exhibit106.htm


    

      
        
           


        

         

        
           


          
            EXHIBIT
10.6

          

        

      


      MULTI-PARTY
AGREEMENT

      


      


      THIS MULTI-PARTY AGREEMENT (this
"Agreement") is made as of  October 15, 2008 by and among SAYREVILLE
SEAPORT ASSOCIATES, L.P., a Delaware limited partnership ("Borrower");
SAYREVILLE SEAPORT ASSOCIATES ACQUISITION COMPANY, LLC, a Delaware limited
liability company and general partner of the Borrower (the "General Partner");
OPG PARTICIPATION, LLC, a Pennsylvania limited liability company and limited
partner of the Borrower ("OPG"); J. BRIAN O'NEILL, a Pennsylvania resident,
("O'Neill"); NL INDUSTRIES, INC., a New Jersey corporation ("NL INDUSTRIES"); NL
ENVIRONMENTAL MANAGEMENT SERVICES, INC. (“NLEMS” and, collectively with NL
INDUSTRIES, “Lender”); 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 (such
insurance company separate account being referred to herein as "PRISA II"),
except as expressly provided in Section 18 below (“Prudential”); SAYREVILLE
PRISA II LLC, a Delaware limited liability company and a wholly owned subsidiary
of Prudential (referred to herein as "Sayreville LLC”).  The General
Partner, OPG and O'Neill are sometimes referred to individually as a "Developer
Partner" and collectively as the "Developer Partners".  Borrower and
each and all of the Developer Partners are sometimes referred to individually
and collectively as the "Developer".

      


      RECITALS

      


      A.           Borrower
is the ground lessee of those certain parcels of real property more particularly
described on Exhibit A attached hereto and incorporated herein by this reference
(the "Premises").

      


      B.    Borrower was
formed as a Delaware limited partnership pursuant to the filing of a Certificate
of Limited Partnership with the Secretary of the State of Delaware on or about
November 1, 2007 and the execution and delivery by Developer Partners, as all of
the partners of Borrower, of that certain Agreement of Limited Partnership of
Sayreville Seaport Associates, L.P., dated as of November 1, 2007.

      


      C.           Pursuant
to that certain Mortgage Note of even date herewith (the “Note”) in the original
principal amount of $15,000,000.00 from  Borrower to Lender, Lender
has agreed to accept the Note as a credit against the Initial Payment as defined
in that certain Reinstated and Amended Settlement Agreement and Release dated
June 26, 2008 among Borrower, Lender, the Sayreville Economic and Redevelopment
Agency (“SERA”) and the County of Middlesex, New Jersey (the “County”), as
amended in that certain Amendment to Reinstated and Amended Settlement and
Release dated as of September 25, 2008 (as amended, the “Settlement Agreement
and Release”) due under the Settlement Agreement and Release.

      


      D.           In
connection with Lender’s acceptance of the Note, Developer Partners and
Sayreville LLC have entered into that certain Amended and Restated Agreement of
Limited Partnership of Sayreville Seaport Associates, L.P. dated of even date
herewith (the "Partnership Agreement"), pursuant to which Sayreville LLC became
a limited partner of Borrower in return for the agreement of Sayreville LLC to
make a capital contribution in and to Borrower in an amount equal to the "Loan
Pay-off  Capital Contribution", defined below.

      


      E.           Developer,
Sayreville LLC and Prudential acknowledge by their execution and delivery of
this Agreement that without Prudential executing and delivering this Agreement
and agreeing to make and fund, for and on behalf of Sayreville LLC, the Loan
Pay-off Capital Contribution, Lender would not accept the Note from
Borrower.  Developer Partners, Sayreville LLC and Prudential
acknowledge and agree that they benefit from Lender accepting the Note from
Borrower.

      


      F.           At
the time of the infusion of the Loan Pay-off Capital Contribution to Borrower by
Sayreville LLC, by means of Prudential making a capital contribution to
Sayreville LLC, the Loan Pay-off Capital Contribution will be used (i) in
repayment of the outstanding principal amount of the Note, to a maximum sum of
$15,000,000.00, whereupon, Lender  will cause the liens and the
security interests created by that certain Leasehold Mortgage, Assignment,
Security Agreement and Fixture Filing against the Premises (the “Mortgage”) to
be discharged of record or, at the option of Prudential, assigned to Sayreville,
LLC or Prudential, all as further provided for herein.

      


      G.           Lender
has required that this Agreement be executed as a condition to Lender’s
obligation to accept the Note from Borrower.  All parties hereto
desire to enter into this Agreement to evidence the agreements and
understandings hereinafter set forth.  Unless otherwise defined
herein, capitalized terms shall have the meanings given in Exhibit C attached
hereto and incorporated herein.

      


      AGREEMENTS

      


      NOW, THEREFORE, with reference to the
foregoing Recitals, all of which are incorporated herein by this reference, and
in order to induce Lenders to enter into the Loan Agreement and make the Loan
and the advances thereunder, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto
covenant and agree as follows:

      


      1.           Recitals.  The
foregoing Recitals are true and correct and are incorporated into this Agreement
by reference.

      


      2.           Prudential's Obligation to
Make the Loan Pay-off Capital Contribution.

      


      (a)           Developer,
Sayreville, LLC and Prudential hereby agree that, (A) upon maturity of the Note,
whether due to scheduled maturity or earlier acceleration, as a result of the
occurrence of a default (beyond any applicable notice and/or cure periods) under
the Note, the Mortgage or any of the loan documents executed in connection with
the Note and the Mortgage; (B) the bankruptcy of the Borrower or any partner of
Borrower or the death of J. Brian O’Neill or the condemnation of a material
portion of the Premises; (C) the date that Prudential’s long term credit rating
falls below Baa2 as rated by Moody’s Investors Service or BBB as rated by
Standard and Poor’s (or if Moody’s Investors Service or Standard and Poor’s no
longer exists or provides rating services, an equivalent rating by a rating
agency reasonably acceptable to Lender); (D) the date on which PRISA II fails to
be in compliance with the covenants set forth in Sections 19.1, 19.2, 19.3 or
19.4 of this Agreement; or (E) upon the occurrence of a default (beyond any
applicable notice and cure periods) under that certain Loan Agreement (the “Loan
Agreement”) dated of even date by and between Borrower and Bank of America as
administrative agent (“Administrative Agent”) in connection with that certain
$70,000,000 loan being made by Administrative Agent and those other lenders set
forth in the Loan Agreement (the “Bank Group Loan”) or under any other Loan
Documents (as described in the Loan Agreement); then upon written demand by
Lender to Prudential and Developer Partners, notwithstanding anything to the
contrary in the Partnership Agreement, as the same may be modified or amended,
Prudential shall, upon demand of Lender, contemporaneously: (i)  pay
to Lender, in immediately available funds, an amount sufficient to pay-off in
full the outstanding principal amount of the Note and any and all sums due and
owing to Lender under the Note, not to exceed $15,000,000.00 in the aggregate
(the "Loan Pay-off Capital Contribution").

      


      (b)           The
obligations of Prudential pursuant to section 2(a) above are absolute,
irrevocable and unconditional, regardless of whether, without
limitation,  (i) a default under the Partnership Agreement has
occurred or is occurring or any partner of the Borrower acts in breach or
violation of the Partnership Agreement, as the same may be modified or amended,
(ii) Sayreville, LLC, any of the Developer Partners or any other partners of
Borrower assigns, sells, transfers, conveys or abandons, by operation of law or
otherwise, in whole or part, its partnership interests in the Borrower,
including, without limitation, an abandonment pursuant to section 10.3 of the
Partnership Agreement, (iii) dissolution, bankruptcy, merger or termination of
Lender, Borrower or any partner of Borrower, or the death of O'Neill, (iv)
amendment, modification or restatement of the Partnership Agreement, in whole or
part, (v)  replacement or substitution of any general partner of
Borrower, (vi) any liens have affected title to the Premises or other title
conditions exist with respect to the Premises, (vii) Borrower, Sayreville, LLC,
Prudential or any Developer Partner fails to obtain and/or close the
"Construction Loan" (as defined in the Partnership Agreement), execute and
deliver the "Transaction Agreement" (as defined in the Partnership Agreement) or
fails to obtain any refinancing of the Loan or (viii) any environmental
condition at or of the Premises and/or any other land forming a part of the
redevelopment project (or if Borrower fails to obtain any funds needed for the
completion of required environmental remediation work at the Premises
).

      


      (c)           Notwithstanding
anything contained in this Agreement to the contrary, upon the payment by
Prudential to Lender of the Loan Pay-off Capital Contribution, Lender shall,
concurrently with such payment, at the written direction of Prudential, either
(i) cause the liens and security interest created by the Mortgage to be
discharged of record as to the Premises and shall cause Borrower (but not any
guarantor or indemnitor, including, without limitation, O'Neill) to be released
from any surviving obligations under the Note, the Mortgage and any other loan
documents executed in connection therewith or (ii) sell and assign to Prudential
(or its designee), for the Loan Pay-off Capital Contribution, all of its right,
title and interest (except for the rights of the Lender under and pursuant to
the Mortgage as to indemnification, defense and hold harmless to which Lender
is  entitled and the rights of the Lender which are hereby reserved by
Lender), without representation, warranty or recourse (other than a
representation of Lender that the Note and Mortgage have not been assigned,
transferred or encumbered), in and to the Note, the Mortgage and the Premises,
if any.

      


      (d)           Borrower
hereby authorizes and directs Prudential to pay to Lender the Loan Pay-off
Capital Contribution upon direction from Lender and agrees that no further
authorization is required for Prudential to make such payment.  The
Developer Partners acknowledge and agree that as between them and each of
Sayreville LLC and Prudential, the Loan Pay-off Capital Contribution is an
Initial Capital Contribution, pursuant to section 4.1(b) of the Partnership
Agreement and Developer Partners are unconditionally and irrevocably obligated
to contribute on a pro-rata basis to the Loan Pay-off Capital Contribution,
provided that nothing herein or under the Partnership Agreement shall limit
Prudential's obligations to Lender for the payment in full of the Loan Pay-off
Capital Contribution, notwithstanding any Developer Partner's failure to
contribute to the same.

      


      (e)           In
no event shall this Agreement, the Note, the Mortgage nor any exercise by Lender
of any of the Lender’s rights or remedies hereunder or thereunder, release,
relieve or affect in any way the obligations of Developer Partners to
Sayreville, LLC and Prudential under the Partnership Agreement, including
without limitation, any liabilities or claims of Sayreville, LLC and Prudential
against Developer Partners.  Notwithstanding anything contained in
this Agreement, the Note or the Mortgage to the contrary, unless and until the
Note is paid in full and, all of the liens in connection with the Mortgage have
been released by Lender, Prudential shall be obligated only to deal solely and
directly with Lender in connection with the rights and obligations contemplated
by this Agreement.

      


      (f)           Sayreville
LLC and Prudential each acknowledge and agree that under no circumstances shall
Lender be obligated to seek to collect any sums due Lender from Borrower
including O'Neill, or to realize or seek to realize on an collateral prior to
making demand upon Prudential for payment pursuant to Section 2(a) above and
Prudential's obligations and liabilities under Section 2(a) above shall be
independent of any and all rights and remedies available to Lender pursuant to
the Note or the Mortgage.

      


      3.           Intention of
Parties.  Notwithstanding any contrary provisions of this
Agreement, Lender expressly acknowledges that (i) except for Prudential's
obligation under this Agreement to make payment to Lender of the Loan Pay-off
Capital Contribution pursuant to Section 2(a) above, Prudential does not have
any personal liability under the Note.  It is further understood that,
so long Prudential makes payment to Lender of the Loan Pay-off Capital
Contribution, Lender, shall, concurrently with such payment, at the written
direction of Prudential, either:   (i) cause the liens and
security interests created by the Mortgage to be discharged of record as to the
Premises and shall cause Borrower (but not any guarantor under any guaranty of
the Note, if any, including, without limitation, O'Neill) to be released from
any surviving obligations to Lender under the Note and the Mortgage or (ii) sell
and assign to Prudential (or its designee), without representation, warranty or
recourse (other than a representation by Lender that the Note and the Mortgage
have not been assigned, transferred or encumbered), all of Lender's right, title
and interest in and to the Note, the Mortgage and the Premises, if any;
provided, however, that the rights of the Lender under and pursuant to the Note
and Mortgage as to indemnification, defense and hold harmless to which Lender is
entitled and the rights of the Lender under any and all guarantees, including a
guaranty of O'Neill, if any, shall be reserved by Lender and the liability of
any guarantor, if any, shall be retained by Lender and nothing herein contained
shall obligate Lender to release any guarantor who may be liable obligations
that expressly survive the payment in full of all sums due under the Note and/or
the discharge of record of the liens and security interests affecting the
Premises under the Mortgage or release any guarantor, from liability for payment
of any sums due and payable under the Note or the Mortgage, which remain
outstanding.  In connection with any sale or assignment to Prudential
of any interest of Lender in and to the Premises, any deed, transfer or sales
tax shall be the responsibility of Prudential and not of
Lender.  Notwithstanding anything to the contrary hereinabove, the
terms of this Section 3 shall not amend, modify or waive any of the rights and
obligations of Borrower and Lender under the Settlement Agreement and
Release.

      


      4.           Representations Regarding
PRISA II and Status of Partnership Agreement.

      


      (a)           Prudential
hereby confirms, represents and covenants to Lender that:

       

      (i)           PRISA
II is a "separate account" (i) designated "PRISA II", (ii) established by
Prudential, in accordance with and pursuant to Section 17­B:28 of the New
Jersey Statutes Annotated, for the benefit of the Contract Holders and (iii) to
which income and gains or losses, realized or unrealized, are credited or
charged and are accounted for separately from income, gains or losses of
Prudential.  The contracts with the Contract Holders are variable
contracts without any guaranty, including any index guaranty of the dollar
amounts of benefits or other payments thereunder or of the value of such
contract.

       

      (ii)           Assets
of PRISA II held by Prudential, whether in Prudential's name or in the name of
PRISA II, are not subject to general creditors of Prudential and are subject
only to liabilities specifically incurred by Prudential with respect to PRISA
II, and the rights of the Contract Holders under their respective contracts are
in all respects subject and subordinate to the rights of the Administrative
Agent and Lenders to demand that Prudential make payment to Administrative Agent
of the Loan Pay-off Capital Contribution.

       

      (iii)           PRISA
II is a "separate account" as defined in Section 3(17) of ERISA.  All
assets included in such separate account are owned by PRISA II for the benefit
of the Contract Holders.  The contracts with the Contract Holders
expressly provide that assets held in PRISA II shall not be chargeable with any
liabilities arising out of any other business of Prudential.  The
consummation of this Agreement and the payment of the Loan-Pay-off Capital
Contribution to Administrative Agent pursuant to this Agreement are within the
business purposes of PRISA II.

       

      (iv)           PRISA
II is not a separate legal entity for the purposes of ERISA and as such has no
employees and does not sponsor or participate in any Plan.

       

      (b)           Prudential
represents and warrants, to the best of its knowledge, that as of the date
hereof:

      


      (i)           the
Partnership Agreement (with attached exhibits) represents all the legal
instruments and documents evidencing the binding commitment of Sayreville, LLC
with respect to the acquisition by Sayreville, LLC of the partnership interests
in Borrower and the infusion by Developer and Sayreville, LLC of capital in
Borrower (which obligation of Sayreville, LLC is hereby assumed by Prudential as
to Administrative Agent and Lenders only) ;

      


      (ii)           no
default by Sayreville, LLC has occurred and no event has occurred which, with
the passage of time or the giving of notice or both, would constitute a default
by Sayreville, LLC under the Partnership Agreement; and

      


                 (iii)           the
Partnership Agreement is in full force and effect.

      


      (c)           Developer
represents and warrants, to the best of its knowledge, that as of the date
hereof:

      


      (i)           the
Partnership Agreement (with attached exhibits) represents all the legal
instruments and documents evidencing the binding commitment of Developer with
respect to the acquisition by Sayreville, LLC of the partnership interests in
Borrower and the infusion by Developer and Sayreville, LLC of capital in
Borrower;

      


      (ii)           no
default by Developer has occurred and no event has occurred which, with the
passage of time or the giving of notice or both, would constitute a default by
Developer under the Partnership Agreement; and

      


      (iii)           the
Partnership Agreement is in full force and effect.

      


      (d)           Prudential
and Sayreville, LLC each hereby acknowledge to Lender that each is familiar with
the environmental condition of the Premises.

      


      5.           Amendment of Partnership
Agreement/Transfer of Partnership Interests.  Sayreville LLC
and Developer acknowledge and agree that so long as any amount of the Note
remains outstanding, no material changes (which shall include, without
limitation, (i) any changes with respect to the direct or indirect ownership
interest of the Developer Partners or Sayreville LLC in and to the Borrower,
except as otherwise permitted under this Section 5, and (ii) the obligations of
either the Developer Partners or Sayreville LLC to make any capital
contributions as required thereunder) in the Partnership Agreement shall be made
without the prior written consent of Lender, which may be granted or withheld in
its sole discretion. Sayreville LLC and Developer Partners acknowledge and agree
that so long as any amount of the Note remain outstanding, except as may be
permitted under the Mortgage, no assignment, collateral assignment, pledge,
conveyance, transfer or other disposition of any partnership interests in and to
Borrower shall be made without Lender’s prior written consent, which may be
granted or withheld in its sole discretion.  Notwithstanding anything
to the contrary herein or in the Partnership Agreement, no assignment by
Sayreville LLC of its interest in the Partnership shall release Prudential from
its obligations to Lender under or pursuant to this Agreement.

      


      6.           Developer's
Consent.  Developer hereby consents and agrees to the terms and
conditions of this Agreement; provided that nothing contained herein shall, as
between Developer on one hand and Sayreville, LLC on the other, modify the terms
of the Partnership Agreement.  Furthermore, the parties hereto hereby
acknowledge and agree that, except as otherwise expressly set forth in Section 2
hereof, the acknowledgements, agreements and covenants on the part of
Sayreville, LLC and/or Prudential herein contained are for the benefit of Lender
and shall not be deemed to constitute a modification of the Partnership
Agreement.

      


            7.                      Notices. Each notice
request, demand and other communication hereunder will be in writing and will be
deemed given (a) if given by mail, four (4) days after deposit in United States
Certified Mail, postage prepaid, return receipt requested or (b) if given by
personal delivery, when delivered, or (c) if given by reputable overnight next
business day courier service, on the next business day after delivery to such
service, in each case addressed to the parties as follows (or to such other
address as a party may designate by notice to the others):

      


      
        	
                 
      

              	
                If
      to Lender:

              


      

      


      If to
Prudential and/or Sayreville, LLC (notice to either Prudential or Sayreville,
LLC shall constitute notice to both Prudential and Sayreville):

      


      c/o
Prudential Real Estate Investors

      8 Campus
Drive

      Parsippany,
New Jersey 07054

      Attn:
Steven B. LaBold

      


      with a
copy to:

      


      PAMG-RE
Law Department

      8 Campus
Drive, 4th Floor

      Arbor
Circle South

      Parsippany,
New Jersey 07054

      Attn: Law
Department

      


      with a
copy to:

      


      
        	
                 
      

              	
                Goodwin|Procter
      LLP

              


      

      
        	
                 
      

              	
                Exchange
      Place

              


      

      
        	
                 
      

              	
                Boston,
      Massachusetts  02109

              


      

      
        	
                 
      

              	
                Attn:  Minta
      E. Kay, Esq.

              


      

      


      
        	
                 
      

              	
                If
      to Developer:

              


      

      


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

      2701
Renaissance Boulevard

      4th
Floor

      King of
Prussia, Pennsylvania  19406

      Attn:  J.
Brian O'Neill

      


      with a
copy to:

      


      Sean
Mitchell, Esq.

      Macartney,
Mitchell & Campbell, LLC

      2701
Renaissance Boulevard

      Fourth
Floor

      King of
Prussia, Pennsylvania  19406

      


      if to
Lender:

      


      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

      


                  8.           Waiver. No waiver of
any of the terms or conditions of this Agreement, and no waiver of any default
or failure of compliance, shall be effective unless in writing, and no waiver
furnished in writing shall be deemed to be a waiver of any other term or
provision or any future conditions of this Agreement.

      


      9.           Modification.  This
Agreement may not be changed, terminated or modified orally or in any other
manner except by an agreement in writing signed by all parties
hereto.

      


      10.           Time. Time is of the
essence of this Agreement.

      


      11.           Binding
Effect.  This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective heirs, successors and
assigns.

      


      12.           Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey.

      


      13.           Severability.  The
invalidity or unenforceability of any provision in this Agreement will not
affect any other provision.

      


      14.           Attorneys'
Fees.  In the event that any suit or action is brought to
enforce this Agreement, the prevailing party or parties will be entitled to
reasonable attorneys' fees in amount to be fixed by the applicable
court.

      


      15.           Survival.  The
terms, conditions and provisions hereof and all obligations and duties of the
parties hereto shall survive the closing of the transaction described in this
Agreement.

      


      16.           Counterparts.  This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, and all of which together shall constitute a
single agreement.

      


      17.           Remedies.  Each
party hereto acknowledges and agrees that its only remedy against any other
party for breach of this Agreement shall be to seek and obtain specific
performance of such other party's obligations here­under, and that in no
event shall any party have any liability for damages as a result of breach of
this Agreement, provided however, Developer and Prudential acknowledge and agree
that Lender (or a wholly-owned subsidiary of Lender, but not any third party
purchaser at a foreclosure sale) may maintain an action for assumpsit, damages
(but such action for damages shall be solely for recovery of the unpaid amount
of the Loan Pay-Off Capital Contribution and payment of such amount as provided
in Section 14 above) or specific performance for payment of the Loan Pay-off
Capital Contribution, as the case may be, and payment of such amount as provided
for in Section 14 above.

      


      18.           Prudential's Limited
Liability.  The obligation of Prudential under this Agreement
to make payment of the Loan Pay-off Capital Contribution is fully recourse to
PRISA II's assets and all other assets now or hereafter held by Prudential for
PRISA II but the obligation of Prudential under this Agreement to make payment
of the Loan Pay-off Capital Contribution, or any portion thereof, will be
non-recourse to Prudential and to Prudential's other assets (i.e., any assets
that are not now or hereafter held for PRISA II), except that Prudential (and
all of its assets held for its general account) shall be fully liable to the
Lender for each of the following:

      


      (a)           any
loss, cost or damage incurred by Lender to the extent that such loss, cost or
damage, together with the Loan Pay-off Capital Contribution or any portion
thereof  cannot be recovered by Lender from PRISA II, and which loss,
cost or damage relates to or arises out of:

       

      


      (i)           fraud
or any intentional material misrepresentation by PRISA II regarding the
financial performance or condition of PRISA II or any information contained in
any certificates given on behalf of PRISA II hereunder;

      


      (ii)           any
material misrepresentation by PRISA II which relates to (A) the existence of
PRISA II, (B) the existence of any asset of PRISA II, (C) PRISA II's ownership
of any such asset, (D) the due authorization of Prudential or the legal power or
authority of Prudential to act for PRISA II, to enter into this Agreement on
behalf of PRISA II or to pay, perform and observe its obligations thereunder, or
(E) any of the matters set forth in Sections 4(a)(i), (ii) (iii)
and (iv) and 19.6 or 19.7 of this
Agreement;

      


      (iii)           any
misapplication or misappropriation by Prudential of any funds belonging to PRISA
II;

      


      (iv)           any
Improper Distributions; or

      


      (v)           any
legal determination that PRISA II (for any reason whatsoever) has failed to
qualify as, or to maintain its status as, a "separate account" under applicable
law thus resulting in PRISA II's assets being subject to the claims of general
creditors of Prudential;

      


      (b)           the
Loan Pay-off Capital Contribution, or any unpaid part or portion thereof, in the
event that any effort by Lender to obtain a judgment against PRISA II with
respect to this Agreement or to attach, execute or otherwise realize upon any
asset of PRISA II is impeded in any material way by any claim or assertion that
is made by PRISA II or Prudential (or by any of their Affiliates, successors or
assigns or any agent or employee of any of the foregoing) which (i) challenges
the existence of PRISA II as a "separate account" under applicable law, (ii)
challenges the due authorization or legal power or authority of Prudential to
act for PRISA II, to enter into the this Agreement on behalf of PRISA II or to
pay, perform and observe its obligations hereunder, or (iii) challenges the
enforceability of this Agreement against PRISA II on the basis of any matter
described in clauses (i) or (ii) of Section 18(a);
and

      


      (c)           the
Loan Pay-off Capital Contribution, or any unpaid part or portion thereof, in the
event that any effort by Lender to obtain a judgment against PRISA II with
respect to the Loan Pay-off Capital Contribution, or any unpaid part or portion
thereof, or to attach, execute or otherwise realize upon any asset of PRISA II
is impeded in any material way by any claim or assertion that is made by any
other party with respect to any of the matters set forth in clauses (i) or (ii)
of Section 18(a)
and Prudential fails to take all reasonable steps, at its sole cost and
expense, to defend against any such claim or assertion;

      


      (d)           the
Loan Pay-off Capital Contribution, or any unpaid part or portion thereof, in the
event that, after Lender has obtained a final non-appealable judgment in a court
action against PRISA II with respect to the Loan Pay-off Capital Contribution,
or any unpaid part or portion thereof, PRISA II or Prudential (or any of their
Affiliates, successors or assigns, or any agent or employee or any of the
foregoing) intentionally takes any action which impedes in any material way
Lender’s efforts to satisfy such judgment by execution, levy, sale or other
action against or with respect to any of the assets of PRISA II;
and/or

      


      (e)           any
sums due under or pursuant to Section 14 above.

      


      19.           Covenants Regarding PRISA
II.  During the term of this Agreement, unless the Lender, in
its sole discretion, shall otherwise consent in writing:

       

      19.1           Net Asset Value.  PRISA II will at all times
maintain a minimum value of Net Assets of $1,500,000,000.

      


      19.2           Coverage Ratio.  PRISA II and its Consolidated
Entities on a consolidated basis, shall not, as of any date, permit Total
Outstanding Indebtedness to exceed forty percent (40%) of Adjusted Total
Assets.

      


      19.3           Fixed Charge
Coverage.  PRISA II and its
Consolidated Entities on a consolidated basis, shall not, as of any date, permit
the ratio of Net Investment Income plus Interest Expense plus all ground lease
rental expense included in Fixed Charges for the most recent four prior fiscal
quarters to Fixed Charges for such period to be less than 2.5 to
1.

      


      19.4           Maintenance of Investment
Advisor Role.  Prudential (or one or more entities controlled
by Prudential) shall at all times serve as the sole investment advisor of PRISA
II and all of its assets (unless Lender, in its sole discretion, give their
prior written approval of one or more professional investment advisors as
replacements for Prudential), provided, however, that from time to time
Prudential may appoint an independent fiduciary for the purpose of resolving
conflicts of interest.

      


      19.5           Financial
Reporting.  PRISA II will maintain, for itself and each
Consolidated Entity, a system of accounting established and administered in
accordance with Agreement Accounting Principles, and furnish to
Lender:

      


      (i)           As
soon as available, but in any event not later than 45 days after the close of
each fiscal quarter, for PRISA II and its Consolidated Entities, an unaudited
consolidated balance sheet as of the close of each such period and the related
unaudited consolidated statements of operations and of cash flows of PRISA II
and its Consolidated Entities for such period and the portion of the fiscal year
through the end of such period, setting forth in each case in comparative form
the figures for the previous year, all certified by PRISA II's Senior Portfolio
Manager or Senior Accounting Manager;

      


      (ii)           As
soon as available, but in any event not later than 120 days after the close of
each fiscal year, for PRISA II and its Consolidated Entities, audited financial
statements, including a consolidated balance sheet as the end of such year and
the related consolidated statements of operations and of cash flows for such
year, setting forth in each case in comparative form the figures for the
previous year, reported on by PricewaterCoopers LLP (or another comparable firm
of independent certified public accountants) without a "going concern" or like
qualification or exception, or qualification arising out of the scope of the
audit;

      


      (iii)           Together
with the quarterly and annual financial statements required hereunder, a
compliance certificate in substantially the form of Exhibit B hereto
signed by a senior executive of the PRISA II account, showing the calculations
and computations necessary to determine compliance with this Agreement, stating
that no Default or Unmatured Default exists, or if any Default or Unmatured
Default exists, stating the nature and status thereof, updating Schedule 1 as of
the end of preceding quarter; and

      


      (iv)           Not
less than 10 business days prior to the effective date thereof, an updated
Exhibit reflecting (i) the proposed admission of any new Over 10% Contract
Holder or (ii) any existing Contract Holder which will become an Over 10%
Contract Holder on such date.

      


      19.6           PRISA II's Contract
Holders.  PRISA II shall not consent to any material
modifications to PRISA II's separate account agreements with the Contract
Holders, other than changes in the ordinary course of business which do not
increase the rights of such Contract Holders to terminate such agreements or to
withdraw funds from PRISA II and do not adversely affect the priority of PRISA
II's obligations under this Agreement over the claims of the Contract Holders,
without the prior written consent of Lender, which consent will not be
unreasonably withheld or delayed.  PRISA II shall not enter into a
separate account agreement with a Contract Holder that does not give PRISA II
rights substantially the same as or better than those created by the form of
agreement in use as of the date hereof, without the prior written consent of
Lender, which consent will not be unreasonably withheld or delayed.

      


      19.7           Maintenance of Separate
Account Status.  PRISA II shall at all times take all steps
necessary to maintain, and refrain from any act or omission that would eliminate
or in any way diminish its status as a separate account of Prudential under
applicable New Jersey law such that the assets of the Consolidated Group are not
subject to the claims of Prudential's creditors for Prudential's obligations
unrelated to the Consolidated Group.  If there shall be any changes of
fact or law that may reasonably be expected to cause any change in PRISA II's
status as a separate account of Prudential under applicable New Jersey law,
Prudential shall, at the request of Lender from time to time, deliver to Lender
an updated opinion of counsel to PRISA II addressing such changes.

      


      20.           Waiver of Trial By
Jury.  DEVELOPER, LENDER, SAYREVILLE, LLC, AND PRUDENTIAL EACH
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY RELATED HERETO.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR ENTERING INTO THIS
AGREEMENT.  THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE
BY DEVELOPER, LENDER, SAYREVILLE, LLC, AND PRUDENTIAL, AND DEVELOPER, LENDER,
SAYREVILLE, LLC, AND PRUDENTIAL  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. DEVELOPER, LENDER, SAYREVILLE, LLC, AND PRUDENTIAL ARE EACH HEREBY
AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE
EVIDENCE OF THIS WAIVER OF JURY TRIAL. DEVELOPER, LENDER, SAYREVILLE, LLC, AND
PRUDENTIAL 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.

       

      


      
        	
                SIGNATURES
      ON FOLLOWING PAGES

              


      


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      INTENDING
TO BE LEGALLY BOUND HEREBY, EXECUTED AND SEALED as of the day and year first
above written.

      


      WITNESS/ATTEST:                                                                           BORROWER:

      


      SAYREVILLE
SEAPORT ASSOCIATES, L.P.,

      a
Delaware limited partnership

      


      
        	
                 
      

              	
                By:

              	
                Sayreville
      Seaport Associates Acquisition

              


      

      Company,
LLC, its general partner

      


      


      ________________________                                                                       By:
____________________________(SEAL)

      
        	
                 
      

              	
                Name:
      Jon Robinson

              


      

      
        	
                 
      

              	
                Title:  Vice-President

              


      

      


      


      WITNESS/ATTEST:                                                                           GENERAL
PARTNER:

      


      SAYREVILLE
SEAPORT ASSOCIATES

      ACQUISITION
COMPANY, LLC,

      a
Delaware limited liability company

      


      


      _________________________                                                                By:  ______________________________(SEAL)

      Name: Jon
Robinson

      Title:  Vice
President

      


      


      WITNESS/ATTEST:                                                                           OPG:

      


      OPG PARTICIPATION, LLC,

      a Pennsylvania limited liability
company

      


      


      ___________________________                                                                               By:  __________________________(SEAL)

              Name:
Jon Robinson

       Title:  Vice
President

      


      


      WITNESS/ATTEST:                                                                             O'NEILL:

      


      


      ____________________________                                                                                                ________________________________(SEAL)

      J. Brian O'Neill,
individually

      


      [Signature
Page 1 of 3 - Multi-Party Agreement]


      
        
          
             

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      


      WITNESS/ATTEST:                                                                LENDER:

      


      


      NL
INDUSTRIES, INC.

      a New
Jersey corporation

      


      


      __________________________                                                                           By:  ______________________(SEAL)

      Name:

      Title:

      


      


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

      


      By:___________________________________

      Name:________________________________

      Title:_________________________________

      


      


      SAYREVILLE
LLC:

      


      SAYREVILLE
PRISA II LLC, a Delaware limited liability company

      


      
        	
                 
      

              	
                By:

              	
                THE
      PRUDENTIAL INSURANCE COMPANY OF AMERICA, an insurance company organized
      under the laws of the State of New Jersey, acting solely on behalf of and
      for the benefit of its insurance company separate account, PRISA II, its
      sole member

              


      

      


      


      By:_________________________________

      Name:                      Steven
B. LaBold

      Title:                      Vice
President

      


      


      


      


      


      


      [Signature
Page 2 of 3 - Multi-Party Agreement]

      



      
        
          
             

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      PRUDENTIAL:

      


      THE
PRUDENTIAL INSURANCE COMPANY

      OF
AMERICA, an insurance company organized under the laws of the State of New
Jersey, acting solely on behalf of and for the benefit of, and with its
liability limited to the assets of, its insurance company separate account,
PRISA II (except as expressly provided in Section 18 hereof)

      


      By:                                                                           

      Name:______________________________

      Title:_______________________________

      


      [Signature
Page 3 of 3 - Multi-Party Agreement]