[FINANS BANKEN LOGO]
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, April 3, 2000
RE.: INCREASE OF THE LOAN FACILITY - ACL SHARES
We refer to our discussions regarding a short term increase of the present loan
facility, our revised offer dated February 29, 2000 as accepted by you and
subsequent discussions regarding the utilisation of the funds. We understand
that your intentions have altered somewhat in that you now wish to exercise
options on a total of 1.975.000 shares of ACL in stead of acquiring additional
shares.
In view of this change of circumstances, Finansbanken ASA will consent to an
increase in the facility from NOK 80.000.000,- to NOK 205.000.000,- on the
following terms and conditions. Please note that the terms and conditions
presented herein shall substitute the conditions of our revised offer dated
February 29, 2000.
Borrower: The Riverfront Development Corporation
Lender: Finansbanken ASA
Loan Amount: NOK 205.000.000,- 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 125.000.000,- (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 to exercise options for
1.975.000 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.
<PAGE>
Repayment: The commitment to be reduced to NOK 145.000.000 no later
than June 30, 2000, and the remaining 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 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.
Arrangements 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,
including 1.975.000 shares acquired under the options,
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
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 ASA.
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 50% of the market value
of the pledged shares.
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.
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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 the Oslo City Court.
8. All expenses (incl. legal fees) to be paid by the
Borrower.
9. 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.
Yours sincerely
p.p. Finansbanken ASA
/s/ Steinar ter Jung /s/ Bjorn S. Havsgard
--------------------------- ---------------------------
Steinar ter Jung Bjorn S. Havsgard
Deputy Managing Director Manager
The above offer is accepted:
4-3-00 4-3-00
--------------- on ---------------- ---------------- on ---------------
/s/ Thomas J. Holt /s/ Thomas J. Holt
-------------------------------------- -----------------------------------
The Riverfront Development Corporation The Holt Group, Inc. (as guarantor)
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