LETTER AGREEMENT
LETTER
AGREEMENT
By
this
Letter Agreement entered into as of January 23, 2007, for good and valuable
consideration the adequacy of which is hereby acknowledged, and intending to
be
legally bound, the Shareholders and IMTT Holdings Inc. (collectively with its
subsidiaries, the “Company”) agree to the following:
(i)
Section 4(a)(i) of the Shareholders’ Agreement is hereby amended to replace
December 31, 2007 with December 31, 2008;
(ii)
Section 4(a)(ii), Section 4(d) and Section 4(e) of the Shareholders’ Agreement
are hereby amended to replace March 31, 2008 with March 31, 2009 and Section
5(a) of the Shareholders’ Agreement is hereby amended to replace September 30,
2007 with March 31, 2009;
(iii)
Section 4(c) of the Shareholders’ Agreement is deleted in its entirety;
and
(iv)
The
letter agreement dated November 1, 2006 between the Shareholders and the Company
is hereby terminated.
The
Shareholders and the Company further agree that this Letter Agreement
constitutes an amendment to the Shareholders Agreement dated April 14, 2006
between the Shareholders and the Company (the “Shareholders’ Agreement”) and
that, except as set forth herein, that Shareholders’ Agreement shall remain in
full force and effect. Capitalized terms in this Letter Agreement shall be
as
defined in the Shareholders’ Agreement unless otherwise defined herein. This
Amendment may be executed and delivered (including by facsimile transmission)
in
one or more counterparts, each of which when executed shall be deemed to be
an
original, but all of which taken together shall constitute one and the same
agreement. This Letter Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware.
| IMTT HOLDINGS INC. | ||
| |
|
|
| By: | /s/ XXXXXX X. XXXXXXX | |
|
Name: XXXXXX X. XXXXXXX |
||
| Title: CHIEF EXECUTIVE OFFICER | ||
| SHAREHOLDERS: | ||
| MACQUARIE TERMINAL HOLDINGS LLC | ||
| By: | Macquarie Infrastructure Company Inc. (d/b/a Macquarie Infrastructure Company (US)) | |
| By: | /s/ XXXXX XXXXXX | |
|
Name: XXXXX XXXXXX |
||
| Title: CHIEF EXECUTIVE OFFICER | ||
| CURRENT BENEFICIAL SHAREHOLDERS ARE HEREIN REPRESENTED BY: | ||
| XXXXX X. XXXXXXX XX., XXXXXX X. XXXXXXX AND XXXXX XXXX XXXXXXX, TRUSTEES OF VOTING TRUST AGREEMENT DATED MAY 2, 2006 AS AMENDED ON JANUARY 11, 2007 | ||
| |
|
|
| By: | /s/ XXXXXX X. XXXXXXX | |
|
XXXXXX X. XXXXXXX, TRUSTEE |
||
| By: | /s/ XXXXX X. XXXXXXX XX. | |
|
XXXXX X. XXXXXXX XX., TRUSTEE |
||
| By: | /s/ XXXXX X. XXXXXXX | |
|
XXXXX X. XXXXXXX, TRUSTEE |
||
