EXHIBIT 1
ACCOUNTS PURCHASE AGREEMENT
Accounts Purchase Agreement (this "Agreement"), dated as of December 17,
1998, between Protection One Alarm Monitoring, Inc., as successor by merger to
WestSec, Inc., a Delaware 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 Purchase Agreement"), (ii) Accounts
Purchase Agreement dated as of September 16, 1992 (as heretofore amended or
modified, the "September 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 the 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 (the "Contracts") sold by WSSP and WEC to SAMCO pursuant to the Purchase
Agreements.
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, as amended by the Consent, WestSec
became obligated to purchase the security alarm monitoring contracts and related
assets that secured the Series A Notes, the Series B Notes and the Series C
Notes (collectively, "the Notes") and has previously paid Twenty-three million
one hundred eighty-two thousand one hundred sixty-five dollars ($23,182,165) to
SAMCO.
J. A dispute has arisen between WestSec and SAMCO regarding, among other
things, the total number of the Contracts constituting the collateral securing
SAMCO's Notes, the calculation of WestSec's performance bonus upon the sale of
the Contracts constituting the collateral securing SAMCO's Notes, and the fair
market value of the Contracts constituting the collateral securing SAMCO's
Notes.
K. On Xxxxx 0, 0000, XxxxXxx filed a petition against SAMCO in the 00xx
Xxxxxxxx Xxxxxxxx Xxxxx xx Xxxxxx Xxxxxx, Xxxxx; Cause No. DV 98-01761-B (the
"Litigation"), setting forth claims for declaratory judgment, breach of contract
and attorneys' fees. On March 27, 1998, SAMCO filed an answer in the Litigation,
setting forth a general denial, affirmative defenses and counterclaims against
WestSec for declaratory judgment,
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breach of contract and attorneys' fees. The parties recognize that bona fide
disputes and controversies exist between WestSec and SAMCO, both as to liability
and the amount thereof.
L. WestSec and SAMCO have agreed to compromise and settle all claims and
causes of action of any kind between them. The settlement involves, inter alia,
the sale by SAMCO to WestSec of any and all Contracts in which SAMCO claimed or
claims an interest, in partial consideration of WestSec paying SAMCO Twenty-nine
million five hundred thousand dollars ($29,500,000) in addition to amounts
previously paid by WestSec to SAMCO.
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, 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 in which Seller has or claims an interest, whether or not
previously sold to WestSec, including those Contracts between Seller and
security alarm system customers (the "Customers") which now secure, or at any
time heretofore have secured, the Notes and those Contracts between Seller and
Customers which are otherwise owned by SAMCO (collectively, the "SAMCO
Contracts"), in each case including all rights and obligations thereunder
together with and including the assets described below (collectively, the
"Purchased Accounts"):
(a) Revenues received by Seller under the SAMCO 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 SAMCO Contacts 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");
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(d) All books and records relating to the SAMCO 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 (including the
Lockbox Agreement, dated as of July 8, 1994, among Xxxx Xxx, Xxxxxxx, XX,
XxxxXxxx, Xxx., Xxxxxx Xxxxxx Trust Company of New York and Seller), and all
revenues received on or after the date of the Closing, associated with or
arising from or in connection with the SAMCO 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 Twenty-nine Million Five Hundred Thousand Dollars
($29,500,000). 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: Xxxxx & Xxxxx, L.L.P.
Account Number: 001 002 66627
Bank Name: Chase Bank of Texas, N.A.
000 Xxxx
Xxxxxxx, XX 00000
ABA: 000000000
(b) 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.
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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 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 SAMCO 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 SAMCO
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 ninety-six (96) days after receipt of the Purchase
Price, Seller shall mail or cause the Trustee to mail to Buyer appropriate forms
UCC-3 discharging such obligations.
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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.
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 December 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(a) 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 Xxxx of Sale and Assignment in the form attached
hereto as Exhibit B, as executed by Seller and acknowledged by Buyer, and an
Assumption of Liabilities in the form attached hereto as Exhibit C, as executed
by Buyer;
(ii) a Request for Termination of The Chase Manhattan Bank Letter of
Credit Number P-271117 in the form attached hereto as Exhibit D, as executed by
Buyer and Seller;
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(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 ninety-two (92) days of the receipt by Seller of the
Purchase Price, 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, and in any event within ninety-six (96) days after receipt of the
Purchase Price, 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 of WestSec to purchase the SAMCO
Contracts pursuant to Section 9.1 of the OSA, as amended by the Consent, shall
be satisfied.
(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 C
Notes.
(c) SAMCO is hereby released from its obligations under Article IV
of the OSA to pay WestSec the "Performance Bonus" (as defined therein), if any,
with respect to the SAMCO Contracts.
6. Certain Post-Closing Matters.
(a) Neither party shall make any announcement of the transactions
contemplated herein to any persons or entities outside the parties to this
Agreement, their affiliated companies, independent accountants, attorneys and
the Consultants (as defined in the OSA) without the prior written consent of the
other party, except for the purpose of enforcing this Agreement, the exhibits
thereto, or any provisions therein, and except as may
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be required by law, rule or regulation, including those of the Securities and
Exchange Commission.
(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 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 advice 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
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(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.
00 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx
Telecopier: (000) 000-0000
With a copy to: Xxxxxxx, Xxxxxx and Xxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxx, Esq.
Telecopier: (000) 000-0000
If to the Buyer: Protection One Alarm Monitoring, Inc.
0000 X. Xxxxxxx 000
Xxxxx 000
Xxxxxx, Xxxxx 00000-0000
Attn: Xxxxx X. Xxxxxxxx
Telecopier: 972/916-6699
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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 Settlement Agreement dated December 17, 1998
between WestSec and SAMCO, 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 or Buyer without the
prior written consent of the other.
(i) The headings in this Agreement are for reference purposes only
and shall not affect the meaning or interpretation of this Agreement.
[The balance of this page intentionally left blank.]
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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/ XXXXX X. XXXXXXX
--------------------------------
Name: XXXXX X. XXXXXXX
--------------------------
Title: PRESIDENT
--------------------------
PROTECTION ONE ALARM MONITORING, INC.
(Buyer)
By: XXXX X. XXXXX
--------------------------------
Name: XXXX X. XXXXX
--------------------------
Title: EX. V.P.
--------------------------
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EXHIBIT A
GENERAL XXXX 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 Protection One Alarm Monitoring, Inc., as successor by merger to
WestSec, Inc., a Delaware 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, whether or not previously sold
to WestSec, in which Seller has or claims an interest, including those contracts
which now secure, or at any time heretofore have secured, the Series A Notes,
the Series B Notes and the Series C Notes (the "Notes"), and contracts that are
otherwise owned by SAMCO, together with and including the assets described below
(collectively, the "Purchased Accounts"):
(a) Revenues received by SAMCO under the SAMCO 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 SAMCO 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 SAMCO Contracts, the
Customers and the other assets described above, including related accounts
receivable infonnation 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, and all lockbox agreements (including the Lockbox
Agreement, dated as of July 8, 1994, among Xxxx Xxx, Xxxxxxx, XX, XxxxXxxx,
Xxx., Xxxxxx Xxxxxx Trust Company of New York and SAMCO), and all revenues
received on or after the date hereof, associated with or arising from or in
connection with the SAMCO Contracts (the "Other Property").
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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 an 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 Xxxx 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 SAMCO's 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 Xxxx 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.
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.
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IN WITNESS WHEREOF, SAMCO has caused these presents to be executed
as of the 17th day of December, 1998.
NYLIFE STRUCTURED ASSET MANAGEMENT
COMPANY LTD.
By: /S/ XXXXX X. XXXXXXX
---------------------------------
Name: XXXXX X. XXXXXXX
---------------------------
Title: PRESIDENT
---------------------------
ACKNOWLEDGED:
PROTECTION ONE ALARM MONITORING, INC.
By: XXXX X. XXXXX
-------------------------
Name: XXXX X. XXXXX
-------------------
Title: EX. V.P.
-------------------
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EXHIBIT B
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
as of the date hereof, between NYLIFE Structured Asset Management Company Ltd.,
a Texas limited liability company ("SAMCO"), and Protection One Alarm
Monitoring, Inc., as successor by merger to WestSec, Inc., a Delaware
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
December, 1998
PROTECTION ONE ALARM MONITORING, INC.
By: XXXX X. XXXXX
--------------------------------
Name: XXXX X. XXXXX
--------------------------
Title: EX. V.P.
--------------------------
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EXHIBIT C
REQUEST FOR TERMINATION OF
THE CHASE MANHATTAN BANK
LETTER OF CREDIT NUMBER P-271117
December 17, 0000
Xxx Xxxxx Xxxxxxxxx Bank
00 Xxxxx Xxxxxx, 00xx Xxxxx
Room 1708
Xxx Xxxx, Xxx Xxxx 00000
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 terminated.
IN WITNESS WHEREOF, SAMCO has caused these presents to be executed as of
the date first above written.
NYLIFE STRUCTURED ASSET MANAGEMENT
COMPANY LTD.
By: XXXXX X. XXXXXXX
--------------------------------
Name: XXXXX X. XXXXXXX
--------------------------
Title: PRESIDENT
--------------------------
ACKNOWLEDGED:
PROTECTION ONE ALARM MONITORING, INC.,
AS SUCCESSOR BY MERGER TO WESTSEC INC.
By: XXXX X. XXXXX
--------------------------
Name: XXXX X. XXXXX
--------------------
Title: EX. V.P.
--------------------
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