October 5, 1998
A D V A N C E A G R E E M E N T
WHEREAS, Contran Corporation ("Contran"), a Delaware corporation and
Tremont Corporation, a Delaware corporation ("Tremont"), desire to enter into an
agreement whereby they can periodically receive money from and advance money to
each other, and can make periodic repayments on any advances outstanding:
NOW THEREFORE, for and in consideration of the mutual promises, obligations
and undertakings set forth herein, the parties make the following agreement:
1. The undersigned parties agree that all sums advanced by Contran to
Tremont or sums advanced by Tremont to Contran, shall be netted and that the
balance outstanding under this Agreement shall be at any time the net amount of
advances and repayments.
2. The undersigned parties further agree that the unpaid principal
balances from time to time outstanding shall bear interest at a rate per annum
equal to the base rate as publicly announced from time to time by Bank One,
Texas, NA, less one half of one percent.
3. Within five (5) days of written demand being made by the party having a
principal amount receivable (current obligee), the party having a principal
amount payable (current obligor) will pay the amount demanded up to the total
amount outstanding to the current obligee at the office of the current obligee
or such other location as may be designated by the current obligee.
4. The undersigned parties agree that all indebtedness under this
Agreement is and shall be subordinate to the prior payment in full of all
indebtedness for borrowed money under any other agreements whether outstanding
on the date hereof or hereafter created or incurred, and renewals, extensions
and refunding of such indebtedness.
5. The undersigned parties agree that this Agreement, shall be maintained
in the office of Contran. Contran agrees that this Agreement shall be made
available for inspection by the parties hereto at any time.
6. The undersigned parties agree and do waive all requirements of
presentment, notice of dishonor or protest for the nonpayment of the unpaid
balance under this Agreement. If the unpaid balance under this Agreement is not
paid within five (5) days after demand has been made for the payment of the same
and the current obligee places the matter with an attorney for collection or a
suit is instituted to enforce payment, the current obligor agrees to pay all
costs of collection and reasonable attorney's fees incurred by the current
obligee in connection herewith. The parties further agree that any applicable
statute of limitation shall not commence running against the current obligee
until five (5) days after written demand has been made for payment in full.
7. The parties agree that the rights, privileges and obligations created
by this Agreement are not assignable or otherwise transferable. This Agreement
shall be terminable by either party five (5) days written notice of termination
is delivered to the other party. The current obligor shall, upon termination,
pay all principal and interest due under this Agreement to the current obligee.
Executed as of the date first written above.
CONTRAN CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------
Xxxxxx X. Xxxxxxxx
Vice President
TREMONT CORPORATION
By: /s/ J. Xxxxxx Xxxxxxxxxx, Xx.
------------------------------
J. Xxxxxx Xxxxxxxxxx, Xx.
Vice President
