SC 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Macquarie Infrastructure Company Trust

(Name of Issuer)

Shares of Trust Stock

(Title of Class of Securities)

55607X 10 8
(Cusip Number)

Peter Stokes
Macquarie Infrastructure Company Trust
600 Fifth Avenue, 21st Floor
New York, NY 10020
Telephone: (212) 548-6538

Shemara Wikramanayake
Macquarie Infrastructure Management (USA) Inc.
600 Fifth Avenue, 21st Floor
New York, NY 10020
Telephone: (212) 581-8037

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copy to:

Antonia E. Stolper
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000

December 21, 2004

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

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CUSIP No. 55607X 10 8
	1.	Name of Reporting Person: Macquarie Infrastructure Management (USA) Inc.			I.R.S. Identification Nos. of above persons (entities only):
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): AF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e): o
	6.	Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 2,000,100
			8.	Shared Voting Power: 0
			9.	Sole Dispositive Power: 2,000,100
			10.	Shared Dispositive Power: 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,000,100
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): 7.52%
	14.	Type of Reporting Person (See Instructions): CO

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TABLE OF CONTENTS

	Item 1. Security and Issuer.
	Item 2. Identity and Background.
	Item 3. Source and Amount of Funds or Other Consideration.
	Item 4. Purpose of Transaction.
	Item 5. Interest in Securities of the Issuer.
	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
	Item 7. Material to Be Filed as Exhibits.
Signatures
Schedule I
Schedule II
EXHIBIT INDEX
EX-99.A PROMISSORY NOTE
EX-99.B PRIVATE PLACEMENT AGREEMENT
EX-99.C MANAGEMENT SERVICES AGREEMENT
EX-99.D REGISTRATION RIGHTS AGREEMENT

Item 1. Security and Issuer.

     The class of equity securities to which this Statement on Schedule 13D relates is the shares of Trust stock (the “Shares of Trust Stock”) of Macquarie Infrastructure Company Trust, a Delaware statutory trust (the “Issuer”), with its principal executive offices located at 600 Fifth Avenue, 21^st Floor, New York, New York, 10020.

Item 2. Identity and Background.

     This statement on Schedule 13D is being filed by Macquarie Infrastructure Management (USA) Inc., a corporation organized under the laws of Delaware (the “Reporting Person”). The Reporting Person has its principal offices at 600 Fifth Avenue, 21^st Floor, New York, New York, 10020, United States.

     The Reporting Person is an indirect wholly owned subsidiary of Macquarie Bank Limited (“MBL”), a company formed under the laws of Australia. The Reporting Person is 100% directly owned by Macquarie Investment Holdings Inc. (“MIHI”), a Delaware corporation. Macquarie Holdings (USA) Inc. (“MHUSA”), a Delaware corporation, owns 90% of the shares of common stock of MIHI, the remaining 10% being held by Macquarie International Investments Pty Limited, a company formed under the laws of Australia (“MIIPL”). 100% of MIHI’s preferred stock is held by MIIPL. MHUSA is a direct wholly owned subsidiary of Macquarie Equities (US) Holdings Pty Limited, a company formed under the laws of Australia (“MEUSH”). MIIPL and MEUSH are direct wholly owned subsidiaries of MBL, the ultimate controlling entity of the Reporting Person.

     MBL, MEUSH and MIIPL have their principal offices at No. 1 Martin Place, Sydney, New South Wales 2000, Australia. MHUSA and MIHI have their principal offices at 600 Fifth Avenue, 21st Floor, New York, New York, 10020, United States.

     The directors and executive officers of the Reporting Person and the directors and executive officers of MBL are set forth on Schedules I and II attached hereto, respectively. Schedules I and II set forth the following information with respect to each such person:

     (i) name;

     (ii) business address (or residence address where indicated);

     (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and

     (iv) citizenship.

     (d)-(e) During the last five years, neither the Reporting Person nor any person named in Schedules I and II has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

     This statement on Schedule 13D is being filed as a result of the Reporting Person entering into the Private Placement Agreement (as defined in Item 4) in connection with the Management Services Agreement (as defined in Item 4) and the Registration Rights Agreement (as defined in Item 4). The full amount of the $50 million purchase price for the Shares of Trust Stock acquired in connection with the Private Placement (as defined in Item 4) was provided to the Reporting Person by MIHI, an affiliate of both the Reporting Person and MBL, and an indirect wholly-owned subsidiary of MBL, pursuant to the terms of a promissory note (the “Promissory Note”) annexed hereto as Exhibit A.

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Item 4. Purpose of Transaction.

     The Reporting Person acquired 2,000,000 of Shares of Trust Stock of the Issuer pursuant to a Private Placement Agreement dated December 15, 2004 (the “Private Placement Agreement”) among the Reporting Person, Macquarie Infrastructure Company LLC, a Delaware limited liability company (the “LLC”) and the Issuer. The Private Placement Agreement was executed in connection with (i) a Management Services Agreement dated December 21, 2004 (the “Management Services Agreement”) among the Reporting Person, the LLC, Macquarie Infrastructure Company Inc., a Delaware corporation, and certain directly wholly owned subsidiaries of the LLC (each a “Managed Subsidiary” and, together, the “Managed Subsidiaries”), and (ii) a Registration Rights Agreement dated December 21, 2004 (the “Registration Rights Agreement”) among the Reporting Person, the LLC and the Issuer.

     Pursuant to the Management Services Agreement, the LLC and each Managed Subsidiary has agreed to appoint the Reporting Person to manage their business and affairs under the supervision and control of the respective board of directors of the LLC and each Managed Subsidiary and to perform the services described therein in accordance with the terms of the Management Services Agreement.

     As a condition to the entering into the Management Services Agreement, the Reporting Person agreed, pursuant to the Private Placement Agreement, to acquire from the LLC, in a separate private placement closing concurrently with the initial public offering of the Shares of Trust Stock (the “IPO”), 2,000,000 of Shares of Trust Stock having an aggregate purchase price of $50 million (the “Private Placement”), at a per share purchase price equal to the per share IPO price (the “IPO Price”), consisting of (i) 1,400,000 of Shares of Trust Stock comprising 70% of the Reporting Person’s Private Placement (the “Initial Investment”) and (ii) 600,000 Shares of Trust Stock comprising 30% of the Reporting Person’s Private Placement (the “Additional Investment”). The Additional Investment may be disposed at any time from and after the closing of the IPO, which occurred on December 21, 2004 (the “IPO Closing Date”). The Initial Investment is required to be held for a period of not less than 12 months from the IPO Closing Date. At any time from and after the first anniversary of the IPO Closing Date, the Reporting Person may dispose of a further 35% of the Private Placement and may dispose of the balance of the Private Placement at any time from and after the third anniversary of the IPO Closing Date.

     Pursuant to the terms of the Management Services Agreement, the Reporting Person may be entitled to receive additional shares of Trust stock of the Issuer. The Reporting Person has the right but not the obligation to invest all or portion of the management fees it receives from the LLC and the Managed Subsidiaries, from time to time, in shares of Trust stock in accordance with the terms therein (each, a “Management Fee Investment”, together, the “Management Fee Investments”).

     Pursuant to the terms of the Management Services Agreement, for so long as the Reporting Person or any affiliate of the Reporting Person holds shares of Trust stock with an aggregate value of no less than $5 million, based on the IPO Price, the Reporting Person has the

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right to appoint one director to the LLC’s board of directors and an alternate for such appointee, and such director, or alternate, if applicable, will serve as the chairman of the board of directors. The Reporting Person will also second to the LLC the LLC’s chief executive officer and chief financial officer on a wholly dedicated basis. In addition, the Reporting Person will second to the LLC one or more individuals to serve as officers or otherwise of the LLC, as agreed between the Reporting Person and the LLC.

     As a condition to the Reporting Person’s obligation to purchase shares of Trust stock in the Initial Investment and the Additional Initial Investment and in order to induce the Reporting Person to make Management Fee Investments, the LLC entered into the Registration Rights Agreement. Pursuant to such Registration Rights Agreement, among other things, each of the LLC and the Issuer has agreed to file a shelf registration statement under the Securities Act of 1933, as amended, relating to the resale of all the shares of Trust stock owned by the Reporting Person as soon as reasonably possible following the first anniversary of the IPO Closing Date, or earlier if requested by the Reporting Person to cover the Additional Investment or any Management Fee Investment.

     Except as set forth above, the Reporting Person has not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present board of directors or management of the Issuer, (e) any material change in the Issuer’s capitalization or dividend policy, (f) any other material change in the Issuer’s business or corporate structure, (g) any change in the Issuer’s organizational documents or other or instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer’s securities to be deregistered or delisted, (i) a class of equity securities of the Issuer becoming eligible for termination of registration or (j) any action similar to any of those enumerated above.

     The Private Placement Agreement, the Management Services Agreement and the Registration Rights Agreement are annexed hereto as Exhibit B, C and D, respectively.

Item 5. Interest in Securities of the Issuer.

     (a)-(b) In connection with the formation of the Issuer and the LLC, the Reporting Person purchased 100 shares of Trust stock of the Issuer. Therefore, as of this date of this filing, the Reporting Person beneficially owns 2,000,100 shares, which represent 7.52% of the total number of shares of Trust stock outstanding. This ownership percentage assumes there are 26,610,100 shares of Trust stock of the Issuer outstanding, based on the most recently available filing with the Securities and Exchange Commission. As a result, the Reporting Person has sole power to direct the vote and to direct the disposition of 2,000,100 Shares.

     (c) Except as disclosed in Item 4, the Reporting Person has not effected any transaction in the Shares of Trust Stock during the past 60 days.

     (d) Not applicable.

     (e) Not applicable.

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Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

     Other than the Promissory Note, the Private Placement Agreement, the Management Services Agreement and the Registration Rights Agreement mentioned above, to the best knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any persons with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the Shares of Trust Stock, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving of withholding of proxies.

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Item 7. Material to Be Filed as Exhibits.

Exhibit	Description
A.	Promissory Note dated December 21, 2004 among Macquarie Infrastructure Management (USA) Inc. and Macquarie Investment Holdings Inc.
B.	Private Placement Agreement dated December 15, 2004 among Macquarie Infrastructure Management (USA) Inc., Macquarie Infrastructure Company LLC and Macquarie Infrastructure Company Trust
C.	Management Services Agreement dated December 21, 2004 among Macquarie Infrastructure Management (USA) Inc., Macquarie Infrastructure Company LLC, Macquarie Infrastructure Company Inc. and certain directly wholly owned subsidiaries of Macquarie Infrastructure Company LLC
D.	Registration Rights Agreement dated December 21, 2004 among Macquarie Infrastructure Management (USA) Inc., Macquarie Infrastructure Company LLC and Macquarie Infrastructure Company Trust

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     D. Signature

          After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

December 30, 2004	MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC.
	By:	/s/ Peter Stokes
		Name:	Peter Stokes
		Title:	Chief Executive Officer

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Schedule I

     The name and present principal occupation of each of the executive officers and directors of Macquarie Infrastructure Management (USA) Inc. are set forth below. Unless otherwise noted, each of these persons is an Australian citizen and has as his/her business address 600 Fifth Avenue, 21^st Floor, New York, New York, 10020, United States.

	Position with Reporting
Name	Person	Principal Occupation
Peter Stokes	Chief Executive Officer	Investment Banker
Greg Osborne	Executive Director (Business Address: No. 1 Martin Place, Sydney, NSW 2000, Australia)	Investment Banker
Shemara Wikramanayake	Executive Director	Investment Banker
Alan Stephen Peet	Division Director	Investment Banker
John B. Mullin (US Citizen)	Secretary and Treasurer	Investment Banker

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Schedule II

     The name and present principal occupation of each of the executive officers and directors of MBL are set forth below. Unless otherwise noted, each of these persons is an Australia citizen and has as his/her business address No.1 Martin Place, Sydney New South Wales 2000, Australia.

Name	Position with MBL	Principal Occupation
David S. Clarke	Executive Chairman	Investment Banker
Mark R.G. Johnson	Deputy Chairman	Investment Banker
Allan E. Moss	Managing Director and Chief Executive Officer	Investment Banker
John G. Allpass	Non-Executive Voting Director	Company Director
Laurence G. Cox	Executive Voting Director	Investment Banker
Peter M. Kirby	Non-Executive Voting Director	Company Director
Catherine B. Livingstone	Non-Executive Voting Director	Company Director
Barrie R. Martin	Non-Executive Voting Director	Company Director
H. Kevin McCann	Non-Executive Voting Director	Company Director
John R. Niland	Non-Executive Voting Director	Company Director
Helen M. Nugent	Non-Executive Voting Director	Company Director
Gregory Ward	Chief Financial Officer	Investment Banker
Dennis Leong	Company Secretary	Company Secretary
Wallace Richard Sheppard	Deputy Managing Director	Investment Banker
Angela Michelle Blair	Assistant Company Secretary	Company Secretary
Amelia Cho	Assistant Company Secretary	Company Secretary

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EXHIBIT INDEX

Exhibit	Description	Page No.
A.	Promissory Note dated December 21, 2004 among Macquarie Infrastructure Management (USA) Inc. and Macquarie Investment Holdings Inc.	A-1
B.	Private Placement Agreement dated December 15, 2004 among Macquarie Infrastructure Management (USA) Inc., Macquarie Infrastructure Company LLC and Macquarie Infrastructure Company Trust	B-1
C.	Management Services Agreement dated December 21, 2004 among Macquarie Infrastructure Management (USA) Inc., Macquarie Infrastructure Company LLC, Macquarie Infrastructure Company Inc. and certain directly wholly owned subsidiaries of Macquarie Infrastructure Company LLC	C-1
D.	Registration Rights Agreement dated December 21, 2004 among Macquarie Infrastructure Management (USA) Inc., Macquarie Infrastructure Company LLC and Macquarie Infrastructure Company Trust	D-1

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EX-99.A

Exhibit A

  A-1

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO TRANSFER, SALE OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE UNDER SAID ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION.

PROMISSORY NOTE

$50,000,000.00	New York, New York
	December 21, 2004

FOR VALUE RECEIVED, Macquarie Infrastructure Management (USA) Inc., a Delaware corporation (“Borrower”), hereby unconditionally promises to pay to the order of Macquarie Investment Holdings Inc., a Delaware corporation, its successors and permitted assigns (“Lender”), the principal sum of FIFTY MILLION DOLLARS ($50,000,000.00) on June 15, 2010 (the “Maturity Date”) in lawful money of the United States of America, with interest calculated at the Interest Rate (as defined below) on the principal sum outstanding from time to time, such interest to be computed from the date of this Promissory Note (this “Note”) through the date that the loan evidenced hereby (the “Loan”) is repaid in full, and on the terms hereinafter provided.

A. Interest Payments

1. The Borrower promises to pay interest on each March 31, June 30, September 30 and December 31 (each, a “Quarterly Distribution Date”) in each year, commencing on December 31, 2004, on the unpaid principal amount hereof until the principal hereof is repaid in full, at a variable rate (the “Interest Rate”) that (i) for the period from the date of this Note through December 31, 2004 shall equal, as a rate per annum, the sum of (a) the LIBOR rate in effect on the date of this Note plus (b) 250 basis points and (ii) thereafter shall be adjusted effective the first day of each calendar month to equal, as a rate per annum, the sum of (y) the LIBOR rate in effect on the last business day of the immediately preceding calendar month plus (z) 250 basis points, which adjusted interest rate shall remain in effect until the first day of the next succeeding calendar month. For purposes of this paragraph, “business day” means any day other than Saturdays, Sundays, legal holidays in the State of New York and other days on which banking institutions are authorized or required to be closed under the laws of the State of New York.

2. Interest accruing for any Interest Period (as defined below) shall accrue for the period from and including the first day of such Interest Period to and including the last day of the Interest Period. Interest shall be computed on the basis of a 360-day year and the actual number of days elapsed. “Interest Period” means (i) in the case of the initial Interest Period, the period from, and including, the date of this

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Note to, but excluding, the first Quarterly Distribution Date; and (ii) thereafter, the period from, and including, the Quarterly Distribution Date immediately following the last day of the immediately preceding Interest Period to, but excluding, the next succeeding Quarterly Distribution Date.

3. All payments made pursuant to this Note shall be made by wire transfer to Lender’s office. All payments shall be made in immediately available funds of such transferable coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.

B. Extension of Term. The Borrower may at its sole option change the Maturity Date from June 15, 2010 to December 15, 2010 by giving a written notice to that effect to the Lender not later than May 15, 2010.

C. Prepayment. The Borrower may prepay any or all amounts due under this Note at any time, and from time to time, without penalty or premium.

D. Covenants. The Borrower covenants and agrees that so long as this Note is in effect and until the Loan has been paid in full, it will not suffer or permit to occur or exist any of the following events or conditions, without the prior written approval of the Lender:

1. Limitation on Indebtedness. The Borrower shall not incur any additional indebtedness so long as the Loan remains outstanding.

2. Limitation on Liens. The Borrower shall not incur, create, assume or suffer to exist any lien, charge, encumbrance, security interest, pledge or other restriction (each, a “Lien”), upon any property or other assets of the Borrower, whether now owned or hereafter acquired, except for Liens for taxes, assessments and other governmental charges either (i) not yet payable or (ii) being contested in good faith by appropriate proceedings.

3. Sale of Assets. The Borrower shall not sell, convey, transfer, lease or otherwise dispose of all or substantially all of its assets.

4. Change of Business; Business Interruption. The Borrower shall not suffer or permit any material change in the nature of its business. The Borrower shall not suffer or permit any material interruption or cessation of any material part of its business for any reason whatsoever, whether or not within its control, for any period exceeding 15 days in duration or, in the case of any interruption or cessation covered by business interruption insurance, a reasonable period of time for the restoration of normal operations.

5. Transactions with Affiliates. The Borrower shall not, directly or indirectly, enter into any transaction with an affiliate on terms less favorable to the Borrower than would be the case if such transaction had been effected at arm’s length with a person other than an affiliate.

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6. Amendments to Organizational Documents. The Borrower shall not materially amend its certificate of incorporation, bylaws or any other organizational document.

E. Events of Default.

1. Events of Default. The following conditions or events shall constitute “Events of Default” hereunder (and any condition which, with notice or the lapse of time or both, would become an Event of Default shall be deemed a “Default” hereunder):

(a) the failure to pay, within five days after the date when due, any payment of principal or interest on this Note or any other payment due hereunder;

(b) a default by the Borrower in the observance or performance of any of the covenants and agreements contained in this Note;

(c) the entry by a court having jurisdiction of a decree or order for relief in an involuntary case in respect of the Borrower under the Federal bankruptcy laws, as now constituted or hereafter amended, or any other applicable Federal or state insolvency or other similar law, for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for the Borrower, or for any substantial part of any of its property, or for the winding-up or liquidation of any of the Borrower’s affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days;

(d) the commencement by the Borrower of a voluntary case seeking reorganization of the Borrower or an arrangement with the Borrower’s creditors, or to take advantage of insolvency, under the Federal bankruptcy laws, as now constituted or hereafter amended, or any other applicable Federal or state insolvency or other similar law, or the consent by the Borrower to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for the Borrower or for any substantial part of its property, or the malting by the Borrower of any assignment for the benefit of creditors, or the failure of the Borrower to pay its debts as such debts become due, or the taking by the Borrower of any action to authorize or effect any of the foregoing; and

(e) the occurrence of any material adverse change in the financial condition or operations of the Borrower.

2. Remedies. Following the occurrence and during the continuation of an Event of Default, the Lender may by written notice to the Borrower at any time declare the principal amount of the Loan, all interest accrued and unpaid thereon and all other amounts owing or payable under or pursuant to this Note to be immediately due

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and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower to the extent permitted by law. The rights provided for in this Note are cumulative and are not exclusive of any other rights, powers, privileges or remedies provided by law or in equity or under any other instrument, document or agreement now existing or hereafter arising.

F. General

I. All payments to be made by the Borrower hereunder shall be reduced by all applicable withholding taxes imposed or levied by or on behalf of the United States or any authority in the United States having the power to tax.

2. If, in the discretion of Lender, it becomes necessary to employ counsel to collect this obligation, whether or not suit is brought, Borrower agrees to pay Lender’s reasonable attorneys’ fees, including fees on appeal.

3. This Note may be changed, modified or terminated only by an agreement in writing signed by the party against whom enforcement of such change, modification or termination is sought.

4. Borrower hereby waives presentment for payment, demand, notice of demand, notice of nonpayment or dishonor, protest and notice of protest of this Note, and all other notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that Borrower’s liability shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Lender.

5. Lender shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by Lender, and then only to the extent specifically set forth in such writing. A waiver of one event shall not be construed as continuing, or as a bar to, or waiver of, any right or remedy with respect to a subsequent or other event.

6. Any notice, demand, request or other communication which Borrower or Lender shall desire to give the other hereunder shall be deemed sufficient if in writing and mailed by certified mail, postage prepaid, or sent by overnight courier or sent by facsimile transmission with a copy also sent by overnight courier, addressed as follows:

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If to the Borrower:
	Macquarie Infrastructure Management (USA) Inc.
	600 Fifth Avenue — 21st Floor
	New York, New York 10020
	Attention: Treasurer
	Facsimile transmission number: 212-399-8929
If to the Lender:
	Macquarie Infrastructure Management (USA) Inc.
	600 Fifth Avenue — 21st Floor
	New York, New York 10020
	Attention: Treasurer
	Facsimile transmission number: 212-399-8929

	or, in either case, to such other address or facsimile transmission number as the party to be given such notice, demand, request or other communication shall last previously have designated to the other by notice given in accordance with this paragraph.
7.	If any provision of this Note is held to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of this Note shall remain in full force and effect and shall be liberally construed in favor of the Lender in order to effect the provisions of this Note.

8. Notwithstanding any other provision of this Note or any other document to the contrary, in no event shall the rate of interest under this Note exceed the maximum rate of interest permitted to be charged by applicable law, and any interest paid in excess of the permitted rate shall be refunded by the Lender.

9. The Lender may not assign this Note in whole or in part without the prior written consent of the Borrower, which consent shall not be unreasonably withheld.

10. This Note shall be construed in accordance with the laws of the State of New York without regard to the rules of conflict of laws.

MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC.
By:	/s/ Peter Stokes
	Peter Stokes
	President

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EX-99.B

Exhibit B

  B-1

EXECUTION VERSION

PRIVATE PLACEMENT AGREEMENT

               PRIVATE PLACEMENT AGREEMENT dated as of December 15, 2004, by and among Macquarie Infrastructure Company LLC, a Delaware limited liability company (the “Company”), Macquarie Infrastructure Company Trust, a Delaware statutory trust (the “Trust”), and Macquarie Infrastructure Management (USA) Inc., a Delaware corporation (“MIMUSA”).

               WHEREAS, the Trust will issue 21,400,000 shares (24,610,000 with full overallotment exercise) (the “Original Shares”) of its trust stock (“Trust Stock”) to the Company in exchange for an equal number of membership interests (“LLC Interests”) of the Company to be issued to the Trust, and the Company will sell the Original Shares in an initial public offering of the Trust (the “IPO”) pursuant to the Purchase Agreement dated December 15, 2004 (the “Purchase Agreement”) at a price per share of $25.00 (the “IPO Price”), for an aggregate purchase price of $535,000,000 ($615,250,000 with full overallotment exercise); and

               WHEREAS, the Trust proposes to issue to the Company the number of shares of Trust Stock equal to (i) $50,000,000.00 divided by (ii) the IPO Price, or 2,000,000 shares (the “New Shares”), in exchange for an equal number of LLC interests of the Company issued to the Trust in exchange for, and in consideration for, the New Shares, and MIMUSA has agreed, subject to the terms and conditions set forth herein, to purchase the New Shares at a price per share equal to the IPO Price;

               NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed:

ARTICLE 1
ISSUANCE OF NEW SHARES AND LLC INTERESTS; CONSIDERATION; CONDITIONS

               SECTION 1.01. Issuance of New Shares and LLC Interests. On the basis of the representations, warranties and covenants contained in this Private Placement Agreement, and subject to the terms and conditions contained herein, the Trust agrees to issue the New Shares to the Company, the Company agrees to issue to the Trust a number of LLC Interests equal to the number of New Shares in exchange for and in consideration for the New Shares and the Company agrees to sell to MIMUSA, and MIMUSA agrees to purchase from the Company, the New Shares for a total purchase price of $50,000,000.00 (the “Purchase Price”).

               SECTION 1.02. Closing. Subject to the terms and conditions contained in this Private Placement Agreement, the closing of the purchase and sale of the New Shares (the “Closing”) shall take place at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022, at 10:00 a.m., New York City time, on December 21, 2004, or at such other location or at such other time on the same date or such other date as shall be agreed upon by MIMUSA and the Company. Payment of the Purchase Price shall be made by wire transfer of immediately available funds to an account specified in writing by the Company.

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Upon payment of the Purchase Price, (i) immediately prior to the delivery of the New Shares, the Company, as Sponsor of the Trust, will cause the Trust to issue to the Company the New Shares in exchange for, and in consideration for, an equal number of LLC Interests, and (ii) the Company shall deliver to MIMUSA a stock certificate evidencing the New Shares, registered in the name of MIMUSA or its nominee.

               SECTION 1.03. Conditions. The obligations of MIMUSA to purchase the New Shares and to pay the Purchase Price at the Closing shall be subject to the satisfaction of each of the following conditions as of the Closing:

     (a) the representations and warranties contained in Section 2 and in Section 3 hereof shall be true and correct at and as of the Closing as though then made, and the Company and the Trust each shall have performed all of the covenants to be performed by it hereunder prior to the Closing;

     (b) MIMUSA shall have received counterparts of the Registration Rights Agreement in the form of Exhibit A hereto (the “Registration Rights Agreement”) and the Management Services Agreement in the form of Exhibit B hereto (the “Management Services Agreement”) signed by each of the parties hereto or thereto (or, in the case of any party as to which an executed counterpart shall not have been received, MIMUSA shall have received facsimile transmission, email or other written confirmation from such party of execution of a counterpart hereof or thereof by such party), and the Registration Rights Agreement shall be in full force and effect as of the Closing;

     (c) the closing of the IPO as contemplated in the Purchase Agreement shall occur simultaneously with the Closing; and

     (d) MIMUSA shall have received evidence reasonably satisfactory to it as to the due authorization, execution and delivery of the New Shares by the Trust.

ARTICLE 2
REPRESENTATIONS BY THE COMPANY

               The Company represents and warrants to MIMUSA as follows:

               SECTION 2.01. Corporate Existence and Power. The Company has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware and has limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus (as defined in the Purchase Agreement) and to enter into and perform its obligations under this Private Placement Agreement; and the Company is duly qualified to transact business as a foreign limited liability company and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to qualify or to be in good standing would not result in a Material Adverse Effect (as defined in the Purchase Agreement);

               SECTION 2.02. LLC Interests Fully Paid and Non-Assessable; No Liability. Upon delivery of the LLC Interests as payment of consideration in exchange for the New Shares

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acquired as herein contemplated, the LLC Interests will be fully paid and non-assessable; the LLC Interests, when issued, will conform to all statements relating thereto contained in the Prospectus and such description will conform in all material respects to the rights set forth in the instruments defining the same; and no holder of the LLC Interests will be subject to personal liability by reason of being such a holder.

               SECTION 2.03. Authority, Approval and Enforceability. The execution, delivery and performance by the Company of this Private Placement Agreement, the Management Services Agreement and the Registration Rights Agreement (collectively, the “Company Documents”) to which it is a party and the issuance of the LLC Interests by the Company have been duly and validly authorized and are within the Company’s powers. This Private Placement Agreement has been duly executed and delivered by the Company and constitutes its valid and binding agreement, enforceable against it in accordance with its terms. Each other Company Document has been duly authorized and, when executed and delivered by the Company, will constitute its valid and binding agreement, enforceable against it in accordance with its terms and, solely in the case of the Registration Rights Agreement, subject to applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and to equitable principles of general applicability.

               SECTION 2.04. Ownership of New Shares. Immediately prior to the consummation of the transactions contemplated herein, the Company will own and will have good and valid title to the New Shares to be sold hereunder, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim, equity or encumbrance of any kind (“Security Interest”); and upon delivery of such New Shares and payment of the Purchase Price therefor as herein contemplated, MIMUSA will receive good and valid title to the New Shares purchased by it from the Company.

               SECTION 2.05. Authorization of Transfer of the New Shares. All necessary action has been taken by the Company to duly and validly sell, assign and transfer to MIMUSA the New Shares to be sold by the Company hereunder, to deliver the New Shares to be sold by the Company hereunder, to accept payment therefor and otherwise to consummate the transactions contemplated herein.

               SECTION 2.06. Purchase Agreement Representations. The representations and warranties contained in Section 1(a)(ii) — (v), (ix), (x), (xii), and (xv) — (xxiv) in the Purchase Agreement are true and correct as of the day hereof.

ARTICLE 3
REPRESENTATIONS BY THE TRUST

               The Company, as Sponsor of the Trust, represents and warrants to MIMUSA as follows:

               SECTION 3.01. Corporate Existence and Power. The Trust has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, is and will be treated as a “grantor trust” for federal income tax purposes under existing law, has the trust power and authority to enter into this Private Placement Agreement

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and to conduct its business as described in the Prospectus and is not required to be authorized to do business in any other jurisdiction. When issued by the Trust and delivered by the Company pursuant to this Private Placement Agreement against payment of the consideration set forth in this Private Placement Agreement, the New Shares will represent beneficial interests in the Trust.

               SECTION 3.02. Due Authority of Trustees. The Regular Trustee of the Trust, as defined in the Trust Agreement, is authorized in such capacity to execute and deliver this Private Placement Agreement and to authorize the delivery to the Company of the New Shares to be sold by the Trust under this Private Placement Agreement and to accept payment therefor in the form of the LLC Interests.

               SECTION 3.03. Authority, Approval and Enforceability. This Private Placement Agreement has been duly authorized, executed and delivered by the Trust and constitutes its valid and binding agreement, enforceable against it in accordance with its terms. The Registration Rights Agreement has been duly authorized and, when duly executed and delivered by the Trust, will constitute its valid and binding agreement, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and to equitable principles of general applicability.

               SECTION 3.04. Authorization of New Shares; New Shares Fully Paid and Non-Assessable; No Liability; No Preemption. All necessary action has been taken by the Trust to duly and validly authorize, issue and deliver the New Shares to the Company in a number equal to the number of LLC Interests delivered to the Trust as consideration for such New Shares; upon delivery of such New Shares and payment of such consideration therefor, in exchange for the LLC Interests acquired as herein contemplated, the New Shares to be purchased from the Trust by the Company in exchange for the LLC Interests will be fully paid and non-assessable; no holder of New Shares will be subject to personal liability by reason of being such a holder; and the issuance of the New Shares is not subject to statutory or contractual preemptive or other similar rights.

               SECTION 3.05. Ownership of LLC Interests. Upon consummation of the transactions contemplated hereby, the Trust will own the LLC Interests free and clear of any Security Interest.

               SECTION 3.06. Purchase Agreement Representations. The representations and warranties contained in Section 1(b)(v) — (viii) and (x) in the Purchase Agreement are true and correct as of the day hereof.

ARTICLE 4
REPRESENTATIONS OF MIMUSA

               MIMUSA represents and warrants to the Company and the Trust as follows:

               SECTION 4.01. Corporate Power. MIMUSA has the corporate power and authority to enter into this Private Placement Agreement.

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               SECTION 4.02. Authority, Approval and Enforceability. This Private Placement Agreement has been duly authorized, executed and delivered by MIMUSA and constitutes its valid and binding agreement, enforceable against it in accordance with its terms. The Management Services Agreement has been duly authorized by MIMUSA and, when executed and delivered by MIMUSA, will constitute its valid and binding agreement, enforceable against it in accordance with its terms.

               SECTION 4.03. Private Placement.

     (a) MIMUSA understands that the offering and sale of the New Shares to it as contemplated hereby are intended to be exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”), pursuant to Section 4(2) thereunder.

     (b) The New Shares to be acquired by MIMUSA pursuant to this Private Placement Agreement are being acquired for its own account for investment and without a view to the public distribution of such New Shares or any interest therein; provided that nothing contained herein shall prevent MIMUSA and subsequent holders of the Restricted Securities, as defined in Section 5.05 below, from transferring such securities in compliance with the provisions of Article 5 hereof.

     (c) MIMUSA has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the New Shares, and MIMUSA is capable of bearing the economic risks of such investment, including a complete loss of its investment in the New Shares.

     (d) MIMUSA has been given the opportunity to ask questions of and receive answers from the Company and the Trust concerning the Company, the Trust, the New Shares, the LLC Interests and other related matters. MIMUSA further represents and warrants to the Company and the Trust that it has been furnished with all information it deems necessary or desirable to evaluate the merits and risks of the acquisition of the New Shares and that the Company and the Trust have made available to MIMUSA or its agents all documents and information relating to an investment in the New Shares requested by or on behalf of MIMUSA. In evaluating the suitability of an investment in the New Shares, MIMUSA has not relied upon any other representations or other information (other than as contemplated by the preceding sentences), whether oral or written, made by or on behalf of the Company or the Trust.

     (e) MIMUSA is an “Accredited Investor” as such term is defined in Regulation D under the 1933 Act.

ARTICLE 5
TRANSFER OF RESTRICTED SECURITIES

               SECTION 5.01. General Provisions. Restricted Securities are transferable only pursuant to (i) public offerings registered under the 1933 Act, (ii) Rule 144 under the 1933 Act (or any similar rule or rules then in force) if such rule is available, (iii) registration pursuant to the terms of the Registration Rights Agreement, or (iv) subject to the conditions specified in Section 5.02 below, any other applicable exemption from registration legally available under the

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1933 Act; and in the cases of clauses (i) through (iv) above, inclusive, only to the extent set forth in Article 6 below.

               SECTION 5.02. Opinion Delivery. In connection with the transfer of any Restricted Securities (other than a transfer described in Section 5.01(i) or (ii) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Shearman & Sterling LLP or other counsel that, to the Company’s reasonable satisfaction, is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the 1933 Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Shearman & Sterling LLP or other counsel that no subsequent transfer of such Restricted Securities shall require registration under the 1933 Act, the Company, as Sponsor of the Trust, shall cause the Trust to, promptly upon such contemplated transfer, deliver new certificates for such Restricted Securities that do not bear the 1933 Act legend set forth below in Section 5.03. If the Company is not required to cause the Trust to deliver new certificates for such Restricted Securities bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company and the Trust in writing its agreement to be bound by the conditions contained in this Section 5.02. Notwithstanding anything to the contrary herein, transfers to or among affiliates of MIMUSA shall not require delivery of the opinion required in this Section 5.02.

               SECTION 5.03. Legend. Each certificate or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form:

“THE SHARES OF TRUST STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SHARES OF TRUST STOCK HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, BY ANY STATE SECURITIES COMMISSION OR BY ANY OTHER REGULATORY AUTHORITY OF ANY OTHER JURISDICTION. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.”

               SECTION 5.04. Legend Removal. If any Restricted Securities become eligible for sale pursuant to Rule 144(k), the Company, as Sponsor of the Trust, shall direct the Trust, upon the request of the holder of such Restricted Securities, to remove the legend set forth in Section 5.03 from the certificates for such Restricted Securities.

               SECTION 5.05. Definition of Restricted Securities. For the purposes of this Private Placement Agreement, “Restricted Securities” means (i) the New Shares issued hereunder and (ii) any securities issued with respect to the New Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger,

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consolidation or other reorganization. As to any particular Restricted Securities, such securities shall cease to be Restricted Securities when they have (a) been effectively registered under the 1933 Act and disposed of in accordance with the registration statement covering them, (b) been distributed to the public through a broker, dealer or market maker pursuant to Rule 144 (or any similar provision then in force) under the 1933 Act or become eligible for sale pursuant to Rule 144(k) (or any similar provision then in force) under the 1933 Act or (c) been otherwise transferred and new stock certificates not bearing the 1933 Act legend set forth in Section 5.03 have been delivered by the Trust in accordance with Section 5.02. Whenever any particular securities cease to be Restricted Securities, the holder thereof shall be entitled to receive from the Trust, without expense, new certificates representing securities of like tenor not bearing a 1933 Act legend of the character set forth in Section 5.03.

ARTICLE 6
MISCELLANEOUS

               SECTION 6.01. Notices. All notices and other communications required or permitted under this Private Placement Agreement shall be deemed to have been duly given and made if in writing and if served by personal delivery to the party for whom intended, by facsimile transmission, by telegram or telex or by registered or certified mail (postage prepaid, return receipt requested), sent to the following addresses (or such other address for a party as shall be specified by like notice):

(a)	if to the Company:
	Macquarie Infrastructure Company LLC 600 Fifth Avenue, 21st Floor New York, New York 10020 Facsimile: (212) 581-8037 Attention: David Mitchell
(b)	if to the Trust:
	Macquarie Infrastructure Company Trust 600 Fifth Avenue, 21st Floor New York, New York 10020 Facsimile: (212) 581-8037 Attention: Peter Stokes
(c)	if to MIMUSA:
	Macquarie Infrastructure Management (USA) Inc. 600 Fifth Avenue, 21st Floor New York, New York 10020 Facsimile: (212) 581-8037 Attention: Stephen Peet

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and, in the case of any notice sent to the Company or to the Trust, with a copy to:

Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
Attention: Antonia E. Stolper, Esq.
Fax: 646-848-5009

               SECTION 6.02. Amendments and Waivers. Any provision of this Private Placement Agreement may be amended, modified, supplemented or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Private Placement Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.

               SECTION 6.03. Successors and Assigns. The provisions of this Private Placement Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Private Placement Agreement without the consent of each other party hereto, and provided further that, notwithstanding the foregoing, MIMUSA may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement to any of its affiliates (as such term is defined in Rule 144 under the 1933 Act).

               SECTION 6.04. Severability. Any provision of this Private Placement Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Private Placement Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

               SECTION 6.05. Counterparts; Effectiveness; Third-Party Beneficiaries. This Private Placement Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Private Placement Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto. No provision of this Private Placement Agreement is intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

               SECTION 6.06. Entire Agreement. This Private Placement Agreement and the other Company Documents constitute the entire agreement among the parties with respect to the subject matter of this Private Placement Agreement and supersede and preempt all prior agreements and understandings, both oral and written, among the parties with respect to the subject matter of this Private Placement Agreement in any way.

               SECTION 6.07. Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

               SECTION 6.08. Governing Law. This Private Placement Agreement shall be governed by and construed in accordance with laws of the State of New York.

[Signature Page Follows]

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               IN WITNESS WHEREOF, the parties hereto have caused this Private Placement Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

MACQUARIE INFRASTRUCTURE COMPANY LLC
By:	/s/ David M. Mitchell Name: David M. Mitchell
	Title: Chief Financial Officer
MACQUARIE INFRASTRUCTURE COMPANY TRUST
	BY: MACQUARIE INFRASTRUCTURE COMPANY LLC, as Sponsor
By:	/s/ David M. Mitchell Name: David M. Mitchell
	Title: Chief Financial Officer
MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC.
By:	/s/ Peter Stokes Name: Peter Stokes
	Title: President and Chief Executive Officer

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EX-99.C

Exhibit C

C-1

EXECUTION VERSION

MANAGEMENT SERVICES AGREEMENT

AMONG

MACQUARIE INFRASTRUCTURE COMPANY LLC,
MACQUARIE INFRASTRUCTURE COMPANY INC.,
MACQUARIE YORKSHIRE LLC,
SOUTH EAST WATER LLC,
COMMUNICATIONS INFRASTRUCTURE LLC

AND

MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC.

Dated as of December 21, 2004

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TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS
ARTICLE II APPOINTMENT OF THE MANAGER
Section 2.1 Appointment		39
Section 2.2 Initial Investment		39
Section 2.3 Agreement to Bind Subsidiaries		39
Section 2.4 Term		39
ARTICLE III SERVICES TO BE PERFORMED BY THE MANAGER
Section 3.1 Duties of the Manager		39
Section 3.2 Obligations of the Company and the Managed Subsidiaries		44
ARTICLE IV POWERS OF THE MANAGER
Section 4.1 Powers of the Manager		45
Section 4.2 Delegation		46
Section 4.3 Manager’s Duties Exclusive		46
ARTICLE V INSPECTION OF RECORDS
Section 5.1 Books and Records		46
ARTICLE VI AUTHORITY OF THE COMPANY, THE MANAGED SUBSIDIARIES AND THE MANAGER

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ARTICLE VII MANAGEMENT FEES
Section 7.1 Structuring Fee	47
Section 7.2 Base Management Fees	47
Section 7.3 Performance Fee	48
Section 7.4 Registration Rights	49
Section 7.5 Ability to Issue Trust Stock	49
ARTICLE VIII SECONDMENT OF PERSONNEL BY THE MANAGER
Section 8.1 Secondment of CEO and CFO	49
Section 8.2 Remuneration of CEO and CFO	49
Section 8.3 Secondment of Additional Personnel	50
Section 8.4 Removal of Seconded Individuals	50
Section 8.5 Indemnification	50
ARTICLE IX EXPENSE REIMBURSEMENT
Section 9.1 Company Expenses	50
ARTICLE X RESIGNATION AND REMOVAL OF THE MANAGER
Section 10.1 Resignation by the Manager	52
Section 10.2 Removal of the Manager	53
Section 10.3 Withdrawal of Branding	54
Section 10.4 Resignation of the Chairman and the Seconded Officers	55
Section 10.5 Directions	55
ARTICLE XI INDEMNITY
Section 11.1 Indemnification of Manager	55
Section 11.2 Indemnification of Company	56
Section 11.3 Indemnification	56

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ARTICLE XII LIMITATION OF LIABILITY OF THE MANAGER
Section 12.1 Limitation of Liability	56
Section 12.2 Manager May Rely	57
ARTICLE XIII LEGAL ACTIONS
Section 13.1 Third Party Claims	57
ARTICLE XIV MISCELLANEOUS
Section 14.1 Obligation of Good Faith; No Fiduciary Duties	58
Section 14.2 Compliance	58
Section 14.3 Effect of Termination	58
Section 14.4 Notices	58
Section 14.5 Captions	58
Section 14.6 Applicable Law	59
Section 14.7 Amendment	59
Section 14.8 Severability	59
Section 14.9 Entire Agreement	59
Schedule I — Priority Protocol

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               MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of December 21, 2004, among Macquarie Infrastructure Company LLC, a Delaware limited liability company (the “Company”), Macquarie Infrastructure Company Inc., a Delaware corporation, Macquarie Yorkshire LLC, a Delaware limited liability company, South East Water LLC, a Delaware limited liability company, Communications Infrastructure LLC, a Delaware limited liability company (each a “Managed Subsidiary” and, together with any directly owned Subsidiary of the Company as from time to time may exist and that has executed a counterpart of this Agreement in accordance with Section 2.3 herein, collectively, the “Managed Subsidiaries”), and Macquarie Infrastructure Management (USA) Inc., a Delaware corporation (the “Manager”). Individually, each party hereto shall be referred to as a “Party” and collectively as the “Parties.”

               WHEREAS, the Company and the Managed Subsidiaries have agreed to appoint the Manager to manage their business and affairs as herein described; and

               WHEREAS, the Manager has agreed to act as Manager on the terms and subject to the conditions set forth herein;

               NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Parties hereto agree as follows:

ARTICLE I

DEFINITIONS

               “Additional Offering” means for any Fiscal Quarter in which a Performance Fee is being calculated any offering of shares of Trust Stock other than shares of Trust Stock issued in connection with the Trust’s initial public offering or concurrent private placement to the Manager in which the total number of shares of Trust Stock issued in such offering equals or exceeds 15% of the total number of shares of Trust Stock issued and outstanding immediately prior to such offering; provided that “Additional Offering” shall not include:

     (i) any issuance of shares of Trust Stock to the Manager pursuant to Article VII hereof;

     (ii) the issuance of any shares of Trust Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any such plan; or

     (iii) the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of, or any such plan or program assumed by the Company or any of its subsidiaries.

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               “Additional Offering Foreign Net Equity Value” means the aggregate USD amount of the total proceeds from any Additional Offering which is to be applied to increase Foreign Net Equity Value.

               “Additional Offering Macquarie Infrastructure Company Trust Accumulation Index” means, with respect to the relevant Additional Shares, the Additional Offering Macquarie Infrastructure Company Trust Accumulation Index calculated by Morgan Stanley Capital International Inc., in accordance with the methodology used to calculate the indices used in the calculation of clause (ii) of the Benchmark Return for the relevant Fiscal Quarter; provided that, in the event that the Macquarie Infrastructure Company Trust Accumulation Index is not calculated by Morgan Stanley Capital International Inc., the Manager shall cause the institution then used to calculate the Macquarie Infrastructure Company Trust Accumulation Index to calculate the Additional Offering Macquarie Infrastructure Company Trust Accumulation Index in accordance with the methodology used to calculate the indices used in the calculation of clause (ii) of the Benchmark Return for the relevant Fiscal Quarter.

               “Additional Offering U.S. Net Equity Value” means the aggregate USD amount of the total proceeds from any Additional Offering which is to be applied to increase U.S. Net Equity Value.

               “Additional Offering Weighted Average Percentage Change Of The MSCI Europe Utilities Index” means the change in percentage terms for a relevant Fiscal Quarter calculated according to the following formula:

               Z2 = N2 x (Q2 - P2) / P2

               where

Z2 = the Additional Offering Weighted Average Percentage Change Of The MSCI Europe Utilities Index;

N2 = the percentage determined by dividing (i) the Additional Offering Foreign Net Equity Value by (ii) the sum of the Additional Offering Foreign Net Equity Value and the Additional Offering U.S. Net Equity Value;

P2 = the average closing MSCI Europe Utilities Index over the last 15 Trading Days ending immediately prior to the first day of trading of the relevant Additional Shares; and

Q2 = the average closing MSCI Europe Utilities Index over the last 15 Trading Days of the current Fiscal Quarter, or over such lesser number of Trading Days from and including the first day of trading with respect to the Additional Shares through and including the Fiscal Quarter End Date of such Fiscal Quarter.

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               “Additional Offering Weighted Average Percentage Change Of The MSCI U.S. IMI/Utilities Index” means the change in percentage terms for a relevant Fiscal Quarter calculated according to the following formula:

Y2 = J2 x (L2 - K2) / K2

where

Y2 = the Additional Offering Weighted Average Percentage Change Of The MSCI U.S. IMI/Utilities Index;

J2 = the percentage determined by dividing (i) the Additional Offering U.S. Net Equity Value by (ii) the sum of the Additional Offering Foreign Net Equity Value and the Additional Offering U.S. Net Equity Value;

K2 = the average closing MSCI U.S. IMI/Utilities Index over the last 15 Trading Days ending immediately prior to the first day of trading of the relevant Additional Shares; and

L2 = the average closing MSCI U.S. IMI/Utilities Index over the last 15 Trading Days of the current Fiscal Quarter, or over such lesser number of Trading Days from and including the first day of trading with respect to the Additional Shares through and including the Fiscal Quarter End Date of such Fiscal Quarter.

               “Additional Shares” means the aggregate number of shares of Trust Stock issued in an Additional Offering (including any shares issued pursuant to the exercise of an over-allotment option).

               “Affiliate” means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person or (ii) any officer, director, general member, member or trustee of such Person. For purposes of this definition, the terms “controlling,” “controlled by” or “under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person or entity, whether through the ownership of voting securities, by contract or otherwise, or the power to elect at least 50% of the directors, managers, general members, or Persons exercising similar authority with respect to such Person or entity.

               “Agreement” or “Management Services Agreement” means this Management Services Agreement, including all Exhibits and Schedules attached hereto, as amended from time to time. Words such as “herein,” “hereinafter,” “hereof,” “hereto” and “hereunder” refer to this Agreement as a whole, unless the context otherwise requires.

               “AUD” means the lawful currency of the Commonwealth of Australia.

               “Bankruptcy Law” means title 11, United States Code or any similar federal or state law for the relief of debtors.

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               “Base Management Fee” means in respect of a Fiscal Quarter:

     (i) where the Net Investment Value is less than or equal to USD500 million, 0.375% per Fiscal Quarter of the Net Investment Value,

     (ii) where the Net Investment Value is greater than USD500 million but less than or equal to USD1,500 million, USD1.875 million per Fiscal Quarter plus 0.3125% per Fiscal Quarter of such Net Investment Value exceeding USD500 million but not exceeding USD1,500 million, or

     (iii) where the Net Investment Value is greater than USD1,500 million, USD5.0 million per Fiscal Quarter plus 0.25% per Fiscal Quarter of such Net Investment Value exceeding USD1,500 million;

adjusted on a pro rata basis if the Fiscal Quarter in respect of which the calculation is made is the Fiscal Quarter commencing on the Commencement Date;

less

     (x) the USD amount of any fees paid by the Company or any of its Subsidiaries during the Fiscal Quarter to any individuals seconded to the Company pursuant to Article VIII, or to any officer, director, staff member or employee of the Manager or any Manager Affiliate, as compensation for serving as a director on the Board of Directors of the Company, any Subsidiary of the Company, or any company in which the Company or its Subsidiaries have invested, excluding amounts paid as reimbursement for expenses, in each case to the extent not subsequently paid to the Company or a Subsidiary of the Company;

     (y) the amount of any management fees other than performance-based management fees payable to the Manager or a Manager Affiliate for that Fiscal Quarter (adjusted, to the extent required, on a pro rata basis if the Fiscal Quarter in respect of which the calculation is made is the Fiscal Quarter commencing on the Commencement Date) in relation to the management of a Macquarie Managed Investment Vehicle (calculated in USD using the applicable exchange rate on the last Business Day of such Fiscal Quarter) multiplied by the Company’s percentage ownership in the Macquarie Managed Investment Vehicle on the last Business Day of the Fiscal Quarter; provided that, to the extent that such management fee accrues over a period in excess of any Fiscal Quarter, such management fee for any Fiscal Quarter will be estimated by the Manager and will be adjusted to actual in the Fiscal Quarter such fee becomes payable. For the avoidance of doubt such management fees do not include expense reimbursements or indemnities for Costs; and

     (z) all Base Management Fees previously earned in any Fiscal Quarter in relation to any Future Investment if it was determined conclusively during the relevant Fiscal Quarter that such Future Investment would not be made.

               “Benchmark Return” means the amount expressed in USD in respect of a Fiscal Quarter in accordance with the following formula:

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BR = BR1 + BR2

where

BR = the Benchmark Return for the Fiscal Quarter;

and

(i) BR1 = X1 x (Y1 + Z1)

where

BR1 = the Benchmark Return for the Fiscal Quarter applicable to all shares of Trust Stock other than those included in the calculation of BR2;

X1 = has the same meaning as “A1” in the definition of Return;

Y1 = the Weighted Average Percentage Change of the MSCI U.S. IMI/Utilities Index over the Fiscal Quarter; and

Z1 = the Weighted Average Percentage Change of the MSCI Europe Utilities Index over the Fiscal Quarter.

(ii) BR2 = X2 x (Y2 + Z2)

where

BR2 = the Benchmark Return for the Fiscal Quarter applicable solely to the Additional Shares issued in an Additional Offering during the relevant Fiscal Quarter;

X2 = has the same meaning as “A2” in the definition of Return;

Y2 = the Additional Offering Weighted Average Percentage Change of the MSCI U.S. IMI/Utilities Index over the period from and including the first day of trading with respect to any Additional Shares issued during the Fiscal Quarter for which a Performance Fee is being calculated, through and including the Fiscal Quarter End Date of such Fiscal Quarter; and

Z2 = the Additional Offering Weighted Average Percentage Change of the MSCI Europe Utilities Index over the period from and including the first day of trading with respect to any Additional Shares issued during the Fiscal Quarter for which a Performance Fee is being calculated, through and including the Fiscal Quarter End Date of such Fiscal Quarter.

               “Board” or “Board of Directors” means, with respect to the Company, any Managed Subsidiary or any Subsidiary, as the case may be, the Board of Directors of the Company, such Managed Subsidiary or Subsidiary, or any committee of the Board of Directors that has been duly authorized by the Board of Directors to make a decision on the matter in

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question or bind the Company, such Managed Subsidiary or such Subsidiary, as the case may be, as to the matter in question.

               “Business” means the business of owning and operating businesses and making investments in the United States and elsewhere, as may be conducted or made, directly and indirectly, by the Company from time to time.

               “Business Day” means a day of the year on which banks are not required or authorized to close in The City of New York.

               “CAD” means the lawful currency of Canada.

               “Chairman” means the Chairman of the Board of Directors of the Company.

               “Chief Executive Officer” means the Chief Executive Officer of the Company, including any interim Chief Executive Officer.

               “Chief Financial Officer” means the Chief Financial Officer of the Company, including any interim Chief Financial Officer.

               “Commencement Date” has the meaning set forth in Section 2.4.

               “Company” has the meaning set forth in the first paragraph of this Agreement.

               “Company Officers” means the Chief Executive Officer and the Chief Financial Officer and any other officer of the Company hereinafter appointed by the Board of Directors of the Company.

               “Compensation Committee” means the Compensation Committee of the Board of Directors of the Company.

               “Contracted Assets” means businesses that derive a majority of their revenues from long-term contracts with other businesses or governments.

               “Costs” includes costs, charges, fees, expenses, commissions, liabilities, losses, damages and Taxes and all amounts payable in respect of them or like amounts.

               “Custodian” means any receiver, trustee, assignee, liquidator or other similar official under any Bankruptcy Law.

               “Delisting Event” means a transaction or series of related transactions involving the acquisition of Trust Stock by third parties in an amount that results in the Trust Stock ceasing to be listed on a nationally recognized U.S. exchange or on the Nasdaq National Market because the Trust Stock ceased to meet the distribution and trading criteria of such exchange or market.

               “Deficit” means the aggregate amounts in USD in respect of each Fiscal Quarter since a Performance Fee has become due and payable (or, if a Performance Fee has not been paid, since the Commencement Date), not including the Fiscal Quarter in respect of which a

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calculation is being made, by which the Benchmark Return for each such Fiscal Quarter exceeds the Return for that Fiscal Quarter (if any).

               “Earnings Release Day” means any Business Day that the Company releases to the public quarterly or annual historical consolidated financial information.

               “Exchange Act” means the Securities Exchange Act of 1934, as amended.

               “Fiscal Quarter” means (i) the period commencing on the Commencement Date and ending on December 31, 2004, and (ii) any subsequent three-month period commencing on each of October 1, January 1, April 1 and July 1 and ending on the last day before the next such date.

               “Fiscal Quarter End Date” means the last day of a Fiscal Quarter.

               “Fiscal Year” means (i) the period commencing on the Commencement Date and ending on December 31, 2004 and (ii) any subsequent 12-month period commencing on January 1 and ending on December 31.

               “Foreign Net Equity Value” means the Net Equity Value for the portion of the Business held outside of the United States (measured in USD based on the then-applicable exchange rate) as determined by the Manager and approved by the Compensation Committee of the Company (which approval shall not be unreasonably withheld, delayed or conditioned).

               “Future Investment” means a contractual commitment to invest represented by a definitive agreement.

               “GAAP” means generally accepted accounting principles in effect in the United States of America from time to time.

               “Independent Director” means a director who (a) (i) is not an officer or employee of the Company, or an officer, director or employee of any of the Managed Subsidiaries or any Subsidiary, (ii) was not appointed as a director pursuant to the terms of this Agreement and (iii) is not affiliated with the Manager or any Manager Affiliate; and (b) complies with the independence requirements under the Exchange Act and the NYSE Rules.

               “Initial Investment” has the meaning set forth in Section 2.2.

               “Initial Level of the Additional Offering Macquarie Infrastructure Company Trust Accumulation Index” means the initial value designated at the time of the establishment of the relevant Additional Offering Macquarie Infrastructure Company Trust Accumulation Index, which shall be based on the offering price of the Additional Shares issued in the relevant Additional Offering.

               “Initial Level of the Macquarie Infrastructure Company Trust Accumulation Index” means the initial value designated at the time of the establishment of the Macquarie Infrastructure Company Trust Accumulation Index, which shall be based on the initial public offering price of the Trust Stock.

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               “ISF” has the meaning set forth in Section 3.1(b)(iii).

               “Liabilities” has the meaning set forth in Section 11.1.

               “LLC Agreement” means the Amended and Restated Operating Agreement of Macquarie Infrastructure Company LLC dated as of December 21, 2004.

               “LLC Interest” means a limited liability company interest in the Company in accordance with the LLC Agreement.

               “Manager Affiliate” means any Affiliate of the Manager other than the Trust, the Company, any Subsidiary of the Company or any Person who would be deemed a Manager Affiliate solely as a result of such Person’s association with the Trust, the Company or any Subsidiary of the Company.

               “Macquarie Infrastructure Company Trust Accumulation Index” means the Macquarie Infrastructure Company Trust Accumulation Index as calculated by Morgan Stanley Capital International Inc., in accordance with the methodology used to calculate the indices used in the calculation of clause (i) of the Benchmark Return from time to time. In the event that the indices used in the calculation of the Benchmark Return are not calculated by Morgan Stanley Capital International Inc., the Manager may select another institution of comparable recognized standing that is not a Manager Affiliate to calculate the Macquarie Infrastructure Company Trust Accumulation Index in a manner consistent with the methodology used to calculate the indices then used in the calculation of clause (i) of the Benchmark Return.

               “Macquarie Managed Investment Vehicle” means an entity which is managed by the Manager or a Manager Affiliate where such Person receives remuneration, other than expense reimbursement or indemnity for Costs, for managing the entity.

               “Managed Subsidiary” and “Managed Subsidiaries” have the meanings set forth in the first paragraph of this Agreement.

               “Manager” has the meaning set forth in the first paragraph of this Agreement.

               “Market Value of the Trust Stock” means the product of (1) the average number of shares of Trust Stock issued and outstanding, other than treasury shares, during the last 15 Trading Days in the relevant Fiscal Quarter or, for the Fiscal Quarter commencing on the Commencement Date, over such lesser number of Trading Days from and including the first day of trading for the Trust Stock through and including the Fiscal Quarter End Date of such Fiscal Quarter, multiplied by (2) the volume weighted average trading price per share of Trust Stock traded on the NYSE over those 15 Trading Days or, for the Fiscal Quarter commencing on the Commencement Date, over such lesser number of Trading Days from and including the first day of trading for the Trust Stock through and including the Fiscal Quarter End Date of such Fiscal Quarter.

               “Member” with respect to the Company means the Trust as original Member and any successor to the original Member, in accordance with the terms of the LLC Agreement. “Members” means all Persons that at any time are Members of the Company.

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               “MSCI Europe Utilities Index” means the total return equity index with that name calculated in USD and published by Morgan Stanley Capital International Inc. or, if that index ceases to be calculated or ceases to be publicly available, the nearest equivalent available index selected by the Manager and reasonably acceptable to the Compensation Committee of the Company that is (a) calculated by an institution of comparable recognized standing that is not a Manager Affiliate and (b) publicly available.

               “MSCI U.S. IMI/Utilities Index” means the total return equity index with that name calculated in USD and published by Morgan Stanley Capital International Inc. or, if that index ceases to be calculated or ceases to be publicly available, the nearest equivalent available index selected by the Manager and reasonably acceptable to the Compensation Committee of the Company that is (a) calculated by an institution of comparable recognized standing that is not a Manager Affiliate and (b) publicly available.

               “Net Equity Value” means the fair value of the equity of the Business (as measured in USD, based on the then-applicable exchange rates, if applicable) as determined by the Manager and approved by the Compensation Committee of the Company (which approval shall not be unreasonably withheld, delayed or conditioned).

               “Net Investment Value” means:

     (a) the Market Value of the Trust Stock; plus

     (b) the amount of any borrowings (other than intercompany borrowings) of the Company and its Managed Subsidiaries (but not including borrowings on behalf of any Subsidiary of the Managed Subsidiaries); plus

     (c) the value of Future Investments of the Company and/or any of its Subsidiaries other than cash or cash equivalents, as calculated by the Manager and approved by the Compensation Committee of the Company (which approval shall not be unreasonably withheld, delayed or conditioned); provided that such Future Investment has not been outstanding for more than two consecutive Fiscal Quarters; less

     (d) the aggregate amount held by the Company and its Managed Subsidiaries in cash or cash equivalents (but not including cash or cash equivalents held specifically for the benefit of any Subsidiary of a Managed Subsidiary).

               “New Investment Vehicle” has the meaning set forth in Section 3.1(b)(iii).

               “NYSE” means the New York Stock Exchange, Inc.

               “NYSE Rules” means the rules of the New York Stock Exchange.

               “Performance Fee” for a Fiscal Quarter means, if the Return for such Fiscal Quarter is greater than zero, 20% of the amount (if any) by which the Return for such Fiscal Quarter together with any Surplus exceeds the Benchmark Return for such Fiscal Quarter together with any Deficit.

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               “Performance Test Return” means the amount expressed in percentage terms in accordance with the following formula:

               (C1 - B1) / B1

               where

               B1 and C1 are as defined in the definition of Return.

               “Performance Test Benchmark Return” means the amount expressed in percentage terms in accordance with the following formula:

               Y1 + Z1

               where

               Y1 and Z1 are as defined in the definition of Benchmark Return.

               “Person” means any individual, company (whether general or limited), limited liability company, corporation, trust, estate, association, nominee or other entity.

               “Regulated Assets” means businesses that are the sole or predominant providers of at least one essential service in their service areas and where the level of revenue earned or charges imposed are regulated by government entities.

               “Return” means the amount expressed in USD in respect of a Fiscal Quarter in accordance with the following formula:

               R = R1 + R2

               where

               R = the Return for the Fiscal Quarter

               and

               (i) R1 = A1 x (C1 - B1) / B1

               where

                 R1 = the Return for the Fiscal Quarter applicable to all shares of Trust Stock other than those included in the calculation of R2;

A1 = the average number of shares of Trust Stock issued and outstanding, other than treasury shares, during the last 15 Trading Days in the previous Fiscal Quarter (or, if the previous Fiscal Quarter was the Fiscal Quarter commencing on the Commencement Date, over such lesser number of Trading Days from and including the first day of trading for the Trust Stock through and including the Fiscal Quarter End Date of the previous Fiscal

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Quarter) multiplied by the volume weighted average trading price per share of Trust Stock traded on the NYSE during such 15 Trading Days (or, if the previous Fiscal Quarter was the Fiscal Quarter commencing on the Commencement Date, over such lesser number of Trading Days from and including the first day of trading for the Trust Stock through and including the Fiscal Quarter End Date of the previous Fiscal Quarter) or, for the Fiscal Quarter commencing on the Commencement Date, the aggregate number of shares of Trust Stock issued and outstanding on the last closing date of the initial public offering (including the shares of Trust Stock issued to the Manager pursuant to Section 2.2) multiplied by the initial public offer price;

B1 = the average of the daily closing Macquarie Infrastructure Company Trust Accumulation Index over the last 15 Trading Days of the previous Fiscal Quarter (or, if the previous Fiscal Quarter was the Fiscal Quarter commencing on the Commencement Date, over such lesser number of Trading Days from and including the first day of trading for the Trust Stock through and including the Fiscal Quarter End Date of the previous Fiscal Quarter) or, for the Fiscal Quarter Commencing on the Commencement Date, the Initial Level of the Macquarie Infrastructure Company Trust Accumulation Index; and

C1 = the average of the daily closing Macquarie Infrastructure Company Trust Accumulation Index over the last 15 Trading Days of the current Fiscal Quarter or, for the Fiscal Quarter commencing on the Commencement Date, over such lesser number of Trading Days from and including the first day of trading for the Trust Stock through and including the Fiscal Quarter End Date of such Fiscal Quarter.

(ii) R2 = A2 x (C2 - B2) / B2

where

R2 = the Return for the Fiscal Quarter applicable solely to the Additional Shares issued during such Fiscal Quarter;

A2 = the number of such Additional Shares times the per share offer price for those Additional Shares;

B2 = the Initial Level of the Additional Offering Macquarie Infrastructure Company Trust Accumulation Index applicable to such Additional Shares; and

C2 = the average of the daily closing Additional Offering Macquarie Infrastructure Company Trust Accumulation Index applicable to such Additional Shares over the last 15 Trading Days of the current Fiscal Quarter, or over such lesser number of Trading Days from and including the first day of trading with respect to the Additional Shares through and including the Fiscal Quarter End Date of such Fiscal Quarter.

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               “Rules and Regulations” means the rules and regulations promulgated under the Exchange Act or the Securities Act.

               “Securities Act” means the Securities Act of 1933, as amended.

               “Services” has the meaning set forth in Section 3.1(b).

               “Share Price Period” means the 15 Trading Days beginning on the Trading Day immediately following a record date with respect to the payment of cash dividends relating to the most recent Fiscal Quarter; provided, however, that if either (i) the Company has not declared a cash dividend with respect to such Fiscal Quarter on or prior to the relevant Earnings Release Date or (ii) the Company has set a record date with respect to such cash dividend that is more than 45 days after the relevant Earnings Release Date related to such Fiscal Quarter, the Share Price Period shall begin on the third Trading Day following the Earnings Release Date.

               “Structuring Fee” has the meaning set forth in Section 7.1.

               “Subsidiary” means, with respect to any Person, any corporation, company, joint venture, limited liability company, association or other entity in which such Person owns, directly or indirectly, more than 50% of the outstanding equity securities or interests, the holders of which are generally entitled to vote for the election of the Board of Directors or other governing body of such entity.

               “Surplus” means the aggregate amounts in USD in respect of each Fiscal Quarter since a Performance Fee has become due and payable (or, if a Performance Fee has not been paid, since the Commencement Date), not including the Fiscal Quarter in respect of which a calculation is being made, by which the Return for each such Fiscal Quarter exceeds the Benchmark Return for that Fiscal Quarter.

               “Tax” or “Taxes” means any and all taxes, fees, levies, duties, tariffs, imposts, and other charges of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any government or taxing authority, including taxes or other charges on or with respect to income, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security, workers’ compensation, unemployment compensation, or net worth; taxes or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value added, or gains taxes; license, registration and documentation fees; and customs’ duties, tariffs, and similar charges.

               “Termination Date” means the date on which this Agreement and the obligations of the Manager hereunder terminate.

               “Termination Fee” means the amount calculated as follows:

               the sum of (i) all accrued and unpaid Base Management Fees and Performance Fees for the period from the previous Fiscal Quarter End Date to the Delisting Event, using the volume weighted average price per share of Trust Stock paid by an acquiror in the transaction or series of transactions that led to the Delisting Event to calculate such fees, plus (ii)(a) if the price

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per share of Trust Stock stated in (i) above multiplied by the aggregate number of shares of Trust Stock issued and outstanding, other than treasury shares, on the date of the Delisting Event, is less than or equal to $500 million, 10% of such value, or (b) if the price per share of Trust Stock stated in (i) above multiplied by the aggregate number of shares of Trust Stock issued and outstanding, other than treasury shares, on the date of the Delisting Event is greater than $500 million, $50 million plus 1.5% of the value in excess of $500 million.

               “The Macquarie Group” means the Macquarie Group of companies, which comprises Macquarie Bank Limited and its subsidiaries and affiliates worldwide.

               “Trading Day” means a day during which trading in securities generally occurs on the NYSE or, if the Trust Stock is not listed on the NYSE, on the principal other national or regional securities exchange or interdealer quotation system on which the Trust Stock is then listed or quoted.

               “Trust” means Macquarie Infrastructure Company Trust, which holds one hundred percent (100%) of the ownership interest in the Company.

               “Trust Certificate” means the certificates representing shares of Trust Stock.

               “Trust Stock” means the shares of beneficial interest of the Trust; provided that, in the event that all outstanding shares of beneficial interest of the Trust are exchanged for LLC Interests in accordance with the terms of the LLC Agreement, all references herein to “Trust Stock” or “shares of Trust Stock” shall automatically be deemed to refer to LLC Interests upon such exchange.

               “USD” means the lawful currency of the United States of America.

               “User Pays Assets” means businesses that are transportation-related and derive a majority of their revenues from a per use fee or charge.

               “US Net Equity Value” means the Net Equity Value for the portion of the Business held inside the United States as determined by the Manager and approved by the Compensation Committee of the Company (which approval shall not be unreasonably withheld, delayed or conditioned).

               “Weighted Average Percentage Change Of The MSCI Europe Utilities Index” means the change in percentage terms for a period calculated according to the following formula:

               Z1 = N1 x (Q1 - P1) / P1

               where

Z1 = the Weighted Average Percentage Change Of The MSCI Europe Utilities Index;

N1 = the percentage of Net Equity Value attributable to the Foreign Net Equity Value on the last Business Day of the previous Fiscal Quarter, or where the

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current Fiscal Quarter commenced on the Commencement Date, the Foreign Net Equity Value on the Commencement Date;

P1 = the average closing MSCI Europe Utilities Index over the last 15 Trading Days of the previous Fiscal Quarter (or if the previous Fiscal Quarter was the Fiscal Quarter commencing on the Commencement Date, over such lesser number of Trading Days from and including the first day of trading for the Trust Stock through and including the Fiscal Quarter End Date of the previous Fiscal Quarter), or where the current Fiscal Quarter commenced on the Commencement Date, the average closing MSCI Europe Utilities Index over the last 15 Trading Days immediately prior to the Commencement Date; and

Q1 = the average closing MSCI Europe Utilities Index over the last 15 Trading Days of the current Fiscal Quarter or, for the Fiscal Quarter commencing on the Commencement Date, over such lesser number of Trading Days from and including the first day of trading for the Trust Stock through and including the Fiscal Quarter End Date of such Fiscal Quarter.

               “Weighted Average Percentage Change Of The MSCI U.S. IMI/Utilities Index” means the change in percentage terms for a Fiscal Quarter calculated according to the following formula:

Y1 = J1 x (L1 – K1) / K1

where

Y1 = the Weighted Average Percentage Change Of The MSCI U.S. IMI/Utilities Index;

J1 = the percentage of Net Equity Value attributable to the U.S. Net Equity Value on the last Business Day of the previous Fiscal Quarter, or where the current Fiscal Quarter commenced on the Commencement Date, the U.S. Net Equity Value on the Commencement Date;

K1 = the average closing MSCI U.S. IMI/Utilities Index over the last 15 Trading Days of the previous Fiscal Quarter (or if the previous Fiscal Quarter was the Fiscal Quarter commencing on the Commencement Date, over such lesser number of Trading Days from and including the first day of trading for the Trust Stock through and including the Fiscal Quarter End Date of the previous Fiscal Quarter) or, where the current Fiscal Quarter commenced on the Commencement Date, the average closing MSCI U.S. IMI/Utilities Index over the last 15 Trading Days immediately prior to the Commencement Date; and

L1 = the average closing MSCI U.S. IMI/Utilities Index over the last 15 Trading Days of the current Fiscal Quarter or, for the Fiscal Quarter commencing on the Commencement Date, over such lesser number of Trading Days from and including the first day of trading for the Trust Stock through and including the Fiscal Quarter End Date of such Fiscal Quarter.

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ARTICLE II

APPOINTMENT OF THE MANAGER

               Section 2.1 Appointment. The Company and each of the Managed Subsidiaries hereby jointly and severally agree to appoint the Manager to manage their business and affairs under the supervision and control of the Board of Directors of the Company and such Managed Subsidiary and to perform the Services in accordance with the terms of this Agreement.

               Section 2.2 Initial Investment. The Manager will acquire from the Company the number of shares of Trust Stock having an aggregate purchase price of $50 million, concurrently with the initial public offering of the Trust Stock (the “Initial Investment”) and at a per share purchase price equal to the per share initial public offering price. 30% of the Initial Investment may be disposed of at anytime. 70% of the Initial Investment will be held for a period of not less than 12 months from the Commencement Date. At any time from and after the first anniversary of the Commencement Date, the Manager may dispose of a further 35% of the Initial Investment and may dispose of the balance of the Initial Investment at any time from and after the third anniversary of the Commencement Date.

               Section 2.3 Agreement to Bind Subsidiaries. The Company covenants and agrees to cause any Managed Subsidiary created or acquired after the date of this Agreement to execute a counterpart of this Agreement agreeing to be bound by the terms hereunder.

               Section 2.4 Term. The Manager shall provide Services to the Company and its Managed Subsidiaries from the date of the closing of the initial public offering by the Trust and the Company (the “Commencement Date”) until the termination of this Agreement in accordance with Article X.

ARTICLE III

SERVICES TO BE PERFORMED BY THE MANAGER

               Section 3.1 Duties of the Manager. (a) Subject always to the oversight and supervision of the Board of Directors of the Company, the Manager will manage the Company’s and the Managed Subsidiaries’ business and affairs. In the performance of its duties, the Manager will comply with the provisions of the LLC Agreement, as amended from time to time, and the operating objectives, policies and restrictions of the Company in existence from time to time. The Company will promptly provide the Manager with all amendments to the LLC Agreement and all stated operating objectives, policies and restrictions of the Company approved by the Board of Directors of the Company and any other available information requested by the Manager.

               (b) The Manager further agrees and covenants that it will perform the following, referred to herein as the “Services:”

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     (i) cause the carrying out of all day-to-day management, secretarial, accounting, administrative, liaison, representative, regulatory and reporting functions and obligations of the Company and the Managed Subsidiaries, and any such obligations of the Company with respect to the Trust;

     (ii) establish and maintain books and records for the Company and the Managed Subsidiaries consistent with industry standards and in compliance with the Rules and Regulations and with GAAP;

     (iii) identify, evaluate and recommend, through the Company Officers, acquisitions or investment opportunities from time to time; if the Board of Directors of the Company approves any acquisition or investment, negotiate and manage such acquisitions or investments on behalf of the Company; and thereafter manage those acquisitions or investments, as a part of the Company’s Business hereunder, on behalf of the Company and any relevant Managed Subsidiary in accordance with this Section 3.1. To the extent acquisition or investment opportunities covered by the priority protocol set forth in Schedule I to this Agreement are offered to the Manager or to entities that are managed by subsidiaries of Macquarie Bank Limited within the Infrastructure and Specialized Funds Division (or any successor thereto) of the Macquarie Group (“ISF”), the Manager will offer any such acquisition or investment opportunities to the Company in accordance with such priority protocol unless the Chief Executive Officer notifies the Manager in writing that the acquisition or investment opportunity does not meet the Company’s acquisition criteria, as determined by the Board of Directors from time to time. The Company acknowledges and agrees that (i) no Manager Affiliate has any obligation to offer any acquisition or investment opportunities covered by the priority protocol set forth in Schedule I to this Agreement to the Manager or to ISF; (ii) any Manager Affiliate is permitted to establish further investment vehicles that will seek to invest in infrastructure businesses in the United States (a “New Investment Vehicle”); provided that the then-existing rights of the Company and the Managed Subsidiaries pursuant to this Agreement are preserved; and (iii) in the event that an acquisition or investment opportunity is offered to the Company by the Manager and the Company determines that it does not wish to pursue the acquisition or investment opportunity in full, any portion of the opportunity which the Company does not wish to pursue may be offered to any other Person, including a New Investment Vehicle or any other Macquarie Managed Investment Vehicle, in the sole discretion of the Manager or any Manager Affiliate;

     (iv) attend to all matters necessary to ensure the professional management of any Business controlled by the Company;

     (v) identify, evaluate and recommend the sale of all or any part of the Business owned by the Company from time to time in accordance with the Company’s criteria and policies then in effect and, if such proposed sale is approved by the Boards of Directors of the Company and any relevant Managed Subsidiary, negotiate and manage the execution of the sale on behalf of the Company and such relevant Managed Subsidiary;

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     (vi) recommend and, if approved by the Board of Directors of the Company, use its reasonable efforts to procure the raising of funds whether by way of debt, equity or otherwise, including the preparation, review, distribution and promotion of any prospectus or offering memorandum in respect thereof, but without any obligation to provide such funds;

     (vii) recommend to the Board of Directors of the Company amendments and modifications to the LLC Agreement and this Agreement;

     (viii) recommend to the Board of Directors of the Company capital reductions including repurchases of LLC Interests and corresponding Trust Stock;

     (ix) recommend to the Board of Directors of the Company and, as applicable, the Board of Directors of the Managed Subsidiaries the appointment, hiring and dismissal (including all material terms related thereto) of officers, staff and consultants to the Company, the Managed Subsidiaries and any of their Subsidiaries, as the case may be;

     (x) cause the carrying out of maintenance to, or development of, any part of the Business or any asset of the Company or any Managed Subsidiary approved by the Board of Directors of the Company;

     (xi) when appropriate, recommend to the Board of Directors of the Company nominees of the Company as directors of the Managed Subsidiaries and any of their Subsidiaries or companies in which the Company, the Managed Subsidiaries or any of their Subsidiaries has made an investment;

     (xii) recommend to the Board of Directors of the Company the payment of dividends and interim dividends to its Members;

     (xiii) prepare all necessary budgets for submission to the Board of Directors of the Company for approval;

     (xiv) make recommendations to the Board of Directors of the Company and the Managed Subsidiaries for the appointment of auditors, accountants, legal counsel and other accounting, financial or legal advisers and technical, commercial, marketing or other independent experts;

     (xv) make recommendations with respect to the exercise of the voting rights to which the Company or any of the Managed Subsidiaries is entitled in respect of its investments;

     (xvi) recommend and, subject to approval of the Company’s Board of Directors, provide or procure all necessary technical, business management and other resources for Subsidiaries of the Company, including the Managed Subsidiaries, and any other entities in which the Company has made an investment;

     (xvii) do all things necessary on its part to enable compliance by the Company and each Managed Subsidiary, as applicable, with:

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     (A) the requirements of applicable law, including the Rules and Regulations or the rules, regulations or procedures of any foreign, federal, state or local governmental, judicial, regulatory or administrative authority, agency or commission; and

     (B) any contractual obligations by which the Company or any Managed Subsidiary is bound;

     (xviii) prepare and, subject to the approval of the Company’s Board of Directors (which approval shall not be unreasonably withheld, delayed or conditioned), arrange to be filed on behalf of the Company with the Securities and Exchange Commission, any other applicable regulatory body, the NYSE or any other applicable stock exchange or automated quotation system, in a timely manner, all annual, quarterly, current and other reports the Company is required to file with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;

     (xix) attend to all matters necessary for any reorganization, bankruptcy proceedings, dissolution or winding up of the Company or any Managed Subsidiary, subject to approval by the relevant Board of Directors of the Company or any such Managed Subsidiary;

     (xx) attend to the timely calculation and payment of Taxes payable, and the filing of all Tax returns due, by the Company and each of its Subsidiaries;

     (xxi) attend to the opening, closing, operation and management of all the Company and Managed Subsidiary bank accounts and the Company and Managed Subsidiary accounts held with other financial institutions, including making any deposits and withdrawals reasonably necessary for the management of the Company’s and the Managed Subsidiaries’ day-to-day operations;

     (xxii) cause the consolidated financial statements of the Company and its Subsidiaries for each Fiscal Year to be prepared and quarterly interim financial statements to be prepared in accordance with applicable accounting principles for review and audit at least to such extent and with such frequency as may be required by law or regulation;

     (xxiii) recommend the arrangements for the holding and safe custody of the Company’s property including the appointment of custodians or nominees;

     (xxiv) manage litigation in which the Company or any Managed Subsidiary is sued or commence litigation after consulting with, and subject to the approval of, the Board of Directors of the Company or such Managed Subsidiary;

     (xxv) carry out valuations of any of the assets of the Company or any of its Subsidiaries or arrange for such valuation to occur as and when the Manager deems necessary or desirable in connection with the performance of its obligations hereunder, or as otherwise approved by the Board of Directors of the Company;

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     (xxvi) make recommendations in relation to and effect the entry into insurance of the assets of the Company, the Managed Subsidiaries and their Subsidiaries, together with other insurances against other risks, including directors and officers insurance, as the Manager and the Board of Directors of the Company or any Managed Subsidiary, as applicable, may from time to time agree; and

     (xxvii) provide all such other services as may from time to time be agreed with the Company, including any and all accounting and investor relations services (such as the preparation and organization of communications with shareholders and shareholder meetings) and all other duties reasonably related to the day-to-day operations of the Company and the Managed Subsidiaries.

     (c) In addition, the Manager must:

     (i) obtain professional indemnity insurance and fraud and other insurance and maintain such coverage as is reasonable having regard to the nature and extent of the Manager’s obligations under this Agreement;

     (ii) exercise all due care, loyalty, skill and diligence in carrying out its duties under this Agreement as required by applicable law;

     (iii) provide the Board of Directors of the Company and/or the Compensation Committee with all information in relation to the performance of the Manager’s obligations under this Agreement as the Board of Directors and/or the Compensation Committee may reasonably request;

     (iv) promptly deposit all amounts payable to the Company or the Managed Subsidiaries, as the case may be, to a bank account held in the name of the Company or the Managed Subsidiaries, as applicable;

     (v) ensure that all property of the Company and the Managed Subsidiaries is clearly identified as such, held separately from property of the Manager and, where applicable, in safe custody;

     (vi) ensure that all property of the Company and the Managed Subsidiaries (other than money to be deposited to any bank account of the Company or the Managed Subsidiaries, as the case may be) is transferred to or otherwise held in the name of the Company or the Managed Subsidiaries, as the case may be, or any nominee or custodian appointed by the Company or the Managed Subsidiaries, as the case may be;

     (vii) prepare detailed papers and agendas for scheduled meetings of the Boards of Directors (and all committees thereof) of the Company and the Managed Subsidiaries that, where applicable, contain such information as is reasonably available to the Manager to enable the Boards of Directors (and any such committees) to base their opinion; and

     (viii) in conjunction with the papers referred to in paragraph (vii) above, prepare or cause to be prepared reports to be considered by the Boards of Directors of the

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Company or the Managed Subsidiaries (or any applicable committee thereof) in accordance with the Company’s internal policies and procedures (1) on any acquisition, investment or sale of any part of the Business proposed for consideration by any such Board of Directors (or any applicable committee thereof), (2) on the management of the Business and (3) otherwise in respect of the performance of the Manager’s obligations under this Agreement, in each case that the Company may require and in such form that the Company and the Manager agree or as otherwise reasonably requested by any such Board of Directors (or any applicable committee thereof).

          (d) In connection with the performance of its obligations under this Agreement, the Manager shall obtain approval of the Company’s and any relevant Managed Subsidiary’s Board of Directors, in each case in accordance with the Company’s internal policy regarding action requiring Board approval or as otherwise determined by any such Board of Directors (or any applicable committee thereof) or the Company Officers.

          Section 3.2 Obligations of the Company and the Managed Subsidiaries. (a) The Company and the Managed Subsidiaries will do all things reasonably necessary on their part as requested by the Manager consistent with the terms of this Agreement to enable the Company, the Managed Subsidiaries and the Manager, as the case may be, to fulfill their obligations under this Agreement.

          (b) The Company and the Managed Subsidiaries must ensure that:

     (i) each of their officers and employees, each of their Subsidiaries and each of their Subsidiaries’ officers and employees act in accordance with the terms of this Agreement and the reasonable directions of the Manager in fulfilling its obligations and exercising its powers under this Agreement; and

     (ii) the Company, the Managed Subsidiaries and each of their Subsidiaries provide to the Manager all reports (including monthly management reports and all other relevant reports) which the Manager may reasonably require and on such dates as the Manager may reasonably require.

          (c) During the term of this Agreement, the Company must not (i) issue LLC Interests or cause the Trust to issue or sell Trust Stock, (ii) amend the LLC Agreement, (iii) make a decision to or effect a purchase or sale of any assets of the Company or any Managed Subsidiary, or (iv) effect any capital reduction, including a repurchase of Trust Stock or LLC Interests, in each case without requesting and considering a recommendation from the Manager in relation to the same. Notwithstanding the foregoing, without the prior written consent of the Manager, the Company will not (x) make a decision to acquire or purchase, or effect the acquisition or purchase of, any assets or businesses unless in the reasonable opinion of the Board of Directors of the Company the acquisition or purchase could not be expected to negatively affect the ability of the Trust to maintain its dividend per share of Trust Stock in accordance with the then existing dividend policy of the Company, or (y) amend any provision of the LLC Agreement that affects the rights of the Manager thereunder or hereunder.

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          (d) The Company agrees that it will, and will cause each of its wholly owned Subsidiaries to, give Manager Affiliates preferred provider status in respect of any financial advisory services to be contracted for by the Company or any of its wholly owned Subsidiaries, including, but not limited to, asset acquisitions, refinancings, advice on mergers and acquisitions, debt and equity raising, hedging activities and the like. Such services will be contracted for on an arm’s-length basis on market terms and will be subject to approval by the Independent Directors (or a committee thereof, comprised of at least three independent directors) in accordance with the Company’s internal policies related to conflicts of interest and related party transactions. The Independent Directors (or a committee thereof, comprised of at least three independent directors) may take whatever measures they deem prudent to confirm the arm’s length basis of any fees to be paid to any Manager Affiliate. Any fees payable to any Manager Affiliate in respect of such financial advisory services will be in addition to all amounts owing under Article VII.

          (e) The Company agrees that, in connection with the performance of its obligations hereunder, the Manager may recommend to the Company, and on behalf of the Company may engage, in transactions with Manager Affiliates, provided that any such transactions will be subject to the Company’s internal policies regarding conflicts of interest and related party transactions.

          (f) The Company will ensure that it maintains at least three Independent Directors.

          (g) The Company will take any and all actions necessary to ensure that it does not become an “investment company” as defined in Section 3(a)(1) of the Investment Company Act of 1940, as amended, as such Section may be amended from time to time, or any successor provision thereto.

          (h) The Company shall grant rights to indemnification, and rights to be paid by the Company the expenses incurred in defending any proceeding in advance of its final disposition, to each person seconded to the Company by the Manager, in their respective capacities at the Company, in each case to the fullest extent of the provisions of the LLC Agreement with respect to the indemnification and advancement of expenses of directors and officers of the Company, and shall maintain adequate directors and officers insurance customary for publicly traded companies with comparable market capitalization, at its expense.

ARTICLE IV

POWERS OF THE MANAGER

          Section 4.1 Powers of the Manager. (a) The Manager shall have no power to enter into any contract or subject the Company or the Managed Subsidiaries to any obligation, such power to be the sole right and obligation of the Company, acting through its Board of Directors and/or Company Officers, or of the applicable Managed Subsidiary, acting through its Board of Directors and/or officers.

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          (b) In accordance with the terms of the LLC Agreement, for so long as the Manager or any Manager Affiliate holds shares of Trust Stock with an aggregate value of no less than $5.0 million, based on the per share price of the shares sold in the initial public offering (as adjusted to reflect any subsequent stock splits or similar recapitalizations), the Manager shall have the right to appoint one suitably qualified person as a director of the Company’s Board of Directors and an alternate for such appointee, and such director, or alternate if applicable, shall serve as the Chairman. The Company shall cause such appointees to be appointed as Chairman of the Board of Directors and as alternate therefor, as soon as reasonably practicable after notice of such appointment has been given to the Company by the Manager.

          (c) The Manager shall have the power to engage any agents (including real estate agents and managing agents), valuers, contractors and advisers (including accounting, financial, tax and legal advisers) that it deems necessary or desirable in connection with the performance of its obligations hereunder, which costs therefor will be subject to reimbursement under Section 9.1(k), subject to applicable law.

          Section 4.2 Delegation. The Manager may delegate or appoint (a) any Manager Affiliate as an agent, at its expense, in respect of all or any of its duties and powers to manage the Business and affairs of the Company or (b) any other Person as agent, at its expense, in respect of any of its duties and powers to manage the Business and affairs of the Company which, in its sole discretion, are not critical to the ability of the Manager to perform its obligations hereunder; provided, however, that in either case the Manager shall not be relieved of any of its responsibilities or obligations to the Company as a result of such delegation. The Manager shall be permitted to share Company information with its appointed agents subject to appropriate confidentiality arrangements.

          Section 4.3 Manager’s Duties Exclusive. The Company and the Managed Subsidiaries agree that during the term of this Agreement the duties and obligations imposed on the Manager under Article III are to be performed exclusively by the Manager or its delegates or agents and the Company and the Managed Subsidiaries will not, through the exercise of the powers of their employees, Boards of Directors or their shareholders or members, as the case may be, perform the duties and obligations to be performed by the Manager except in circumstances where it is necessary to do so to comply with applicable law or as otherwise agreed by the Manager in writing.

ARTICLE V

INSPECTION OF RECORDS

          Section 5.1 Books and Records. At all reasonable times and on reasonable notice, any person authorized by the Company or by any of the Managed Subsidiaries may inspect and audit the records and books of the Manager kept pursuant to this Agreement.

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ARTICLE VI

AUTHORITY OF THE COMPANY,
THE MANAGED SUBSIDIARIES AND THE MANAGER

          Each Party represents to the others that it is duly authorized with full power and authority to execute, deliver and perform this Agreement. The Company and each Managed Subsidiary represents that the engagement of the Manager has been duly authorized by the Company and each Managed Subsidiary and is in accordance with all governing documents of the Company and each Managed Subsidiary.

ARTICLE VII

MANAGEMENT FEES

          For the services provided and the expenses assumed pursuant to this Agreement, the Company and the Managed Subsidiaries will pay the Manager, and the Manager agrees to accept as full compensation therefor, the fees set forth in this Article VII.

          Section 7.1 Structuring Fee. Within five Business Days of the Commencement Date, the Company and the Managed Subsidiaries will pay the Manager in cash a fee (the “Structuring Fee”) in the total amount of USD8,000,000. The Structuring Fee will be allocated between the Company and the Managed Subsidiaries in accordance with the Company’s corporate allocation policy and otherwise in accordance with GAAP.

          Section 7.2 Base Management Fees. (a) The Manager is entitled to receive a Base Management Fee in respect of each Fiscal Quarter.

          (b) The Base Management Fee for a Fiscal Quarter is to be calculated by the Manager as of the Fiscal Quarter End Date for the relevant Fiscal Quarter and notice of such Base Management Fee calculation shall be provided to the Company and the Compensation Committee within 20 Business Days after that Fiscal Quarter End Date.

          (c) The Base Management Fee calculated pursuant to Section 7.2(b) above will be allocated between the Company and the Managed Subsidiaries in accordance with the Company’s corporate allocation policy and otherwise in accordance with GAAP.

          (d) The Base Management Fee to which the Manager is entitled under this Section 7.2 is due at the Fiscal Quarter End Date of the relevant Fiscal Quarter and is payable in cash by the Company and the Managed Subsidiaries (in accordance with the allocation pursuant to Section 7.2(c) above) to the Manager within 10 Business Days of receipt by the Company of notification pursuant to Section 7.2(b), subject to Section 7.2(e).

          (e) The Manager has the right but not the obligation to invest all or a portion of the Base Management Fee to which the Manager is entitled under this Section 7.2 in Trust Stock.

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     (i) If the Manager determines to invest all or any portion of its Base Management Fee with respect to a Fiscal Quarter in Trust Stock, the Manager shall be entitled to purchase, upon payment, that number of shares of Trust Stock equal to such amount of the Base Management Fee divided by the volume weighted average trading price of a share of Trust Stock during the Share Price Period beginning after the relevant Fiscal Quarter.

     (ii) In the event the Manager determines to invest all or any portion of its Base Management Fee in Trust Stock, it shall notify the Company and the Compensation Committee at the time of the notification pursuant to Section 7.2(b) and the Trust Stock shall be issued to the Manager on the Business Day immediately following the last day of the relevant Share Price Period. The Manager may apply amounts owing to it pursuant to this Section 7.2 against amounts payable by the Manager in relation to the subscription for Trust Stock.

          Section 7.3 Performance Fee. (a) The Manager shall be entitled to receive the applicable Performance Fee, if any, in respect of each Fiscal Quarter.

          (b) The Performance Fee, Performance Test Return and Performance Test Benchmark Return for a Fiscal Quarter is to be calculated by the Manager as of the Fiscal Quarter End Date for the relevant Fiscal Quarter and notice of such Performance Fee, Performance Test Return and Performance Test Benchmark Return, including the calculation thereof, shall be provided to the Company and the Compensation Committee within 20 Business Days after that Fiscal Quarter End Date.

          (c) The Performance Fee calculated pursuant to Section 7.3(b) above will be allocated between the Company and the Managed Subsidiaries in accordance with the Company’s corporate allocation policy and otherwise in accordance with GAAP.

          (d) The Performance Fee, if any, to which the Manager is entitled under this clause is due at the Fiscal Quarter End Date of the relevant Fiscal Quarter and is payable in cash by the Company and the Managed Subsidiaries (in accordance with the allocation pursuant to Section 7.3(c) above) to the Manager within 10 Business Days of receipt by the Company of notification pursuant to Section 7.3(b), subject to Section 7.3(e).

          (e) The Manager has the right but not the obligation to invest all or a portion of the Performance Fee to which the Manager is entitled under this Section 7.3 in Trust Stock.

     (i) If the Manager determines to invest all or any portion of its Performance Fee with respect to a Fiscal Quarter in Trust Stock, the Manager shall be entitled to purchase, upon payment, that number of shares of Trust Stock equal to such amount of the Performance Fee divided by the volume weighted average trading price of a share of Trust Stock during the Share Price Period beginning after the relevant Fiscal Quarter End Date.

     (ii) In the event the Manager determines to invest all or any portion of its Performance Fee in Trust Stock, it shall notify the Company and the Compensation Committee at the time of the notification pursuant to Section 7.3(b) and the Trust Stock

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shall be issued to the Manager on the Business Day immediately following the last day of the relevant Share Price Period. The Manager may apply amounts owing pursuant to this Section 7.3 against amounts payable by the Manager in relation to the subscription for Trust Stock.

          (f) The Manager will notify the Company and the Compensation Committee of the Net Equity Value, Foreign Net Equity Value and U.S. Net Equity Value, and the calculations thereof, to be applied in the calculation of the Performance Fees payable in the then current Fiscal Quarter within 30 Business Days of the Fiscal Quarter End Date for the immediately prior Fiscal Quarter or, in the case of the initial Fiscal Quarter, within 30 Business Days of the Commencement Date.

          (g) The Manager will notify the Company and the Compensation Committee of the Additional Offering Foreign Net Equity Value and Additional Offering U.S. Net Equity Value, and the calculations thereof, to be applied in the calculation of the Performance Fees payable in the then current Fiscal Quarter within 30 Business Days of the first day of trading of the relevant Additional Offering.

          Section 7.4 Registration Rights. On the Commencement Date, the Company and the Manager will enter into a registration rights agreement whereby the Company shall undertake to register with the Securities and Exchange Commission the offer and resale of any shares of Trust Stock purchased by the Manager, including but not limited to shares of Trust Stock purchased as the Initial Investment pursuant to Section 2.2 and shares of Trust Stock purchased pursuant to this Article VII.

          Section 7.5 Ability to Issue Trust Stock. The Company will, and will cause the Trust to, at all times have reserved a sufficient number of LLC Interests and shares of Trust Stock, respectively, to enable the Manager to invest all reasonably foreseeable fees received in shares of Trust Stock.

ARTICLE VIII

SECONDMENT OF PERSONNEL BY THE MANAGER

          Section 8.1 Secondment of CEO and CFO. The Manager will arrange for the secondment to the Company on a wholly dedicated basis of individuals acceptable to the Company’s Board of Directors to serve as Chief Executive Officer and Chief Financial Officer. The Company’s Board of Directors will elect the seconded Chief Executive Officer and Chief Financial Officer as Officers of the Company in accordance with the terms of the LLC Agreement.

          Section 8.2 Remuneration of CEO and CFO. (a) The Chief Executive Officer and Chief Financial Officer seconded to the Company pursuant to this Article VIII will, at all times, remain employees of, and be remunerated by, the Manager or a Manager Affiliate. The services performed by the Chief Executive Officer and the Chief Financial Officer will be provided at the cost of the Manager or a Manager Affiliate.

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          (b) In establishing the level of remuneration for each of the Chief Executive Officer and the Chief Financial Officer, the Manager or a Manager Affiliate will reflect the following considerations:

     (i) the standard remuneration guidelines as adopted by the Manager or a Manager Affiliate from time to time;

     (ii) assessment by the Manager or a Manager Affiliate of the respective individual’s performance, the Manager’s performance and the performance, financial or otherwise, of the Company and its Subsidiaries; and

     (iii) assessment by the Board of Directors of the Company of the respective individual’s performance and the performance of the Manager.

          (c) The Manager will disclose the amount of remuneration of the Chief Executive Officer and Chief Financial Officer to the Board of Directors of the Company to the extent required for the Company to comply with the requirements of applicable law, including the Rules and Regulations.

          Section 8.3 Secondment of Additional Personnel. The Manager and the Board of Directors of the Company may agree from time to time that the Manager will second to the Company one or more additional individuals to serve as officers or otherwise of the Company, upon such terms as the Manager and the Board of Directors of the Company may mutually agree. Any such individuals will have such titles and fulfill such functions as the Manager and the Company may mutually agree.

          Section 8.4 Removal of Seconded Individuals. The Board of Directors of the Company, after due consultation with the Manager, may at any time request that the Manager replace any individual seconded to the Company as provided in this Article VIII and the Manager shall, as promptly as practicable, replace any individual with respect to whom the Board of Directors shall have made its request.

          Section 8.5 Indemnification. The Company shall grant rights to indemnification, and rights to be paid by the Company the expenses incurred in defending any proceeding in advance of its final disposition, to any individuals seconded to the Company as provided in this Article VIII in their respective capacities and in each case to the fullest extent of the provisions of the LLC Agreement.

ARTICLE IX

EXPENSE REIMBURSEMENT

          Section 9.1 Company Expenses. The Company and the Managed Subsidiaries agree, jointly and severally, to indemnify and reimburse the Manager for, or pay on demand, all Costs incurred in relation to the proper performance of its powers and duties under this Agreement or in relation to the administration or management of the Company. All Costs

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incurred by the Manager to be reimbursed hereunder shall be included in the annual budget for the Company to be approved by the Company’s Board of Directors and shall be subject to review and approval by the Audit Committee of the Board of Directors of the Company. This includes, but is not limited to, Costs incurred by the Manager with respect to:

     (a) the performance by the Manager of its obligations under this Agreement;

     (b) all fees required to be paid to the Securities and Exchange Commission;

     (c) the acquisition, disposition, insurance, custody and any other transaction in connection with assets of the Company or any Managed Subsidiary, provided that no reimbursement will be made except for Costs that have been authorized by the Company and the relevant Managed Subsidiary;

     (d) any proposed acquisition, disposition or other transaction in connection with an investment provided that no reimbursement will be made except for Costs that have been authorized by the Company and the relevant Managed Subsidiary;

     (e) the administration or management of the Company, the Managed Subsidiaries and the Business, including travel and accommodation expenses and all expenses of the relevant Boards of Directors and committees thereof, including Director compensation and out of pocket reimbursement. The Manager appointed member of the Company’s Board of Directors shall only receive out of pocket reimbursement for Board participation;

     (f) financing arrangements on behalf of the Company or any Managed Subsidiary or guarantees in connection with the Company or any Managed Subsidiary, including hedging Costs;

     (g) stock exchange listing fees;

     (h) underwriting of any offer and sale of Trust Stock, including underwriting fees, handling fees, costs and expenses, amounts payable under indemnification or reimbursement provisions in the underwriting agreement and any amounts becoming payable in respect of any breach (other than for negligence, fraud or breach of duty) by the Manager of its obligations, representations or warranties (if any) under any such underwriting agreement;

     (i) convening and holding meetings of holders of Trust Stock, Members or shareholders, as the case may be, the implementation of any resolutions and communications with holders of Trust Stock or Members or shareholders, as the case may be, and attending any meetings of shareholders, Members, Boards of Directors or committees of the Company or the Managed Subsidiaries;

     (j) Taxes incurred by the Manager on behalf of the Company or any Subsidiary (including any amount charged by a supplier of goods or services or both to the Manager by way of or as a reimbursement for value added taxes) and financial institution fees;

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     (k) the engagement of agents (including real estate agents and managing agents), valuers, contractors and advisers (including accounting, financial, tax and legal advisers) whether or not the agents, valuers, contractors or advisers are associates of the Manager;

     (l) engagement of accountants for the preparation and/or audit of financial information, financial statements and tax returns of the Company and the Managed Subsidiaries;

     (m) termination of this Agreement and the retirement or removal of the Manager and the appointment of a replacement;

     (n) any court proceedings, arbitration or other dispute concerning the Company or any of the Managed Subsidiaries, including proceedings against the Manager, except to the extent that the Manager is found by a court to have acted with gross negligence, willful misconduct, bad faith or reckless disregard of its duties in carrying out its obligations under this Agreement, or engaged in fraudulent or dishonest acts, in which case any expenses paid or reimbursed under this Section 9.1(n) must be repaid;

     (o) advertising Costs of the Company or any of the Managed Subsidiaries generally;

     (p) any Costs related to promoting the Company, including Costs associated with investor relations activities; and

     (q) complying with any other applicable law or regulation.

ARTICLE X

RESIGNATION AND REMOVAL OF THE MANAGER

          Section 10.1 Resignation by the Manager. (a) The Manager may resign from its appointment as Manager and terminate this Agreement upon 90 days’ written notice to the Company. If the Manager resigns pursuant to this Section 10.1(a), until the date on which the resignation becomes effective, the Manager will, upon request of the Board of Directors of the Company, use reasonable efforts to assist the Board of Directors of the Company to find replacement management.

          (b) If there is a Delisting Event, then

     (i) unless otherwise approved in writing by the Manager: (A) any proceeds from the sale, lease or exchange of the assets of the Company or any of its Subsidiaries, subsequent to the Delisting Event, in one or more transactions, which in aggregate exceeded 15% of the value of the Trust (as calculated by multiplying the price per share of Trust Stock stated in clause (i) of the definition of Termination Fee by the aggregate

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number of shares of Trust Stock issued and outstanding, other than treasury shares, on the date of the Delisting Event) shall be reinvested in new assets of the Company (other than cash or cash equivalents) within six months of the date on which the aggregate proceeds from such transaction or transactions exceeded 15% of the value of the Trust;

     (B) neither the Company nor any of its Subsidiaries shall incur any new indebtedness or engage in any transactions with the shareholders of the Trust, the Company or Affiliates of shareholders of the Trust or the Company; and

     (C) the Macquarie Group shall no longer have any obligation to provide investment opportunities to the Company pursuant to the Priority Protocol on Schedule 1 hereto, which Priority Protocol shall terminate immediately; and

     (ii) the Manager shall, as soon as practicable, provide a proposal for an alternate method to calculate fees to act as Manager on substantially similar terms as set forth in this Agreement to the Board of Directors for approval, which approval shall not be unreasonably withheld or delayed; or

     (iii) the Manager may elect to resign from its appointment as Manager and terminate this Agreement upon 30 days’ written notice to the Company and be paid the Termination Fee within 45 days of such notice.

          Section 10.2 Removal of the Manager. (a) The Manager’s appointment and this Agreement may be terminated upon notice of the Board of Directors of the Company only if:

     (i) the Performance Test Return (as calculated by the Manager and approved by the Compensation Committee as of a Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned)) is both:

     (A) less than the number calculated by:

i)	multiplying the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned) by 0.7 if such Performance Test Benchmark Return is greater than 0 or
ii)	multiplying the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date) by 1.3 if such Performance Test Benchmark Return is less than 0; and

     (B) less than the number calculated by subtracting 0.025 (2.5 percent) from the Performance Test Benchmark Return (as calculated by the Manager and approved by the Compensation Committee as of such Fiscal Quarter End Date (which approval shall not be unreasonably withheld, delayed or conditioned))

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in 16 out of 20 consecutive Fiscal Quarters prior to and including the most recent full Fiscal Quarter and the holders of a minimum of 66 2/3% of Trust Stock, excluding from such calculation any Trust Stock owned by the Manager or any Manager Affiliate, vote to remove the Manager;

          (ii) the Manager pursuant to or within the meaning of any Bankruptcy Law:

     (A) commences a voluntary case;

     (B) consents to the entry of an order for relief against it in an involuntary case;

     (C) consents to the appointment of a Custodian of it or for all or substantially all of its property; or

     (D) makes a general assignment for the benefit of its creditors;

     (iii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

     (A) is for relief against the Manager in an involuntary case;

     (B) appoints a Custodian of the Manager or for all or substantially all of its property; or

     (C) orders the liquidation of the Manager;

and the order or decree remains unstayed and in effect for 90 days;

     (iv) the Manager is in material breach of its obligations under this Agreement and such breach continues for a period of 60 days after notice thereof is given; or

     (v) the Manager shall have (A) acted with gross negligence, willful misconduct, bad faith or reckless disregard of its duties in carrying out its obligations under this Agreement or (B) engaged in fraudulent or dishonest acts.

          (b) If the Manager’s appointment is terminated pursuant to this Section 10.2, all directors, executives, employees, representatives, secondees, assignees and delegates of the Manager and Manager Affiliates within ISF who are performing the services that are the subject of this Agreement will cease work at the date of the Manager’s termination or at any other time as determined by the Manager.

          Section 10.3 Withdrawal of Branding. Upon termination of this Agreement pursuant to Section 10.1(a), within 30 days of notice of resignation of the Manager pursuant to Section 10.1(b)(iii) or within 30 days of termination pursuant to Section 10.2, the Company and the Managed Subsidiaries will cease to use, and will cause their Subsidiaries to cease to use, the Macquarie brand entirely including (without limitation) changing their respective names, and causing the Trust to change its name, to remove any reference to “Macquarie”, provided that, to

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the extent the Board of Directors of the Company deems it necessary or advisable, the Trust, the Company and the Managed Subsidiaries may use “Macquarie” when referencing their previous names.

          Section 10.4 Resignation of the Chairman and the Seconded Officers. Upon the termination of this Agreement, each of the Chairman, his or her alternate, the Chief Executive Officer, the Chief Financial Officer and any other individuals seconded to the Company pursuant to Article VIII shall resign his or her respective position with the Company.

          Section 10.5 Directions. After a written notice of termination has been given under this Article X, the Company may direct the Manager to undertake any actions necessary to transfer any aspect of the ownership or control of the assets of the Company to the Company or to any nominee of the Company and to do all other things necessary to bring the appointment of the Manager to an end, and the Manager will comply with all such reasonable directions. In addition, the Manager must at the Company’s expense deliver to new management or the Company any books or records held by the Manager under this Agreement and must execute and deliver such instruments and do such things as may reasonably be required to permit new management of the Company to effectively assume its responsibilities.

ARTICLE XI

INDEMNITY

          Section 11.1 Indemnification of Manager. The Company and each Managed Subsidiary, jointly and severally, agrees to indemnify the Manager, any controlling person of the Manager, and each of their respective directors, officers, employees, agents, Affiliates and representatives (each, an “Indemnified Party”) and hold each of them harmless against any and all losses (including lost profits), claims, damages, expenses or liabilities, joint or several (collectively, “Liabilities”), to which the Indemnified Parties may become liable, directly or indirectly, arising out of, or relating to, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in any action, claim, suit, proceeding or investigation, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified

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Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate of the Company or the Managed Subsidiaries in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel.

          The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not the Manager or any other Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation), unless (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such claim action, suit, proceeding or investigation and (b) the parties agree that the terms of such settlement shall remain confidential.

          Section 11.2 Indemnification of Company. The Manager agrees to indemnify the Company and the Trust and hold each of them harmless against any Liabilities to the same extent as the foregoing indemnity from the Company and the Managed Subsidiaries to the Manager, but only insofar as it is finally judicially determined that the Liabilities arose out of or were based on the gross negligence, willful misconduct, bad faith or reckless disregard of duty of the Manager in the performance of its duties under this Agreement or its fraudulent or dishonest acts.

          Section 11.3 Indemnification. The rights of the Indemnified Parties referred to above shall be in addition to any rights that any Indemnified Party may otherwise have. The indemnities referred to in this Article XI survive the termination of this Agreement.

ARTICLE XII

LIMITATION OF LIABILITY OF THE MANAGER

          Section 12.1 Limitation of Liability. The Manager shall not be liable for, and the Company and the Managed Subsidiaries will not take any action against the Manager to hold the Manager liable for, any error of judgment or mistake of law or for any loss suffered by the Company and the Managed Subsidiaries (including, without limitation, by reason of the purchase, sale or retention of any security) in connection with the performance of the Manager’s duties under this Agreement, except for a loss resulting from gross negligence, willful misconduct or bad faith on the part of the Manager in the performance of its duties under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement or its fraudulent or dishonest acts.

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          Section 12.2 Manager May Rely. The Manager may take and may act upon:

          (a) the opinion or advice of legal counsel, which may be in-house counsel to the Company or the Manager, any U.S.-based law firm of recognized standing, or other legal counsel reasonably acceptable to the Board of Directors of the Company, in relation to the interpretation of this Agreement or any other document (whether statutory or otherwise) or generally in connection with the Company;

          (b) advice, opinions, statements or information from bankers, accountants, auditors, valuation consultants and other persons consulted by the Manager who are in each case believed by the Manager in good faith to be expert in relation to the matters upon which they are consulted;

          (c) a document which the Manager believes in good faith to be the original or a copy of an appointment by a Member in respect of an LLC Interest or holder of a Trust Certificate in respect of a share of Trust Stock of a person to act as their agent for any purpose connected with the Company; and

          (d) any other document provided to the Manager in connection with the Company upon which it is reasonable for the Manager to rely;

and the Manager will not be liable for anything done, suffered or omitted by it in good faith in reliance upon such opinion, advice, statement, information or document.

ARTICLE XIII

LEGAL ACTIONS

          Section 13.1 Third Party Claims. (a) The Manager will notify the Company promptly of any claim made by any third Party in relation to the assets of the Company and will send to the Company any notice, claim, summons or writ served on the Manager concerning the Company.

          (b) The Manager will not without the express written consent of the Board of Directors of the Company purport to accept any claims or liabilities of which it receives notification pursuant to Section 13.1(a) above on behalf of the Company or any Managed Subsidiaries or make any settlement or compromise with any third Party in respect of the Company.

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ARTICLE XIV

MISCELLANEOUS

           Section 14.1 Obligation of Good Faith; No Fiduciary Duties. The Manager must perform its duties under this Agreement in good faith and for the benefit of the Company. The relationship of the Manager to the Company and the Managed Subsidiaries is as an independent contractor and nothing in this Agreement shall be construed to impose on the Manager an express or implied fiduciary duty.

           Section 14.2 Compliance. (a) The Manager must (and must ensure that each of its officers and agents) comply with any law, including the Rules and Regulations and the NYSE Rules, to the extent that it concerns the functions of the Manager under this Agreement.

     (b) The Manager must maintain management systems, policies, procedures and internal contracts that reasonably ensure that the Manager observes its duties and obligations under this Agreement.

           Section 14.3 Effect of Termination. Termination of this Agreement shall not affect (i) the right of the Manager to receive payments on any unpaid balance of the compensation described in Article VII hereof earned prior to such termination and for any additional period during which the Manager serves as such for the Company or the Managed Subsidiaries or to receive reimbursement of expenses pursuant to Article IX hereof, in each case subject to applicable law or (ii) the obligations of the parties hereto under Sections 10.3 and 10.5.

           Section 14.4 Notices. Any notice under this Agreement shall be sufficient in all respects if given in writing and delivered by commercial courier providing proof of delivery or sent by facsimile and addressed as follows or addressed to such other person or address as such Party may designate in writing for receipt of such notice.

     If to the Company or the Managed Subsidiaries:

600 Fifth Avenue, 21^st Floor
New York, New York 10020
Facsimile: (212) 581-8037
Attention: David Mitchell

If to the Manager:

Macquarie Infrastructure Management (USA) Inc.
600 Fifth Avenue, 21^st Floor
New York, New York 10020
Facsimile: (212) 581-8037
Attention: David Mitchell

           Section 14.5 Captions. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or

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otherwise affect their construction or effect. This Agreement will be binding upon and shall inure to the benefit of the Parties hereto and their respective successors.

           Section 14.6 Applicable Law. This Agreement shall be construed in accordance with the laws of the State of New York.

           Section 14.7 Amendment. This Agreement may only be amended, or its provisions modified or waived, in a writing signed by the Party against which such amendment, modification or waiver is sought to be enforced.

           Section 14.8 Severability. Each provision of this Agreement is intended to be severable from the others so that if, any provision or term hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remaining provisions and terms hereof, provided, however, that the provisions governing payment of the Management Fee described in Article VII hereof are not severable.

           Section 14.9 Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with regards to the subject matter of this Agreement. Any written or oral agreements, statements, promises, negotiations or representations not expressly set forth in this Agreement are of no force and effect.

[Remainder of Page Left Intentionally Blank]

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            IN WITNESS WHEREOF, the Company, the Managed Subsidiaries and the Manager have caused this Agreement to be executed as of the day and year first above written.

MACQUARIE INFRASTRUCTURE		MACQUARIE INFRASTRUCTURE
COMPANY LLC		MANAGEMENT (USA) INC.
By:	/s/ Peter Stokes	By:	/s/ John B. Mullin
	Name: Peter Stokes		Name: John B. Mullin
	Title: Chief Executive Officer		Title: Secretary/Treasurer
MACQUARIE INFRASTRUCTURE
COMPANY INC.
By:	/s/ Peter Stokes
	Name: Peter Stokes
	Title: Chief Executive Officer
MACQUARIE YORKSHIRE LLC
By:	Macquarie Infrastructure Company LLC, as
	Managing Member of Macquarie Yorkshire LLC
By:	/s/ Peter Stokes
	Name: Peter Stokes
	Title: Chief Executive Officer
SOUTH EAST WATER LLC
By:	Macquarie Infrastructure Company LLC, as
	Managing Member of South East Water LLC
By:	/s/ Peter Stokes
	Name: Peter Stokes
	Title: Chief Executive Officer

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COMMUNICATIONS INFRASTRUCTURE LLC
By:	Macquarie Infrastructure Company LLC, as
	Managing Member of Communications Infrastructure LLC
By:	/s/ Peter Stokes
	Name: Peter Stokes
	Title: Chief Executive Officer
Acknowledged: for purposes of Article VII.
MACQUARIE INFRASTRUCTURE COMPANY TRUST
By:	MACQUARIE INFRASTRUCTURE
	COMPANY LLC, as Sponsor
By:	/s/ Peter Stokes
	Name: Peter Stokes
	Title: Chief Executive Officer

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SCHEDULE I

Priority Protocol

The Company has first priority ahead of all current and future entities managed by the Manager or by members of the Macquarie Group within the ISF in each of the following infrastructure acquisition opportunities that are within the United States:

• airport fixed base operations,

• district energy,

• airport parking and

• User Pays Assets, Contracted Assets and Regulated Assets that represent an investment of greater than AUD 40 million, subject to the Existing Qualifications set forth below.

The above priority of the Company in User Pays Assets, Contracted Assets and Regulated Assets is subject to the following (collectively, the “Existing Qualifications”):

Roads:	The Company has second priority after Macquarie Infrastructure Group.
Airport Ownership:	The Company has second priority after Macquarie Airports (consisting of Macquarie Airports Group (MAG) and Macquarie Airports (MAp)).
Communications:	The Company has second priority after Macquarie Communications Infrastructure Group.
Regulated Assets (including, but not limited to, electricity and gas transmission and distribution and water services):	The Company has second priority after Macquarie Essential Assets Partnership (MEAP) until such time as MEAP has invested a further CAD 45 million in the United States. Thereafter, the Company will have first priority.

The Company has first priority ahead of all current and future entities managed by the Manager or any Manager Affiliate in all investment opportunities originated by a party other than the Manager or any Manager Affiliate where such party offers the opportunity exclusively to the Company and not to any other entity under the management of the Manager or any Manager Affiliate within ISF.

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EX-99.D

Exhibit D

D-1

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

AMONG

MACQUARIE INFRASTRUCTURE COMPANY LLC,

MACQUARIE INFRASTRUCTURE COMPANY TRUST

AND

MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC.

Dated as of December 21, 2004

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     This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 21, 2004, is among Macquarie Infrastructure Company LLC, a Delaware limited liability company (the “LLC”), Macquarie Infrastructure Company Trust, a Delaware statutory trust (the “Trust” and, together with the LLC, the “Company”), and Macquarie Infrastructure Management (USA) Inc., a Delaware corporation (the “Manager”), and a holder of Trust Stock (as defined below).

RECITALS

     WHEREAS, the Company has resolved to issue and sell in an underwritten registered initial public offering up to a determined number of shares representing beneficial interests in the Trust;

     WHEREAS, pursuant to the terms of a Management Services Agreement (the “Management Services Agreement”) dated as of the date hereof among the Manager, the LLC, Macquarie Infrastructure Company Inc. and certain directly wholly owned subsidiaries of the LLC (each, a “Managed Subsidiary”; together, the “Managed Subsidiaries”), the LLC and each Managed Subsidiary have agreed to appoint the Manager to manage their respective businesses and affairs as therein described;

     WHEREAS, in connection with the formation of the Trust and the Company, the Manager purchased one hundred (100) shares of Trust Stock (the “Formation Shares”);

     WHEREAS, the Manager has agreed to purchase from the LLC, in a separate private placement closing concurrently with the Offering (defined below), 2,000,000 of shares of Trust Stock having an aggregate purchase price of $50 million (the “Manager’s Private Placement”), at a per share price equal to the initial public offering price, consisting of (i) 1,400,000 of shares of Trust Stock comprising 70% of the Manager’s Private Placement (the “Initial Investment”) and (ii) 600,000 shares of Trust Stock comprising 30% of the Manager’s Private Placement (the “Additional Initial Investment”).

     WHEREAS, pursuant to the terms of the Management Services Agreement, the Manager has the right but not the obligation to invest all or a portion of the management fees it receives from the LLC and the Managed Subsidiaries, from time to time, in Trust Stock in accordance with the terms therein (each, a “Management Fee Investment”; together, the “Management Fee Investments”);

     WHEREAS, as a condition to the Manager’s obligation to purchase shares of Trust Stock in the Initial Investment and the Additional Initial Investment, the Company has agreed to enter into this Agreement;

     WHEREAS, the Company desires to provide the Manager with the rights set forth herein in order to induce the Manager to make Management Fee Investments; and

     WHEREAS, the parties hereto desire to enter into this Agreement with respect to certain rights and obligations of the Manager in connection with its ownership of the Trust Stock.

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          NOW, THEREFORE, in consideration of the foregoing and the covenants contained herein, the parties agree as follows:

SECTION 1
DEFINITIONS

          1.1 Definitions.

          The following terms, when used in this Agreement, shall, except where the context otherwise requires, have the following meanings (such definitions to be equally applicable to the singular and plural forms thereof):

     “Additional Initial Investment” shall have the meaning set forth in the Recitals hereto.

     “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in The City of New York are authorized or obligated by law or executive order to close.

     “Commission” means the Securities and Exchange Commission.

     “Company Registration Statement” shall have the meaning set forth in Section 3.1.

     “Deferral Notice” shall have the meaning set forth in Section 4.2.

     “Effective Period” means, with respect to a Registration Statement, the period commencing from the time such Registration Statement becomes or is declared effective until all Registrable Shares registered under such Registration Statement shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Shares.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “Formation Shares” shall have the meaning set forth in the Recitals hereto.

     “Initial Investment” shall have the meaning set forth in the Recitals hereto.

     “LLC Agreement” means the Amended and Restated Operating Agreement of Macquarie Infrastructure Company LLC dated as of the date hereof.

     “LLC Interest” means a limited liability company interest in the Company with the terms specified in the LLC Agreement.

     “Managed Subsidiary” shall have the meaning set forth in the Recitals hereto.

     “Management Fee Investment” shall have the meaning set forth in the Recitals hereto.

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     “Management Services Agreement” shall have the meaning set forth in the Recitals hereto.

     “Manager’s Private Placement” shall have the meaning set forth in the Recitals hereto.

     “Material Event” shall have the meaning set forth in Section 4.1(iv).

     “NASD” means the National Association of Securities Dealers, Inc.

     “Notice and Questionnaire” shall have the meaning set forth in Section 2.3.

     “Offering” means the initial public offering of the Trust Stock by the Company.

     “Person” means any natural person, corporation, firm, partnership, association, government, governmental agency or other entity, whether acting in an individual, fiduciary or other capacity.

     “Prospectus” means the prospectus included in any Shelf Registration Statement filed in accordance with Section 2 or a Company Registration Statement described in Section 3, as amended or supplemented by any amendment or prospectus supplement, including post-effective amendments, and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such Prospectus.

     “Public Offering” means the closing of a firm commitment, underwritten registered public offering of the Trust Stock (following the Offering and other than an offering covered by a registration statement relating solely to a sale of securities of the Company pursuant to a stock purchase or other equity plan or a transaction within the scope of Rule 145 promulgated under the Securities Act).

     “Registrable Shares” means (i) at any time from and after the closing of the Offering, the Formation Shares and all shares of Trust Stock purchased by the Manager as the Additional Initial Investment, (ii) at any time from and after the date that is the first anniversary of the closing of the Offering, 50% of the number of shares of Trust Stock purchased by the Manager as the Initial Investment, (iii) at any time from and after the third anniversary of such closing, the balance of such shares of Trust Stock purchased by the Manager as the Initial Investment and (iv) at any time from and after the closing of the Offering, the number of shares of Trust Stock purchased by the Manager in connection with Management Fee Investments, all shares of Trust Stock purchased by the Manager as the Additional Initial Investment; provided, however, that Registrable Shares shall not include any shares of Trust Stock that have been sold to the public either pursuant to a registration statement or Rule 144 or that have been sold in a private transaction in which the transferor’s rights under this Agreement were not assigned.

     “Registration Expenses” shall have the meaning set forth in Section 6.

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     “Registration Statement” means any Shelf Registration Statement or any Company Registration Statement.

     “Rule 144” means Rule 144 promulgated under the Securities Act.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Shelf Registration Statement” means any of the shelf registration statements referred to in Section 2.1, as amended or supplemented by any amendment or supplement, including post-effective amendments, and all materials incorporated by reference or explicitly deemed to be incorporated by reference in each such Shelf Registration Statement.

     “Trust Stock” means the shares of beneficial interest of the Trust; provided that in the event that all outstanding shares of beneficial interest of the Trust are exchanged for LLC Interests in accordance with the terms of the LLC Agreement, all references herein to “Trust Stock” or “Shares of Trust Stock” shall automatically be deemed to refer to LLC Interests upon such exchange.

          Other terms defined herein shall have the meanings assigned to them herein, and capitalized terms used herein without definition shall have the meanings ascribed thereto in the Management Services Agreement.

SECTION 2
REGISTRATION UNDER THE SECURITIES ACT

          2.1 The Company agrees to file under the Securities Act, as soon as reasonably possible after the first anniversary of the closing of the Offering or, with respect to the offer and sale of the Formation Shares, the Additional Initial Investment or any Management Fee Investments, at such earlier time as the Manager reasonably requests, a Shelf Registration Statement (the “Initial Shelf Registration Statement”) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of the Registrable Shares it owns on such filing date, pursuant to Rule 415 or any similar rule that may be adopted by the Commission. The Company agrees to use its best efforts to cause the Initial Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Initial Shelf Registration Statement and to keep the Initial Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2.

          So long as the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto the Company agrees, upon request of the Manager, to use its best efforts to file one or more subsequent Shelf Registration Statements (each, a “Subsequent Shelf Registration Statement”) (which may include Registrable Securities covered by a prior Shelf Registration Statement) providing for the registration, and the sale on a continuous or delayed basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission;

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provided, however, that the Company shall not be obligated to file more than four (4) such subsequent Shelf Registration Statements in any twelve-month period. The Company agrees to use its best efforts to cause each Subsequent Shelf Registration Statement to become or be declared effective as soon as possible after the filing of the Subsequent Shelf Registration Statement and to keep the Subsequent Shelf Registration Statement continuously effective throughout the Effective Period subject to Section 4.2.

          The Manager shall be named as a selling security holder in such Shelf Registration Statement and the related Prospectus in such a manner as to permit the Manager to deliver such Prospectus to purchasers of Registrable Shares in accordance with applicable law.

          2.2 The Company further agrees that it shall cause each Shelf Registration Statement and the related Prospectus, and any amendment or supplement thereto, as of the effective date of such Shelf Registration Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act; and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the related Prospectus, in light of the circumstances under which they were made) not misleading. If any Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during an Effective Period (other than because all Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Shares), the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof.

          2.3 The Manager agrees that if it wishes to sell Registrable Shares pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2.3. The Manager agrees to deliver a Notice and Questionnaire, a form of which is attached as Schedule 1 to this Agreement (the “Notice and Questionnaire”), to the Company at least ten (10) Business Days prior to the filing of any Shelf Registration Statement.

SECTION 3
PIGGYBACK REGISTRATION

          3.1 Right to Piggyback.

          (a) Subject to the terms and conditions hereof, at any time after the closing of the Offering, whenever the Company proposes to register, either for its own account or the account of a security holder or holders, any shares of Trust Stock under the Securities Act and the form of registration statement (the “Company Registration Statement”) to be used, may be used for the registration of Registrable Shares (a “Piggyback Registration”), the Company shall give prompt written notice to the Manager of the Company’s intention to effect such a registration and shall include in the Company Registration Statement all Registrable Shares with respect to which the Manager has provided the Company with a written request for inclusion therein within twenty (20) calendar days after the receipt of the Company’s notice.

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          (b) Notwithstanding the foregoing, the Company shall not be required to notify the Manager or include Registrable Shares in any registration on (i) Form S-1, S-3 or S-8, or their successor forms, under the Securities Act relating solely to stock purchase or other equity plans, (ii) Form S-4 or successor forms relating solely to a transaction within the scope of Rule 145, or (iii) any other form (other than Form
S-1, S-2, S-3, SB-1 or SB-2, or their successor forms) that does not include substantially the same information as would be required to be included in a Shelf Registration Statement covering a registration pursuant to Section 2 above.

          (c) The Company shall have the right to terminate or withdraw any Company Registration Statement initiated by it under this Section 3 prior to the effectiveness of such Company Registration Statement, whether or not the Manager has elected to include securities in such Company Registration Statement.

          3.2 Underwriting.

          If the Company Registration Statement with respect to which the Company gives notice is for a public offering involving an underwriting, the Company shall so advise the Manager as a part of the written notice given pursuant to Section 3.1(a). In such event, the right of the Manager to be named selling security holder in a Company Registration Statement pursuant to this Section 3 shall be conditioned upon the Manager’s participation in such underwriting and the inclusion of the Manager’s Registrable Shares in the underwriting to the extent provided herein. The Company and the Manager shall enter into an underwriting agreement in customary form, with the underwriters selected by the Company.

          3.3 Cutback.

          Notwithstanding any other provision of this Section 3 to the contrary, if the representative of the underwriters determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriters and the Company may limit the number of Registrable Shares to be included in the Company Registration Statement and underwriting. In the event of any such limitation of the number of shares of Trust Stock to be underwritten, the Company shall so advise the Manager, and the number of shares included in such Company Registration Statement and underwriting shall be allocated first to the Company for securities being sold for its own account and thereafter to the Manager. If the Manager disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter, and such Registrable Shares shall be withdrawn from such Company Registration Statement.

SECTION 4
REGISTRATION PROCEDURES

          The following provisions shall apply to any Registration Statement filed pursuant to Sections 2 and 3 hereof.

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          4.1 The Company shall:

     (i) prepare and file with the Commission a Registration Statement on any form that may be utilized by the Company and that shall permit the disposition of the Registrable Shares in accordance with the intended method or methods thereof, as specified in writing by the Manager;

     (ii) before filing any Registration Statement or related Prospectus or any amendments or supplements thereto with the Commission, furnish to the Manager copies of all such documents proposed to be filed and reflect in each such document, when so filed with the Commission, such comments as the Manager reasonably shall propose within five (5) Business Days of the delivery of such copies to the Manager;

     (iii) (A) prepare and file with the Commission such amendments and post-effective amendments to any Registration Statement and file with the Commission any other required document that may be necessary to keep such Registration Statement continuously effective until the expiration of the Effective Period, subject to Section 4.2, (B) cause the related Prospectus to be supplemented by any required Prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act, and (C) comply with the provisions of the Securities Act applicable to it with respect to the disposition of all Registrable Shares covered by a Registration Statement during the Effective Period in accordance with the intended methods of disposition by the Manager set forth in a Registration Statement as so amended or such Prospectus as so supplemented;

     (iv) promptly notify the Manager (A) when each Registration Statement or the Prospectus included therein, or any amendment or supplement to the Prospectus or post-effective amendment, has been filed with the Commission, and, with respect to each Registration Statement or any post-effective amendment, when the same has become effective, (B) of any request, following the effectiveness of each Registration Statement, by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement or the initiation or written threat of any proceedings for that purpose, (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares for sale in any jurisdiction or the initiation or written threat of any proceeding for such purpose, (E) of the occurrence of (but not the nature of or details concerning) any event or the existence of any fact (a “Material Event”) as a result of which any Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided, however, that no notice by the Company shall be required pursuant to this clause (E) in the event that the Company either promptly files a Prospectus supplement to update the

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Prospectus or a Form 8-K or other appropriate Exchange Act report that is incorporated by reference into a Registration Statement, which, in either case, contains the requisite information with respect to such Material Event that results in such Registration Statement no longer containing any untrue statement of material fact or omitting to state a material fact necessary to make the statements contained therein not misleading), (F) of the determination by the Company that a post-effective amendment to a Registration Statement will be filed with the Commission, which notice may, at the discretion of the Company (or as required pursuant to Section 4.2), state that it constitutes a Deferral Notice, in which event the provisions of Section 4.2 shall apply or (G) at any time during which a Prospectus is required to be delivered under the Securities Act, that a Registration Statement, Prospectus, Prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder;

     (v) prior to any public offering of the Registrable Shares pursuant to a Registration Statement, use its best efforts to register or qualify or cooperate with the Manager in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Shares for offer and sale under the securities or “blue sky” laws of such jurisdictions within the United States as the Manager reasonably requests in writing (which request may be included in the Notice and Questionnaire);

     (vi) prior to any public offering of the Registrable Shares pursuant to a Registration Statement, use its best efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effective Period in connection with the Manager’s offer and sale of Registrable Shares pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of such Registrable Shares in the manner set forth in the Registration Statement and the related Prospectus; provided that the Company will not be required to (A) qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it would not otherwise be required to qualify but for this Agreement, (B) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction in which it is not then so subject, or (C) become subject to the reporting requirements of such jurisdiction;

     (vii) use its best efforts to prevent the issuance of and, if issued, to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or any post-effective amendment thereto, and to lift any suspension of the qualification of any of the Registrable Shares for sale in any jurisdiction in which they have been qualified for sale, in each case at the earliest practicable date;

     (viii) upon reasonable notice, for a reasonable period prior to the filing of a Registration Statement, and throughout the applicable Effective Period, make available at reasonable times at the Company’s principal place of business or such other reasonable place for inspection by a representative of any underwriter, placement agent or counsel

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appointed by the Manager in connection with an underwritten offering, such financial and other information and books and records of the Company, and cause the officers, directors, trustees and independent certified public accountants of the Company to respond to such inquiries, as shall be reasonably necessary, in the judgment of the counsel to the Manager, to conduct a reasonable “due diligence” investigation; provided, however, that each such representative appointed by the Manager in connection with an underwritten offering shall be required to maintain in confidence and not to disclose to any other person any information or records reasonably designated by the Company in writing as being confidential, subject to customary exceptions;

     (ix) if reasonably requested by the Manager, promptly incorporate in a Prospectus supplement or post-effective amendment to a Registration Statement such information as the Manager shall, on the basis of a written opinion of nationally recognized counsel experienced in such matters, determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment; provided that the Company shall not be required to take any actions under this Section 4.1(viii) that are not, in the reasonable opinion of counsel for the Company, in compliance with applicable law;

     (x) promptly furnish to the Manager, upon its request and without charge, at least one (1) conformed copy of each Registration Statement and any amendments thereto, including financial statements but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference and all exhibits (unless requested in writing to the Company by the Manager); and

     (xi) during each Effective Period, deliver to the Manager in connection with any sale of Registrable Shares pursuant to a Registration Statement, without charge, as many copies of the Prospectus relating to such Registrable Shares (including each preliminary Prospectus) and any amendment or supplement thereto as the Manager may reasonably request; and the Company hereby consents (except during such periods in which a Deferral Notice is outstanding and has not been revoked or during any period that is not a “trading window” as defined in the Company’s Insider Trading Policy) to the use of such Prospectus or each amendment or supplement thereto by the Manager in connection with any offering and sale of the Registrable Shares covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein.

          4.2 Upon (i) the issuance by the Commission of a stop order suspending the effectiveness of a Registration Statement or the initiation of proceedings with respect to a Registration Statement under Section 8(d) or 8(e) of the Securities Act or (ii) the occurrence of any event or the existence of any Material Event as a result of which a Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will (A) in the case of clause (ii) above, subject to the third sentence of this provision, as promptly as practicable, prepare and

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file a post-effective amendment to such Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Registration Statement and Prospectus so that such Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, as thereafter delivered to the purchasers of the Registrable Shares being sold thereunder, and, in the case of a post-effective amendment to a Registration Statement, use best efforts to cause it to be declared effective as promptly as practicable, and (B) in the case of clauses (i) and (ii) above, give notice to the Manager that the availability of a Registration Statement is suspended (a “Deferral Notice”). Upon receipt of any Deferral Notice, the Manager agrees not to sell any Registrable Shares pursuant to a Registration Statement until the Manager’s receipt of copies of the supplemented or amended Prospectus provided for in clause (A) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (i) above, as promptly as practicable, (y) in the case of clause (ii) above, as soon as, in the sole judgment of the Company, public disclosure of such Material Event would not be prejudicial to or contrary to the interests of the Company or, if necessary to avoid unreasonable burden or expense, as soon as practicable thereafter.

          4.3 The Manager agrees that, upon receipt of any Deferral Notice from the Company, the Manager shall forthwith discontinue (and cause any placement or sales agent or underwriters acting on their behalf to discontinue) the disposition of Registrable Shares pursuant to the Registration Statement applicable to such Registrable Shares until the Manager (i) shall have received copies of such amended or supplemented Prospectus and, if so directed by the Company, deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Manager’s possession of the Prospectus covering such Registrable Shares at the time of receipt of such notice or (ii) shall have received notice from the Company that the disposition of Registrable Shares pursuant to the Registration Statement may continue.

          4.4 The Company may require the Manager in connection with the Registrable Shares as to which any Registration Statement pursuant to Section 2.1 or 3 is being effected to furnish to the Company such information regarding the Manager and the Manager’s intended method of distribution of such Registrable Shares as the Company may from time to time reasonably request in writing, but only to the extent that such information is required in order to comply with the Securities Act. The Manager agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by the Manager to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such Registration Statement contains or would contain an untrue statement of a material fact regarding the Manager or the Manager’s intended method of disposition of such Registrable Shares or omits to state any material fact regarding the Manager or the Manager’s intended method of disposition of such Registrable Shares required to be stated therein or

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necessary to make the statements therein not misleading, and promptly to furnish to the Company any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to the Manager or the disposition of such Registrable Shares, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

          4.5 The Company shall comply with all applicable rules and regulations of the Commission and timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to its security holders as soon as practicable an earnings statement for the purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act.

          4.6 The Company shall provide CUSIP numbers for all Registrable Shares covered by a Registration Statement no later than the effective date of such Registration Statement.

          4.7 The Company and the Manager shall provide such information as is required for any filings required to be made with the NASD.

          4.8 From the period beginning with the termination of the Management Services Agreement and ending two years after the last Management Fee Investment, the Company will not, and will not permit any of its “affiliates” (as defined in Rule 144) to, resell any of the Securities that have been reacquired by any of them except pursuant to an effective registration statement under the Securities Act.

          4.9 The Company shall enter into such customary agreements and take all such other necessary and lawful actions in connection therewith in order to expedite or facilitate disposition of such Registrable Shares.

          4.10 Upon (i) the filing of the Initial Shelf Registration Statement and (ii) the effectiveness of the Initial Shelf Registration Statement, the Company shall issue a press release to announce the same.

SECTION 5
MANAGER’S OBLIGATIONS

          The Manager agrees, by acquisition of the Registrable Shares, that it shall not be entitled to sell any of such Registrable Shares pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless it has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2.3 hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. The Manager agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished by it to the Company not misleading and any other information regarding the Manager and the distribution of the Registrable Shares that may be required to be disclosed in a Registration Statement under applicable law or pursuant to

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Commission comments. The Manager agrees, so long as the Management Services Agreement is in effect, to comply with the Company’s Insider Trading Policy. The Manager further agrees not to sell any Registrable Shares pursuant to a Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, within ten (10) Business Days of a request by the Company confirm the amount of Registrable Shares sold pursuant to any Registration Statement. In the absence of a response, the Company may assume that all of the Manager’s Registrable Shares were so sold.

SECTION 6
REGISTRATION EXPENSES

          The Company agrees to bear and to pay or cause to be paid promptly upon request being made therefor all expenses incident to the Company’s performance of or compliance with this Agreement, including (i) all Commission and any NASD registration and filing fees and expenses, (ii) all fees and expenses in connection with the qualification of the Registrable Shares for offering and sale under the state securities and blue sky laws referred to in Section 4.1(v) hereof, including reasonable fees and disbursements of one counsel for the placement agent or underwriters, if any, in connection with such qualifications, (iii) all expenses relating to the preparation, printing, distribution and reproduction of a Registration Statement, the related Prospectus, each amendment or supplement to each of the foregoing, the certificates representing the Registrable Shares and all other documents relating hereto, (iv) fees and expenses of the registrar and transfer agent for the Trust Stock, (v) fees, disbursements and expenses of counsel and independent certified public accountants of the Company (including the expenses of any opinions or “cold comfort” letters required by or incident to such performance and compliance) and (vi) reasonable fees, disbursements and expenses of one counsel for the Manager retained in connection with any underwritten offering of the Registrable Shares pursuant to a Registration Statement, as selected by the Manager and reasonably acceptable to the Company (including the expenses of any opinion), and fees, expenses and disbursements of any other persons, including special experts, retained by the Company in connection with such registration (collectively, the “Registration Expenses”). To the extent that any Registration Expenses are incurred, assumed or paid by the Manager or any placement agent therefor or underwriter thereof, the Company shall promptly after receipt of a documented request therefor reimburse such person for the full amount of the Registration Expenses so incurred, assumed or paid. Notwithstanding the foregoing, the Manager shall pay all placement agent fees and commissions and underwriting discounts and commissions attributable to the sale of the Registrable Shares being registered and the fees and disbursements of any counsel or other advisors or experts retained by the Manager, other than the counsel and experts specifically referred to above.

SECTION 7
INDEMNIFICATION

          7.1 Indemnification by the Company.

          The Company will indemnify the Manager, each of its officers, directors and partners, each person controlling the Manager within the meaning of either the Securities Act of

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the Exchange Act, each underwriter of public offerings effected pursuant to this Agreement, if any, and each person who controls any such underwriter within the meaning of either the Securities Act and the Exchange Act against all claims, losses, expenses, damages and liabilities (or actions, proceedings or settlements with respect thereto) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement as originally filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or in any Registration Statement, or amendment thereof or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading (in the case of any preliminary Prospectus or the Prospectus, in the light of the circumstances under which they were made), or any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law applicable to the Company or any rule or regulation promulgated under the Securities Act, the Exchange Act or any such state law and relating to action or inaction required of the Company in connection with any such Registration Statement as originally filed or any amendment thereof, preliminary Prospectus or Prospectus. The Company will reimburse the Manager, each of its officers, directors and partners, and each person controlling the Manager, each such underwriter and each person who controls any such underwriter for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 7.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld); and provided further that the Company will not be liable in any such case to the extent that any such claim, loss, damage or liability arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by the Manager or underwriter specifically for use therein. The foregoing indemnity agreement with respect to any preliminary Prospectus shall not inure to the benefit of the Manager or underwriter, or any person controlling the Manager, or underwriter, from whom the persons asserting any such losses, claims, damages or liabilities purchased shares in the offering, if a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of the Manager or underwriter to such person at or prior to the written confirmation of the sale of the shares to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability.

          7.2 Indemnification by the Manager.

          The Manager will, as to each registration in which the Manager participates, indemnify the Company, each of its directors and officers, each underwriter and each person who controls the Company or such underwriter within the meaning of either the Securities Act or the Exchange Act, and the Manager, each of its officers, directors and partners and each person controlling the Manager, against all claims, losses, expenses, damages and liabilities (or actions, proceedings or settlements in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement as originally filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any preliminary

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Prospectus or the Prospectus, in the light of the circumstances under which they were made), and will reimburse the Company, and each of its directors, officers, partners, underwriters and controlling persons for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in any such Registration Statement as originally filed or any amendment thereof, preliminary Prospectus or Prospectus, in reliance upon and in conformity with written information furnished to the Company by the Manager specifically for use therein; provided, however, that (i) the indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Manager (which consent shall not be unreasonably withheld) and (ii) that the total amount for which the Manager shall be liable under this Section 7.2. shall not in any event exceed the aggregate net proceeds received by the Manager from the sale of Registrable Shares held by the Manager in such registration.

          7.3 Indemnification Procedures.

          Each party entitled to indemnification under this Section 7 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party proposed to conduct the defense of such claim or litigation shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such Indemnified Party’s election and expense; provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, unless such failure resulted in prejudice to the Indemnifying Party; and provided further, that an Indemnified Party (together with all other Indemnified Parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses of such counsel to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by counsel for the Indemnifying Party in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to all Indemnified Parties of a release from all liability in respect to such claim or litigation.

          7.4 Survival; Contribution.

          (a) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities. If the indemnification provided for in this Section 7 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any losses,

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claims, damages or liabilities referred to herein, the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall, to the extent permitted by applicable law, contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand, and of the Indemnified Party, on the other, in connection with the circumstances that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

          (b) Notwithstanding anything in this Section 7 to the contrary, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions of the underwriting agreement shall control.

SECTION 8
PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

          8.1 No person may participate in any registration hereunder which is underwritten unless the person (i) agrees to accept the terms of the underwriting agreement as agreed upon by the Company and the underwriters selected in accordance with this Agreement, and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

SECTION 9
REPORTS UNDER THE SECURITIES LAWS

          9.1 With a view to making available to the Manager the benefits of Rule 144 and any other rule or regulation of the Commission that may at any time permit the Manager to sell shares of Trust Stock to the public without registration, the Company agrees to use its commercially reasonable efforts to:

     (a) make and keep public information available, as those terms are understood and defined in Rule 144, at all times subsequent to ninety (90) days after the effective date of any registration statement covering an underwritten public offering filed under the Securities Act by the Company;

     (b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act at any time after it is subject to the reporting requirements thereof; and

     (c) furnish to the Manager upon request a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after ninety

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(90) days after the effective date of the registration statement filed by the Company), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested by the Manager in availing itself of any rule or regulation of the Commission permitting the selling of any of the securities without registration.

SECTION 10
TRANSFER OF REGISTRATION RIGHTS

          Provided that the Company is given written notice by the Manager at the time of any transfer of Registrable Shares by the Manager stating the name and address of the transferee of such Registrable Shares and identifying the securities with respect to which the rights under this Agreement are being assigned, the rights of the Manager under Sections 2 and 3 of this Agreement may be assigned to a transferee or assignee who (i) receives the number of shares equal to the number of shares acquired by the Manager in the Additional Initial Investment (as adjusted for stock dividends, stock splits, recapitalizations and the like that occur after the date of this Agreement) or (ii) is a subsidiary, affiliate, parent, general partner, limited partner or retired partner of the Manager, so long as such transfer of securities is in accordance with the LLC Agreement and any other agreements with the Company regarding transfer of Registrable Shares and all applicable state and federal securities laws and regulations, and provided further that the transferee or assignee of such rights assumes in writing the obligations of the Manager under this Agreement. The Company may prohibit the transfer of the Manager’s rights under this Section to any proposed transferee or assignee who the Company reasonably believes is a competitor of the Company.

SECTION 11
INFORMATION FURNISHED BY THE MANAGER

          The Manager shall furnish to the Company such information regarding the Manager and the distribution proposed by the Manager as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Agreement.

SECTION 12
MISCELLANEOUS

          12.1 Representations.

          Each of the parties hereto represents that this Agreement has been duly authorized, executed and delivered by such party and constitutes a legal, valid and binding obligation of such party, enforceable against it in accordance with the terms of this Agreement, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable

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remedies and (iii) to the extent that the indemnification provisions contained in this Agreement may be limited by applicable laws.

          12.2 Expenses.

          Except as provided in Section 6, the Company and the Manager shall each bear their own expenses incurred with respect to this Agreement.

          12.3 Notices.

          All notices and other communications required or permitted under this Agreement shall be deemed to have been duly given and made if in writing and if served by personal delivery to the party for whom intended, by facsimile transmission, by telegram or telex or by registered or certified mail (postage prepaid, return receipt requested), sent to the following addresses (or such other address for a party as shall be specified by like notice):

(a)	If to the Company:
	Macquarie Infrastructure Company LLC 600 Fifth Avenue, 21st Floor New York, New York 10020 Facsimile: (212) 581-8037 Attention: David Mitchell
(b)	If to the Manager:
	Macquarie Infrastructure Management (USA) Inc. 600 Fifth Avenue, 21st Floor New York, New York 10020 Facsimile: (212) 581-8037 Attention: Stephen Peet
(c)	If to the Trust:
	Macquarie Infrastructure Company Trust 600 Fifth Avenue, 21st Floor New York, New York 10020 Facsimile: (212) 581-8037 Attention: Peter Stokes

          12.4 Waiver.

          No delay on the part of any party hereto with respect to the exercise of any right, power, privilege or remedy under this Agreement shall operate as a waiver thereof, nor shall any exercise or partial exercise of any such right, power, privilege or remedy preclude any further exercise thereof or the exercise of any other right, power, privilege or remedy. No modification or waiver by either party hereto of any provision of this Agreement, or consent to any departure

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by the other party therefrom, shall be effective in any event unless in writing as set forth in Section 12.12 hereof, and then only in the specific instance and for the purpose for which given. Notwithstanding the foregoing, each party hereto shall have the right to waive compliance by the other party with any of the provisions hereof, or to modify such provisions to a less restrictive obligation of the other party on such terms as such party shall determine, with or without prior notice to the other party.

          12.5 Remedies.

          The rights, powers, privileges and remedies hereunder are cumulative and not exclusive of any other right, power, privilege or remedy the parties hereto would otherwise have.

          12.6 Entire Agreement.

          This Agreement constitutes the entire agreement and understanding between the Manager and the Company, and supersedes all prior agreements and understandings relating to the subject matter hereof.

          12.7 Governing Law.

          This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

          12.8 Counterparts.

          This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution and delivery of this Agreement by facsimile shall have the same force and effect as delivery of original signatures and each party may use such facsimile signatures as evidence of the execution and delivery of this Agreement by all parties to the same extent that an original signature could be used.

          12.9 Severability.

          Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

          12.10 Headings.

          The various headings of this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any provisions hereof.

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          12.11 Amendment and Waiver.

          Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement will be effective unless such modification, amendment or waiver is approved in writing by the Company and the Manager and any such amendment, waiver, discharge or termination shall be binding on the Company and the Manager. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the written consent of the Manager. Any amendment or waiver effected in accordance with this Section 12.11 shall be binding upon the Company and the Manager, and each of their respective successors and permitted assigns.

          12.12 Succession and Assignment.

          Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. Except as otherwise expressly provided to the contrary, the provisions of this Agreement and the rights and obligations of the parties hereunder shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and be binding upon the Manager and each of the Manager’s legal representatives, heirs, legatees, distributees, permitted assigns and transferees by operation of law, whether or not any such person has become a party to this Agreement or has agreed in writing to join herein and to be bound by the terms, conditions and restrictions hereof, and shall not otherwise be for the benefit of any third party.

          12.13 Information Confidential.

          Each party hereto acknowledges that the information received pursuant hereto may be confidential and for its use only, and it will not use such confidential information in violation of the Exchange Act or reproduce, disclose or disseminate such information to any other person (other than its employees or agents having a need to know the contents of such information and its attorneys), except in connection with the exercise of rights under this Agreement, unless such information is available to the public generally or such party is required by a governmental body to disclose such information.

          12.14 Right to Enforcement.

          The Manager shall have the right to directly enforce the agreements made hereunder by the Company, to the extent they deem such enforcement necessary or advisable to protect its rights.

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          IN WITNESS WHEREOF, the parties hereto have each executed this Registration Rights Agreement as of the date first written above.

THE LLC: MACQUARIE INFRASTRUCTURE COMPANY LLC
/s/ David M. Mitchell
Name:	David M. Mitchell
Title:	Chief Financial Officer

THE TRUST: MACQUARIE INFRASTRUCTURE COMPANY TRUST
/s/ Peter Stokes
Name:	Peter Stokes
Title:	Regular Trustee

THE MANAGER: MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC.
/s/ John B. Mullin
Name:	John B. Mullin
Title:	Secretary/Treasurer

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SCHEDULE 1

FORM OF NOTICE AND QUESTIONNAIRE

SHARES OF TRUST STOCK OF
MACQUARIE INFRASTRUCTURE COMPANY TRUST

     Macquarie Infrastructure Management (USA) Inc. (the “Manager”), beneficial holder of  • shares of beneficial interest (the “Registrable Shares”) of Macquarie Infrastructure Company Trust (the “Trust”), understands that Macquarie Infrastructure Company LLC (the “LLC”, and together with the Trust, the “Company”) and the Trust have filed or intend to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Shares in accordance with the terms of the Trust Stock Registration Rights Agreement (the “Registration Rights Agreement”) to be dated as of  •, 2004 between the Company and the Manager. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

     The Manager, as a beneficial owner of Registrable Shares, is entitled to the benefits of the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Shares pursuant to the Shelf Registration Statement, the Manager generally will be required to be named as a selling security holder in the related Prospectus and to deliver a Prospectus to purchasers of Registrable Shares. If the Manager does not complete this Notice and Questionnaire and deliver it to the Company as provided below, the Manager will not be named as a selling security holder in the Prospectus and therefore will not be permitted to sell any Registrable Shares pursuant to a Shelf Registration Statement. Upon receipt of a completed Notice and Questionnaire from the Manager following the effectiveness of any Shelf Registration Statement, the Company will, as promptly as practicable but in any event within five Business Days of such receipt, file such amendments to the Shelf Registration Statement or supplements to the related Prospectus as are necessary to permit the Manager to deliver such Prospectus to purchasers of Registrable Shares.

     Certain legal consequences arise from being named as a selling security holder in the Shelf Registration Statement and the related Prospectus. Accordingly, the Manager, as a holder and beneficial owner of Registrable Shares, is advised to consult its own securities law counsel regarding the consequences of being named or not being named as a selling security holder in the Shelf Registration Statement and the related Prospectus.

NOTICE

     The Manager hereby gives notice to the Company of its intention to sell or otherwise dispose of Registrable Shares beneficially owned by it and listed below in Item 3 (unless otherwise specified under Item 3) pursuant to a Shelf Registration Statement. The Manager, by signing and returning this Notice and Questionnaire, understands that it will be bound by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement.

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     Pursuant to the Registration Rights Agreement, the Manager has agreed to indemnify and hold harmless the Company’s directors and officers and each person, if any, who controls the Company within the meaning of either the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from and against certain losses arising in connection with statements concerning the undersigned made in a Shelf Registration Statement or the related Prospectus in reliance upon the information provided in this Notice and Questionnaire.

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QUESTIONNAIRE

COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE SHOULD BE
RETURNED TO THE COMPANY AS FOLLOWS:

1 Copy by Facsimile to  •, Fax:  •

With the original copy to follow to:

MACQUARIE INFRASTRUCTURE COMPANY LLC AT:
600 Fifth Avenue, 21st Floor
New York, New York 10020
Attention: Peter Stokes

     The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate and complete.

1. Full legal name of the Manager, as a selling security holder:
Macquarie Infrastructure Management (USA) Inc.

(a) Full legal name of The Depository Trust Company Participant (if applicable) through which Registrable Shares listed in (3) below are held:
Name:
DTC No.:
Contact Person:
Telephone No.:

(b)	Are you a broker-dealer registered pursuant to Section 15 of the Exchange Act?
(c)	If your response to Item 1(b) above is no, are you an “affiliate” of a broker-dealer registered pursuant to Section 15 of the Exchange Act?
	For the purposes of this Item 1(c), an “affiliate” of a registered broker-dealer shall include any company that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such broker-dealer, and does not include any individuals employed by such broker-dealer or its affiliates.

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2. Address for notices to Manager:

600 Fifth Avenue, 21st Floor
New York, New York 10020

Telephone, including area code:  •

Fax, including area code: (212) 581-8037

Contact Person:

3. Beneficial ownership of Registrable Shares:

(a)	Number of Registrable Shares beneficially owned:     shares of beneficial interest of Macquarie Infrastructure Company Trust
(b)	CUSIP No(s). of such Registrable Shares beneficially owned:

4.	Beneficial Ownership of the Trust securities (other than Registrable Securities) owned by the Manager:
	Except as set forth below in this Item (4), the undersigned is not the beneficial or registered owner of any shares of Trust Stock other than the Registrable Shares listed above in Item (3).

     (a) Type and Amount of other shares of Trust Stock beneficially owned by the Manager:

     (b) CUSIP No(s). of such other shares of Trust Stock beneficially owned:

5. Nature of Beneficial Ownership:

(a)	Full legal name of Manager’s controlling stockholders who have sole or shared voting or dispositive power over the Registrable Shares:
(b)	Business address (including street address) (or residence if no business address), telephone number and facsimile number of such person(s): Address:
	Telephone: Fax:

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6.	Plan of Distribution:
	Except as set forth below, the Manager (including its donees or pledgees) intends to distribute the Registrable Shares listed above in Item (3) pursuant to the Shelf Registration Statement only as follows (if at all): Such Registrable Shares may be sold from time to time directly by the Manager or alternatively through underwriters or broker-dealers or agents. If the Registrable Shares are sold through underwriters or broker-dealers, the Manager will be responsible for underwriting discounts or commissions or agents’ commissions. Such Registrable Shares may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Shares may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market or (iv) through the writing of options. In connection with sales of the Registrable Shares or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Shares, and deliver Registrable Shares to close out such short positions, or loan or pledge Registrable Shares to broker-dealers that in turn may sell such securities.
	State any exceptions here:

      Note:  In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Shares without the prior agreement of the Company.

     The Manager acknowledges that it understands its obligation to comply with the provisions of the Exchange Act, and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), and the provisions of the Securities Act relating to Prospectus delivery, in connection with any offering of Registrable Shares pursuant to a Shelf Registration Statement. The Manager agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions.

     The Manager hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein.

     Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the Manager against certain liabilities.

     In accordance with the Manager’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in a Shelf Registration Statement, the Manager agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while a Shelf Registration Statement remains effective. All notices to the Manager hereunder and pursuant to the Registration Rights Agreement shall be made in writing to the Manager at the address set forth in Item 1(a) of this Notice and Questionnaire.

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     By signing below, the Manager acknowledges that it is the beneficial owner of the Registrable Shares set forth herein, represents that the information herein is accurate and consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in a Shelf Registration Statement and the related Prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of a Shelf Registration Statement and the related Prospectus.

     Once this Notice and Questionnaire is executed by the undersigned beneficial owner and received by the Company, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the Manager. This Agreement shall be governed in all respects by the laws of the State of New York.

     IN WITNESS WHEREOF, the Manager, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

THE MANAGER: MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC.
	Name:
	Title:

Dated:

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