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".

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.

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)