INTERCORPORATE SERVICES AGREEMENT
This INTERCORPORATE SERVICES AGREEMENT (the "Agreement"), effective as
of January 1, 2000, amends and supersedes that certain Intercorporate Services
Agreement effective as of January 1, 1999, by and between Titanium Metals
Corporation ("TIMET"), a Delaware corporation, and Tremont Corporation
("Tremont"), a Delaware corporation.
W I T N E S S E T H :
WHEREAS, employees and agents of TIMET and affiliates of TIMET, perform
certain management, financial, legal and administrative functions for Tremont;
and
WHEREAS, Tremont does not separately maintain the full internal
capability to perform all necessary management, financial, legal and
administrative functions which Tremont requires; and
WHEREAS, the cost of maintaining the additional personnel and
associated costs necessary to perform the functions provided for by this
Agreement would exceed the fee set forth in Section 3 of this Agreement; and
WHEREAS, the terms of this Agreement are no less favorable to Tremont
than could otherwise be obtained from a third party for comparable services; and
WHEREAS, Tremont desires to continue receiving the management,
financial, legal and administrative services presently provided by TIMET and
affiliates of TIMET, and TIMET is willing to continue to provide such services
under the terms of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual premises,
representations and covenants herein contained, the parties hereto mutually
agree as follows:
1. TIMET Services to be Provided. TIMET agrees to make available to
Tremont, upon request, the following services (the "TIMET Services") to
be rendered by the internal staff of TIMET and affiliates of TIMET:
(a) Consultation and assistance in the development and
implementation of Tremont's corporate business strategies,
plans and objectives.
(b) Consultation and assistance in management and conduct of
corporate affairs and corporate governance consistent with the
Certificate of Incorporation and By-Laws of Tremont.
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(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 Tremont.
(e) Consultation and assistance in tax management and
administration including; preparation and filing of tax
returns, tax reporting, examinations by government authorities
and tax planning.
(f) Consultation and assistance in legal matters.
(g) Administration of retiree benefit plans.
(h) Consultation and assistance in environmental regulation and
remediation.
(i) Such other services as reasonably may be requested by
Tremont and for which TIMET has the necessary staffing and
resources.
2. Scope of TIMET Services. The parties hereto contemplate that the TIMET
Services rendered in connection with the conduct of Tremont's business
will be on a scale compared to that existing on the 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. Tremont 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 TIMET assumes no
liability for any expenses or services other than those stated in
Section 1. In addition to the fee paid to TIMET by Tremont for the
TIMET Services provided pursuant to this Agreement, Tremont will
pay to TIMET the amount of out-of-pocket costs incurred by TIMET
in rendering such TIMET Services.
3. Fee for Services. Tremont agrees to pay to TIMET a fee of $73,408
quarterly, commencing as of January 1, 2000, pursuant to this
Agreement. Tremont will reimburse TIMET for the actual amount of
Services provided through an adjustment payment made within three
months of the close of each fiscal year in accordance with Exhibit A
attached hereto.
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4. Term. The term of this Agreement shall be from January 1, 2000 to
December 31, 2000.
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 TIMET or Tremont 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.
6. Limitation of Liability. In providing TIMET Services hereunder, TIMET
shall each have a duty to act, and to cause its agents to act, in a
reasonably prudent manner, but neither TIMET nor any officer, director,
employee or agent of TIMET or its respective affiliates shall be liable
to the other party hereunder for any error of judgment or mistake of
law or for any loss incurred by such party 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
TIMET.
7. Indemnification. Tremont shall indemnify and hold harmless TIMET, its
affiliates and its 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 TIMET may become subject out of the TIMET Services
provided by TIMET hereunder, provided that such indemnity shall not
protect TIMET against any liability to which TIMET would otherwise be
subject to by reason of willful misfeasance, bad faith or gross
negligence on the part of TIMET.
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.
9. Notices. All communications hereunder shall be in writing and shall be
addressed, if intended for TIMET, to 1999 Broadway, Suite 4300, Denver,
Colorado 80202, Attention: General Counsel, or such other address as it
shall have furnished to Tremont in writing, and if intended for
Tremont, to 1999 Broadway, Suite 4300, Denver, Colorado 80202,
Attention: General Counsel, or such other address as it shall have
furnished to TIMET in writing.
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.
11. Successor and Assigns. This Agreement shall be binding upon and inure
to the benefit of TIMET and Tremont 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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12. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of Colorado.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.
TITANIUM METALS CORPORATION
By: /s/ Robert E. Musgraves
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Robert E. Musgraves
Executive Vice President, General
Counsel and Secretary
TREMONT CORPORATION
By: /s/ J. Landis Martin
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J. Landis Martin
Chairman of the Board, President and
Chief Executive Officer
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