INTERCORPORATE SERVICES AGREEMENT
This INTERCORPORATE SERVICES AGREEMENT (the "Agreement"), effective as of
January 1, 1998, amends and supersedes that certain Intercorporate Services
Agreement effective as of January 1, 1997, 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.
(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 $83,854
quarterly, commencing as of January 1, 1998, 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.
4. Term. The term of this Agreement shall be from January 1, 1998 to December
31, 1998.
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.
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:
Robert E. Musgraves
Vice President, General Counsel and
Secretary
TREMONT CORPORATION
By:
J. Landis Martin
Chairman of the Board, President and
Chief Executive Officer
TIMET/TREMONT INTERCORPORATE SERVICES AGREEMENT--1998
TIMET Services
Worksheet
APPROXIMATE %
OF TRE/TMC
TIME DEVOTED ESTIMATED ESTIMATED
TO ANNUAL TREMONT
INDIVIDUAL(S) TREMONT EMPLOYMENT PORTION
MATTERS COST (1)
General business Lanny Martin 10% $1,305,000 $130,500
management/
strategic planning Pat Clark 10% $36,956 $3,696
Finance/accounting Tom Montgomery 10% $298,800 $29,880
Bill Kirschner 75% $91,335 $67,751
Tedi Smith 10% $39,253 $3,925
Legal Bob Musgraves 10% $354,568 $35,457
Joan Prusse 10% $161,302 $16,130
Secretary/Asst 10% $37,710 $3,771
.
Environmental Susan Stewart 20% $110,862 $22,172
Benefits HR Employee 50% $44,268 $22,134
administration
Total: $335,416
Quarterly: $83,854
Note:
(1) Estimated compensation for purposes of establishing quarterly charges.
Includes base salary, bonus at assumed "C"/20% ROE level
company performance (23.5% for Mr. Martin), and "exceeds expectations"
individual performance, if applicable, and a 20% rate for fringes
and other costs. Tremont will reimburse for the percentage shown of
each identified individual's (or successor's) actual compensation
plus 20% through an adjusting payment within three
months of the close of each fiscal year.