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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) FEBRUARY 17, 1998
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NYLIFE STRUCTURED ASSET MANAGEMENT COMPANY LTD.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 33-43870 13-3641944
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
51 Madison Avenue, Room 1700, New York, New York 10010
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 576-6456
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ITEM 2 - DISPOSITION OF ASSETS
On February 17, 1998, NYLIFE Structured Asset Management Company Ltd. ("SAMCO")
sold to WestSec, Inc. ("WestSec") for $15,107,145, the security alarm monitoring
contracts and related assets which constituted the collateral securing SAMCO's
Series A Notes. The transaction was consummated pursuant to the Operational
Services Agreement dated November 15, 1991 between SAMCO and Westinghouse
Electric Corporation, as amended, and the Indenture dated as of July 15, 1992,
as supplemented, between SAMCO and United States Trust Company of New York, as
trustee. A portion of the proceeds of the sale were used to pay all outstanding
principal and accrued interest on the Series A Notes on February 17, 1998, the
maturity date of such Notes.
Concurrent with the sale, SAMCO and WestSec instructed The Chase Manhattan Bank
to reduce the letter of credit to $54,338,000 in accordance with its terms.
ITEM 7 - FINANCIAL STATEMENT, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
1. Accounts Purchase Agreement dated February 17, 1998 between
WestSec, Inc. and NYLIFE Structured Asset Management
Company Ltd.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NYLIFE Structured Asset Management Company Ltd
Date: March 6, 1998
By: /s/ Kevin M. Micucci
------------------------------------
Kevin M. Micucci
President (Principal Executive,
Financial and Accounting Officer)
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ACCOUNTS PURCHASE AGREEMENT
Accounts Purchase Agreement (this "Agreement"), dated as of February
17, 1998, between WestSec, Inc., a Kansas corporation ("WestSec" or "Buyer"),
and NYLIFE Structured Asset Management Company Ltd., a limited liability company
formed under the laws of the State of Texas ("SAMCO" or "Seller"),
RECITALS
A. SAMCO and Westinghouse Electric Corporation, a Pennsylvania
corporation ("WEC"), entered into that certain Operational Services Agreement
dated as of November 15, 1991 (as heretofore amended or modified, the "OSA")
pursuant to which WEC agreed, among other things, to perform management and
monitoring services, on behalf of SAMCO, for certain security alarm system
accounts.
B. WEC, Westinghouse Security Systems, L.P. ("WSSP") and SAMCO
entered into the (i) Accounts Purchase Agreement dated as of July 15, 1992 (as
heretofore amended or modified, the "July Accounts Purchase Agreement"), (ii)
Accounts Purchase Agreement dated as of September 16, 1992 (as heretofore
amended or modified, the "September Accounts Purchase Agreement"), (iii)
Accounts Purchase Agreement dated as of November 19, 1992 (as heretofore amended
or modified, the "November Purchase Agreement"), and (iv) Accounts Purchase
Agreement dated as of December 14, 1992 (as heretofore amended or modified, the
"December Purchase Agreement").
C. WEC and SAMCO entered into the Accounts Purchase Agreement dated
as of June 18, 1993 (as heretofore amended or modified, the "1993 Purchase
Agreement"; the July Purchase Agreement, September Purchase Agreement, November
Purchase Agreement, December Purchase Agreement and 1993 Purchase Agreement are
sometimes collectively referred to herein as the "Purchase Agreements").
D. SAMCO has issued (i) its Series A Notes, due February 15, 1998
(the "Series A Notes"), (ii) its Series B Notes, due August 15, 1998 (the
"Series B Notes"), and (iii) its Series C Notes, due August 15, 1999 (the
"Series C Notes"), pursuant to an Indenture dated as of July 15, 1992 (as
heretofore supplemented and amended the "Indenture") between SAMCO and United
States Trust Company of New York, as trustee (the "Trustee").
E. The Series A Notes, Series B Notes, and Series C Notes are
secured by, among other things, the security and alarm monitoring contracts and
related assets sold by WSSP and WEC to SAMCO pursuant to the Purchase
Agreements.
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F. WEC, WestSec and Western Resources, Inc., a Kansas corporation
("Western") entered into the Asset Purchase Agreement dated as of December 16,
1996, as amended by the Amendment thereto dated as of December 30, 1996 (as so
amended, the "Asset Purchase Agreement") pursuant to which WestSec and Western
purchased the business of selling and servicing monitoring and response security
systems that was operated under the name Westinghouse Security Systems.
G. In connection with the consummation of the transactions
contemplated by the Asset Purchase Agreement, WEC assigned to WestSec all of its
rights, title and interest, and WestSec assumed all of WEC's liabilities and
obligations, under the OSA and Purchase Agreements.
H. SAMCO, WEC, WestSec and Westar Capital, Inc., a Kansas
corporation ("Westar Capital") entered into that certain Consent, Assignment,
Assumption, Amendment and Modification Agreement dated as of December 30, 1996
(the "Consent") pursuant to which SAMCO consented to the assignment to WestSec
of the OSA and the Purchase Agreements and the parties modified certain
provisions of the Purchase Agreements and the OSA.
I. Pursuant to Section 9.1 of the OSA, WestSec is obligated to
purchase, and SAMCO is obligated to sell, the security alarm monitoring
contracts and related assets described herein that are related to or secure the
Series A Notes. KPMG Peat Marwick LLP ("KPMG") was engaged by SAMCO with the
approval of Buyer as the independent valuation firm contemplated by Section 9.1
of the OSA. KPMG issued a report dated February 13, 1998, pertaining to the fair
market value of the assets to be conveyed as described herein pursuant to which
the Purchase Price (hereinafter defined) was established.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. SALE AND PURCHASE OF ACCOUNTS. At the Closing (as defined in
Section 4), Buyer will acquire from Seller and Seller will transfer to Buyer
(each relying upon the other's covenants, agreements, representations, and
warranties contained in this Agreement) the security alarm monitoring contracts
and related assets described In Section 1.1.
1.1 ASSETS TRANSFERRED. The assets to be sold and assigned by Seller
and purchased and assumed by Buyer hereunder shall consist of all security alarm
monitoring contracts between Seller and security alarm system customers (the
"Customers") which now secure, or at any time heretofore have secured, the
Series A Notes (the "Series A Contracts"), including all rights and obligations
thereunder, together with and including without limitation, the Series A
Contracts identified on Exhibit A attached hereto, together with and including
all "address
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reassignment" and "person reassignment" (each as defined below) accounts,
together with and including the assets described below and more particularly
identified on Exhibit A attached hereto (collectively, the "Purchased
Accounts"):
(a) Revenues received by Seller under the Series A Contracts
on or after the date of the Closing, through lockboxes or otherwise;
(b) All alarm equipment owned by Seller used in rendering
alarm monitoring services under any of the Series A Contracts and located on the
premises of any Customer (the "Related Equipment");
(c) All rental agreements between Seller and any Customer
relating to the Related Equipment (the "Related Agreements");
(d) All books and records relating to the Series A Contracts,
the Customers and the other assets described above, including related accounts
receivable information as requested by Buyer (the "Related Books and Records"),
provided that Seller may maintain copies of such books and records to the extent
such books and records pertain to other assets of Seller; and
(e) All other tangible or intangible property of Seller,
including without limitation, all accounts, contract rights (excluding the OSA)
and general intangibles of Seller, and all lock box agreements (to the extent
assignable), and all revenues received on or after the date of the Closing,
associated with or arising from or in connection with the Series A Contracts
(the "Other Property").
1.2 ASSUMPTION OF LIABILITIES. Buyer shall expressly assume, as of
the Closing, all of the express obligations of Seller of any nature arising
under the Purchased Accounts on or after the date of the Closing (the "Related
Obligations"). Buyer does not hereby assume any other obligations of Seller.
1.3 PURCHASE PRICE.
(a) The purchase price (the "Purchase Price") for the
Purchased Accounts shall be Fifteen Million One Hundred Seven Thousand One
Hundred Forty-five and 00/100 Dollars ($15,107,145.00), which amount has been
calculated as set forth on Exhibit B hereto. At the Closing, Buyer shall pay to
Seller the full Purchase Price by wire transfer in immediately available funds
to the account specified below:
Account Name: NYLIFE Structured Asset Management Company Ltd.
Account Number: 8900167866
Bank Name: The Bank of New York
ABA#: 021-000-018
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(b) (i) Seller and Buyer acknowledge that ownership of and
payment for "address reassignment" and "person reassignment" accounts was in
dispute prior to execution of this Agreement. An "address reassignment" account
is an account that both (x) covers premises previously monitored by Buyer
pursuant to a Series A Contract that was terminated due to relocation of the
Customer under such contract from such premises, (y) is with a new Customer in
such premises who entered into a contract with Buyer within 120 days after
termination of the Series A Contract described in clause (x) and covering such
premises. A "person reassignment" account is an account that is (x) with a
Customer who had an account owned by Seller, which account was terminated due to
relocation of the Customer, and (y) created within 120 days after termination of
the account at the Customer's prior location. Upon and following the Closing,
the "address reassignment" and "person reassignment" accounts shall be the
property of Buyer, and if Seller had any right, title or interest therein,
Seller shall no longer have any right, title or interest in and to such
accounts.
(ii) However, Seller reserves its right to pursue
payment for the value as of and through February 17, 1998, of Seller's right,
title and interest (if any) in and to up to all "person reassignment" accounts
(the "Disputed Accounts"). If Buyer and Seller negotiate a compromise and
settlement of the Disputed Account issue satisfactory to each in its sole
discretion prior to March 2, 1998, Buyer shall pay Seller, as an upward
adjustment to the Purchase Price, the amount negotiated by the parties. Failing
such agreement, the parties reserve all of their rights with respect to the
value of and payment for the Disputed Accounts.
(c) Payments received from Customers shall belong to Seller
only if due and received before the Closing Date. All payments by Customers due
or received on and after the Closing Date shall belong to Buyer, and Seller
shall hold any such payments it receives after the Closing Date in trust for
Buyer and shall promptly deliver any such payments to Buyer.
2. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and
warrants to Buyer that:
(a) Seller is a limited liability company duly formed and in
good standing under the laws of Texas and has all requisite company power and
authority to own, lease and operate its properties and to carry on its present
business.
(b) Seller has full limited liability company power and
authority to execute, deliver, and perform this Agreement and has taken all
action necessary to make this Agreement a valid, binding and enforceable
obligation of Seller.
(c) This Agreement is a valid and binding obligation of
Seller, enforceable in accordance with its terms (except to the extent that
enforceability may be limited by bankruptcy or insolvency laws or other laws
generally relating to creditors' rights, or by general equity principles), and
the transfer and sale to Buyer of the Purchased Accounts and the
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Related Obligations contemplated herein will not conflict with or violate the
terms of any material agreement to which Seller is a party or any court order,
judgment, writ, injunction or award applicable to Seller.
(d) Seller has (and has not previously conveyed) such title
to, and the transfer and sale to Buyer contemplated herein will vest Buyer with
such title to, the Series A Contracts, the Related Agreements, the Related Books
and Records, the Related Equipment and the Other Property as was conveyed to
Seller pursuant to the Purchase Agreements, the Consent or otherwise. Other than
the security interests and liens granted by Seller in favor of the Trustee in
connection with the transactions contemplated by the Indenture: the Series A
Contracts, the Related Agreements, the Related Books and Records, the Related
Equipment and the Other Property are free and clear of any mortgages, liens,
pledges, charges, judgments, security interests, claims or other encumbrances of
any nature arising by reason of any action or inaction by SAMCO; and to Seller's
knowledge there are no other mortgages, liens, pledges, charges, judgments,
security interests, claims or other encumbrances affecting the Purchased
Accounts.
(e) The Purchase Price is sufficient to discharge all
obligations of Seller that are secured by any interest in the Purchased Accounts
held by the Trustee, including without limitation the security interests and
liens created under the Security Agreement (as defined in the Indenture). As
soon as possible and in any event within five (5) business days after receipt of
the Purchase Price, Seller shall use so much thereof as is necessary to
discharge such obligations.
3. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and
warrants to Seller as follows:
(a) Buyer is a corporation duly incorporated and in good
standing under the laws of Kansas and has all requisite corporate power and
authority to own, lease and operate its properties and to carry out its present
business.
(b) Buyer has full corporate power and authority to execute,
deliver, and perform this Agreement and has taken all action necessary to make
this Agreement a valid, binding and enforceable obligation of Buyer.
(c) This Agreement is a valid and binding obligation of Buyer,
enforceable in accordance with its terms (except to the extent that
enforceability may be limited by bankruptcy or insolvency laws or other laws
generally affecting creditors' rights or by general principles of equity), and
the transfer and sale to Buyer of the Purchased Accounts and the Related
Obligations contemplated herein will not conflict with or violate the terms of
any material agreement to which Buyer is a party or any court order, judgment,
writ, injunction or award applicable to Buyer.
(d) The number of accounts and recurring monthly revenue
indicated in Exhibit B accurately reflect the number of accounts and recurring
monthly revenue shown on
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the books and records of Buyer with respect to all active, revenue-producing
accounts securing Seller's Series A Notes; subject, however, to the provisions
of Section 1.3(b) regarding "address reassignment" and "person reassignment"
accounts, which will be handled as described therein.
4. CLOSING.
(a) The Closing shall take place on the date of full execution
hereof, or on such other date as agreed to by the parties (the "Closing"). The
Closing shall be effective for all purposes as of February 17, 1998. The Closing
may occur by the transmission of signed documents, in counterparts, by fax, to
be confirmed by the parties by telephone and to be followed by delivery of
original executed counterparts by Federal Express or other comparable nationally
recognized overnight courier service, and the simultaneous transfer of the
Purchase Price in accordance with Section 1.3(b) hereof.
(b) Without limiting the generality of the foregoing, at the
Closing each of Seller and Buyer shall deliver to the other the following:
(i) A General Bill of Sale and Assignment in the form
attached hereto as Exhibit C, as executed by Seller and acknowledged by
Buyer, and an Assumption of Liabilities in the form attached hereto as
Exhibit D, as executed by Buyer;
(ii) a Request for Reduction of The Chase Manhattan Bank
Letter of Credit Number P-271117 in the form attached hereto as Exhibit E,
as executed by Buyer and Seller;
(iii) All third-party consents, if any, required to be
obtained by Seller or Buyer, as the case may be, in connection with the
sale and assignment by Seller and the purchase and assumption by Buyer of
the Purchased Accounts and the Related Obligations hereunder.
(c) (i) Within five business days of the Closing, Seller
shall deliver to the Trustee (1) a request for the termination of the
Trustee's security interest in the Purchased Accounts, (2) an Officers'
Certificate and (3) Opinion of Counsel (as such terms are defined in the
Indenture) in satisfaction of the requirements set forth in Section 12 of
the Security Agreement (as defined in the Indenture) and (ii) as soon as
possible, Seller shall deliver, or cause the Trustee to deliver, to Buyer
a Confirmation of Release of Security Interest and UCC Releases executed
by the Trustee in form reasonably satisfactory to Buyer.
5. RELEASE OF CERTAIN OBLIGATIONS.
(a) Concurrently with the Closing in accordance with Section 4
above, all obligations of WestSec with respect to the performance of Account
Management Services (as defined in the OSA) as to the Purchased Accounts shall
cease and be satisfied, and the obligations
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of WestSec to purchase the Series A Contracts pursuant to Section 9.1 of the OSA
shall be satisfied, subject to the provisions of Section 1.3(b)(ii) above.
(b) Without limiting the generality of the foregoing
subsection (a), SAMCO hereby expressly releases WEC from any obligation of WEC
under Section 9 of the Consent to pay SAMCO any amount by which the Purchase
Price is less than the amount of all principal and accrued and unpaid interest
on the Series A Notes.
(c) Nothing contained or implied herein is intended to release
SAMCO from its obligations under Article IV of the OSA to pay WestSec the
"Performance Bonus" (as defined therein), if any, with respect to the Series A
Contracts or to pay WestSec any monitoring fees and other revenues of any kind
due WestSec for services performed by WestSec with respect to the Series A
Contracts prior to the Closing Date.
6. CERTAIN POST-CLOSING MATTERS.
(a) Neither party shall make any announcement of the
transactions contemplated herein without the prior written consent of the other
party, except as and when required by law.
(b) In addition to the actions, documents and instruments
specifically required to be taken or delivered hereby, prior to and after the
Closing and without further consideration, each of Seller and Buyer shall
execute, acknowledge and deliver such other assignments, transfers, consents and
other documents and instruments and take such other actions as either party or
its counsel may reasonably request in order to complete and perfect the
transactions contemplated herein; provided that this section shall not require
either party to deliver any such documents or take any such actions which the
requesting party is not entitled to receive at the time of such request because
of a default then existing hereunder by such requesting party.
7. SELLER NONSOLICITATION; NONDISCLOSURE.
(a) Seller agrees that for such period of time as may be
necessary to maximize the value of the Purchased Accounts owned by Buyer and
which are sold by Buyer to any third party, Seller shall not, and shall not
permit any of its majority-owned subsidiaries or any of its wholly-owned
subsidiaries to, directly or indirectly, individually or with others, on its own
behalf (individually or collectively), or on behalf of any other person, either
as a principal, owner, agent, stockholder, partner, lender, consultant or in any
other capacity, intentionally and individually target any Customers under any
such Purchased Accounts, based on or through, directly or indirectly, any
information concerning any such Customers which was obtained by Seller as a
result of its ownership of the Purchased Accounts for the purpose of suggesting
to, inducing, soliciting or persuading (or intentionally and individually target
any such Customers for the purpose of attempting to suggest to, induce, solicit
or persuade) any such Customers to enter
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into a contract or agreement with Seller or an affiliate of Seller for the
provision of security alarm monitoring services to such Customers.
(b) Seller further agrees that any information concerning any
Customers under any Purchased Accounts which was obtained by Seller as a result
of its ownership of the Purchased Accounts is confidential and proprietary
information of Buyer ("Confidential Information"). Seller shall not, without the
prior written consent of Buyer, disclose any such Confidential Information;
unless such information (i) becomes generally available to the public other than
by unauthorized disclosure by Seller, (ii) is disclosed to Seller's accountants,
attorneys or consultants (provided such persons are obligated to hold such
information in confidence on substantially the terms provided in this section)
or (iii) is (upon the advise of counsel) required by law to be disclosed, in
which event, prior to any disclosure, Seller shall provide Buyer with prompt
written notice so that Buyer may seek (with the cooperation of Seller, if so
requested by Buyer) a protective order or other appropriate remedy. If such
protective order or other remedy is not obtained, Seller may furnish only that
portion of the Confidential Information which is legally required and shall
exercise reasonable commercial efforts to obtain reliable assurance that
confidential treatment will be accorded the Confidential Information so
furnished.
8. MISCELLANEOUS.
(a) Each of the parties hereto represents and warrants to the
other that no broker or finder has acted on its behalf in connection with this
Agreement or the transactions contemplated hereby. Each such party agrees to
indemnify and hold and save the other harmless from any claim or demand for
commission or other compensation by any broker, finder or similar agent claiming
to have been employed by or on behalf of such party.
(b) All representations, warranties, covenants and agreements
of any of the parties hereto made in this Agreement shall survive the execution
and delivery hereof and the Closing hereunder.
(c) Any notice or communication given pursuant hereto by any
party to the other parties hereto shall be in writing and shall be delivered or
mailed by registered mail, postage prepaid or sent by Federal Express or other
comparable nationally recognized courier service, as follows:
If to the Seller: NYLIFE Structured Asset Management
Company Ltd.
51 Madison Avenue, Suite 1700
New York, NY 10010
Attn: Kevin M. Micucci
Telecopier: (212) 447-4127
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With a copy to: Gilbert, Segall and Young, LLP
430 Park Avenue
New York, NY 10022
Attn: Kenneth J. Stuart, Esq.
Telecopier: (212) 644-4051
If to the Buyer: WestSec, Inc.
4221 W. John Carpenter Freeway
Irving, Texas 75063-2924
Attn: John W. Hesse and
Renee T. Kingsley
Telecopier: 972/916-6156
With a copy to: Thompson & Knight, P.C.
1700 Pacific Avenue, Suite 3300
Dallas, Texas 75201
Attn: Gregg C. Davis
Telecopier: 214/969-1751
or to such other address as shall hereinafter be furnished in writing by any
party hereto to the other parties hereto.
(d) Provided the Closing occurs, each of the parties hereto
will bear its own expenses incurred in connection with the sale of the Purchased
Accounts contemplated herein.
(e) This Agreement, the OSA, the Purchase Agreements and the
Consent set forth the entire understanding and supersedes all prior agreements
or understandings of the parties hereto with respect to the subject matter
hereof and may not be changed or terminated except by a writing signed by each
of the parties hereto.
(f) This Agreement shall be construed in accordance with the
laws of Texas.
(g) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(h) This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, personal
representatives and successors, and may not be assigned at any time by Seller
without the prior written consent of Buyer. Buyer may, without the consent of
Seller, assign its rights and obligations hereunder to any of its Affiliates (as
defined in the OSA).
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(i) The headings in this Agreement are for reference purposes
only and shall not affect the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers as of the day and year first above
written.
NYLIFE STRUCTURED ASSET MANAGEMENT
COMPANY, LTD.
(Seller)
By: /s/ Kevin M. Micucci
-------------------------------------
Name: Kevin M. Micucci
Title: President
WESTEC, INC.
(Buyer)
By: /s/ John W. Hesse
-------------------------------------
Name: John W. Hesse
Title: Sec'y & Treas.
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EXHIBIT A
SERIES A CONTRACTS
All contracts identified in the Exhibit A separately delivered by Buyer to
Seller, reflecting contracts (active and inactive) shown on the books and
records of Buyer as currently or formerly securing Series A Notes.
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EXHIBIT B
SAMCO SERIES A CONTRACTS
SUMMARY OF PURCHASE PRICE PAYABLE TO SAMCO
<TABLE>
<CAPTION>
<S> <S> <C>
A.) Purchase Price
Actual MRR at 2-16-98 ($367,962.63) divided by Actual Number of
Contracts at 2-16-98 (17,244) = Actual average MMR per contract at 2-16-98 $ 21.34
Number of contracts to be purchased, giving effect of 9% attrition cap 17,328
---------------
Total MRR to be purchased $ 369,779.52
Multiplied by fair market value multiple x 41
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Total for category A $ 15,160,960.32
---------------
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B.) Address Reassignments:
Negotiated number of Contracts (292)
Average MRR per contract ($367,962.83 divided by 17,244 contracts) is $21.34
Total MRR for this category ($21.34 multipled by 292 contracts) $ 6,231.28
Multiply by fair market value multiple less average purchase price of 30 X x 11
---------------
Total for Category B $ 68,544.08
---------------
---------------
C.) Negotiated Additional Value
1. 292 contracts multiplied by average MRR ($21.34) multiplied by 65%
multiplied by 8 months $ 32,402.66
2. Other negotiated amount - amount not based on data 84,146.00
---------------
Total for Category C $ 116,548.66
---------------
---------------
D). Adjustment for Accrual Accounting Adjustment (See Supplemental Schedule) $ (238,906.06)
---------------
---------------
Total Payment Due (Sum of A, B, C and D, above) $ 15,107,145.00
---------------
---------------
</TABLE>
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EXHIBIT B
SAMCO ACCRUAL ADJUSTMENT
<TABLE>
<CAPTION>
<S> <C> <C>
Deduction from Purchase Price:
Unearned Income $ (684,279)
Add: Monitoring Fee @ 35% 239,498
-----------
(444,781)
Addition to Purchase Price
Gross A/R 736,154
Less: 180+ Past Due (419,425)
---------
Estimated Collectible A/R 316,729
Less: Monitoring Fee @ 35% (110,855)
---------
205,874
Total Adjustment to Purchase Price (238,908)
-----------
-----------
</TABLE>
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EXHIBIT C
GENERAL BILL OF SALE AND ASSIGNMENT
NYLIFE Structured Asset Management Company Ltd., a Texas limited
liability Company ("SAMCO") for and in consideration of the Purchase Price (as
defined in the Accounts Purchase Agreement referred to below) and other good and
valuable consideration, the receipt of which is hereby acknowledged, paid to it
this day by WestSec, Inc., a Kansas corporation ("WestSec"), pursuant to that
certain Accounts Purchase Agreement, dated the date hereof, between SAMCO and
WestSec (the "Purchase Agreement), does hereby grant, bargain, sell, convey,
transfer, set over, assign and deliver unto WestSec and WestSec does hereby
purchase, assume, accept and acquire from SAMCO, all SAMCO's right, title and
interest in and to all security alarm monitoring contracts which now secure, or
at any time heretofore have secured, the Series A Notes (the "Series A
Contracts"), together with and including without limitation the Series A
Contracts identified on Exhibit A to the Purchase Agreement, together with and
including all "address reassignment" and "person reassignment" accounts (as
defined in the Purchase Agreement), together with and including the assets
described below and more particularly identified on Exhibit A to the Purchase
Agreement (collectively, the "Purchased Accounts"):
(a) Revenues received by SAMCO under such Series A Contracts on or
after the date of the Closing (as defined in the Purchase Agreement), through
lockboxes or otherwise; and
(b) All alarm equipment owned by SAMCO used in rendering alarm
monitoring services under any of the Series A Contracts and located on the
premises of any Customer (as defined in the Purchase Agreement) (the "Related
Equipment"); and
(c) All rental agreements between SAMCO and any Customer relating to
the Related Equipment; and
(d) All books and records relating to the Series A Contracts, the
Customers and the other assets described above, including related accounts
receivable information as requested by WestSec; and
(e) All other tangible and intangible property of SAMCO, including
without limitation, all accounts, contract rights (excluding the OSA) and
general intangibles of SAMCO associated with or arising from or in connection
with the Series A Contracts (the "Other Property").
TO HAVE AND TO HOLD all of the above-described tangible and
intangible property and assets hereby sold, conveyed, transferred, set over,
assigned and delivered unto WestSec, its successors and assigns, to its and
their own use and behalf forever.
<PAGE>
AND, for the consideration aforesaid, SAMCO hereby constitutes and
appoints WestSec, its successors and assigns, the true and lawful attorney or
attorneys of SAMCO, with full power of substitution, for WestSec and in its name
and stead or otherwise, by and on behalf of and for the benefit of WestSec, its
successors and assigns, to demand and receive from time to time any and all of
the Purchased Accounts hereby sold, assigned, transferred, conveyed and
delivered, and to give receipts and releases for and respect of the same and any
part thereof and from time to time to institute and prosecute in the name of
SAMCO or otherwise, but at the expense and for the benefit of WestSec, its
successors and assigns, any and all proceedings at law, in equity or otherwise
which WestSec, its successors and assigns, may deem proper in order to collect,
assert, or enforce any claim, right or title of any kind in and to the Purchased
Accounts hereby sold, assigned, transferred, conveyed and delivered, and to
defend or compromise any and all actions, suits or proceedings in respect of the
Purchased Accounts and to do all such acts and things in relation thereto as
WestSec, its successors or assigns, shall deem desirable; and SAMCO hereby
declaring that the appointment made and the powers hereby granted are coupled
with any interest and are and shall be irrevocable by SAMCO in any manner or for
any reason.
AND, for the consideration aforesaid, SAMCO, for itself and its
successors and assigns, has covenanted and by this General Bill of Sale and
Assignment does covenant with WestSec, its successors and assigns, that it,
SAMCO, and its successors and assigns, will do, execute and deliver, or will
cause to be done, executed and delivered, at WestSec's expense, all such further
acts, transfers, assignments, conveyances, powers of attorney and assurances,
for the better assuring, conveying and confirming unto WestSec, its successors
and assigns, all and singular entire right, title and interest in and to the
Purchased Accounts hereby sold, transferred, assigned and conveyed as WestSec,
its successors or assigns, shall reasonably require; provided that this
paragraph shall not require SAMCO to deliver any such assurances to which
WestSec is not entitled at the time of such request because of a default by
WestSec under the then existing Purchase Agreement.
This General Bill of Sale and Assignment and the covenants and
agreements herein contained shall inure to the benefit of WestSec, its
successors and assigns, and shall be binding upon SAMCO, its successors and
assigns.
<PAGE>
IN WITNESS WHEREOF, SAMCO has caused these presents to be executed
as of the 17th day of February, 1998.
NYLIFE STRUCTURED ASSET
MANAGEMENT COMPANY LTD.
By: /s/ Kevin M. Micucci
---------------------------
Name: Kevin M. Micucci
Title: President
ACKNOWLEDGED:
WESTSEC, INC.
By: /s/ John W. Hesse
---------------------------
Name: John W. Hesse
Title: Sec'y + Treas.
<PAGE>
ASSUMPTION OF LIABILITIES
KNOW ALL MEN BY THESE PRESENTS for good and valuable consideration,
the receipt of which is hereby acknowledged, and pursuant to and in accordance
with the terms and provisions of that certain Accounts Purchase Agreement, dated
the date hereof, between NYLIFE Structured Asset Management Company Ltd., a
Texas limited liability company ("SAMCO"), and WestSec, Inc., a Kansas
corporation ("WestSec") (the "Purchase Agreement"), that WestSec hereby
covenants and agrees as follows:
WestSec hereby assumes and agrees to pay, perform or discharge when
due all the obligations and liabilities of SAMCO defined as "Related
Obligations" in Section 1.2 of the Purchase Agreement.
IN WITNESS WHEREOF, WestSec has caused this Assumption of
Liabilities to be executed on its behalf by the undersigned this 17th day of
February, 1998
WESTSEC, INC.
By: /s/ John W. Hesse
---------------------------
Name: John W. Hesse
Title: Sec'y + Treas.
<PAGE>
REQUEST FOR REDUCTION OF
THE CHASE MANHATTAN BANK
LETTER OF CREDIT NUMBER P-271117
February 17, 1998
The Chase Manhattan Bank
55 Water Street, 17th Floor
Room 1708
New York, New York 10041
Attn: Standby Letter of Credit Department
Pursuant to the terms of that certain Letter of Credit P-271117 between
WestSec Inc. ("Applicant"), The Chase Manhattan Bank ("Bank") and NYLife
Structured Asset Management Company Ltd. ("SAMCO"), with an effective date of
April 1st, 1997 ("Letter of Credit"), Applicant and SAMCO hereby jointly request
that the amount of the Letter of Credit be reduced to $54,338,000 (Fifty-four
Million Three Hundred Thirty-eight Thousand Dollars), which amount represents an
amount equal to $85,000,000 (Eighty-Five Million Dollars) less the sum of (1) an
amount equal to all drawings by Beneficiary under the Letter of Credit and (2)
an amount equal to the quotient resulting from dividing the aggregate amount of
any payments made after December 31, 1996 to SAMCO made pursuant to the
Operational Services Agreement between SAMCO and Applicant, as assignee of
Westinghouse Electric Corporation, dated as of November 15, 1991 (such agreement
the "OSA") which payments are required to be applied to repayment of principal
under outstanding public debt obligations of SAMCO pursuant to the terms of the
OSA or any debt obligation of SAMCO by 61.133% (Sixty one and one hundred
thirty-three one thousandths percent).
<PAGE>
This request is executed and delivered by the undersigned being authorized
representatives of Applicant and Beneficiary as of February 17, 1998.
WESTSEC, INC.
By: /s/ John W. Hesse
---------------------------
Name: John W. Hesse
Title: Sec'y + Treas.
NYLIFE STRUCTURED ASSET
MANAGEMENT COMPANY, LTD.
By: /s/ Kevin M. Micucci
---------------------------
Name: Kevin M. Micucci
Title: President
