The Riverfront Development Corporation
c/o The Holt Group, Inc.
P.O. Box 8698
Philadelphia, PA 19101
Att.: Leo A. Holt/John A. Evans
Telefax:+1 856 742 9401 / +1 856 742 3291
BSH Oslo, February 29, 2000
RE: SHORT TERM INCREASE OF THE LOAN FACILITY - ACL SHARES
We refer to our discussions regarding a short term increase of the present loan
facility of NOK 80.000.000,-, our offer dated February 18, 2000 and subsequent
communication and are pleased to provide the following revised offer:
Borrower: The Riverfront Development Corporation
Lender: Finansbanken ASA
Loan Amount: NOK 165.000.000,- or the equivalent in USD at the current
USD/NOK exchange rate applicable at any time, i.e. and
increase from the current facility by NOK 85.000.000,- (the
"Additional Amount").
Facility Type: Revolving Credit
Tranches: A maximum of 10 tranches may be outstanding at any time.
Currencies: The tranches under the Revolving Credit may be drawn in NOK
and/or USD.
Purpose: The increase may only be used for acquisition of shares in
ACL.
Availability/
Drawdown: The facility will be available for drawdown upon 2 days prior
notice as soon as the offer has been accepted, and the
necessary documentation has been signed and approved. Repaid
amounts under the Facility may be redrawn.
Repayment: The Additional Amount is due no later than June 30, 2000, and
the remaining NOK 80.000.000,- shall be repaid in full not
later than December 30, 2000.
Interest Rate: NOK NIDR/USD LIBOR + 2,25% p.a. for 1, 3 or 6 months interest
periods at your option or longer periods if available on the
current NOK 80.000.000.-.
NOK NIDR/USD LIBOR + 2,50% p.a. for 1, 3 or 6 months interest
periods
[FINANSBANKEN LOGO]
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at your option or longer periods if available shall apply to
all drawings on the Additional Amount.
Interest shall be payable every third month if interest
period with longer duration are selected.
Commitment
commission: 1.00% p.a. of the undrawn amount of the Revolving Credit
Amount from acceptance of this offer, payable quarterly in
arrears.
Arrangement fee: 1.00% of the Additional Amount, payable upon acceptance of
this offer.
Security: 1. A first priority pledge in 2.192.800 shares and any
additional shares acquired under this facility in Atlantic
Container Line AB registered on VPS-account no. 09680 000
4580 and owned by the Borrower.
2. An unconditional and irrevocable on demand guarantee for
the full amount of the loan plus accrued interest from
The Holt Group, Inc.
3. A first priority assignment in any dividends received on
the shares in Atlantic Container Line AB.
4. A first priority pledge in options on 1.525.000 shares in
Atlantic Container Line AB.
Other conditions: 1. Cross default to any other obligations of the Borrower and
the Guarantor.
2. The outstanding loan shall never exceed 60% of the market
value of the pledged shares. The market value to be
defined as price quoted on the Oslo Stock Exchange as
long as there is a functioning market otherwise the
market value shall be decided by Finansbanken.
If the outstanding loan exceeds 60% of the market value
of the shares, the loan shall be repaid or additional
security (acceptable to the Lender) given within 3 days
from such notice is given, so that the ratio of
outstanding loan to market value of the securities does
not exceed 55%.
When the Additional Amount is repaid, the loan outstanding
shall never exceed 55% of the market value of the pledged
shares.
3. The price per share in Atlantic Container Line AB
purchased under this facility shall in no circumstances
exceed NOK 120.
4. The Borrower shall have all its bank accounts with
Finansbanken A.S.A. This includes the securities account
(VPS account) which holds the ACL shares.
5. No further debt or other commitments to be obtained by the
Borrower without the prior written consent from the
Lender.
6. No dividends or other distributions to be paid to the
owners without the prior written consent of the Lender.
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7. All corporate documents to be approved by the Lender
before drawdown.
8. The documentation to be governed by Norwegian Law and the
venue to be Oslo City Court.
9. All expenses (incl. legal fees) to be paid by the
Borrower.
10. The Borrower will at all times be owned directly or
indirectly by Thomas Holt.
Documentation: An addendum to the present loan documentation to be prepared
by the lawfirm of Wikborg, Rein & Co.
We hope you will find our offer acceptable and look forward to possible
acceptance no later than 14 days from today.
Your sincerely
p.p. Finansbanken ASA
/s/ Steinar ter Jung /s/ Bjern S. Havsgard
------------------------ ---------------------
Steinar ter Jung Bjern S. Havsgard
Deputy Managing Director Manager
The above offer is accepted:
14 March on 2000 14 March on 2000
---------------- ----------------
/s/ Thomas J. Holt /s/ Thomas J. Holt
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The Riverfront The Holt Group, Inc
Development Corporation (as guarantor)
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