INTERCORPORATE SERVICES AGREEMENT
This INTERCORPORATE SERVICES AGREEMENT (the "Agreement"), effective as of
January 1, 2001, amends and supersedes that (i) certain Intercorporate Services
Agreement effective as of January 1, 2000 between CONTRAN CORPORATION, a
Delaware corporation ("Contran"), and TREMONT CORPORATION, a Delaware
corporation. ("Recipient") and (ii) certain Intercorporate Services Agreement
effective as of January 1, 2000 between VALHI, INC., a Delaware corporation, and
Recipient.
Recitals
A. Employees and agents of Contran and affiliates of Contran
perform management, financial and administrative functions for Recipient without
direct compensation from Recipient.
B. Recipient does not separately maintain the full internal
capability to perform all necessary management, financial and administrative
functions that Recipient requires.
C. The cost of maintaining the additional personnel by Recipient
necessary to perform the functions provided for by this Agreement would exceed
the fee set forth in Section 3 of this Agreement, and the terms of this
Agreement are no less favorable to Recipient than could otherwise be obtained
from a third party for comparable services.
D. Recipient desires to continue receiving the management, financial
and administrative services presently provided by Contran and affiliates of
Contran and Contran is willing to continue to provide such services under the
terms of this Agreement.
Agreement
For and in consideration of the mutual premises, representations and
covenants herein contained, the parties hereto mutually agree as follows:
Section 1. Services to be Provided. Contran agrees to make available to
Recipient, upon request, the following services (the "Services") to be rendered
by the internal staff of Contran and affiliates of Contran:
(a) Consultation and assistance in the development and
implementation of Recipient's corporate business strategies, plans and
objectives;
(b) Consultation and assistance in management and
conduct of corporate affairs and corporate governance consistent with the
charter and bylaws of Recipient;
(c) Consultation and assistance in maintenance of financial
records and controls, including preparation and review of periodic financial
statements and reports to be filed with public and regulatory entities and those
required to be prepared for financial institutions or pursuant to indentures and
credit agreements;
(d) Consultation and assistance in cash management and in
arranging financing necessary to implement the business plans of Recipient;
(e) Consultation and assistance in tax management and
administration, including, without limitation, preparation and filing of tax
returns, tax reporting, examinations by government authorities and tax planning;
(f) Certain administration and management services with
respect to Recipient's insurance and risk management needs, including:
(i) management of claims (including insured and
self-insured workers compensation and
liability claims);
(ii) budgeting and related activities;
(iii) administration of Recipient's captive
insurance company;
(iv) coordination of property loss control
program; and
(v) administration of Recipient's insurance
program, excluding all employee benefit
and welfare related programs;
(g) Certain administration and management services
with respect to Recipient's real properties and interests; and
(h) Such other services as may be requested by Recipient
from time to time.
This Agreement does not apply to, and the Services provided for herein do
not include, any services that Xxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx or Xxxxxx X.
Xxxxxx may provide to Recipient in their roles members of Recipient's board of
directors or any other activity related to such board of directors.
Section 2. Miscellaneous Services. It is the intent of the parties hereto
that Contran provide only the Services requested by Recipient in connection with
routine functions related to the ongoing operations of Recipient and not with
respect to special projects, including corporate investments, acquisitions and
divestitures. The parties hereto contemplate that the Services rendered in
connection with the conduct of Recipient's business will be on a scale compared
to that existing on the effective date of this Agreement, adjusted for internal
corporate growth or contraction, but not for major corporate acquisitions or
divestitures, and that adjustments may be required to the terms of this
Agreement in the event of such major corporate acquisitions, divestitures or
special projects. Recipient will continue to bear all other costs required for
outside services including, but not limited to, the outside services of
attorneys, auditors, trustees, consultants, transfer agents and registrars, and
it is expressly understood that Contran assumes no liability for any expenses or
services other than those stated in Section 1. In addition to the fee paid to
Contran by Recipient for the Services provided pursuant to this Agreement,
Recipient will pay to Contran the amount of out-of-pocket costs incurred by
Contran in rendering such Services.
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Section 3. Fee for Services. Recipient agrees to pay to Contran $331,500
quarterly, commencing as of January 1, 2001, pursuant to this Agreement.
Section 4. Original Term. Subject to the provisions of Section 5 hereof,
the original term of this Agreement shall be from January 1, 2001 to December
31, 2001.
Section 5. Extensions. This Agreement shall be extended on a
quarter-to-quarter basis after the expiration of its original term unless
written notification is given by Contran or Recipient thirty (30) days in
advance of the first day of each successive quarter or unless it is superseded
by a subsequent written agreement of the parties hereto.
Section 6. Limitation of Liability. In providing its Services hereunder,
Contran shall have a duty to act, and to cause its agents to act, in a
reasonably prudent manner, but neither Contran nor any officer, director,
employee or agent of Contran or its affiliates shall be liable to Recipient for
any error of judgment or mistake of law or for any loss incurred by Recipient in
connection with the matter to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
Contran.
Section 7. Indemnification of Contran by Recipient. Recipient shall
indemnify and hold harmless Contran, its affiliates and their respective
officers, directors and employees from and against any and all losses,
liabilities, claims, damages, costs and expenses (including attorneys' fees and
other expenses of litigation) to which Contran or any such person may become
subject arising out of the Services provided by Contran to the Recipient
hereunder, provided that such indemnity shall not protect any person against any
liability to which such person would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence on the part of such person.
Section 8. Further Assurances. Each of the parties will make, execute,
acknowledge and deliver such other instruments and documents, and take all such
other actions, as the other party may reasonably request and as may reasonably
be required in order to effectuate the purposes of this Agreement and to carry
out the terms hereof.
Section 9. Notices. All communications hereunder shall be in writing and
shall be addressed, if intended for Contran, to Three Lincoln Centre, 0000 XXX
Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, Attention: President, or such other
address as it shall have furnished to Recipient in writing, and if intended for
Recipient, to 0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000, Attention:
President, or such other address as it shall have furnished to Contran in
writing.
Section 10. Amendment and Modification. Neither this Agreement nor any term
hereof may be changed, waived, discharged or terminated other than by agreement
in writing signed by the parties hereto.
Section 11. Successor and Assigns. This Agreement shall be binding upon and
inure to the benefit of Contran and Recipient and their respective successors
and assigns, except that neither party may assign its rights under this
Agreement without the prior written consent of the other party.
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Section 12. Governing Law. This Agreement shall be governed by, and
construed and interpreted in accordance with, the laws of the state of Texas.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.
CONTRAN CORPORATION TREMONT CORPORATION
By: /s/ Xxxxxx X. Watson_______ By: /s/ X. Xxxxxx Martin__________________
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Xxxxxx X. Xxxxxx, President J. Xxxxxx Xxxxxx, Chairman of the Board,
President and Chief Executive Officer
