Attached files
file | filename |
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EX-23.1 - NL INDUSTRIES, INC. 10K09 EXHIBIT 23.1 - NL INDUSTRIES INC | nl10k08exhibit23_1.htm |
EX-31.2 - NL INDUSTRIES, INC. 10K09 EXHIBIT 31.2 - NL INDUSTRIES INC | nl10k08exhibit31_2.htm |
EX-23.2 - NL INDUSTRIES, INC. 10K09 EXHIBIT 23.2 - NL INDUSTRIES INC | nl10k08exhibit23_2.htm |
EX-31.1 - NL INDUSTRIES, INC. 10K09 EXHIBIT 31.1 - NL INDUSTRIES INC | nl10k08exhibit31_1.htm |
EX-32.1 - NL INDUSTRIES, INC. 10K09 EXHIBIT 32.1 - NL INDUSTRIES INC | nl10k08exhibit32_1.htm |
EX-21.1 - NL INDUSTRIES, INC. 10K09 EXHIBIT 21.1 - NL INDUSTRIES INC | nl10k08exhibit21_1.htm |
EX-10.38 - NL INDUSTRIES, INC. 10K09 EXHIBIT 10.38 - NL INDUSTRIES INC | nl10k08exhibit10_38.htm |
EX-10.40 - NL INDUSTRIES, INC. 10K09 EXHIBIT 10.40 - NL INDUSTRIES INC | nl10k08exhibit10_40.htm |
EX-10.35 - NL INDUSTRIES, INC. 10K09 EXHIBIT 10.35 - NL INDUSTRIES INC | nl10k08exhibit10_35.htm |
10-K - NL INDUSTRIES, INC. 10K2009 - NL INDUSTRIES INC | nl10k2009.htm |
Exhibit
A
Property
Description
Lots 1,
1.01 and 4 in Block 257.01, and Lot 1 in Block 257.02 (Premises "A", "B" &
"E")
N/F
Sayreville Economic Redevelopment Agency
Borough
of Sayreville
Middlesex
County, New Jersey
All that
certain tract or parcel of land located in the Borough of Sayreville, County of
Middlesex, State of New Jersey, bounded and described as follows:
Beginning
at a point, said point being the intersection of the northwesterly line of Lot
20.01, Block 62.02, N/F Conrail - Raritan River Railroad, Kearny Branch, with
the northeasterly line of Lot 30.11, Block 257.01, N/F Middlesex County
Utilities Authority, and from said beginning point running:
1.
|
Along
said northeasterly line of Lot 30.11, Block 257.01, and continuing along
the northeasterly line of Lots 1.03 and 3.01, Block 257.01, N/F Middlesex
County Utilities Authority, North 39° 18' 29" West, a distance of 638.86
feet to a point in the southeasterly line of Lot 3.01, Block 257.01,
thence
|
2.
|
Along
said southeasterly line of Lot 3.01, Block 257.01, North 29° 46' 18" East,
a distance of 493.75 feet to a point in the northeasterly line of Lot
3.01, Block 257.01, thence
|
3.
|
Along
said northeasterly line of Lot 3.01, Block 257.01, North 60° 13' 42" West,
a distance of 65.00 feet to a point in the Pierhead/Bulkhead line as
established by the Army Corps. of Engineers by a map entitled "Pierhead
and Bulkhead Lines, Raritan Bay and River, N.J., Cheesequake Creek to
Edgars Dock , dated August 1934, revised through April 1957",
thence
|
Along
said Pierhead/Bulkhead line as established by the Army Corps. of Engineers, the
following three (3) courses:
4.
|
North
29° 46' 18" East, a distance of 718.29 feet to a point,
thence
|
5.
|
North
17° 51' 35" East, a distance of 2,000.18 feet to a point,
thence
|
6.
|
North
39° 30' 18" East, a distance of 131.77 feet to a point in the westerly
line of a riparian grant to National Lead Company from the State of New
Jersey, Board of Commerce and Navigation, Liber N-2, Page 135 etc.,
thence
|
Along
said westerly and northerly line of a riparian grant to National Lead Company
from the State of New Jersey, Board of Commerce and Navigation, Liber N-2, Page
135 etc., the following two (2) courses:
7.
|
North
18° 27' 18" East, a distance of 25.78 feet to a point,
thence
|
8.
|
South
71° 32' 42" East, a distance of 9.92 feet to a point in the aforementioned
Pierhead/Bulkhead line as established by the Army Corps. of Engineers,
thence
|
9.
|
Along
said Pierhead/Bulkhead line as established by the Army Corps. of
Engineers, North 39° 30' 18" East, a distance of 533.50 feet to a point,
thence
|
10.
|
South
64° 00' 42" East, a distance of 150.26 feet to a point in a former mean
high • water line of the Raritan River, said lands being lands "now or
formerly below mean high water" as mapped and claimed by the State of New
Jersey, thence
|
11.
|
Along
said former mean high water line of the Raritan River, said lands being
lands "now or formerly below mean high water" as mapped and claimed by the
State of New Jersey, the various courses thereof, a distance of 3,253
feet, more or less, to a point in the westerly right-of-way line of the
New Jersey Garden State Parkway, said point being 3,052.46 feet on a
bearing of North 57° 54' 30" East from the terminus of the prior course,
thence
|
Along
said westerly and northwesterly right-of-way line of the New Jersey Turnpike
Authority, Garden State Parkway, the following fourteen (14)
courses:
12.
|
South
02° 39' 35" West, a distance of 828.14 feet to a point of curvature,
thence
|
13.
|
In
a general southerly direction on the arc of a curve to the right having a
radius of 65.00 feet and an arc length of 44.47 feet, chord bearing and
distance of South 22° 15' 36" West, 43.61 feet, to a point of tangency,
thence
|
14.
|
South
41° 51' 37" West, a distance of 134.53 feet to a point of curvature,
thence
|
15.
|
In
a general southerly direction on the arc of a curve to the left having a
radius of 135.00 feet and an arc length of 160.03 feet, chord bearing and
distance of South 07° 54' 05" West, 150.82 feet, to a point of reverse
curvature, thence
|
16.
|
In
a general southerly direction on the arc of a curve to the right having a
radius of 365.00 feet and an arc length of 154.39 feet, chord bearing and
distance of South 13° 56' 22" East, 153.24 feet, to a point of tangency,
thence .
|
17.
|
South
01° 49' 18" East, a distance of 569.54.feet to a point,
thence
|
18.
|
South
05° 31' 48" East, a distance of 415.45 feet to a point,
thence
|
19.
|
South
03° 52' 32" East, a distance of 301.38 feet to a point,
thence
|
20.
|
South
08° 11' 22" East, a distance of 297.33 feet to a point of curvature;
thence
|
21.
|
In
a general southerly direction on the arc of a curve to the right having a
radius of 465.00 feet and an arc length of 198.15 feet, chord bearing and
distance of South 04° 01' 06" West, 196.66 feet, to a point of tangency,
thence
|
22.
|
South
16° 13' 35" West, a distance of 171.37 feet to a point,
thence
|
23.
|
South
09° 19' 46" West, a distance of 240.48 feet to a point,
thence
|
24. South 14°
39' 43" West, a distance of 305.60 feet to a point, thence
25.
|
South
24° 02' 00" West, a distance of 196.24 feet to a point in the
northeasterly right-of-way line of Chevalier Avenue, 50-foot wide
right-of-way, thence
|
Along
said northeasterly right-of-way line of Chevalier Avenue, the following three
(3) courses:
26.
|
North
68° 06' 10" West, a distance of 9.09 feet to a point,
thence
|
27.
|
North
62° 39' 10" West, a distance of 1,399.81 feet to a point, thence
3
|
28.
|
North
38° 07' 00" West, a distance of 176.85 feet to a point in southeasterly
line of Lot 22, Block 62.02, N/F Conrail - Raritan River Railroad, Kearny
Branch, thence
|
Along
said southeasterly, southwesterly and northwesterly lines of Lot 22, Block
62.02, the following three (3) courses:
29.
|
North
27° 20' 51" East, a distance of 223.24 feet to a point, said point being
witnessed by an iron pipe found 0.6-foot southwest of the herein described
point, thence
|
30.
|
North
62° 38' 23" West, a distance of 50.00 feet to a point, said point being
witnessed by a railroad spike found 0.5-foot southwest of the herein
described point, thence
|
31.
|
South
27° 20' 51" West, a distance of 17.13 feet to a point in the northeasterly
line of Lot 1.01, Block 257.02, N/F Borough of Sayreville,
thence
|
32.
|
Along
said northeasterly line of Lot 1.01, Block 257.02, North 62° 39' 09" West,
a distance of 124.99 feet to a point in the northerly terminus of
Chevalier Avenue; thence
|
33.
|
Along
said northerly terminus of Chevalier Avenue, North 89° 45' 21" West, a
distance of 56.17 feet to a point in the westerly right-of-way line of
Chevalier Avenue, thence
|
34.
|
Along
said westerly right-of-way line of Chevalier Avenue, in a general
southerly direction on the arc of a curve to the right having a radius of
493.34 feet and an arc length of 279.12 feet, chord bearing and distance
of South 12° 06' 04" East, 275.41 feet, to a point on the aforementioned
northwesterly line of Lot 20, Block 62.02,
thence
|
35.
|
Along
said northwesterly line of Lot 20, Block 62.02, South 27° 20' 51" West, a
distance of 999.59 feet to a point of curvature,
thence
|
36.
|
In
a general southwesterly direction on the arc of a curve to the right
having a radius of 930.37 feet and an arc length of 379.07 feet, chord
bearing and distance of South 39° 01' 11" West, 376.45 feet, to a point on
the northeasterly line of Lot 30.12, Block 257.01, N/F Middlesex County
Utilities Authority, thence
|
37.
|
Along
said northeasterly line of Lot 30.12, Block 257.01, North 39° .18' 19"
West, a distance of 12.40 feet to a point in the easterly line of Lot
30.12, Block 257.01, thence
|
38.
|
Along
said easterly line of Lot 30.12, Block 257.01, in part, and along the
easterly line of Lot 1.10, Block 257.01, N/F Middlesex County Utilities
Authority, North 11° 10' 21" East, a distance of 311.88 feet to a point in
the northerly line of Lot 1.10, Block 257.01,
thence
|
39.
|
Along
said northerly line of Lot 1.10, Block 257.01, North 78° 49' 39" West, a
distance of 40.00 feet to a point in the westerly line of Lot 1.10, Block
257.01, thence
|
40.
|
Along
said westerly line of Lot 1.10, Block 257.01, South 11° 10' 21" West, a
distance of 332.70 feet to a point in the northwesterly line of Lot 30.12,
Block 257.01, thence
|
41.
|
Along
said northwesterly line of Lot 30.12, Block 257.01, South 50° 41' 31"
West, a distance of 101.14 feet to a point in the southwesterly line of
Lot 30.12, Block 257.01, thence
|
42.
|
Along
said southwesterly line of Lot 30.12, Block 257.01, South 39° 18' 29"
East, a distance of 30.00 feet to a point in the northwesterly line of Lot
20, Block 62.02, said point being witnessed by a concrete monument found,
thence
|
43.
|
Along
said northwesterly line of Lot 20, Block 62.02, and continuing along the
northwesterly line of Lot 20.01, Block 62.02, N/F Conrail - Raritan River
Railroad, Kearny Branch, South 50° 41' 31" West, a distance of 1,840.00
feet to the point and place of
beginning.
|
Said
description of Lots 1, 1.01 and 4 in Block 257.01 and Lot 1 in Block 257.02
containing 10,973,162 Square Feet or 251.909 Acres, more or less. Said described
lands being known as all of Lots 1, 1.01 and 4, Block 257.01, and Lot 1, Block
257.02, as shown on the official Tax Map of the Borough of
Sayreville.
Excepting
and excluding any and all lands "now or formerly below mean high water" as
mapped and claimed by the State of New Jersey and not previously conveyed to
National Lead or a predecessor in title immediately adjacent to or through the
described parcel.
Said
description of Lots 1, 1.01 and 4 in Block 257.01 and Lot 1 in Block 257.02
having been drawn in accordance with a map entitled "ALTA/ACSM Survey of Lots 1,
1.01, 4, 5, 6, Block 257.01, Lot 1, Block 257.02, Lot 1, Block 275.02, and Lot
3.04, Block 257, prepared for Sayreville Economic Redevelopment Agency, Situated
in the Borough of Sayreville, Middlesex County, New Jersey", prepared by CME.
Associates, dated October 09, 2008.
Lot 5 in
Block 257.01 (Premises "C")
N/F
Sayreville Economic Redevelopment Agency
Borough
of Sayreville
Middlesex
County, New Jersey
All that
certain tract or parcel of land located in the Borough of Sayreville, County of
Middlesex, State of New Jersey, bounded and described as follows:
Beginning
at a point, said point being the intersection of the northwesterly line of Lot
20.01, Block 62.02, lands N/F Conrail - Raritan River Railroad, Kearny Branch,
with the southwesterly line of Lot 30.11, Block 257.01, N/F Middlesex County
Utilities Authority, and from said beginning point running:
Along the
aforementioned northwesterly line of Lot 20.01, Block 62.02, the following two
(2) courses:
1.
|
South
50° 41' 31" West, a distance of 183.30 feet to a point of curvature,
thence
|
2. In a
general southwesterly direction on the arc of a curve to the left having a
radius of 1,457.69
feet and an arc length of 382.90 feet, chord bearing and distance of South 43°
10'00" West,
381.80 feet, to a point on the northwesterly line of Lot 30.10, Block 257.01,
N/F
Middlesex
County Utilities Authority, thence
3.
|
Along
said northwesterly line of Lot 30.10, Block 257.01, and continuing along
the northwesterly line of Lot 1.07, Block 257.01, N/F Middlesex County
Utilities Authority, along a non-tangent line, South 50° 41' 31" West, a
distance of 448.83 feet to a point of curvature,
thence
|
Along the
aforementioned northwesterly and westerly lines of Lot 1.07, Block 257.01, the
following two (2) courses:
4.
|
In
a general southwesterly direction on the arc of a curve to the left having
a radius of 286.52 feet and an arc length of 180.03 feet, chord bearing
and distance of South 32° 41' 31" West, 177.08 feet, to a point of
tangency, thence
|
5.
|
South
14° 41' 31" West, a distance of 171.76 feet to a point in the
northeasterly line of Lot 3.01, Block 256, N/F Sayreville Economic
Redevelopment Agency, thence
|
Along
said northeasterly line of Lot 3.01, Block 256, the following two (2)
courses:
6.
|
North
65° 23' 04" West, a distance of 52.98 feet to a point,
thence
|
7.
|
North
54° 04' 00" West, a distance of 385.91 feet to a point in the "Pierhead
and Bulkhead Line" as established by the Army Corps. of Engineers on a map
entitled "Pierhead and Bulkhead Lines, Raritan Bay and River, N.J.,
Cheesequake Creek to Edgars Dock", dated August 1934,
thence
|
Along
said "Pierhead and Bulkhead Line" as established by the Army Corps. of
Engineers, the following two (2) courses:
8.
|
North
35° 44' 18" East, a distance of 786.54 feet to a point,
thence
|
9.
|
North
29° 46' 18" East, a distance of 436.24 feet to a point in the
southwesterly line of Lot 3.01, Block 257.01, N/F Middlesex County
Utilities Authority, thence
|
Along
said southwesterly and southeasterly lines of Lot 3.01, Block 257.01, and the
following two (2) courses:
10.
|
South
60° 13' 42" East, .a distance of 50.00 feet to a point,
thence
|
11.
|
North
29° 46' 18" East, a distance of 272.31 feet to a point in the
aforementioned southwesterly line of Lot 3.01, Block 257.01,
thence
|
12.
|
Along
said southwesterly line of Lots 3.01, 1.03 and 30.11, Block 257.01, N/F
Middlesex County Utilities Authority, South 39° 18' 29" East, a distance
of 624.34 feet to the point and place of beginning, said point being
witnessed by an iron rebar found 4.1' southwest of the herein described
point.
|
Said
description of Lot 5 in Block 257.01 containing 661,978 Square Feet or 15.197
Acres, more or less. Said described lands being known as all of Lot 5, Block
257.01, as shown on the official Tax Map of the Borough of
Sayreville.
Excepting
and excluding any and all lands "now or formerly below mean high water" as
mapped and claimed by the State of New Jersey and not previously conveyed to
National Lead or a predecessor in title immediately adjacent to or through the
described parcel.
Said
description of Lot 5 in Block 257.01 having been drawn in accordance with a map
entitled "ALTA/ACSM Survey of Lots 1, 1.01, 4, 5, 6, Block 257.01, Lot 1, Block
257.02, Lot 1, Block 275.02, and Lot 3.04, Block 257, prepared for Sayreville
Economic Redevelopment Agency, Situated in the Borough of Sayreville, Middlesex
County, New Jersey", prepared by CME Associates, dated October 09,
2008.
Lot 1 in
Block 275.02 (Premises "F")
N/F
Sayreville Economic Redevelopment Agency
Borough
of Sayreville
Middlesex
County, New Jersey
All that
certain tract or parcel of land located in the Borough of Sayreville, County of
Middlesex, State of New Jersey, bounded and described as follows:
Beginning
at a point, said point being the intersection of the easterly line of Lot 2,
Block 275.02, N/F New Jersey Turnpike Authority, with the northeasterly
right-of-way line of Chevalier Avenue, 50-foot wide right-of-way, and from said
beginning point running:
1.
|
Along
the aforementioned easterly line of Lot 2, Block 275.02, North 18° 41' 11"
East, a distance of 200.00 feet to a point, said point being.witnessed by
a concrete .monument found 2.4-feet east of the herein described point,
thence
|
Along the
lands N/F New Jersey State Turnpike Authority, Garden State Parkway, the
following two (2) courses:
2.
|
South
71° 18' 49" East, a. distance of 350.00 feet to a point,
thence
|
3.
|
South
18° 41' 11" West, a distance of 172.00 feet to a point in the northerly
right-of-way line of Chevalier Avenue,
thence
|
4.
|
Along
said northerly right-of-way line of Chevalier Avenue, in a general
westerly direction on the arc of a curve to the right having a radius of
534.22 feet and an arc length of 227.14 feet, chord bearing and distance
of North 80° 17' 00" West, 225.44 feet, to a point of tangency,
thence
|
5.
|
North
68° 06' 10" West, a distance of 127.52 feet to the point and place of
beginning.
|
Said
description of Lot 1 in Block 275.02 containing 69,944 Square Feet or 1.606
Acres, more or less. Said described lands being known as all of Lot 1, Block
275.02, as shown on the official Tax Map of the Borough of
Sayreville.
Said
description of Lot 1 in Block 275.02 having been drawn in accordance with
certain map entitled "ALTA/ACSM Survey of Lots 1, 1.01, 4, 5, 6, Block 257.01,
Lot 1, Block 257.02, Lot 1, Block 275.02, and Lot 3.04, Block 257, prepared for
Sayreville Economic Redevelopment Agency, Situated in the Borough of Sayreville,
Middlesex County, New Jersey", prepared by CME Associates, dated October 09,
2008
Lot 6 in
Block 257.01 (Premises "D")
N/F
Sayreville Economic Redevelopment Agency
Borough
of Sayreville
Middlesex
County, New Jersey
All that
certain tract or parcel of land located in the Borough of Sayreville, County of
Middlesex, State of New Jersey, bounded and described as follows:
Beginning
at a point, said point being the intersection of the westerly line of Lot 20.01,
Block 62.02, lands N/F Conrail Raritan River Railroad - Kearny Branch, with the
northerly line of Lot 3, Block 256, N/F Sayreville Economic Redevelopment
Agency, and from said beginning point running:
1.
|
Along
the aforementioned northerly line of Lot 3, Block 256; South 71° 36' 56"
West, a distance. of 54.81 feet to a point in the northeasterly line of
Lot 3.01, Block 25.6, N/F. Sayreville Economic Redevelopment Agency, said
point being witnessed by a • concrete monument found 0.4-foot southeast of
the herein described point, thence
|
2.
|
Along
the aforementioned northeasterly line of Lot 3.01, Block 256, North 65°
23' 04" West, a distance of 89.38 feet to a point in the easterly line of
Lot 1.07, Block 257.01, N/F Middlesex County Utilities Authority,
thence
|
Along
said easterly and southeasterly lines of Lot 1.07, Block 257.01, the following
two (2) courses:
3.
|
North
14° 41' 31" East, a distance of 189.25 feet to a point of curvature,
thence
|
4.
|
In
a general northeasterly direction on the arc of a curve to the right
having a radius of 186.52 feet and an arc length of 117.19 feet, chord
bearing and distance of North 32° 41' 31" East, 115.28 feet, to a point of
tangency, thence
|
5.
|
Continuing
along the southeasterly line of Lot 1.07, Block 257.01, in part, and along
the southeasterly line of Lot 30.10, Block 257.01, N/F Middlesex County
Utilities Authority, North 50° 41' 31" East, a distance of 183.28 feet to
a point in the aforementioned westerly line of Lot 20.01, Block 62.02,
thence
|
6.
|
Along
said westerly line of Lot 20.01, Block 62.02, in a general southerly
direction on lthe arc of a curve to the left having a radius of 1,457.69
feet and an arc length of 434.36 feet, chord bearing and distance of South
15° 56' 04" West, 432.76 feet, to the point and place of
beginning.
|
Said
description of Lot 6 in Block 257.01 containing 43,454 Square Feet or 0.998
Acre, more or less. Said described lands being known as all of Lot 6, Block
257.01, as shown on the official Tax Map of the Borough of
Sayreville.
Said
description of Lot 6 in Block 257.01 having been drawn in accordance with a map
entitled "ALTAIACSM Survey of Lots 1, 1.01, 4, 5, 6, Block 257.01, Lot 1, Block
257.02, Lot 1, Block 275.02, and Lot 3.04, Block 257, prepared for Sayreville
Economic Redevelopment Agency,. Situated
in the Borough of Sayreville, Middlesex County, New Jersey", prepared by CME
Associates, dated October 09, 2008
Lot 3.04
in Block 257 (Premises "G")
N/F
Sayreville Economic Redevelopment Agency
Borough
of Sayreville
Middlesex
County, New Jersey
All that
certain tract or parcel of land located in the Borough of Sayreville, County of
Middlesex, State of New Jersey, bounded and described as follows:
Beginning
at a point, said point being the intersection of the southwesterly line of Lot
3.06, Block 257, with the westerly right-of-way line of a 25-foot wide
Right-of-Way, now known as part of Main Street, and from said beginning point
running:
1.
|
Along
said westerly right-of-way line of a 25-foot wide right-of-way, now known
as part of Main Street, South 18° 41' 11" West, a distance of 529.65 feet
to a point in the northerly line of Lot 1.04, Block 257, N/F Middlesex
County Utilities Authority, said point being witnessed by a. capped iron
bar found 2.8-feet east of the herein described point,
thence
|
2.
|
Along
said northerly line of Lot 1.04, Block 257, South 71° 36' 56" West, a
distance of 124.61 feet to a point in the northeasterly line of Lot 3.05,
Block 257, N/F Middlesex County Utilities Authority, said point being
witnessed by a concrete monument found,
thence
|
Along the
northeasterly lines of Lot 3.05, Block 257, and the following three (3)
courses:
3.
|
North
57° 01' 45" West, a distance of 469.74 feet to a point, said point being
witnessed by a concrete monument found 0.2-foot northwest of the herein
described point, thence
|
4.
|
North
39° 16' 58" West, a distance of 1,293.20 feet to a point,
thence
|
5.
|
North
62° 39' 09" West, a distance of 100.00 feet to a point in the
southeasterly right-of-way line of the Conrail - Raritan River Railroad,
Kearny Branch, Lot 20, Block 62.02,
thence
|
6.
|
Along
said southeasterly right-of-way line of the Conrail - Raritan River
Railroad, Kearny Branch, Lot 20, Block 62.02, North 27° 20' 51" East, a
distance of 976.76 feet to a point in the southwesterly right-of-way line
of Chevalier Avenue, thence
|
Along
said southwesterly right-of-way line of Chevalier Avenue, the following two (2)
courses:
7.
|
South
38° 07' 00" East, a distance of 164.90 feet to a point, said point being
witnessed by a concrete monument found 0.9-foot west of the herein
described point, thence
|
8.
|
South
62° 39' 10" East, a distance of 833.24 feet to a point in the
northwesterly line of Lot 3.06, Block 257, N/F Faith Fellowship
Ministries, Inc., thence
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9.
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Along
said northwesterly line of Lot 3.06, Block 257, N/F Faith Fellowship
Ministries, Inc., South 27° 20' 52" West, a distance of 854.43 feet to a
point in the. southwesterly line of Lot 3.06, Block 257,
thence
|
|
10.
Along said southwesterly line of Lot 3.06, Block 257, South 62° 39' 09"
East, a distance of 778.56 feet to the point and place of
beginning.
|
Said
description of Lot 3.04 in Block 257 containing 1,523,314 Square Feet or 34.970
Acres, more or less. Said described lands being known as all of Lot 3.04, Block
257, as shown on the official Tax Map of the Borough of Sayreville.
Said
description of Lot 3.04 in Block 257 having been drawn in accordance with
certain map entitled "ALTA/ACSM Survey of Lots 1, 1.01, 4, 5, 6, Block 257.01,
Lot 1, Block 257.02, Lot 1, Block 275.02, and Lot 3.04, Block 257, prepared for
Sayreville Economic Redevelopment Agency, Situated in the Borough of Sayreville,
Middlesex County, New Jersey", prepared by CME Associates, dated October 09,
2008.
Exhibit
B
Power
of Attorney (attached)
NL
ENVIRONMENTAL MANAGEMENT SERVICES, INC. POWER OF ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS, that NL ENVIRONMENTAL MANAGEMENT SERVICES, INC., a New
Jersey corporation with an address of 5430 LBJ Freeway, Suite 1700, Dallas, TX
75240, hereby makes, constitutes and appoints BANK OF AMERICA, N.A., its true
and lawful attorney, for itself and in its name, place and stead, to take any
and all such acts and/or actions as NL ENVIRONMENTAL MANAGEMENT SERVICES, INC.,
can, may or is entitled to take for and with respect to (i) that certain
Promissory Note dated October /5,
2008 from Sayreville Seaport Associates, L.P., a Delaware limited partnership
("Borrower") to NL ENVIRONMENTAL MANAGEMENT SERVICES, INC. and NL Industries,
Inc., in the original principal sum of $15,000,000.00 (the "Note") and (ii) that
certain Leasehold Mortgage, Assignment, Security Agreement and Fixture Filing
dated October /5,
2008 from Borrower to NT, ENVIRONMENTAL MANAGEMENT SERVICES, INC. and NL
Industries, Inc., securing the Note and encumbering a certain leasehold interest
in certain property located in the Borough of Sayreville, Middlesex County and
State of New Jersey, which leasehold interest may become a fee interest mortgage
as provided for therein (the "Mortgage"), including, without limitation, to
execute and deliver any modification, extension of maturity for one (1) year,
release, discharge, assignment or endorsement of the same and/or to enforce,
ask, demand, sue for, collect and receive all sums of money, interest and other
payments due under or pursuant to the Note and/or Mortgage, as BANK OF AMERICA,
N.A., in its sole and absolute discretion, shall deem appropriate; to foreclose
the Mortgage and to take title to property in the name of NL
ENVIRONMENTAL
MANAGEMENT SERVICES, INC., if BANK OF AMERICA, N.A. thinks proper; to place and
effect insurance with respect to the property encumbered by the Mortgage; to
retain counsel and attorneys on behalf of NL ENVIRONMENTAL MANAGEMENT SERVICES,
INC., to appear for NL ENVIRONMENTAL MANAGEMENT SERVICES, INC. in all actions
and proceedings to which NL ENVIRONMENTAL MANAGEMENT SERVICES, INC. may be a
party in the courts of New Jersey or any other State in the United States, or in
the United States courts, to commence actions and proceedings in the name of NL
ENVIRONMENTAL MANAGEMENT SERVICES, INC. if necessary, to sign and verify in its
name all complaints, petitions, answers and other pleadings of every
description; hereby giving and granting to it, the said attorney, BANK OF
AMERICA, N.A., full power and authority to do and perform all and every act and
anything whatsoever necessary to be done in the
premises, as fully to all intents and purposes as NL ENVIRONMENTAL MANAGEMENT
SERVICES, INC. might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that the said
attorney may do pursuant to this power.
This
Power of Attorney is being given pursuant to the terms of that certain
Intercreditor, Subordination and Standstill Agreement by and between Bank of
America, N.A., as Administrative Agent for itself and on behalf of the other
"Banks" (as defined therein) and NL ENVIRONMENTAL MANAGEMENT SERVICES, INC. and
NL/Industries,
Inc. dated October 16, 2008 (the "Intercreditor Agreement").
This
Power of Attorney shall terminate upon repayment in full of the "Bank Loan" or
the "NL Loan", whichever comes first (as those terms are defined in the
Intercreditor Agreement).
IN
WITNESS WHEREOF, 1\11, ENVIRONMENTAL MANAGEMENT SERVICES, INC., has hereunto set
its hand and seal this 13th
day of October, 2008.
ATTEST: NL
ENVIRONMENTAL MANAGEMENT SERVICES, INC.
BY: /4/14.1., BY:
Name. A.
drew R. Louis Name: Robert D. Graham
Title:
Associate General Counsel Title: President
STATE OF
TEXAS
SS.
COUNTY OF
DALLAS
BE IT
REMEMBERED, that on this 13th
day of October, 2008, before me the subscriber, Amanda K. Beer, duly authorized
by law to take acknowledgments and proofs of deeds therein, personally appeared,
Robert D. Graham, who acknowledged himself/herself to be the President of NL
ENVIRONMENTAL MANAGEMENT SERVICES, INC., and who I am satisfied is the person
mentioned in and having executed the Instrument to which this certificate is
attached as the President and for and on behalf of NL ENVIRONMENTAL MANAGEMENT
SERVICES, INC., and to whom I first made known the contents thereof, and
thereupon such person acknowledged that he/she signed, sealed, and delivered the
same as the voluntary act and deed ofNL ENVIRONMENTAL MANAGEMENT SERVICES, INC.,
for the uses and purposes therein expressed.
[Notary
Page - Power of Attorney]
NL
INDUSTRIES, INC. POWER OF ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS, that NL
INDUSTRIES, INC., a New Jersey corporation with an address of 5430 LBJ
Freeway, Suite 1700, Dallas, TX 75240, hereby makes, constitutes and appoints
BANK. OF AMERICA, N.A., its true and lawful attorney, for itself and in its
name, place and stead, to take any and all such acts and/or actions as NL
INDUSTRIES, INC., can, may or is entitled to take for and with respect to (i)
that certain Promissory Note dated October /
5 , 2008 from Sayreville Seaport Associates, L.P., a Delaware limited
partnership ("Borrower") to NL INDUSTRIES, INC. and NL Environmental Management
Services, Inc., in the original principal sum of $15,000,000.00 (the "Note") and
(ii) that certain Leasehold Mortgage, Assignment, Security Agreement and Fixture
Filing dated October /5-,
2008 from Borrower to NL INDUSTRIES, INC. and NL Environmental Management
Services, Inc., securing the Note and encumbering a certain leasehold interest
in certain property located in the Borough of Sayreville, Middlesex County and
State of New Jersey, which leasehold interest may become a fee interest mortgage
as provided for therein (the "Mortgage"), including, without limitation, to
execute and deliver any modification, extension of maturity for one (1) year,
release, discharge, assignment or endorsement of the same and/or to
enforce,
ask, demand, sue for, collect and receive all sums of money, interest and other
payments due under or pursuant to the Note and/or Mortgage, as BANK OF AMERICA,
N.A., in its sole and absolute discretion, shall deem appropriate; to foreclose
the Mortgage and to take title to property in the name of NL INDUSTRIES, INC.,
if BANK OF AMERICA, N.A. thinks proper; to place and effect insurance with
respect to the property encumbered by the Mortgage; to retain counsel and
attorneys on behalf of NL INDUSTRIES, INC., to appear for NL INDUSTRIES,
INC. in
all actions and proceedings to which NL INDUSTRIES, INC. may be a party in the
courts of New Jersey or any other State in the United States, or in the United
States courts, to commence actions and proceedings in the name of NI,
INDUSTRIES, INC. if necessary, to sign and verify in its name all complaints,
petitions, answers and other pleadings of every description; hereby giving and
granting to it, the said attorney, BANK. OF AMERICA, N.A., full power and
authority to do and perform all and every act and anything whatsoever necessary
to be done in the premises, as fully to all intents and purposes as NL
INDUSTRIES, INC. might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that the said
attorney may do pursuant to this power.
This
Power of Attorney is being given pursuant to the terms of that certain
Intercreditor, Subordination and Standstill Agreement by and between Bank of
America, N.A., as Administrative Agent for itself and on behalf of the other
"Banks" (as defined therein) and NL/INDUSTRIES,
INC. and NL Environmental Management Services, Inc. dated October J, 2008 (the
"Intercreditor Agreement"). This Power of Attorney shall terminate upon
repayment in full of the "Bank Loan" or the "NL Loan", whichever comes first (as
those teuns are defined in the Intercreditor Agreement).
IN
WITNESS WHEREOF, NL INDUSTRIES, INC., has hereunto set its hand and seal this
13th
day of October, 2008.
ATTEST: NL
INDUSTRIES, INC.
BY:
Name: A.
Andrew R. Louis Name: Robert D. Graham
Title:
Associate General Counsel Title: Vice President & General
Counsel
STATE OF
TEXAS
SS.
COUNTY OF
DALLAS
BE IT
REMEMBERED, that on this 13th
day of October, 2008, before me the subscriber, Amanda K. Beer, duly authorized
by law to take acknowledgments and proofs of deeds therein, personally appeared,
Robert D. Graham, who acknowledged himself/herself to be the Vice President
& General Counsel of NL Industries, Inc., and who I am satisfied is the
person mentioned in and having executed the Instrument to which this certificate
is attached as the Vice President & General Counsel and for and on behalf of
NL Industries, Inc., and to whom I first made known the contents thereof, and
thereupon such person acknowledged that he/she signed, sealed, and delivered the
same as the voluntary act and deed of NL Industries, Inc., for the uses and
purposes therein expressed.
[Notary
Page - Power of Attorney]