Exhibit 10.3
INTERCORPORATE SERVICES AGREEMENT
This INTERCORPORATE SERVICES AGREEMENT (the "Agreement"), effective as of
January 1, 2003, is between TITANIUM METALS CORPORATION, a Delaware corporation
("TIMET"), and TREMONT LLC, a Delaware limited liability company. ("Recipient").
Recitals
A. Employees and agents of TIMET perform management, legal, environmental,
financial, OPEB and administrative functions for Recipient without direct
compensation from Recipient.
B. Recipient does not separately maintain the full internal capability to
perform all necessary management, legal, environmental, financial, OPEB and
administrative functions that Recipient requires.
C. The cost of maintaining the additional personnel by Recipient 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.
D. Recipient desires to continue receiving the management, legal,
environmental, financial, OPEB and administrative services presently provided by
TIMET and TIMET 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. TIMET agrees to make available to
Recipient, upon request, the following services (the "Services") to be rendered
by the internal staff of TIMET and affiliates of TIMET:
(a) Consultation, and assistance with respect to certain of
Recipient's real properties and interests including environmental matters
pertaining thereto;
(b) Consultation and assistance in maintenance of financial records
and controls;
(c) Consultation and assistance in with respect to the administration
and audit of Recipient's retiree medical plan;
(d) Consultation and assistance with respect to abandoned property,
including, without limitation, preparation and filing of reports with
government authorities; and
(e) Such other services as Recipient may request from time to time.
Section 2. Miscellaneous Services. It is the intent of the parties hereto
that TIMET 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 effective 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 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 Recipient for the Services provided pursuant to this Agreement,
Recipient will pay to TIMET the amount of out-of-pocket costs incurred by TIMET
in rendering such Services.
Section 3. Fee for Services. Recipient agrees to pay to TIMET $28,705
quarterly on the first business day of each quarter, commencing as of April 1,
2003, 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 April 1, 2003 to December 31,
2003.
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 TIMET 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,
TIMET shall 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 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 TIMET.
Section 7. Indemnification of TIMET by Recipient. Recipient shall indemnify
and hold harmless TIMET, 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 TIMET or any such person may become subject arising out of the Services
provided by TIMET to the Recipient hereunder, provided that such indemnity shall
not protect any person against any liability to which such person would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence on the part of such person.
Section 8. Confidentiality. Except as otherwise required by applicable law,
each of the parties agrees that it will maintain in confidence all confidential
information regarding the other party supplied to it in the course of the
performance of this Agreement.
Section 9. 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 10. 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: President or such other address as it shall have
furnished to Recipient in writing, and if intended for Recipient, to Three
Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240, Attention:
President, or such other address as it shall have furnished to TIMET in writing.
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Section 11. 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 12. Successor and Assigns. This Agreement shall be binding upon and
inure to the benefit of TIMET 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 13. 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.
TITANIUM METALS CORPORATION TREMONT LLC
By: /s/ J. Landis Martin By: /s/ Steven L. Watson
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J. Landis Martin, Chairman of the Board, Steven L. Watson, President
President and Chief Executive Officer
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