EXHIBIT 10.42
EXHIBIT C
INTERCORPORATE SERVICES AND REIMBURSEMENT AGREEMENT
INTERCORPORATE SERVICES AND REIMBURSEMENT AGREEMENT effective as of
January 1, 1996, 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, as provided in 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 and its
subsidiaries 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.
d. certain executive secretarial and administrative services.
2. Fees for Services and Reimbursement of Expenses. Tremont shall pay to
NL an annual fee of $88,400 (the "Annual Fee") for the Services described in
paragraphs 1.a, 1.b , and 1.d above payable in quarterly installments of $22,100
during the term of this Agreement plus all out-of-pocket expenses incurred in
connection with the performance of such Services. In addition, Tremont will pay
to NL within thirty (30) days after receipt of an invoice (such invoices to
occur no more frequently than once per month)
1
an amount equal to the product of $600 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; provided,
however, 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 ninety (90)
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 by
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.
2
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,
1996, and shall remain in effect until December 31, 1996, subject to a renewal
by mutual written agreement for succeeding one-year terms commencing January 1,
1997. This Agreement may be terminated at any time by mutual consent of the
parties and by either party upon ninety (90) days prior written notice to the
other party. 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 24th day of July, 1996, which Agreement will be deemed to be effective as of
January 1, 1996.
NL INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Vice President
TREMONT CORPORATION
By: /s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
Vice President
3
