Exhibit 10.5
INTERCORPORATE SERVICES AGREEMENT
INTERCORPORATE SERVICES AGREEMENT effective as of January 1, 2000 by and
between Tremont Corporation ("Tremont"), a Delaware corporation, and NL
Industries, Inc. ("NL"), a New Jersey corporation.
WHEREAS, Tremont desires that NL provide certain services to Tremont, and
NL is willing to provide such services to Tremont pursuant to the terms of this
Agreement.
NOW, THEREFORE, in consideration of the premises and promises set forth
herein, the parties to this Agreement agree as follows:
1. Services Provided. NL will make available to Tremont the following
services (the "Services"):
(a) certain administration and management services with respect to
Tremont'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 Tremont's captive insurance
company;
(iv) coordination of property loss control program;
and
(v) administration of Tremont's insurance program, excluding
all employee benefit and welfare related programs.
(b) certain administration and management services with respect to
Tremont's real properties and interests;
(c) consultation and assistance in performing internal audit
projects, as requested; and
(d) 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.
2. Fees for Services and Reimbursement of Expenses. During the Term (as
defined below) of this Agreement, Tremont shall pay to NL an annual fee of
$77,700 (the "Annual Fee") for the Services described in paragraphs 1(a), 1(b),
and 1(d) above payable in quarterly installments of $19,425, plus all
out-of-pocket expenses incurred in connection with the performance of such
Services. In addition, Tremont will, within thirty (30) days after receipt of an
invoice (such invoices to occur no more frequently than once per month) pay to
NL an amount equal to the product of $500 multiplied by the number of days
devoted by NL's internal auditors to providing Services described in paragraph
1(c) above times the number of internal auditors providing such Services plus
all out-of-pocket expenses incurred in the performance of such Services.
Notwithstanding the foregoing, in the event that Tremont determines, in its sole
discretion, that it no longer desires certain of the Services or NL determines,
in its sole discretion, that it no longer desires to provide certain of the
Services, then Tremont or NL, as appropriate, shall provide the other party with
a thirty (30) day prior written notice of cancellation describing the Services
to be terminated or discontinued and Tremont and NL during such ninety-day
period shall agree to a pro-rata reduction of the fees due hereunder for such
terminated or discontinued Services.
3. Limitation of Liability. In providing Services hereunder, NL shall have
a duty to act, and to cause its agents to act, in a reasonably prudent manner,
but neither NL nor any officer, director, employee or agent of NL shall be
liable to Tremont or its subsidiaries for any error of judgment or mistake of
law or for any loss incurred by Tremont or its subsidiaries in connection with
the matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on the part of NL or from
NL's reckless disregard of obligations and duties under this Agreement.
4. Indemnification of NL by Tremont. Tremont shall indemnify and hold
harmless NL, its subsidiaries and their respective officers, directors and
employees from and against any and all losses, liabilities, claims, damages,
costs and expenses (including reasonable attorneys' fees and other expenses of
litigation) to which such party may become subject arising out of the provision
by NL to Tremont and its subsidiaries of any of the Services, provided that such
indemnity shall not protect any such party against any liability to which such
person would otherwise by subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations and duties hereunder.
5. Further Assurance. 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.
6. Notices. All communications hereunder shall be in writing and shall be
addressed to:
If to NL: NL Industries, Inc.
00000 Xxxxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: General Counsel
If to Tremont: Tremont Corporation
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attention: General Counsel
or such other address as the parties shall have specified in
writing.
7. Amendment and Modification. Neither this Agreement nor any item hereof
may be changed, waived, discharged or terminated other than by agreement in
writing signed by the parties hereto.
8. Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of the parties hereto,
provided that this Agreement may not be assigned by either of the parties hereto
without the prior written consent of the other party.
9. Miscellaneous. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. This Agreement constitutes the entire
agreement, and supersedes all prior agreements and understandings, both written
and oral, between the parties with respect to the subject matter hereof. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same
instrument. This Agreement shall be governed in all respects, including
validity, interpretation and affect, by the laws of the State of Texas.
10. Term of Agreement. This Agreement shall be effective as of January 1,
2000, and shall remain in effect for a term of one year until December 31, 2000
(the "Term"); provided, however, the Agreement shall be extended on a
quarter-to-quarter basis after the expiration of the Term unless written
notification is given by either party thirty (30) days in advance of the first
day of each successive quarter or unless it is terminated or superseded by a
subsequent written agreement of the parties hereto. Upon such termination or
upon the expiration of this Agreement, the parties' rights and obligations
hereunder shall cease and terminate except with respect to rights and
obligations arising on or prior to the date of expiration or termination and the
rights and obligations arising under paragraph 4 above.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the 12th day of May, 2000, which Agreement will be deemed to be effective as of
January 1, 2000.
NL INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Vice President
TREMONT CORPORATION
By: /s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
Vice President
