AMENDMENT TO RESTATED AND AMENDED SETTLEMENT AGREEMENT AND RELEASE

THIS AMENDMENT TO RESTATED AND AMENDED SETTLEMENT AGREEMENT AND RELEASE (this “Amendment”) is made this 25th day of September, 2008 by and among NL Industries, Inc., a New Jersey corporation (“NL”); NL Environmental Management Services, Inc., a New Jersey corporation (“NL EMS” and, together with NL, the “NL Companies”); the Sayreville Economic and Redevelopment Agency, a municipal redevelopment agency (“SERA”); Sayreville Seaport Associates, L.P., a Delaware limited partnership authorized to transact business in New Jersey (“SSA”); and the County of Middlesex, a county organized under the laws of New Jersey (the “County”).  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Settlement Agreement (defined below).

WHEREAS , the parties entered into that certain Reinstated and Amended Settlement Agreement and Release dated June 26, 2008 (the “Settlement Agreement”); and

WHEREAS , the parties wish to amend the Settlement Agreement as more particularly set forth in this Amendment below.

NOW THEREFORE , in consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound hereby, the parties agree as follows:

1.   Amendment to Section 1.a. of Settlement Agreement .  Section 1.a. of the Settlement Agreement is hereby deleted in its entirety and the following new Section 1.a. is hereby substituted in lieu thereof:

“a.           The “Initial Closing” shall occur on or before September 25, 2008 (the “Initial Closing Date”).  At the Initial Closing:”

The foregoing amendment to Section 1.a. of the Settlement Agreement shall have no effect on subsections 1.a.i., ii. and iii., which subsections shall remain as originally drafted in the Settlement Agreement.

2.            Amendment to Section 9.a.iii.(A) of Settlement Agreement . The final sentence of Section 9.a.iii.(A) of the Settlement Agreement is hereby deleted in its entirety and the following new sentences are hereby substituted in lieu thereof:

“SSA covenants and agrees that, prior to making a request for funds under the Financial Assurance Agreement, SSA shall first utilize any state grant funds, EIT loans, or other public grants which have already been received by SERA and are available at the time such funds are necessary for SSA to undertake remediation at the Property.  To the extent that there are insufficient state grant funds, EIT loans and other public grants received by SERA to perform the remediation at the Property or if costs related to the remediation are not eligible for public funds, SSA shall have the right to draw funds under and subject to the terms of the Financial Assurance Agreement to pay for Eligible Uses.”