SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT (this "Sublease") is made as of the 6 1 h day of July, 2010 (the "Effective Date") by and between VIRGINIA PORT AUTHORITY, a political subdivision of the Commonwealth of Virginia ("Sublandlord"), and APM TERMINALS NORTH AMERICA, INC., a Delaware corporation ("Subtenant"). RECITALS Sublandlord leases certain real property and the improvements and equipment thereon located at 1000 APM Terminals Boulevard, Portsmouth, Virginia 23703 (the "Property") pursuant to that certain Deed of Facilities Lease Agreement by and between Sublandlord and APM Terminals Virginia, Inc., an indirect subsidiary of Subtenant, dated of even date herewith (the "Master Lease"). In connection with the Master Lease, Sublandlord has agreed to sublease certain office space on the first and fourth floors of the building located on the Property (the "Building") to Subtenant. The execution and delivery of this Sublease is occurring simultaneous with the execution and delivery ofthe Master Lease. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and intending to be legally bound, Sublandlord and Subtenant hereby covenant and agree as follows: 1. Sublease of Premises. Sublandlord hereby subleases to Subtenant, and Subtenant hereby subleases from Sublandlord, those certain premises containing approximately 17,350 square feet, designated as the side entrance lobby (including any closet space related thereto) located on the first floor of the Building as further shown in the floorplan attached hereto as Exhibit A-1 and a portion of the fourth floor of the Building as further shown in the floorplan attached hereto as Exhibit A-2 (collectively, the "Subleased Premises"). Subtenant acknowledges that it is subleasing the Subleased Premises "as-is", that Sublandlord is not obligated to perform any further work to prepare the Subleased Premises for Subtenant's occupancy and that Sublandlord is not making any representation or warranty concerning the condition of the Subleased Premises. Subtenant, its employees, contractors and invitees shall also have the right to use the elevator and elevator shaft leading from the side entrance lobby to the fourth floor and to use all stairwells located within the Building in accordance with paragraph 10 below. Notwithstanding the foregoing, it is understood that a "key card" system may be employed to limit any such access via the elevator shaft and/or stairwells to the fourth floor Subleased Premises (but such limitation shall not apply in the event of a fire or other emergency). 2. Term. The term of this Sublease shall commence on the Effective Date and shall terminate upon the expiration or earlier termination of the Master Lease, unless sooner terminated pursuant to the terms hereof. Subtenant may, in its sole discretion, terminate this 1
Sublease upon at least thirty (30) days' prior written notice to Sublandlord, and this Sublease shall terminate on the date set forth in such notice. In the event Subtenant vacates or abandons possession of the Subleased Premises for a period of more than ninety (90) consecutive days (other than, subject to paragraph 8 hereof, for temporary renovation and/or construction by Subtenant), Sublandlord may, in its sole discretion, terminate this Sublease upon at least thirty (30) days' written notice to Subtenant, and this Sublease shall terminate on the date set forth in such notice. 3. Rent. In consideration for this Sublease, Subtenant agrees to pay to Sublandlord an annual rental for the Subleased Premises of One Hundred and 00/100 Dollars ($100.00) ("Base Rent"). Such rent shall be paid annually on the fifteenth (15 1 h) day of June. Such rent, at the option of the Subtenant, may be "prepaid" upon execution of this Sublease or any time thereafter. 4. Security. Sublandlord shall, at its cost and expense, provide and maintain physical security in the Building as required to ensure that access is limited to employees and authorized visitors only. Existing intrusion detection, alarm and key-coded doorways shall be maintained and monitored in the same manner as in effect on the Effective Date, subject to such reasonable modifications as Sublandlord may determine are necessary or prudent. Sublandlord and Subtenant shall mutually cooperate with one another in providing acceptable security for the Building. 5. Access to the Building. Subtenant, its employees, invitees and contractors shall have full vehicular access to the Building via the existing or then existing roadway and driveway system. Sublandlord shall do nothing to impair or prevent access to the Building (normal roadway repair and maintenance excepted). Access to the Building shall be on a twenty-four (24) hours per day, seven (7) days a week basis. Sublandlord and Subtenant shall reasonably cooperate with each other with regard to receiving visitors and operation of the entrance "gate" to the parking lot for the Building, it being understood that Sublandlord shall be primarily responsible for manning and operating the access gate and visitor entrance system. 6. IT Computer Room. Sublandlord and Subtenant acknowledge that the room located on the fourth floor and shown on Exhibit A-2 as the "IT Computer Room" contains network servers, computers and communications equipment which serves both Sublandlord and Subtenant. Sublandlord may partition the IT Computer Room, at its sole cost and expense, pursuant to plans and specifications mutually agreed upon by Sublandlord and Subtenant. Neither party shall have access to the other party's portion of the IT Computer Room. Sublandlord shall be responsible for limiting access to its portion of the IT Computer Room to approved personnel by way of coded card access rights. Subtenant shall be responsible for limiting access to its portion of the IT Computer Room to approved personnel by way of coded card access rights. Notwithstanding the foregoing, until such time as the partition is complete, Sublandlord and Subtenant shall share equal access to the IT Computer Room; provided, however, such access shall be limited to individuals designated in writing by Sub landlord and Subtenant as necessary to the operation of the systems used by each. Subtenant shall permit access to the IT Computer Room through the Subleased Premises by individuals designated in writing by Sublandlord as necessary to the operation of the systems 2
used by Sublandlord. Such designated personnel may access the IT Computer Room at any time without escort or prior notice to Subtenant; provided, however, in the event that Sublandlord requires the use of the elevator that services only the Subleased Premises, Sublandlord shall provide reasonable notice to Subtenant of its desire to utilize such elevator (provided that such notice shall not be required in the event of an emergency). 7. Access to Other Parts of the Building. Except in the event of failure or repair of the fourth floor elevator or an emergency in the building, Subtenant shall have no access to the first, second, or third floors of the Building, except for the side entrance lobby on the first floor that forms a part of the Subleased Premises as shown on Exhibit A-1. Except in the event of failure or repair of the fourth floor elevator or an emergency in the building, Subtenant, its employees, contractors, and invitees, shall have no access to the front entrance lobby and/or the stairwells (collectively, the "Common Areas"). The Common Areas shall at all times be subject to the exclusive control and management of Sublandlord; provided, however, that Sublandlord's exclusive control and management of the Common Areas shall not be deemed an undertaking by Sub landlord to ensure or be a guaranty of the safety of Subtenant or any of its agents, employees, contractors, or invitees, or the property of any such parties. The designated personnel of Sublandlord and/or Virginia International Terminals, Inc. ("VIT") as identified in writing to Subtenant shall have the right during the designated business hours (or thereafter in the event of an emergency or upon reasonable notice, by telephone or electronic mail, to an appropriate officer of Subtenant) to enter those portions of the Subleased Premises as needed for maintenance, repair and upkeep of the Building (specifically including access to the roof and the IT Computer Room). Notwithstanding the foregoing, Subtenant shall have the right to limited access within the Building to install within the Building, as reasonably necessary, electrical, telecommunications, and telephone conduits, lines, risers, and cables (collectively, the "Electrical Equipment"), provided Subtenant's access within the Building and the placement of such Electrical Equipment shall be in such manner as to reduce to a minimum interference with Sublandlord's use of the Building and Sublandlord's electrical, telecommunications, and telephone closets, conduits, lines, risers, cables, plenum spaces and other service areas of the Building. Subtenant agrees that Sublandlord shall not be liable for any damages for Subtenant's failure to install or for any delay in installing any Electrical Equipment in a timely manner for any reason other than the gross negligence or intentional misconduct of Sublandlord. 8. Alterations by Subtenant. Subtenant shall not make any alterations, modifications or changes to the Subleased Premises which would negatively affect Sub landlord's and/or VIT's use and enjoyment of the remainder of the Building or obstruct or hinder Sublandlord's and/or VIT's access to the IT Computer Room. 9. Representations, Covenants and Warranties of Sublandlord. Sublandlord hereby represents and warrants to Subtenant that as of the date of this Sublease: (a) the person signing this Sublease on behalf of Sublandlord is duly authorized to execute and deliver this Sublease on behalf of Sub landlord, (b) the execution, delivery and performance of this Sublease has been duly and validly authorized by Sublandlord, and (c) upon the execution and delivery of this Sublease, this Sublease shall be binding and enforceable against Sublandlord in accordance with its terms. 3
10. Representations, Covenants and Warranties of Subtenant. Subtenant hereby represents and warrants to Sublandlord that as of the date of this Sublease: (a) the person signing this Sublease on behalf of Subtenant is duly authorized to execute and deliver this Sublease on behalf of Subtenant (b) the execution, delivery and performance of this Sublease has been duly and validly authorized by Subtenant and (c) upon the execution and delivery of this Sublease, this Sublease shall be binding and enforceable against Subtenant in accordance with its terms. 11. Parking. Subtenant shall have the exclusive use of the parking spaces shown on Exhibit B attached hereto located adjacent to the side entrance lobby designated for Subtenant. Subtenant, its employees, contractors and invitees shall be entitled to park on an unreserved basis in the balance of the parking areas serving the Building. 12. Indemnification by Subtenant. Subtenant shall indemnify, defend and hold harmless Sublandlord, VIT, and their respective officers, commissioners, directors, agents and employees from and against any and all claims, actions, liabilities, losses, damages, costs and expenses (including, but not limited to, court costs and reasonable attorneys' fees and disbursements) arising from or in connection with the Subtenant's use of the Subleased Premises, or from the conduct of the Subtenant's business at the Subleased Premises or any condition created in or about the Subleased Premises by Subtenant, or any alleged act, omission or negligence by Subtenant, its employees, agents or contractors, or any accident, injury or damage whatsoever occurring in, at, or upon the Subleased Premises or any breach or default by Subtenant in the full and prompt payment and performance of the Subtenant's obligations under this Sublease, unless caused by the negligence or misconduct of Sublandlord. 13. Insurance. 13.01 Subtenant's Insurance. Subtenant shall maintain throughout the term of this Sublease comprehensive general public liability insurance in respect of the Subleased Premises and the conduct and operation of business therein, with Sublandlord, Virginia International Terminals, Inc., and their respective successors and assigns, as their interests may appear, as additional insureds, with limits of not less than the greater of: (i) $1,000,000 for bodily injury or death to any one person and $2,000,000 for bodily injury or death to any number of persons in any one occurrence. Such policy shall contain a provision requiring the insurance carrier to give Sublandlord thirty (30) days' notice if such policy is to be canceled or modified. 13.02 Sublandlord's Insurance. Sublandlord, at its sole cost and expense, agrees to keep the Building and improvements (including the Subleased Premises) insured in accordance with the terms and provisions of the Master Lease. 14. No Breach of Master Lease. Subtenant shall not do or permit to be done any act or any thing which would constitute a breach or violation of any term, covenant, or condition of the Master Lease by Sublandlord. Subtenant received a fully-executed copy of the Master Lease. 4
15. Signage. Subtenant shall be entitled to place appropriate signage on the side entrance lobby of the Building (forming a part of the Subleased Premises) indicating the location of Subtenant's offices; and shall be entitled to erect customary "directional" signage on or adjacent to the roadways servicing the Building indicating how visitors, customers and the like may locate the offices of Subtenant located at the Building and parking area related thereto. 16. Assignment. This Sublease may not be assigned by Subtenant without the written consent of Sublandlord; provided, however, Subtenant may assign this Sublease in full to any affiliate of Subtenant or to any successor by merger to Subtenant, provided no such assignment shall release Subtenant of liability hereunder and such assignee shall continue the business of Subtenant in substantially the manner conducted as of the Effective Date. 17. Incorporation of Master Lease. Sections 34 ("Notices"), 36 ("Event of Force Majeure"), 38 ("Non-Liability of Individuals"), 40 ("Environmental Issues"), 46 ("Resolution of Disputes"), 4 7 ("Jurisdiction"), 51 ("Approval"), 52 ("Counterparts"), 53 ("Severability"), 54 ("Construction"), 55 ("Integration"), 56 ("Governing Law"), 57 ("Parties Bound"), 58 ("Sovereign Immunity of the Virginia Port Authority and the Commonwealth of Virginia"), 59 ("Authority to Execute"), and 60 ("Good Faith") of the Lease (as supplemented, modified and/or amended from time to time) are hereby incorporated into this Agreement and shall be deemed to be terms and provisions hereof, the same as if such sections were fully set forth in this Agreement. 7574526_7 DOC 5
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS SUBLEASE AGREEMENT DATED JULY 6, 2010, BETWEEN APM TERMINALS NORTH AMERICA, INC. AND VIRGINIA PORT AUTHORITY Subtenant: APM TERMINALS NORTH AMERICA, INC., a Delaware corporation ~ - } By: ~?2--<-< ~ ~ Eric A. Sisco, President (SEAL) COMMONWEALTH OF VIRGINIA CITY OF VIRGINIA BEACH, to-wit: Th foregoing Sublease Agreement was voluntarily acknowledged before me this I sfday of ', 2010, by Eric A. Sisco, who is either personally known to me or has presented iden cation of a state issued driver's license, in his capacity as President of APM Terminals North America, Inc., a Delaware corporation, on behalf of said corporation. ~~ovf Registration Number: M IF, My commission expires: 'tj? J /~ lb I 6
THE FOLLOWING SIGNATURES ARE PART OF THE SUBLEASE AGREEMENT DATED JULY 6, 2010, BETWEEN APM TERMINALS NORTH AMERICA, INC. AND VIRGINIA PORT AUTHORITY Sublandlord: COMMONWEALTH OF VIRGINIA, VIRGINIA PORT AUTHORITY, a poutical subdivision of the Commonwealth of Virginia ATTEST: COMMONWEALTH OF VIRGINIA CITY OF VIRGINIA BEACH, to-wit: e foregoing Sublease Agreement was voluntarily acknowledged before me this 1 S r day o, 2010, by Jerry A. Bridges, who is either personally known to me or has e 'fication of a state issued driver's license, in his capacity as Executive Director of the Vir a Port Authority, and Debra J. McNulty, as Secretary of the Virginia Port Authority, on behalf of the Virginia Port Authority. We~ Registration Number: o{ I'/ J-'1 3 My commission expires: -'-1--d o- J/ 7
THE FOLLOWING SIGNATURES ARE PART OF THE SUBLEASE AGREEMENT DATED JULY 6, 2010, BETWEEN APM TERMINALS NORTH AMERICA, INC. AND VIRGINIA PORT AUTHORITY APPROVED AS TO FORM: RECOMMEND APPROVAL: DEPARTMENT OF GENERAL SERVICES APPROVAL BY THE GOVERNOR: Pursuant to Section 2.2-1149 of the Code of Virginia (1950), as amended, and as the official designee of the Governor of Virginia, as authorized and designated by Executive Order No.88 (01), dated December 21, 2001, I hereby approve the execution ofthis instrument for, on behalf of, and in the stead of the Governor ofvirginia. Date Secretary of Administration 8