LETTER
      AGREEMENT

    


    By
      this
      Letter Agreement entered into as of January 23, 2007, for good and valuable
      consideration the adequacy of which is hereby acknowledged, and intending to
      be
      legally bound, the Shareholders and IMTT Holdings Inc. (collectively with its
      subsidiaries, the “Company”) agree to the following: 

    


    (i)
      Section 4(a)(i) of the Shareholders’ Agreement is hereby amended to replace
      December 31, 2007 with December 31, 2008; 

    


    (ii)
      Section 4(a)(ii), Section 4(d) and Section 4(e) of the Shareholders’ Agreement
      are hereby amended to replace March 31, 2008 with March 31, 2009 and Section
      5(a) of the Shareholders’ Agreement is hereby amended to replace September 30,
      2007 with March 31, 2009; 

    


    (iii)
      Section 4(c) of the Shareholders’ Agreement is deleted in its entirety;
      and

    


    (iv)
      The
      letter agreement dated November 1, 2006 between the Shareholders and the Company
      is hereby terminated.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    The
      Shareholders and the Company further agree that this Letter Agreement
      constitutes an amendment to the Shareholders Agreement dated April 14, 2006
      between the Shareholders and the Company (the “Shareholders’ Agreement”) and
      that, except as set forth herein, that Shareholders’ Agreement shall remain in
      full force and effect. Capitalized terms in this Letter Agreement shall be
      as
      defined in the Shareholders’ Agreement unless otherwise defined herein. This
      Amendment may be executed and delivered (including by facsimile transmission)
      in
      one or more counterparts, each of which when executed shall be deemed to be
      an
      original, but all of which taken together shall constitute one and the same
      agreement. This Letter Agreement shall be governed by, and construed in
      accordance with, the laws of the State of Delaware. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	 	 
	 	IMTT
              HOLDINGS INC.
	 
 	 
 	 
 
	 	By:  	/s/ THOMAS
              B. COLEMAN
	 	
              
Name:
              THOMAS B. COLEMAN
	 	Title:  
              CHIEF EXECUTIVE OFFICER



      	 	 	 
	 	SHAREHOLDERS:
	 	 
	 	MACQUARIE TERMINAL HOLDINGS
              LLC
	 	 
	 	By:  	Macquarie
              Infrastructure Company Inc. (d/b/a Macquarie Infrastructure Company
              (US))
	 	
            


      	 	 	 
	 	By:  	/s/ PETER
              STOKES
	 	
              
Name:
              PETER STOKES
	 	Title:  
              CHIEF EXECUTIVE OFFICER



    
       

      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	 	 
	 	CURRENT
              BENEFICIAL SHAREHOLDERS ARE HEREIN REPRESENTED BY:
	 	 
	 	JAMES J. COLEMAN JR., THOMAS B. COLEMAN
              AND
              JAMES OWEN COLEMAN, TRUSTEES OF VOTING TRUST AGREEMENT DATED MAY 2,
              2006
              AS AMENDED ON JANUARY 11, 2007
	 
 	 
 	 
 
	 	By:  	/s/ THOMAS
              B. COLEMAN
	 	
              
THOMAS
              B. COLEMAN, TRUSTEE



      	 	 	 
	 	By:  	/s/ JAMES
              J.
              COLEMAN JR.
	 	
              
JAMES
              J. COLEMAN JR.,
              TRUSTEE


    

     

    
      	 	 	 
	 	By:  	/s/ JAMES
              O.
              COLEMAN
	 	
              
JAMES
              O. COLEMAN, TRUSTEE