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Exhibit 10.53
EXCHANGE AGREEMENT
This Exchange Agreement (this "Agreement"), dated as of January 21,
2000, by and among OCM Caminus Investment, Inc., a Delaware corporation ("OCM
Investment") and Caminus Corporation, a Delaware corporation ("Caminus
Corporation").
WHEREAS, OCM Investment is a member of Caminus LLC, a Delaware limited
liability company ("Caminus LLC"), and holds approximately 40% of its membership
interests;
WHEREAS, Caminus LLC intends to enter into a transaction whereby the
legal status of Caminus LLC will be reorganized from a limited liability company
into a subchapter C corporation through a merger of Caminus LLC with and into
Caminus Corporation, and all of the membership interests in Caminus LLC will be
converted into common stock of Caminus Corporation (the "Reorganization");
WHEREAS, immediately prior to the Reorganization, OCM Investment wishes
to transfer all of its assets, consisting solely of membership interests in
Caminus LLC, to Caminus Corporation solely in exchange for common stock of
Caminus Corporation (the "Exchange") in a transaction intended to qualify as a
"reorganization" within the meaning of Section 368(a)(1)(C) of the Internal
Revenue Code of 1986, as amended (the "Code"), and Caminus Corporation desires
to effect such Exchange;
NOW, THEREFORE, in consideration of the mutual covenants set forth, the
parties hereto agree as follows:
1. The Exchange
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(a) Immediately prior to the Reorganization, OCM Investment
shall transfer to Caminus Corporation all of OCM Investment's
membership interests in Caminus LLC, its sole asset, in exchange for
common stock of Caminus Corporation (the "Shares"). Each share of
membership interest in Caminus LLC will be exchanged for 0.095238 of
one share of Caminus Corporation common stock.
(b) The parties hereto acknowledge that this Agreement is part
of a plan of reorganization, which reorganization is intended to
qualify as a "reorganization" within the meaning of Code Section
368(a)(1)(C).
(c) Although the Exchange is scheduled to occur immediately
prior to the Reorganization, the Exchange shall be deemed not to have
occurred, and the closing of the Exchange shall be rescinded, if the
Reorganization is not consummated immediately after the Exchange.
(d) Immediately after receipt of the Shares, OCM Investment
shall liquidate its assets and in connection with such liquidation,
distribute the Shares to its sole shareholder, OCM Principal
Opportunities Fund, L.P.
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2. Representations
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(a) OCM Investment is an "accredited investor" as defined in
Rule 501(a) under the Securities Act.
(b) OCM Investment and Caminus Corporation each has full power
and authority to enter into and to perform this Agreement in accordance
with its terms.
(c) OCM Investment had carefully reviewed the representations
made by Caminus Corporation contained in this Agreement and has made
detailed inquiry concerning the Company, its business and its
personnel; the officers of Caminus Corporation have made available to
OCM Investment any and all written information requested by OCM
Investment and have answered to OCM Investment's satisfaction all
inquiries made by it; and OCM Investment has sufficient knowledge and
experience in finance and business such that it is capable of
evaluating the risks and merits of its investment in Caminus
Corporation, and OCM Investment is able financially to bear the risks
thereof.
3. Miscellaneous
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(a) This Agreement may be terminated by any party prior to the
consummation of the Exchange.
(b) This Agreement may be amended, supplemented or modified
with the consent of each party hereto.
(c) This Agreement shall be governed by the laws of the state
of Delaware.
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IN WITNESS WHEREOF, the parties to this Agreement have duly executed
this Agreement as of the date first written above.
OCM CAMINUS INVESTMENT, INC.
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Vice President
By: /s/ B. Xxxxx Xxxx
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Name: B. Xxxxx Xxxx
Title: Vice President
CAMINUS CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: CFO
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