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The Riverfront Development Corporation
c/o The Holt Group, Inc.
P.O. Box 8698
Philadelphia, PA 19101
Att.: John A. Evans
Telefax : 00-1-609-742-3291
RLH Oslo, November 05, 1999
RE: EXTENSION OF THE TERM OF THE LOAN FACILITY - ACL SHARES
We refer to our discussions regarding a one year extension of the present loan
facility of NOK 80,000,000. We are pleased to give you the following offer:
Borrower : The Riverfront Development Corporation.
Leader : Finansbanken ASA
Loan Amount : NOK 80,000,000 or the equivalent in USD at the current
NOK/USD exchange rate applicable at any time.
Facility Type : Revolving Credit.
Tranches: : A maximum of 5 tranches can be outstanding at any time.
Currencies: : The tranches under the Revolving Credit can be in NOK
and/or USD.
Purpose : General financing of the day to day activities of the
Borrower.
Advance Rate : At each drawdown date, the total outstanding under the
Facility shall not exceed 45 % of the market value of the
pledged shares.
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 can be drawn at a later date.
Repayment : The Revolving Credit shall be repaid in full not later than
December 30, 2000.
Interest rate : NIDR (NOK)/LIBOR (USD) + 2.25 % p.a. for 1, 3 or 6 months
interest periods at your option or longer periods if
available. Interest shall be payable every third month if an
interest period of more than 3 months is selected.
FINANSBANKEN ASA Forstaksregisteret: NO 953 299 216
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Hovedkanfor: Representaslonskontor:
Stortingagt. 8 Radbusgt. 4
Postboks 817 Sentrum Postboks 143 Sentrum
O104 OSLO 5804 Bergen
Tlf: 22 47 40 00, Fax: 22 47 41 00 Tlf: 55 20 23 00, Fax: 55 30 23 10
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THE RIVERFRONT DEVELOPMENT CORPORATION, 05.11.99
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 : 0.25 % of the commitment, payable upon acceptance of this
offer.
Security : - A first priority pledge in 2,192,800 shares in Atlantic
Container Line AB owned by the Borrower.
- An unconditional and irrevocable guarantee for the full
amount of the loan plus accrued interest from The Holt
Group, Inc. (replaces the present guarantees from Holt
Hauling and Warehousing System, Inc and Holt Cargo
System, Inc.)
Other conditions : 1. Cross default to any other obligations of the Borrower and
the Guarantor.
2. The outstanding loan shall never exceed 50 % of the market
value of the shares pledged. The market value to be
defined as price listed 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 50 % 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 45 %.
3. The Borrower shall have all its bank accounts with
Finansbanken ASA. This includes the securities account
(VPS account) which holds the ACL shares.
4. No further debt or other commitments to be obtained by
the Borrower without the prior written consent from the
Lender.
5. No dividends or other distributions to be paid to the
owners without the prior written consent of the Lender.
6. All corporate documents to be approved by the Lender
before drawdown.
7. 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.
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THE RIVERFRONT DEVELOPMENT CORPORATION, 05.11.99
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 possile
acceptance no later than 1 month from today.
Yours sincerely,
p.p. Finansbanken ASA
/s/ Roald L. Hoern
Roald L. Hoern
General Manager
The aove offer is accepted:
Date: 11/5/99
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Signature /s/ John A. Evans
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Corp. Secy.
