EXHIBIT 4
NYLIFE STRUCTURED ASSET MANAGEMENT COMPANY Ltd.
00 XXXXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
December 17, 0000
Xxxxxx Xxxxxx Trust Company of New York
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
RE: NYLIFE Structured Asset Management Company Ltd.
Series C, Five-Year Notes
Ladies and Gentlemen:
Reference is made to the Indenture dated as of July 15, 1992 between
NYLIFE Structured Asset Management Company Ltd. (the "Company") and United
States Trust Company of New York, as Trustee (the "Trustee"), pursuant to which
the Trustee is holding certain contracts as security for repayment of the
Company's Secured Five Year Notes, Series C, 9% Fixed Rate ("the Notes") issued
and authorized pursuant to the Second Supplemental Indenture of the Indenture
dated as of November 16, 1993. Further reference is made to Section 7.1(b) of
the Indenture which permits the Company to take certain action to terminate all
of its obligations under the Indenture, the Notes and the Security Agreement
with respect to such Notes by complying with the conditions set forth in said
Section 7.1 (b).
The Company has advised the Trustee of its intention to terminate its
obligations under the Indenture, the Notes and the Security Agreement by
fulfilling such conditions. In connection therewith, the Trustee has requested
that the Company indemnify the Trustee against loss or damage arising out of
potential claims by the holders of the Notes ("Holders") in the event the
Trustee permits defeasance of the Indenture and termination of the Company's
obligations as contemplated above.
1. Pursuant to the Trustee's request and in order to induce the Trustee to
accept the documents necessary to permit defeasance of the Indenture and
termination of the Company's obligations under the Indenture, the Notes and the
Security Agreement, the Company hereby agrees to indemnify and hold the Trustee
harmless from and against all claims, liabilities, losses, damages, expenses,
costs and lawsuits (including reasonable attorney's fees) incurred or suffered
by the Trustee as a result of any claim or demand made by a Holder against the
Trustee arising out of or connected with the early termination of the Company's
obligations under the Indenture, the Notes and the Security Agreement.
2. In order to secure the indemnification obligation set forth above, the
Company hereby agrees to maintain on deposit until April 30, 2003 at United
States Trust Company of New York ("USTC") a Certificate of Deposit (the "CD") in
the principal amount of $150,000 to bear interest at the rate from time to time
paid by USTC upon ninety (90) day certificates of deposit of like size. The
Company shall have the right at any time on ninety days' prior written notice to
the Trustee to terminate or withdraw the CD from USTC by furnishing to the
Trustee other security or a substitute indemnity by a reasonably acceptable
party reasonably acceptable to the Trustee.
3. This letter contains the entire agreement between us with respect to
the subject matter hereof and supercedes all prior agreements and understandings
with respect to the subject matter hereof. This agreement may not be changed or
terminated orally. This agreement shall be binding upon the successors and
assigns of the parties hereto. This agreement shall be governed by and construed
in accordance with the laws of the State of New York.
If this letter correctly sets forth our understanding and agreement with
respect to the subject matter hereof, please sign the enclosed copy of this
letter in the place indicated for your signature and return it to us.
Very truly yours,
NYLIFE Structured Asset Management
Company Ltd.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, President
ACCEPTED AND AGREED TO:
United States Trust Company of New York
By: ________________________________
