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Exhibit 99.2.K(vi)
FUND INDEMNITY AGREEMENT
Agreement dated as of November , 1997 between Salomon Brothers Inc
("Salomon") and DECS Trust II (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 September 2, 1997, as amended and restated as of October 22, 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
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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.
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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 Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxxxx
DECS TRUST II
_______________________________________
Xxxxxx X. Xxxxxxx
as Trustee
Address: 000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
_______________________________________
Xxxxxxx X. Xxxxxx III
as Trustee
Address: 000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
_______________________________________
Xxxxx X. X'Xxxxx
as Trustee
Address: 000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
