FIFTHAmendment To Shareholders’Agreement February 5, 2013

FIFTH Amendment

To

Shareholders’ Agreement

February 5, 2013

WHEREAS, Macquarie Terminal Holdings LLC, a Delaware limited liability company (“MTH”), IMTT Holdings, Inc., a Delaware corporation (f/k/a/ Loving Enterprises, Inc.) (the “Company”), the Current Beneficial Shareholders (James J. Coleman, Jr., Thomas B. Coleman, Peter D. Coleman and Dian C. Winingder), and the Voting Trust for IMTT Holdings, Inc. (f/n/a the Voting Trust for Loving Enterprises, Inc.) (the “Voting Trust”), are parties to a Shareholders’ Agreement, dated as of April 14, 2006, as amended by Letter Agreements dated as of November 1, 2006, January 23, 2007, June 20, 2007, and July 30, 2007 (collectively, the “Shareholders’ Agreement”); and

WHEREAS, MTH, the Voting Trust and the Company have engaged in an arbitration proceeding to resolve certain disputes related to the payment of dividends for five fiscal quarters under the Shareholders’ Agreement, which proceeding resulted in an award on March 29, 2012 (the “Arbitration Award”) that was confirmed by the Delaware Chancery Court on or about May 31, 2012 (Case number N12J-02802); and

WHEREAS, the parties have engaged in good faith negotiations to arrive at an agreement that will minimize the risk of future disputes or Board deadlocks with respect to the calculation and payment of dividends and the need for any reserve for unforeseen or contingent costs; and

WHEREAS, as a result of those negotiations, and without admitting or denying that the MTH’s or the Voting Trust’s interpretation of the Shareholders’ Agreement and Arbitration Award are correct, MTH, the Voting Trust, the Current Beneficial Shareholders and the Company desire to enter into this Fifth Amendment to the Shareholders’ Agreement (the “Amendment”) to minimize the risk of future disputes regarding the calculation and payment of dividends under the Shareholders’ Agreement.

NOW THEREFORE, in consideration of the premises and the mutual promises and agreements herein made, the sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows, effective as of the date first set forth above:

“(a)   With respect to Fiscal Quarters ending September 30, 2012 and for all Fiscal Quarters through (and including) the Fiscal Quarter ending March 31, 2016, the Shareholders shall cause the Members of the Board appointed by them to, and the Company shall, declare and pay to the Shareholders a dividend with respect to each Fiscal Quarter within 30 days of the end of each such Fiscal Quarter, so long as (i) such dividend is not prohibited by the terms of the financing agreements of the Company or by applicable law; and (ii) following the payment of such dividend, the Company retains cash, cash equivalents and/or committed and unutilized credit facilities in the amount of $185 million as of the end of the applicable Fiscal Quarter. The amount of the dividend shall be equal to the sum of Cash Flows from Operating Activities and Cash Flows from Investing Activities (both as determined in accordance with GAAP) of the Company for the respective Fiscal Quarter, less the amount of Capital Expenditure spent solely in respect of maintenance and environmental remediation issues by the Company for the respective Fiscal Quarter, it being agreed between the Parties, for the purpose of clarification, that in no case should Capital Expenditures be included in the calculation of Cash Flows from Investing Activities.”

“(so long as (i) such dividend is not prohibited by the terms of the financing agreements of the Company or by applicable law; and (ii) following the payment of such Additional Dividend, the Company retains cash, cash equivalents and/or committed and unutilized credit facilities in the amount of $185 million as of the end of the applicable Fiscal Quarter).”

“Notwithstanding any other provisions of the Shareholders’ Agreement, including any other provisions of Section 12 or Section 13, if any dispute or Deadlock arises relating to the payment of a dividend, in lieu of submitting the dispute or Deadlock for resolution by arbitration, the parties hereto each agree that MTH and the Voting Trust shall have the right, only after the 30^th day after written notice of such dispute in accordance with Section 12(a) or the declaration of such Deadlock in accordance with Section 13(a), to commence a proceeding in the Delaware Court of Chancery to resolve any such dispute or Deadlock concerning the obligation to pay dividends in accordance with Sections 4 or 5. The preceding sentence shall not be construed to limit or preclude MTH or the Voting Trust from pursuing any other remedy available to them, in law, in equity, or under Sections 12 and 13 herein.”

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and effective as of the date first written above.