INTERCORPORATE SERVICES AGREEMENT
This INTERCORPORATE SERVICES AGREEMENT (the "~Agreement~"), effective as of
January 1, 1999, amends and supersedes that certain Intercorporate Services
Agreement effective as of January 1, 1998 between CONTRAN CORPORATION, a
Delaware corporation ("~Contran~"), and TREMONT CORPORATION, a Delaware
corporation. ("~Recipient~").
RECITALS
A. Xxxxxx X. Xxxxxxx, an employee of Contran and a director and the
Chairman of the Board of Recipient, performs certain advisory functions for
Recipient, which functions are unrelated to his function as a director of
Recipient, without direct compensation from Recipient.
B. Recipient does not separately maintain the full internal capability to
perform all necessary advisory functions that Recipient requires.
C. The cost of engaging the advisory services of someone possessing Xx.
Xxxxxxx' expertise and the cost of maintaining the personnel 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 advisory services of
Xxxxxx X. Xxxxxxx 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 Xxxxxx X. Xxxxxxx:
(a) Consultation and assistance in the development and implementation
of Recipient's corporate business strategies, plans and objectives; and
(b) 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 may provide to Recipient in his role
as a director on 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.
SECTION 3. ~FEE~FOR~SERVICES~. Recipient agrees to pay to Contran
$245,000 quarterly, commencing as of January 1, 1999, 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, 1999 to
December 31, 1999.
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.
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
By:/s/Xxxxxx X. Xxxxxx
~Xxxxxx~L.~Xxxxxx,~President~
TREMONT CORPORATION
By:/s/ J. Xxxxxx Xxxxxx
~J.~Xxxxxx~Xxxxxx,~Chairman~of~the~Board,~P
resident~and~Chief~Executive~Officer~
