EXHIBIT 10.13
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 between NL INDUSTRIES, INC., a New
Jersey corporation ("NL"), and COMPX INTERNATIONAL INC., a Delaware corporation
("RECIPIENT").
RECITALS
A. NL provides Recipient certain occupancy and related office services
(the "OCCUPANCY AND RELATED OFFICE SERVICES"), which services include, without
limitation, office space that Recipient's personnel currently occupy at NL's
corporate offices at Two Greenspoint Plaza, 16825 Northchase Drive, Suite 1200,
Houston, Texas and mail, telecommunication, computer support, copying and other
reasonable office services related to such occupancy.
B. The terms of this Agreement are no less favorable to Recipient than
could otherwise be obtained from a third party for comparable services.
C. Recipient desires to continue receiving the Occupancy and Related
Office Services presently provided by NL and affiliates of NL and NL 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. NL agrees to make available to
Recipient the following services (the "SERVICES") to be rendered by the internal
staff of NL and affiliates of NL:
(a) the Occupancy and Related Office Services; and
(b) such other services as may be requested by Recipient or deemed
necessary and proper from time to time.
SECTION 2. MISCELLANEOUS SERVICES. It is the intent of the parties hereto
that NL provide only the Services requested by Recipient in connection with
routine administrative 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 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, and it is expressly understood
that NL assumes no liability for any expenses or services other than those
stated in SECTION 1. In addition to the fee paid to NL by Recipient for the
Services provided pursuant to this Agreement, Recipient will pay to NL the
amount of out-of-pocket costs incurred by NL in rendering such Services.
SECTION 3. FEE FOR SERVICES.. Recipient agrees to pay to NL $10,937.50
quarterly, commencing as of January 1, 1998, 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, 1998 to December
31, 1998.
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 NL 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,
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 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 NL.
SECTION 7. INDEMNIFICATION OF NL BY RECIPIENT.. Recipient shall indemnify
and hold harmless NL, 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 such party may become subject to arising out of the Services provided
by NL to Recipient hereunder, PROVIDED that such indemnity shall not protect any
person against any liability to which such person would otherwise be subject to
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 NL, to Two Greenspoint Plaza, 16825
Northchase Drive, Suite 1200, Houston, Texas 77060, Attention: President, or
such other address as it shall have furnished to Recipient in writing, and if
intended for Recipient, to Two Greenspoint Plaza, 16825 Northchase Drive, Suite
1200, Houston, Texas 77060, Attention: Chairman of the Board, or such other
address as it shall have furnished to NL 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. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and inure to the benefit of NL 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.
NL INDUSTRIES, INC.
By:
J. LANDIS MARTIN
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
COMPX INTERNATIONAL INC.
By:
JOSEPH S. COMPOFELICE
CHAIRMAN OF THE BOARD AND CHIEF
EXECUTIVE OFFICER