LEASEHOLD MORTGAGE, ASSIGNMENT, SECURITY AGREEMENT AND FIXTURE FILING by SAYREVILLE SEAPORT ASSOCIATES, L.P., a Delaware limited partnership, as Mortgagor, to and in favor of NL INDUSTRIES, INC. and NL ENVIRONMENTAL MANAGEMENT SERVICES, INC., as...Assignment, Security Agreement and Fixture Filing • October 16th, 2008 • Nl Industries Inc • Industrial inorganic chemicals • New Jersey
THIS LEASEHOLD MORTGAGE, ASSIGNMENT, SECURITY AGREEMENT AND FIXTURE FILING (this "Mortgage") is made this 15th day of October, 2008, by SAYREVILLE SEAPORT ASSOCIATES, L.P., a Delaware limited partnership ("Mortgagor"), with its main office at c/o O'Neill Properties Group, L.P., 2701 Renaissance Boulevard, 4th Floor, King of Prussia, Pennsylvania 19406, in favor of NL INDUSTRIES, INC., a New Jersey corporation and NL ENVIRONMENTAL MANAGEMENT SERVICES, INC., a New Jersey corporation, each with offices at 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240
GUARANTY AGREEMENTGuaranty Agreement • October 16th, 2008 • Nl Industries Inc • Industrial inorganic chemicals
THIS GUARANTY AGREEMENT (this "Guaranty") is made as of the 15th day of October, 2008 by J. BRIAN O'NEILL, (individually "Guarantor") in favor of NL INDUSTRIES, INC., a New Jersey corporation (“NL Industries”) and NL ENVIRONMENTAL MANAGEMENT SERVICES, INC. (“NLEMS” and, collectively with NL Industries, “Lender”) and their respective successors and assigns. Capitalized terms not otherwise defined herein shall have the definitions ascribed to them in that certain Reinstated and Amended Settlement Agreement and Release dated June 26, 2008 among Lender, Borrower, the Sayreville Economic and Redevelopment Agency (“SERA”) and the County of Middlesex, New Jersey (the “County”), as amended by that Amendment to Reinstated and Amended Settlement Agreement and Release dated as of September 25, 2008 (as amended, the “Settlement Agreement and Release”).
MULTI-PARTY AGREEMENTMulti-Party Agreement • October 16th, 2008 • Nl Industries Inc • Industrial inorganic chemicals • New Jersey
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 "P
REINSTATED AND AMENDED SETTLEMENT AGREEMENT AND RELEASEReinstated and Amended Settlement Agreement and Release • October 16th, 2008 • Nl Industries Inc • Industrial inorganic chemicals • New Jersey
THIS SETTLEMENT AGREEMENT AND RELEASE (this “Agreement”) is made and entered into this 26th day of June, 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”).
AMENDMENT TO RESTATED AND AMENDED SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • October 16th, 2008 • Nl Industries Inc • Industrial inorganic chemicals • New Jersey
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).
MORTGAGE NOTE THIS MORTGAGE NOTE IS NON-NEGOTIABLEMortgage Note • October 16th, 2008 • Nl Industries Inc • Industrial inorganic chemicals
FOR VALUE RECEIVED, SAYREVILLE SEAPORT ASSOCIATES, L.P., a Delaware limited partnership, ("Borrower") hereby promises to pay to the order of NL Industries, Inc., a New Jersey corporation ("NL Industries") and NL Environmental Management Services, Inc., a New Jersey corporation ("NL Environmental" together with NL Industries and any and all of their successors and assigns and/or any other holder of this Note, collectively, the "Lender"), without offset, in immediately available funds in lawful money of the United States of America, at its offices 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240, or at such other place or places as may hereafter be designated by Lender, the principal sum of FIFTEEN MILLION DOLLARS and No/100 Dollars ($15,000,000.00) (or the unpaid balance of all principal advanced against this Note, if that amount is less), together with interest on the unpaid principal balance of this Note from day to day outstanding as hereinafter provided (the "Loan").
INTERCREDITOR, SUBORDINATION AND STANDSTILL AGREEMENTIntercreditor, Subordination and Standstill Agreement • October 16th, 2008 • Nl Industries Inc • Industrial inorganic chemicals • New Jersey
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.
