FUND INDEMNITY AGREEMENT
Agreement dated as of ______, 1997 between Salomon
Brothers Inc ("Salomon") and DECS Trust (such trust and the trustees
thereof acting in their capacity as such being referred to herein
as the "Trust").
WHEREAS the Trust is a statutory business trust
organized under the Business Trust Act of the State of Delaware
pursuant to a Declaration of Trust dated as of November 21, 1995,
as amended and restated as of ______, 1997 (the "Trust Agreement");
and
WHEREAS, Salomon, as sponsor under the Trust
Agreement, desires to make provision for the payment of certain
indemnification expenses of the Trust;
NOW, THEREFORE, in consideration of the premises and
the mutual covenants contained in this Agreement, the parties
agree as follows:
1. Definitions. Capitalized terms used herein and not
defined herein shall have the meanings ascribed thereto in the
Trust Agreement.
2. Agreement to Pay Expenses. Salomon agrees to pay to
the Trust, and hold the Trust harmless from, any expenses of the
Trust arising under Sections 2.2(e) and 6.6 of the Administration
Agreement, Section 15 of the Custodian Agreement, Section 5.4(b)
of the Paying Agent Agreement and Section 7.6 of the Trust
Agreement (collectively, together with any amounts paid pursuant
to paragraph 4 of this Agreement, "Indemnification Expenses").
Subject to paragraph 4 hereof, payment hereunder by Salomon shall
be made in New York Clearing House funds no later than five
Business Days after the receipt by Salomon, pursuant to paragraph
3 hereof, of written notice of any claim for Indemnification
Expenses.
3. Notice of Receipt of Claim. The Trust shall give
notice to, or cause notice to be given to, Salomon in writing of
any claim for Indemnification Expenses or any threatened claim
for Indemnification Expenses immediately upon the Trust acquiring
knowledge thereof. Such written notice shall be accompanied by
any demand, xxxx, invoice or other communication received from
any third party claimant (a "Claimant") in respect of such
Indemnification Expense.
4. Right to Contest. The Trust agrees that Salomon may,
and Salomon is authorized on behalf of the Trust to, contest in
good faith with any Claimant any amount contained in any claim
for Indemnification Expense, provided, that if, within such time
period as Salomon shall determine to be reasonable, Salomon and
such Claimant are unable to resolve amicably any disagreement
regarding such claim for Indemnification Expense, Salomon shall
retain counsel reasonably satisfactory to the Trustees to
represent the Trustees in any resulting proceeding and shall pay
the fees and disbursements of such counsel related to such
proceeding. Notwithstanding any other provision herein, it is
understood that (a) Salomon shall not, in
respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the fees and expenses of more than
one separate firm (in addition to any local counsel), and (b)
Salomon shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such
consent or if there be a final judgment for the Claimant, Salomon
agrees to indemnify the Trust from and against any loss or
liability by reason of such settlement or judgment.
5. Statements and Reports. The Trust shall collect and
safekeep all demands, bills, invoices or other written
communications received from third parties in connection with any
claim for Indemnification Expenses and shall prepare and maintain
adequate books and records showing all receipts and disbursements
of funds in connection therewith. Salomon shall have the right to
inspect and to copy, at its expense, all such documents, books
and records at all reasonable times and from time to time during
the term of this Agreement.
6. Term of Contract. This Agreement shall continue in
effect until the termination of the Trust in accordance with
Section 8.3 of the Trust Agreement.
7. No Assignment. No party to this Agreement may assign
its rights or delegate its duties hereunder without the prior
written consent of the other parties, except that the Trust may
delegate any and all duties hereunder to the Administrator to the
extent permitted by law.
8. Entire Agreement. This Agreement contains the entire
agreement among the parties with respect to the matters contained
herein and supersedes all prior agreements or understandings. No
amendment or modification of this Agreement shall be valid unless
the amendment or modification is in writing and is signed by all
the parties to this Agreement.
9. Notices. All notices, demands, reports, statements,
approvals or consents given by any party under this Agreement
shall be in writing and shall be delivered in person or by
telecopy or other facsimile communication or sent by first-class
U.S. mail, registered or certified, postage prepaid, to the
appropriate party at its address on the signature pages hereof or
at such other address subsequently notified to the other parties
hereto. A copy of any communication to Salomon shall be furnished
to Cleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxx Xxxxxxx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Check, provided that
the failure to furnish such copy shall not affect the
effectiveness of any such communication. Any party may change its
address for purposes hereof by delivering a written notice of the
change to the other parties. All notices given under this
Agreement shall be deemed received (a) in the case of hand
delivery, on the day of delivery, (b) in the case of telecopy or
other facsimile communication, on the day of transmission, and
(c) in the case of mailing, on the third day after such notice
was deposited in the mail.
10. Binding Effect. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
11. Governing Law. This Agreement shall be governed by
and be construed in accordance with the laws of the State of New
York.
2
12. Counterparts. This Agreement may be signed in
counterpart with all of such counterparts constituting one and
the same instrument.
IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed by their authorized representatives the
date first above written.
SALOMON BROTHERS INC
By:___________________________
Address: Seven World Trade enter
Xxx Xxxx, Xxx Xxxx 00000
Attention:
DECS TRUST
By:___________________________
Xxxxxx X. Xxxxxxx,
as Managing Trustee
Address: c/o Puglisi & Associates
000 Xxxxxxx Xxxxxx,
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Telephone: 000-000-0000
Telecopier: 000-000-0000
3
