exhibit105.htm


    
      
         


      

       

      
         


        
          EXHIBIT
10.5

        

      

    


    
      	 
      	
              Prepared by and Return to:

              Buchanan Ingersoll & Rooney
      PC

              1835 Market Street, 14th Floor

              Philadelphia,
      PA 19103

              Attn:  Frederick
      H. Masters, Esq.

              Telephone:
      215.665.8700

            


    

    


    


    


    


    
      


    

    INTERCREDITOR, SUBORDINATION
AND STANDSTILL AGREEMENT

    


    


    THIS
INTERCREDITOR, SUBORDINATION AND STANDSTILL AGREEMENT (this “Agreement”) is made and
entered into as of October 15, 2008, by NL INDUSTRIES, INC., a New Jersey
corporation (“NL”) and
NL ENVIRONMENTAL MANAGEMENT SERVICES, INC., a New Jersey Corporation (“NL EMS”, and together with NL,
jointly and severally, the “NL
Companies”); and BANK OF AMERICA, N.A., a national banking association
(“Administrative Agent”)
on behalf of itself and the other financial institutions, now or hereinafter,
party to the Loan Agreement (as defined below) (together with Administrative
Agent collectively, the “Banks”); and acknowledged and
consented to by SAYREVILLE SEAPORT ASSOCIATES, L.P., a Delaware limited
partnership (“Borrower”)
and J. BRIAN O'NEILL.

    


    R E C I T
A L S:

    


    A.         The
Banks have extended a loan (the “Bank Loan”) to Borrower in the
amount of Seventy Million Dollars ($70,000,000.00) evidenced by those certain
mortgage notes in the aggregate amount of Seventy Million Dollars
($70,000,000.00), each of even date herewith, made by Borrower and payable to
the order of each of the Banks (as such mortgage notes may be renewed, extended,
modified, amended or restated from time to time, collectively, the “Bank Notes”).

    


    B.         The
Bank Notes and the total indebtedness evidenced thereby are secured by that
certain Leasehold Mortgage, Assignment, Security Agreement and Fixture Filing
dated of even date herewith, executed by Borrower in favor of Administrative
Agent and the other Banks, which shall be recorded in the Official Records of
Middlesex County, New Jersey (the “Official Records”) (as amended, supplemented,
modified, restated, renewed or extended from time to time, the “Mortgage”), granting a first
priority lien on and/or security interest in the "Property" (as defined in the
Mortgage), including, without limitation, the land and any improvements situated
thereon, which land is more particularly described in Exhibit
A attached hereto and incorporated herein.  The Bank Notes, the
Mortgage and any loan agreement, security agreement, pledge agreement, UCC
financing statements, environmental indemnity agreement, guaranty agreements
(including, without limitation that certain Guaranty Agreement of even date
herewith from J. BRIAN O'NEILL in favor of Administrative Agent and the other
Banks (the "Bank Guaranty")), any Swap Contract (as defined in the Mortgage) or
any assignment of architect's agreement, construction contract or other
contracts or subcontracts or any other document or modification now or hereafter
executed in connection therewith are herein referred to collectively as the
“Bank Loan
Documents.”

    


    C.         NL
Companies have extended a loan (the “NL Loan”) to Borrower in the
amount of Fifteen Million Dollars ($15,000,000.00) evidenced by that certain
mortgage note in the amount of Fifteen Million Dollars ($15,000,000.00), dated
of even date herewith, made by Borrower and payable to the order of NL Companies
(as such mortgage note may be renewed, extended, modified, amended or restated
from time to time, with the prior written consent of Administrative Agent, the
“NL  Note”)
and secured by that certain Leasehold Mortgage, Assignment, Security Agreement
and Fixture Filing dated of even date herewith, executed by Borrower in favor of
the NL Companies, which shall be recorded in the Official Records (as amended,
supplemented, modified, restated, renewed or extended from time to time, the
“Subordinate Mortgage”),
granting a second priority lien on and security interest in the Property and a
Guaranty Agreement of even date herewith from J. BRIAN O'NEILL to NL Companies
(the "NL Guaranty").  The NL Note, Subordinate Mortgage and NL
Guaranty are herein referred to collectively as the "NL Loan
Documents".

    


    D.         The
Bank Loan Documents contain restrictions on Borrower's ability to incur
additional indebtedness, arrange for guarantees of such indebtedness and place
liens on the Property.  Banks are unwilling to make the Bank Loan
unless NL Companies agree to subordinate and make inferior:  (i) the
right, title, security interest, lien and interest created by the Subordinate
Mortgage and the other NL Loan Documents to the right, title, security interest,
lien and interest of the Bank Mortgage and the other Bank Loan Documents; and
(ii) except as hereinafter provided in Section 4(b) and 4(c) below, NL
Companies' rights to receive any payments under or on account of the NL Loan
Obligations to Banks' rights to receive payments under or on account of the Bank
Loan Obligations.

    


    E.         This
Agreement shall be recorded in the Official Records.

    


    NOW
THEREFORE, for and in consideration of the mutual covenants hereinafter set
forth and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Administrative Agent, on behalf of itself and the
other Banks, and NL Companies hereby agree as follows:

    


    1.         Recitals
Incorporated.  The recitals set forth hereinabove are
incorporated herein by reference to the same extent and with the same force and
effect as if fully set forth hereinbelow, provided, however, that such recitals
shall not be deemed to modify the express provisions hereinafter set
forth.

    


    2.         Definitions.  The
following terms shall have the meanings indicated below:

    


    “Bank
Loan” or “Bank Loan
Obligations”
means all present and future indebtedness, obligations and liabilities of
Borrower under the Bank Loan Documents, including (a) all principal (including
principal which is borrowed, repaid and reborrowed), interest (including
interest accruing subsequent to, and interest that would have accrued but for,
the filing of any petition under any bankruptcy, insolvency or similar law or
the commencement of any Proceeding), default interest, late charges, prepayment
fees, expenses, fees, other reimbursements, Swap Contracts, indemnities and
other amounts payable thereunder, in each case whether now or hereafter arising,
direct or indirect, primary or secondary, joint, several or joint and several,
liquidated or unliquidated, final or contingent, and whether incurred as maker,
endorser or otherwise; (b) all indebtedness arising from all present and future
optional or obligatory advances under the Bank Notes or any other Bank Loan
Document, (c) all indebtedness, obligations and liabilities arising under any
and all amendments, modifications, extensions, renewals, refinancing or
refundings of any of the Bank Loan Documents, and (d) all indebtedness,
obligations and liabilities under Protective Advances.  To the extent
any payment on any of the Bank Loan Obligations, whether by or on behalf of
Borrower, as proceeds of security or enforcement of any right of setoff or
otherwise, is recovered by or required to be paid over to Borrower or a
receiver, trustee in bankruptcy, liquidating trustee, agent or other Person in a
Proceeding, such Bank Loan Obligation or any part thereof originally intended to
be satisfied by such payment shall be deemed to be reinstated and outstanding as
if such payment had not occurred.  All outstanding Bank Loan
Obligations shall be and remain Bank Loan Obligations for all purposes of this
Agreement, regardless of whether they are allowed, not allowed or subordinated
in any Proceeding.

    


    “Bank Loan
Documents” is
defined in Recital B.

    


    “Bank
Notes” is defined
in Recital A.

    


    "Loan
Agreement" means
that certain Loan Agreement, dated of event date herewith, by and among the
Banks and Borrower evidencing the Bank Loan, as the same may be amended,
supplemented, modified, restated, renewed or extended from time to
time.

    


    "Loan
Pay-off Capital Contribution" has the meaning set forth in
the Multi-Party Agreement.

    


    “Mortgage” is defined in Recital
B.

    


    "Multi-Party
Agreement" means
that certain Multi-Party Agreement of even date herewith by and among Borrower;
SAYREVILLE SEAPORT ASSOCIATES ACQUISITION COMPANY, LLC, a Delaware limited
liability company and general partner of the Borrower; OPG PARTICIPATION, LLC, a
Pennsylvania limited liability company and limited partner of the Borrower; J.
BRIAN O'NEILL; NL COMPANIES; SAYREVILLE PRISA II LLC, a Delaware limited
liability company; and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, an insurance
company organized under the laws of the State of  New Jersey, acting
solely on behalf of, for the benefit of, and with its liability limited to the
assets of its insurance company separate account known as PRISA II.

    


    “NL
Loan” or “NL Loan
Obligations”
means all indebtedness, obligations and liabilities of Borrower under the NL
Loan Documents, including all principal, interest (including interest accruing
subsequent to, and interest that would have accrued but for, the filing of any
petition under any bankruptcy, insolvency or similar law or the commencement of
any Proceeding), default interest, late charges, prepayment fees, expenses,
fees, reimbursements, indemnities and other amounts payable thereunder, in each
case whether now or hereafter arising, direct or indirect, primary or secondary,
joint, several or joint and several, liquidated or unliquidated, final or
contingent and whether incurred as a maker, endorser, guarantor or
otherwise.

    


    “NL Loan
Documents” is
defined in Recital C.

    


    “NL
Note” is defined
in Recital C.

    


    “Person” means any person,
individual, sole proprietorship, partnership, joint venture, corporation,
limited liability company, unincorporated organization, association,
institution, entity, party, including any government and any political
subdivision, agency, or instrumentality thereof.

    


    "Power of
Attorney" is
defined in Section 15 hereof.

    


    "PRISA II
Account" has the
meaning set forth in the Multi-Party Agreement.

    


    “Proceeding” means (a) any voluntary or
involuntary case, action or proceeding before any court or other governmental
authority relating to bankruptcy, reorganization, insolvency, liquidation,
receivership, dissolution, winding-up or relief of debtors, or (b) any general
assignment for the benefit of creditors, composition, marshaling of assets for
creditors, or other, similar arrangement in respect of its creditors generally
or any substantial portion of its creditors; undertaken under U.S. Federal,
state or foreign law, including the Bankruptcy Code.

    


    “Property” means, collectively, the
real property and all other property (whether real, personal or otherwise)
described in the Mortgage.

    


    “Protective
Advances” means
any and all sums advanced or expended by Administrative Agent (whether deemed
optional or obligatory advances, or otherwise) which Administrative Agent deems
necessary or appropriate (a) to repair, maintain, remediate or otherwise protect
the Property or to prevent waste or destruction or to pay or prevent liens or to
defend Borrower’s title or the lien priority of the Mortgage, (b) to pay taxes,
assessments or insurance premiums in respect of the Property or to otherwise
protect security interest of the Banks in the Property and any other collateral
for the Bank Loan Obligations, or (c) in connection with Administrative Agent's
review, protection or exercise of its rights or remedies under the Bank Loan
Documents.

    


    "Prudential"
means The Prudential Insurance Company of America, an insurance company
organized under the laws of the State of  New Jersey, acting solely on
behalf of, for the benefit of, and with its liability limited to the assets of
its insurance company separate account known as PRISA II.

    


    “Swap
Contracts” has
the meaning set forth in the Mortgage.

    


    3.         Subordination.  Each
of the NL Companies, for itself and its successors and assigns (including,
without limitation, all subsequent holders of the NL Note and the Subordinate
Mortgage) does hereby subordinate (a) the Subordinate Mortgage and all other NL
Loan Documents, (b) its right to any payment of any of the NL Loan Obligations,
including any and all payments under the NL Guaranty, except as hereinafter
provided in Section 4(b) and/or 4(c) below and (c) all of its right, title,
security interest, lien, and interest in and to the Property and any other
collateral for the Bank Loan and all sales proceeds, proceeds from insurance or
condemnation, other proceeds, rents, issues, and profits therefrom, to (i) the
Mortgage and all other Bank Loan Documents, (ii) the payment of all of the
Bank Loan Obligations, including all rights to payment under and pursuant to the
Bank Guaranty  and (iii) all of the right, title, security interest,
lien and interest held by Administrative Agent and/or any of the Banks and their
respective successors and assigns (including, without limitation, all subsequent
holders of a Bank Note and the Mortgage), in and to the Property and any other
collateral and all sales proceeds, proceeds from insurance or condemnation,
other proceeds, rents, issues, and profits therefrom, under and pursuant to (X)
the Bank Notes, (Y) the Mortgage, and (Z) all other Bank Loan Documents, and any
and all extensions, renewals, modifications, and replacements
thereof.  From and after the date hereof, all of the documents,
indebtedness, right to payment, title, security interest, lien, right and
interest described in clauses (a), (b) and (c) hereinabove shall be subject and
subordinate to all of the documents, indebtedness, right to payment, title,
security interest, lien, right and interest described in clauses (i), (ii) and
(iii) hereinabove.

    


    4.         Permitted Scheduled Interest
Payments; Permitted Multi-Party Payment.  Each of the NL
Companies, for itself and its successors and assigns (including, without
limitation, all subsequent holders of the NL  Note and the Subordinate
Mortgage) does hereby agree that, notwithstanding anything provided in the NL
Loan Documents to the contrary, so long as the Bank Loan Obligations remain
outstanding, unless Administrative Agent shall consent in writing:

    


    (a)         No
Payments.  Except as provided in (b) and/or (c) below, no
payment of principal, interest, fees or other amounts shall be made or accepted
on account of the NL Loan Obligations at any time when any amount of the Bank
Loan Obligations remains unpaid or unsatisfied.

    


    (b)         Permitted Scheduled
Payments.  NL Companies may collect and receive from Borrower
Permitted Scheduled Payments on account of the NL Loan Obligations on a monthly
basis as the same come due. As used herein “Permitted Scheduled Payments” means
the regularly scheduled monthly payment of interest due and payable under the NL
Note based on the outstanding principal sum of the NL Note, not to exceed a
maximum principal sum of $15,000,000, and the non-default interest rate provided
for in the NL Note, being no greater than the non-default interest rate
specified in the Bank Notes.  Without any obligation to NL Companies
with respect to the same, Administrative Agent acknowledges to NL Companies that
within the Bank Loan there is budgeted the sum of $1,991,714 as interest on the
NL Note. NL Companies acknowledges that such sum is not being held in trust,
"set-aside" funds, collateral or escrowed for or with respect to the interest
due under the NL Note and neither Administrative Agent nor any of the Banks have
any obligation or duty to NL Companies  with respect to or for the
same or the payment of interest under the NL Note and NL Companies releases any
and all claims against Administrative Agent and Banks with respect to the
same.

    


    (c)         Payment by Prudential under
the Multi-Party Agreement. NL Companies shall be permitted to receive
payment of the Loan Pay-off Capital Contribution from Prudential pursuant to and
in accordance with the Multi-Party Agreement.

    


    (d)         No Prepayment or Other
Payment.  Except as provided for in Section 4(b) and/or (c)
above, until the Bank Loan Obligations have been paid and performed in full, no
payment or prepayment of any kind may be made to NL Companies with respect to
the NL Loan Obligations.

    


    (e)         Payments Held In Trust For
Banks.  In the event at any time that any payment is made to NL
Companies on account of the principal, interest, fees, or other amounts on or
with respect to the NL Loan Obligations, including any payments received under
the NL  Guaranty, which is not permitted under this Agreement, such
payment shall be held by NL Companies in trust for the benefit of the Banks and
shall be paid forthwith over and delivered to Administrative Agent for
application to the payment of all of the  Bank Loan Obligations
remaining unpaid.

    


    5.         Limitation on NL Companies
Acts/Multi-Party Agreement/Appointment of Agency.

    


    (a)              Notwithstanding
anything to the contrary in any of the NL Loan Documents, so long as any of the
Bank Loan Obligations remain outstanding, NL Companies shall have no rights,
power or authority to exercise any rights, remedies or privileges under or
pursuant to any of the NL Loan Documents or against Borrower or J. Brian
O'Neill, or his heirs, successors or assigns, under or pursuant to the NL
Guaranty. Without limitation, the forgoing shall include the exercise of any
approval or consent rights or options; the granting of any consents or
approvals; the making of any determinations or elections; the exercise of any
right or remedy upon a Default occurring under any of the NL Loan Documents,
including, without limitation, acceleration, foreclosure, collection, set-off or
the bringing of any legal or equitable action under any of the Mortgage, the NL
Note, the NL Guaranty, the Uniform Commercial Code or any other applicable laws,
provided NL Companies shall be entitled to declare and give notice of such
Default; or the collection of any default interest or late
fees.  Nothing herein however, shall limit or prohibit NL Companies
from demanding and receiving payment from Prudential under and pursuant to the
Multi-Party Agreement and pursue its rights and remedies thereunder in
accordance with the terms of the Multi-Party Agreement.

    


    (b)              NL
Companies agrees that so long as any of the Bank Loan Obligations remain
outstanding, Administrative Agent is hereby irrevocably appointed agent for NL
Companies under and pursuant to the Mortgage and NL Note and Administrative
Agent is hereby authorized, permitted and empowered to take and/or perform any
and all actions for, on behalf and in the name of NL Companies with respect to
the Mortgage, NL Note, and the NL Loan Obligations with the same force and
effect as if NL Companies had taken the same and NL Companies shall be bound by
any and all such acts and actions and releases Administrative Agent and Banks
from any and all claims and liability with respect to the same, except no
release is hereby given for the willful misconduct by Administrative Agent or
the willful misconduct of any of the Banks.  Without limitation, the
forgoing power and authority of Administrative Agent to act for and on behalf of
NL Companies shall include the exercise of any approval or consent rights or
options; the granting of any consents or approvals; the making of any
determinations or elections; the extension of the Maturity Date (as defined in
the NL Note) in accordance with the terms of the NL Note.  NL
Companies agrees that if the event the Bank Notes are extended for one (1) year
as provided for therein, the Maturity Date of the NL Note shall be automatically
extended for one (1) year, on a one time basis only and Administrative Agent and
Banks have no power or authority to extend the Maturity Date of the NL Note
beyond the one (1) year extension.. NL Companies further acknowledges that it
has executed and delivered the Power of Attorney as provided for in section 15
and Administrative Agent is authorized to act for and on behalf of NL Companies
pursuant to the same.

    


    (c)              Nothing
in this Agreement shall alter or modify NL Companies' right to exercise its
rights under  section 2 of the Multi-Party Agreement.

    


    6.           Responsibility of
Administrative Agent and Banks.

    


    (a)         The
rights granted to Administrative Agent on behalf of itself and the other Banks
hereunder are solely for its protection and nothing herein contained shall
impose on Administrative Agent any duties with respect to Borrower, NL Companies
and/or the Property.  Neither the Administrative Agent nor any of the
Banks shall be liable to either the Borrower or NL Companies for (i) any failure
or defect of title to the Property, (ii) any failure to perfect the lien of the
Mortgage, (iii) any defect in any collateral realization or the exercise of any
right or remedy by Administrative Agent or (iv) any other act, action, omission,
matter or occurrence relating to the Property, the Mortgage, the NL Note, PRISA
II or the Multi-Party Agreement.

    


    (b)           Neither
the Administrative Agent nor any of the Banks is responsible for the
sufficiency, validity or enforceability of the Mortgage or any other documents
related thereto.  The Administrative Agent shall not be deemed to be
in a relation of trust or confidence with NL Companies  by reason of
this Agreement, and shall not owe any fiduciary, trust or other special duties
to NL Companies by reason of this Agreement.

    


    7.         Administrative Agent’s
Freedom of Action.  NL Companies agree that subject to the
terms of the Bank Loan Documents, Administrative Agent on behalf of itself and
the other Banks, may at any time and from time to time, without notice to or the
consent of NL Companies, and without affecting the agreements herein made by NL
Companies, do any one or more of the following in Administrative Agent's sole
and absolute discretion:

    


    (a)         Extend,
renew, modify, amend or waive any of the terms of any of the Bank Loan
Documents, including, without limitation, any payment provisions under any of
the Bank Loan Documents.

    


    (b)         Make
such Protective Advances as Administrative Agent may deem appropriate (it being
understood that neither Administrative Agent nor any of the Banks have in any
way committed to make any such advance).  The amount of any Protective
Advance made by Administrative Agent shall be added to and shall increase the
Bank Loan Obligations and shall be secured by the Bank Loan Documents, including
the Mortgage, and the NL Loan Documents and the Subordinate Mortgage shall be
subordinate to the same in all respects as provided for in this
Agreement.

    


    (c)         Apply
any sums received from Borrower, any guarantor, endorser, or cosigner, or from
the disposition of any of the Property or any other collateral or security, to
any indebtedness whatsoever owing from such Person or secured by the Property or
such collateral or security, in such manner and order as Administrative Agent
determines in its sole discretion, and regardless of whether such indebtedness
is part of the Bank Loan Obligations, is secured, or is due and payable. Add or
substitute, or take any action or omit to take any action which results in the
release of any endorser, guarantor or any collateral or security.

    


    (d)         Make
loans or advances to Borrower secured in whole or in part by the Mortgage or
refrain from making any such loans or advances.

    


    (e)         Accept
partial payments of, compromise or settle, refuse to enforce, or release all or
any parties to, any or all of the Bank Loan Obligations.

    


    (f)         Settle,
release (with or without receipt of consideration therefor, and whether by
operation of law or otherwise), compound, compromise, collect or liquidate any
of the Bank Loan Obligations in any manner permitted by applicable
law.

    


    (g)         Accept,
release (with or without receipt of consideration), waive, surrender, enforce,
exchange, modify, impair or extend the time for the performance, discharge or
payment of, any and all property of any kind securing any or all of the Bank
Loan Obligations or any guaranty of any or all of the Bank Loan Obligations, or
on which Banks at any time may have a lien, or refuse to enforce its rights or
make any compromise or settlement or agreement therefor in respect of any or all
of such property. Administrative Agent and none of the Lenders are under and
shall not hereafter be under any obligation to marshal any assets in favor of NL
Companies, or against or in payment of any or all of the NL Loan Obligations,
and may proceed against any of the Property or any other collateral in such
order and manner as it elects.

    


    All such
actions, rights and matters set forth in (a) through (g) above shall be senior
in all respects to the NL Loan Obligations and the NL Loan Documents which shall
automatically be subordinate to such actions, rights and matters set forth in
(a) through (g) above.  Third parties including title insurance
companies insuring the priority of the Bank Loan Documents are hereby authorized
to rely upon this provision as to the priority of such matters without
requirement to confirm such senior position from NL Companies.

    


    


    8.         No Transfer of NL Loan;
Refinancing.  NL Companies agree that they shall not sell,
assign, pledge, encumber or otherwise transfer any portion of its interest in
the NL Loan Documents without the prior written consent of Administrative Agent,
such consent to be in Administrative Agent sole discretion, provided however, NL
Companies shall be permitted to assign and transfer in whole the NL Loan
Documents and the Multi-Party Agreement to: (i)  any one or more of
the Banks or an Affiliate of a Bank (as the term "Affiliate" is defined in the
Loan Agreement) or (ii) a corporation or limited liability company which is
"controlled" (as hereinafter defined) by either NL or NL EMS (an "NL Company
Subsidiary"); or a corporation or limited liability company "controlling" (as
hereinafter defined) either of NL or NL EMS (an "NL Company Parent"); or a
corporation or limited liability company which is controlled by, controlling or
under common "control" (as hereinafter defined) with, an NL Company Subsidiary
or NL Company Parent, who shall be entitled to purchase the same, provided, in
all cases, such assignment, transfer and sale as to the NL Documents shall be
expressly under and subject to this Agreement and the assignee and transferee
shall expressly assume this Agreement and, in the case of an assignee or
transferee of the NL Loan Documents described in (ii) above, such assignee or
transferee shall execute and deliver to Administrative Agent a Power of Attorney
in the form attached hereto as Exhibit B. In addition, so long as any of the
Bank Loan Obligations remains outstanding, any refinance of the NL Loan
Obligations shall be subject to Administrative Agent's prior written approval of
the terms thereof and the refinance lender, which approval may be granted or
withheld by Administrative Agent in its sole and absolute discretion. For
purposes of this section 8, the terms "controlled", "controlling" and "control"
shall mean, as the context shall require, the ability to direct or cause the
direction of the management and policies of such corporation or limited
liability company by contract or otherwise.

    


    9.         Representations, Warranties
and Covenants of NL Companies.  NL Companies hereby covenant,
agree, warrant, represent, and certify to the Banks that:

    


    (a)              NL
Companies have delivered to Administrative Agent true, correct and complete
copies of the NL Loan Documents.  NL Companies covenant and agree that
the NL Note and the Subordinate Mortgage are the only NL Loan Documents and NL
Companies shall not accept any other security for the NL Obligations other than
the Mortgage and the Multi-Party Agreement.

    


    (b)         NL
Companies are the owners and holders of the NL Loan Documents.  None
of the NL Loan Documents has been transferred, assigned or pledged by NL
Companies.

    


    (c)         NL
Companies acknowledge having received and reviewed copies of all of the Bank
Loan Documents and NL Companies consent to and approve all of the provisions of
each of the Bank Loan Documents and all other agreements including, without
limitation, any escrow or disbursement agreements, between Borrower and
Administrative Agent for the disbursement of the proceeds of the Bank
Loan.

    


    (d)         This
Agreement has been duly authorized by NL Companies, the persons executing,
acknowledging, and delivering this Agreement on behalf of NL Companies are fully
authorized to do so, and all of the terms and provisions of this Agreement are
fully enforceable against NL Companies and their successors and
assigns.

    


    (e)         The
indebtedness evidenced by the NL Note is the only indebtedness secured by the
Subordinate Mortgage and the only indebtedness due NL Companies by Borrower.
There is no guarantee by any guarantor of the obligations under the NL Note or
any of the other NL Loan Documents, except for the Multi-Party
Agreement.

    


    (f)         To
the knowledge of NL Companies, there currently exists no default or event of
default of any nature under the terms and provisions of any of the NL Loan
Documents, or any combination thereof, and no condition which, with the giving
of notice and/or the passage of time, would result in such an event of
default.

    


    (g)         NL
Companies agrees and covenants that copies of all notices, communications, or
designations required or permitted under any of the NL Loan Documents shall be
sent to Administrative Agent at the address specified in Section 19 hereof, or
at such other address as Administrative Agent shall furnish to NL Companies in
the manner provided in Section 19 hereof.

    


    (h)         Except
as specifically provided for in the NL Note and this Agreement with respect to
the automatic extension of the NL Note occurring simultaneous with the
corresponding extension with respect to the Bank Notes, in no event shall the
terms and provisions of any NL Loan Documents be modified, amended, renewed, or
extended, unless Administrative Agent shall first consent in writing to such
modification, amendment, renewal, or extension, which consent may be withheld in
Administrative Agent's sole judgment.

    


    (i)         NL
Companies acknowledges and understands that Administrative Agent and the Banks
will rely upon the certification, warranties, representations, covenants, and
agreements contained in this Agreement as a material consideration and
inducement in making, extending or modifying the loan evidenced by the Bank
Notes.

    


    10.         Dealings with
Borrower.

    


    (a)         In
making disbursements under any of the Bank Loan Documents, Administrative Agent
and none of the other Banks have any duty to, nor have any represented that it
or they will, see to the application of any proceeds by the Person or Persons to
whom Administrative Agent disburses such proceeds.  Any application or
use of such proceeds for purposes other than those provided for in the Bank Loan
Documents does not and shall not defeat the subordination herein made, in whole
or in part.

    


    (b)         In
making disbursements under any of the Bank Loan Documents, Administrative Agent
may waive any and all conditions to a disbursement contained in the Bank Loan
Documents. No such waiver shall defeat the subordination herein made, in whole
or in part.

    


    (c)         The
rights granted to Administrative Agent and the Banks hereunder are solely for
its and their protection and nothing herein contained shall impose on
Administrative Agent or any of the Banks any duties with respect to Borrower, NL
Companies or any of the Environmental Remediation Work (as defined in the Loan
Agreement).

    


    11.         Assignment of the Bank Loan
Obligations.  In accordance with the terms of the Bank Loan
Documents and/or that  certain Multi-Party Agreement by and among
Administrative Agent and other parties, including Prudential (the "Bank
Multi-Party Agreement"), the Banks may assign or transfer any or all of the Bank
Loan Obligations and/or any interest therein or herein and, notwithstanding any
such assignment or transfer or any subsequent assignment or transfer thereof and
every immediate and successive assignee or transferee of any of the Bank Loan
Obligations or of any interest therein or herein shall, to the extent of the
interest of such assignee or transferee in the Bank Loan Obligations, be
entitled to the benefits of this Agreement to the same extent as if such
assignee or transferee were the Banks; provided, however, that, unless
Administrative Agent shall otherwise consent in writing, Administrative Agent
shall have an unimpaired right, prior and superior to that of any such assignee
or transferee, to enforce this Agreement, for the benefit of Administrative
Agent on behalf of itself and the other Banks, as to those portions of the Bank
Loan Obligations which neither Administrative Agent nor any other Bank has
assigned or transferred.

    


    12.         Bankruptcy of
Borrower.  Upon any distribution of the assets or properties of
Borrower or upon any dissolution, winding up, liquidation, bankruptcy or
reorganization involving Borrower (whether in bankruptcy, insolvency or
receivership proceedings or any other Proceeding, or upon an assignment for the
benefit of creditors or otherwise):

    


    (a)         Administrative
Agent shall first be entitled to receive payment in full of the principal of and
interest on the Bank Loan Obligations and all fees and any other payments
(including post-petition interest and all costs and expenses) due pursuant to
the terms of the Bank Loan Documents, before NL Companies are entitled to
receive any payment on account of the NL Loan Obligations; and

    


    (b)         any
payment or distribution of the assets or properties of Borrower of any kind or
character, whether in cash, property, or securities, to which Banks would be
entitled except for the provisions of this Agreement, shall be paid by the
debtor in possession, liquidating trustee or agent or other person making such
payment or distribution directly to Administrative Agent; and

    


    (c)         in
the event that, notwithstanding the foregoing, any payment or distribution of
the assets or properties of Borrower of any kind or character, whether in cash,
property, or securities, shall be received by NL Companies on account of
principal, interest, fees, or other amounts on or with respect to the NL Loan
Obligations before all of the Bank Loan Obligations are paid in full, such
payments or distribution shall be received and held in trust for and shall be
paid over to Administrative Agent forthwith, for application to the payment of
the Bank Loan Obligations until all such Bank Loan Obligations shall have been
paid in full in accordance with the terms of the Bank Loan
Documents.

    


    To
effectuate the foregoing,  NL Companies do hereby irrevocably assign
to Administrative Agent all of NL Companies' rights as a secured or unsecured
creditor in any Proceeding and authorizes Administrative Agent to take, or
refrain from taking, any action to assert, enforce, modify, waive, release or
extend NL Companies' lien and/or claim in such Proceeding, including but not
limited to (a) filing a proof of claim arising out of the NL Loan Obligations,
(b) voting or refraining from voting claims arising from the NL Loan
Obligations, either in Administrative Agent's name or in the name of
Administrative Agent as attorney-in-fact of NL Companies, (c) accepting or
rejecting any payment or distribution made with respect to any claim arising
from the NL Loan Obligations and applying such payment and distribution to
payment of Banks' claim in accordance with the terms hereof, and (d) taking any
and all actions and executing any and all instruments necessary to effectuate
the foregoing and, among other things, to establish Administrative Agent's
entitlement to assert NL Companies' claim in such Proceeding.

    


    13.         Additional Waivers and
Agreements.

    


    (a)         NL
Companies waives the right to require Administrative Agent or the Banks to
proceed against Borrower or any other Person liable on any Bank Loan Obligation,
to proceed against or exhaust any security held from Borrower or other Person,
or to pursue any other remedy in Administrative Agent's or the Bank's power
whatsoever.  Administrative Agent on behalf of itself and the other
Banks may, at its election, exercise any right or remedy the Banks may have
against Borrower or any security held by Administrative Agent on behalf of the
Banks, including, without limitation, the right to foreclose upon any such
security by one or more judicial or nonjudicial sales, whether or not every
aspect of any such sale is commercially reasonable, without affecting or
impairing in any way the obligations of NL Companies hereunder, except to the
extent the Bank Loan Obligations have been paid, and NL Companies waives any
defense arising out of the absence, impairment or loss of any right of
reimbursement, contribution or subrogation or any other right or remedy against
Borrower or any such security, whether resulting from such election by
Administrative Agent or otherwise.  NL Companies waives any defense
arising by reason of any disability or other defense of Borrower or by reason of
the cessation from any cause whatsoever (including, without limitation, any
intervention or omission by Administrative Agent on behalf of itself and the
other Banks) of the liability, either in whole or in part, of Borrower to the
Banks for the Bank Loan Obligations.

    


    (b)         NL
Companies assumes all responsibility for keeping itself informed as to the
condition (financial or otherwise), business, assets and operations of Borrower,
Prudential, the PRISA II Account, the condition of the Property and all other
circumstances that might in any way affect NL Companies' risk under this
Agreement and/or the Multi-Party Agreement (including, without limitation, the
risk of nonpayment of the NL Loan Obligations, the Bank Loan Obligations and/or
the Loan Pay-off Capital Contribution or any sum due the Banks from Prudential
under the Bank Multi-Party Agreement), and neither Administrative Agent nor any
of the Banks shall have any duty or obligation whatsoever to obtain or disclose
to NL Companies any information or documents relative to such condition,
business, assets, or operations of Borrower, Prudential, the PRISA II Account or
such risk, whether acquired by Administrative Agent or any of the other Banks in
the course of its relationship with Borrower, Prudential, the PRISA II Account
or otherwise.

    


    (c)         NL
Companies acknowledges that neither Administrative Agent nor any other Bank has
made any warranties or representations to it with respect to the due execution,
legality, validity, completeness or enforceability of the Bank Loan Documents
(including, without limitation, the Multi-Party Agreement), the NL Loan
Documents or the collectability of the Secured Obligations evidenced thereby or
secured by the Mortgage and/or the Loan Pay-off Capital
Contribution.

    


    (d)         NL
Companies unconditionally and irrevocably authorizes Administrative Agent, upon
the occurrence of and during the continuance of any default or event of default
under the Bank Loan Documents, at its sole option, without affecting any
obligations of NL Companies hereunder, the enforceability of this Agreement, or
the validity or enforceability of the lien of the Mortgage, to foreclose the
Mortgage or other instruments securing the Bank Loan Obligations by judicial or
nonjudicial sale.  NL Companies expressly, unconditionally and
irrevocably waives any defenses to the enforcement of this Agreement or any
liens created hereby, granted to or otherwise held by Administrative Agent on
behalf of itself and the other Banks, or to the recovery by Administrative Agent
on behalf of itself and the other Banks from Borrower or any other Person liable
therefor of any deficiency after a judicial or nonjudicial foreclosure or sale,
even though such a foreclosure or sale may impair the subrogation rights of NL
Companies and may preclude NL Companies from obtaining reimbursement or
contribution from Borrower or any other Person.

    


    (e)         NL
Companies hereby expressly, unconditionally and irrevocably waives all rights
(a) under Sections 361 through 365, 502(e) and 509 of the Bankruptcy Code
(or any similar sections hereafter in effect under any other Federal or state
laws or legal or equitable principles relating to bankruptcy, insolvency,
reorganizations, liquidations or otherwise for the relief of debtors or
protection of creditors), and (b) to seek or obtain conversion to a
different type of proceeding or to seek or obtain dismissal of a proceeding, in
each case in relation to a bankruptcy, reorganization, insolvency or other
proceeding under similar laws with respect to Borrower.  Without
limiting the generality of the foregoing, NL Companies hereby expressly,
unconditionally and irrevocably waives (i) the right to seek to provide
credit (secured or otherwise) to Borrower in any way under Section 364 of the
Bankruptcy Code unless the same is acceptable to Administrative Agent in its
sole and absolute discretion; (ii) the right to take a position
inconsistent with or contrary to that of Administrative Agent (including a
position by Administrative Agent to take no action) if Borrower seeks to use,
sell or lease the Property or any other collateral for the Secured Obligations
(or the proceeds or products thereof) under Section 363 of the Bankruptcy Code;
(iii) the right to receive any collateral security (including any "super
priority" or equal or "priming" or replacement lien) for any NL Loan Obligation
unless Administrative Agent has collateral security acceptable to Administrative
Agent in its sole and absolute discretion to secure all Bank Loan Obligations
(in the same collateral to the extent collateral is involved); and (iv) the
right to seek adequate protection in respect of Property (or the proceeds or
products thereof) under Section 363 or 361 of the Bankruptcy Code.

    


    (f)         If
any of the Bank Loan Obligations or any lien securing same, should be
invalidated, avoided or set aside, the subordination provided for herein
nevertheless shall continue in full force and effect and, as between
Administrative Agent and NL Companies, shall be and be deemed to remain in full
force and effect.

    


    14.         Continuing
Benefits.  No right of either Administrative Agent or the Banks
or any present or future holder of the Bank Loan Obligations to enforce the
provisions of this Agreement shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of Borrower or any other
party, whether borrower, guarantor or otherwise, or by any act or failure to act
in good faith, by the holder of the Bank Loan Obligations, or by any
noncompliance by Borrower or any borrower, guarantor or otherwise with the terms
of the Bank Notes or any other of the Bank Loan Documents regardless of any
knowledge thereof which such holder may have or be otherwise charged
with.

    


    15.         Power of
Attorney.  NL Companies, by its execution of this Agreement,
agrees to grant to Administrative Agent a power of attorney and in furtherance
of the foregoing to execute the form of Power of Attorney attached hereto as
Exhibit
B (the "Power of
Attorney").  NL Companies hereby authorizes and expressly
directs Administrative Agent to take such action as may be necessary or
appropriate, in Administrative Agent's sole discretion, from time to time to
effectuate the terms of this Agreement and hereby appoints Administrative Agent
its attorney-in-fact for such purpose, including, without limitation, in the
event of any dissolution, winding up, liquidation, or reorganization of Borrower
(whether in bankruptcy, insolvency, or receivership proceedings or upon an
assignment for the benefit of creditors or otherwise) tending toward liquidation
of the business or the assets of Borrower, the immediate filing of a claim for
the unpaid balance of any of the NL Loan Obligations in the form required in
such proceedings, the voting of such claims during the pendency of such
proceedings, and the taking of all steps necessary to cause such claim to be
approved.

    


    16.         No Waiver;
Modification.  Neither this Agreement nor the transactions
herein contemplated shall operate to waive the enforcement after the date hereof
of any due on sale provision, due on encumbrance provision, change-in-ownership
of Borrower provision, or any other accelerating transfer provision contained in
the Bank Loan Documents.  No delay on the part of Administrative Agent
on behalf of itself and the other Banks in the exercise of any right or remedy
shall operate as a waiver thereof, and no single or partial exercise by
Administrative Agent on behalf of itself and the other Banks of any right or
remedy shall preclude other or further exercise thereof or the exercise of any
right or remedy; nor shall any modification or waiver of any of the provisions
of this Agreement be binding upon Administrative Agent or the other Banks except
as expressly set forth in a writing duly signed and delivered by or on behalf of
Administrative Agent.  This Agreement may be executed in any number of
counterparts.

    


    17.         Borrower’s
Waiver.  Borrower hereby waives (a) notice of acceptance of
this Agreement by Administrative Agent and (b) all diligence in the collection
or protection of or realization upon the Bank Loan Obligations or the collateral
therefor.

    


    18.         Legend.  NL
Companies agrees to cause all instruments evidencing indebtedness or other
obligations of Borrower to NL Companies which are or may be subject to the
provisions of this Agreement to be subject to an appropriate legend to the
effect that such indebtedness or other obligation evidenced by such instrument
is subject to the provisions of this Agreement, and NL Companies will make
appropriate entries in the books and records of NL Companies to indicate that
the NL Loan Obligations are subject to this Agreement.

    


    19.         Notices.  Any
notice which a party is required or may desire to give the other shall be in
writing and may be sent by facsimile, personal delivery or by mail (either (i)
by United States registered or certified mail, return receipt requested, postage
prepaid, or (ii) by Federal Express or similar generally recognized overnight
carrier regularly providing proof of delivery), addressed as follows (subject to
the right of a party to designate a different address for itself by notice
similarly given at least fifteen (15) days in advance):

    


    
      	
              If
      to NL Companies:

              NL
      Environmental Management Services, Inc.

              NL
      Industries, Inc.

              5430
      LBJ Freeway

              Suite
      1700

              Dallas,
      TX  75240

              Attention:  General
      Counsel

               

              with
      a copy to:

               

              Christopher
      R. Gibson, Esq.

              Archer
      & Greiner, P.C.

              One
      Centennial Square

              Haddonfield,
      NJ  08033

               

            
	
              If
      to Administrative Agent:

               

            
	
              Bank
      of America, N.A.

              4
      Penn Center, Suite 1100

              1600
      John F. Kennedy Blvd.

              Philadelphia,
      PA 19103

              Attn:
      David S. Ross, SVP

              Fax
      No.: 267-675-0148

               

              with
      copy to:

               

              Buchanan,
      Ingersoll & Rooney PC

              1835
      Market Street

              14th
      Floor

              Philadelphia,
      PA 19103

              Attn:
      Frederick H. Masters, Esq.

              Fax
      No.: 215-665-8760

               

               

            
	 
      
	
              If
      to Borrower:

               

              c/o
      O'Neill Properties Group, L.P.

              2701
      Renaissance Boulevard, 4th Floor

              King
      of Prussia, Pennsylvania  19406

              Attn:
      Richard Heany

              Fax
      No.:  (610) 337-5599

               

              with
      copy to:

               

              c/o
      Macartney, Mitchell & Campbell, LLC

              2701
      Renaissance Boulevard, 4th Floor

              King
      of Prussia, Pennsylvania 19406

              Attn:  Sean
      E. Mitchell, Esq.

              Fax
      No.  215-754-4217

               

              and
      with a copy of all notices to Prudential and its counsel:

               

              Prudential
      Real Estate Investors

              8
      Campus Drive

              Parsippany,
      New Jersey 07054

              Attn:
      Steven B. LaBold

              Fax
      No.  973-734-1411

               

              with
      a copy to:

               

              PAMG-RE
      Law Department

              8
      Campus Drive, 4th Floor

              Arbor
      Circle South

              Parsippany,
      New Jersey 07054

              Attn:
      Law Department

              Fax
      No. 973-683-1788

               

              with
      a copy to:

               

              Goodwin|Procter
      LLP

              Exchange
      Place

              Boston,
      Massachusetts  02109

              Attn:  Minta
      E. Kay, Esq.

              Fax
      No. 617-227-8591

               

               

               

            
	 
      


    

    


    20.         No Modification to Bank Loan
Documents.  This Agreement is not intended to modify and shall
not be construed to modify any term or provision of the Bank Notes, the
Mortgage, the Bank Multi-Party Agreement, the other Bank Loan Documents or any
other documents or instruments evidencing, securing, guaranteeing the payment
of, or otherwise relating to the indebtedness evidenced by the Bank Notes or
secured by the Mortgage, or both.

    


    21.         Further
Assurances.  So long as any of the Bank Loan Obligations remain
outstanding, NL Companies, its successors or assigns, or any other legal holder
of the NL Note, as the case may be, shall execute, acknowledge, and deliver upon
the demand of Administrative Agent, at any time or times, any and all further
documents or instruments in recordable form for the purpose of further
confirming the agreements herein set forth.

    


    22.         Estoppel
Certificate.  NL Companies hereby agrees that within ten (10)
days after written demand of Administrative Agent, it shall execute, acknowledge
and deliver a certification setting forth the total amount of indebtedness owed
to it which shall be then secured by any portion of the Property, and any and
all such certifications shall be conclusive as to the matters set forth therein,
and shall be fully binding upon NL Companies, its successors and
assigns.  Notwithstanding the foregoing, NL Companies shall not be
obligated to give such certification more frequently than once every other
calendar month.

    


    23.         Governing Law/Successors and
Assigns/Joint and Several Liability/Counterparts.  This
Agreement shall be governed by the laws of the State of New Jersey (without reference to
its conflict of laws principles).  This Agreement shall be binding on
and inure to the benefit of the parties hereto and their respective successors
and assigns. NL and NL EMS acknowledge and agree that they have executed this
Agreement jointly and severally and that the term "NL Companies" refers to each
individually and to them collectively and as such jointly and severally. This
Agreement may be executed in separate counterpart signature pages.

    


    24.         Forum.  Administrative
Agent, on behalf of itself and the other Banks, and NL Companies each hereby
irrevocably submits generally and unconditionally to the jurisdiction of any
state court or any United States federal court sitting in the State of New
Jersey, over any suit, action or proceeding arising out of or relating to this
Agreement or the Bank Loan Obligations or the NL Loan
Obligations.  Administrative Agent, on behalf of itself and the other
Banks, and NL Companies each hereby irrevocably waives, to the fullest extent
permitted by law, any objection that it may now or hereafter have to the laying
of venue in any such court and any claim that any such court is an inconvenient
forum.

    


    25.         WAIVER OF JURY
TRIAL.  ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND THE OTHER
BANKS, AND NL COMPANIES WAIVE TRIAL BY JURY IN RESPECT OF ANY CLAIM,
COUNTERCLAIM, ACTION OR CAUSE OF ACTION RELATING TO OR ARISING OUT OF THIS
AGREEMENT.  THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE
BY ADMINISTRATIVE AGENT AND NL COMPANIES AND ADMINISTRATIVE AGENT AND NL
COMPANIES HEREBY REPRESENT THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN
MADE BY ANY PERSON OR ENTITY TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY
WAY MODIFY OR NULLIFY ITS EFFECT.  THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE PARTIES ENTERING INTO THIS
AGREEMENT.  ADMINISTRATIVE AGENT AND NL COMPANIES ARE EACH HEREBY
AUTHORIZED TO FILE A COPY OF THIS SECTION 25 IN
ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF JURY
TRIAL.  ADMINISTRATIVE AGENT AND NL COMPANIES EACH FURTHER REPRESENTS
AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND
IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE
OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN
FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH
COUNSEL.

    


    26.         
Reinstated and Amended
Settlement Agreement.  Borrower, NL Companies, Sayreville
Economic and Redevelopment Agency and County of Middlesex are all parties to
that certain Reinstated and Amended Settlement Agreement and Release, dated as
of June 26, 2008, as amended by that certain Amendment to "Reinstated and
Amended Settlement Agreement and Release dated September 25, 2008 (the "Four
Party Agreement").  Nothing in this Agreement is intended to modify or
amend the Four Party Agreement.

    


    SIGNATURES
ON FOLLOWING PAGE


    
      
         


      

      
         


        
          

        

      

      
         


        
           

        

      

    


    


    IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and
year first above written.

    


    
      	
              NL
      INDUSTRIES, INC., a New Jersey corporation

               

               

               

            
	
              By:                

              Name:Title

            
	
              NL
      ENVIRONMENTAL MANAGEMENT SERVICES,  INC., a New Jersey
      corporation

               

               

            
	
              By:____________________________________Name:_________________________________Title:__________________________________

            


    

    


    
      	
              BANK
      OF AMERICA, N.A., a national banking association

            
	
              By:                                                                      

            
	
              Name:

            
	
              Title:

            


    


    
      
        
          [Signature Page - Intercreditor
Agreement]

        

         


      

      
         


        
          

        

      

      
         


        
           

        

      

    


    ACKNOWLEDGMENT AND
CONSENT

    


    The undersigned hereby executes and
delivers this Acknowledgment and Consent to and regarding the terms, conditions
and covenants set forth in the Intercreditor and Standstill Agreement attached
hereto (the “Intercreditor Agreement”).  The undersigned states that
it has received a copy of the foregoing Intercreditor Agreement and that it will
recognize all rights granted therein to the respective lenders that are party
thereto, that it will not undertake any act or perform any obligation which is
not in accordance with the provisions of the Intercreditor
Agreement.  Sayreville Seaport Associates, L.P. further executes and
delivers this Acknowledgment and Consent for purposes of Section
17.

    


    The undersigned further acknowledges
and agrees that it is not an intended beneficiary under the Intercreditor
Agreement.

    


    EXECUTED as of October ____________,
2008.

     

    


    
      	
               
      

            	
              BORROWER:

            	
              SAYREVILLE
      SEAPORT ASSOCIATES, L.P.,

            


    

    
      	
               
      

            	
              a
      Delaware limited partnership

            


    

    


    
      	
               
      

            	
              By:  Sayreville
      Seaport Associates Acquisition Company, LLC, a Delaware limited liability
      company, its general partner

            


    

    


    


    
      	
               
      

            	
              By:(SEAL)

            


    

    Name: Jon Robinson

    Title:  Vice
President

    


    


    
      	
               
      

            	
              GUARANTOR:

            	
              ________________________________(SEAL)

            


    

             J.
Brian O'Neill

     

    


     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


        
           

        

      

    


    
      	
               
      

            	
              NOTARY
      ACKNOWLEDGEMENTS

            


    

     

    


    STATE OF
________________________, ____________ OF ______________, TO WIT:

    


    I HEREBY
CERTIFY, that on this ______ day of ____________, 2008, before me, the
undersigned Notary Public of said State, personally appeared, who acknowledged
himself to be a ________________ of NL INDUSTRIES, INC., a New Jersey
corporation, known to me (or satisfactorily proven) to be the person whose name
is subscribed to the within instrument, and acknowledged that he executed the
same for the purposes therein contained as the duly authorized _______________
of said state chartered bank by signing the name of the state chartered bank by
himself as ______________

    


    WITNESS
my hand and Notarial Seal.

    


    


    _____________________________

    Notary Public

    


    My
Commission Expires:

    


    


    


    


    


    STATE OF
_______________________, ____________ OF ______________, TO WIT:

    


    I HEREBY
CERTIFY, that on this ______ day of ____________, 2008, before me, the
undersigned Notary Public of said State, personally appeared
___________________, who acknowledged himself to be a ___________________ of NL
ENVIRONMENTAL MANAGEMENT SERVICES,  INC., a New Jersey corporation,
known to me (or satisfactorily proven) to be the person whose name is subscribed
to the within instrument, and acknowledged that he executed the same for the
purposes therein contained as the duly authorized officer of said
__________________ by signing the name of the _________________ by himself as
Vice President.

    


    WITNESS
my hand and Notarial Seal.

    


    


    _____________________________

    Notary Public

    My
Commission Expires:

    


    


    


    


    COMMONWEALTH
OF PENNSYLVANIA, ____________________ OF ______________, TO WIT:

    


    I HEREBY
CERTIFY, that on this ______ day of ____________, 2008, before me, the
undersigned Notary Public of said State, personally appeared _________________,
who acknowledged himself to be a _________________________ of Bank of America,
N.A., a national banking association, known to me (or satisfactorily proven) to
be the person whose name is subscribed to the within instrument, and
acknowledged that he executed the same for the purposes therein contained as the
duly authorized officer of said banking association by signing the name of the
banking association by himself as Senior Vice President.

    


    WITNESS
my hand and Notarial Seal.

    


    


    _____________________________

    Notary Public

    


    


    My
Commission Expires:

    


    


    


    


    COMMONWEALTH
OF PENNSYLVANIA, COUNTY OF _______________, TO WIT:

    


    I HEREBY
CERTIFY, that on this ______ day of _______________, 2008, before me, the
undersigned Notary Public of said State, personally appeared Jon Robinson, who
acknowledged himself to be the Vice President of Sayreville Seaport Associates
Acquisition Company, LLC, a Delaware limited  liability company and
the General Partner of  Sayreville Seaport Associates, L.P., a
Delaware limited partnership, known to me, (or satisfactorily proven) to be the
person whose name is subscribed to the within instrument, and acknowledged that
he executed the same for the purposes therein contained as the duly authorized
Vice President of said limited liability company by signing the name of the
limited liability company by himself as Vice President.

    


    WITNESS
my hand and Notarial Seal.

    


    


    


    _____________________________

    Notary
Public

    


    My
Commission Expires:

    


    


    


    


    


    COMMONWEALTH
OF PENNSYLVANIA, ____________________ OF ______________, TO WIT:

    


    I HEREBY
CERTIFY, that on this ______ day of ____________, 2008, before me, the
undersigned Notary Public of said State, personally appeared J. BRIAN O'NEILL,
known to me (or satisfactorily proven) to be the person whose name is subscribed
to the within instrument, and acknowledged that he executed the same for the
purposes therein contained by signing the same by himself .

    


    WITNESS
my hand and Notarial Seal.

    


    


    _____________________________

    Notary Public

    


    


    My
Commission Expires: