Letter confirms Ontario Teachers' Pension Plan US$57 million commitment for long term investment, growth in Port of New York and New Jersey



    Port Authority Failure to Grant Consent Would Reduce Jobs, Economic
    Development

    TORONTO, April 16 /CNW/ - Ontario Teachers' Pension Plan (Teachers')
today sent a joint letter with Orient Overseas (International) Limited to the
Port Authority of New York and New Jersey ("Port Authority") confirming its
commitment to long-term investment, economic development and job growth in the
Port of New York and New Jersey. A copy of that letter follows this news
release text.
    The letter to the Port Authority makes a clear long-term commitment by
Teachers' to the Port of New York and New Jersey and its future growth. The
proposal confirms Teachers' commitment to invest up to $57 million in
additional capital expenditures at the New York Container Terminal and the
Global Container Terminal in Bayonne, NJ, at least $17 million of which will
be invested in the New York Container Terminal. In addition, the Port
Authority will receive $5 million for its future use in connection with the
terminal. The capital expenditure commitment provided for in the proposal is
almost 50 percent more than the $40 million commitment the Port Authority
received from AIG in the recent Port Newark Container Terminal transaction,
even though the New York container terminal on Staten Island lease is half as
long.
    "The proposal presented to the Port Authority of New York and New Jersey
demonstrates our long-term commitment to the future and growth of the port,"
said Jim Leech, Senior Vice-President, Teachers' Private Capital. "The Port
Authority's focus on short-term enrichment puts the economic development of
the area at risk, and eliminates jobs that would be created as a result of our
investment."

    The Ontario Teachers' Pension Plan is an independent corporation
responsible for investing the US$93 billion fund (CDN$106 billion) and
administering the pensions of Ontario's 271,000 active and retired teachers.
Its Infrastructure Group focuses on the acquisition and long-term retention of
low-risk assets with return profiles that are strongly correlated to
inflation. The combined value of the plan's infrastructure and timber, and
private equity assets is approximately US$14 billion.

    Following is the full text of the letter sent today:


    By Facsimile
    ------------

    Port Authority of New York and New Jersey
    225 Park Avenue South
    New York, NY 10003
    Attention:  Admiral R.M. Larrabee

    Re: Change of Control of New York Container Terminal Inc.
    -----------------------------------------------------

    Dear Admiral Larrabee:

    We are writing to confirm our proposal to the Port Authority of New York
and New Jersey ("PANYNJ") in connection with the proposed acquisition (the
"Acquisition") of New York Container Terminal Inc. ("NYCT") by Ontario
Teachers' Pension Plan ("OTPPB") from Orient Overseas (International) Limited
("OOIL"). We believe our proposal is both fair and reasonable and will provide
consideration to PANYNJ comparable to what it recently received from the buyer
of Port Newark Container Terminal ("PNCT") taking into account PNCT's greater
size and much longer lease.
    Under our proposal, if PANYNJ consents to the Acquisition then at the
closing of the Acquisition:

    
    -   PANYNJ will receive $5 million in cash for its future use in
        connection with NYCT, and

    -   OTPPB will enter into a written agreement (the "Capital Expenditure
        Agreement") with PANYNJ under which OTPPB will agree to make an
        aggregate of $57 million of capital expenditures with respect to NYCT
        and the Global Container Terminal in Jersey City, New Jersey
        ("Global"), of which at least $17 million will be made with respect
        to NYCT.
    

    The terms and conditions of the Capital Expenditure Agreement, and the
obligation to make capital expenditures thereunder, shall be the same as those
in the comparable written agreement that PANYNJ recently entered into with the
buyer of Port Newark Container Terminal ("PNCT") and subject to receipt of all
required permits and authorizations.
    With respect to PANYNJ's other consent requirements, OTPPB is generally
prepared to make substantially the same concessions as were made by the buyer
of PNCT.
    In addition to the foregoing, OTPPB is willing to commit to significant
increases in terminal capacity at both NYCT and Global as part of negotiations
with PANYNJ with respect to an extension of the lease at NYCT and a lease of
land at Global. OTPPB is willing to start such negotiations promptly after the
closing of the Acquisition.
    Our proposal demonstrates our commitment to investment and growth in the
Port of New York and New Jersey and is consistent with the undertakings
recently required by PANYNJ from the buyer of PNCT, a larger port terminal
with a much longer lease. OOIL and OTPPB hope that PANYNJ will facilitate this
growth by accepting this proposal.

    
    Sincerely,


    Orient Overseas (International)      Ontario Teachers Pension Plan Board
    Limited
    By:/s/ Nicholas Sims                 By:/s/ Stephen Dowd
       ----------------------               ---------------------
       Name:  Nicholas D. Sims              Name:  Stephen Dowd
       Title: Chief Financial Officer       Title: Vice President,
                                                   Infrastructure

    cc:    Duncan C. McCurrach
           William L. Rosoff
    





For further information:

For further information: Deborah Allan, Director, Communications, (416)
730-5347, deborah_allan@otpp.com


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