JPMorgan IIF Acquisitions LLC Maher Terminals, LLC 270 Park Avenue, 7th Floor 1210 Corbin Street New York, NY 10017 Elizabeth, NJ 07210 December 3, 2012 Mr. Ryan Pedraza Program Manager Office of Transportation Public-Private Partnerships 600 East Main Street, Suite 2120 Richmond, VA 23219 The team comprised of JPMorgan IIF Acquisitions LLC (“IIF”), advised by J.P. Morgan Asset Management – Global Real Assets – Infrastructure Investments Group (“JPMorgan IIG”), and Maher Terminals, LLC (“Maher”), are pleased to submit this Detailed Proposal on behalf of Virginia Port Partners (“VPP”) in response to the Instructions to Proposers (“ITP”) dated November 19, 2012 issued by the Office of Transportation Public-Private Partnerships of the Commonwealth of Virginia (the “Commonwealth”) in respect of a potential transaction relating to the Port of Virginia (the “Port”). The proposal envisions that Virginia Port Partners, LLC, a newly formed entity 100%-owned by IIF, will be the Concessionaire and operator of the Port. Support agreements will be in place with both Noatum Ports (“Noatum”), a leading independent port operator owned by IIF affiliates, and Maher, an independent North American port operator affiliated with RREEF America, LLC (“RREEF”), the named proposer under the Alternative Conceptual Proposal submitted on August 13, 2012. RREEF America, LLC is in process of assigning its rights and obligations, if any, in the proposal to Maher, subject to acceptance by the Commonwealth. Together IIF, Noatum and Maher form the “Proposer Team.” IIF, advised by JPMorgan IIG, is a long-term infrastructure owner who understands its responsibilities to all stakeholders. Through its open-end investment structure, IIF and its affiliates own stakes in 9 assets representing over $3.0 billion of equity capital under management, and JPMorgan IIG is led by a team of 35 investment professionals headquartered in New York. Noatum is a leading global terminal operator with experience in container and non-containerized cargo. Noatum operates 18 terminals throughout Spain with a proven track record in port operations and logistics. Maher is an experienced and efficient independent operator of container terminals in North America. Maher's approach to marine terminal operation is based on decades of experience and continual striving for best practices; open communications with its customers; aggressive market pricing; and a mutually respectful and solid relationship with union workers in the ports where Maher operates. Both Noatum and Maher are independent operators that are not affiliated with any steamship line, and both operators individually annually handle more container volume than is handled in the entire Port of Virginia.

  

The Proposer Team believes that this Detailed Proposal meets all the requirements of the ITP. The Proposer Team is responding in good faith to the request for Detailed Proposals and has attempted to comply with the ITP and the Implementation Manual and Guidelines of the Commonwealth’s Public-Private Transportation Act of 1995 (as Amended) dated May 21, 2012. Should the Detailed Proposal not address questions or topics to the satisfaction of the Commonwealth, the Proposer Team would appreciate the opportunity to respond and will do so in a timely manner. Please recognize that neither this letter, the enclosed Detailed Proposal nor any discussions are to be construed as an offer, commitment, agreement in principle or agreement by IIF, or its affiliates, or Maher or its affiliates, to enter into any transaction with the Commonwealth or Virginia Port Authority. Any such offer would be made in writing, definitively expressing the terms and conditions of such offer and would be subject to and contingent upon: (i) satisfactory completion of due diligence, (ii) receipt of necessary approvals and (iii) the execution of definitive transaction documents. The Proposer Team has a strong interest in working with the Commonwealth to establish a partnership to operate the Port in order to assist the Commonwealth in its long-term goals of creating the leading container port in the Mid-Atlantic, promoting job growth and fueling economic development. The Proposer Team believes this response will give additional insight into the Proposer Team's qualifications, the broad guidelines of our business plans with respect to the Port, and indicative value to the Commonwealth. Thank you for the opportunity to participate. Very truly yours, Maher Terminals, LLC By: Signature on File Name: Gary Cross Title: Executive Vice President

JPMorgan IIF Acquisitions LLC By: Signature on File Name: Andrew Walters Title: Authorized Signatory

Enclosure

  

 

VIRGINIA PORT PARTNERS PROPOSAL FOR PORT OF VIRGINIA PPTA  

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 3, 2012 

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TABLE OF CONTENTS PART 1 - QUALIFICATIONS Introduction ......................................................................................................................................2 Overview of Proposer Team ............................................................................................................3 Experience in Financing Port Facilities ...........................................................................................5 Experience in Operation of Port Facilities .......................................................................................7 Experience in Maintenance of Port Facilities ................................................................................19 Experience in Improvement of Port Facilities ...............................................................................20 PART II – DETAILED PROPOSAL Executive Summary .......................................................................................................................28 Detailed Operation & Maintenance Plan .......................................................................................31 Marketing Plan ...............................................................................................................................33 Detailed Capital Investment Plan ...................................................................................................38 Financial Plan.................................................................................................................................40 Appendices Certification Regarding Debarment ...............................................................................................42 Compliance With Law Certification ..............................................................................................46 Ownership Certification .................................................................................................................51

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PART 1 – QUALIFICATIONS Introduction The team comprised of JPMorgan IIF Acquisitions LLC (“IIF”), advised by J.P. Morgan Asset Management – Global Real Assets – Infrastructure Investments Group (“JPMorgan IIG”), and Maher Terminals, LLC (“Maher”), are pleased to submit this Detailed Proposal on behalf of Virginia Port Partners (“VPP”) in response to the Instructions to Proposers (“ITP”) dated November 19, 2012 issued by the Office of Transportation Public-Private Partnerships of the Commonwealth of Virginia (the “Commonwealth”) in respect of a potential transaction relating to the Port of Virginia (the “Port”). The proposal envisions that Virginia Port Partners, LLC, a newly formed entity 100%-owned by IIF, will be the Concessionaire and operator of the Port. Support agreements will be in place with both Noatum Ports (“Noatum”), a leading independent port operator owned by IIF affiliates, and Maher, an independent North American port operator affiliated with RREEF America, LLC (“RREEF”), the named proposer under the Alternative Conceptual Proposal submitted on August 13, 2012. RREEF America, LLC is in process of assigning its rights and obligations, if any, in the proposal to Maher, subject to acceptance by the Commonwealth. Together IIF, Noatum and Maher form the “Proposer Team.” The Proposer Team believes that the following Detailed Proposal for The Port of Virginia represents a compelling partnership opportunity for the Virginia Port Authority. The Proposer Team brings a substantive and diverse set of skills and experiences that will be integral in achieving the Concession Objectives and creating significant value for the Commonwealth. The Commonwealth and VPP will benefit from the financial and investment resources of JPMorgan GRA as well as operational expertise of two leading independent port operators in Noatum Ports and Maher.

Virginia Port Partners

JPMorgan GRA

Outside of Gate Investment Skills

Future Investment Focus

Demonstrated Transition Skills

Excellence in Port Operations

Non-containerized Cargo Expertise

North American Operations

Labor Management

Development Experience

Over $60 billionOf Long-term

Institutional Capital

Long-term Partnership Approach

Real Estate, Infrastructure &

Maritime Experience

Logistics Value Chain Focus

Local Management Team

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Under the proposed plan, Virginia Port Partners will be an independent port operator run by a local management team with the sole goal of enhancing The Port of Virginia. The Proposer Team has identified several priorities to add significant value to the Port including 1) growing the Port by increasing market share and maximizing volumes through providing integrated cargo handling and transportation service that covers the entire logistics chain; 2) Capitalizing on hinterland connectivity and expanding the Virginia economy by creating a leading transport corridor into the United States; 3) Achieving operational and financial best practices with risk transfer while reducing the VPA’s reliance on subsidies and promoting best labor practices; and 4) Positioning the VPA for future growth through modernization and expansion projects with future port capital improvements and the purchase of APMT. The main components of the Detailed Proposal include: Access to a leading global network of common user port operators focused on optimizing

operations, performance, and financial structure in close partnership with all stake holders Upfront payment to the Commonwealth Annual fixed concession payments to reduce ongoing risk Ongoing revenue sharing to provide value to the Commonwealth Significant future capital investment including the planned development and enhancement of

Craney Island Potential acquisition of the APMT Terminal in Portsmouth and expansion of APMT II Overview of Proposer Team IIF IIF is an infrastructure investor with an active control strategy, delivering stable current income from a diversified and established portfolio of regulated utilities, transport infrastructure, and contracted assets in the United States and other member countries of the OECD. Central to its value-add strategy is prudent growth of its platform companies and new investments that meet its durable cash yield and moderated volatility requirements. Improving operational performance and customer experience through efficient operations underpins its goal of providing superior long-term value growth and investment performance. IIF targets majority and control positions to enable the implementation of its business plans and other strategic initiatives via a disciplined active asset management approach. As a long-term investor, a key aspect of the investment strategy and asset selection is the ongoing ability to invest in, or through, the existing portfolio companies. This “platform investing” provides a lower risk, lower cost method of investing further capital by leveraging the existing resources and functional areas (i.e. management team, treasury, IT and HR) while strengthening the current investments. IIF focuses on enhancing and growing the operational cash flows of the investments over the longer-term, investment cases are not predicated on near-term exit or exit assumptions. IIF is advised by the Infrastructure Investments Group (“JPMorgan IIG”) of J.P. Morgan Asset Management – Global Real Assets (“JPMorgan GRA”), a part of JPMorgan Investment Management, Inc., an affiliate of JPMorgan Chase, one of the world’s premier financial institutions, widely respected for its capital strength, global investment expertise, and integrity.

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JPMorgan Chase has assets of $2.3 trillion as of September 30, 2012. The institution is one of the largest asset and wealth managers in the world, with third party assets under supervision of $2.0 trillion. JPMorgan GRA has over 400 professionals and $62.8 billion in assets under management as of September 30, 2012. JPMorgan GRA’s capabilities provide the world’s largest and most sophisticated investors with a diverse platform of real assets, driven by local investment talent and disciplined investment processes, consistently implemented across asset types and regions. The dedicated infrastructure platform manages over $5 billion invested in 70 infrastructure assets in seven countries. The platform is supported by over 75 people in five offices globally. Infrastructure assets advised by JPMorgan GRA include: Transportation

18 terminals handling 3.2 mm containers and 5.4 mm tons of freight annually

  Cairns and Mackay airports in Queensland, Australia serving

c. 5 mm passengers annually

Regulated Energy

Regulated electricity distribution serving 2.3 mm customers in northwest England

Regulated local gas distribution companies serving ~30,000

customers in Colorado and Missouri

Regulated Water

2.3 mm water and 4.3 mm wastewater customers in Southeast England

500k customers with primary operations in California, Texas

and Alabama

Contracted Power Coastal Winds 3 wind farms in Oregon, Texas and New York with generation

capacity of 350 MW

7 gas-fired power plants totaling 970 MW in California,

Colorado, Nevada, and New Mexico

Zephyr Wind 17 wind farms in the U.K. with generation capacity of 391

MW

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RREEF RREEF submitted an Alternative Conceptual Proposal to the Commonwealth on August 13, 2012. Although at the time of submittal RREEF expected to be a participant in the process, at this point RREEF has determined to allow IIF to subscribe for 100% of the required equity. RREEF's sole role as of this date is as the named proposer involved in the process and RREEF will, following the date hereof, seek to assign its rights and obligations in the process to a 100%-affiliated Maher-related entity subject to confirmation by the Commonwealth. Experience in Financing Port Facilities The Proposer Team has the ability to finance the acquisition, ongoing operations, and future capital requirements of the Port facilities. This ability to finance port operations stems from the capital position and access to capital of IIF, their experience in committing equity financing and raising debt capital, and in-depth relationships with lenders.

IIF has invested and committed equity capital of approximately $3.0 billion and $3.5 billion, respectively. IIF’s open-ended structure provides a continuous source of potential funding. This access to an ongoing source of capital and liquidity lends itself well to future investment in the Port and support of business growth. IIF also plans to devote substantial cash flow generated from the business operations to finance future growth and operations of the Port. In December 2010, a consortium advised by JPMorgan IIG reached financial close on the acquisition of Dragados S.P.L. Terms of the financing included a €150m term loan, a €15m capex facility, and €15m ancillary facilities (including LC, working capital, etc.). The borrower, Maritima Valencia S.A. (“Marvalsa”), received 5 years tenor and a mix of scheduled amortization and cash sharing. The security package was first ranking Spanish low security and included pledges over the shares and the assets of the borrower. Margin on the deal was 350 bps stepping up to 525 bps on a leverage grid.

This acquisition was the first port structured financing post Global Financial Crisis, and the transaction was granted the Port Finance Deal of the Year Award by Jane’s Transport. Additionally, JPMorgan IIG successfully completed the Noatum Container Terminal (Malaga) & Noatum Terminal Graneles (Santander) debt restructurings, extending maturities by 4.5 years to June 2024 and 2.5 years to July 2026, respectively. 

IIF has invested in companies with a total enterprise value in excess of $15.3 billion. IIF manages the collective debt book of the portfolio of c. $4.2 billion. IIF takes a lead role in raising new financing and has strong global banking relationships. Over the last two years, IIF has arranged approximately $1.9 billion in financing or refinancing for our assets or bidding activities.

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$0

$2

$4

$6

$8

$10

$12

$14

$16

Citi BofA JP Morgan Barclays Goldman

$ P

ar i

n M

illi

on

s

Airport and Seaport Experience Senior Manager RankingCompetitive and Negotiated Issuance

January, 1 2008 - December 1, 2012

Partnership with Citi Municipal Finance Citi offers the Consortium and the Commonwealth the resources of the one of the nation’s premier financial institutions. Citi’s extensive experience and commitment to financing the needs of state and local governments are best evidenced by it ranking as the number one underwriter of senior managed negotiated municipal bonds across the nation for 14 of the past 16 years and more importantly the #1 ranking in the financing of Airports and Seaports for each of the past ten years. Citi’s achievements are listed below:

National Leader in Public Finance. As the number one ranked underwriter of senior managed negotiated transactions for 14 of the past 16 years, Citi has senior managed $244.4 billion in municipal bond and note transactions since January 2008, including $46.6 billion of AMT and taxable transactions.

Commitment to Virginia Issuers. Citi has a consistent track record of serving issuers in the Commonwealth of Virginia. With the experience of having senior managed over 169 Virginia long- and short-term transactions with an aggregate par of approximately $14.8 billion over the past decade, Citi is intimately familiar with the Commonwealth’s issuers and investors alike. Citi’s regional approach to banking gives them the ability to understand and assist issuers throughout the Commonwealth, backed the resources and strength of a major Wall Street firm.

Citi is the #1 Underwriter of Airport and Seaport Debt. This experience also includes considerable experience with consolidated airport and seaport credits. Airport/Port finance is a core practice at the firm, dating back more than 50 years. This rich history and depth of experience has helped Citi maintain a dominant position in US airport/port debt underwriting over a long period of time. Citi’s experience structuring, selling and underwriting similar financings means that, by hiring Citi, the Consortium and the Commonwealth will have the most experienced firm in public finance executing the bond funding of its partnership plan.

Citi’s AMT Financing Experience. Citi is the market leader in AMT bond financing since January 2006, Citi has served as senior managing underwriter for 191 revenue bond transactions subject to the alternative minimum tax totaling $14.3 billion in par amount and representing a market share of 11.6%.

Taxable Market Experience. Citi has served as a senior managing underwriter on $40.0 billion of taxable municipal transactions since January 2008, representing a 12.5% market share and making us the top underwriter in this category. The firm has consistently obtained more favorable pricing levels for taxable and AMT clients, due to the syndicate desk’s extensive issuer credit knowledge. As the number one book running underwriting of taxable investment grade debt, Citi is best positioned to provide access to the global taxable market and minimize borrowing costs.

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Experience in Operation of Port Facilities Noatum Ports is the sixteenth largest global container terminal operator and the second largest in Southern Europe. It consists of a portfolio of four major container terminals handling c. 4 million TEUs, a dry port in Madrid, and 13 conventional terminals across Spain. Noatum provides full intermodal offering (dry ports, on-dock terminals, railroad) as well as state of the art information technology with fully EDI integrated community cargo interfacing. Its key asset is Noatum Container Terminal Valencia (“NCTV”), Spain’s second largest container terminal. Container Operations

Comparison of Container Volumes

2,041 

2,348 2,558  2,655 

861  840 

1,125  1,165 

0

1,000

2,000

3,000

2009 2010 2011 2012

'000

s b

oxe

s

Noatum Port of Virginia

Noatum Container Terminal

Valencia (NCTV)

Noatum Container Terminal Bilbao

(NCTB)

Noatum Container

Terminal Malaga (NCTM)

Operaciones Portuarias Canaris S.A. (Las Palmas)

Autoterminal (Barcelona)

Capacity (‘000 TEUs)

3,000 1,000 1,050 1,700 55,000 vehicles

(storage)

Quay length (m)

1,780 1,500 723 1,790 1,210 (4 RoRo

ramps)

Total area (ha)

113 49 34 42 12

Depth (m) 16 21 16 11-18 107

No. of quay cranes

18 9 5 9 12.0

Equipment

56 RTGs, 87 tractors, 99

chassis, 4 reach stackers, 8 front

loaders

19 RTGs, 7 tractors, 2 RMGs,

33 chassis, 7 reach stackers, 4 forklifts, 6 top

lifters

12 RTGs, 25 tractors, 30

chassis, 1 reach stacker, 2 forklifts

25 RTGs, 45 tractors, 53 chassis, 4 reach stackers, 9

forklifts

N/A

Rail tracks 5 x 650 m 4 x 450 m N/A N/A 3 x 700 m, 4 x 250, 1 x 1,000

8  

Additionally, Noatum operates 12 multi-purpose terminals across Spain handling bulk (grain, coal...), steel products, general and project cargo (notably windmills). It also operates the largest Ro-Ro/vehicle handling terminal in the Mediterranean and the 3rd largest in Europe. Through Marmedsa, Noatum is one of the leading providers of maritime and logistics services in Europe with 29 limes represented and more than 4,500 clients in its forwarding division. Furthermore, Noatum provides integrated cargo handling and transportation services that cover the entire logistics chain, constantly leveraging knowledge of its customer business.

Valencia

Malaga Las Palmas

Bilbao

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Overview of Maher Facilities Established in 1946 as a fleet of forklifts providing break bulk stevedoring services, Maher has grown into a premier port operator with in-depth experience with container and general cargo terminals. Maher has since significantly grown its customer base, expanded its port operations, and developed unparalleled experience operation of straddle based container terminals. New Jersey Maher operates the largest container terminal at Port Elizabeth, and the largest terminal in the Port of New York and New Jersey. The Port Elizabeth terminal sits on 450 acres (600 acres if ExpressRail and satellite dispatch facilities are included) and is held under a 30 year lease with the Port Authority of New York and New Jersey. Maher handles approximately 40% of the market share in the Port of New York and New Jersey. The Port Elizabeth terminal has a marine terminal capacity of 2m containers p.a., over 40,000 feet of loading track in ExpressRail with annual throughput capacity of 1 million containers, 10,000 linear feet of contiguous deep-water berthing with 9,000 feet equipped with crane rail and 6 deep water berths, and 17 post-Panamax gantry cranes including 11 that are super post-Panamax. The terminal also has a fully grounded straddle carrier operation, an automated straddle carrier fleet of over 170 machines, fully automated paperless processing, the latest generation OCR gate complex with capacity to process 13,500 daily truck transactions, a grounded reefer system with 1,200 outlets, and a state of the art container handling equipment maintenance facility. Prince Rupert Maher also operates the Fairview Container Terminal at Prince Rupert, British Columbia. The terminal sits on 58 acres of combined rail and marine operating area and is operated under a 30-year operating agreement that Maher entered into with the Prince Rupert Port Authority. The Prince Rupert Terminal includes an annual marine terminal throughput capacity of 750,000 TEUs, over 12,000 ft. of loading track and 5,000 ft. of storage track, 1,200 linear feet of deep water berth, 3 ultra-post-Panamax cranes (with a fourth crane scheduled for delivery in 2013), a fully grounded reach stacker operation, a grounded reefer system with 144 outlets, and state of the art container handling equipment maintenance facility.

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Management Experience The Noatum Management Team includes six internationally seasoned executives with more than 200 years experience in the ports and logistics industry, operating with the support of 18 dedicated Terminal Managers and more than 1,700 employees within the wider Noatum Group.

Chris Gray, Chairman, brings 40 years of experience in the global transportation and shipping industry, and will lead Noatum through its new growth phase. Mr. Gray previously served as CEO for Hutchison Ports UK, successfully managing the ports of Felixstowe, Harwich, and Thamesport. Gray also managed Hutchison Ports

Bahamas, including Freeport Container Port, Freeport Harbour Company, and Grand Bahama Airport Company. Prior to his experience with Hutchison Ports, Mr. Gray served as Managing Director for Contship UK, headquartered in Virginia. Mr. Gray is also a member of Harwich Haven Authority, and former Chairman of UK Major Ports Group.

Doug Schultz, CEO, has led large teams and controlled substantial assets to deliver successful outcomes for shareholders, customers, and stakeholders for over 30 years. Mr. Schultz previously chaired Patrick Container Ports’ Division, Australia’s largest vertically integrated import/export container logistics provider. He also served as

Regional Manager of the Australian ports and logistics division of P&O Ports, overseeing bulk, steel, vehicles, containers and RoRo terminals, as well as general cargo handling.

Javier Barajas, CFO, brings more than 20 years of experience in finance to the CFO position at Noatum. Mr. Barajas previously served as the Global CFO for a leading commercial real estate property business in the United States and Latin America, as well as Senior Vice President and CFO Americas for DHL/DANZAS Global Logistics.

Other experience includes finance and accounting with P&O Nedlloyd and Financial Controller with NEC, a leading electronic goods manufacturer and distributor based in Madrid, Spain.

John Thomsen, COO, brings extensive and successful experience in managing and growing APM Terminals’ Spanish flagship port operations, where he served as General Manager of APMT’s terminal in Algeciras, the largest container terminal in Spain. Mr. Thomsen also previously served as COO of APMT West and Central Asia region,

made up of 5 container terminals handling 4.5 million TEU. Prior to his experiences with APMT, Thomsen served as head of the Europe Region terminal division for Maersk Line.

Kim Gadegaard, CCO brings 35 years of experience in container shipping ranging from shipping line, terminals, inland container activities, agency, trucking and logistics. Prior to joining the Noatum team, Mr. Gadegaard served as President for Greater China Region APM Terminals’ 14 terminals. He also served as President for South America

Region A.P. Moeller-Maersk covering cover line, terminals, logistics companies, and container service industries. He also served as the VP for Latin America Services for Maersk.

Antonio Campoy, CEO (Marmedsa), brings 35 years of port experience and grew Marmedsa’s business into the leading port services provider in Iberia. Mr. Campoy began service as CEO of Marmedsa in 2005 and also directs a number of Marmedsa

group companies. He developed his professional career at the Marmedsa group holding numerous roles including commercial director and business development before becoming General Manager and Board Member.

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Together, Noatum’s Management Team has proven effective in managing and growing port and logistics industry companies, and has taken strides to accelerate Noatum’s progress as one of the world’s top port managers. The group’s achievements include volume expansion through the identification and opening of new markets, increased expansion of hinterland territory through the promotion of railway connectivity, and the design, planning, and development of numerous terminals. The Management Team has also made substantial gains in fuel efficiency, cost efficiency, and productivity while expanding its automotive logistics expertise and adapting to clients’ needs. Lastly, Noatum’s focus on environmental, social, and business sustainability will continue to drive the company’s future success. Maher Terminals

Anthony J. Ray, EVP, Operations and Labor Relations, joined Maher Terminals in 1979. While developing his career at Maher, he held a variety of positions which include Superintendent of CFS Operations, Container Yard Manager, Director of

Container Operations, Vice President and General Manager, and Senior Vice President of Container Operations. In 2007, Mr. Ray became Executive Vice President of Operations and Labor Relations.

Josephine Viera, EVP and CFO, started her career in the transportation industry in 1985 and has held various managerial and financial positions in the shipping, ports and logistics sectors. Prior to joining Maher in 2008, Ms. Viera was part of the team that developed Port Newark Container Terminal L.L.C (a joint venture terminal operation

in New Jersey owned by P&O Ports North America and P&O Nedlloyd Ltd.) where she held the position of CFO for four years. Ms. Viera is a CPA in the State of New Jersey and holds a graduate degree in accounting from Nova Southeastern University.

Gary Cross, EVP of Sales and Marketing, began his career at Maher Terminals in 1978 as a management trainee in the company’s Safety Department. From the Safety Department, Gary moved into the operations division of the company where he spent the next 17 years. During his tenure in operations, Gary’s positions included marine

superintendent, marine manager (as part of the team that opened the company’s Fleet Street Terminal), assistant terminal manager of the Tripoli Street Container Terminal and director of marine operations for all of the company’s stevedoring business; he then became vice president and general manager of the Tripoli Street Container Terminal. In 1996, Gary moved into the sales and marketing department and was promoted to Executive Vice President in 2010.

Frans van Riemsdyk, EVP, Corporate Development & Strategy, joined Maher Terminals in 1981 and has held a variety of positions in Operations, Planning, and Marketing. His responsibilities have included Superintendent, Assistant Terminal Manager, Assistant to the President, Vice President Sales and Marketing and Senior

Vice President Sales and Marketing. In 2007, he was named Executive Vice President Sales & Marketing. In 2009 he was named Executive Vice President Corporate Development & Strategy. Mr. van Riemsdyk graduated with a BS in Business Administration from Susquehanna University in 1981 and is a 2002 graduate of the Penn State Executive Management Program.

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Expertise in Intermodal Connectivity and Rail Transportation Noatum’s intermodal connection and The Port of Virginia’s hinterland

Noatum has a deep understanding of inland distribution, supply dynamics and rail transportation. Noatum operates Conterail, Madrid’s primary privately operated intermodal terminal, which serves all major Spanish rail corridors connecting the country’s capital city. The company also has the capacity to offer fully integrated and intermodal solutions thanks to on-dock rail access at its terminals in Valencia and Bilbao, and a dedicated intermodal transport manager. Its network of companies and agencies that provide all kinds of freight forwarding and full logistic services by sea, air and land, nationally or internationally, and expertise in freight transportation by road and rail also contribute to expansion. Noatum is highly experienced working with rail operators, creating new routes and promoting intermodal capabilities, and will aim to continue The Port of Virginia’s successful development of rail transportation, and continue expanding its hinterland. Having worked on the port, liner and inland logistics side of the business over the last 20 to 30 years, Noatum’s executive team have gained first-hand experience with logistics providers as partners, have led rail and road transportation companies as executives and even participated in the ownership of transcontinental trucking companies. The executive team has notably developed port to hinterland rail services and managed port and hinterland railheads in the UK, Spain and Australia, and does so today at Noatum’s facilities in Spain. Working with public and privatized rail operators and rail freight forwarders (block train and slot buyers), Noatum management has demonstrable experience in assisting in the growth of market share of this mode of transport to and from its port terminals.

Bilbao

800.000-1.000.000

TEUs

Barcelona

Valencia

Algeciras

Sevilla

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One of Maher’s strengths is also in its ability to work with several of the nation’s largest railroads in developing and operating high volume intermodal rail solutions to promote cargo growth. In the early 1990s, Maher initiated the establishment of on-dock intermodal rail service called ExpressRail. As growth continued and the facility was expanded into a second and third facility. Maher worked closely with CSX and Norfolk Southern in further develop and expand the service offerings of the facility to a wide variety of Midwest, West Coast and Canadian origins and destinations. Maher also worked with local Conrail operating staff to coordinate train arrivals, departures and local switching requirements. This facility now covers 75 acres totaling over 40,000 feet of working track and has an annual capacity of over 1 million rail lifts. Maher and the Port Authority of NY & NJ negotiated a long term operating agreement for the facility with Maher providing the management personnel, labor contract and data processing capability for the operation. Maher replicated its success on the East Coast and established a high volume, rapid growth intermodal marine-rail operation led it to implement a similar type operation in Prince Rupert. During the design and implementation of this new intermodal rail service, Maher had the opportunity to work very closely with CN in the design, operational coordination and marketing of the new service, which has become very successful since its start-up in October 2007 and has achieved better than planned rail transit times. One reason for the success of this business is the fact that Maher takes responsibility for incoming trains at the entrance to the Fairview Terminal, relieving CN personnel of their duties, and delivers fully built outbound trains to the CN a few miles south of the terminal. This allows Maher to fully control both inbound and outbound trains and increases train turn times. Noatum’s TOS Experience Noatum has substantial experience in achieving best-in-class productivity and efficiency and is an experienced and well-versed TOS user. Since 2007, Noatum has increased productivity at its flagship terminal in Valencia by more than 40%. The following diagram illustrates the integrated terminal operating system in place at Valencia:

Integrated Terminal Operating System NCTV – Productivity (moves/gang)

102113

125133

143

0

20

40

60

80

100

120

140

160

2007 2008 2009 2010 2011

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A key finding from Noatum’s roll-out of CATOS has been that the first 2-3 years after the roll-out are critical to achieving sustainable improvements in productivity. Below details the 3 year timeframe of roll-out:

Noatum’s Experience in Ro-Ro (Barcelona) Noatum’s Autoterminal is the largest Ro-Ro facility and hub in the Mediterranean Region. It is an intermodal Ro-Ro terminal located in Barcelona that handled 400,000 vehicles in 2011 (+10.8% vs. 2010), has a total surface area of 756,000 m2 with a berthing capacity for 6 ships (1.2 km), and includes 4 railway terminals. Autoterminal has 4 main lines of business, including vehicle handling (loading/unloading of cars and truck/rail services), storage (multi-story car park of 465,00 m2), value added services (car washing, protective wrap guard installation, vehicle personalization, etc.), and rent revenue (dedicated space for Nissan, Autoterminal’s primary user). Key car manufacturers’ customers include Chevrolet, Mazda, Nissan, Seat, Renault, and Volkswagen. Autoterminal’s main inbound traffic flows come from Japan, Asia, North Africa, and some parts of Europe, while most of its outbound traffic flows go toward South Africa and Australia, the Netherlands (Bart-link), France and Portugal, and other EMEA countries. Autoterminal’s main shipping lines’ customers include Eukor Car Carriers Inc., Hoegh Autoliners, Kawasaki Kisen Kaisha Ltd., MOL, Nippon Yusen Kaisha Line, and Wallenius Logistics.

Transition year from the legacy system

Productivity may be negatively affected in case of major changes in processes and systems

Legacy system can cause difficulties regarding such changes

Year 1

Year 2

Stabilization of the system and processes and familiarizing the users

Workers start to feel confident with the new system and issues/bugs are increasingly under control

Users control the operational processes

First increases in productivity can be observed

Year 3

Focus year for productivity improvements

Productivity increases can reach 30-40% compared to Year 2

Enhancements are rolled out

Crucial year for getting feedback from the users

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Main Traffic Flows

Providing Logistic Services adapted to Clients’ Needs Noatum provides value-added services with port installations adapted to the logistics needs of the industrial hinterland they serve. Noatum’s reefer activities include the Fricasa reefer terminal in the Port of Castellon, and the Sagunto reefer terminal in the Port of Sagunto. Fricasa is home to two covered storage areas operating electric and mobile cranes with a combined pallet capacity of 12,000. Sagunto is the Dole Distribution Center for Spain, Portugal, and France, and has two special fruit port pallet cranes, allowing for a combined performance of 1,100 pallets per shift. Through Marmedsa, Noatum has extensive know-how in transport and handling of perishables (fresh and frozen), offering door-to-door and integrated logistics solutions. Noatum recently launched a partnership with Easyfresh, a global reefer logistics provider that serves to expand its overall global reefer footprint. Key Operating Data

Inbound Traffic– Japan/Asia

(import/tranship.)– N. Africa (+some parts of

Europe)

Outbound Traffic– S. Africa & Australia– Netherlands (Bart-link)– France & Portugal (rail/truck)– Other EMEA countries

Fricasa Sagunto

Cold storage space (sqm) 10,000 10,000

Pallets capacity (perishable traffics) 12,000 7,000

Volumes handled p.a. (tons) 90,000 65.000

Cold chambers 11 14

Key customer Dole Dole

Comments First Mediterranean terminal combining import and export Ideal for traders

and USDA to export clementines to the US

Dole Distribution Center for Spain, Portugal and France 2 fruit port pallet

cranes at 17 TM each 120-150 pallets

per hour /crane

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In addition to Marmedsa’s expertise in the transport of perishable goods, the company is also the leading shareholder of Progeco Espana, which provides empty container depot and repair services in Barcelona (65,000 sqm), Bilbao (30,000 sqm) and Vigo (26,000 sqm). Progeco Espana handles 150,000 TEUs per annum and it offers services that include IICL repaid of any kind of ISO containers (dry vans, open tops, tanks, etc.), computerized container control, cleaning, stock control, empty container handling and storage, daily reporting of stock movements and container status, reefers pre-trip at 220V and 380V, fax, e-mail and EDI connections with clients budget IICL, and tank periodical tests. Agribulk Operational Expertise Noatum Group is one of the leading agribulk terminal operators in Spain, operating terminals across the country with an overall throughput of c. 3 million tons. The company also maintains long-term relationships with key worldwide agribulk traders. Noatum’s machinery equipment and transportation systems operating in its agribulk terminals provide examples of state-of-the-art technology.

Strong Focus on Labor Relations Noatum maintains positive relationships with the trade unions and the stevedoring companies within their respective ports. Currently, most of the employees are covered by bargaining agreements and competitive wages, and benefits are paid, which contributes to the stability of the labor force. In the past ten years, Noatum terminals have not experienced any major strikes. Maher also recognizes that an efficient, cooperative, and productive labor force is essential to a successful terminal operation. Maher has employed members of the International Longshoremen’s Association (ILA) in the Port of NY & NJ for nearly 60 years and is currently the largest ILA employer in the Port, employing some 1,400 ILA members on a regular and casual basis. As such, Maher has developed considerable experience and expertise in labor relations, notably serving on the boards of the New York Shipping Association (NYSA) and the Metropolitan Marine Maintenance Contractors Association (METRO), where it represents the labor-related interests of terminal operators and ocean carriers. Training of all labor personnel is a high priority for Maher. In the Port of NY & NJ, Maher was amongst the first marine terminal operators to implement highly structured, formalized, and now

Company2012E

Annual TONsKey Equipment

Codemar-Iberbulk, S.A. 617.5001 mobile crane, 4 f ixed cranes and a conveyor system.

Servicios Logísiticos Portuarios, S.A. (SLP) 609.6022 mobile crane, 3 f ixed cranes and a conveyor system.

Terminal Marítima Huelva, S.L. (TMH) 670.0003 mobile crane, 6 loaders and a conveyor system.

Terminales Marítimos Galicia, S.L. (TMGA) 848.0006 mobile crane, 2 f ixed cranes and a conveyor system.

Total 2,745,000

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mandatory, labor training. Various aspects of the overall training are conducted by Maher and the NYSA, and NYSA training is often supplemented by Maher for areas of particular concern. Such training includes general hazmat training, powered industrial truck and lift equipment (operators) training, first aid/CPR/AED training, accident prevention training, crane operator training, security training for watchmen, and general security awareness A strong commitment to training of the labor force has produced significant reductions of accidents in the workplace. It is no surprise, therefore, that Maher and Noatum have both consistently achieved the lowest lost time accident frequency in their respective ports. VPP also believes in active and constructive employee relations, notably through frequent meetings and positive dialogue with trade unions. Because Noatum strives to utilize its knowledge and experience, all employees are encouraged to achieve continuous improvements in operations. Day-to-day work generates inspiration and new ideas as employees continue enhancing their skills. This results in improved quality and efficiency as well as job satisfaction. Stakeholder/Community Relations VPP is committed to continuing responsible investing into sustainable businesses, with a particular focus on conducting business in an ethical way that serves the best interest of the wider communities its investments serve, as well as being good community citizens. Both Maher and Noatum believe their business is part of the local community and are adherent to the principle of social responsibility, keeping in mind the interests of all stakeholders including employees, customers, local authorities, communities etc. Programs are being implemented in every region where it operates, and these activities are aimed at supporting the development of culture and sport, supporting local charity organizations, and protecting the environment. Maher is also proud of what it does and seeks to not only maintain regular relations with local community leaders, but also invites them to the facilities to see what and how it performs its jobs. Maher believes the development of these relationships begins with active dialogue with governmental and community leaders in surrounding towns. It seeks out organizations that serve specific community needs and provides money and participation to further their goals. In New Jersey, this has ranged from serving as leaders of state and local business organizations to providing opportunities for disadvantaged young people to afford an education or have a work study experience with the company.

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Environmental Stewardship & Innovation Noatum, Maher and IIF have a proven track record in managing assets in accordance with concession/license obligations, including environmental regulations, and dealing effectively and co-operatively with Governments, regulatory, industry and customer groups. Environmental sustainability and social responsibility are two key themes for VPP. All Noatum terminals comply with national and European legislation relating to environmental issues, and have the relevant permits and monitoring procedures in place. All Noatum terminals have been certified according to ISO 14001. Demonstrating Noatum’s dedication to a best-in approach to environmental sustainability and social responsibility, Noatum’s largest terminal, Noatum Container Terminal Valencia (NCTV), has received this week the voluntary EMAS (EU Eco-Management and Audit Scheme)

certification by the European Union. The EMAS is the premium environmental tool for organisations with a proactive approach to environmental challenges, which are looking for ways to continually improve their environmental and financial performance and communicate their environmental achievements to stakeholders and society in general. Noatum Container Terminal Bilbao (NCTB) and Autoterminal (Barcelona) were first to received this certification, and two other terminals in Sagunto and Santander are in the process of obtaining it. Similarly, Maher is now implementing a switch to Ultra Low Sulfur fuel, replacing old diesel engines with new ones, ahead of federally mandated deadlines, and instituting idle controls on all yard equipment. Maher is protecting the water surrounding the Port Elizabeth terminal by installing devices to help prevent pollutants from storm water runoff entering the water. Recently, Maher committed to installing a 2.6 MW solar array throughout the Port Elizabeth terminal. Safety & Security Noatum and Maher Terminals work closely with governments, law enforcement agencies and their customers to implement and maintain the highest standards of terminal security in the industry. All Noatum and Maher facilities are compliant with ISPS and IMO standards. Transition & Integration Upon the issuance of the concession, the Proposer Team would work to ensure the successful transition of operations from VIT to VPP. A comprehensive integration plan would be

EMAS Eco-Management and Audit Scheme

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implemented with 100 day and 6 month goals to address the following items in addition to longer term plans and benchmarks:

Establishment of a local management team Internal and external communications plan Reporting requirements for finance functions Labor relations Commercial contracts and customer relationships Staff and Human resources Operations IIF has successfully executed transition and integration plans upon acquisition in all nine of its investments. Three of IIF and its affiliates’ investments, including Noatum Ports, were carve outs from companies very similar to this proposal. IIF has direct experience in establishing new or improving existing corporate functions including customer service, human resources, accounting, billing, and finance in addition to operations and staff. JPMorgan GRA’s extensive network and relationships with experienced professionals across multiple industries provides resources with respect to short-term transition professionals, as well as establishing a permanent local management team. IIF seeks to maintain business as usual operations with all stakeholders throughout the transition process. Two highlights of IIF’s experience in integration and transition include:

The carve out of Noatum Ports from Dragados SPL, a division of ACS, and establishment of a new local management team, creation of back office systems, and transfer of staff and replacement of benefit programs

The carve out of Electricity Northwest (“ENW”) from United Utilities which included the successful “in-sourcing” of 1,200 employees to eliminate costly outside management contracts, resulting in cost savings and improved efficiency for ENW, creation of new functions, such as procurement, which add value and efficiency, and implementation of SAP to replace an existing technology system and improve efficiency of customer service and billing.

Experience in Maintenance of Port Facilities Engineering and Maintenance Both Noatum and Maher have significant experience in managing terminal assets in accordance with concession/license obligations. Each terminal maintains an Engineering department that is responsible for all technical matters and project management associated with crane and yard handling equipment procurement and maintenance, as well as facility design, construction and maintenance. Maher's engineering department has notably integrated and maintained several old leased parcels, approx. 250 acres, which became part of Maher's Tripoli Street Terminal and Fleet Street Terminals. Maher assumed the leaseholds of these parcels in "as is" condition and maintained them for many years prior to developing the modernization plans for its current consolidated terminal.

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Noatum and Maher respective engineering department also developed technical specifications and performed contract and project management, including on-site inspections, for the procurement for all new handling equipment, including ship-to-shore cranes, straddle carriers, and numerous other terminal operating equipment. Noatum has notably project managed the development as well as the ramp-up of the Fangos container terminal in Valencia for MSC.

Experience in Improvement of Port Facilities

Opening New Markets – The NCT Bilbao Example NCT Bilbao (NCTB) runs a 1.0 million TEU facility in the port of Bilbao, which is 98% dedicated to local cargo and with very limited growth opportunities from transshipment or relay traffic. As the regional market is already captured, the only possibility for non-organic growth is via hinterland expansion and opening new markets. Working hand in hand with the key short sea shipping customers, and cooperating with the port authority and rail operators, NCTB is assisting in the growth of new markets resulting in growth in excess of 30% year on year in the short sea shipping business. Noatum has also invested in cold-storage facilities and specialized handling machinery, extended rail terminal opening hours, and provided a dedicated gate and flexible operations, thus meeting the demands of short-sea versus deep-sea carriers. The carriers and NCTB are collaborating in receiving ambient and chilled goods from road trucks at NCTB’s specialized warehouses and are cross-docking the palletized cargoes from the truck to the containers, which are subsequently shipped to British and European ports. This “green” transportation system is having great success in bringing volumes to the port, terminal, and carriers and is the center of a 10-year cooperation agreement with one of the Top 5 shipping lines. Noatum’s creative commercial approach, supported by an ability to deploy resources, proved to be the key drivers of NCTB’s success.

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Prince Rupert Expansion The opportunity for Maher to expand geographically has presented itself on numerous occasions. The expansion to Prince Rupert, British Columbia in 2004 was a logical extension of Maher’s management, marketing and operating strengths developed over many years operating in New Jersey. The opportunity to develop a new intermodal gateway into North America for the burgeoning trade with Asia was a strategic fit for Maher, given its proven marine container terminal operating experience, rail intermodal terminal operating experience and long term relationships with many of the world’s largest ocean carriers. Maher worked to plan, develop, market and expand the Fairview Terminal into a highly efficient intermodal gateway. Capitalizing on the strategic advantages of the port, as well as the Canadian National Railway’s (CN) main line from Prince Rupert, Maher, PRPA and CN jointly worked on the transition of the Fairview Terminal from an old break bulk and dry bulk facility into a modern intermodal marine–rail transfer facility. During this process, Maher applied the resources of its entire organization to the project. PRPA, Maher and CN currently are in the final stages of design and permitting for an expansion project at the Fairview Terminal, which will add an additional deepwater berth and increase throughput capacity beyond the current 750,000 TEU capacity. This project demonstrates Maher's continued focus on expansion and prudent use of capital expenditures to ensure that its businesses can grow and that its ocean-carrier customers continue to experience the best possible service levels when calling at Maher's terminals.

Improving Operational Efficiency Noatum has also successfully reduced costs through centralization and increased resource efficiency as part of its energy saving initiative and rationalization programs. The energy saving initiative, a group wide energy and fuel saving program, was implemented in 2007 when the first prototype of a new fuel saving system for RTGs was delivered to Marvalsa by KONE. The new system was designed to reduce fuel consumption in stand-by periods and was subsequently incorporated in all RTGs, leading to a 30% reduction in fuel costs. Combined with other aspects of the initiative, some € 1.6 million fuel cost savings were achieved at Marvalsa alone, along with other benefits such as reduced noise and fume emissions. Another successful example of this initiative was the reduction of electricity costs by 7% at ATM in Bilbao due to power adjustment factors, lighting centralization, and grouping of reefers at a single location. The rationalization program, a procurement initiative started in 2010 in order to review procurement procedures across the group, also led to savings. Original observations showed that terminals once followed their own internal procedures, and most purchases were done on a local level. Based on these findings, Noatum has since focused on streamlining purchasing procedures across the group and centralizing the procurement function at the Headquarters level in order to achieve increased efficiency. The centralized procurement policy and group level contract with one of the largest Spanish utility companies for purchasing electricity also led to significant savings achieved in 2010. With the support of JPMorgan IIG, Noatum identified the opportunity to unify the main insurance covers under single policies and create a global insurance program, thus resulting in more competitive premiums.

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Innovative Marketing to Increase Volume Noatum continually implements new marketing strategies to the world’s largest shipping lines and leading feeder operations to enhance volume growth. Noatum’s senior executives have a breadth of international experience and a proven track record in commercial development and client management with major container shipping lines. The team has led growth in both gateway and transshipment through a blend of consistent customer service, intelligent pricing and negotiation, developing close client relationships and robust but reasonable contractual arrangements. Noatum has developed long standing relationships with key customers including with Maersk Line, MSC, CMA CGM, Hapag Lloyd, COSCO, Evergreen, Hamburg Süd, CSAV and many others. Noatum also gained market recognition as a terminal provider that meets its customers’ needs in a very proactive way. Noatum has worked intensely with cargo owners, trucking companies (in-house and 3rd party) and rail operators to provide infrastructure and hinterland services to the cargo owners. Noatum has developed specialized warehousing in or near port land that has solidified cargo volumes in environments where competition ports could have poached away business. Noatum has collaborated with carriers to more effectively ship perishable goods, worked directly with short see shipping customers, and invested in cold store facilities. Noatum has also established a successful track record in broadening and deepening its customer relationships by integrating them in the logistics/supply chain. Outside the Gate Development Experience J.P. Morgan Asset Management – Global Real Assets offers a breadth and depth of resources related to industrial property skills and expertise that can be applied in Virginia. JPMorgan GRA’s in house Development and Engineering are actively involved in formulation and review of technical proposals for new capital expenditures. The team works to direct the engineering process and provides hands on project management. Additionally, the JPMorgan GRA real estate platform has expertise in real estate development that can assist in bringing additional economic vitalization to the areas surrounding the Port.

JPMorgan GRA has significant experience and resources in industrial property development and management, especially in distribution centers. This expertise and skill set can be deployed immediately upon start of the concession. Two highlights of JPMorgan GRA’s industrial experience are as follows:

Alliance Texas Portfolio: Invested approximately $550 million in 14.4 million square feet across nearly 50 buildings of mostly distribution centers in Fort Worth, Texas, which experienced 88% occupancy in 2012. The property is a global logistics hub and provides immediate access to the world’s first all cargo airport, serves as a high capacity intermodal hub, provides access to NAFTA super highway and presents two days drayage to 36% of U.S. customers. Through invested capital, JPMorgan GRA contributed to Alliance Texas in their development of 25 million square feet and created approximately 18,000 jobs in northern Texas.

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Santander

     

Experience in Southern California: JPMorgan GRA is owner of over 10 million square feet of industrial space in Southern California comprised of over 50 buildings in various sub markets with a value in excess of $800 million. We are one of the largest Landlord’s in the nation’s most vibrant industrial market, the Inland Empire. We are also actively developing over 1 million square feet in the South Bay submarket of Los Angeles.

Noatum has a proven track record in designing, planning and developing port facilities. 3 case studies demonstrate this ability: Noatum Terminal Santander, Noatum Container Terminal Málaga, and Muelle Costa.

Noatum Terminal Santander Development Noatum Terminal Santander is a gateway multipurpose and bulk terminal fully developed by Noatum Group (greenfield project). The terminal has several multipurpose terminal characteristics, including an operating surface of 3,500 m2 and warehousing capability of 46,000 m2. The terminal also provides 2,800 meters of berths (draft 9-13 meters), 2 mobile 80 ton cranes, 12 gantry cranes, 7 loaders and 2 forklifts. In addition, the Santander Terminal includes bulk terminal characteristics in its operating surface of 65,000 square meters, warehousing volume of 460,000 m3, 300 meter berth line (draft 13 meters), 1 conveyor, 2 automated hoppers, 2 stackers and 2 pickers.

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Málaga

Muelle Costa

Noatum Container Terminal Málaga Development The Noatum Container Terminal Málaga is a transshipment container and Ro-Ro terminal in Málaga fully developed during the greenfield project. Terminal characteristics include total surface of 36.6 Ha, 13,680 TEUs and 4,000 vehicles capability, a 723 meter container vessel berth line, 175 meter Ro-Ro berth line, a 16 meter draft, 5 Super Post Panamax STS cranes (>12,000 TEUs vessels), 12 RTG, and a 25 yard tractors. Muelle Costa Due to higher volumes than expected in Valencia, Noatum is considering the development of “Muelle Costa” to extend capacity gain ability to accommodate ongoing increasing volumes. The project aims to upgrade the current Ro-Ro facility to a fully automated container terminal with the latest automation technology (Parallel ASC Layout--up to 18 blocks--QC OCR, ALV, Auto gate and gate OCR). The automated area will be able to handle up to 1 million TEU, while the non-automated area will be enhanced through RTG electrification, pool double cycling ITV, QC OCR, and will increase its current capacity by an additional 1m TEUs. The project is estimated to cost €300M. Planning, Design & Construction of Capital Projects Maher’s experience in the planning, design, construction and management of capital improvement projects at marine terminal facilities is reflected in the history of both of its terminals. Port Elizabeth Redevelopment The redevelopment effort involved with the 450-acre Port Elizabeth facility is likely one of the largest and most complex marine terminal construction projects ever undertaken in North America. This project, which took over 5 years to complete, was made even more complex by the need to coordinate construction around the operating requirements of existing business levels in its current split terminal operation as well as 66% volume growth over the redevelopment timeframe.

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NJ terminal prior to redevelopment NJ Terminal after redevelopment

Maher Engineering assumed the role of overall project management for this redevelopment effort. Engineering design and construction inspection services were hired on a consulting basis to assist in this project under the supervision of Maher Engineering personnel. All specification development as well as contract bidding and construction management was managed by Maher Engineering personnel. Maher Engineering in conjunction with Maher Accounting personnel managed all financial/budget control for the project. The scope of the project was significant and included the following elements: Demolition of all existing buildings with asbestos abatement Removal of underground storage tanks Construction of a king pile supported sheet pile system with rock sockets to accommodate

deepening of over 5,000 feet of wharf to 50-foot water depth Installation and/or upgrading of over 6,000 feet of crane rail for new cranes, including a 78

degree crane rail curve between berthing areas New high capacity asphalt paving system covering over 335 acres for straddle carrier

operations, including a new drainage system with 1% grade New underground electrical infrastructure and utilities New 26 kV main substation and 2 x 13.2 kV satellite substations to support new electric

cranes, field lighting, reefer containers, buildings and other infrastructure New cable reel electric infrastructure to support 9 new and 21 future cranes Over 300 acres of new high mast field lighting designed to minimize the number of light

towers while providing adequate lighting to meet OSHA requirements 1,200 grounded reefer plugs with innovative design elements for a straddle operation A new 75,000 square foot state of the art engineering, crane, straddle, power equipment, and

facility maintenance complex Three (3) new marine buildings to support stevedoring operations equipped with cab elevated

straddle carrier “sky bridges” to permit efficient access to labor break areas A new, highly automated 50 lane entry/exit complex incorporating the latest in OCR, digital

inspection imaging, weigh-in-motion scaling and other technologies to support future daily gate volumes of 13,500 trucks

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New fiber-optic communications infrastructure throughout the entire facility to support all voice, data and wireless communications

Total construction cost for the project (including planning, engineering, and construction inspection) was over $250 million. From a project management perspective, Maher was able to achieve project support costs (planning, engineering, construction inspection) of 5.3% of total net construction costs, which is a favorable result compared to how this type of construction effort is typically managed. Additionally, Maher was able to achieve final construction costs (inclusive of scope changes, field conditions, cost escalations and design errors) which were less than 10% higher than contracted costs, which indicates a very effective project management structure for this redevelopment project. Maher Engineering also developed technical specifications for new crane, straddle and equipment procurement as well as performing the contract and project management, including on-site inspections for the procurement of 15 container cranes, 170 straddle carriers, empty transport trailer systems and other terminal operating equipment. Prince Rupert Redevelopment Most recently, Maher was involved in the redevelopment of the Fairview Terminal in Prince Rupert, BC from an old break and dry bulk terminal into a highly efficient marine-rail intermodal transfer facility. Although the overall project management role for the project was assumed by the Prince Rupert Port Authority, Maher was actively involved in the physical planning, design criteria development, engineering design review and construction monitoring to ensure that the facilities being developed met Maher's operational and schedule needs. Fairview terminal prior to redevelopment Fairview terminal post redevelopment

The scope of the project where Maher played a significant role included the following elements: Construction of a pile supported wharf extension to accommodate a 1,200 foot wharf with 55

feet of water depth New cable reel electric infrastructure to support 4 new cranes Construction of a new 69 kV power line to the terminal to support new electric cranes, field

lighting, reefer containers, buildings and other infrastructure A new 20,000 liter fuelling facility for all power equipment

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A new 20,000 square foot maintenance complex for crane, reach stacker, and power equipment maintenance as well as longshore break rooms

A new 5,000 square foot administration building to support Maher’s management and union office personnel as well as local IT infrastructure

New fiber-optic communications infrastructure throughout the entire facility to support all voice, data and wireless communications

Maher Engineering also developed technical specifications for new crane, reach stacker and equipment procurement as well as performing the contract and project management, including on-site inspections for the procurement of 3 ship-to-shore cranes, 15 reach stackers, and other terminal operating equipment.

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PART 2 – DETAILED PROPOSAL Business Plan Executive Summary Virginia Port Partners has been formed with the goal of becoming the partner of choice for the VPA and the Commonwealth. VPP will bring local management and employees with accountability and support from two world class operators that can assist the Commonwealth and VPA in achieving its stated mission from the 2040 Master Plan to “…leverage opportunities from maritime commerce for the benefit of Virginia.” The Consortium has identified several top priorities for The Port of Virginia to add and enhance value including: Creating a long-term and strategic partnership with the VPA via an on the ground

management team and an experienced Board, supported by long term capital

Growing the Port by increasing market share and maximizing volumes through providing an integrated cargo handling and transportation service that covers the entire logistics chain

Capitalizing on hinterland connectivity and expanding the Virginia economy by creating a leading transport corridor into the United States

Achieving operational and financial best practices with risk transfer while reducing the VPA’s reliance on subsidies and promoting best labor practices

Positioning the VPA for future growth through modernization and expansion projects of non container and container cargoes. Future port capital improvements and the potential purchase of the APMT terminal will be executed if available/feasible

The Proposer Team will support VPP in its mission to establish the Port as the leading ocean container terminal complex in the Mid-Atlantic region by increasing cargo volumes through the Port in partnership with the Commonwealth and VPA. VPP will focus on bringing capital and expertise to the operations, capital plan execution, customer growth and the prudent financial support necessary to accelerate the Commonwealth’s long-term goals of creating the leading container and bulk port in the Mid-Atlantic, promoting job growth and stimulating economic activity. As part of these goals, VPP will develop a long-term and strategic partnership with VPA A new institutional framework with clear accountability: moving towards a

landlord/concessionaire structure, a model that we have experience with and witnessed working well in other major ports

VPA would continue to have a strategic interest in the port facilities: overseeing and managing the port estate as well as promoting general economic development and all cargo volume growth

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Alignment of interests through future profit sharing allowing the Commonwealth to benefit

directly from the success of the port facilities

Local management team and experienced Board to interface with the port community The Proposer Team has the experience to fulfill the Commonwealth’s objective to establish the Port as the first choice for discretionary cargo bound for the Midwest. There is significant competition for cargo headed to the Midwest. VPP will be focused on strategies that will enhance the product offering for shippers, shipping lines, and increase efficiency for those who use the port to complete delivery into the Midwest. Our group has experience across all aspects of the supply chain and all forms of transportation. We will utilize this experience when implementing our operational, commercial and growth plans to increase the overall impact and effectiveness. It is easy to talk about the implementation of best practices that promote operations that are eco-friendly, efficient, and cost effective but accomplishing those goals can be hard or costly without experience. The team supporting VPP has won numerous awards across their operations, achieved industry leading certifications and demonstrated higher efficiency at a lower cost. This will translate into increased success at the Port of Virginia for many important stakeholders that rely on these goals for their success and well being. Our proposal contemplates making significant capital investments in Authority facilities. We believe in the growth potential that VPP can develop having only Virginia in mind. VPP will have no competing priorities in the foreseeable future with other investments in the US, let alone the East Coast. Furthermore, VPP will be backed by institutional investors who have a growing appetite to invest in infrastructure, particularly in the US. Our plan contemplates total investment of over $3 billion in today’s dollars. These investments will be part of the total assets in the concession and be turned over to the state per the final concession agreement. The impact of the investment in expanding the port and increasing the growth to serve a larger portion of the market will foster economic growth in the Commonwealth and the communities that currently support the Port. This includes vitally important construction jobs, ongoing positions at the Port and all of the growth beyond the gate in the logistics chain. We believe our focus on the logistics chain and our ability to bring capital to industrial real estate will further provide jobs in the distribution centers including construction, operations and transportation. The corporate headquarters for VPP will be in Virginia adding to the jobs and skill base contributed to the local economy and the tax base of the Commonwealth and its political subdivisions. In addition to bringing many high paying headquarters jobs to the region, the company will have to pay all other applicable state and local taxes. Concession Structure VPP will be created as a new company based in Virginia. Noatum and Maher expect to provide significant support to VPP in the early years while VPP adds local management, transitions some or all of the operations currently performed by VIT, transitions employees or hires new

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employees as appropriate and creates/shares back office systems and other corporate functions. The scope and scale of VPP will depend on the concession option ultimately executed. IIF has significant experience in “lift out” investments having done this in 3 out of the 9 investments including in sourcing over 1200 employees at ENW. We currently propose two different alternatives, one option where APMT is excluded from the concession and one option where it is purchased and integrated as part of the transaction. This proposal focuses on the option excluding the purchase of APMT. There may be some additional adjustments to these two options as diligence continues and more information is shared with us. Concession Excludes APMT Leave current APM lease agreement intact and continue operations through VIT. VPP will work with VIT to create operational synergies (IT, back office) and overall coordination. Marketing for the entire port would be handled by VPP in partnership with VPA. VPA would execute a concession for the remaining terminals to VPP, involving full business and operational control. VPP’s long-term capacity expansion plans would focus on Craney Island instead of Phase II of the APMT terminal. Financial Goals Financial aims are consistent with the Alternative Conceptual Proposal, dated August 13, 2012, and it is our intention to:

Engage local management team and experienced Board to interface with port community Invest high impact equity upfront for proposed APMT acquisition, Port transformation and

related infrastructure improvements Provide fixed payments satisfying and exceeding VPA’s requirements as contemplated in

developing the “Minimum Payment Curve” Alleviate the financial burden on the Commonwealth Port Fund Generate substantial earnings to be shared with VPA, and Fund significant future Port capital requirements and related improvements

Our Financial Plan capitalizes on all the value drivers of the VPA partnership, while avoiding P3 value destructive aspects. The consortium’s large scale and depth of experience will enable it to maximize operating efficiencies, expand market penetration, offer superior client services, and build the premier port on the eastern seaboard with a non-aligned operator. The Concession Value will be enhanced significantly by capitalizing on innovative finance approaches, and like the Best Practices to be employed in operations, development and sustainability, so will finance focus on the “Conservation of Value” and maximizing performance through optimal use of capital intensive resources.

Lease Agreement

IIF RREEF

Concession and Lease Agreements

Virginia Port Partners(“Concessionaire”)

Virginia Port Authority / Virginia International

Terminals(“Owner”)

Norfolk International TerminalsPortsmouth Marine Terminals

Newport News TerminalVirginia Inland Port

(“Port Assets”)

APM Terminal

Support Agreement (Maher)

100% Equity

Support Agreement(Noatum)

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Defeasance of outstanding debt is costly with no meaningful risk shift. VPA’s trapped intangible value for land, use rights and goodwill can be monetized at low cost to fund other critical needs, thereby maximizing overall value.

With or without APMT, VPP’s approach to financing capital improvements will be similar to

its focused and performance based marketing and development plan, where all capital sources are considered for the long term good of VPA and the Region. We plan to utilize TIFIA loans like the Port of Long Beach has recently and other attractive capital sources for the development for future expansionary needs.

Declaration of Proposer’s Intent Regarding a Comprehensive Agreement The Proposer declares its intent to negotiate, execute and deliver a Comprehensive Agreement, if recommended by the Commonwealth and designated by the Authority's Board as a Preferred Proposer pursuant to ITP dated November 19, 2012. Detailed Operation & Maintenance Plan Noatum has proven experience achieving internationally competitive standards of operations at its container terminals. In each of its locations we recognize that properly maintained equipment is vital to support high performing operations. Preventive and condition based maintenance ensures high operational reliability and the lowest operating cost in the long run. Noatum has developed a close working relationship with key equipment suppliers and will focus on knowledge sharing by bringing terminal managers and operations staff together in periodic meetings, with the purpose of developing a “best practice” approach as well as to generate “synergies”. Further actions to improve productivity and maintenance/operations may include: Spend mapping of main goods/services related to Maintenance & Repair and facility

management Unification and standardization of spares Establishing a common data base for procurement of spares and consumables Framework agreements with international suppliers/vendors of critical spare parts, notably

with high costs and/or rotation (industrial tyres, steel wire ropes, etc…) Alignment of procurement policy and initiatives with M&R criteria Implementation of stock management software and optimization of stock keeping Modelling and asset management, considering equipment life cycles and operational cycles Preventive maintenance schemes and predictive maintenance using latest technologies

(tomography, analysis of vibration, used oil tests, etc) Noatum is constantly monitoring and improving its operations, following a best-in-class approach to active operational management by paying close attention to key performance indicators (KPIs). In this context, the following KPIs are predominantly used by the group: Fixed and variable cost per unit handled Gross crane productivity Berth productivity Vessel productivity

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Shift utilization (hours of effective work per shift) Berth occupancy Crane and Yard utilization Crane and RTG/straddle carrier availability (100% less percentage breakdown time) Truck turn around time Average container dwell time Noatum monitors these indicators on a weekly basis, and has developed a proprietary management information system use, which could be adapted to best reflect Port of Virginia operations and needs. Implementation and compliance with these best operational practices is critical to ensure a complete customer satisfaction and maintain cost efficient operations to support the Port of Virginia’s competiveness. Noatum is also fully experienced in Ro-Ro and reefer operations as well as on the complete scope of break bulk (grain, steel, paper, general cargo, high & heavy and project cargo). Autoterminal’s main customer is Nissan and therefore we are very familiar with their operational standard and requirements. Lastly, Noatum also benefits from the resources and expertise of JPMorgan GRA globally (real estate, development and engineering), as well as knowledge and best practice transfer from other JPMorgan IIG assets and executives. As reference shareholder, IIF works with its portfolio companies to develop robust and transparent environmental policies and procedures to address relative best practices within the broader industry. Achieving the Concession Objectives IIF and its affiliates have a proven track record in managing assets in accordance with concession or license obligations, including environmental regulations, and dealing effectively and co-operatively with Governments, regulatory, industry and customer groups. For example, all Noatum terminals comply with: National and European legislation relating to environmental issues, and have the relevant

permits and monitoring procedures in place. The terminals have also been certified according to ISO 14001.

The relevant Health and Safety (H&S) legislation as a minimum standard and monitor safety incidents on an ongoing basis, which are reported directly to board level, thereby demonstrating full commitment to Health & Safety on all levels of the Noatum group but also of its shareholders. In addition, an H&S committee, chaired by the Human Resources manager and representatives of management and staff, has been set up at each terminal.

IIF is committed to being a responsible investor investing into sustainable businesses, with a particular focus on conducting business in an ethical way and in the interest of the wider communities our investments serve, as well as being good community citizens. All IIF investments have adopted a best practice approach in the practical implementation of decision making throughout each organization. Wherever possible, our businesses seek to grow both profitably and sustainably by investing in opportunities where products and services work to benefit both local communities and the environment.

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IIF and its supporting team are committed to work with the Commonwealth to transform and develop the Port as the leading ocean container terminal complex on the US East Coast: Noatum and Maher will support VPP’s senior management team and preserve the operational

independence of the business; At the Board and shareholder level, VPP and its shareholders will bring their experience and

ensure management continues to work effectively with customers, local communities, governments and regulatory bodies.; and

VPP, its shareholders and Noatum will support management in successfully implementing identified expansion opportunities and will explore additional strategic growth opportunities.

At the core of VPP’s future approach will be suitable choice, well planned implementation and efficient operation of the container terminal operating system (TOS). Due to the roll-out of its TOS since 2003, Noatum is highly experienced with TOS implementations at operational terminals, as well as new-built terminals such as NCTM in Malaga, leverage the involvement of experienced Super-Users, Portfolio Managers, and users that already have been involved in such type of system roll-out process to achieve maximum productivity improvements. Noatum has also successfully introduced labor incentive schemes. These are not limited to achieving higher productivity, but also to a reduction in maintenance and repair costs due to professional and correct handling of equipment and safety improvements. Marketing Plan  

In the years ahead, Noatum and Maher will capitalize on its geographic reach, efficient operations and customer relations to assist VPP to develop the Port of Virginia. Noatum has currently no presence in North America and thus no potential conflict of interests in developing the Port as the leading ocean container terminal complex in the mid-Atlantic. Our commitment to excellence, service delivery and operating efficiency are an essential attribute to our brand. The Port will benefit from the Noatum platform and from Maher, who with their talented and energetic people will further strengthen the position of the Port of Virginia and stimulate traffic growth. In order to grow market presence, we will also work closely with shipping lines and cargo owners to make Hampton Roads the preferred port of call, drawing from Noatum's and Maher’s insights into the international cargo flows and contacts within the industry, but more importantly from the breadth of experience across the executive management teams. Our relatively flat corporate structure and focus will ensure the direct attention of senior management and executives of both Noatum and Maher, together with the strong support of Noatum's shareholders. Market share and volume development The Proposer Team considers there to be both external and internal factors that influence a shipping line’s decision regarding a direct port call. The table below specifies the critical components and criteria that a port must possess if it is to be deemed to be a viable direct port of call and develop its market share and volume. VPP looks to understand and address such factors in developing the Port of Virginia.

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Drivers of Gateway Port Choice

Port Drivers Market Drivers Business Drivers

Berth productivity

Landside productivity

Marine capability of port (draft, air draft, quay length, etc)

Landside facilities (cranes, yard system, gate)

Location to key trade lanes

Road/rail connections

Terminal type (dedicated, multipurpose)

Price (marine services and terminal charges)

Availability and price of ancillary services (storage)

Ownership of terminal

Economic outlook for the region

Modal conversion

Ease and cost of access to hinterland markets

Size of market accessible by road/rail/barge

Proximity to distribution and industrial centres

Proximity to major cargo owners and their specific requirements

Carrier investment in terminal(s)

Berthing window requirements

Vessel size/type

Number of services serving the market

Service frequency

Stand-alone, alliance, partnership or slot charter operation

Terminal use agreements with alliance partners

Trade lanes served and direct port pairings offered

Market share

Market growth aspirations

Competition

It will be essential to build on in-depth market studies of the current and potential carriers, their vessel deployment plans, alliance characteristics, network, and cargo mix in order to formulate a commercial marketing strategy for the terminal and plans for each customer (carrier, major shipper & forwarder, rail and major truck operators). The world’s modern container terminals should be capable of handling the latest vessels in service and on order. With the Panama Canal expansion, this is critical for Port of Virginia with future and current customers, such as Maersk Line, CMA CGM, MSC, APL or Evergreen that will be significantly increasing their fleet of 12,000+ TEU vessels. These large vessels and their operational demands will emphasise the increasingly important requirement for ongoing development and investment in deep water capacity and port efficiencies/capabilities. Strategic challenges that will need to be addressed are: Higher volumes loaded and unloaded require greater storage space at port and/or efficient

handling solutions at the container yard; High quality infrastructure is needed such as marine access, larger cranes, deeper water and

superior productivity; Ease of cargo movement to hinterland markets (i.e. exceptional road/rail and feeder

waterway opportunities); Ability of third parties to handle high volumes (e.g. customs and government agencies,

logistics suppliers, agents, etc.); and Vessels need to be full in order to benefit from economies of scale, but there is a need to

utilise ports where the best operating efficiencies are gained. The correct port choices need to be made (i.e. ports which will fill the ships, have good access to markets and deliver higher productivity).

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Supply chains are being redesigned to support new geographic patterns of production, distribution and consumption, leading to larger multidirectional flows. Notably, the development of shale gas could increase the level of in-sourcing or transfer of manufacturing back to the US. A shipping line will also evaluate the ease of access from a port or terminal to the main hinterland markets within a country or region. Carriers will predominantly assess the quality of the road and rail infrastructure within the port or terminal boundary and the ease of which it connects to the national or regional transport network. For example, if a port or terminal does not have a rail head on-site which connects to the national rail network this will incur extra transport costs moving containers to the nearest rail hub. In the case of the road network, it is important that the surrounding network has sufficient capacity to be able to sustain the level of freight moving through the port or terminal with minimal congestion. It has also become apparent that the rail product to the Midwest has been a success and this must continue to be promoted both with not only shipping lines and forwarders but also with the importers and exporters. This strategy should also be applied to importers and exporters to all other relevant states. We see a combination of larger vessels and a long-term cooperation model on rail transport solutions to provide a comprehensive solution for transportation door-to-door. Careful attention must be paid to the costs and efficiency of the terminal and its operations in order to provide customers with cost competitive transportation solutions and maintain the port’s market leading position. Process innovation (OCR automated gate systems, autostraddle, etc.) and other innovations such as paperless and automated gate systems, tried and tested in many other markets should be evaluated. It will also be important to ensure that Customs and border/veterinary/other inspections take place as close as possible to the container terminal, in order to ensure the terminal’s privileged position in the market and at providing good customer service. Attracting new shipping lines, routes and goods owner customers Given the very material investment VPP proposes to make for a concession, VPP would be highly committed to increasing traffic, notably though leveraging the South-North cargo flows. VPP intends to conduct a careful analysis of the carriers supporting the markets served today by Port. The key objective of such analysis is to analyze the relationships with the chain network: (i) port and shipping line and (ii) port and cargo owner. Fundamentally, from a shipping line’s perspective the port is an infrastructure resource, and its use is defined as an operational cost, implying that lines will try to keep their time at berth to an absolute minimum. Whilst a line is free to call at any port with the necessary capacity, there are important elements of their operations, such as reliability and convenience among others, that may cause it to bundle their calls at one port and keep them there, sometimes irrespective of cost differentials. Reliability is an essential quality in the port-shipping line relationship: ports need to know that vessels will arrive as scheduled in order to minimise the risk of disrupting the operations of other clients; similarly, lines need to have confidence that their vessels will find an available berth and that their cargo will be unloaded efficiently. A robust perception of reliability can be achieved through a solid track record and a modicum of trust from the respective management teams.

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The interaction between ports and cargo owners is typically bridged by the operation of shipping lines in their role as resource for the cargo owner and client to the port. However, the cargo owner still has a substantial interaction with the ports, making direct use of their services or shaping their operations due to specific attributes of ports within their supply chain. The relationship between cargo owners and ports ranges from the very tenuous (e.g. non-time sensitive cargo owners using a logistics provider where cargo is unloaded at the port with no further interaction); to well integrated operations, as is the case with large retailers or manufacturers that locate their distribution centres, and thus shape their internal distribution networks, incorporating the storage and processing services of a port as well as benefiting from their location in relation to final markets. From the perspective of the port, cargo owners normally fall into three categories: captive, “pushers”, and “takers”, with most cargo owners falling into this category. Furthermore, within these organizations, staff managing one of those relationships (shipping line and cargo owner) will seldom work in coordination with the managers of the other. VPP looks to bridge such gaps. VPP intends to carry out on a regular basis, a thorough analysis of the cargo owners, origins and destinations inside Virginia and its neighbouring states, as well as into other growth areas such as the Midwest and I-85 Corridor. A mapping of these customers and cargo flows will be a crucial step in establishing commercial connections which in turn will likely generate opportunities to work on new services or different ways for the shippers to organise their logistics chain. Historically, trucks have been the preferred mode of transporting containerized goods inland from North American ports; rail was the means by which commodities flowed outward. However, volatile fuel prices, shortages of qualified truck drivers, highway traffic congestion and the speed and reliability of rail have increased its appeal as an inland transport option. The primary consideration for retailers and manufacturers is no longer solely the cost of shipping. Retailers and manufacturers are remaking their entire supply chains, looking for hidden opportunity in the more than 3,000 US intermodal facilities. Many retailers are spending almost as much capital on new distribution centers and logistics technology as they are in new store openings. For example, Ashley furniture, frustrated with freight delays in Chicago and seeing the export opportunities developing along the Mid-Atlantic and Southeast coast, has announced it will build a 3.3 million square foot manufacturing and warehouse facility in North Carolina. This ongoing need for the efficient movement of goods and materials from ports to their final destinations highlights the importance of connectivity, notably between port complex and industrial real estate/logistic solutions. Another example of this might be the use of railway instead of road, to consolidate goods for retail or agricultural products exporters in inland intermodal platforms or near the Port, and then transfer them to the Port, establishing the Port as the logistics hub for U.S. exports. Working in close cooperation with key stakeholders such as the Port Authority, city authorities and chambers of commerce, joint approaches can be made to shippers to attract new importers and distributors to Virginia or the Port area, thus attracting new volumes. Given Noatum’s network and forwarding and logistics support network in China, India and Europe, it appears likely that companies in those countries can be encouraged to consider Virginia as an attractive place to establish a regional distribution centre focussing on full container load imports and onward product distribution to retail.

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Finally, in-depth market and competitor analysis will also determine the growth areas which might present opportunities for the Port’s to expand its hinterland or catchment area. Noatum has a built-in capacity to leverage and sell across its extensive platform, notably through Marmedsa’s insights, into the international cargo flows and its contacts within the industry. Commercial Strategy A thorough understanding of the clients’ needs will enable the VPP executive team to (i) cultivate the main factors influencing the relationships between the port and cargo owners, and (ii) provide guidance on new services that VPP may offer to cargo owners and shipping lines, thereby securing the actual volume and gaining market recognition of a terminal provider that meets its customers’ needs in a very proactive way. VPP’s commercial strategy will be structured into six essential elements or axes:

Marketing strategies that have resulted in volume growth Working closely together with port authorities and regional government agencies, our executive teams have promoted the port facilities under their leadership to businessmen, corporations, governments and global shippers across the world. They have been speakers at conferences and are regularly asked for opinions on matters affecting the industry in their capacity as opinion leaders. As an illustration, NCT Bilbao (NCTB) runs a 1.0M TEU facility in the port of Bilbao, which is 98% dedicated to local cargo and with very limited growth opportunities from transhipment or relay traffic. As the regional market is already captured, the only possibility for non-organic growth is via hinterland expansion and opening new markets. Working hand in hand with the key short sea shipping customers, and cooperating with the port authority and rail operators, NCTB is assisting in the growth of new markets resulting in growth in excess of 30% year on year in the short sea shipping business.

Commercialstrategy

Marketing to cargo owners

Development of the port’s access to markets (time for delivery by transport chain)

Improvement of customs clearance procedures

Understanding of the impact of storage rates

Creation of value add services

Marketing to shipping lines

Review of terminal’s handling charges Focus on productivity and operational

requirements, reliability, service priorities and marine access

Development of port logistics

Integrated distribution, warehousing, and manufacturing centers

Networking development

Focus on networking opportunities, trade development and port promotion strategic initiatives

Involve local authorities with key trading and potential partners across different sectors and countries

Profiling

Development of strategic plans relating to the growth of new trade sectors or complementary industry cluster opportunities

Promotion

Selection of effective media (publications, conferences)

Local relationship marketing (further contribute to the local port community)

Virginia Port Partners

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Noatum has also invested in cold-store facilities and specialized handling machinery, extended rail terminal opening hours, and provided a dedicated gate and flexible operations, thus meeting the demands of short-sea versus deep-sea carriers. With dedicated personnel and out of the box thinking, there are more cargoes ready to convert to containerized transportation for relatively short distances. Although different procedures and approaches are required for different traffic segments, customers are willing to consider alternatives to even long-running and reliable logistics arrangements. Every year hundreds of thousands of trucks transport perishable goods from southern Spain to the UK and northern Europe entirely overland by road. The carriers and NCTB are collaborating in receiving ambient and chilled goods from ordinary road trucks at NCTB’s specialized warehouses and are cross-docking the palletized cargoes from the truck to the containers, which are subsequently shipped to various British and European ports where the goods are unloaded and delivered as containerized cargo to large regional distribution centres. This “green” transportation system is enjoying great success in bringing volumes to the port, terminal and carrier and has been at the centre of the 10-year cooperation agreement with a key customer. To further facilitate volume growth and the integration of the cargo within the supply chain, Noatum has acquired together with the Port Authority of Bilbao a stake in the rail terminal in Jundiz, located about 80km from the port of Bilbao. Through this initiative, cargo owners and manufacturers will be able to maximize/optimise their fleet and carbon footprint by leaving cargo at the rail terminal before then being railed to the terminal. Detailed Capital Investment Plan Virginia Port Partners intends to perform all maintenance improvements to the Port over the life of the concession. Consistent with standard practices within the industry, VPP will be responsible for maintenance and repairs of all existing superstructures and equipment while the VPA retains responsibility for the basic infrastructure investment. All of the new equipment and facilities acquired by VPP would become property of the Commonwealth at the end of the Concession. At this point, VPP used the updated Master Plan to 2040 from the P3 VPA Information Memorandum (section 11), which outlines projected annual investments per terminal. We have made some assumptions on equipment replacement based on our industry experience. Detailed forecasting, however, can only be completed on the full VPA portfolio once we have access to the current and detailed asset registry and capital management plan, together with some on-site inspections. In relation to VPA's infrastructure investment requirements, we have assumed that the following projects will be funded by the VPA.

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While the Port has the capacity to continue improving its traffic volumes from post 2008/2009 levels, the impact of the Panama Canal expansion coupled with the Port’s natural advantages, will likely lead to new capacity expansion in the future. The Port has a number of options for new capacity development. Our preliminary analysis, which remain subject to overall development of the market and business growth suggest the reconfiguration of NIT in the short-term (layout improvements, yard densification, automated gate, gate OCR, autostrade, etc.) and the development of CIMT in the medium-to-long-term represent the most cost effective solutions.

We envision the Port as a long-term option for both container and conventional cargo growth, and the available capacity must remain abreast with cargo development. Expansion opportunities at NIT, NNMT and PMT will be evaluated and planned based on the overall development of the market and business growth. Similarly, the VIP facility and future capacity needs as an ICTF hub will be reviewed and a plan put in place to maximize the flow of intermodal traffic through the Commonwealth. We believe that optimizing the equipment within the respective facilities and implementing smart port projects (autostrade, vehicle booking system, OCR system or quay crane, DGPS positioning, smart ITV pooling...) will also incrementally increase the overall handling capacity and capacity to handle long-term cargo growth, as well as enhancing full intermodability.

TERMINAL PROJECT DESCRIPTION

VPA Small Capital & Maintenance Dredging

CIMT Fuel Line relocation

CIMT Mitigation through SE Cell

CIMT SE Cell

CIMT USACE SE Cell & Mitigation Share

CIMT NE Cell

CIMT USACE NE Cell & Mitigation Share

CIMT NE Ground Improvements & Fill

CIMT NE Move Surcharge

CIMT Road & Raid Right of Way & Relocations

CIMT CIRRC Road Construction

CIMT CIRRC Rail Construction

APMT II NIT expansion PMT build out CraneyCapex / TEU ($) 243 196 238 227

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Financial Plan A summary of VPP’s value through capital contribution and total payments and the capital provided to Virginia, which totals $8.3 billion over the life of the concession, is provided below.

Sources and Uses IIF will act as the principal investor through VPP for the proposed 48-year concession period. In addition, VPP would also seek to obtain a reasonable amount of debt financing to balance its equity investment and achieve an optimal risk adjusted return for the concession. Virginia Port Partners will need the Commonwealth’s assistance and support in obtaining such financing. Specific requirements will be determined upon finalizing the ultimate concession structure. Below is a Sources and Uses schedule representing VPP’s plan to leave the current APMT lease agreement intact under VIT’s operation.

The Sources and Uses schedule identifies $405 million of required capital to effect the proposed transaction. This requirement is driven by the upfront concession fee of $400 million to the VPA, as well as $5 million of transaction expenses. Based on the indicated capital requirement, IIF will provide 100% equity funding for the upfront concession fee.

In exchange for the Concession, VPP would pay to the VPA substantial monetary consideration as illustrated in the table below. The concession fee and fixed concession payments set forth satisfy and exceed the minimum financial requirements and are included in the Fixed Concession Payments for cash defeasance as set forth in Appendix 1 of the Instructions to Proposers dated November 19, 2012.

Sources $000 Uses $000IIF Equity 405,000 Upfront Cash Defeasance 361,548

Cash to the VPA 38,452Transaction Costs 5,000

Total Sources 405,000 Total Uses 405,000

VPP Proposal - APMT Lease

Concession Fee (Used for Defeasance) $400 $400Fixed Concession Payments $5,699 $2,331Total Concession Payments $6,099 $2,731

Capital Investment (VPP Funded) $3,488 $1,084Capital Investment (VPA Funded) ($1,332) ($695)

Ownership of APMTVA $- $-Total Value to VPA $8,256 $3,120

Term: 48 year concession periodTotal

$ in millionsNPV (@5%) $ in millions

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The details of the proposed payments are as follows:

1. An upfront concession fee, funded entirely with equity, paid on April 1, 2013, in the amount of $400 million (the "Concession Fee"), which Proposer assumes will be used by the VPA to defease the Authority’s Terminal Revenue Bonds and “MELP” debt as stipulated in Appendix 1 of the Instructions to Proposers dated November 19, 2012. Anything in excess of the cost will be retained by the VPA.

2. Concession payments (the "Fixed Concession Payments") to meet the VPA’s financial obligations which include operating expenses, pension liabilities and debt service costs. The payments also include a reimbursement to the VPA for the payment of the base rent and other amounts due under the Deed of Facilities Lease Agreement dated July 6, 2010 (the "APMT Lease") between the VPA and APM Terminals Virginia, Inc. ("APMT"), relating to the APMT Virginia Terminal located in Portsmouth (the "APM Terminal"); the Proposal assumes that the Rent Reimbursement Payment is (i) payable throughout the term of the APMT Lease and is not renewed in 2030. VIT’s operating costs will be paid for by VPP according to the negotiated concession.

3. VPP will also commit to fund capital expenditures ("Capital Investment") within the Port. This will include the construction of Craney Island Marine Terminal. The details of the Capital Investment Plan are provided in the Capital Investment Plan.

VPP confirms that it has not assumed access to federal funding or federal programs, except that, consistent with the Port of Virginia Information Memorandum dated August 13, 2012, the VPA will receive $425.5 million of federal funding through the U.S. Army Corp of Engineers for the development of Craney Island Marine Terminal.

 

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APPENDIX 4

CERTIFICATION REGARDING DEBARMENT

The undersigned member of the Proposer Team certifies on behalf of itself and Noatum that, to the best of its knowledge and belief, each such entity and its principals:

(a) are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions pursuant to an established debarment procedure by any public body, agency of another state or agency of the federal government, including debarment due to contravention of legal or safety regulations;

(b) have not within a three (3)-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction, violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

(c) are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state or local) with commission of any of the offenses enumerated in paragraph (b) of this certification;

(d) have not within a three (3)-year period preceding this application/proposal had one (1) or more public transactions (federal, state or local) terminated for cause or default; and

(e) have not within the past ten (10) years been convicted of a crime related to governmental or nongovernmental contracting, including, but not limited to, a violation of (i) Article 6 (Section 2.2-4367 et seq.) of Chapter 43 (Virginia Public Procurement Act), (ii) the Virginia Governmental Frauds Act (Section 18.2-498.1 et seq.), (iii) Chapter 4.2 (Section 59.1-68.6 et seq.) of Title 59.1, or (iv) any substantially similar law of the United States or another state.

Where the undersigned is unable to certify to any of the statements in this certification, it will attach a certification to its Detailed Proposal stating that it is unable to provide the certification and explaining the reasons for such inability. For any explanation noted, indicate below to whom it applies, initiating agency, and dates of action. Providing false information may result in federal criminal prosecution or administration sanctions. The undersigned will provide immediate written notice to the Virginia Secretary of Transportation and the Virginia Port Authority if at any time the undersigned learns that its certification was erroneous when submitted or has become erroneous by reason of change of circumstances. Capitalized terms used but not defined herein shall have their respective meanings set forth in Version 2 of those certain “Instructions to Proposers Relating to a Concession of the Port of Virginia,” dated as of November 19, 2012.

[Remainder of page intentionally left blank]

   

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The undersigned makes the foregoing statements to be filed with the Detailed Proposal submitted on behalf of the Proposer and all members of the Proposer Team.

Signature: Signature on File

Name: By Andrew F. Walters Title: Authorized Signatory Team Member: JPMorgan IIF Acquisitions LLC Date: December 3, 2012

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APPENDIX 4

CERTIFICATION REGARDING DEBARMENT

The undersigned Proposer Maher Terminals LLC certifies that, to the best of its knowledge and belief, Maher Terminals and its principals:

(f) are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions pursuant to an established debarment procedure by any public body, agency of another state or agency of the federal government, including debarment due to contravention of legal or safety regulations;

(g) have not within a three (3)-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction, violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

(h) are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state or local) with commission of any of the offenses enumerated in paragraph (b) of this certification;

(i) have not within a three (3)-year period preceding this application/proposal had one (1) or more public transactions (federal, state or local) terminated for cause or default; and

(j) have not within the past ten (10) years been convicted of a crime related to governmental or nongovernmental contracting, including, but not limited to, a violation of (i) Article 6 (Section 2.2-4367 et seq.) of Chapter 43 (Virginia Public Procurement Act), (ii) the Virginia Governmental Frauds Act (Section 18.2-498.1 et seq.), (iii) Chapter 4.2 (Section 59.1-68.6 et seq.) of Title 59.1, or (iv) any substantially similar law of the United States or another state.

Where the Proposer is unable to certify to any of the statements in this certification, it will attach a certification to its Detailed Proposal stating that it is unable to provide the certification and explaining the reasons for such inability. For any explanation noted, indicate below to whom it applies, initiating agency, and dates of action. Providing false information may result in federal criminal prosecution or administration sanctions. The Proposer will provide immediate written notice to the Virginia Secretary of Transportation and the Virginia Port Authority if at any time the Proposer learns that its certification was erroneous when submitted or has become erroneous by reason of change of circumstances. Capitalized terms used but not defined herein shall have their respective meanings set forth in Version 2 of those certain “Instructions to Proposers Relating to a Concession of the Port of Virginia,” dated as of November 19, 2012.

[Remainder of page intentionally left blank]

   

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The undersigned makes the foregoing statements to be filed with the Detailed Proposal submitted on behalf of the Proposer and all members of the Proposer Team.

Signature:

Signature on File

Name: Frans van Riemsdyk Title: Executive Vice President,

Corporate Development & Strategy

Signature:

Signature on File

Name: Jay R. Ruble Title: General Counsel & Corporate Secretary Proposer: Maher Terminals LLC Date: December 3, 2012

 

   

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APPENDIX 5

COMPLIANCE WITH LAW CERTIFICATION

The undersigned member of the Proposer Team certifies on behalf of itself and Noatum that, to the best of its knowledge and belief, no such entity or any of their respective officers, directors, employees, shareholders, partners or agents:

(a) is a Restricted Party or has received notice of or is aware of any proceeding, claim, action, suit, proceeding or investigation (Proceeding) against it concerning Sanctions;

(b) has within a three (3)-year period preceding this proposal been convicted of a criminal offense;

(c) is presently under indictment or otherwise charged by criminal information or warrant by a governmental entity (federal, state or local); or

(d) is otherwise in violation of applicable law or subject to any Proceeding where such violation or Proceeding would reasonably be likely to have a material adverse effect on the Proposer’s ability to participate in a concession of the Port.

Restricted Party means a person that is (a) listed on, or owned or controlled by a person listed on, or acting on behalf of a person listed on, any Sanctions List, (b) located in, incorporated under the laws of, or owned or controlled by, or acting on behalf of, a person located in or organized under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions or (c) otherwise a target of Sanctions (“target of Sanctions” signifying a person with whom a United States (US) person or other national of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities).

Sanctions means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by (a) the United States government, (b) the United Nations, (c) the European Union or its Member States, including, without limitation, the United Kingdom, or (d) the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the United States Department of State (the State Department), and Her Majesty’s Treasury (HMT) (together, the Sanctions Authorities).

Sanctions List means (a) any of the following lists maintained by OFAC, the State Department, the United States Department of the Treasury, the Bureau of Industry and Security of the United States Department of Commerce or HMT: the “Specially Designated Nationals and Blocked Persons” list, the Denied Persons List, the Unverified List, the Entity List, the Debarred List, the Consolidated List of Financial Sanctions Targets, and the Investment Ban List, (b) any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities, and (c) any other list of persons with whom the Commonwealth of Virginia may not conduct business under applicable law.

Where undersigned is unable to certify to any of the statements in this certification, it will attach a certification to its Detailed Proposal stating that it is unable to provide the certification and

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explaining with particularity reasons for such inability. In addition, the undersigned shall attach supporting documentation applicable to the inability to make the certification. For any explanation noted, indicate below to whom it applies, initiating agency, and dates of action. Providing false information may result in federal criminal prosecution or administration sanctions. The undersigned will provide immediate written notice to the Virginia Secretary of Transportation and the Virginia Port Authority if at any time the undersigned learns that its certification was erroneous when submitted or has become erroneous by reason of change of circumstances. Capitalized terms used but not defined herein shall have their respective meanings set forth in Version 2 of those certain “Instructions to Proposers Relating to a Concession of the Port of Virginia,” dated as of November 19, 2012.

The undersigned makes the foregoing statements to be filed with the Detailed Proposal submitted on behalf of the Proposer and all members of the Proposer Team.

Signature: Signature on File

Name: By Andrew F. Walters Title: Authorized Signatory Team Member: JPMorgan IIF Acquisitions LLC Date: December 3, 2012  

   

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APPENDIX 5

COMPLIANCE WITH LAW CERTIFICATION

The undersigned Proposer Maher Terminals certifies that, to the best of its knowledge and belief, none of Maher Terminals or any of its respective officers, directors, employees* (please see the attached Supplemental Certification), shareholders, partners or agents:

(e) is a Restricted Party or has received notice of or is aware of any proceeding, claim, action, suit, proceeding or investigation (Proceeding) against it concerning Sanctions;

(f) has within a three (3)-year period preceding this proposal been convicted of a criminal offense;

(g) is presently under indictment or otherwise charged by criminal information or warrant by a governmental entity (federal, state or local); or

(h) is otherwise in violation of applicable law or subject to any Proceeding where such violation or Proceeding would reasonably be likely to have a material adverse effect on the Proposer’s ability to participate in a concession of the Port.

Restricted Party means a person that is (a) listed on, or owned or controlled by a person listed on, or acting on behalf of a person listed on, any Sanctions List, (b) located in, incorporated under the laws of, or owned or controlled by, or acting on behalf of, a person located in or organized under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions or (c) otherwise a target of Sanctions (“target of Sanctions” signifying a person with whom a United States (US) person or other national of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities).

Sanctions means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by (a) the United States government, (b) the United Nations, (c) the European Union or its Member States, including, without limitation, the United Kingdom, or (d) the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the United States Department of State (the State Department), and Her Majesty’s Treasury (HMT) (together, the Sanctions Authorities).

Sanctions List means (a) any of the following lists maintained by OFAC, the State Department, the United States Department of the Treasury, the Bureau of Industry and Security of the United States Department of Commerce or HMT: the “Specially Designated Nationals and Blocked Persons” list, the Denied Persons List, the Unverified List, the Entity List, the Debarred List, the Consolidated List of Financial Sanctions Targets, and the Investment Ban List, (b) any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities, and (c) any other list of persons with whom the Commonwealth of Virginia may not conduct business under applicable law.

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Where the Proposer is unable to certify to any of the statements in this certification, it will attach a certification to its Detailed Proposal stating that it is unable to provide the certification and explaining with particularity reasons for such inability. In addition, the Proposer shall attach supporting documentation applicable to the inability to make the certification. For any explanation noted, indicate below to whom it applies, initiating agency, and dates of action. Providing false information may result in federal criminal prosecution or administration sanctions. The Proposer will provide immediate written notice to the Virginia Secretary of Transportation and the Virginia Port Authority if at any time the Proposer learns that its certification was erroneous when submitted or has become erroneous by reason of change of circumstances. Capitalized terms used but not defined herein shall have their respective meanings set forth in Version 2 of those certain “Instructions to Proposers Relating to a Concession of the Port of Virginia,” dated as of November 19, 2012.

The undersigned makes the foregoing statements to be filed with the Detailed Proposal submitted on behalf of the Proposer and all members of the Proposer Team.

Signature:

Signature on File

Name: Frans van Riemsdyk Title: Executive Vice President,

Corporate Development & Strategy

Signature:

Signature on File

Name: Jay R. Ruble Title: General Counsel & Corporate Secretary

Proposer: Maher Terminals LLC Date: December 3, 2012  

 

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APPENDIX 5

SUPPLEMENTAL CERTIFICATION OF MAHER TERMINALS LLC

Maher Terminals LLC (“Maher”) hereby supplements its Compliance With Law Certification as set forth herein:

Maher affirms its certification that none of its respective officers, directors, employees, shareholders, partners, or agents has been convicted of a criminal offense within the three (3) year period preceding the submission of the Detailed Proposal, provided that Maher’s certification regarding its employees is limited to management employees, and does not extend to longshore employees covered by an applicable collective bargaining agreement.

The undersigned makes the foregoing statements to be filed with the Detailed Proposal submitted on behalf of Proposer Maher Terminals LLC.

Signature:

Signature on File

Name: Frans van Riemsdyk Title: Executive Vice President,

Corporate Development & Strategy

Signature:

Signature on File

Name: Jay R. Ruble Title: General Counsel & Corporate Secretary

Proposer: Maher Terminals LLC Date: December 3, 2012  

 

 

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APPENDIX 6

OWNERSHIP CERTIFICATION

1. PROPOSER OWNERSHIP CERTIFICATION

Information concerning the Applicant

Name of the Applicant:

Virginia Port Partners, LLC (entity to be formed)

Business Address of the Applicant:

270 Park Avenue, 7th Floor, New York, New York 10017

Telephone: 212-648-2255 Fax: 212-648-2033 Email: andrew.f.walters@jpmorgan.com Name of Contact Person:

Andrew F. Walters

Legal Form of the Applicant:

Limited Liability Company anticipated

State of incorporation or organization of the Applicant:

Delaware anticipated

If not organized in Virginia, is the Applicant authorized to do business in Virginia?:

Yes, it will be

Please list the names and titles of all officers and directors of the Applicant (use additional sheet(s) if necessary):

The entity is in formation. It is expected that the officers and directors of the entity will include executives with substantial port experience, as well as local Virginia representatives.

Please list the name, business address and percentage interest of each Person (as defined in the Agreement) with a direct or indirect interest of ten (10) percent or greater in the capital stock, units, partnership or membership interests and other equity interests or securities of the Applicant (including options, warrants and other rights to acquire any such equity interests):

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Name and Address: Percentage Interest: JPMorgan IIF Acquisitions LLC 100% 270 Park Avenue 7th Floor New York, New York 10017

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2. OPERATOR OWNERSHIP CERTIFICATION (IF APPLICABLE)

Information concerning the Operator

Will the Operator be the Applicant?:

Yes, the Operator is expected to be either Virginia Port Partners or a Subsidiary

If no, will the Operator be a wholly-owned subsidiary of the Applicant (a “Subsidiary”)?:

If neither the Applicant nor a Subsidiary will be the Operator, please answer the following items regarding the Operator: Name of the Operator:

Business Address of the Operator:

Telephone: Fax: Email: Name of Contact Person: Legal Form of the Operator:

State of incorporation or organization of the Operator:

If not incorporated in Virginia, is the Operator authorized to do business in Virginia?:

Please list the names and titles of all officers and directors of the Operator (use additional sheet(s) if necessary):

Please list the name, business address and percentage interest of each Person with a direct or indirect interest of ten percent or greater in the capital stock, units, partnership or membership interests and other equity interests or securities of the Operator (including options, warrants and other rights to acquire any such equity interests):

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Information concerning the Operator (cont.)

Please provide the following on a separate sheet:

1. a brief description of the capitalization of the Operator.

2. a brief description of the experience of the Operator in operating comparable Port facilities.

3. a brief description of the material terms of the proposed agreement between the Concessionaire and the Operator that would reasonably be expected to impact the ability of the Concessionaire to comply with the terms of any Comprehensive Agreement.