledge. As collateral security for the due payment of the
Note and the other obligations of Pledgor hereunder, Pledgor hereby pledges,
transfers and assigns to CEV and grants CEV a security interest in all
interests in the equity, profits and/or ownership of the business of CEV now or
at any time hereafter held by Pledgor (collectively, his "Equity Interest"),
including and together with any liquidating dividends and distributions in
connection with any reorganization or recapitalization of CEV, which Pledgor may
hereafter become entitled to receive with respect to his Equity Interest.
2. Voting Powers. Pledgor shall retain and be entitled to
exercise all voting powers pertaining to his Equity Interest or any part
thereof.
3. Dividends. Except for distributions identified by the
Management Committee of CEV as "tax distributions" (which distributions may be
retained by Pledgor free and clear of this Agreement), all payments of cash or
cash equivalents (by way of dividend, distribution, proceeds from sale or
otherwise, but excluding compensation for services rendered) that Pledgor
becomes entitled to receive on or with respect to the Equity Interest shall be
paid or made to, and retained by, CEV, subject to the pledge created under this
Agreement. To the extent that Pledgor receives any property subject to such
pledge, he shall immediately surrender it to CEV.
4. Rights and Remedies.
(a) In the event of occurrence of any Event of Default
(as defined in the Note) CEV may, at its sold option, within the longer of (i)
sixty (60) days after such Event of Default and (ii) thirty (30) days after the
determination of Fair Market Value (as hereinafter defined) of the Equity
Interest, upon ten (10) days' written notice to Pledgor, but without any other
demand or notice whatsoever, transfer the Equity Interest to CEV, such Equity
Interest to be so transferred at the Fair Market Value thereof to the extent
required to pay the remaining unpaid balance of principal, interest and other
obligations hereunder and under the Note, such transfer to be free and clear of
any right or equity of redemption, which right or equity is hereby expressly
waived and released. If the Fair Market Value of the Equity Interest
transferred is less than the full amount of remaining unpaid principal,
interest and other obligations hereunder and under the Note, Pledgor shall
remain liable for the remaining amount due and shall pay such amount to CEV
immediately. The right of CEV
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provided in this paragraph is in addition to, and not in lieu of, all other
rights that CEV may have as a secured party at law or otherwise.
(b) In the event shares of the Equity Interest are transferred
pursuant to paragraph (a) above in payment of liabilities of Pledgor under the
Note and hereunder for principal, interest and other obligations under the Note
and hereunder, such transfer shall be applied first to liabilities for interest,
then to other obligations under the Note and hereunder, and then to the
liability for principal.
(c) The Fair Market Value of each share of Equity Interest shall be
determined by the Management Committee of CEV, which determination shall be
promptly reported in writing to Pledgor.
5. Miscellaneous
(a) This writing (together with the agreements referred to herein)
constitutes the entire agreement of the parties with respect to the subject
matter hereof and may not be modified or amended except by a written agreement
by CEV and Pledgor.
(b) This Agreement shall be binding upon and inure to the benefit of
CEV, its successors and assigns, and Pledgor and his respective heirs, personal
representatives, successors and assigns.
(c) If any provision of this Agreement shall be invalid or
unenforceable, such invalidity or unenforceability shall attach only to such
provision and shall not in any manner affect or render invalid or unenforceable
any other severable provision of this Agreement, and this Agreement shall be
carried out as if any such invalid or unenforceable provision were not contained
herein.
(d) Each party hereto shall cooperate and shall take such further
action and shall execute and deliver such further documents as may be reasonably
requested by any other party in order to carry out the provisions and purposes
of this Agreement.
(e) This Agreement shall be deemed to be a contract under the laws of
the State of California and for all purposes shall be construed and enforced in
accordance with the internal laws of said state without regard to the principles
of conflicts of law.
(f) Should either party be required to commence any litigation
concerning any provision of this Agreement or the rights and duties of the
parties hereunder, the prevailing party in such proceeding shall be entitled, in
addition to such other relief as may be granted, to the attorneys' fees and
court costs incurred by reason of such litigation.
(g) The rights, powers and remedies of CEV under this Agreement shall
be in addition to all rights, powers and remedies available to CEV by virtue of
any statute or rule of law, and all other agreements between CEV and Pledgor,
all of which rights, powers and remedies shall be cumulative and may be
exercised successively or concurrently without impairing CEV's security interest
described herein.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
October 21, 1998.
CAMINUS ENERGY VENTURES LLC
BY /s/XXXXXXX XXXXXXX
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Its MEMBER, MANAGEMENT COMMITTEE
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PLEDGOR
/s/ XXXXX XXXXXX
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Xxxxx Xxxxxx
Original Principal Amount of Note:
$1,000,000.00
