By and Return To: Williams Mullen Altn: William W. … · Amended and Restated Deed of dated of...

Prepared By and Return To: Williams Mullen Altn: William W. Harrison, Jr. 222 Central Suite 1700 Virginia Beach, Virginia

Tn ID Number: A portion of!l'll9-00!0 & 0719-0GI2

AMENDED AND REST A TED OF EASEMENT AGREEMENT

AGREEMENT (this by and VffiGINIA

INC., a APM TERMINALS {h.,.,..,;~,,Ft,,.,. called "Grantor"), and VffiGINIA PORT a

the Commonwealth of Virginia ("VPA"}, and VffiGINIA INTERNATIONAL ,,,.,. ... ,., ...... , limited ("VIT" and togetller with VP A, nen~matter

RECITALS

A. Grantor is the fee owner of those of real nrnnPrlv

the City of Portsmouth, Virginia (the "City"), as more particularly 11,~.,..,.,ln~>rl

attached hereto and made a part hereof (collectively, the --, •• ,.,,. ..... T

B. VP A is the interest owner of those certain property located in the City, as described on the attached ~~.!!:.--~ (collectively, the "Dominant to the terms and conditions of that certain Amended and Restated Deed of dated of even herewith, between Grantor and VPA (the "Lease"). The execution and delivery of Agreement is occurring simultaneous with the execution and delivery of the Lease.

C. ¥~A has VIT to manage, operate, and conduct the of a commercial marine terminal on the Dominant Parce1s "Facility").

D. In order to allow vehicular, rail and "'"'"'""'""""'' Grantor desires to grant an easement to Grantee for access,

and egress over and upon the Servient Parcels on terms and conditions specified in this

NOW, and in contsld,erat:IOn consideration, the and

the parties agree as follows:

1. date of greemj~nt. this shall not become until the Commencement Date (as

in the at which time this Agreement shall be recorded in the Office of the Circuit Court of the City of Portsmouth, If the Commencement

pursuant to the Lease for any reason, then this Agreement shall be null and void and the Original Easement Agreement (as defined below) shall remain in full force and effect.

2. Grant of Easement. Subject to the terms and conditions of this Agreement, Grantor hereby grants and conveys to Grantee, with special warranty, for use by Grantee, VIT (or successor operator of the Facility), Grantee's tenants, subtenants, successors, patrons, guests, employees, invitees, business invitees and assigns, a non-exclusive, variablewidth appurtenant easement over, on and across (i) that roadway located on Grantor's property commonly known as Renfrow Road (the "Renfrow Road Easement Area"), (ii) a portion of that access driveway from Coast Guard Boulevard to the maintenance and repair facility located at 4024 Coast Guard Boulevard, Portsmouth 23703, as necessary to allow such access driveway to tie into that certain portion of the Dominant Parcels referred to as the "M&R Land" on Exhibit B so that Grantee may obtain access from the access driveway to the M&R Land (the "Driveway Easement Area"), (iii) all railroad tracks utilized for the benefit of the Facility and associated strips of land adjacent thereto necessary for the maintenance of such tracks to the extent located on the Servient Parcels and not constituting a part of the Dominant Parcels (the "Railway Easement Area'') and (iv) that portion of the Servient Parcels that lies between the Virginia Department of Transportation right of way line for the "off " and "on" ramps to that roadway commonly known as the Western Freeway and the beginning of that portion of the Premises commonly known as Virginia International Gateway Boulevard, such that Grantee shall have continuous access offofthe Western Freeway onto Virginia International Gateway Boulevard as it exists on the Dominant Parcels with no gaps or gores (the "Virginia International Gateway Boulevard Easement Area" and together with the Renfrow Road Easement Area, the Driveway Easement Area and the Railway Easement Area, the "Easement Areas") for (a) pedestrian, vehicular and/or rail ingress and egress over and upon the Easement Areas for the purpose of accessing the Dominant Parcels, including without limitation that portion of the Dominant Parcels referred to as the "M & R Land" on Exhibit B; (b) the use of driveways, walkways, railroad tracks and other public ways and amenities now or hereafter located within or upon the Easement Areas; and (c) the right to improve the Easement Areas with roadway, sidewalk, railroad tracks and streetseape improvements pursuant to plans and specifications approved by Grantor in writing, such approval not to be unreasonably withheld, conditioned, or delayed. Grantor further grants Grantee the right to utilize the Driveway Easement Area and any additional property connected thereto as reasonably necessary for the purpose of accessing the M&RLand.

3. Maintenance by Grantee. Grantee shall, pursuant to a cost-sharing arrangement with Grantor as set forth below, be responsible for the ongoing and routine maintenance, upkeep and repair of all of the improvements constructed on the Renfrow Road Easement Area and the Virginia International Gateway Boulevard Easement Area. Such maintenance, upkeep and repair shall include, but not be limited to, landscaping, lawn maintenance, lighting, repair and maintenance of asphalting, paving, curbing and guttering, removal of trash and other debris and removal of snow and ice. Such maintenance, upkeep and repair shall be performed in a commercially reasonable manner that is substantially consistent with maintenance, upkeep and repair performed on public street rights-of-way in the City of Portsmouth, Virginia, and shall be perfonned in compliance with aU applicable laws of any governmental authorities having jurisdiction over the Renfrow Road Easement Area and the

Virginia International Gateway Boulevard Easement Area. If Grantee fails to maintain, repair or replace the improvements located within the Renfrow Road Easement Area and the Virginia International Gateway Boulevard Easement Area, within thirty (30) days after receipt of written notice from Grantor stating that maintenance, repair or replacement is required, then Grantor shall have the right, but not the obligation, to perform such maintenance, repair or replacement necessary to restore or keep the Renfrow Road Easement Area and the Virginia International Gateway Boulevard Easement Area in good condition; provided, however, if such maintenance, repair or replacement cannot reasonably be completed within thirty (30) days, Grantor may not elect to perform such maintenance, repair or replacement while Grantee is diligently pursuing its completion. Upon receipt of written notice and a paid invoice from the party performing and paying for the maintenance, repair or replacement of the Renfrow Road Easement Area and the Virginia International Gateway Boulevard Easement Area, the party not performing such work shaH promptly reimburse the performing and paying party for one half (l/2) the cost of such maintenance, repair or replacement, reasonably incurred. The reimbursement provisions of this Section 3 may be enforced directly against a party by any tenant or subtenant of the other party which has performed such maintenance, repair or replacement in accordance with this Agreement.

4. Maintenance by Grantor. Grantor shall be responsible for the ongoing and routine maintenance, upkeep and repair of all of the improvements constructed on the Driveway Easement Area. Such maintenance, upkeep and repair shall include, but not be limited to, landscaping, lawn maintenance, lighting, repair and maintenance of asphalting, paving, curbing and guttering, removal of trash and other debris and removal of snow and ice. Such maintenance, upkeep and repair shall be performed in a commercially reasonable manner that is substantially consistent with maintenance, upkeep and repair performed on public street rightsof-way in the City of Portsmouth, Virginia, and shall be performed in compliance with all applicable laws of any governmental authorities having jurisdiction over the Driveway Easement Area. If Grantor fails to maintain, repair or replace the improvements located within the Driveway Easement Area, within thirty (30) days after receipt of written notice from Grantee stating that maintenance, repair or replacement is required, then Grantee, at Grantor's sole cost and expense, shall have the right, but not the obligation, to perform such maintenance, repair or replacement necessary to restore or keep the Driveway Easement Area in good condition; provided, however, if such maintenance, repair or replacement cannot reasonably be completed within thirty (30) days, Grantee may not elect to perform such maintenance, repair or replacement while Grantor is diligently pursuing its completion. Upon receipt of written notice and a paid invoice or other reasonable evidence from Grantee confirming its performance and/or payment(s) for the maintenance, repair or replacement of the Driveway Easement Area, Grantor shall promptly reimburse Grantee for the entire cost of such maintenance, repair or replacement, reasonably incurred. The reimbursement provisions of this Section 4 may be enforced directly against Grantor by any tenant or subtenant of Grantee which has performed such maintenance, repair or replacement in accordance with this Agreement.

5. Indemnity. Grantor shall indemnify and hold harmless Grantee, and its tenants, subtenants, successors, patrons, guests, invitees, employees and assigns, from and against aU claims, actions, damages, liabilities and expenses for bodily injury, death or property damage arising out of the use of the Easement Areas by Grantor, its tenants, subtenants,

successors, patrons, guests, employees and assigns; provided, however, Grantor shall not be required to indemnify Grantee for any loss caused by the willful acts or gross negligence of Grantee. The terms and provisions of this Section shall survive the termination of this Agreement.

VIT shall indemnify and hold harmless Grantor, and its tenants, subtenants, successors, patrons, guests, invitees, employees and assigns, from and against all claims, actions, damages, liabilities and expenses for bodily injury, death or property damage arising out of the use of the Easement Areas by Grantee, its tenants, subtenants, successors, patrons, guests, employees and assigns: provided, however, VIT shall not be required to indemnify Grantor for any loss caused by the willful acts or gross negligence of Grantor. The terms and provisions of this Section shall survive the termination of this Agreement.

VPA and/or VIT, at its or their sole cost and expense, agrees to keep the Renfrow Road Easement Area insured substantially in accordance with the terms and provisions of the Lease.

6. Term of this Agreement. The term of this Agreement shall be coterminous for the period of time in which VP A (or any successor or assign) leases the Dominant Parcels under the Lease, and termination of the Lease for any reason shall immediately terminate this Agreement without the need for action by any party. Notwithstanding the foregoing, in the event the Virginia International Gateway Boulevard Easement Area is dedicated to the Virginia Department of Transportation as a public right-ofway or the Railway Easement Area is dedicated and/or conveyed to VPA, this Agreement shall no longer apply to the respective Easement Area; provided, however, this Agreement shall continue to apply to the remaining Easement Areas.

7.

a. Binding Effect. Except to the extent otherwise expressly provided herein, this Agreement shall be binding on and inure to the benefit of the parties hereto and, to the extent assignable or transferable, their respective representatives, successors and assigns; and no other person or entity shall have any right, benefit or obligation hereunder. Unless otherwise stated herein, for so long as this Agreement is in effect, the Easement Areas shaH be owned, held, sold, transferred, conveyed and occupied subject to the terms of this Agreement, which shall run with the Dominant Parcels.

b. Transfer. Upon transfer by Grantor or Grantee of its entire respective interest in a parcel affected by this Agreement, the transferor of such interest shall cease to be responsible and shall be released from all liability for the performance or observance of any agreements or conditions on its part to be performed or observed hereunder accruing subsequent to the time of said transfer, it being understood and agreed that from and after said transfer, the transferee shall be responsible for the performance and observance of said agreements and conditions.

c. No Relationship. This Agreement shall not create the relationship of employer and employee, a partnership or a joint venture between any of the parties to this

Agreement. No party shall be deemed an agent of any other party on account of this Agreement or the performance of any of their obligations hereunder.

d. No Merger. As long as this Agreement shall remain in effect, the doctrine of merger shall not be applicable to this Agreement or any of the easements, rights and obligations contained herein and there shall be no merger of estates or interests created herein as a result of any unity of title or interest thereto or therein.

e. Subordination. This Agreement, this conveyance, and the easements, rights, privileges, responsibilities, obligations and covenants contained and described herein are granted subject to all easements, restrictions and other matters of record affecting the Easement Areas on the Effective Date, which have not expired by time limitation contained therein or are otherwise ineffective.

f. Incorporation of Lease. Sections 34 ("Notices"), 36 ("Event of Force Majeure"), 38 ("Non-Liability of Individuals"), 40 ("Environmental Issues''), 46 ("Resolution of Disputes"), 47 ("Jurisdiction"), 50 ("Approval"), 51 ("Counterparts"), 52 ("Severability"), 53 ("Construction"), 54 ("Integration"), 55 ("Governing Law"), 56 ("Parties Bound"), 57 ("Sovereign Immunity of the Virginia Port Authority and the Commonwealth of Virginia"), 58 ("Authority to Execute"), and 59 ("Good Faith") of the Lease (as supplemented, modified and/or amended from time to time) are hereby incorporated into this Agreement and shall be deemed to be terms and provisions hereof, the same as if such sections were fully set forth in this Agreement.

7. Future Variable Width Easement for Renfi·ow Road. In the event the property, or any portion thereof, described on Exhibit C attached hereto (the "Future Renfrow Road Easement Area") is vacated by the City of Portsmouth, Virginia, and conveyed or otherwise transferred to Grantor, such Future Renfrow Road Easement Area, or the applicable portion thereof, shall become subject to the terms and conditions of this Agreement either by (i) an amendment to this Agreement or (ii) by a new easement agreement substantially in the same form hereof. Grantor and Grantee hereby further agree to cooperate with one another with respect to any dedications and/or vacations of roads with the City of Portsmouth, Virginia occasioned by Coast Guard Boulevard, Wild Duck Lane, Renfrow Road, Wyatt Drive, and the Wyatt Drive cul-de-sac.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AMENDED AND RESTATED DEED OF EASEMENT AGREEMENT DATED SEPTEMBER 21, 2016, BETWEEN VIRGINIA INTERNATIONAL GATEWAY, INC., VIRGINIA PORT AUTHORITY AND VIRGINIA INTERNATIONAL TERMINALS, LLC.

GRANTOR:

ENGLAND AND WALES CITY OF LONDON, to-wit:

VIRGINIA INTERNATIONAL GATEWAY, INC., a Virginia corporation

The foregoing Amended and Restated Deed of Easement Agreement was voluntarily acknowledged before me this Z.<:l\L day of September, 2016, by Samuel M. Coxe, who is either personally known to me or has presented identification of a United States issued passport, in his capacity as an Authorized Signatory of Virginia International Gateway, Inc., a Virginia

corporation, on behalf of soid corporation. ~ ~

Notary Public Registration Number: --,.r.:r.:~~,.,.....~ My commission expires: Notary Public London, England

(Andrew J. Claudet) (My Commi11Jon hpirea with Ute)

The foregoing Amended and Restated Deed of Easement Agreement was voluntarily •nw'IP.ctOP.n before me this 'Z.o~ day of September, 2016, by Stephen Deeley, who is either

known to me or has presented identification of a United Kingdom driving licence, in as an Authorized Signatory of Virginia International Gateway, Inc., a Virginia

on behalf of said corporation. ~

N~ Registration Number: ___ .. ____ _ My commission expires·

it.No.....,m=ry,....P~u;Srtbb:..cr.Lon~ao=n, England (AndrEJ#'J. Claudet)

(My CommlsaTon expires with Life)

CHEESWRIGHTS I NOTARIES PUBUC .

~Houae,107~1S!reot. t.ondon BC3A 4AF ~' 0:20 7623 9477 P.-imile: 020 7623 5428

1.

2.

3.

4. est revt!tu du y esla revel>!loo

APOSTillE

Andrew Jonathan Claude!

Notary Public

The Said Notary Public

Ci!inlfled Attaste I CElrtlllcado


GRANTEE: VIRGINIA INTERNATIONAL TERMINALS, LLC a Virginia limited liability company

By~ Gverations Officer

COMMONWEALTH OF VIRGINIA CITY OF PORTSMOUTH, to-wit:

The foregoing Amended and Restated Deed of Easement Agreement was voluntarily acknowledged before me this f!_J_ day of September, 2016, by Shawn Tibbetts, who is either personally known to me or has presented identification of a state issued driver's license, in his capacity as Chief Operations Officer of Virginia International Terminals, LLC, a Virginia limited liability company, on behalf of said company.

NoLle~~~ ~1301 Ct Registration Number: ~ I My commission expire_s_: --'----7-/ ..,_/-----=3:--0---'----1--=1=---


GRANTEE:

ATTEST:

COMMONWEALTH OF VIRGINIA CITY OF PORTSMOUTH, to-wit:

COMMONWEALTH OF VIRGINIA, VIRGINIA PORT AUTHORITY, a political subdivision of the Commonwealth of Virginia

By:

The foregoing Amended and Restated Deed of Easement Agreement was voluntarily acknowledged before me this ~ \ day of September, 2016, by John F. Reinhart, who is either personally known to me or has presented identification of a state issued driver's license, in his capacity as Executive Director of the Virginia Port Authority, and Debra J. McNulty, as Secretary of the Virginia Port Authority, on behalf of the Virginia Port Authority.

Notary Pu ic Registration Number: {).. } 3 0 { '/ My commission expires: /I - 3 0 -/'7


APPROVED AS TO FORM:

OFFICE OF ATTORNEY GENERAL

APPROVAL BY THE SECRETARY OF TRANSPORTATION OF VIRGINIA:

Pursuant to the 2015 Va. Acts Chapter 665 Item C-40.LO, I hereby approve the acquisition of the property described in the attached or foregoing Amended and Restated Deed of Easement.

---

Date -------::-=---------~------·

Secretary of Transportation

APPROVAL BY GOVERNOR OF VIRGINIA:

Pursuant to Section 62.1-132.6 of the Code of Virginia (1950), as amended, I hereby approve the acquisition of the property described in the attached or foregoing Amended and Restated Deed of Easement Agreement.

---·------------Date Governor of Virginia


APPROVED AS TO FORM:

OFFICE OF ATTORNEY GENERAL

By: ________ _ Assistant Attorney General

APPROVAL BY THE SECRETARY OF TRANSPORTATION OF VIRGINIA:

Pursuant to the 2015 Va. Acts Chapter 665 Item C-40.1 0, I hereby approve the acquisition of the property described in the attached or foregoing Amended and Restated D d of Easement.

Date

APPROVAL BY GOVERNOR OF VIRGINIA:

Pursuant to Section 62.1-132.6 of the Code of Vir ·nia (1950), as amended, I hereby approve the acquisition of the property described in the attac d or foregoing Amended and Restated Deed of Easement Agreement.

"S,e<o"-(1-\C.'(Y\ b-e V --:2. I 1 "? 0 lk,

Date

Exhibit A to Amended and Restated Deed of Easement Agreement

SERVIENT PARCELS

PARCEL 1

BEGINNING AT THE SOUTHEASTERN MOST FACE OF CONCRETE BULKHEAD AT APM TERMINALS VIRGINIA, INC. (N:3,483,381.32, E:12,112,240.08) AS OF AUGUST 2014; THENCE, ALONG SAID CONCRETE BULKHEAD AT SOUTH 76° 02' 5811 WEST, 1.98' TO A POINT AT THE INTERSECTION OF THE SAID CONCRETE BULKHEAD AND THE SHEET PILE BULKHEAD HEADING SOUTHERLY, THENCE, ALONG SAID SHEET PILE BULKHEAD THE FOLLOWING COURSES: SOUTH 14° 11' 41'' EAST,209.92'; SOUTH 53° 57' 35" EAST, 152.78' TO A POINT AT THE APPROXIMATE MEAN LOW WATER LINE AS DETERMINED ON JUNE 7, 2010; THENCE, ALONG SAID APPROXIMATE MEAN LOW WATER LINE THE FOLLOWING COURSES: SOUTH 69° 36' 18" EAST, 55.29'; SOUTH 52° 22' 11" EAST, 47.28'; SOUTH 2.1° 41' 11" EAST,37.76'; SOUTH 02° 11' 48" EAST, 42.36'; SOUTH 01° 34' 41" WEST, 116.86'; SOUTH 14° 06' 35" EAST, 90.91 ';SOUTH 24° 36' 08" EAST, 97.50'; SOUTH 27° 35' 54" EAST, 65.99'; SOUTH 22° 38' 34" EAST, 65.84' TO AN INACCESSIBLE POINT AT THE INTERSECTION OF THE SAID APPROXIMATE MEAN LOW WATER LINE AND GALLOWAY CREEK AND THE APM TERMINALS VIRGINIA, INC. SOUTHERLY PROPERTY LINE; THENCE, ALONG SAID SOUTHERLY PROPERTY LINE, DETERMINED BY THE JULY 20, 2001 ALTA SURVEY PERFORMED BY BALDWIN AND GREGG, LTD., THE FOLLOWING COURSES: SOUTH 81° 08' 24" WEST, 197.85'; NORTH 68° 09' 52" WEST, 886.70' TO AN INACCESSIBLE POINT ON THE SOUTHEAST CORNER OF THE PORTSMOUTH GENCO LLC (FORMERLY COGENTRIX) PROPERTY AS REFERENCED IN THE CLERK'S OFFICE OF THE CmCUIT COURT OF THE CITY OF PORTSMOUTH, vmGINIA IN DEED BOOK 980 AT PAGE 667; THENCE, ALONG TII.E EASTERLY SIDE OF THE SAID PORTSMOUTH GENCO LLC PROPERTY AT NORTH 17° 23' 42" WEST, 900.00' TO A PIN AT THE NORTHEAST CORNER OF SAID PORTSMOUTH GENCO LLC PROPERTY; THENCE, ALONG THE NORTHERLY SIDE OF SAID PORTSMOUTH GENCO LLC PROPERTY SOUTH 82° 49' 38" WEST, 950.06' TO A DRILL HOLE AT THE INTERSECTION OF SAID PORTSMOUTII GENCO LLC PROPERTY AND THE EASTERLY LINE OF WILD DUCK LANE RIGHT OF WAY, REFERENCED IN SAID CLERK'S OFFICE IN INSTRUMENT NUMBER 100006141; THENCE, ALONG THE RIGHT OF WAY FOR THE SAID WILD DUCK LANE THE FOLLOWING COURSES: NORTH 06°04'24" WEST,44.08' TO A DRILL HOLE; THENCE, SOUTH 83°55'36" WEST, 292.72' TO A PIN; THENCE, ALONG A CURVE TO THE LEFT WITH A RADIUS OF 385.00' AT AN ARC OF 149.03' TO APIN; THENCE, SOUTH61°44'54" WEST, 1,047.44' TO A PIN; THENCE, ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 375.00' AT AN

ARC OF 467.94' TO A PIN AT A POINT OF REVERSE CURVATURE; THENCE, ALONG A CURVE TO THE LEFT WITH A RADIUS OF 325.00' AT AN ARC OF 108.93' AND ALONG A CHORD BEARING OF NORTH 56°21'30" WEST WITH A CHORD OF 108.42' TO A PIN; THENCE, NORTH 65°57'38" WEST, 13.91' TO A PIN; THENCE, ALONG A CURVE TO THE LEFT WITH A RADIUS OF 375.00' AT AN ARC OF 156.07' TO A PIN AND ALSO CROSSING APM BOULEVARD AND ONTO THE NORTHERLY LINE OF THE RECENTLY CREATED WYATT DRIVE RIGHT OF WAY AS REFERENCED IN THE ABOVE NOTED INSTRUMENT NUMBER 100006141; THENCE, CONTINUING ALONG THE NORTHERLY LINE OF SAID WYATT DRIVE RIGHT OF WAY ON THE FOLLOWING COURSES: NORTH 89°48'23" WEST, 164.14' TO A PIN; THENCE, ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 475.00' AT AN ARC OF 182.38' TO A PIN; THENCE, NORTH 67°48'28" WEST, 165.28' TO A PIN; THENCE, ALONG A CURVE TO THE LEFT WITH A RADIUS OF 525.00' AT AN ARC OF 206.10' TO A PIN; THENCE, NORTH 77°58'58" WEST, 114.37' TO A PIN AT THE INTERSECTION OF THE SOUTHEAST CORNER OF THE PROPERTY OF LA WYERS TITLE INSURANCE CORPORATION AS REFERENCED IN THE SAID CLERK'S OFFICE IN INSTRUMENT NUMBER 060009256 AND THE NORTHERLY SIDE OF SAID WYATT DRIVE RIGHT OF WAY; THENCE, ALONG THE PERIMETER OF THE SAID LA WYERS TITLE INSURANCE CORPORATION PROPERTY THE FOLLOWING COURSES: NORTH 09° 25' 27" WEST, 311.26' TO A PIN; NORTH 34° 42' 37" WEST, 134.00' TO A PIN; SOUTH 83° 20' 53" WEST, 271.25' TO A PIN; SOUTH 09° 25' 27" EAST, 222.82' TO A PIN ON THE SOUTHWEST CORNER OF SAID LA WYERS TITLE INSURANCE CORPORATION PROPERTY; THENCE, CONTINUING WESTERLY IN A CURVE TO THE RIGHT WITH A RADIUS OF 2,839.79' AT AN ARC OF 116.29'; THENCE, CONTINUING WESTERLY NORTH 60° 28' 22" WEST, 606.03' TO A PIN AT THE INTERSECTION WITH THE NORTHERLY SIDE OF THE WYATT DRIVE CUL-DE-SAC, AS REFERENCED IN SAID CLERK'S OFFICE IN INSTRUMENT NUMBER 100006140; THENCE, ALONG THE NORTHERLY SIDE OF THE WYATT DRIVE CUL-DE-SAC RIGHT OF WAY AT NORTH 28°55'28" WEST, 223.51' TO A PIN; THENCE, CONTINUING ALONG A CURVE TO THE LEFT WITH A RADIUS OF 95.00' AT AN ARC OF 131.73' TO A PIN AT THE INTERSECTION OF THE NORTHERLY RIGHT OF WAY OF THE WYATT DRIVE CUL-DE-SAC AND THE EASTERLY LINE OF THE PROPERTY OF THE COMMONWEALTH OF VIRGINIA, VIRGINIA PORT AUTHORITY, SAID PROPERTY REFERRED TO AS V.P.A. PARCEL "B" AS DESCRIBED IN A DEED RECORDED IN THE AFOREMENTIONED CLERK'S OFFICE AS INSTRUMENT NUMBER 100006742; THENCE, ALONG THE EASTERLY LINE OF SAID V.P.A. PARCEL "B" A NON-TANGENT CURVE TO THE LEFT WITH A RADIUS OF 733.21' AT AN ARC OF 382.41' AND CHORD BEARING OF NORTH 27° 51' 07" EAST AND A CHORD OF 378.09' TO A PIN; THENCE, CONTINUING ALONG THE SAID EASTERLY LINE OF V.P.A. PARCEL "B" THE FOLLOWING COURSES: NORTH 13°52'46" EAST, 1,097.43' TO A PIN; NORTH 39°40'01" EAST, 440.48' TO A PIN; NORTH 40°28'09" WEST, 51.52' TO A PIN AT THE EASTERN RIGHT OF WAY LINE OF COAST GUARD BOULEVARD; THENCE, ALONG SAID COAST GUARD

BOULEVARD EASTERLY RIGHT OF WAY NORTH 49°25'40" EAST, 426.02' TO A PIN AT THE INTERSECTION WITH THE APM TERMINALS VIRGINIA, INC. P ARCEL-2 AS REFERENCED IN SAID CLERK'S OFFICE IN INSTRUMENT NUMBER 017149; THENCE, ALONG THE SAID PARCEL-2 SOUTHERLY PROPERTY LINE Wim THE FOLLOWING COURSES: NORTH 86° 15' 20" EAST, 2,525.17' TO A NORTH 59° 02' 02" EAST, 685.34' TO A PIN; NORTH 86° 15' 20'' EAST, 1061.11' TO THE FACE OF SAID CONCRETE BULKHEAD; THENCE, ALONG SAID CONCRETE BULKHEAD AT 13° 59' 36" EAST, 2,821.47' TO A POINT AT AN ANGLE RIGHT; THENCE, ALONG SAID CONCRETE BULKHEAD AT SOUTH 75° 52' 48" WEST, 116.45' TO A POINT AT AN ANGLE LEFT; THENCE, ALONG SAID CONCRETE BULKHEAD AT SOUTH 14° 00' 31" 651.72' TO THE POINT OF BEGINNING.

PARCELlA

BEGINNING AT A PIN (N: 3486405.43, E: 12104820.95) AT mE OF THE EASTERLY SIDE OF THE NAVY RAILROAD RIGHT OF WAY, AS REFERENCED IN THE CLERK'S OFFICE OF THE CIRCUIT COURT OF THE CITY OF PORTSMOUTH, VIRGINIA IN INSTRUMENT NUMBER 050013785, AND THE SOUTHERLY PROPERTY LINE OF THE CITY OF PORTSMOUTH PROPERTY AS REFERENCED IN THE SAID CLERK'S OFFICE IN DEED BOOK 1028 AT PAGE 1784; THENCE, ALONG THE SAID SOUTHERLY CITY OF PORTSMOUTH PROPERTY LINE AT SOUTH 80° 05' 03" EAST, 80.71' TO A POINT AT THE APPROXIMATE LOCATION OF A 36" GUM TREE WITH 3 CHOPS; THENCE, ALONG SAID SOUmERL Y CITY OF PORTSMOUTH PROPERTY LINE AT SOUTH 81° 22' 15" EAST, 490.00' TO A PIN AT A POINT ON SAID LINE PRIOR TO AN INACCESSIBLE CORNER; THENCE, SOUTH 81° 22' 15" EAST, 320.72' TO AN INACCESSIBLE CORNER; THENCE, SOUTH 16° 11' 25" EAST, 6.48' TO AN INACCESSIBLE CORNER; THENCE, CONTINUING ALONG A SOUTHERLY PROPERTY LINE OF mE VIRGINIA HOLDING CORPORATION PROPERTY, AS REFERENCED IN THE SAID CLERK'S OFFICE IN DEED BOOK 857 AT PAGE 612, THE FOLLOWING COURSES: SOUTH 80° 59' 35" EAST, 593.44 TO AN INACCESSIBLE CORNER; THENCE, SOUTH 78° 20' 15" EAST, 631.24' TO A PIN; THENCE, SOUm 86° 20' 45" EAST, 116.80' TO A PIN ON THE WESTERLY LINE OF THE 30' CITY OF NORFOLK RAW WATER RIGHT OF WAY, AS REFERENCED IN THE SAID CLERK'S OFFICE IN DEED BOOK 540 AT PAGE 305; THENCE, ALONG THE SAID WESTERLY LINE OF THE 30' CITY OF NORFOLK RAW WATER RIGHT OF WAY SOUTH 49° 25' 40" WEST,2,155.54' TO A PIN ON THE EASTERLY SIDE OF THE SAID NAVY RAILROAD RIGHT OF WAY; THENCE, ALONG THE EASTERLY LINE OF THE SAID NAVY RAILROAD RIGHT OF WAY NORTH 45° 21' 17" WEST, 688.41' TO A PIN; THENCE, ALONG A CURVE TO mE RIGHT WITH A RADIUS OF 433.34' AT AN ARC OF 366.37' TO A PIN; mENCE, CONTINUING ALONG THE SAID NAVY RAILROAD RIGHT OF WAY NORTH 03° 05' 10" EAST, 957.68' TO 'ffiE POINT OF BEGINNING.

PARCELlB

AT A PIN AT THE INTERSECTION OF THE LINE OF COAST GUARD BOULEVARD WITH THE WESTERN LINE OF THE PROPERTY OF THE COMMONWEALTH OF VIRGINIA, VIRGINIA PORT AUTHORITY, SAID PROPERTY REFERRED TO AS V.P.A. PARCEL "B" AS DESCRIBED IN A DEED REFERENCED IN THE CLERK'S OFFICE OF THE CIRCUIT COURT OF THE CITY OF PORTSMOUTH, VIRGINIA AS INSTRUMENT NUMBER 100006742 (N: 3485636.60, E: 12106696.96); THENCE, ALONG THE WESTERN LINE OF THE SAID V.P.A. PARCEL "B" SOUTH 13°53'09" WEST, 1,174.71' TO A PIN; THENCE, ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 616.33' AT AN ARC OF 490.10' TO A PIN AT THE SOUTHWEST CORNER OF THE SAID V.P.A. PARCEL "B", SAID POINT ALSO MARKING THE NORTHERN CORNER OF VIRGINIA PORT AUTHORITY PROPERTY REFERENCED IN INSTRUMENT NUMBER 110002627 AT THE AFOREMENTIONED CLERK'S OFFICE, AND FORMERLY A PORTION OF WYATT DRIVE CLOSED AND VACATED BY THE CITY OF PORTSMOUTH BY ORDINANCE ADOPTED BY PORTSMOUTH CITY COUNCIL ON MARCH 28, 2011, AND ALSO KNOWN AS TAX PARCEL #07190121; THENCE, ALONG THE WESTERN LINE OF SAID TAX PARCEL #07190121 SOUTH 56°12'53" WEST 101.86' TO A PIN ON THE NORTH SIDE OF VIRGINIA STATE ROUTE 164 RIGHT OF WAY AS REFERENCED IN THE AFORESAID CLERK'S OFFICE IN DEED BOOK 968 AT PAGE 310; THENCE, ALONG SAID NORTHERLY RIGHT OF WAY OF VIRGINIA STATE ROUTE 164 ALONG A NON~ TANGENT CURVE TO THE LEFT WITH A RADIUS OF 4,718.66' AT AN ARC OF 196.26' AND A CHORD BEARING OF NORTH 69"26'28" WEST, AND A CHORD OF 196.24' TO A PIN AT THE INTERSECTION OF THE NORTHERLY RIGHT OF WAY OF SAID VIRGINIA STATE ROUTE 164 AND THE EASTERLY LINE OF THE UNITED STATES NAVY RAILROAD RIGHT OF WAY, AS REFERENCED IN SAID CLERK'S OFFICE IN INSTRUMENT NUMBER 050013785; THENCE, ALONG THE EASTERLY LINE OF THE SAID NAVY RAILROAD RIGHT OF WAY ON A NON-TANGENT CURVE TO THE LEFT WITH A RADIUS OF 1087.14' AT AN ARC OF 254.86' WITH A CHORD BEARING OF NORTH 38°38'20" WEST AT A CHORD OF 254.27' TO A PIN; THENCE, CONTINUING ALONG THE SAID NAVY RAILROAD RIGHT OF WAY NORTH 45°21 '17" WEST, 348.97' TO A PIN AT THE EASTERLY LINE OF SAID COAST GUARD BOULEVARD; THENCE, ALONG SAID EASTERLY SIDE OF COAST GUARD BOULEVARD ON THE FOLLOWING COURSES: NORTH 49°36'12" 600.53' TO A PIN; THENCE, NORTH 51°06'44" EAST, 246.70' TO A PIN; THENCE, NORTH 49°25'40" EAST, 793.12' TO THE POINT OF BEGINNING.

PARCELlC

BEGINNING AT A PIN (N: 3,484,180.91, E: 12,105,708.10) AT THE INTERSECTION OF THE WESTERLY LINE OF THE UNITED STATES NAVY RAILROAD RIGHT OF WAY, AS REFERENCED IN THE CLERK'S OFFICE OF THE CIRCUIT COURT OF CITY OF PORTSMOUTH, VIRGINIA IN INSTRUMENT NUMBER 050013785 AND THE NORTHERLY LINE OF VIRGINIA STATE ROUTE 164 AS REFERENCED IN THE SAID CLERK'S OFFICE IN DEED BOOK 968 AT PAGE 310; THENCE, HEADING ALONG THE SAID NORTHERLY LINE OF VIRGINIA STATE ROUTE 164 RIGHT OF WAY ON A CURVE TO THE LEFT WITH A RADIUS OF 4718.66' AT AN ARC OF 520.31' ON A CHORD BEARING OF NORTH 75°38'09" WEST WITH A CHORD OF 520.04' TO A VDOT MONUMENT; THENCE, ALONG THE SAID NORTHERLY LINE OF THE VIRGINIA STATE ROUTE 164 RIGHT OF WAY NORTH 85° 18' 53" WEST, 136.43' TO A PIN AT THE EAST LINE OF THE 30' CITY OF NORFOLK RAW WATER RIGHT OF WAY AS REFERENCED IN THE SAID CLERK'S OFFICE IN DEED BOOK 540 AT PAGE 305; THENCE, ALONG THE EASTERLY LINE OF THE SAID 30' CITY OF NORFOLK RAW WATER RIGHT OF WAY NORTH 49°25'40" EAST, 46.19' TO A PIN AT THE INTERSECTION WITH THE EASTERLY LINE OF COAST GUARD BOULEVARD RIGHT OF WAY; THENCE, ALONG THE EASTERLY LINE OF THE SAID COAST GUARD BOULEY ARD RIGHT OF WAY ON A NON-TANGENT CURVE TO THE LEFT WITH A RADIUS OF 945.00' AT AN ARC OF 307.73' ALONG A CHORD BEARING OF NORTH 58°55'56" EAST AND A CHORD OF 306.37' TO A PIN; THENCE, CONTINUING ALONG THE SAID COAST GUARD BOULEY ARD RIGHT OF WAY NORTH 49°36'12" EAST, 13.78' TO A PIN AT THE WESTERLY LINE OF THE SAID UNITED STATES NAVY RAILROAD RIGHT OF WAY; THENCE, ALONG THE SAID UNITED STATES NAVY RAILROAD RIGHT OF WAY SOUTH 45°21 '17" EAST, 356. 78' TO A VDOT MONUMENT; THENCE, CONTINUING ALONG THE SAID UNITED STATES NAVY RAILROAD RIGHT OF WAY ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 997.14' AT AN ARC OF 116.51' TO THE POINT OF BEGINNING.

PARCEL1D

BEGINNING AT A PIN AT THE NORTHWEST CORNER OF THE PROPERTY OF APM TERMINALS VJRGINIA, INC. (N: 3,486,549.96, E: 12,103,927.42) AS REFERENCED IN THE CLERK'S OFFICE OF THE CIRCUIT COURT OF THE CITY OF PORTSMOUTH VIRGINIA, IN INSTRUMENT NUMBER 017873, AS IT ABUTS THE PROPERTY OF ATLANTIC MULTIFAMILYV, LLC AS REFERENCED IN THE SAID CLERK'S OFFICE IN INSTRUMENT NUMBER 130002506; THENCE, ALONG THE SAID MULTI FAMILY V, LLC PROPERTY AND CONTINUING ALONG THE PROPERTY OF ARTCRAFT MASSffi CEDARFIELD, L.C. SOUTH AS REFERENCED

IN THE SAID CLERK'S OFFICE IN DEED BOOK 1222 AT PAGE 376, SOUTH 81° 38' 06" 424.92' (OVERALL DISTANCE) TO A PIN AT THE INTERSECTION OF THE SOUTHEAST CORNER OF THE SAID ARTCRAFT MASSIE CEDARFIELD, L.C. PROPERTY AND THE SOUTHERLY LINE OF THE PROPERTY OF THE CITY OF PORTSMOUTH, VIRGINIA AS REFERENCED IN THE SAID CLERK1S OFFICE IN DEED BOOK 1028 AT PAGE 1784; THENCE, ALONG THE SOUTHERLY PROPERTY LINE OF THE SAID CITY OF PORTSMOUTH, VIRGINIA PROPERTY SOUTH 80° 05' 03" EAST, 389.66' TO A PIN IN CONCRETE AT THE WEST LINE OF THE UNITED STATES NAVY RAILROAD RIGHT OF WAY AS REFERENCED IN THE SAID CLERK'S IN INSTRUMENT NUMBER 050013785; THENCE, ALONG THE WESTERLY LINE OF THE SAID UNITED STATES NAVY RAILROAD RIGHT OF WAY SOUTH 03°05'10" WEST, 968.46' TO A PIN; THENCE, ALONG SAID UNITED STATES NAVY RAILROAD RIGHT OF WAY ON CURVE TO THE WHILE PASSING A VDOT MONUMENT AT APPROXIMATELY SIX FEET ON LINE, WITH A RADIUS OF 523.34' AT AN ARC OF 442.46' TO A PIN; CONTINUING ALONG THE SAME SAID RIGHT OF WAY SOUTH 45°21'17" EAST, 680.88' TO A VDOT MONUMENT AT THE WESTERLY LINE OF THE 30' CITY OF NORFOLK RAW WATER RIGHT OF WAY AS REFERENCED IN THE SAID CLERK'S OFFICE IN DEED BOOK 540 AT PAGE 305; THENCE, CONTINUING ALONG THE WESTERLY LINE OF THE SAID 30' CITY OF NORFOLK RAW WATER RIGHT OF WAY SOUTH 49"25'40" WEST, 236.14' TO APIN AT THE INTERSECTION WITH THE WESTERLY RIGHT OF WAY FOR COAST GUARD BOULEY ARD; THENCE, CONTINUING ALONG THE WESTERLY LINE OF THE SAID COAST GUARD BOULEVARD RIGHT OF WAY ON A NON-TANGENT CURVE TO THE RIGHT WITH A RADIUS OF 895.00' AT AN ARC OF 292.51' ALONG THE CHORD BEARING OF NORTH 73°48'54" EAST AT A CHORD OF 291.21' TO A PIN AT THE INTERSECTION, AND COMMON VDOT RIGHT OF WAY, WITH THE NORTHERLY LINE OF VIRGINIA STATE ROUTE 164 AS REFERENCED IN THE SAID CLERK'S OFFICE IN DEED BOOK 968 AT PAGE 310; THENCE, ALONG THE NORTHERLY LINE OF THE SAID VIRGINIA STATE ROUTE 164 RIGHT OF WAY ON A NON-TANGENT CURVE TO THE LEFT WITH A RADIUS OF 2476.46' AT AN ARC OF 324.20' ALONG A CHORD BEARING OF NORTH 77°56'15" WEST AT A CHORD OF 323.97' TO A PIN; THENCE, CONTINUING ALONG THE SAID VIRGINIA STATE ROUTE 164 RIGHT OF WAY NORTH 74°57'41" WEST, 740.87' TO A PIN; THENCE, CONTINUING ALONG THE VIRGINIA STATE SAID ROUTE 164 RIGHT OF WAY ON A CURVE TO THE RIGHT WITH A RADIUS OF 236.00' AT AN ARC OF 311.91' TO A PIN; THENCE, CONTINUING ALONG THE SAID VIRGINIA STATE ROUTE 164RIGHT OFWAYNORTH09°40'13" WEST, 119.47' TO A VDOT MONUMENT; THENCE, CONTINUING ALONG SAID VIRGINIA STATE ROUTE 164 RIGHT OF WAY SOUTH 80°38'07" WEST, 13.89' TO A VDOT MONUMENT AT THE INTERSECTION WITH THE EASTERLY LINE OF THE CEDAR LANE RIGHT OF WAY; THENCE, CONTINUING ALONG THE EASTERLY LINE OF THE SAID CEDAR LANE RIGHT OF WAY NORTH 01°57'14" WEST, 480.90' TO APIN AT THE INTERSECTION WITH THE PROPERTY OF HARDY MERRIFIELDS

CORPORATION AS REFERENCED IN THE SAID CLERK'S OFFICE IN DEED BOOK 969 AT PAGE 501; THENCE, ALONG SAID MERRIFIELDS CORPORATION PROPERTY THE FOLLOWING COURSES: NORTH 61°56'05" EAST, 73.51' TO A PIN; NORTH 43°38'15" EAST, 247.31' TO AN INACCESSIDLE CORNER; THENCE, NORTH 05°26'23" EAST, 910.86' (OVERALL DISTANCE) ALONG THE SAID ATLANTIC MULTIFAMILY V, LLC PROPERTY TO THE POINT OF BEGINNING.

PARCEL1E

BEGINNING AT A PIN (N: 3,483,289.83, E: 12,107,750.24) ON THE SOUTHERLY LINE OF THE APM TERMINALS VIRGINIA, INC. PROPERTY, AS REFERENCED IN THE CLERK'S OFFICE OF THE CIRCUIT COURT OF THE CITY OF PORTSMOUTH, VIRGINIA IN INSTRUMENT NUMBER 017873, AT THE NORTHERLY LINE OF WYATT DRIVE RIGHT OF WAY (FORMERLY LAKE KINGMAN SERVICE ROAD EXTENSION) AS REFERENCED ON THE STATE IDGHWAY PLANS FOR PROJECT NUMBER 164-124-102, RW-207 AND THE INTERSECTION OF THE SOUTHERLY LINE OF THE WYATT DRIVE RIGHT OF WAY AS REFERENCED IN SAID CLERK'S OFFICE IN INSTRUMENT NUMBER 100006141; THENCE, CONTINUING ALONG THE SAID SOUTHERLY LINE OF WYATT DRIVE RIGHT OF WAY THE FOLLOWING COURSES: SOUTH 78°57'17" EAST, 93.18' TO A PIN; SOUTH 67°48'28" EAST, 266.73' TO A PIN; SOUTH 89°48'23" EAST, 266.23' TO A NAIL; THENCE, ACROSS AN ENTRANCE TO THE SAID APM TERMINALS VIRGINIA, INC. PROPERTY AND ONTO THE SOUTHERLY LINE OF THE WILD DUCK LANE RIGHT OF WAY, AS REFERENCED IN THE SAID CLERK'S OFFICE IN INSTRUMENT NUMBER 100006141, SOUTH 70°32'05" EAST, 172.72' TO A PIN; THENCE, CONTINUING ALONG THE SAID WILD DUCK LANE RIGHT OF WAY THE FOLLOWING COURSES: SOUTH 58°07'41" EAST, 168.68' TO A PIN; SOUTH 64°35'31" EAST, 48.71' TO A PIN; SOUTH 66°45'54" EAST, 138.48' TO A PIN AT THE INTERSECTION WITH THE NORTHERLY LINE OF THE WYATT DRIVE RIGHT OF WAY (FORMERLY LAKE KINGMAN SERVICE ROAD), AS REFERENCED ON THE STATE ffiGHWAYPLANS FOR PROJECT NUMBER164-124-102,RW-203; THENCE, ALONG THE NORTHERLY LINE OF THE SAID WYATT DRIVE RIGHT OF WAY (FORMERLY LAKE KINGMAN SERVICE ROAD) SOUTH 76°38'19" WEST, 156.01' TO A NAIL LOCATED AT THE INTERSECTION OF THE NORTHERLY LINE OF THE SAID WYATT DRIVE RIGHT OF WAY (FORMERLY LAKE KINGMAN SERVICE ROAD) WITH THE NORTHERLY LINE OF THE SAID WYATT DRIVE RIGHT OF WAY (FORMERLY LAKE KINGMAN SERVICE ROAD EXTENSION); THENCE, CONTINUING ALONG THE SAID WYATT DRIVE RIGHT OF WAY (FORMERLY LAKE KINGMAN SERVICE ROAD EXTENSION) ON A NONTANGENT CURVE TO THE LEFT WITH A RADIUS OF 1,457.39' AT AN ARC OF 144.77' ALONG THE CHORD BEARING NORTH 67°24'42" WEST AT A CHORD OF 144.72' TO A NAIL; THENCE, CONTINUING ALONG SAME SAID RIGHT OF WAY NORTH 70°49'18" WEST, 315.01' TO A PIN; THENCE, CONTINUING ALONG SAME SAID RIGHT OF WAY ON CURVE TO THE LEFT WITH A RADIUS OF 5,704.58' AT

AN ARC OF 279.16' TO CONTINUING ALONG THE SAME SAID RIGHT OF WAY NORTH 68°03'48" WEST, 259.14' TO A PIN; THENCE, CONTINUING ALONG THE SAME SAID RIGHT OF WAY ON A CURVE TO THE LEFT WITH A RADIUS OF 5,704.58' AT AN ARC OF 38.76' TO THE POINT OF BEGINNING.

PARCEL IF

BEGINNING AT THE INTERSECTION (N: 3,482,768.18, E: 12,110,977.89) OF THE SOUTHEASTERLY SIDE OF THE APM TERMINALS VIRGINIA, INC. PROPERTY (ALSO THE SOUTHEASTERLY CORNER OF ONE OF THE STORM WATER MANAGEMENT FACILITIES FOR THE APM TERMINALS VIRGINIA, INC. PROPERTY) AS REFERENCED IN THE CLERK'S OFFICE OF THE CIRCUIT COURT OF THE CITY OF PORTSMOUTH VIRGINIA, IN INSTRUMENT NUMBER 017873 AND THE SOUTHWESTERLY CORNER OF THE PROPERTY OF PORTSMOUTH GENCO LLC (FORMERLY COGENTRIX) TAX PARCEL 07190020, AS REFERENCED IN THE SAID CLERK'S OFFICE IN DEED BOOK 980 AT PAGE 667 AT A CORNER THAT IS INACCESSIBLE; THENCE, ALONG THE SOUTHERLY SIDE OF THE SAID STORM WATER MANAGEMENT FACILITY THE FOLLOWING COURSES: SOUTH 68° 39' 09" WEST, 298.78' TO AN INACCESSIBLE CORNER; NORTH 80° 04' 08" WEST, 388.82' TO AN INACCESSIBLE CORNER; NORTH 41° 39' 48" WEST, 258.51' TO AN INACCESSIBLE CORNER; NORTH 53° 47' 37" WEST, 117.46' TO PIN; SOUTH 81° 29' 52" WEST, 318.00' TO A PIN; NORTH 75° 44' 52" WEST, 103.62' TO AN INACCESSIBLE CORNER; NORTH 69° 11' 09" WEST, 100.43' TO A PIN; NORTH 89° 46' 08" WEST, 170.19' TO A PIN; NORTH 75° 58' 36" WEST, 100.89' TO A PIN; NORTH 58° 04' 26" WEST, 66.00' TO APIN AT AN ANGLE POINT SOUTH OF WILD DUCK LANE RIGHT OF WAY AS REFERENCED IN THE SAID CLERK'S OFFICE IN INSTRUMENT NUMBER 100006141; THENCE, HEADING SOUTHWESTERLY TOWARD VIRGINIA STATE ROUTE 164 RIGHT OF WAY, AS REFERENCED IN THE SAID CLERK'S OFFICE IN DEED BOOK 968 AT PAGE 3Hl, SOUTH 67° 32' 22" WEST, 358.39' TO A PIN AT AN INTERSECTION POINT ON THE NORTH LINE OF THE WYATT DRIVE RIGHT OF WAY (FORMERLY LAKE KINGMAN SERVICE ROAD) AS REFERENCED IN THE STATE HIGHWAY PLANS FOR PROJECT NUMBER 164-124-102, RW-203, THE SOUTHERLY LINE OF SAID WILD DUCK LANE RIGHT OF WAY AND THE SOUTHWEST PROPERTY CORNER FOR PORTSMOUTH GENCO LLC (FORMERLY COGENTRIX), TAX PARCEL 07190030 AS REFERENCED IN SAID CLERK'S OFFICE IN DEED BOOK 980 AT PAGE 671; THENCE, ALONG THE SAID WILD DUCK LANE RIGHT OF WAY NORTH 63°10'04" EAST, 202.93' TO A PIN; THENCE, CONTINUING ALONG SAID WILD DUCK LANE RIGHT OFWAYNORm 61°44'54" EAST, 1015.65' TO APIN; THENCE, CONTINUING TO FOLLOW THE SAID WILD DUCK LANE RIGHT OF WAY ALONG A CURVE TO ffiE RIGHT WITH A RADIUS OF 335.00' AT AN ARC OF 107.79' TO A PIN; THENCE, CONTINUING ALONG THE SAID WILD DUCK LANE RIGHT OF WAY ALONG A CURVE TO THE RIGHT WITH A RADRJS 87.00'

AT AN ARC OF 29.33' ALONG A CHORD BEARING OF NORTH 89°50'26" EAST AT A CHORD OF 29.19' TO A PIN; THENCE, CONTINUING ALONG THE SAID WILD DUCK LANE RIGHT OF WAY SOUTH 80°30'10" EAST, 71.27' TO A PIN; THENCE, ALONG A CURVE TO THE LEFT WITH A RADIUS OF 113.00' AT AN ARC OF 30.71' TO A PIN; THENCE, CONTINUING ALONG THE SAID WILD DUCK LANE RIGHT OF WAY NORTH 83°55'36" EAST, 96.63' TO A PIN AT THE INTERSECTION WITH THE WESTERLY LINE OF THE SAID PORTSMOUTH GENCO LLC (FORMERLY COGENTRIX) TAX PARCEL 07190020; THENCE, ALONG THE WESTERLY LINE OF THE SAID PORTSMOUTH GENCO LLC (FORMERLY COGENTRIX) PROPERTY SOUTH 42°03'52" EAST, 1027.87' TO THE POINT OF

PARCEL2

BEGINNING AT A PIN ( N:3,487,075.72, E:12,108,582.ll) ON THE NORTHERLY LINE OF THE APM TERMINALS VIRGINIA, INC. PROPERTY, AS REFERENCED IN THE CLERK'S OFFICE IN CIRCUIT COURT OF THE CITY OF PORTSMOUTH, VIRGINIA IN INSTRUMENT NUMBER 017149, AT THE EASTERLY LINE OF THE COAST GUARD BOULEVARD RIGHT OF WAY AS REFERENCED IN THE SAID CLERK'S OFFICE IN MAP BOOK 8 AT PAGE 15 AND THE INTERSECTION OF THE UNITED STATES COAST GUARD PROPERTY AS REFERENCED IN SAID CLERK'S OFFICE IN DEED BOOK 504 AT PAGE 414; THENCE, ALONG THE SOUTHERLY LINE OF THE SAID COAST GUARD PROPERTY NORTH 86° 15' 20" EAST,2,460.58' TO A POINT AT APPROXIMATE MEAN LOWWATERAS ESTABLISHED ON JUNE 7, 2010; THENCE, ALONG SAID APPROXIMATE MEAN LOW WATER THE FOLLOWING COURSES: SOUTH 52° 04' 55" EAST, 61.69'; SOUTH 44° 53' 41" EAST, 86.48'; NORTH 75° 24' 25" EAST, 35.81' TO A POINT ON A SHEET PILE BULKHEAD WffiCH IS HEADING SOUTHEASTERLY; THENCE, ALONG SAID SHEET PILE BULKHEAD THE FOLLOWING COURSES: SOUTH 76° 54' 47" EAST, 93.85'; SOUTH 29° 05' 06" EAST, 58.69'; SOUTH 31° 25' 39" EAST, 61.16' TO THE NORTHERLY FACE OF THE CONCRETE BULKHEAD OF THE PIER FOR THE APM TERMINALS; THENCE, ALONG THE CONCRETE BULKHEAD AT NORTH 75° 51' 46" EAST, 115.60' TO A POINT AT AN ANGLE RIGHT ON SAID CONCRETE BULKHEAD; THENCE, ALONG SAID CONCRETE BULKHEAD AT SOUTH 13° 59' 36" EAST, 278.23' TO A POINT AT THE NORTHERLY PROPERTY LINE OF APM TERMINALS VIRGINIA, INC. PARCEL 1 AS REFERENCED IN SAID CLERK'S OFFICE IN .INSTRUMENT NUMBER 017873; THENCE, ALONG THE NORTHERLY LINE OF THE SAID PARCEL 1 PROPERTY THE FOLLOWING COURSES: SOUTH 86° 15' 20" WEST, 1,061.11' TO A PIN; SOUTH 59° 02' 02" WEST, 685.34' TO A PIN; SOUTH 86° 15' 20" WEST, 2,525.17' TO A PIN ON THE EASTERLY LINE OF THE SAID COAST GUARD BOULEVARD RIGHT OF WAY; THENCE, ALONG THE EASTERLY LINE OF THE SAID COAST GUARD BOULEVARD RIGHT OF WAY NORTH 49° 25' 40" EAST, 802.74' TO A PIN IN CONCRETE; THENCE, CONTINUING ALONG THE EASTERLY LINE OF THE SAID COAST GUARD

BOULEVARD RIGHT OF WAY ON A CURVE TO THE RIGHT WITH A RADIUS OF 642.00' AT AN ARC OF 130.68'; THENCE, CONTINUING ALONG THE SAID COAST GUARD BOULEVARD RIGHT OF WAY NORTH 61° 05' 25" EAST, 592.26' TO THE POINT OF BEGINNING.

BEGINNING AT A PIN (N: 3,483,914.70, E: 12,104,593.76), AT THE INTERSECTION OF THE SOUTHERLY LINE OF THE VIRGINIA STATE ROUTE 164 RIGHT OF WAY, AS REFERENCED IN THE CLERK'S OFFICE OF THE CIRCUIT COURT OF THE CITY OF PORTSMOUTH, VIRGINIA IN DEED BOOK 968 AT PAGE 310 AND THE EASTERLY LINE OF THE 30' CITY OF NORFOLK RAW WATER RIGHT OF WAY, AS REFERENCED IN THE SAID CLERK'S OFFICE IN DEED BOOK 540 AT PAGE 305; THENCE, SOUTH 89° 41' 53" EAST, 167.86' TO A VDOT MONUMENT; THENCE, CONTINUING ALONG SAID SOUTHERLY LINE OF THE VIRGINIA STATE ROUTE 164 RIGHT OF WAY SOUTH 74° 45' 18" EAST,U08.68' TO A PIN AT THE INTERSECTION OF THE SAID SOUTHERLY LINE OF THE VIRGINIA STATE ROUTE 164 RIGHT OF WAY AND THE PROPERTY OF EASTERN MEDICAL TRANSPORT, INC. AS REFERENCED IN SAID CLERK'S OFFICE IN DEED BOOK 1072 AT PAGE 104; THENCE, ALONG THE NORTHERLY PROPERTY LINE OF SAID EASTERN MEDICAL TRANSPORT, INC. SOUTH 85° 28' 40" WEST, 203.93' TO A DISKIN CONCRETE ALONG THE PROPERTY OF COMMONWEALTH RAILWAY, INC. ,AS REFERENCED IN THE SAID CLERK'S OFFICE IN INSTRUMENT NUMBER 060021381; THENCE, SOUTH 82° 59' 40" WEST, 138.18' TO A DISK IN CONCRETE AT THE INTERSECTION OF SAID COMMONWEALTH RAILWAY, INC. PROPERTY AND THE MARY WELLFORD JOHNSON PROPERTY AS REFERENCED IN THE SAID CLERK'S OFFICE IN WILL BOOK W001511; THENCE, ALONG THE NORTHERLY PROPERTY LINE OF THE SAID MARY WELLFORD JOHNSON PROPERTY SOUTH 78° 41'49" WEST,325.39' TO A PINON THE NORTHERLY LINE OF THE COMMONWEALTH RAIL WAY, INC. RIGHT OF WAY, AS REFERENCED IN THE SAID CLERK'S OFFICE IN DEED BOOK 829 AT PAGE 255; THENCE, ALONG THE SAID NORTHERLY LINE OF THE COMMONWEALTH RAILWAY, INC. RIGHT OF WAYNORTH80"31'21" WEST, 35.91' TO A PIN; THENCE, CONTINUING ALONG THE SAID NORTHERLY LINE OF THE COMMONWEALTH RAILWAY, INC. RIGHT OF WAY ON A CURVE TO THE LEFT WITH A RADIUS OF 1,935.08' AT AN ARC OF 1,291.52' TO A PL~; THENCE, CONTINUING ALONG THE SAID NORTHERl .. Y LINE OF THE COMMONWEALTH RAILWAY, INC. RIGHT OF WAY SOUTH 61°14'13" WEST, 112.65' TO A PIN AT THE INTERSECTION WITH THE EASTERLY LINE OF THE SAID 30' CITY OF NORFOLK RAW WATER RIGHT OF WAY; THENCE, ALONG THE EASTERLY LINE OF THE SAID 30' CITY OF NORFOLK RAW WATER RIGHT OF WAY THE FOLLOWING COURSES: A CURVE TO THE LEFT WITH A RADIUS OF 1,447.69' AT AN ARC OF 298.39' ALONG A CHORD BEARING NORTH 55°19'57" EAST AT A CHORD OF 297.86' TO A PIN; NORTH 49°25'40" EAST, 738.50' TO THE

POINT OF BEGINNING.

PARCEL3A

BEGINNING AT A PIN (N: 3,483,496.40, E: 12,105,025.74) ON THE NORTHEAST CORNER OF THE APM TERMINALS VIRGINIA INC. PROPERTY TAX PARCEL 07210160, AS REFERENCED IN THE CLERK'S OFFICE OF THE CIRCUIT COURT OF THE CITY OF PORTSMOUTH, VIRGINIA IN INSTRUMENT NUMBER 017873 AT THE INTERSECTION OF THE SOUTHERLY LINE OF THE COMMONWEALTH RAILWAY, INC. RIGHT OF WAY, AS REFERENCED IN THE SAID CLERK'S OFFICE IN DEED BOOK 829 AT PAGE 255, AND THE PROPERTY OF JEAN L. MARTIN, AS REFERENCED AT THE SAID CLERK'S OFFICE IN INSTRUMENT NUMBER 060004097; THENCE, SOUTH 72°20'00" WEST, 722.31' TO A PIN AT THE NORTHERLY LINE OF THE CHARLES H. GUOT, IV PROPERTY, AS REFERENCED IN THE SAID CLERK'S OFFICE IN INSTRUMENT NUMBER 110001910, AND THE EASTERLY LINE OF THE CITY OF PORTSMOUTH, VIRGINIA PROPERTY, AS REFERENCED IN THE SAID CLERK'S OFFICE IN DEED BOOK 531 AT PAGE 183; THENCE, ALONG THE SAID EASTERLY LINE OF THE CITY OF PORTSMOUTH PROPERTY NORTH 06°21 '00" WEST, 164.64' TO A PIN ON THE SOUTHERLY LINE OF THE SAID COMMONWEALTH RAILWAY, INC. RIGHT OF WAY; THENCE, ALONG THE SAID SOUTHERLY LINE OF THE COMMONWEALTH RAILWAY, INC. RIGHT OF WAY ON A NON-TANGENT CURVE TO THE RIGHT WITH A RADIUS OF 1,885.08' AT AN ARC OF 712.88' ALONG A CHORD BEARING OF NORTH 85°30'07" EAST AT A CHORD OF 708.64' TO THE POINT OF BEGINNING.

PARCEL3B

BEGINNING AT A PIN (N: 3,483,914.94, E: 12,104,547.91) AT THE INTERSECTION OF THE SOUTHERLY LINE OF THE VIRGINIA STATE ROUTE 164 RIGHT OF WAY, AS REFERENCED IN THE CLERK'S OFFICE OF THE CIRCUIT COURT OF THE CITY OF PORTSMOUTH, VIRGINIA IN DEED BOOK 968 AT PAGE 310, AND THE WESTERLY LINE OF THE 30' CITY OF NORFOLK RAW WATER RIGHT OF WAY, AS REFERENCED IN THE SAID CLERK'S OFFICE IN DEED BOOK 540 AT PAGE 305; THENCE, ALONG THE SAID WESTERLY LINE OF THE 30' CITY OF NORFOLKRAWWATERRIGHT OF WAY SOUTH 49°25'40" WEST, 530.53' TO A PIN INTERSECTING THE EASTERLY LINE OF THE VIRGINIA ELECTRIC AND POWER COMPANY PROPERTY, AS REFERENCED IN THE SAID CLERK'S OFFICE IN DEED BOOK 561 AT PAGE 290; THENCE, ALONG THE SAID VIRGINIA ELECTRIC AND POWER COMPANY PROPERTY NORTH 01°56'47" WEST, 257.59' TO A VDOT MONUMENT AT THE SAID SOUTHERLY LINE OF THE VIRGINIA STATE ROUTE 164 RIGHT OF WAY; THENCE, ALONG THE SAID SOUTHERLY LINE OF THE VIRGINIA STATE ROUTE 164 RIGHT OF WAY NORTH 72°22'42" EAST, 291.76' TO A VDOT MONUMENT; THENCE, ALONG THE SAID SOUTHERLY LINE OF THE VIRGINIA STATE ROUTE 164 RIGHT OF WAY SOUTH 89°41'53"

EAST, TO THE POINT OF BEGINNING.

PARCEL4

BEGINNING AT A POINT AT THE INTERSECTION (N:3,483,189.18, E:12,106,874.27) OF THE SOUTHERN SIDE OF COMMONWEALTH RAILWAY INC. RIGHT OF WAY(FORMERL Y ATLANTIC DANVILLE RAILROAD/ NORFOLK & WESTERN RAILROAD) AS RECORDED IN THE CLERK'S OFFICE OF THE CIRCUIT COURT OF THE CITY OF PORTSMOUTH, VIRGINIA, IN DEED BOOK 829 AT PAGE 255 AND THE NORTHERLY SIDE OF WEST NORFOLK ROAD RIGHT OF WAY AS RECORDED IN SAID CLERK'S OFFICE IN MAP BOOK 14 AT PAGE 166; THENCE, ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 1,885.08' AT AN ARC OF 327.76' AND A CHORD BEARING OF SOUTH 73° 15' 54" EAST AND A CHORD OF 327.34' TO A PIN ALONG THE SAID RAILROAD RIGHT OF WAY; THENCE, CONTINUING ALONG SAID RAILROAD RIGHT OF WAY SOUTH 68° 17' 03" EAST, 5.07' TO A PIN; THENCE, HEADING SOUTHWESTERLY TOWARD THE SAID NORTHERLY LINE OF WEST NORFOLK ROAD RIGHT OF WAY SOUTH 25° 34' 47" WEST, 50.67' TO A PIN ON THE SAID NORTHERLY LINE OF WEST NORFOLK ROAD RIGHT OF WAY; THENCE, ALONG SAID NORTHERLY LINE OF WEST NORFOLK ROAD RIGHT OF WAY NORTH 64° 25' 13" WEST, 328.51' TO THE POINT OF BEGINNING.

IT BEING a portion of the same property conveyed to APM Terminals, Inc. by Limited Warranty Deed dated September 10,2001 and recorded September 14,2001 in the Clerk's Office of the Circuit Court of the City of Portsmouth, Virginia as Document No. 012734. Correction recorded December 19, 2001 as Document No. 017873 correcting Grantor name to APM Terminals Virginia, Inc.

IT BEING a portion of the same property conveyed to APM Terminals, Inc., a Virginia corporation by Deed from Virginia Holding Corporation, a Virginia corporation, dated December 3, 2001 and recorded Detember 6, 2001 in the Clerk's Office of the Circnit Court ofthe City of Portsmouth, Virginia as Document No. 017148.

lT BEING a portion of the same property conveyed to APM Terminals, Inc., a Virginia corporation by Deed from Virginia Holding Corporation, a Virginia corporation, dated December 3, 2001 and recorded December 6, 20tH in the Clerk's Office of the Circuit Court ofthe City ofPortsmoutb, Virginia as Document No. 017149.

APM Terminals Virginia, Inc. changed name to Virginia International Gateway, Inc. pursuant to Certificate of Amendment recorded September 3, 2014 as Document No. 140008257.

ExhibitB to Amended and Restated Deed of Easement Agreement

DOMINANT PARCELS

"Lease Area APM -A"

BEGINNING AT A POINT ON THE SOUTHEASTERN MOST CORNER OF THE CONCRETE BULKHEAD AT THE APM TERMINALS IN PORTSMOUTH, VIRGINIA, PRIOR TO FUTURE DEVELOPMENT OF THE CONCRETE BULKHEAD, HEADING ALONG THE WESTERLY CONCRETE BULKHEAD AT THE FOLLOWING COURSES: SOUTH 76° 02' 58" WEST, 3.99'; SOUTH 11° 46' 03" EAST, 8.12'; SOUTH 82° 21' 43" WEST, 13.26'; NORTH 18° 51' 19" WEST, 6.68'; SOUTH 76° 02' 58" WEST, 188.12' TO A POINT ON A LINE HEADING NORTHWESTERLY OFF THE CONCRETE BULKHEAD; THENCE, ALONG SAID NORTHWESTERLY LINE AT NORTH l1° 05' 45" WEST, 4.41' TO A POINT ON A LINE OFFSET 1' OUTSIDE THE EXISTING FENCE; THENCE, ALONG SAID 1' OFFSET LINE AT THE FOLLOWING COURSES: NORTH 28° 54' 42" EAST, 6.52'; NORTH 14° 03' 20" WEST, 153.12'; NORTH 61° 17' 28" WEST, 46.49'; SOUTH 76° 01' 07" WEST, 269.77'; SOUTH 11° 52' 16" EAST, 8.41'; SOUTH 76° 39' 49" WEST, 51.35'; NORTH 13° 32' 44" WEST, 28.44'; SOUTH 76° 20' 51" WEST, 213.06' TO A POINT AT THE INTERSECTION OF THE SAID 1' OFFSET LINE AND THE EASTERLY PROPERTY LINE FOR COGENTRIX AS RECORDED IN THE CLERK'S OFFICE OF THE CIRCUIT COURT IN THE CITY OF PORTSMOUTH, VIRGINIA IN DEED BOOK 980 AT PAGE 667 OR MAP BOOK 13 AT PAGE 199; THENCE, ALONG SAID PROPERTY LINE AT NORTH 17° 23' 42" WEST, 317.08' TO A POINT ON THE NORTHERLY COGENTRIX PROPERTY LINE; THENCE, ALONG SAID PROPERTY LINE AT SOUTH 82° 49' 38" WEST, 950.06' TO A POINT AT THE INTERSECTION OF SAID NORTHERLY COGENTRIX PROPERTY LINE AND THE RIGHT OF WAY END FOR THE FUTURE WILD DUCK LANE WAY DEDICATION; THENCE, ALONG SAID RIGHT OF WAY END FOR THE FUTURE WILD DUCK LANE DEDICATION AT NORTH 06° 04' 24" WEST, 44.08' TO A POINT ON THE NORTHERLY LINE OF THE FUTURE WILD DUCK LANE RIGHT OF WAY DEDICATION; THENCE, ALONG SAID FUTURE NORTHERLY WILD DUCK LANE RIGHT OF WAY DEDICATION AT THE FOLLOWING COURSES: SOUTH 83° 55' 36" WEST, 292.72' TO A POINT ON A CURVE TO THE LEFT; THENCE, ALONG SAID CURVE WITH A RADIUS OF 385.00' AT AN ARC LENGTH OF 149.03'; THENCE, CONTINUING ALONG SAID FUTURE RIGHT OF WAY AT SOUTH 61° 44' 54" WEST, 1,047.44' TO A POINT ON A CURVE TO THE RIGHT; THENCE, ALONG SAID CURVE WITH A RADIUS OF 375' AT AN ARC LENGTH OF 467.94' TO A POINT ON A CURVE TO THE LEFT; THENCE, ALONG SAID CURVE WITH A RADIUS OF 325.00' AT AN

ARC LENGTH OF 108.93'; THENCE, CONTINUING ALONG SAID FUTURE NORTHERLY RIGHT OF WAY DEDICATION AT NORTH 65° 57' 38" WEST, 13.91' TO A POINT ON A CURVE TO THE LEFT; THENCE, ALONG SAID CURVE WITH A RADIUS OF 375.00' AT AN ARC Lb"'NGTH OF 127.73' TO A POINT AT THE INTERSCECTION OF THE SAID FUTURE NORTHERLY WILD DUCK LANE RIGHT OF WAY DEDICATION AND A LINE THAT IS 10' OFFSET WESTERLY OF THE WESTERLY EDGE OF PAVE AT THE APM TERMINALS ENTRANCE; THENCE, ALONG SAID OFFSET UNE AT NORTH 19° 55' 31" EAST, 213.80' TO A POINT ON A CURVE TO THE LEFT FOLLOWING THE 10' OFFSET OF THE WESTERLY EDGE OF PAVEMENT AS IT TURNS TOWARD THE OPERATIONS BUILDING PARKING LOT; THENCE, ALONG SAID CURVE WITH A 40.00' RADIUS AT AN ARC LENGTH OF 40.93'; THENCE, CONTINUING ALONG SAID 10' OFFSET LINE THE FOLLOWING COURSES: NORTH 38° 42' 04" WEST, 151.26' TO A CURVE TO THE RIGHT; THENCE, ALONG SAID CURVE WITH A RADIUS OF 190.00' AT AN ARC LENGTH OF 337.81'; NORTH 63° 10' 07" EAST, 378.46' TO A POINT ON A CURVE TO THE LEFT; THENCE, ALONG SAID CURVE WITH A RADIUS OF 140.00' AT AN ARC LENGTH OF 98.32'; NORTH 22° 55' 57" EAST, 50.50' TO A POINT ON A CURVE TO THE RIGHT; THENCE, ALONG SAID CURVE WITH A RADIUS OF 60.00' AT AN ARC LENGTH OF 71.17'; SOUTH 89° 06' 20" EAST, 41.60'; NORTH 62° 32' 40" EAST, 95.51' TO A POINT AT THE INTERSECTION OF THE SAID 10' WESTERLY OFFSET OF THE EDGE OF PA YEMENI WITH A LINE OFFSET 10' WESTERLY OF THE FENCE ON THE WESTERLY SIDE OF THE APM TERMINALS; THENCE, ALONG SAID 10' OFFSET OF THE FENCE THE FOLLOWING COURSES: NORTH 14° 16' 53" WEST, 644.40'; SOUTH 76° 19' 57" WEST, 47.49'; NORTH 14° 01' 59" WEST, 298.66' TO A POINT AT THE INTERSECTION OF SAID 10' OFFSET LINE AND THE NORTHERLY 30' OFFSET OF THE SMALL SECTION OF FENCE AT THE NORTH END OF THE TANK STORAGE AREA; THENCE, ALONG SAID 30' OFFSET LINE AT NORTH 76° 00' 59" EAST, 46.92' TO A POINT AT THE INTERSECTION OF THE SAID 30' FENCE OFFSET LINE AND A 10' WESTERLY OFFSET LINE OF THE FENCE ON THE WESTERLY SIDE OF THE APM TERMINALS; THENCE, ALONG SAID 10' OFFSET LINE AT THE FOLLOWING COURSES: NORTH 14" 00' 51" WEST, 868.05'; SOUTH 75" 56' 09" WEST, 46.20'; NORTH 13" 56' 15" WEST, 260.77'; SOUTH 76° 05' 01" WEST, 1,392.53'; SOUTH 68° 00' 24" WEST, 63.40' TO A POINT AT THE INTERSECTION OF THE SAID 10' OFFSET LINE AND A 1' WESTERLY OFFSET LINE OF THE FENCE AT Tim SOUTHWESTERN MOST POINT IN THE INTER-MODAL YARD; THENCE, ALONG SAID 1' OFFSET LINE AT NORTH 40" 19' 17" WEST, 60.73' TO A POINT ON THE EASTERLY COAST GUARD BOULEY ARD RIGHT OF WAY AS RECORDED IN THE SAID CLERK'S OFFICE IN MAP BOOK 8 AT PAGE 18 AND REFERENCED BALDWIN AND GREGG, LTD., JULY 20, 2001 ALTA SURVEY FROM INSTRUMENT NUMBER 017873; THENCE ALONG SAID EASTERLY COAST GUARD BOULEVARD RIGHT OF WAY AT NORTH 49° 25' 40" EAST, 425.83' TO A POINT AT THE INTERSECTION OF THE SAID EASTERLY COAST GUARD BOULEY ARD RIGHT OF WAY AND THE PROPERTY LINE DIVIDING APM BETWEEN NORTH AND SOUTH TRACTS SITUATED APPROXIMATELY ON THE SOUTH SIDE OF THE INTER-MODAL YARD; THENCE, CONTINUING ALONG SAID EASTERLY COAST GUARD BOULEVARD RIGHT OF WAY AT NORTH 49" 25' 40"

EAST, 802.74' TO A POINT ON A CURVE TO THE RlGHT; THENCE, ALONG SAID CURVE WITH A RADIUS OF 642.00' AT AN ARC LENGTH OF 130.68'; THENCE, CONTINUING ALONG THE SAID EASTERLY COAST GUARD BOULEVARD RIGHT OF WAY AT NORTH 61" 05' 25" EAST, 592.26' TO A POINT AT THE SOUTHERLY PROPERTY LINE OF THE UNITED STATES COAST GUARD AS RECORDED IN SAID CLERK'S OFFICE IN DEED BOOK 550 AT PAGE 563; THENCE, ALONG SAID SOUTHERLY UNITED STATES COAST GUARD PROPERTY LINE AT NORTH 86" 15' 20" EAST, 508.49' TO A POINT AT THE INTERSECTION OF THE SAID SOUTHERLY UNITED STATES COAST GUARD PROPERTY LINE AND LINE AT A 1' EASTERLY OFFSET OF THE FENCE ON THE EAST SIDE OF THE STORMWATER MANAGEMENT FACILITY IN THE INTER-MODAL YARD; THENCE, HEADING SOUTHEASTERLY ALONG SAID 1' OFFSET LINE AT SOUTH 12" 48' 52" EAST, 225.89' TO A POINT AT THE ANGLE TO THE LEFT OF THE SAID I' OFFSET LINE AS IT CONTINUES ALONG THE NORTH SIDE OF THE INTER-MODAL YARD; THENCE, ALONG SAID 1' OFFSET LINE THE FOLLOWING COURSES: NORTH 75° 56' 49" EAST, 407.21'; NORTH 12" 08' 43" WEST, 16.82'; NORTH 75" 27' 21" EAST, 45.78'; SOUTH 16" 27' 53" EAST, 17.25'; NORTH 75" 49' 16" EAST, 73.07'; NORTH 13° 14' 55" EAST, 50.52'; NORTH 15" 51' 07" EAST, 6U4'; NORTH 86" 08' 52" EAST, 613.67'; NORTH 03" 27' 41" WEST, 14.93'; NORTH 85" 44' 24" EAST, 18.44'; SOUTH 03° 06' 27" EAST, 15.13'; NORTH 86° 05' 00" EAST, 48.44'; NORTH 82" 59' 32" EAST, 42.35'; NORTH 79" 14' 34" EAST, 47.78'; SOUTH 14" 12' 59" EAST, 355.56' TO A POINT AT THE INTERSECTION OF THE SAJD 1' OFFSET LINE AND THE NORTHERLY EDGE OF THE CONCRETE BULKHEAD; THENCE, ALONG SAID NORTHERLY BULKHEAD LINE THE FOLLOWING COURSES: NORTH 75" 56' 08" EAST, 620.77'; NORTH 14" 05' 43" WEST, 59.37'; NORTH 76" 06' 03" EAST, 95.03'; SOUTH 14" 06' 33" EAST, 77.24'; NORTH 75" 51' 46" EAST, 88.74'; NORTH 13" 43' 16" WEST, 8.41 '; NORTH 76" 03' 51" EAST, 19.70'; SOUTH l7° 02' 06" EAST, 8.35'; NORTH 75" 51' 46" EAST, 79.27' TO A POINT AT THE INTERSECTION OF THE NORTHERLY EDGE OF CONCRETE BULKHEAD AND THE WESTERLY EDGE OF THE WALK WAY HEADING NORTHERLY TOWARDS THE DOLPHINS, THENCE, ALONG SAID WESTERLY EDGE OF WALK WAY AT NORTH 14" 37' 26" WEST, 55.55' TO A POINT ON THE WESTERLY SIDE OF THE FIRST CONCRETE DOLPHIN; THENCE, ALONG SAID WESTERLY EDGE OF DOLPHIN THE FOLLOWING COURSES: NORTH 44" 53' 16" WEST, 13.33'; NORTH 45° 48' 24" EAST, 8.16' TO A POINT ON THE SAID WESTERLY EDGE OF WALK WAY; THENCE, ALONG SAID WALK WAY AT NORTH 14" 25' 34" WEST, 47.16' TO A POINT ON THE WESTERLY EDGE OF ANOTHER CONCRETE DOLPHIN; THENCE, AROUND SAID CONCRETE DOLPHIN THE FOLLOWING COURSES: NORTH 44" 37' 57" WEST, 13.21 '; NORTH 45° 58' 56" EAST, 23.42'; SOUTH 43° 35' 33" EAST, 23.20'; SOUTH 46" 01' 36" WEST, 23.00'; NORTH 44" 37' 57" WEST, 3.96' TO A POINT ON THE EASTERLY SIDE OF THE WALK WAY EXTENDING OUT TO THE CONCRETE DOLPHINS; THENCE, HEADING SOUTHERLY ALONG SAID EASTERLY EDGE OF WALK WAY AT SOUTH 14" 24' 12" EAST, 40.25' TO A POINT ON THE EASTERLY EDGE OF THE SOUTHERLY CONCRETE DOLPHIN; THENCE, ALONG SAID EASTERLY EDGE OF SOUTHERLY CONCRETE DOLPHIN AT THE FOLLOWING COURSES: NORTH 45" 48' 24" EAST, 11.81'; SOUTH 43° 43' 43"

EAST, 23.19'; SOUTH 45° 54' 40" WEST, 22.96'; NORTH 44° 53' 16" WEST, 3.83' TO THE SAID EASTERLY EDGE OF WALKWAY; THENCE, ALONG SAID EASTERLY EDGE OF WALK WAY AT SOUTH 14° 35' 52" EAST, 50.39' TO THE NORTHERLY FACE OF THE CONCRETE BULKHEAD; THENCE, ALONG SAID NORTHERLY FACE OF CONCRETE BULKHEAD THE FOLLOWING COURSES: NORTH 75° 51' 46" EAST, 9.54'; NORTH 13° 34' 08" WEST, 7.84'; NORTH 76° 09' 33" EAST, 7.68'; SOUTH 17° 01' 45" EAST, 7.81'; NORTH 75"' 51' 46" EAST, 10.06' TO A POINT AT AN ANGLE TO TliE RIGHT ON THE CONCRETE BULKHEAD, TURNING DOWN THE EASTERLY EDGE OF THE CONCRETE BULKHEAD; THENCE, ALONG SAID EASTERLY EDGE OF THE CONCRETE BULKHEAD AT SOUTH 13° 59' 36" EAST, 3099.70' TO A POINT AT AN ANGLE RIGHT ON THE CONCRETE BULKHEAD AND THE BEGINNING OF LEASE AREA APM II LAND·D; THENCE, HEADING SOUTHEASTERLY AWAY FROM EXISTING BULKHEAD, ALONG EASTERLY EDGE OF FUTURE DEVELOPMENT AREA, AT SOUTH 14° 00' 31" EAST, 651.72' TO A POINT AT THE ANGLE POINT OF SAID FUTURE DEVELOPMENT AREA; THENCE, SOUTH 75° 52' 48" WEST, 27.75 TO A POINT AT THE EASTERLY EDGE OF THE FUTURE WALK WAY TO THE DOLPHINS IN THE SAID FUTURE DEVELOPMENT AREA; THENCE, ALONG SAID FUTURE WALK WAY AT SOUTH 13° 23' 40" EAST, 50.18' TO THE EASTERLY EDGE OF FUTURE DOLPHIN IN SAID FUTURE DEVELOPMENT AREA; THENCE, NORTH 16° 53' 44" EAST, 3.83' TO ANGLE POINT IN SAID FUTURE DOLPHIN; THENCE, SOUTH 73° 54' 1 I" EAST, 22.96' TO ANGLE POINT IN SAID FUTURE DOLPHIN; THENCE, SOUTH 15° 44' 11" WEST, 23.19' TO ANGLE POINT IN SAID FUTURE DOLPHIN; THENCE, NORTH 73o 47' 56" WEST, 11.81' TO THE EASTERLY EDGE OF SAID FUTURE WALK WAY; THENCE, ALONG SAID WALK WAY AT SOUTH 13° 35' 20" EAST, 40.25' TO ANOTHER FUTURE DOLPHIN IN SAID FUTURE DEVELOPMENT AREA; THENCE, ALONG SAID DOLPHIN AT NORTH 16" 38' 26" EAST, 3.96'; SOUTH 74" 01' 08" EAST, 23.00'; SOUTH 15° 36' 02" WEST, 23.20'; NORTH 73° 58' 28" WEST, 23.42'; NORTH 16° 38' 26" EAST, 13.21' TO A POINT ON THE WESTERLY EDGE OF FUTURE WALK WAY FOR DOLPHINS IN SAID FUTURE DEVELOPMENT AREA; THENCE, ALONG SAID WESTERLY EDGE AT NORTH 13° 33' 57" WEST, 47.16' TO THE WESTERLY EDGE OF FUTURE DOLPHIN IN SAID FUTURE DEVELOPMENT AREA; THENCE, ALONG SAID WESTERLY EDGE OF FUTURE DOLPHIN AT NORTH 73° 47' 56" WEST, 8.16'; NORTH 16° 53' 44" EAST, 13.33' TO THE SAID WESTERLY EDGE OF FUTURE WALK WAY; THENCE, ALONG SAID WESTERLY EDGE AT NORTH 13° 22' 06" WEST, 55.32' TO THE SOUTHERLY FACE OF FUTURE CONCRETE BULKHEAD IN SAID FUTURE DEVELOPMENT AREA; THENCE, ALONG SAID SOUTHERLY FUTURE FACE OF CONCRETE BULKHEAD AT SOUTH 75° 52' 48" WEST, 85.70' TO THE POINT OF BEGINNING. IT BEING THE INTENT THAT LEASE AREA APM II LAND-O EMBRACE THE FUTURE CONCRETE BULKHEAD, THE FUTURE DOLPHINS AND FUTURE WALKWAYS AS CONSTRUCTED, WITH CONSIDERATION THAT THE ABOVE METES AND BOUNDS DESCRIPTION MAY VARY FROM THE FUTURE FINAL AS-BUILT CONDITIONS.

SAID LEASE AREA APM-A CONTAINS 12,450,263 SQUARE FEET OR285.819 ACRES.

"Lease Area APM- B"

STARTING AT A TIE POINT AT THE INTERSECTION OF THE NORTHWEST CORNER OF THE CONGENTRIX PROPERTY (N:3,483,569.84, E: 12,110,254.44) AND THE APM TERMINALS PROPERTY, THEN HEADING SOUTHWESTERLY ALONG A TIE LINE AT SOUTH 77° 26' 29" WEST, 166.14' TO THE POINT OF BEGINNING FOR THE STORM WATER MANAGEMENT FACILITY SOUTH OF FUTURE WILD DUCK LANE KNOWN AS LEASE AREA APM-B; THENCE, SOUTH 55° 16' 59" WEST, 239.94' TO A POINT APPROXIMATELY 23' NORTH OF THE NORTHERLY TOP OF BANK FOR SAID STORM WATERMANAGEMENT FACILITY; THENCE, SOUTH 61° 27' 29" EAST, 264.19' TO A POINT ON THE 20' OFFSET NORTH OF THE NORTHERLY LINE OF THE TOP OF BANK FOR SAID STORM WATER MANAGEMENT FACILITY; THENCE, ALONG SAID OFFSET LINE AT THE FOLLOWING COURSES: SOUTH 67° 20' 45" EAST, 204.48'; SOUTH 57° 19' 53" EAST, 120.22'; SOUTH 48° 06' 16" EAST, 115.06'; SOUTH 51° 15' 47" EAST, 120.60' TO A CURVE TO THE RIGHT; THENCE, ALONG SAID CURVE WITH A RADIUS OF 82.70' AT AN ARC LENGTH OF 128.51' TO ANOTHER CURVE TO THE RIGHT, S11LL ALONG SAID OFFSET LINE, TO EASTERLY SIDE OF SAID STORM WATER MANAGEMENT FACILITY; THENCE, ALONG SAID CURVE WITH A RADIUS OF 71.71' AT AN ARC LENGTH OF 67.14' TO STILL ANOTHER CURVE TO THE RIGHT; THENCE, ALONG SAID CURVE WITH A RADIUS OF 158.62' AT AN ARC LENGTH OF 59.26' TO A POINT ON THE SAID OFFSET LINE OF THE SOUTHERLY SIDE OF THE SAID STORM WATER MANAGEMENT FACILITY; THENCE, ALONG SAID OFFSET LINE AT TilE FOLLOWING COURSES: NORTH 57° 09' 32" WEST, 81.37'; NORTH 52° 22' 31" WEST, 107.24'; NORTH 55° 22' 17" WEST, 90.62' TO A POINT ON A LINE APPROXIMATELY 20' EAST OF THE EASTERLY EDGE OF THE CONCRETE SPILLWAY FOR THE SAID STORM WATER MANAGEMENT FACILITY; THENCE, ALONG SAID SPILLWAY LINE OFFSET LINE AT SOUTH 29° 42' 44" WEST, 75.85' TO A POINT ON A CURVE TO THE RIGHT; THENCE, ALONG SAID CURVE WITH A RADIUS OF 20.00' AT AN ARC LENGTH OF 29.81' TO A POINT ON A LINE OFFSET 20' SOUTH OF THE SOUTHERLY EDGE OF THE SAID CONCRETE SPILLWAY; THENCE, NORTH 64"' 54' 03" WEST, 131.76' TO A CURVE TO THE RIGHT; THENCE, ALONG SAID CURVE WITH A RADIUS OF 20.00' AT AN ARC LENGTH OF 32.55' AT A POINT ON A LlNE OFFSET 20' WEST OF WESTERLY EDGE OF SAID CONCRETE SPILLWAY; THENCE, ALONG SAID OFFSET LINE AT NORTH 28° 20' 59" EAST, 77.17' TO A POINT ON A 20' OFFSET LINE OF THE SOUTHERLY TOP OF BANK FOR SAID STORM WATER MANAGEMENT FACILITY; THENCE, ALONG SAID OFFSET LINE AT NORTH 83° 53' 28" WEST, 118.70' TO A POINT ON A CURVE TO THE LEFT; THENCE, ALONG SAID CURVE WITH A RADIUS OF 150.00' AT AN ARC OF LENGTH OF 65.94' TO A POINT ON THE SAID SOUTHERLY OFFSET LINE; THENCE, SOUTH 70° 55' 16" WEST, 140.10' TO A POINT ON A CURVE TO THE RIGHT; THENCE, ALONG SAID CURVE WITH A RADIUS OF 200.00' AT AN ARC LENGTH OF 122.05' TO A POINT ON THE SAID SOUTHERLY OFFSET LINE; ALONG SAID OFFSET LINE AT NORTH 74° 06' 52" WEST, 238.19' TO A POINT ON A CURVE TO THE RIGHT; THENCE ALONG SAID CURVE WITH A RADIUS OF 43.00' AT AN ARC LENGTH OF 34.42' TO A LINE HEADING TOWARD THE SOUTHERLY RIGHT OF WAY LINE FOR FUTURE

WILD DUCK LANE RIGHT OF WAY DEDICATION AT THE SOUTHWESTERLY CORNER OF SAID STORM WATER MANAGEMENT FACILITY; THENCE, TOWARD THE SAID SOUTHERLY FUTURE WILD DUCK LANE RIGHT OF WAY DEDICATION AT NORTH 28" 15' 06" WEST, 72.94' TO A POINT ON THE SAID SOUTHERLY EDGE OF FUTURE WILD DUCK LANE RIGHT OF WAY DEDICATION; THENCE, ALONG SAID SOUTHERLY RIGHT OF WAY AT NORTH 61" 44' 54" EAST, 653.53' TO A POINT ON A CURVE TO THE RIGHT; THENCE, ALONG SAID CURVE WITH A RADIUS OF 335.00' AT AN ARC LENGTH OF 107.79' TO A POINT ON ANOTHER CURVE TO THE RIGHT; THENCE, ALONG SAID CURVE WITH A RADIUS OF 87.00' AT AN ARC LENGTH OF 29.33' TO THE POINT OF BEGINNING.

SAID LEASE AREA APM-B CONTAINS 313,018 SQUARE FEET OR 7.186 ACRES.

"Lease Area APM - C"

BEGINNING AT THE INTERSECTION OF APM TERMINALS PROPERTY AND THE SOUTHERLY RIGHT-OF-WAY FOR THE UNITED STATES NAVY RAILROAD AND THE EASTERLY SIDE OF THE 100' VIRGINIA ELECTRIC AND POWER COMPANY RIGHT-OF-WAY (N:3,485,453.98, E:12,104,679.52) HEADED IN SOUTHERLY DIRECTION ALONG A CURVE TO THE LEFT; THENCE, ALONG SAID CURVE WITH A RADIUS OF 523.34' AT AN ARC LENGTH OF 442.46', THIS CURVE CONTAINS A CHORD BEARING OF SOUTH 21° 08' 04" EAST, AND A CHORD DISTANCE OF 429.40' TO A POINT ON THE SOUTHERLY SIDE OF THE SAID NAVY RIGHT-OFWAY; THENCE, ALONG SAID NAVY RIGHT~OF-WAY AT SOUTH 45° 21' 17" EAST, 680.88' TO A POINT ON THE NORTHERLY LINE FOR 30' NORFOLK RAW WATER RIGHT-OF-WAY; THENCE, ALONG SAID NORTHERLY RAW WATER RIGHT-OFWAY AT SOUTH 49° 25' 40" WEST, 236.14' TO A NON TANGENT CURVE TO THE RIGHT ALONG THE NORTHERLY PROPOSED REVISED COAST GUARD BOULEVARD RIGHT-OF-WAY DEDICATION; THENCE, ALONG SAID NON TANGENT CURVE WITH A RADIUS OF 895.00' AT AN ARC LENGTH OF 292.51', THIS CURVE CONTAINS A CHORD BEARING OF SOUTH 73' 48' 54" WEST, AND A CHORD DISTANCE OF 291.21' TO ANOTHER NON TANGENT CURVE TO THE RIGHT SITUATED ON THE NORTHERLY RIGHT-OF-WAY OF VIRGINIA HIGHWAY ROUTE 164; THENCE ALONG SAID CURVE WITH A RADIUS OF 2,476.46' AT AN ARC LENGTH OF 297.98', THIS CURVE CONT.A.INS A CHORD BEARING OF NORTH 78° 14' 27" WEST AND A CHORD DISTANCE OF 297.80' TO A POINT AT THE INTERSECTION OF THE SAID NORTHERLY SIDE OF SAID ROUTE 164 AND THE EASTERLY SIDE OF THE SAID 100' VIRGINIA ELECTRIC AND POWER COMPANY RIGHT-OF-WAY; THENCE, ALONG SAID EASTERLY SIDE OF VIRGINIA ELECTRIC AND POWER COMPANY RIGHT-OF-WAY AT NORTH 06° 04' 10" EAST, 1,047.08'; NORTH 03° 03' 13" EAST, 11.87' TO THE POINT OF BEGINNING.

SAID LEASE AREA APM-C CONTAINS 377,467 SQUARE FEET OR 8.666 ACRES.

"Lease Area APM - D"

BEGINNING AT A POINT AT THE SOUTHWEST CORNER OF THE EXISTING REPAIR AND MAINTENANCE YARD FOR APM TERMINALS, AT THE INTERSECTION OF THE NORTHERLY RIGHT-OF-WAY FOR THE 30' NORFOLK RAW WATER LINE AND THE EASTERLY RIGHT LINE FOR THE UNITED STATES NAVY RAILROAD RIGHT-OF-WAY (N:3,484,633.74, E:12,105,387.37); THENCE, HEADING NORTHWEST ALONG SAID NAVY RIGHT-OF-WAY AT NORTH 45° 21' 17" WEST, 190.66' THENCE, IN A NORTHEASTERLY DIRECTION AWAY FROM THE SAID NAVY RAILROAD RIGHT-OF-WAY AT NORTH 49° 25' 40" EAST, 219.37' TO A POINT ALIGNED WITH THE WEST SIDE OF THE EXISTING DRIVE TO THE REPAIR AND MAINTENANCE YARD; THENCE, HEADING SOUTHEASTERLY AT SOUTH 40° 34' 20" EAST, 190.00' TO A POINT ALONG THE NORTHERLY RIGHT-OF-WAY OF SAID 30' NORFOLK RAW WATER RIGHT-OF-WAY; THENCE, ALONG SAID RIGHT-6F-WAY._AT SOUTFC-49° 25' 40" WEST, 203.47' TO THE POINT OF BEGINNING.

SAID LEASE AREA APM-D CONTAINS 40,170 SQUARE FEET OR 0.922 ACRE.

"Lease Area APM- E"

STARTING AT THE INlERSECTION OF THE SOUlHERLY COAST GUARD BOULEVARD RlGHT-OF-WAY AND THE APM TERMINALS NORTHERLY PROPERTY LINE AND THE SOUTHWEST CORNER OF THE UNITED STATES COAST GUARD PROPERTY (N: 3.487,075.72, E: 12,108,582.11) HEADING SOUTHWESTERLY ALONG A TIE LINE AT SOUTH 14° 09' 38" WEST, 621.68' TO THE POINT OF BEGINNING FOR THE RESERVE AREA AT THE NORTHEAST CORNER WHICH IS THE SAME AS THE NORTIIWEST CORNER OF THE WESTERLY FUTURE DEVELOPMENT AREA IN THE INTER-MODAL YARD; THENCE, ALONG THE EASTERLY EDGE OF THE SAID RESERVE AREA AT SOUTH 14° 01' 06" EAST, 236.74' TO THE SOUTHEAST CORNER OF SAID RESERVE AREA, WHICH IS SITUATED I' NORTH OF THE EXISTING FENCE; THENCE, ALONG SOUTHERLY EDGE OF SAID RESERVE AREA AT SOUTH 76° 05' 01" WEST, 1,410.85'; SOUTH 68° 00' 21" WEST, 65.71' TO A POINT ON THE WESTERLY EDGE OF SAID RESERVE AREA; THENCE, NORTH 40° 19' 17" WEST, 23.42' TO A POINT 10' SOUTH OF SOUTHERLY RAIL CENTERLINE, IN THE WEST SIDE OF THE INTER-MODAL YARD; THENCE, ALONG SAID RAIL OFFSET AT THE FOLLOWING COURSES: NORTH 49° 25' ll" EAST, 308.94'; NORTH 50° 44' 54" EAST, 75.00'; NORTH 54° 42' 06" EAST, 75.00'; NORTH 56' 29' 54" EAST, 75.00' TO A POINT ON THE NORTHERLY LINE OF THE SAID RESERVE AREA; THENCE, ALONG SAID NORTHERLY EDGE AT NORTH 75° 58' 54" EAST, 1,001.53' TO THE POINT OF BEGINNING.

SAID LEASE AREA APM-E CONTAINS 299,622 SQUARE FEET OR 6.878 ACRES.

"Lease Area APM- II Land. A"

STARTING AT A TIE POINT AT THE INTERSECTION OF THE NORTHEAST CORNER OF THE COGENTRIX PROPERTY AND THE APM TERMINALS PROPERTY (N:3,483,707.18, E:12,111,345.84) HEADING IN A NORTHEASTERLY DIRECTION AT NORTH 02° 36' 34" EAST, 2,076.89' TO THE POINT OF BEGINNING AT THE SOUTHEAST CORNER OF THE PHASE II EXPANSION AREA SITUATED SOUTH OF THE EASTERLY SIDE OF THE INTER-MODAL YARD AND THE WEST SIDE OF THE WHARF; THENCE, ALONG THE SOUTHERLY EDGE OF THE SAID PHASE II EXPANSION AREA THE FOLLOWING COURSES: SOUTH 76° 23' 44" WEST, 28.63', SOUTH 12° 54' 24" EAST, 5.38'; SOUTH 75° 59' 29" WEST, 1,664.09' TO A POINT ON A CURVE TO THE RIGHT; THENCE, ALONG SAID CURVE WITH A RADIUS OF .55.00' AT AN ARC LENGTH OF 86.40' TO A POINT ON THE WESTERLY EDGE OF SAID PHASE II EXPANSION AREA; THENCE, ALONG SAID WESTERLY EDGE AT NORTH 14° 00' 00" WEST, 1,067.08' TO POINT ON A CURVE TO THE RIGHT; THENCE, ALONG SAID CURVE WITH A RADIUS OF 58.00' AT AN ARC LENGTH OF 91.13' TO A POINT ON THE NORTHERLY SIDE OF SAID PHASE II EXPANSION AREA; THENCE, ALONG SAID NORTHERLY EDGE AT NORTH 76° 01' 09" EAST, 1,646.23' TO A POINT ON THE EASTERLY EDGE OF SAID PHASE II EXPANSION AREA; THENCE, ALONG SAID EASTERLY EDGE OF SAID PHASE II EXPANSION AREA THE FOLLOWING COURSES: SOUTH 78° 19' 27" EAST, 39.53'; SOUTH 23° 44' 45" EAST, 26.83'; NORTH 77° 34' 32" EAST, 3.34'; SOUTH 14° 00' 16" EAST, 1, 130.44' TO THE POINT OF BEGINNING.

SAID LEASE AREA APM II LAND-A CONTAINS 2,059,736 SQUARE FEET OR 47.285 ACRES.

"Lease Area APM - II Land - B"

STARTING AT THE INTERSECTION OF THE SOUTHERLY COAST GUARD BOULEVARD RIGHT OF WAY AND THE APM TERMINALS NORTHERLY PROPERTY LINE AND THE SOUTHWEST CORNER OF THE UNITED STATES COAST GUARD PROPERTY (N:3,487,075.72, E:12,108,582.11) HEADING SOUTHWESTERLY ALONG A TIE LINE AT SOUTH 14° 09' 38" WEST, 621.68' TO THE POINT OF BEGINNING FOR THE WESTERN PHASE II EXPANSION AREA IN THE INTER-MODAL YARD AT APM TERMINALS, SITUATED AT THE WEST END OF THE NORTHERLY EDGE; NORTH 75° 58' 54" EAST, 926.48' TO A POINT ON THE EASTERLY EDGE OF THE SAID PHASE II EXPANSION AREA; THENCE, CONTINUING ALONG THE SAID EASTERLY EDGE THE FOLLOWING COURSES: SOUTH 58° 54' 41" EAST, 21.03'; SOUTH 13° 55' 04" EAST, 83.42'; SOUTH 34° 33' 24" WEST, 38.91' TO THE SOUTHERLY EDGE OF SAID PHASE II EXPANSION AREA; THENCE, SOUTH 75° 56' 44" WEST, 912.00' TO THE WESTERLY

EDGE OF SAID PHASE II EXPANSION AREA; THENCE, NORTH 14° 01' 06" WEST, 124.63' TO THE POINT OF BEGINNING.

SAID LEASE AREA APM 11 LAND~B CONTAINS 116,549 SQUARE FEET OR 2.676 ACRES.

"Lease Area APM -II Land ~ C"

STARTING AT THE INTERSECTION OF THE SOUTHERLY COAST GUARD BOULEVARD RIGHT-OF-WAY AND THE APM TERMINALS NORTHERLY PROPERTY LINE AND THE SOUTHWEST CORNER OF THE UNITED STATES COAST GUARD PROPERTY (N:3,487,075.72, E: 12,108,582.11) HEADING SOUTHEASTERLY ALONG A TIE LINE AT SOUTH 86° 18' 38" EAST, 1,801.90' TO THE POINT OF BEGINNING FOR THE EASTERLY PI-lASE II EXPANSION AREA IN THE INTER-MODAL YARD AT APM TERMINALS, SITUATED AT THE EASTERLY END OF THE NORTHERLY EDGE; THENCE, SOUTHEASTERLY ALONG THE EAST EDGE OF SAID PHASE II EXPANSION AREA THE FOLLOWING COURSES: SOUTH 57° 30' 21 '' EAST, 22.24'; SOUTH 13° 51' 34" EAST, 99.19'; SOUTH 32° 46' 25" WEST, 24.99' TO THE SOUTHERLY SIDE OF SAID PHASE Jl EXPANSION AREA; THENCE, HEADING SOUTHWEST ALONG SAID SOUTHERLY EDGE OF AT SOUTH 76° 02' 14" WEST, 948.21' TO THE WESTERLY EDGE OF SAID PHASE II EXPANSION AREA; THENCE, ALONG SAID WESTERLY EDGE THE FOLLOWING COURSES: NORTH 57° 33' 55" WEST, 24.65'; NORTH 14° 39' 36" WEST, 98.20'; NORTH 31 o 18' 41" EAST, 22.17' TO THE NORTHERLY EDGE OF SAID PHASE II EXPANSION AREA; THENCE, ALONG SAID NORTHERLY EDGE AT NORTH 75° 59' 23" EAST, 953.71' TO THE POINT OF BEGINNING.

SAID LEASE AREA APM II LAND-C CONTAINS 129,387 SQUARE FEET OR 2.970 ACRES.

"Lease Area APM - II Land - D"

BEGINNING AT THE SOUTHEAST MOST CORNER OF EXISTING CONCRETE BULKHEAD, AS LOCATED ON TOP OF SAID BULKHEAD (N:3,483,381.32, E:l2,ll2,240.08), HEADING NORTHWESTERLY ALONG EXISTING FACE OF CONCRETE BULKHEAD AND BEGINNING PHASE II EXPANSION AREA; THENCE, ALONG SAID BULKHEAD AT NORTH 14° 00' 31" WEST, 651.72' TO AN ANGLE POINT ALONG THE EXISTING BULKHEAD CHANGING DIRECTIONS TO THE NORTHEAST; THENCE, ALONG EXISTING BULKHEAD AT NORTH 75° 52' 48" EAST, 116.45' TO AN ANGLE POINT IN THE EXISTING BULKHEAD; THENCE, HEADING SOUTHEASTERLY AWAY FROM EXISTING BULKHEAD, ALONG EASTERLY EDGE OF PHASE II EXPANSION AREA, AT SOUTH 14° 00' 31" EAST, 651.72' TO A POINT AT THE ANGLE POINT OF SAID PHASE II EXPANSION AREA; THENCE, SOUTH 75° 52' 48" WEST,

27.75 TO A POINT AT THE EASTERLY EDGE OF THE FUTURE WALK WAY TO THE DOLPHINS IN THE SAID PHASE II EXPANSION AREA; THENCE, ALONG SAID FUTURE WALK WAY AT SOUTH 13° 23' 40" EAST, 50.18' TO THE EASTERLY EDGE OF FUTURE DOLPHIN IN SAID PHASE II EXPANSION AREA; THENCE, NORTH 16° 53' 44" EAST, 3.83' TO ANGLE POINT IN SAID FUTURE DOLPHIN; THENCE, SOUTH 73° 54' 11" EAST, 22.96' TO ANGLE POINT IN SAID FUTURE DOLPHIN; THENCE, SOUTH 15° 44' 11" WEST, 23.19' TO ANGLE POINT IN SAID FUTURE DOLPHIN; THENCE, NORTH 73° 47' 56" WEST, 11.81' TO THE EASTERLY EDGE OF SAID FUTURE WALK WAY; THENCE, ALONG SAID WALK WAY AT SOUTH 13° 35' 20" EAST, 40.25' TO ANOTHER FUTURE DOLPHIN IN SAID PHASE II EXPANSION AREA; THENCE, ALONG SAID DOLPHIN AT NORTH 16° 38' 26" EAST, 3.96'; SOUTH 74° 01' 08" EAST, 23.00'; SOUTH 15° 36' 02" WEST, 23.20'; NORTH 73° 58' 28" WEST, 23.42'; NORTH 16° 38' 26" EAST, 13.21' TO A POINT ON THE WESTERLY EDGE OF FUTURE WALK WAY FOR DOLPHINS IN SAID PHASE II EXPANSION AREA; THENCE, ALONG SAID WESTERLY EDGE AT NORTH 13° 33' 57" WEST, 47.16' TO THE WESTERLY EDGE OF FUTURE DOLPHIN IN SAID PHASE II EXPANSION AREA; THENCE, ALONG SAID WESTERLY EDGE OF FUTURE DOLPHIN AT NORTH 73° 47' 56" WEST, 8.16'; NORTH 16° 53' 44" EAST, 13.33' TO THE SAID WESTERLY EDGE OF FUTURE WALK WAY; THENCE, ALONG SAID WESTERLY EDGE AT NORTH 13° 22' 06" WEST, 55.32' TO THE SOUTHERLY FACE OF FUTURE CONCRETE BULKHEAD IN SAID PHASE II EXPANSION AREA; THENCE, ALONG SAID SOUTHERLY FUTURE FACE OF CONCRETE BULKHEAD AT SOUTH 75° 52' 48" WEST, 85.70' TO THE POINT OF BEGINNING.

IT BEING THE INTENT THAT LEASE AREA APM II LAND-O EMBRACE THE FUTURE CONCRETE BULKHEAD, THE FUTURE DOLPHINS AND FUTURE WALKWAYS AS CONSTRUCTED, WITH CONSIDERATION THAT THE ABOVE METES AND BOUNDS DESCRIPTION MAY VARY FROM THE FUTURE FINAL AS-BUILT CONDITIONS.

SAID LEASE AREA APM II LAND-O CONTAINS 77,258 SQUARE FEET OR 1.774 ACRES.

"Lease Area - Berthing Area"

BEGINNING AT THE NORTHEAST CORNER OF THE EXISTING CONCRETE BULKHEAD FOR THE VIRGINIA INTERNATIONAL GATEWAY TERMINALS, INC. (N: 3487049.7767, E: 12111445.7134) AS REFERENCED ON THE 2016 SURVEY, ALTA/NSPS LAND TITLE SURVEY VIRGINIA INTERNATIONAL GATEWAY TERMINALS, INC.; THENCE, HEADING INTO THE ELIZABETH RIVER AT N 13°59'36" W A DISTANCE OF 125.16' TO A POINT IN THE SAID RIVER; THENCE, N 76°00'24" E A DISTANCE OF 250.00' TO A POINT IN THE SAID RIVER; THENCE, S 13°59'47" E A DISTANCE OF 4000.00' TO A POINT IN THE SAID RIVER; THENCE, S 75°58'56" W A DISTANCE OF 250.00' TO A POINT IN THE RIVER; THENCE, N 14°00'31" W A DISTANCE OF 123.52'

TO A POINT AT THE SOUTHEAST CORNER OF THE PHASE II EXPANSION AREA (LEASE AREA APM II LAND-D); THENCE, N 14°00'31" W A DISTANCE OF 651. 72' TO A POINT AT THE SOUTHEAST CORNER OF THE SAID EXISTING CONCRETE BULKHEAD; THENCE, ALONG THE EASTERLY FACE OF THE SAID EXISTING CONCRETE BULKHEAD N 13°59'36" W A DISTANCE OF 2,821.47' TO A POINT AT THE PARCEL CORNER BETWEEN PARCEL 1 AND PARCEL 2, THENCE CONTINUING ALONG THE SAID EXISTING CONCRETE BULKHEAD N 13°59'41" W A DISTANCE 278.24' TO A THE NORTHEAST CORNER OF THE SAID EXISTING CONCRETE BULKHEAD WHICH IS THE POINT OF BEGINNING,

HAVING AN AREA OF 1,000,335 SQUARE FEET, 22.965 ACRES

RIPARIAN RIGHTS:

TOGETHER WITH THOSE RIPARIAN RIGHTS APPURTENANT TO THE PROPERTY DESCRIBED ABOVE AS ESTABLISHED BY THE COMMON LAW.

Note: The parcels labeled and described in this Exhibit B are intended to correspond directly with those areas with the same labels as shown on the ALTA/ACMS Land Title Survey titled "ALTA/NSPS LAND TITLE SURVEY, VIRGINIA INTERNATIONAL GATEWAY TERMINALS, INC., PORTSMOUTH, VIRGINIA," prepared by Pennoni Associates, Inc., and dated June 27, 2016 and last revised September 14, 2016.

Exhibit C to

RENFROW ROAD EASEMENT AREA

STARTING AT A POINT (N:3484121.4668, E:l2105884.2066) AT THE INTERSECTION OF THE NORTHERN SIDE OF ROUTE 164 RIGHT OF WAY REFERENCED IN THE CLERK OF THE COURT OF THE CITY OF PORTSMOUTH, FOUND IN DEED BOOK 968 AT PAGE 310 AND HIGHWAY PLAT BOOK 5 AT PAGE 133 AND THE WESTERN SIDE OF EXISTING COAST GUARD BOULEVARD AS REFERENCED IN THE 2003 ALTNASCM LAND TITLE SURVEY OF PART OF PROPERTY OF TRAILSEND LAND COMPANY, PORTSMOUTH, VIRGINIA FOR APM TERMINAL VIRGINIA, INC., DATED JULY 20, 2003 AND PREPARED BY BALDWIN AND GREGG, LTD. AND THE ALTA/ACSM LAND TITLE SURVEY OF LEASEHOLD INTEREST OF COMMONWEALTH OF VIRGINIA, VIRGINIA PORT AUTHORITY AT APM TERMINALS VIRGINIA, INC., DATED JUNE 30, 2010 AND PREPARED BY PHR+A; THENCE, HEADING NORTHWEST ALONG THE WESTERN SIDE OF EXISTING COAST GUARD BOULEVARD AT NORTH 03° 59' 32" WEST, 41 1.69' TO THE FUTURE RENFROW ROAD POINT OF BEGINNING ON THE WESTERN SIDE OF SAID EXSITING COAST GUARD BOULEY ARD; THENCE, CONTINUING ALONG SAID EXISTING WESTERLY SIDE OF COAST GUARD BOULEVARD AT NORTH 03° 59' 32" WEST, 100.46' TO A NON-TANGENT CURVE TO THE RIGHT; THENCE, ALONG SAID NON-TANGENT CURVE WITH A RADIUS OF 130.00' AT AN ARC LENGTH OF 101.21' AND A CHORD BEARING OF SOUTH 36° 26' 08" EAST WITH A CHORD OF 98.67'; THENCE, SOUTH 14° 07' 58" EAST, 28.30'; THENCE, SOUTH 05° 51' 24" EAST, 33.11' TO A POINT ON A CURVE TO THE LEFT; THENCE, ALONG SAID CURVE WITH A RADIUS OF 1163.05' AT AN ARC LENGTH OF 258.59'; THENCE, HEADING SOUTHEASTERLY THE FOLLOWING COURSES: SOUTH 19° 05' 44" EAST, 47.18'; THENCE, SOUTH 35° 02' 05" EAST, 28.93'; THENCE, SOUTH 60° 11' 24" EAST, 27.56'; THENCE, SOUTH 66° 54' 06" EAST, 143.87'; THENCE, SOUTH 65° 34' 39" EAST, 52.92'; THENCE, SOUTH 64° 45' 17" EAST, 93.55' TO A POINT ON THE EASTERLY SIDE OF FUTURE RENFROW ROAD EASEMENT; THENCE, ALONG SAID EASTERLY EDGE OF FUTURE RENFROW ROAD EASEMENT AT SOUTH 26° 50' 49" WEST, 48.13'; THENCE, HEADING NORTHWESTERLY AT THE FOLLOWING COURSES: NORTH 64° 12' 13" WEST, 64.05'; THENCE, NORTH 66° 10' 13" WEST, 108.41 '; THENCE, NORTH 70° 13' 51" WEST, 50.46'; THENCE, NORTH 74° 25' 25" WEST, 109.25'; THENCE, NORTH 23° 47' 35" WEST, 60.53'; THENCE, NORTH 19° OS' 44" WEST, 50.93' TO A POINT ON A CURVE TO THE RIGHT; THENCE, ALONG SAID CURVE WITH A RADIUS OF 1163.00' AT AN ARC LENGTH OF 277.28'; THENCE, CONTINUING NORTHWESTERLY AT NORTH 05° 26' 07" WEST, 23.33' TO A POINT

ON A CURVE TO THE LEFT; THENCE, ALONG SAID CURVE WITH A RADIUS OF 85.00' AT AN ARC LENGTH OF 20.29' TO THE POINT OF BEGINNING.

SAID EASEMENT CONTAINS 43,258 SQUARE FEET OR 0.993 ACRES.

Note: The parcel labeled and described as "Future Variable Width Easement for Renfrow Road" in this Exhibit C is intended to correspond directly with the parcel of the same label as shown on that certain ALTAINSPS Land Title Survey titled "ALTAINSPS LAND TITLE SURVEY, VIRGINIA INTERNATIONAL GATEWAY TERMINALS, INC., PORTSMOUTH, VIRGINIA," prepared by Pennoni Associates, Inc., and dated June 27, 2016 and last revised September 14, 2016.

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