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GOVERNOR'S DEVELOPMENT OPPORTUNITY FUND PERFORMANCE AGREEMENT This PERFORMANCE AGREEMENT made and entered as of this _ day of December, 2008, by and between the CITY OF PORTSMOUTH, VIRGINIA (the "Locality") a political subdivision of the Commonwealth of Virginia (the "Commonwealth"), and APM TERMINALS VIRGINIA, INC., or its affiliates (the "Company"), a Virginia corporation. WITNESSETH: WHEREAS, as approved by the Commonwealth in 2004, the Locality has received state approval for a grant of and expects to receive $500,000 from the Governor's Development Opportunity Fund (a "GOF Grant") through the Virginia Economic Development Partnership ("VEDP") for the purpose of inducing the Company to construct, develop and operate a marine container terminal in the Locality (the "Facility"), and create a significant number of New Jobs, as defined herein; WHEREAS, the Locality is willing to provide additional funds and in-kind contributions to the Company, provided that the Company meets certain criteria relating to Capital Investment, as defined herein; WHEREAS, the Company is required to return, through the Locality, all or a portion of the GOF Grant received from the Commonwealth to the Commonwealth if the performance criteria of the Company are not met; WHEREAS, the Locality and the Company desire to set forth their understanding and agreement as to the payout ofthe GOF Grant, the use of the GOF Grant proceeds, the obligations ofthe Company regarding Capital Investment and New Job creation, the funds and in-kind contributions to be paid by the Locality and the repayment by the Company of all or part of the GOF Grant received from the Commonwealth under certain circumstances; and WHEREAS, as part of the GOF Grant approval process in 2004, the Company agreed that its plans to construct, develop and operate the Facility would entail a Capital Investment of at least $450,000,000 and that it anticipated that it would create at least 210 New Jobs. Together, the Capital Investment target of $450,000,000 and the New Jobs target of210 are referred to herein as the "Targets;" and WHEREAS, the Locality and the City agree that the Company has already made the anticipated Capital Investment of at least $450,000,000. NOW, THEREFORE, in consideration of the foregoing, the mutual benefits, promises and undertakings of the parties to this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby covenant and agree as follows. -1-