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.

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 Obligation