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INTERCORPORATE SERVICES AGREEMENT
This INTERCORPORATE SERVICES AGREEMENT (the "Agreement"), effective
as of January 1, 1994, is entered into by and between CONTRAN CORPORATION
("Contran"), a Delaware corporation, and NL INDUSTRIES, INC. ("Recipient"), a
New Jersey corporation.
W I T N E S S E T H:
WHEREAS, Harold C. Simmons, 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 and
the Chairman of the Board of Recipient, without direct compensation from
Recipient; and
WHEREAS, Recipient does not separately maintain the full internal
capability to perform all necessary advisory functions which Recipient
requires; and
WHEREAS, the cost of engaging the advisory services of someone
possessing Mr. Simmons' 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; and
WHEREAS, Recipient desires to continue receiving the advisory
services of Harold C. Simmons which in the past have been provided by Contran
indirectly, pursuant to certain intercorporate services agreements between the
Recipient and Valhi, Inc., an affiliate of Contran, and Contran is willing to
continue to provide such services directly 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. Services to be Provided: Contran agrees to make available to
Recipient, upon request, the following services (the "Services") to
be rendered by Harold C. Simmons:
(a) Consultation and assistance in the development and
implementation of Recipient's corporate business
strategies, plans and objectives.
(b) Such other services as may be requested by Recipient or
deemed necessary and proper from time to time.
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(c) This Agreement does not apply to and the Services provided
for herein do not include any services which Harold C.
Simmons may provide to Recipient in his role as a director
on Recipient's Board of Directors, as Chairman of such
Board of Directors or any other activity related to such
Board of Directors.
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 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.
3. Fee for Services: Recipient agrees to pay to Contran $95,000.00
quarterly, commencing as of January 1, 1994, pursuant to this
Agreement.
4. Original Term: Subject to the provisions of Section 5 hereof, the
original term of this Agreement shall be from January 1, 1994 to
December 31, 1994.
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.
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
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this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of Contran.
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 such party
may become subject to arising out of the Services provided by Contran
to Recipient hereunder, provided that such indemnity shall not
protect any such party against any liability to which such person
would otherwise be subject to by reason of willful misfeasance, bad
faith or gross negligence.
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 Contran, to Three Lincoln Centre, 5430
LBJ Freeway, Suite 1700, Dallas, Texas 75240, Attention: President,
or such other address as it shall have furnished to Recipient in
writing, and if intended for Recipient, to 3000 North Sam Houston
Parkway East, Houston, TX 77032, Attention: President or such other
address as it shall have furnished to Contran 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 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.
12. Governing Law: This Agreement shall be governed by, and construed
and interpreted in accordance with, the laws of the State of Texas.
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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/ Michael A. Snetzer
_______________________
Michael A. Snetzer
President
NL INDUSTRIES, INC.
By: /s/ J. Landis Martin
_______________________
J. Landis Martin
President and
Chief Executive Officer
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