Npr Inc Sample Contracts

Npr Inc – LEASE GUARANTY AGREEMENT (May 13th, 1998)

LEASE GUARANTY AGREEMENT By And Between THE HOLT GROUP, INC., A Delaware Corporation; HOLT HAULING AND WAREHOUSING SYSTEM, INC., A Pennsylvania Corporation; WILMINGTON STEVEDORES, INC., A Delaware Corporation; MURPHY MARINE SERVICES, INC., A Delaware Corporation; THE RIVERFRONT DEVELOPMENT CORPORATION, A New Jersey Corporation; NPR HOLDING CORPORATION, A Delaware Corporation; NPR-NAVIERAS RECEIVABLES, INC., A Delaware Corporation; and NPR S.A., INC., A Delaware Corporation

Npr Inc – SUBLEASE (May 13th, 1998)

SUBLEASE THIS SUBLEASE is made as of the 14th day of June, 1991 between ASTRO HOLDINGS, INC. (the "Sublessor") and HOLT CARGO SYSTEMS, INC. (the "Sublessee"). The Sublessor is presently under an Amended and Restated Lease and Operating Agreement (the "Prime Lease") dated December 30, 1990 wherein the Philadelphia Regional Port Authority is Lessor. A true copy of the Prime Lease is annexed to this Sublease and made a part hereof. A copy of the Prime Lease has been initialed by both parties to this Sublease. The Sublessor and Sublessee have agreed to a subletting of the Packer Avenue Marine Terminal as more fully described on Exhibit A of the Prime Lease upon the terms and conditions specified in this Sublease. Except as specifically otherwise stated as follows, all covenants, terms and conditions of the Prime Lease shall be binding upon the parties to this Sublease, their heirs, representatives, successors an

Npr Inc – LEASE AND OPERATING AGREEMENT (May 13th, 1998)

AMENDED AND RESTATED LEASE AND OPERATING AGREEMENT BETWEEN PHILADELPHIA REGIONAL PORT AUTHORITY AND HOLT CARGO SYSTEMS, INC. FOR PACKER AVENUE MARINE TERMINAL Page ---- TABLE OF CONTENTS ARTICLE I. LEASE AND USE OF TERMINAL . . . . . . . . . . . . . . . . 4 1.1 Grant . . . . . . . . . . . . . . . . . . . 4 1.2 Appointment . . . . . . . . . . . . . . . . 4 1.3 Independent Contractor . . . . . . . . . . 4 1.4 Use . . . . . . .

Npr Inc – MORTGAGE AND SECURITY AGREEMENT (May 13th, 1998)

HOLT HAULING AND WAREHOUSING SYSTEM, INC. AND 777 PATTISON AVE., INC. as Mortgagors AND FIDELITY BANK, NATIONAL ASSOCIATION as Trustee MORTGAGE AND SECURITY AGREEMENT Dated as of May 15, 1992 This Mortgage and Security Agreement secures an obligation incurred for the construction of improvements on land and contains after-acquired property provisions. This Mortgage and Security Agreement also constitutes a fixture filing under Article 9 of the Uniform Commercial Code-Secured Transactions, N.J.S.A. 12A:9-402(3) and (6). THIS MORTGAGE AND SECURITY AGREEMENT dated as of May 15, 1992 (the "Mortgage") made by HOLT HAULING AND WAREHOUSING SYSTEM, INC. ("Holt") and 777 PATTISON AVE., INC. (the "Company")

Npr Inc – SHAREHOLDERS AGREEMENT (May 13th, 1998)

-------------------------------- SHAREHOLDERS AGREEMENT Dated as of November 20, 1997 By and Among THE SHAREHOLDERS SIGNATORY HERETO -------------------------------- TABLE OF CONTENTS Page ---- ARTICLE I - CERTAIN DEFINITIONS .............................................3 ss.1.1 Certain Definitions .............................................3 ARTICLE II - TRANSFER OF SECURITIES .........................................7 ss.2.1 Restrictions ....................................................7 ss.2.2 Permitted Transfers .............................................8 ss.2.3 Sales by NPR Subject to Tag-Along

Npr Inc – STOCK PURCHASE AGREEMENT (May 13th, 1998)

STOCK PURCHASE AGREEMENT ------------------------ STOCK PURCHASE AGREEMENT made this 25th day of September, 1997 by and among NPR HOLDING CORPORATION, a Delaware corporation (the "Company"), each of the shareholders of the Company set forth on the signature pages hereto (each, a "Seller" and collectively, the "Sellers") and HOLT CARGO SYSTEMS, INC., a Delaware corporation (the "Purchaser"). WHEREAS, the Sellers collectively own one hundred percent (100%) of the issued and outstanding capital stock of the Company; WHEREAS, the Purchaser desires to purchase and the Sellers desire to sell, a certain number of shares of Class A-1 Common Stock, Class B Common Stock and Class C Common Stock such that the shares transferred hereby will represent at least 92% of the Common Stock, as more particularly set forth herein; WHEREAS, the Purchaser will contribute to the capital of the Company an amount

Npr Inc – INDENTURE (May 13th, 1998)

THE HOLT GROUP, INC., as Issuer, THE GUARANTORS NAMED HEREIN, and THE BANK OF NEW YORK, as Trustee ----------------------- INDENTURE Dated as of January 21, 1998 ----------------------- 9 3/4% Senior Notes due 2006 TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.1. Definitions.......................................... 1 SECTION 1.2.

Npr Inc – CLIENT SERVICES AGREEMENT (May 13th, 1998)

CLIENT SERVICES AGREEMENT This Client Services Agreement ("Agreement") is made by and between S L S Services, Inc. d/b/a Holt Oversight & Logistical Technologies, Inc. ("HOLT") and Holt Hauling & Warehousing Systems, Inc. ("HHW") this First day of April, 1994. Recital HOLT is engaged in the business of providing to its clients a full complement of services normally performed by business entities in the conduct of their affairs. HHW desires to enter into an agreement with HOLT for the furnishing of such services required for the conduct of its business activities. NOW THEREFORE, and in consideration of the premises, the parties agree to as follows: 1. Purpose. HHW will purchase and HOLT will provide to HHW the services designated on Exhibit A hereto and such other services HHW requests HOLT to perform with respect to the normal business activities of HHW. In addition to providing the personnel required to perform

Npr Inc – REGISTRATION RIGHTS AGREEMENT (May 13th, 1998)

EXCHANGE REGISTRATION RIGHTS AGREEMENT Dated as of January 21, 1998 by and among THE HOLT GROUP, INC. THE SUBSIDIARIES OF THE HOLT GROUP, INC. SIGNATORY HERETO and DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION This Registration Rights Agreement (this "Agreement") is made and entered into as of January 21, 1998, by and among THE HOLT GROUP, INC., a Delaware corporation (the "Company"), each of the subsidiaries of the Company signatory hereto (the "Guarantors"), and Donaldson, Lufkin & Jenrette Securities Corporation (the "Initial Purchaser"), who has agreed to purchase the Company's 9 3/4% Series A Senior Notes due 2006 (the "Series A Notes") pursuant to the Purchase Agreement (as defined below). This Agreement is made pursuant to the Purchase

Npr Inc – FIRST AMENDMENT TO LOAN AGREEMENT DATED JANUARY 3. 1984 (May 13th, 1998)

FIRST AMENDMENT TO LOAN AGREEMENT DATED JANUARY 3. 1984 THIS First Amendment to Loan Agreement dated January 3, 1984 ("First Amendment") between HOLT HAULING AND WAREHOUSING SYSTEM, INC. ("Holt") and THE CITY OF GLOUCESTER CITY, NEW JERSEY ("City") is made this 31st day of March, 1991. WHEREAS, Holt and the City entered into a Loan Agreement dated January 3, 1984 (the "Loan Agreement") which provided that City lend to Holt the sum of Three Million Five Hundred Ninety-Five Thousand, Five Hundred Thirty-Three ($3,595,533.00) Dollars (the "Loan") for the partial financing of the construction of a marginal dock facility and the acquisition and installation of two (2) rail supported container cranes ("Kochs Cranes"); and WHEREAS, as evidence of its indebtedness to the City, Holt delivered a Promissory Note dated March 15, 1984 for the sum of Three Million Three Hundred Forty-Five Thousand, Five Hundred Thirty-Three ($3,345,533.00) Dollars and a

Npr Inc – BUSINESS LOAN AGREEMENT (May 13th, 1998)

BUSINESS LOAN AGREEMENT Borrower: Holt Hauling and Warehousing System, Inc. 300 North Ellis Street Gloucester City, NJ 08030 Lender: WILMINGTON SAVINGS FUND SOCIETY, FSB 838 Market Street Wilmington, DE 08030 THIS BUSINESS LOAN AGREEMENT between Holt Hauling and Warehousing System, Inc. ("Borrower") and WILMINGTON SAVINGS FUND SOCIETY, FSB ("Lender") is made and executed on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans and other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. All such loans and financial accommodations, together with all future loans and financial accommodations from Lender to Borrower, are referred to in this Agreement individually as the "Loan" and collectively as the "Loans." Borrower understands and agrees that: (a)

Npr Inc – SECURITIES PURCHASE AGREEMENT (May 13th, 1998)

SECURITIES PURCHASE AGREEMENT dated as of November 18, 1997 between THE HOLT GROUP, INC. and THE PERSONS LISTED ON THE SIGNATURE PAGES HERETO TABLE OF CONTENTS ----------------- Page ---- ARTICLE I DEFINITIONS Section 1.1. Definitions...................................................1 Section 1.2. Accounting Terms and Determinations..........................16 ARTICLE II ISSUANCE OF SECURITIES, TERMS OF SECURITIES........................16 Section 2.1. Issuance..............................

Npr Inc – CONTRACT OF SALE (May 13th, 1998)

WOLFF A SAMSON DRAFT APRIL 1, 1994 CONTRACT OF SALE by and between HOLT HAULING AND WAREHOUSING SYSTEM, INC., as Seller and CAMDEN COUNTY IMPROVEMENT AUTHORITY, as Purchaser April _, 1994 TABLE OF CONTENTS Page ---- 1 Conveyance of Property ...................................... 3 2 Title ....................................................... 5 3 Closing

Npr Inc – Loan Agreement (May 13th, 1998)

Loan Agreement Made this 3rd day of August, 1984 by and between the City of Gloucester City, New Jersey ("Lender") and Holt Hauling & Warehousing System, Inc., a corporation having its principal place of business in Gloucester City ("Borrower"). W I T N E S S E T H : Background On August 3, 1984, the Lender entered into a Grant Agreement, Grant Number B-84-AB-34-0239 ("Grant Agreement") with the United States Department of Housing and Urban Development ("HUD") for an Urban Development Action Grant ("UDAG") to finance a low cost loan ("Loan") to Borrower, to in turn finance certain port development improvements at the Borrower's facility in Gloucester City. Included in said port development improvements are the purchase of capital equipment, real estate improvements and legal and other associated costs, all of which constitute the "Project". The Equipment purchases in the

Npr Inc – EQUIPMENT LEASE AGREEMENT (May 13th, 1998)

EQUIPMENT LEASE AGREEMENT THIS EQUIPMENT LEASE AGREEMENT (the "Lease") is made as of the 18th day of November, 1997, by and between EMERALD EQUIPMENT LEASING, INC., a Delaware corporation ("Lessor"); and NPR, INC. and HOLT CARGO SYSTEMS, INC. (individually, "Lessee" and collectively, "Lessees") The parties agree that Lessees shall lease from Lessor the property (the "Equipment") described in the Equipment Schedule(s) to be executed pursuant hereto and upon execution incorporated herein (collectively, the "Equipment Schedule"), subject to the terms set forth herein, including the terms contained in the Riders annexed hereto and in the Equipment Schedule. The definitions and construction of certain of the terms used herein are provided in Section 19 hereof. 1. Term. The term of lease with respect to any item of the Equipment shall consist of the term set forth in the Equipment Schedule relating thereto; provided, however, that this L

Npr Inc – AGREEMENT (May 13th, 1998)

AGREEMENT This agreement (the "Agreement") is made as of the 6th day of August 1997 by and between Transroll Navegacao S.A., a Brazilian corporation ("TRN") and NPR Holding Corporation, a Delaware corporation ("NPR", TRN and NPR sometimes individually entitled a "Party," or collectively, the "Parties"). W I T N E S S E T H : WHEREAS, the Parties are desirous of forming a joint venture (the "Joint Venture") to provide common carrier services in the Trade as hereinafter defined and of forming a joint venture company (the "Company") to manage and operate the Joint Venture and to provide containerships to transport cargoes in the Trade, and WHEREAS, TRN is a corporation equipped with infrastructure and port facilities suitable for supporting common carrier services in the Trade and has owned, chartered or operated vessels in common carrier services to and from ports and points in South America, and

Npr Inc – ASSIGNMENT OF LEASE (May 13th, 1998)

ASSIGNMENT OF LEASE THIS ASSIGNMENT OF LEASE (the "Agreement") is made as of this 14th day of June, 1991 between HOLT CARGO SYSTEMS, INC. (the "Assignor") and ASTRO HOLDINGS, INC. (the "Assignee"). WHEREAS, by an Amended and Restated Lease and Operating Agreement dated December 30, 1990 (the "Lease") between the Philadelphia Regional Port Authority (the "PRPA") and the Assignor, the premises commonly known as the Packer Avenue Marine Terminal and Piers 96, 98 and 100, which premises are more fully described in the Lease (collectively the "Premises"), were leased to Assignor for the term of ten (10) years from the effective date of the Lease, March 5, 1991, at an annual rental as set forth in Article III, Compensation, of the Lease and subject to the covenants, conditions and stipulations therein contained. NOW, THEREFORE, in consideration of the sum of Fifty Thousand ($50,000.00) Dollars by the Assignee to Assignor, the rece

Npr Inc – MORTGAGE AND SECURITY AGREEMENT (May 13th, 1998)

================================================================================ HOLT HAULING AMD WAREHOUSING SYSTEM, INC. AND 777 PATTISON AVE., INC., jointly and severally as Mortgagor AND THE BANK OF NEW YORK (NJ) as Trustee ------------------------------- MORTGAGE AND SECURITY AGREEMENT ------------------------------- Dated as of January 15, 1996 ================================================================================ This Mortgage and Security Agreement also constitutes a fixture filing under Article 9 of the Commercial Code - Secured Transactions, N.J.S.A. 12A:9-402(3) and (6). Prepared by and Return and Record To: /s/ M. Jeremy Ostow ---------------------------- M. Jeremy Ostow, Esq. Wolff & Sam

Npr Inc – LOAN AGREEMENT (May 13th, 1998)

LOAN AGREEMENT Made this 3rd day of January 1984 by and between the City of Gloucester City; New Jersey ("Lender") and Holt Hauling and Warehousing System, Inc. a corporation having its principal place of business in Gloucester City ("Borrower"). W I T N E S S E T H : Background On December 28, 1983, the Lender entered into A Grant Agreement, Grant Number B-82-AB-34-0223 ("Grant Agreement") with the United States Department of Housing and Urban Development ("HUD") for an Urban Development Action Grant ("UDAG") to finance a low cost loan ("Loan") to Borrower, to in turn finance certain port development improvements at the Borrower's facility in Gloucester City. Included in said port development improvements are the purchase of capital equipment, real estate improvements and legal and other associated costs, all of which constitute the "Project". -1-

Npr Inc – FIRST AMENDMENT TO LOAN AGREEMENT DATED AUGUST 3, 1984 (May 13th, 1998)

FIRST AMENDMENT TO LOAN AGREEMENT DATED AUGUST 3, 1984 THIS First Amendment to Loan Agreement dated August 3, 1984 ("First Amendment") between HOLT HAULING AND WAREHOUSING SYSTEX, INC. ("Holt") and THE CITY OF GLOUCESTER CITY, NEW JERSEY ("City") is made this 31st day of March, 1991. WHEREAS, Holt and the City entered into a Loan Agreement dated January 3, 1984 (the "Loan Agreement I") which provided that City lend to Holt the sum of Three Million Five Hundred Ninety-Five Thousand, Five Hundred Thirty-Three ($3,595,533.00) Dollars (the "Loan") for the partial financing of the construction of a marginal dock facility and the acquisition and installation of two (2) rail supported container cranes ("Kochs Cranes"); and WHEREAS, Holt and the City entered into a Loan Agreement dated August 3, 1984 (the "Loan Agreement II") which provided that City lend to Holt the sum of Two Million ($2,000,000.00) Dollars (the "Loan") for the partial financing o

Npr Inc – CLIENT SERVICES AGREEMENT (May 13th, 1998)

CLIENT SERVICES AGREEMENT This Client Services Agreement ("Agreement") is made by and between S L S Services. Inc. d/b/a Holt Oversight & Logistical Technologies, Inc. ("HOLT") and Wilmington Stevedores, Inc. ("WSI") this Tenth day of July, 1995. Recital HOLT is engaged in the business of providing to its clients a full complement of services normally performed by business entities in the conduct of their affairs. WSI desires to enter into an agreement with HOLT for the furnishing of such services required for the conduct of its business activities. NOW THEREFORE, and in consideration of the premises, the parties agree to as follows: 1. Purpose. WSI will purchase and HOLT will provide to WSI the services designated on Exhibit A hereto (hereinafter "Services") and such other services WSI requests HOLT to perform with respect to the normal business activities of WSI. In addition to providing the personnel required to perform

Npr Inc – INSTALLMENT SALE AGREEMENT (May 13th, 1998)

INSTALLMENT SALE AGREEMENT THIS INSTALLMENT SALE AGREEMENT dated as of May 15, 1992 (the "Agreement," which term, unless the context clearly requires otherwise, as of any particular time, shall include this document and all amendments and/or supplements hereto made and at such time constituting a part hereof, and which term sometimes is referred to in this document by use of such words as "hereto," "hereby," "herein," "hereof" and "hereunder"), by and among PHILADELPHIA AUTHORITY FOR INDUSTRIAL DEVELOPMENT (the "Authority"), a body politic and corporate organized and existing under the laws of the Commonwealth of Pennsylvania and a public instrumentality of such Commonwealth, having its principal office at 123 South Broad Street, 22nd Floor, Philadelphia, Pennsylvania 19109 as Seller, and REFRIGERATED ENTERPRISES, INC. (the "Company"), a Pennsylvania corporation, having its principal place of business at

Npr Inc – SECOND AMENDMENT TO LOAN AGREEMENTS (May 13th, 1998)

SECOND AMENDMENT TO LOAN AGREEMENTS DATED JANUARY 3, 1984 AND AUGUST 3, 1984 THIS Second Amendment to Loan Agreements dated January 3, 1984 and August 3, 1984 ("Second Amendment") between HOLT HAULING AND WAREHOUSING SYSTEM, INC. ("Holt") and THE CITY OF GLOUCESTER CITY, NEW JERSEY ("City") is made this 1st day of August, 1996. WHEREAS, Holt and the City entered into a Loan Agreement dated January 3, 1984 ("UDAG I Loan Agreement") which provided that the City lend to Holt the sum of Three Million, Five Hundred Ninety-Five Thousand, Five Hundred Thirty-Three ($3,595,533.00) Dollars ("UDAG I Loan") for the partial financing of the construction of a marginal dock facility and the acquisition and installation of two (2) rail supported container cranes ("Kochs Cranes"); and WHEREAS, as evidence of its indebtedness to the City, Holt delivered a Promissory Note dated March 15, 1984 for the sum of Three Million, Three

Npr Inc – SERIES K MORTGAGE AND SECURITY AGREEMENT (May 13th, 1998)

================================================================================ HOLT HAULING AND WAREHOUSING SYSTEM, INC. and 777 PATTISON AVE., INC., as Mortgagors AND NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY, as Mortgagee SERIES K MORTGAGE AND SECURITY AGREEMENT Dated as of February 1, 1997 ================================================================================ This Mortgage and Security Agreement also constitutes a fixture filing under Article 9 of the Uniform Commercial Code-Secured Transactions, N.J.S.A. 12A:9-402(3) and (6). Return and Record To: M. Jeremy Ostow, Esq. Wolff & Samson A Professional Corporation 5 Becker Farm Road Roseland, New Jersey 07068 THIS SERIES K MORTGAGE AND SECURITY AGR

Npr Inc – MEMORANDUM OF INSTALLMENT SALE AGREEMENT (May 13th, 1998)

MEMORANDUM OF INSTALLMENT SALE AGREEMENT THIS INSTRUMENT is a memorandum of the Installment Sale Agreement dated as of May 15, 1992 by and among PHILADELPHIA AUTHORITY FOR INDUSTRIAL DEVELOPMENT, a public instrumentality of the Commonwealth of Pennsylvania and a body corporate and politic organized and existing under the provisions of the Pennsylvania Industrial and Commercial Development Authority Law, Act of August 23, 1967, P.L. 201, as amended, whose address is 123 South Broad Street, 22nd Floor, Philadelphia, Pennsylvania 19109, as SELLER, REFRIGERATED ENTERPRISES, INC., a Pennsylvania corporation, whose address is 777 Pattison Avenue, Philadelphia, Pennsylvania, as BUYER, and HOLT HAULING AND WAREHOUSING SYSTEM, INC., a Pennsylvania corporation, B.H. SOBELMAN & CO., INC., a Pennsylvania corporation, REFRIGERATED DISTRIBUTION CENTER, INC., a Pennsylvania corporation, OREGON AVENUE ENTERPRISES, INCORPORATED, a Pennsylvania corporation, HOLT CARGO SYS

Npr Inc – CONTAINER LEASE PURCHASE AGREEMENT (May 13th, 1998)

[LOGO] CONTAINER LEASE PURCHASE AGREEMENT BETWEEN NPR, INC. dba NAVIERAS ("LESSEE") AND INTERPOOL LIMITED ("LESSOR") This Agreement, dated June 5, 1996 between NPR, Inc. dba Navieras (Lessee), whose principal place of business is located at 212 Fernwood Avenue, Edison, NJ 08837, and Interpool Limited, (Lessor), a corporation duly organized and incorporated under the laws of Barbados, with an office located at 211 College Road East, Princeton, NJ 08540, shall be an addendum to the Interpool Membership and Equipment Leasing Agreement between Lessor and Lessee dated April 1, 1996 ("MELA"), the terms and conditions of which are incorporated by reference herein and made a part hereof (said Membership Agreement, together with this Agreement, hereinafter are referred to as the "Lease"). In the event of

Npr Inc – FIRST LEASEHOLD MORTGAGE AND SECURITY AGREEMENT (May 13th, 1998)

================================================================================ HOLT HAULING AND WAREHOUSING SYSTEM, INC. as Mortgagor AND THE BANK OF NEW YORK as Trustee FIRST LEASEHOLD MORTGAGE AND SECURITY AGREEMENT Dated as of June 1, 1997 ================================================================================ This First Leasehold Mortgage and Security Agreement also constitutes a fixture filing under Article 9 of the Uniform Commercial Code-Secured Transactions, N.J.S.A. 12A-9-402(3) and (6). Record and Return To: M. Jeremy Ostow, Esq. Wolff & Samson A Professional Corporation 5 Becker Farm Road Roseland, New Jersey 07068 THIS FIRST LEASEHOLD MORTGAGE AND SECURITY AGREEMENT is dated as of June 1, 1997 (the "Mortgage

Npr Inc – AMENDMENT NO. 1 TO (May 13th, 1998)

AMENDMENT NO. 1 TO MULTI CURRENCY SECURED REVOLVING CREDIT FACILITY DATED 16 APR. This Amendment No. 1 to the Multi Currency Secured Revolving Credit Facility dated 16 April 1997 (the "Loan Agreement") is made on this 23rd day of April 1997 by and between: THE RIVERFRONT DEVELOPMENT CORPORATION as Borrower (the "Borrower"), and FINANSBANKEN ASA as lender (the "Bank"), IT IS HEREBY AGREED AS FOLLOWS: 1. Unless otherwise defined herein, terms used in this Amendment No. 1 shall have the meanings given to them in the Loan Agreement. 2. The Total Commitment of the Bank is increased from NOK 60,000,000 to NOK 69,000,000. All references to NOK 60,000,000 in the Loan Agreement and the Security Documents are accordingly amended to NOK 69,000,000, provided, however, that the Total Commitment shall be reduced to NOK 60,000,000 on 2 June 1997. The Borrower shall on or before the said date make appropriate repaymen

Npr Inc – SECURITY AGREEMENT (May 13th, 1998)

SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Security Agreement") dated January 24, 1997 by Holt Cargo Systems, Inc. (the "Borrower"), a Delaware Corporation having its principal place of business and chief executive office at 701 N. Broadway, Gloucester City, NJ 08030, in favor of Transamerica Business Credit Corporation, a Delaware corporation (the "Lender"), having its principal office at Riverway II, West Office Tower, 9399 West Higgins Road, Rosemont, Illinois 60018. WHEREAS, concurrently herewith, the Borrower is executing a note, of even date herewith (as amended, supplemented or otherwise modified from time to time, the "Note"), in favor of the Lender in an original amount of $1,311,588.00. NOW, THEREFORE, in consideration of the premises and to induce the Lender to extend credit, the Borrower hereby agrees with the Lender as follows: SECTION 1. DEFINITIONS. As used herein, the following ter

Npr Inc – JOINT VENTURE AGREEMENT (May 13th, 1998)

FIRST AMENDMENT TO JOINT VENTURE AGREEMENT This First Amendment to Joint Venture Agreement (the "Amendment") is made as of the 20th day of November, 1997 by and between Transroll Navegacao S.A., a Brazilian corporation ("TRNSA"), Transroll Maritime Services, Ltd., a Liberian corporation ("TRN" and all references to TRN in the Agreement referred to below, shall be references to Transroll Maritime Services, Ltd.), NPR Holding Corporation, a Delaware corporation ("NPR", TRN and NPR sometimes individually entitled a "Party," or collectively, the "Parties") and each of the Persons listed on Schedule 1 attached hereto (together with NPR, the "NPR Group"). All capitalized terms used herein and not otherwise defined shall have the meanings specified in the Agreement referred to below. W I T N E S S E T H : WHEREAS, NPR and TRNSA are parties to a joint venture agreement made as of the 6th da

Npr Inc – SERIES J MORTGAGE AND SECURITY AGREEMENT (May 13th, 1998)

HOLT HAULING AND WAREHOUSING SYSTEM, INC., as Mortgagor AND THE BANK OF NEW YORK (NJ), as Trustee SERIES J MORTGAGE AND SECURITY AGREEMENT Dated as of June 1, 1995 This Mortgage and Security Agreement secures an obligation incurred for the construction of improvements on land and contains after-acquired property provisions. This Mortgage and Security Agreement also constitutes a fixture filing under Article 9 of the Uniform Commercial Code-Secured Transactions, N.J.S.A. 12A:9-402(3) and (6). Return and Record To: M. Jeremy Ostow, Esq. Wolff & Samson A Professional Corporation 5 Becker Farm Road Roseland, New Jersey 07068 THIS SERIES J MORTGAGE AND SECURITY AGREEMENT is dated as of June 1, 1995 (the "Mortgage") and is made by HOLT HAULING AND WAREHO

Npr Inc – LOAN AGREEMENT (May 13th, 1998)

================================================================================ LOAN AGREEMENT Between HOLT CARGO SYSTEMS, INC. HOLT HAULING AND WAREHOUSING SYSTEM, INC. BROADWAY EQUIPMENT LEASING CORP. REFRIGERATED DISTRIBUTION CENTER, INC. TRIPLE SEVEN ICE, INC. HOLT CARGO SYSTEMS OF CALIFORNIA, INC. THE RIVERFRONT DEVELOPMENT CORPORATION 777 PATTISON AVE, INC. HOLT WAREHOUSING COMPANY MARINE INFORMATION TECHNOLOGY, INC. B.H. SOBELMAN & CO., INC. T. AND L. LEASING CORP. CRT, INC. REFRIGERATED ENTERPRISES, INC. OREGON AVENUE ENTERPRISE

Npr Inc – AMENDMENT NO. 1 TO CLIENT SERVICES AGREEMENTS (May 13th, 1998)

AMENDMENT NO. 1 TO CLIENT SERVICES AGREEMENTS This AMENDMENT NO. 1 TO CLIENT SERVICES AGREEMENTS (this "First Amendment") is made this ____ day of January, 1998 by and among SLS SERVICES, INC. d/b/a HOLT OVERSIGHT AND LOGISTICAL TECHNOLOGIES, INC. ("SLS") and HOLT CARGO SYSTEMS, INC. ("HCS"), HOLT HAULING AND WAREHOUSING SYSTEM, INC. ("HHW"), MURPHY MARINE SERVICES, INC. ("MURPHY"), THE RIVERFRONT DEVELOPMENT CORPORATION ("Riverfront"), and WILMINGTON STEVEDORES, INC. (WSI) (collectively, "the Holt Companies"). BACKGROUND On April 1, 1994, SLS and HCS entered into a Client Services Agreement (the "HCS Agreement"). On April 1, 1994, SLS and HHW entered into a Client Services Agreement the "HHW Agreement"). On April 1, 1994, SLS and Riverfront entered into a Client Services Agreement (the "Riverfront Agreement"). On July 1, 1994, SLS and MURPHY entered into a Client Services Agreement (the "MURPHY Agreement"). On July 10

Npr Inc – PURCHASE AGREEMENT (May 13th, 1998)

THE HOLT GROUP, INC. (Payment of Principal and Interest Guaranteed by the Guarantors referred to herein) $140,000,000 9 3/4% Series A Senior Notes due 2006 PURCHASE AGREEMENT January 14, 1998 DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION $140,000,000 9 3/4% Series A Senior Notes due 2006 of THE HOLT GROUP, INC. (Payment of Principal and Interest Guaranteed by the Guarantors referred to herein) PURCHASE AGREEMENT January 14, 1998 Donaldson, Lufkin & Jenrette

Npr Inc – THIRD MODIFICATION OF LOAN AND SECURITY AGREEMENT (May 13th, 1998)

THIRD MODIFICATION OF LOAN AND SECURITY AGREEMENT Modification made as of July 1, 1995 between HOLT CARGO SYSTEMS, INC. ("Holt Cargo"), ("Borrower") and PNC BANK, NATIONAL ASSOCIATION (successor in interest to BANK LEUMI LE-ISRAEL, B.M.) ("Bank"). BACKGROUND A. Borrower and Bank are party to a Loan and Security Agreement dated as of August 8, 1989 (as amended December 20, 1989, November 13, 1992, and as of December 31, 1992, the ("Loan Agreement") pursuant to which Bank, inter alia, (i) extended a line of credit in favor of Borrower in the maximum amount of $3,500,000 ("Line of Credit"), (ii) issued letters of credit for the account of Borrower and Holt Hauling and Warehousing System, Inc. ("Holt Hauling"), and (iii) extended a real estate (term) loan in the original principal amount of $3,500,000 ("Real Estate Loan"). B. Borrower and Bank now wish to further modify the Loan Agreement to extend the ter