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EXHIBIT 10.17
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MORTGAGE OF STOCKS AND SHARES etc
AS SCHEDULED TO SECURE OWN
LIABILITIES
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by
CAMINUS LIMITED
in favour of
FLEET BANK, N.A.
PINSET--▇▇▇▇▇▇
GPT
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This Mortgage is made on the 23rd day of June 1999
To: FLEET BANK, N.A. ("the Bank")
1. CAMINUS LIMITED of ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ("the
Company") has deposited or will deposit with the Bank the securities
mentioned in the Schedule hereto and as beneficial owner(s) hereby charges
them to the Bank together with any substituted securities as a continuing
security for the payment on demand (made at any time after the same shall
have become due or otherwise payable on demand) of the Secured Liabilities
(as hereinafter defined).
This mortgage shall affect and the securities subject hereto shall include
in addition to the securities mentioned in the Schedule hereto any
securities substituted thereof and all dividends or interest paid or
payable after the date hereof on any such securities and all stocks shares
(and the dividends or interest thereon) rights moneys or property accruing
or offered at any time by way of redemption bonus preference option
consolidation sub-division or otherwise to or in respect of any securities
subject hereto.
2. If the Company makes default in paying to the Bank on demand any money or
liability hereby secured the Bank may without further notice sell or
dispose of any securities subject to this mortgage or any part thereof or
any substituted securities in such manner and for such consideration
(whether payable or deliverable immediately or by instalments) as the Bank
may think fit and the Bank may apply the proceeds of sale in or towards
discharge of the costs incurred therein and of the Secured Liabilities and
the residue, if any, shall be paid to the Company or to its order.
3. Any dividends interest or other payments which are now or at any time
hereafter may be received or receivable by the Bank in respect of any
securities for the time being subject hereto may be applied by the Bank as
though they were proceeds of sale hereunder notwithstanding that the power
of sale may not have arisen.
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4. The Company undertakes from time to time to execute and sign all transfers
withdrawals powers of attorney and other documents which the Bank may
require for perfecting its title to any securities for the time being
subject hereto or for vesting and enabling the Bank to vest the same in its
name or in the name of its nominees or in any Purchaser and not to do or
suffer anything whereby any entitlement of the Bank under any of the
provisions hereof may be impeded or its exercise delayed.
5. The Company hereby irrevocably appoints the Bank and any person nominated
by the Bank for the purpose of its attorney in its name and on its behalf
at any time after the Bank shall have demanded payment of any money or
liability hereby secured to demand ▇▇▇ for receive and give an effectual
discharge for or in connection with any securities for the time being
subject hereto and to sign seal and deliver and otherwise perfect any
transfer withdrawal deed assurance notice request or act which may be
required or may be deemed proper on or in connection with any sale
disposition, withdrawal, realisation or getting in by the Bank of any
securities for the time being subject hereto under any power applicable
thereto and the Company irrevocably acknowledges and agrees that the said
power of attorney is given to the Bank to secure the Company's obligations
hereunder.
6. The Company declares that the Bank shall not be under any obligation to
take any steps in connection with or incidental to any claim or right which
the Company may for the time being have in relation to any securities for
the time being subject hereto and that the Bank shall be under no liability
by reason of its having abstained from taking any such steps.
7. The Company will during the continuance of this mortgage pay all calls and
other payments due in respect of any securities for the time being subject
hereto and in the event of default the Bank may if the Bank think fit make
such payments on its behalf. Any sums so paid by the Bank shall be
repayable by the Company on demand together with interest at the rate of
four per cent above the Bank's Base Rate for the time being in force or at
the rate payable by the Company (whichever is the higher) compounded with
rests on such days in each year as the Bank shall from time to time fix
from the date of payment by the Bank and pending such repayment shall be a
charge on the securities for the time being subject hereto.
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8. The Company will not cause or permit Caminus Energy Limited to (i) increase
its authorised share capital or (ii) issue any additional shares or capital
stock subject hereto without the Bank's prior consent in writing and that
any such consent or consents shall not be deemed to be a waiver of this
mortgage or of any provision hereof.
9. The restriction on the right of consolidating mortgage securities contained
in Section 93 of the Law of Property Act 1925 shall not apply to this
mortgage.
10. The Company hereby acknowledges that so long as this mortgage is subsisting
we are not at liberty to make any transfer withdrawal nomination or other
disposition of any securities for the time being subject hereto without the
Bank's prior consent in writing and that any such consent or consents shall
not be deemed to be a waiver of this mortgage or of any of the provisions
hereof as regards the balance of any securities for the time being subject
hereto following such transfer, withdrawal, nomination or other
disposition.
11. The Bank or its nominees may exercise at its or their discretion (in the
Company's name or otherwise at any time whether before or after any demand
for payment hereunder and without any further consent or authority on the
Company's part) in respect of any securities subject hereto any voting
rights and all powers given to trustees by section 10(3) and (4) of the
Trustee Act 1925 (as amended by the Trustee Investments Act 1961) in
respect of securities or property subject to a trust and any powers or
rights which may be exercised by the person or persons in whose name(s) the
securities are registered under the terms thereof or otherwise.
12. Without prejudice to the rights and obligations hereby created, any
securities, dividends interest or other money hereby charged which may be
received by the Company after the power of sale hereunder has arisen shall
be held in trust for the Bank and transferred or paid to it on demand.
13. This mortgage is in addition to any guarantee or other security now or
hereafter held by the Bank.
14. Any notice or demand by the Bank hereunder shall be deemed to have been
sufficiently given if sent by prepaid first class letter post to the
address stated herein or to the Company's registered office and shall be
deemed to have been served upon the addressee at 10.00 a.m. the next
succeeding day (or if the next succeeding day be a Sunday or any other day
upon which no
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delivery of letters is made at 10.00 a.m. on the next succeeding day on
which a delivery of post is made) and in any other case shall be deemed to
have been served on the addressee upon expiry of forty-eight hours from the
time of posting of the same and the aforesaid shall in the service of legal
proceedings be deemed to constitute good service.
15. Each of the provisions of this mortgage shall be severable and distinct
from one another and if at any time any more of such provisions is or
becomes invalid illegal or unenforceable the validity legality and
enforceability of the remaining provisions hereof shall not in any way be
affected or impaired thereby.
16. In this mortgage:
(a) where the context admits the expression "the Bank" shall include its
successors in title and/or assigns.
(b) unless the context requires otherwise:
(i) the singular shall include the plural and vice versa and
(ii) the expression "this mortgage" shall mean and extend to every
separate and independent stipulation contained herein and
(iii) the expression "Secured Liabilities" shall mean all or any
monies and liabilities which will for the time being (and
whether on or at any time after demand) be due, owing or
incurred in whatsoever manner to the Bank by the Company,
whether actually or contingently, solely or jointly and
whether as principal or surety and whether or not the Bank
shall have been an original party to the relevant
transaction, and including interest discount, commission and
other lawful charges or expenses which the Bank may in the
course of its business charge or incur in respect of any of
those matters or for keeping the account of the Company, and
so that interest shall be computed and compounded according
to the usual rates and practice as well after as before any
demand made or judgment obtained under this mortgage and
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(iv) any liberty or power which may be exercised or any determination
which may be made hereunder by the Bank may be exercised or made
in the absolute and unfettered discretion of the Bank which
shall not be under any obligation to give reasons therefor and
(v) references to any statutory provision shall be deemed to mean
and to include a reference to any modification or re-enactment
thereof for the time being in force and any analogous provision
or rule under any applicable law.
17. This Mortgage will be governed and construed according to English Law and
the parties hereto submit to the non-exclusive jurisdiction of the English
Courts.
IN WITNESS whereof this mortgage consisting of this and the two preceding pages
are executed in the manner underwritten
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THE SCHEDULE
Company Name Class of Shares Nominal Value Numbers of shares mortgaged
------------ --------------- ------------- ---------------------------
Caminus Energy Limited Ordinary Pound Sterling 1 65
Caminus Consultants Limited Ordinary Pound Sterling 1 65
ZAI NET Software Limited Ordinary Pound Sterling 1 1
EXECUTED as a deed by )
CAMINUS LIMITED acting by :- )
▇▇. ▇. ▇. ▇▇▇▇▇ Director /s/ ▇▇ ▇▇▇▇▇
▇▇▇. ▇. ▇. ▇▇▇▇▇▇▇▇▇▇ Secretary /s/ ▇▇ ▇▇▇▇▇▇▇▇▇▇
Accepted by FLEET BANK, N.A. by:
Name:
Title
Dated: