SC 13D

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.  )*

Macquarie Infrastructure Company LLC

(Name of Issuer)

Limited Liability Company Interests

(Title of Class of Securities)

55608B105

(CUSIP Number)

Heidi Mortensen
Macquarie Infrastructure Management (USA) Inc.
125 West 55th Street
New York, NY 10019
Telephone: (212) 231-1000

(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

June 25, 2007

(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

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 55608B105 

1	NAMES OF REPORTING PERSONS: 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)   þ
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		7	SOLE VOTING POWER:
NUMBER OF			1,979,648
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER:
			1,979,648
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	1,979,648
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	4.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	CO

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TABLE OF CONTENTS

		Page
Item 1.	Security and Issuer		1
Item 2.	Identity and Background		1
Item 3.	Source and Amount of Funds or Other Consideration		2
Item 4.	Purpose of Transaction		2
Item 5.	Interest in Securities of the Issuer		4
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer		4
Item 7.	Material to Be Filed as Exhibits		5
Signatures
SCHEDULE I
EXHIBIT B
EXHIBIT C
EXHIBIT D

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Item 1. Security and Issuer.

The class of equity securities to which this Statement on Schedule 13D relates is the limited liability company interests (the “LLC Interests”) of Macquarie Infrastructure Company LLC, a Delaware limited liability company (the “Issuer”), with its principal executive offices located at 125 West 55^th Street, New York, New York, 10019.

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 (“MIMUSA”). MIMUSA has its principal offices at 125 West 55^th Street, New York, New York, 10019.

MIMUSA is an indirect wholly owned subsidiary of Macquarie Bank Limited, a company formed under the laws of Australia (“MBL”). MIMUSA is 100% directly owned by Macquarie Holdings (U.S.A.) Inc. (“MHUSA”), a Delaware corporation. MHUSA is a direct wholly owned subsidiary of Macquarie Equities (US) Holdings Pty Limited, a company formed under the laws of Australia (“MEQH”). MEQH is a direct wholly owned subsidiary of Macquarie Group (US) Holdings No1 Pty Ltd, a company formed under the laws of Australia (“MGUSH1”). MGUSH1 is a direct wholly owned subsidiary of Macquarie Group International Holdings Pty Ltd (“MGIHL”). MGIHL is a direct wholly owned subsidiary of MBL, the ultimate controlling entity of MIMUSA. MBL intends to file a separate Schedule 13D.

MBL, MEQH, MGUSH1, and MGIHL have their principal offices at No. 1 Martin Place, Sydney, New South Wales 2000, Australia. MHUSA has its principal offices at 125 West 55^th Street, New York, New York, 10019, United States.

The directors and executive officers of MIMUSA are set forth on Schedule I attached hereto. Schedule I sets 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.

During the last five years, none of MIMUSA, MBL, MEQH, MGUSH1, MGIHL or MHUSA, nor any person named in Schedule I, 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

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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.

On June 25, 2007, all of the outstanding shares of trust stock (“Shares of Trust Stock”), representing beneficial interests in Macquarie Infrastructure Company Trust (the “Trust”), were automatically exchanged for an equal number of LLC Interests in the Issuer pursuant to the terms of the trust agreement for the Trust (the “Exchange”) and the Trust was dissolved. Prior to the Exchange and dissolution of the Trust, all interests in the Issuer were held by the Trust. No funds or other consideration were used in connection with the acquisition of the LLC Interests in the Exchange.

All acquisitions and dispositions of Shares of Trust Stock by MIMUSA and MBL prior to the Exchange have been previously reported on a Schedule 13D and various amendments thereto filed in connection with the Shares of Trust Stock (collectively, the “Trust Stock 13D”).

Item 4. Purpose of Transaction.

MIMUSA and MBL acquired LLC Interests automatically in the Exchange. Subsequent to the Exchange, the Issuer and MIMUSA entered into a Purchase Agreement, dated June 28, 2007 (the “Purchase Agreement”), with Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Macquarie Securities (USA) Inc., as representatives of the underwriters named in the Purchase Agreement (the “Underwriters”), whereby MIMUSA agreed to sell and the Underwriters agreed to purchase, subject to and upon terms and conditions set forth therein, 599,000 LLC Interests of the Issuer under the Issuer’s existing shelf registration statement (Registration No. 333-138010-01) at a public offering price per share of $40.99 less an underwriting discount per share of $1.7421. MBL had entered into a total return swap with respect to these 599,000 LLC Interests. The counterparty to the swap was Macquarie International Infrastructure Fund Limited, or MIIF, a fund which is managed by a subsidiary of MBL. MBL had caused MIMUSA to pledge the 599,000 LLC interests to MIIF to secure MBL’s obligations under the total return swap. MIMUSA retained the voting rights on all the pledged interests. The sale of LLC Interests under the Purchase Agreement (the “Secondary Offering”), which closed on July 5, 2007, settled MBL’s obligations under the total return swap and, as a result, the total return swap has been terminated and the pledge over these LLC Interests has been released.

Furthermore, as a result of the Secondary Offering, on July 5, 2007, MIMUSA and MBL ceased to beneficially own more than 5% of the outstanding LLC Interests of the Issuer, although MIMUSA expects that, following MIMUSA’s reinvestment of management fees related to the quarter ended June 30, 2007, as discussed below, they will each beneficially own more than 5% of the then outstanding LLC Interests.

In addition, MBL owns 19,124 LLC Interests to hedge its obligations under its Directors’ Profit Share Plan which MIMUSA, as a subsidiary of MBL, may be deemed to beneficially own. MIMUSA disclaims such beneficial ownership and the information in this Schedule 13D shall not be construed as an admission that MIMUSA is, for the purposes of Section 13(d) or 13(g) of

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the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the LLC Interests owned by MBL.

The purpose of any transactions in Shares of Trust Stock by MIMUSA and MBL prior to the Exchange have been previously reported on the Trust Stock 13D.

MIMUSA is party to a (i) an Amended and Restated Management Services Agreement dated June 22, 2007 (the “Management Services Agreement”) among MIMUSA, the Issuer, Macquarie Infrastructure Company Inc., a Delaware corporation, and certain directly wholly owned subsidiaries of the Issuer (each a “Managed Subsidiary” and, together, the “Managed Subsidiaries”), and (ii) a Registration Rights Agreement dated December 21, 2004 (the “Registration Rights Agreement”) among MIMUSA, the Trust and the Issuer.

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

Pursuant to the terms of the Management Services Agreement, MIMUSA may be entitled to receive additional LLC Interests of the Issuer. MIMUSA has the right but not the obligation to invest all or any portion of the management fees it receives from the Issuer and the Managed Subsidiaries, from time to time, in LLC Interests in accordance with the terms therein. For the quarters ended March 31, 2007 and June 30, 2007, MIMUSA has elected to reinvest $957,148 and $43,005,302 of management fees, respectively, in LLC Interests of the Issuer. The number of shares issuable upon such reinvestment has not been determined at this time.

Pursuant to the terms of the Management Services Agreement, for so long as MIMUSA or any affiliate of MIMUSA holds no less that 200,000 LLC Interests (as adjusted to reflect stock splits or similar recapitalizations), MIMUSA has the right to appoint one director to the Issuer’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. MIMUSA also has the obligation under the Management Services Agreement to second to the Issuer the Issuer’s chief executive officer and chief financial officer on a wholly dedicated basis and may second one or more individuals to serve as officers or otherwise of the Issuer, as agreed between MIMUSA and the Issuer.

Pursuant to the Registration Rights Agreement, among other things, the Issuer has agreed to file, and has filed, a shelf registration statement under the Securities Act of 1933, as amended, relating to the resale of all LLC Interests owned by MIMUSA or acquired in the future. Under the Purchase Agreement, MIMUSA has agreed not to sell, transfer or otherwise dispose of any LLC interests of the Company, without the prior written consent of the Representatives, for a period of 90 days beginning June 28, 2007, except that MIMUSA is permitted to transfer to its affiliates LLC Interests acquired by it upon reinvestment of management fees. In addition, under the Management Services Agreement, MIMUSA may not dispose of 700,000 of its LLC Interests until December 21, 2007.

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Except as set forth above, MIMUSA 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 securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (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 Purchase Agreement, the Management Services Agreement and the Registration Rights Agreement are annexed hereto as Exhibits B, C and D.

Item 5. Interest in Securities of the Issuer.

(a)—(b) Please refer to numbers 7-11 of the schedule preceding the table of contents of this Schedule 13D for MIMUSA. The information regarding the beneficial ownership of MIMUSA gives effect to both the Exchange and the Secondary Offering but does not reflect LLC Interests which are expected to be issued within 60 days to MIMUSA in connection with its reinvestment of management fees related to the quarter ended March 31, 2007, as the exact number of LLC Interests to be issued has not yet been determined by the Issuer. It also does not reflect the LLC Interests owned by MBL to which MIMUSA disclaims beneficial ownership, as discussed above.

(c) Except as disclosed above, MIMUSA has not effected any transaction in the LLC Interests during the past 60 days.

(d) Not applicable.

(e) As a result of the Secondary Offering, on July 5, 2007, MIMUSA ceased to beneficially own more than 5% of the outstanding LLC Interests of the Issuer.

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

Other than the Purchase Agreement, the Management Services Agreement and the Registration Rights Agreement mentioned above, to the best knowledge of MIMUSA, 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 LLC Interests, 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 B — Purchase Agreement
Exhibit C — Management Services Agreement
Exhibit D — Registration Rights Agreement

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Signatures

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

July 5, 2007	MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC.
	By:	/s/ Alan Stephen Peet
		Name:	Alan Stephen Peet
		Title:	Vice President

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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 125 West 55^th Street, New York, New York, 10019, United States.

	Position with Reporting
Name	Person	Principal Occupation
Peter Stokes	Director, President and Chief Executive Officer	Chief Executive Officer of the Issuer
Shemara Wikramanayake	Director	Investment Banker
Alan Stephen Peet	Director and Vice President	Investment Banker
John B. Mullin (US Citizen)	Secretary and Treasurer	Financial Officer

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EX-99.B

Exhibit 99.B

Macquarie Infrastructure Company LLC

6,300,000 Limited Liability Company Interests

PURCHASE AGREEMENT

Dated: June 28, 2007

Macquarie Infrastructure Company LLC

6,300,000 Limited Liability Company Interests

PURCHASE AGREEMENT

June 28, 2007

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith Incorporated

4 World Financial Center
New York, New York 10080

Macquarie Securities (USA) Inc.
125 West 55^th Street
New York, New York 10019

as Representatives of the several Underwriters
named on Schedule A hereto

Ladies and Gentlemen:

     Macquarie Infrastructure Company LLC, a Delaware limited liability company (the “Company”) and Macquarie Infrastructure Management (USA) Inc., a Delaware corporation (the “Selling Shareholder”), confirm their respective agreements with each of the Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Macquarie Securities (USA) Inc. are acting as representatives (in such capacity, the “Representatives”), with respect to the sale by the Company and the Selling Shareholder and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of limited liability company interests of the Company (the “LLC Interests”) set forth in said Schedule A, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 945,000 additional LLC Interests to cover overallotments, if any. The aforesaid 6,300,000 LLC Interests (the “Initial Securities”) to be purchased by the Underwriters and all or any part of the 945,000 LLC Interests subject to the option described in Section 2(b) hereof (the “Option Securities”) are hereinafter called, collectively, the “Securities”.

     The Company and the Selling Shareholder understand that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered.

     Macquarie Infrastructure Company Trust, a Delaware statutory trust (the “Trust”), and the Company have filed with the Securities and Exchange Commission (the “Commission”) on October 16, 2006 an automatic shelf registration statement on Form S-3 (Nos. 333-138010, 333-138010-01), which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “1933 Act Regulations”) under the Securities Act of 1933, as amended (the “1933 Act”). On June 25, 2007, upon the dissolution of the Trust and completion of a mandatory share exchange in which all of the shares of beneficial interest in the Trust held by each of its shareholders were exchanged for an equal number of LLC Interests in the Company, the Company has filed with the Commission Post-Effective Amendment No. 1 to the registration statement, including the related base prospectus (the “Base Prospectus”), which Post-Effective Amendment No. 1 became effective upon filing under Rule 462(e). Such amended registration statement covers the registration of the Securities under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a final prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) of the 1933 Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the 1933 Act Regulations. Any information included in such final prospectus supplement that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information”. Each preliminary prospectus supplement to the Base Prospectus used in connection with the offering of the Securities that was used prior to the filing of the Prospectus (as defined below), together with the Base Prospectus, is herein called a “preliminary prospectus.” Such registration statement, as amended by Post-Effective Amendment No. 1, at any given time, including the amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by 1933 Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective on October 16, 2006, is herein called the “Original Registration Statement.” The final prospectus supplement, together with the Base Prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).

     All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in or otherwise deemed by 1933 Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the “1934 Act”) that is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

     Unless otherwise indicated, all references in this agreement to a “Subsidiary” and, collectively, the “Subsidiaries” shall be deemed to mean and include each “significant subsidiary” of the Company (as

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such term is defined in Rule 1-02 of Regulation S-X) and each existing subsidiary providing financial statements included in the Registration Statement, all as listed on Schedule B hereto.

     SECTION 1. Representations and Warranties.

     (a) Representations and Warranties by the Company. The Company represents and warrants to each Underwriter as of the date hereof, the Applicable Time referred to in Section 1(a)(i) hereof, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof, and agrees with each Underwriter, as follows:

     (i) Registration Statement, Prospectus and Disclosure at Time of Sale. The Original Registration Statement became effective upon filing under Rule 462(e) of the 1933 Act Regulations (“Rule 462(e)”) on October 16, 2006, and Post-Effective Amendment No. 1 thereto became effective on June 25, 2007 upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with.

          Any offer that is a written communication relating to the Securities made prior to the filing of the Original Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the 1933 Act Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the 1933 Act Regulations (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163.

          At the respective times the Original Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement and any amendment and supplement thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and did not and will not contain 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.

          Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

          Each preliminary prospectus (including the prospectus filed as part of the Original Registration Statement or any amendment thereto) complied, when so filed, in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

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          As of the Applicable Time (as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, the Statutory Prospectus (as defined below) and the information included on Schedule E hereto (except for the information included in paragraph 2. of Schedule E), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

          As used in this subsection and elsewhere in this Agreement:

          “Applicable Time” means 5:00 p.m. (Eastern Time) on June 28, 2007 or such other time as agreed by the Company and the Representatives.

          “Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations (“Rule 433”), relating to the Securities that (i) is required to be filed with the Commission by the Company, (ii) is a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

          “Issuer General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Schedule G hereto.

          “Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.

          “Statutory Prospectus” as of any time means the prospectus relating to the Securities that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof.

          Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities or until any earlier date that the issuer notified or notifies the Representatives as described in Section 3(e), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified.

          The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein.

     (ii) Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time they were

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or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Securities Exchange Act of 1934 (the “1934 Act”) and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”), and, when read together with the other information in the General Disclosure Package and the Prospectus, (a) at the time the Original Registration Statement became effective, (b) at the earliest time the Prospectus was first used and at the date and time of the first contract of sale of Securities in this offering and (c) at the Closing Time, did not and will not contain 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.

     (iii) Independent Accountants. The accountants who certified the financial statements and supporting schedules of the Trust included or incorporated by reference in the Registration Statement are an independent registered public accounting firm as required by the 1933 Act, the 1933 Act Regulations, the 1934 Act, the 1934 Act Regulations and the Public Company Accounting Oversight Board (United States). The accountants who certified the financial statements and supporting schedules of the entities listed on Schedule C hereto (each, a Financial Entity, and collectively, the “Financial Entities”), other than the Trust, included or incorporated by reference in the Registration Statement are, or with respect to SJJC Aviation Services, LLC (“SJJC”), to the Company’s knowledge, are, either (A) registered public accounting firms as required by the 1933 Act and the 1933 Act Regulations or (B) independent public accountants under U.S. generally accepted auditing standards as set forth on Schedule C hereto.

     (iv) Financial Statements. The financial statements incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes (in the case of the Company and the Trust, contained in (i) the Company’s and the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed with the SEC on March 1, 2007, and (ii) the Company’s and the Trust’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007, filed with the SEC on May 8, 2007), present and, with respect to SJJC, to the Company’s knowledge, present, fairly in all material respects, as applicable, the financial position of the Financial Entities and each Financial Entity’s respective consolidated subsidiaries, as the case may be, at the dates indicated and the statement of operations, stockholders’ equity and cash flows of such subsidiaries for the periods specified; and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The selected financial data for each such Financial Entity and its consolidated subsidiaries and the summary financial information for each such Financial Entity and its consolidated subsidiaries included or incorporated by reference in the General Disclosure Package and the Prospectus present and, with respect to SJJC, to the Company’s knowledge, present, fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the related audited financial statements included in the Registration Statement. The pro forma financial statements and the related notes thereto incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act, to the extent applicable.

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     (v) No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its respective subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the trust stock of the Company, there has been no dividend or distribution of any kind declared, paid or made by the Company on its capital stock.

     (vi) Good Standing of the Company and Subsidiaries. (A) 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 General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign limited liability company to transact business 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 so to qualify or to be in good standing would not result in a Material Adverse Effect; except as disclosed in the Registration Statement, all of the issued and outstanding LLC Interests to be sold hereunder, including the Securities to be purchased by the Underwriters from the Selling Shareholder, have been duly authorized and validly issued and none of the outstanding LLC Interests, including the Securities to be purchased by the Underwriters from the Selling Shareholder, were issued in violation of the preemptive or similar rights of any holder of such LLC Interests; the Securities will conform in all material respects to all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description will conform in all material respects to the rights set forth in the instruments defining the same; no holder of the LLC Interests will be subject to personal liability by reason of being such a holder.

          (B) Each Subsidiary of the Company has been duly organized or formed, as applicable, and is validly existing and in good standing under the laws of the jurisdiction of its organization and has power and authority to own, lease and operate its respective properties and to conduct its respective business as described in the General Disclosure Package and the Prospectus; and each Subsidiary is duly qualified as a foreign corporation or a limited liability company to transact business 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 so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding interests or capital stock, as the case may be, of each such Subsidiary has been duly authorized and validly issued, is fully paid and, to the extent applicable in the jurisdiction of such entity’s organization, non-assessable, and are owned by the Company, directly or through subsidiaries, free and clear of any Security Interest; none of the outstanding shares of capital stock or membership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. All the subsidiaries of the Company and each Subsidiary are listed on Schedule D hereto.

     (vii) Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

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     (viii) Authorization and Description of Securities. All necessary action has been taken by the Company to duly and validly authorize, issue and sell to the Underwriters the Securities to be sold by the Company pursuant to this Agreement; when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, the Securities to be sold by the Company pursuant to this Agreement will be fully paid and non-assessable; the Securities to be sold by the Selling Shareholder pursuant to this Agreement will be fully paid and non-assessable; the Securities will conform in all material respects to all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to statutory or contractual preemptive or other similar rights.

     (ix) Absence of Defaults and Conflicts. Neither the Company nor any of its Subsidiaries, and to the Company’s knowledge, none of the Company’s other subsidiaries is in violation of its charter, by-laws, operating agreement or any organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or its subsidiaries, is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or its subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and, except as disclosed in the General Disclosure Package and the Prospectus, the consummation of the transactions contemplated in this Agreement and the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary, pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, by-laws, operating agreement or any similar organizational documents of the Company or any Subsidiary, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations (other than foreign or state securities or blue sky laws). As used in this Agreement, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

     (x) Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any Subsidiary, which is required to be disclosed in the Registration Statement (other than as disclosed therein), or which might reasonably be expected to result in a Material Adverse Effect or, except as disclosed in the General Disclosure Package and the Prospectus, which might reasonably be expected to materially and adversely affect the properties or assets of

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the Company and its Subsidiaries, taken as a whole, or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder or thereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a party or of which any of their respective property or assets is the subject which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, would not reasonably be expected to result in a Material Adverse Effect.

          (xi) Accuracy of Exhibits. There are no contracts or documents which are required to be described in the Registration Statement, the Prospectus or the documents incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required.

          (xii) Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, or sale of the Securities under this Agreement or, except as disclosed in the General Disclosure Package and the Prospectus, the consummation of the transactions contemplated by this Agreement, except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations and foreign or state securities or blue sky laws.

          (xiii) Absence of Manipulation. Neither the Company nor any affiliate of the Company has taken, nor will the Company or any affiliate take, directly or indirectly, any action which is designed to or which has constituted or which would be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

          (xiv) Investment Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).

          (xv) Registration Rights. There are no persons with registration rights or other similar rights to have any securities registered pursuant to the Registration Statement or otherwise registered by the Company under the 1933 Act, except pursuant to the Registration Rights Agreement among the Trust, the Company and the Selling Shareholder, dated December 15, 2004 (the “Registration Rights Agreement”).

          (xvi) Compliance with Laws. The Company and its Subsidiaries are in compliance with all laws administered by, and all regulations of, any governmental agency or body, domestic or foreign, applicable to them, except as disclosed in the General Disclosure Package and the Prospectus or where such non-compliance would not reasonably be expected to result in a Material Adverse Effect, and neither the Company nor any Subsidiary has been advised by any governmental agency or body, domestic or foreign, that it is not in material compliance with such laws and regulations. The Company has in place reasonable procedures and controls designed to ensure compliance with (A) any United States sanctions administered by the Office of Foreign Asset Controls (the “OFAC”) of the United States Treasury Department and (B) the Foreign Corrupt Practices Act (“FCPA”) and all regulations thereunder to the extent required under the OFAC and FCPA and all regulations thereunder.

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          (xvii) Disclosure and Accounting Controls. The Company employs disclosure controls and procedures (as such term is defined in Rules 13a-14 and 15d-14 under the 1934 Act) that (X) are designed to ensure that material information relating to the Company and Macquarie Infrastructure Company, Inc. is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within the Company and Macquarie Infrastructure Company, Inc., particularly during the periods in which the filings made by the Company with the Commission which it may make under the 1934 Act are being prepared, (Y) are evaluated for effectiveness as of the end of each fiscal quarter and (Z) are effective to perform the functions for which they were established. The Company maintains internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with the management’s general or specific authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (C) access to assets is permitted only in accordance with the management’s general or specific authorization and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described or incorporated by reference in the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

          (xviii) Compliance with Sarbanes-Oxley Act. Except as described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, there is and has been no failure on the part of the Company or the Company’s directors and officers, in their capacities as such, to comply with the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder or implementing the provisions thereof (the “Sarbanes-Oxley Act”) and the Company is in compliance with all applicable provisions of the Sarbanes-Oxley Act.

          (xix) Absence of Labor Dispute. No labor dispute with the employees of any Subsidiary or any of its respective subsidiaries exists or, to the knowledge of the Company, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any subsidiary or any subsidiary’s principal suppliers, manufacturers, customers or contractors, which, in either case, would result in a Material Adverse Effect.

          (xx) Possession of Intellectual Property. Each Subsidiary and its respective subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them, and no Subsidiary nor any of its respective subsidiaries have received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest such Subsidiary or any of its respective subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

          (xxi) Possession of Licenses and Permits. The Company and its Subsidiaries possess adequate permits, licenses, approvals, consents and other authorizations (collectively,

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          “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them (subject to such qualifications as may be set forth in the General Disclosure Package and the Prospectus or except where the failure to so possess would not singly or in the aggregate be reasonably expected to have a Material Adverse Effect); the Company and its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, be reasonably expected to have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except as disclosed in the General Disclosure Package and the Prospectus or when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect; and no Subsidiary nor any of its respective subsidiaries has received, any written notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would be reasonably expected to result in a Material Adverse Effect.

          (xxii) Title to Property. Each Subsidiary and its respective subsidiaries have good title to all real property owned by such Subsidiary and its respective subsidiaries and good title to all other properties owned by them, in each case, free and clear of any Security Interest except such as (A) are described in the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by each Subsidiary and its respective subsidiaries; and all of the leases and subleases material to the business of each Subsidiary or any of its respective subsidiaries, as the case may be, considered as one enterprise, and under which each Subsidiary or any of its respective subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and no Subsidiary nor any of its respective subsidiaries have any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of each Subsidiary or any of its respective subsidiaries, as the case may be, under any of the leases or subleases mentioned above, or affecting or questioning the rights of such Subsidiary or any of its respective subsidiaries, as the case may be, to the continued possession of the leased or subleased premises under any such lease or sublease.

          (xxiii) Environmental Laws. Except as described in the General Disclosure Package and the Prospectus and except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect (A) no Subsidiary nor any of its respective subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of petroleum or petroleum products, asbestos-containing materials, or any chemicals, substances or wastes regulated as a pollutant, contaminant, or as toxic or hazardous (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) each Subsidiary and its respective subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or, to the best of the Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against any Subsidiary or any of its respective subsidiaries and (D) to the best of the Company’s knowledge, there are no

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events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting any Subsidiary or any of its respective subsidiaries relating to Hazardous Materials or any Environmental Laws.

          (xxiv) Pending Proceedings and Examinations. The Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or 8(e) of the 1933 Act, and the Company is not the subject of a pending proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities.

          (xxv) Status as a Well-Known Seasoned Issuer. At the time of filing the Original Registration Statement, the Trust was a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”). (A) At the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (B) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations and (C) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, and the Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on a Rule 405 “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations objecting to the use of the automatic shelf registration statement form.

          (xxvi) The Company is Not an Ineligible Issuer. (A) At the earliest time after the filing of Post-Effective Amendment No. 1 to the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) and (B) as of the Applicable Time (with such time being used as the determination date for purposes of this clause (B)), the Company was not and is not an “ineligible issuer” as defined in Rule 405.

          (xxvii) Capitalization. The number of LLC Interests, as set forth in the section titled “Capitalization” in the Prospectus will be, at the Closing Time, the only issued and outstanding limited liability company interests of the Company and (except for outstanding director stock units or subsequent issuances (A) pursuant to this Agreement or (B) pursuant to the amended and restated management services agreement (the “Management Services Agreement”) among the Company, the subsidiaries of the Company party thereto and the Selling Shareholder, as amended as of June 22, 2007) the Securities will constitute the only equity securities issued by the Company that are outstanding; the Company is not required to issue and has not issued any other class of equity securities. The issued and outstanding LLC Interests of the Company, including the Securities to be purchased by the Underwriters from the Selling Shareholder, have been duly authorized and validly issued and are fully paid and non-assessable.

     (b) Representations and Warranties of the Selling Shareholder. The Selling Shareholder represents and warrants to each Underwriter as of the date hereof and as of the Closing Time, and agrees with each Underwriter, as follows:

                (i) Authorization of this Agreement. The Selling Shareholder has full corporate power to enter into this Agreement and to sell, assign, transfer and deliver to the Underwriters

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the Securities to be sold by the Selling Shareholder hereunder in accordance with the terms of this Agreement; the execution and delivery of this Agreement have been duly authorized by all necessary corporate action of the Selling Shareholder; and this Agreement has been duly executed and delivered by the Selling Shareholder.

          (ii) Valid Title. The Selling Shareholder is the lawful owner of the Securities to be sold by the Selling Shareholder hereunder and upon sale and delivery of, and payment for, such Securities, as provided herein, the Selling Shareholder will convey good and marketable title to such Securities, free and clear of any security interests, liens, encumbrances, equities, claims or other defects.

          (iii) Absence of Manipulation. The Selling Shareholder has not, directly or indirectly, (i) taken any action designed to cause or result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities or (ii) since the filing of the Registration Statement (A) sold, bid for, purchased, or paid anyone any compensation for soliciting purchases of, the Securities or (B) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company (except for the sale of Securities by the Selling Shareholder under this Agreement).

          (iv) Accurate Disclosure. The Selling Shareholder has provided certain information (the “Selling Shareholder Information”) set forth (A) in the Base Prospectus under the caption “Selling Shareholder” and (B) in the Statutory Prospectus and the Prospectus under the caption “Selling Shareholder” and in the second footnote to the table appearing under the caption “LLC Interest Ownership of Directors, Executive Officers and Principal Shareholders” to the Company for use in preparation of the Registration Statement, the Statutory Prospectus and the Prospectus. The Selling Shareholder has reviewed the Statutory Prospectus, the Prospectus (if in existence) and the Registration Statement, and the Selling Shareholder Information and the number of Securities being sold by the Selling Shareholder set forth therein is complete and accurate.

          (v) No Adverse Information. The sale of Securities by the Selling Shareholder to or through the several Underwriters pursuant to this Agreement is not prompted by any adverse information concerning the Company that is not set forth in the Registration Statement, the Statutory Prospectus and the Prospectus (if in existence).

          (vi) Noncontravention. The sale of Securities to or through this Agreement by the Selling Shareholder pursuant to this Agreement, the compliance by the Selling Shareholder with the other provisions of this Agreement and the consummation of the other transactions contemplated herein do not (i) require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained, or such as may be required under the 1933 Act or the 1933 Act Regulations and foreign or state securities or blue sky laws, or (ii) conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder or any of its properties are bound, or the charter documents or by laws of the Selling Shareholder or any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator applicable to the Selling Shareholder or any of its subsidiaries, if applicable.

          (vii) No Distribution of Offering Material. The Selling Shareholder has not distributed and prior to the completion of the distribution of the Securities will not distribute any offering

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material in connection with the offering and sale of the Securities other than the Registration Statement or any amendment thereto, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto.

     (viii) Delivery of Securities. Upon the Underwriters’ acquiring possession of the Securities to be sold by the Selling Shareholder and paying the purchase price therefor pursuant to this Agreement, the Underwriters (assuming that no such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the New York Uniform Commercial Code, to such Securities) will acquire their respective interests in such Securities (including, without limitation, all rights that the Selling Shareholder had or has the power to transfer in such Securities) free and clear of any adverse claim within the meaning of Section 8-102 of the New York Uniform Commercial Code.

     (c) Officer’s Certificates. Any certificate signed by any officer of the Company delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby; and any certificate signed by or on behalf of the Selling Shareholder as such and delivered to the Representatives or to counsel for the Underwriters pursuant to the terms of this Agreement shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby.

     SECTION 2. Sale and Delivery to Underwriters; Closing.

     (a) Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Shareholder agree to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company and the Selling Shareholder, at the price per share set forth in Schedule E, that proportion of the number of Initial Securities set forth in Schedule H opposite the name of the Company or the Selling Shareholder, as the case may be, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securities.

     (b) Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 945,000 LLC Interests at the price per share set forth in Schedule E, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery for the Option Securities (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option or sooner than three full business days unless it is the Closing Time, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject

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in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

     (c) Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Sidley Austin llp, 787 Seventh Avenue, New York, New York 10019, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 a.m. (Eastern Time) on the third (fourth, if the pricing occurs after 4:30 p.m. (Eastern Time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”).

     In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company.

     Payment shall be made to the Company and the Selling Shareholder by wire transfer of immediately available funds to a bank account designated by the Company and the Selling Shareholder, respectively, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Credit Suisse Securities (USA) LLC, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

     (d) Denominations; Registration. Certificates for the Initial Securities and the Option Securities, if any, shall be in such denominations and registered in such names as the Representatives may request in writing at least two full business days before the Closing Time or the relevant Date of Delivery, as the case may be. The certificates for the Initial Securities and the Option Securities, if any, will be made available for examination and packaging by the Representatives in The City of New York not later than 10:00 a.m. (Eastern Time) on the business day prior to the Closing Time or the relevant Date of Delivery, as the case may be.

     SECTION 3. Covenants of the Company and the Selling Shareholder.

     (a) The Company covenants with each Underwriter as follows:

     (i) Compliance with Securities Regulations and Commission Requests; Payment of Filing Fees. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B and will, during the period beginning on the date hereof and ending on the such date as the Prospectus is no longer required by the 1933 Act or the 1933 Act Regulations to be delivered in connection with sales of the Securities by an Underwriter or dealer, including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the 1933 Act Regulations (the “Prospectus Delivery Period”), notify the Representatives immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement or new registration statement relating to the Securities shall become effective, or any supplement to the Prospectus or

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any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or the filing of a new registration statement relating to the Securities or any amendment or supplement to the Prospectus or any document incorporated by reference therein or otherwise deemed to be a part thereof or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) (i) of the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations.

     (ii) Filing of Amendments. During the period from the date hereof to the Closing Time, the Company will give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities or any amendment, supplement or revision to either any preliminary prospectus (including any prospectus included in the Original Registration Statement or amendment thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Company will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object. The Company has given the Representatives notice of any filings made pursuant to the 1934 Act or 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company will give the Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object unless required by law.

     (iii) Delivery of Registration Statements. The Company has furnished or will deliver to the Representatives and counsel for the Underwriters, without charge, conformed copies of the Original Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein or otherwise deemed to be a part thereof) and conformed copies of all consents and certificates of experts included therein, and will also deliver to the Representatives, without charge, a conformed copy of the Original Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the Underwriters, unless, in each case, such document is available on the EDGAR website. The copies of the Original Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

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     (iv) Delivery of Prospectuses. The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will furnish to each Underwriter, without charge, during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

     (v) Continued Compliance with Securities Laws. The Company will comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement, the General Disclosure Package and in the Prospectus. If during the Prospectus Delivery Period, any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Underwriters, to amend the Registration Statement or to file a new registration statement or amend or supplement the Prospectus in order that the Prospectus will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of such counsel, at any such time to amend the Registration Statement or amend or supplement any Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectus comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Securities or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances, prevailing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. If at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event occurs as a result of which the General Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Company will (i) notify promptly the Representatives so that any use of the General Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the General Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to you in such quantities as the Representatives may reasonably request.

     (vi) Blue Sky Qualifications. The Company will use its reasonable efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may designate and to maintain such qualifications in effect for so long as required for the distribution of the Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to

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taxation in respect of doing business or to ongoing reporting obligations in any jurisdiction in which it is not otherwise so subject.

     (vii) Rule 158. The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the benefits contemplated by the last paragraph of Section 11(a) of the 1933 Act.

     (viii) Use of Proceeds. The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Prospectus under “Use of Proceeds.”

     (ix) Listing. The Company shall file a notification form for the listing of additional shares with the NYSE with respect to the Securities prior to the Closing Date.

     (x) Restriction on Sale of Securities. During a period of 60 days from the date of the Prospectus, excluding (A) Securities to be sold hereunder, (B) the Securities to be delivered to the Selling Shareholder pursuant to the Management Services Agreement and (C) the restricted stock units granted to directors pursuant to the Independent Director’s Equity Plan and LLC Interests issuable upon vesting thereof, the Company will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, lend or otherwise dispose of or transfer any LLC Interests or any securities convertible into or exercisable or exchangeable for LLC Interests of the Company, owned now or acquired later, or file any registration statement under the 1933 Act with respect to any of the forgoing (except a registration statement filed in accordance with the Registration Rights Agreement or a registration statement on Form S-8) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the LLC Interests, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of LLC Interests of the Company or such other securities, in cash or otherwise.

     (xi) Reporting Requirements. The Company, during the Prospectus Delivery Period, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the rules and regulations of the Commission thereunder.

     (xii) Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission or retained by the Company under Rule 433. Any such free writing prospectus consented to by the Representatives or by the Company and the Representatives, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

     (b) The Selling Shareholder covenants with each Underwriter as follows:

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     (i) Issuer Free Writing Prospectuses. The Selling Shareholder represents and agrees that, unless it obtains the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, whether or not required to be filed with the Commission. Any such free writing prospectus consented to by the Representatives is also referred to as a “Permitted Free Writing Prospectus.” The Selling Shareholder represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

     (ii) Restriction on Sale of Securities. During a period of 90 days from the date of the Prospectus, excluding (A) Securities to be sold hereunder and (B) transfers to affiliates of the Selling Shareholder of LLC Interests acquired upon its reinvestment of fees payable under the Management Services Agreement, the Selling Shareholder will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, lend or otherwise dispose of or transfer any LLC Interests or any securities convertible into or exercisable or exchangeable for LLC Interests of the Company, owned now or acquired later, or demand or request that the Company file any registration statement under the 1933 Act with respect to any of the forgoing (except a registration statement filed in accordance with the Registration Rights Agreement) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the LLC Interests, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of LLC Interests of the Company or such other securities, in cash or otherwise.

     SECTION 4. Payment of Expenses.

     (a) Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement and all Registration Expenses (as defined in the Registration Rights Agreement) of the Selling Shareholder, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of this Agreement, any Agreement among Underwriters and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to the Underwriters and the transfer of the Securities between the Underwriters, (iv) the fees and disbursements of counsel, accountants and other advisors of the Company, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus, and Permitted Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto and any costs associated with the electronic delivery of any of the foregoing by the Underwriters to investors, (vii) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky Survey and any supplement thereto, (viii) the fees and expenses of any transfer agent or registrar for the Securities, (ix) the costs and expenses of the Trust and the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Securities, including without limitation, expenses associated with the production of road

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show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Trust and the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show, (x) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by the NASD of the terms of the sale of the Securities, (xi) the fees and expenses incurred in connection with the listing of the Securities on the New York Stock Exchange and (xii) the fees and expenses of the Independent Underwriter.

     (b) Expenses of the Selling Shareholder. The Selling Shareholder will pay all expenses incident to the performance of its obligations under, and the consummation of the transactions contemplated by, this Agreement, including any stamp duties, capital duties and stock transfer taxes, if any, payable upon the sale of the Securities to the Underwriters, and their transfer between the Underwriters pursuant to an agreement between such Underwriters.

     (c) Termination of Agreement. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

     (d) Allocation of Expenses. The provisions of this Section shall not affect any agreement that the Company and the Selling Shareholder may make for the sharing of such costs and expenses.

     SECTION 5. Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholder contained in Section 1 hereof or in certificates of any officer of the Company and its Subsidiaries or any officer of the Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and each of its Subsidiaries of its covenants and other obligations hereunder, and to the following further conditions:

     (a) Effectiveness of Registration Statement. The Registration Statement has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A prospectus containing the Rule 430B Information shall have been filed with the Commission in the manner and within the time frame required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and declared effective in accordance with the requirements of Rule 430B). The Company shall have paid the required Commission filing fees relating to the Securities within the time period required by Rule 456(1)(i) of the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations.

     (b) Opinion of Counsel for the Company and the Selling Shareholder. At Closing Time, the Representatives shall have received the favorable opinions, dated as of the Closing Time, of Shearman & Sterling LLP, counsel for the Company and the Selling Shareholder, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters. In giving such opinions such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Representatives. Such counsel may also state that, insofar as such opinions involve

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factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

     (c) Opinion of Delaware Counsel for the Company. At Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Potter Anderson & Corroon LLP, Delaware counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

     (d) Opinion of Counsel for Underwriters. At Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Sidley Austin llp, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters in form and substance satisfactory to the Representatives. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States and the General Corporation Law and the Limited Liability Company Act of the State of Delaware, upon the opinions of counsel satisfactory to the Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials.

     (e) Officers’ Certificate of Company. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries (including, but not limited to, the Subsidiaries) considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) the Company have complied with all agreements and satisfied all conditions on their part to be performed or satisfied at or prior to Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission.

     (f) Officer’s Certificate of Selling Shareholder. At Closing Time, the Representatives shall have received a certificate of an officer of the Selling Shareholder, dated as of Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) the Selling Shareholder has complied in all respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.

     (g) Accountant’s Comfort Letters. At the time of the execution of this Agreement, the Representatives shall have received a letter from each applicable auditor listed below, dated such date, in form and substance reasonably satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus relating to the respective entity named below.

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     (i) KPMG LLP, with respect to the Company, The Gas Company, and International Matex Tank Terminals.

     (ii) Deloitte & Touche LLP, with respect to The Gas Company.

     (iii) Ernst & Young LLP, with respect to International Matex Tank Terminals.

     (iv) McGladrey & Pullen, LLP, with respect to SJJC Aviation Services, LLC.

     (h) Bring-down Comfort Letter. At Closing Time, the Representative shall have received from each auditor listed in Section 5(g) a letter, dated as of Closing Time, to the effect that such auditor reaffirms the statements made in the letter furnished pursuant to subsection (g) of this Section, except that the specified date referred to shall be a date not more than three business days prior to Closing Time.

     (i) Listing. The Company will use its best efforts to effect the listing of the Securities on the New York Stock Exchange.

     (j) No Objection. The NASD has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements.

     (k) Lock-up Agreements. At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit A hereto signed by the persons listed on Schedule F hereto.

     (l) Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any subsidiary (including, but not limited to, the Subsidiaries) of the Company hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:

     (i) Officer’s Certificate of the Company. A certificate, dated such Date of Delivery, of the President of any Vice President of the Company and of the chief financial officer or the chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery.

     (ii) Opinion of Counsel for the Company. The favorable opinion of Shearman & Sterling LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

     (iii) Opinion of Delaware Counsel for the Company. The favorable opinion of Potter Anderson & Corroon LLP, Delaware counsel to the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

     (iv) Opinion of Counsel for Underwriters. The favorable opinion of Sidley Austin llp, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities

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to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(d) hereof.

     (v) Bring-down Comfort Letters. A letter from each of the auditors listed in Section 5(f), in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letters furnished to the Representatives pursuant to Section 5(g) hereof, except that the “specified date” in the letters furnished pursuant to this paragraph shall be a date not more than five days prior to such Date of Delivery.

     (m) Additional Documents. At Closing Time and at each Date of Delivery, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company and the Selling Shareholder in connection with the issuance and sale of the Securities as herein contemplated shall be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters.

     (n) Termination of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement, or, in the case of any condition to the purchase of Option Securities on a Date of Delivery which is after the Closing Time, the obligations of the several Underwriters to purchase the relevant Option Securities, may be terminated by the Representatives by notice to the Company and the Selling Shareholder at any time at or prior to Closing Time or such Date of Delivery, as the case may be, and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 6, 7 and 8 shall survive any such termination and remain in full force and effect.

     SECTION 6. Indemnification.

     (a) Indemnification of Underwriters and Selling Shareholder by the Company. (1) The Company agrees to indemnify and hold harmless the Selling Shareholder and each Underwriter, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act:

     (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

     (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged

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untrue statement or omission, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;

     (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission with respect to the Selling Shareholder Information or made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information or any preliminary prospectus, any Permitted Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto).

     (b) Indemnification of the Company and the Underwriters by the Selling Shareholder. The Selling Shareholder agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (a)(i), (ii) and (iii) above, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, with respect to and in conformity with the Selling Shareholder Information, included in the Rule 430B Information or any preliminary prospectus, any Permitted Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto).

     (c) Indemnification of the Company, Directors and Officers and Selling Shareholder. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the Selling Shareholder and each person, if any, who controls the Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a)(1) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions with respect to the Selling Shareholder Information, including the Rule 430B Information, or made in any preliminary prospectus, any Permitted Free Writing Prospectus, the General Disclosure Package in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein.

     (d) Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a)(1) above, counsel to the indemnified parties shall be selected by the Representatives, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of

23

any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

     (e) Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(1)(ii) or settlement of any claim in connection with any violation referred to in Section 6(e) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

     (f) Limitations to Liability of Selling Shareholder. The liability of the Selling Shareholder under this Section 6 shall not exceed the amount equal to the net proceeds received by the Selling Shareholder from the sale of the Securities by the Selling Shareholder pursuant to this Agreement.

     SECTION 7. Contribution. If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, the Selling Shareholder and the Underwriters from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, the Selling Shareholder and the Underwriters in connection with the statements or omissions, which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

     The relative benefits received by the Company, the Selling Shareholder and the Underwriters in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company and the Selling Shareholder, as the case may be, and the total underwriting discount received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Securities as set forth on the cover of the Prospectus.

     The relative fault of the Company, the Selling Shareholder and the Underwriters shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a

24

material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, the Selling Shareholder or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission or any violation of the nature referred to in Section 6(e) hereof.

     The Company, the Selling Shareholder and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

     Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission.

     Notwithstanding the provisions of this Section 7, the Selling Shareholder shall not be required to contribute any amount in excess of the amount of net proceeds received by the Selling Shareholder from the sale of the Securities by the Selling Shareholder pursuant to this Agreement.

     No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

     For purposes of this Section 7, each person, if any, who controls a Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company or the Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company or the Selling Shareholder, as the case may be. The Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in proportion to the number of Initial Securities set forth opposite their respective names in Schedule A hereto and not joint.

     SECTION 8. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or in certificates of the officers of the Company or the Selling Shareholder submitted pursuant hereto, shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors, or any person controlling the Company or any person controlling the Selling Shareholder and (ii) delivery of and payment for the Securities.

     SECTION 9. Termination of Agreement.

     (a) Termination; General. The Representatives may terminate this Agreement, by notice to the Company and the Selling Shareholder, at any time at or prior to Closing Time (i) if there has been,

25

since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (v) if a banking moratorium has been declared by either federal or New York authorities.

     (b) Liabilities. If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided, further, that Sections 1, 6, 7 and 8 shall survive such termination and remain in full force and effect.

     SECTION 10. Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at Closing Time or a Date of Delivery to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:

     (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or

     (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase and of the Company to sell the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter.

     No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default.

     In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representatives or the Company and the Selling Shareholder shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding

26

seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

     SECTION 11. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to the Representatives at Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, 4 World Financial Center, New York, New York 10080, Attention: Brian Lessig; Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York, 10013, Attention: General Counsel; Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10010, Attention: General Counsel; and Macquarie Securities (USA) Inc., 125 West 55^th Street, New York, New York 10019, Attention: Rose Barry. Notices to the Company shall be directed to it at 125 West 55^th Street, New York, New York 10019, Attention: Peter Stokes; and notices to the Selling Shareholder shall be directed to Macquarie Infrastructure Management (USA) Inc. at 125 West 55^th Street, New York, New York 10019, Attention: Peter Stokes.

     SECTION 12. No Advisory or Fiduciary Relationship. Each of the Company and the Selling Shareholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Shareholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling Shareholder, or its respective members or stockholders, as the case may be, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Shareholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or the Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company the Selling Shareholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Selling Shareholder has consulted legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

     SECTION 13. Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company and the Selling Shareholder and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company and the Selling Shareholder and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company and the Selling Shareholder and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

     SECTION 14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

27

     SECTION 15. TIME. TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

     SECTION 16. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

     SECTION 17. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

28

     If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Shareholder a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters, the Company and the Selling Shareholder in accordance with its terms.

Very truly yours,
MACQUARIE INFRASTRUCTURE COMPANY LLC
By	/s/ Peter Stokes
	Name: Peter Stokes
	Title: Chief Executive Officer
MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC.
By	/s/ Peter Stokes
	Name: Peter Stokes
	Title: President
By	/s/ Alan Stephen Peet
	Name: Alan Stephen Peet
	Title: Vice President

S-1

     The undersigned acknowledge that Investments in Macquarie Infrastructure Company LLC are not deposits with or other liabilities of Macquarie Bank Limited or of any Macquarie Group company and are subject to investment risk, including possible delays in repayment and loss of income and principal invested. Neither Macquarie Bank Limited nor any other member company of the Macquarie Group guarantees the performance of Macquarie Infrastructure Company LLC or the repayment of capital from Macquarie Infrastructure Company LLC.

CONFIRMED AND ACCEPTED,      as of the date first above written:
CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Lisa Fitzig Lisa Fitzig, Managing Director
CREDIT SUISSE SECURITIES (USA) LLC
By:	/s/ [ILLEGIBLE]
	Authorized Signatory
MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH           INCORPORATED
By:	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:	/s/ Brian Lessig
	Authorized Signatory
MACQUARIE SECURITIES (USA) INC.
By:	/s/ Luke Sullivan
	Luke Sullivan
	President, Co-CEO
By:	/s/ Margaret Shergalis
	Margaret Shergalis
	Senior Vice President
For themselves and as Representatives of the other Underwriters named in Schedule A hereto.

S-2

SCHEDULE A

Underwriters

	Number of
	Initial
Name of Underwriters	Securities
Citigroup Global Markets Inc.		1,386,000
Credit Suisse Securities (USA) LLC		1,386,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated		1,386,000
Macquarie Securities (USA) Inc.		1,197,000
A.G. Edwards & Sons, Inc.		315,000
Jefferies & Company, Inc.		315,000
Stifel, Nicolaus & Company, Incorporated		315,000
Total		6,300,000

Sch A-1

SCHEDULE B

Significant Subsidiaries

Macquarie Infrastructure Company Inc.

Macquarie District Energy Holdings LLC

Macquarie FBO Holdings LLC

Atlantic Aviation FBO, Inc.

Atlantic Aviation Corporation

Eagle Aviation Resources, Ltd.

Trajen Holdings, Inc.

Macquarie Americas Parking Corporation

Macquarie Gas Holdings LLC

The Gas Company LLC

Macquarie Terminal Holdings LLC

Sch B-1

SCHEDULE C

Financial Entities

		Auditor’s Standard of
		Independence with respect to
Financial Entity	Auditor	the related Financial Entity
Macquarie Infrastructure Company Trust	KPMG LLP	Registered public accounting firm under the 1933 Act and the Rules and Regulations (“RPAF”)
IMTT Holdings Inc. (formerly known as Loving Enterprises, Inc.)	KPMG LLP	RPAF
The Gas Company	KPMG LLP	RPAF
Loving Enterprises, Inc. (currently known as IMTT Holdings Inc.)	Ernst & Young LLP	RPAF
The Gas Company	Deloitte & Touche LLP	Generally Accepted Auditing Standards (GAAS)
SJJC Aviation Services, LLC	McGladrey & Pullen, LLP	RPAF

Sch C-1

SCHEDULE D

All Subsidiaries

Macquarie Infrastructure Company Inc.

Macquarie Yorkshire LLC

Communications Infrastructure LLC

South East Water LLC

Macquarie FBO Holdings LLC

MIC European Financing Sarl

Macquarie District Energy Holdings LLC

Macquarie Americas Parking Corporation

Atlantic Aviation FBO, Inc.

Eagle Aviation Resources, Ltd.

Macquarie Gas Holdings LLC

Macquarie Terminal Holdings LLC

Futura Natural Gas LLC

Macquarie District Energy Inc.

Macquarie Airports North America Inc.

Macquarie Aviation North America Inc.

Macquarie Aviation North America 2 Inc.

Trajen Holdings, Inc.

Parking Company of America Airports Holdings, LLC

PCAA Parent, LLC

RCL Properties, LLC

PCAA Properties, LLC

PCAA Oakland, LLC (fka PCAA Chicago Holdings, LLC)

Parking Company of America Airports, LLC

PCAA GP, LLC

PCAA LP, LLC

PCA Airports, Ltd.

Parking Company of America Airports Phoenix, LLC

PCAA Chicago, LLC

Airport Parking Management Inc.

PCAA Missouri, LLC

PCAA SP, LLC

PCAA SP-OK, LLC

Seacoast Holdings (PCAAH), Inc.

Macquarie HGC Investment LLC

HGC Investment Corporation

HGC Holdings LLC

The Gas Company LLC

Thermal Chicago Corporation

MDE Thermal Technologies Inc.

Northwind Chicago LLC

ETT National Power, Inc.

Northwind Midway LLC

ETT Nevada, Inc.

Northwind Aladdin LLC

ILG Avcenter, Inc.

Sch D-1

BTV Avcenter, Inc.

Atlantic Aviation Holding Corporation

Atlantic Aviation Corporation

Atlantic Aviation Flight Support, Inc.

Bridgeport Airport Services, Inc

Atlantic Aviation Philadelphia, Inc.

COAI Holdings, LLC

Charter Oak Aviation, Inc.

BASI Holdings, LLC

Brainard Airport Services, Inc

AAC Subsidiary, LLC

Executive Air Support, Inc

Flightways of Long Island Inc. d/b/a Million Air

FLI Subsidiary, LLC

General Aviation, LLC

General Aviation of New Orleans, LLC

General Aviation Holdings LLC

Newport FBO Two, LLC

Palm Springs FBO Two, LLC

Trajen Funding, Inc.

Trajen Limited, LLC

Trajen FBO, LLC

Trajen Flight Support, LP

Waukesha Flying Services, Inc.

Sierra Aviation, Inc.

Atlantic SMO Holdings LLC

Atlantic SMO GP LLC

ProAir Aviation Maintenance, LLC (merger of CPR Maintenance LLC and DVT Maintenance LLC)

Supermarine of Stewart LLC

Aviation Contract Services, Inc.

Supermarine Investors, Inc.

Supermarine of Santa Monica, LP

Sch D-2

SCHEDULE E

Macquarie Infrastructure Company LLC

6,300,000 Limited Liability Company Interests

     1. The public offering price per LLC Interest for the Securities, determined as provided in said Section 2, shall be $40.99.

     2. The purchase price per LLC Interest for the Securities to be paid by the several Underwriters shall be $39.2479, being an amount equal to the public offering price set forth above less $1.7421 per LLC Interest; provided that the purchase price per LLC Interest for any Option Securities purchased upon the exercise of the overallotment option described in Section 2(b) shall be reduced by an amount per LLC Interest equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities.

     3. The number of Initial Securities offered shall be 6,300,000 LLC Interests, and the number of Option Securities subject to the overallotment option described in Section 2(b) shall be 945,000 LLC Interests.

Sch E-1

SCHEDULE F

List of persons and entities subject to lock-up

Norman H. Brown, Jr.
George W. Carmany, III
Francis T. Joyce
John Roberts
Peter Stokes
William H. Webb
Shemara Wikramanayake

Sch F-1

SCHEDULE G

Issuer General Use Free Writing Prospectus

None.

Sch G-1

SCHEDULE H

	Number of Initial		Maximum Number of Option
	Securities to be Sold		Securities to Be Sold
MACQUARIE INFRASTRUCTURE COMPANY LLC		5,701,000		945,000
MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC.		599,000		0
Total		6,300,000		945,000

Sch H-1

Exhibit A

Form of Lock-up Agreement
[•], 2007

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
          Incorporated
4 World Financial Center
New York, New York 10080

Macquarie Securities (USA) Inc.
125 West 55^th Street
New York, New York 10019

as Representatives of the several Underwriters
named in the Purchase Agreement

     Re: Proposed Public Offering by Macquarie Infrastructure Company LLC

Ladies and Gentlemen:

The undersigned, a member and/or an officer and/or director of Macquarie Infrastructure Company LLC, a Delaware limited liability company (the “Company”), understands that Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Macquarie Securities (USA) Inc. (the “Representatives”) propose to enter into a Purchase Agreement (the “Purchase Agreement”) with the Company and Macquarie Infrastructure Management (USA) Inc. providing for the public offering of limited liability company interests in the Company (the “LLC Interests”). In recognition of the benefit that such an offering will confer upon the undersigned as a member and/or an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Purchase Agreement that, during a period of 90 days from the date of the Purchase Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or lend or otherwise dispose of or transfer any LLC Interests, or any securities convertible into or exchangeable or exercisable for LLC Interests, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing (collectively, the “Lock-Up Securities”) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of LLC Interests or other securities, in cash or otherwise.

Ex A-1

Very truly yours,

     Signature:

     Print Name:

Ex A-2

EX-99.C

Exhibit 99.C

AMENDED AND RESTATED
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 June 22, 2007

TABLE OF CONTENTS

	Page
ARTICLE I
DEFINITIONS
ARTICLE II
APPOINTMENT OF THE MANAGER
Section 2.1 Appointment		15
Section 2.2 Initial Investment		15
Section 2.3 Agreement to Bind Subsidiaries		15
Section 2.4 Term		15
ARTICLE III
SERVICES TO BE PERFORMED BY THE MANAGER
Section 3.1 Duties of the Manager		16
Section 3.2 Obligations of the Company and the Managed Subsidiaries		20
ARTICLE IV
POWERS OF THE MANAGER
Section 4.1 Powers of the Manager		22
Section 4.2 Delegation		22
Section 4.3 Manager’s Duties Exclusive		23
ARTICLE V
INSPECTION OF RECORDS
Section 5.1 Books and Records 23
ARTICLE VI
AUTHORITY OF THE COMPANY,
THE MANAGED SUBSIDIARIES AND THE MANAGER
ARTICLE VII
MANAGEMENT FEES
Section 7.1 Structuring Fee		23

i

	Page
Section 7.2 Base Management Fees		24
Section 7.3 Performance Fee.		24
Section 7.4 Registration Rights		25
Section 7.5 Ability to Issue LLC Interests		26
ARTICLE VIII
SECONDMENT OF PERSONNEL BY THE MANAGER
Section 8.1 Secondment of CEO and CFO		26
Section 8.2 Remuneration of CEO and CFO		26
Section 8.3 Secondment of Additional Personnel		26
Section 8.4 Removal of Seconded Individuals		27
Section 8.5 Indemnification		27
ARTICLE IX
EXPENSE REIMBURSEMENT
Section 9.1 Company Expenses		27
ARTICLE X
RESIGNATION AND REMOVAL OF THE MANAGER
Section 10.1 Resignation by the Manager		29
Section 10.2 Removal of the Manager		29
Section 10.3 Withdrawal of Branding		31
Section 10.4 Resignation of the Chairman and the Seconded Officers		31
Section 10.5 Directions		31
ARTICLE XI
INDEMNITY
Section 11.1 Indemnification of Manager		31
Section 11.2 Indemnification of Company		32
Section 11.3 Indemnification		33
ARTICLE XII
LIMITATION OF LIABILITY OF THE MANAGER
Section 12.1 Limitation of Liability		33
Section 12.2 Manager May Rely		33

ii

	Page
ARTICLE XIII
LEGAL ACTIONS
Section 13.1 Third Party Claims		34
ARTICLE XIV
MISCELLANEOUS
Section 14.1 Obligation of Good Faith; No Fiduciary Duties		34
Section 14.2 Compliance		34
Section 14.3 Effect of Termination		34
Section 14.4 Notices		34
Section 14.5 Captions		35
Section 14.6 Applicable Law		35
Section 14.7 Amendment		35
Section 14.8 Severability		35
Section 14.9 Entire Agreement		35
Schedule I – Priority Protocol

iii

          AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of June 22, 2007 and effective as of June 25, 2007, 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, the Managed Subsidiaries and the Manager are parties to a Management Services Agreement dated as of December 21, 2004 (the “Original Agreement“);

          WHEREAS, the Company, the Managed Subsidiaries and the Manager wish to amend and restate the Original Agreement to reflect the dissolution of the Trust (as defined below) and the exchange (the “Exchange”) of all issued and outstanding shares of Trust Stock (as defined below) for LLC Interests (as defined below) of the Company;

          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 Interests” means the aggregate number of LLC Interests issued in an Additional Offering (including any LLC Interests issued pursuant to the exercise of an over-allotment option).

          “Additional Offering” means for any Fiscal Quarter in which a Performance Fee is being calculated any offering of LLC Interests in which the total number of LLC Interests issued in such offering equals or exceeds 15% of the total number of LLC Interests issued and outstanding immediately prior to such offering; provided that “Additional Offering” shall not include:

     (i) any issuance of LLC Interests to the Manager pursuant to Article VII hereof;

     (ii) the issuance of any LLC Interests 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 LLC Interests or options or rights to purchase those LLC Interests 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; or

     (iv) the issuance of LLC interests to the Manager in exchange for an equal number of shares of Trust Stock previously held by the Manager pursuant to the Exchange.

          “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 LLC Accumulation Index” means, with respect to the relevant Additional Interests, the Additional Offering Macquarie Infrastructure Company LLC 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 LLC 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 LLC Accumulation Index to calculate the Additional Offering Macquarie Infrastructure Company LLC 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;

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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.

          “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 Interests; 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 Interests through and including the Fiscal Quarter End Date of such Fiscal Quarter.

          “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 Amended and Restated 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.

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

          “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.

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

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 LLC Interests, or for periods prior to the dissolution of the Trust, 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 Interests 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 Interests 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 Interests 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.

5

          “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 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.

          “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 LLC Interests by third parties in an amount that results in the LLC Interests ceasing to be listed on a recognized U.S. national securities exchange because the LLC Interests ceased to meet the distribution and trading criteria of such exchange or market.

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          “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 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” shall have the meaning set forth in the preamble to this agreement.

          “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.

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

          “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 LLC Accumulation Index” means the initial value designated at the time of the establishment of the relevant Additional Offering Macquarie Infrastructure Company LLC Accumulation Index,

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which shall be based on the offering price of the Additional Interests issued in the relevant Additional Offering.

          “Initial Level of the Macquarie Infrastructure Company LLC 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.

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

          “LLC Agreement” means the Third Amended and Restated Operating Agreement of Macquarie Infrastructure Company LLC dated as of June 22, 2007.

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

          “LLC Interest Certificate” means a certificate representing LLC Interests.

          “LLC Interest 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 LLC Interest Price Period shall begin on the third Trading Day following the Earnings Release Date.

          “Manager Affiliate” means any Affiliate of the Manager other than 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 Company or any Subsidiary of the Company.

           “Macquarie Infrastructure Company LLC Accumulation Index” means the Macquarie Infrastructure Company LLC Accumulation Index, or the Macquarie Infrastructure Company Trust Accumulation Index prior to the dissolution of the Trust, as calculated by Morgan Stanley Capital International Inc., in accordance with the methodology used to calculate the MSCI U.S. IMI/Utilities Index and the MSCI Europe Utilities Index 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 LLC Accumulation Index in a manner consistent with the methodology used to calculate the MSCI U.S. IMI/Utilities Index and the MSCI Europe Utilities Index.

          “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.

8

          “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 LLC Interests” means the product of (1) the average number of LLC Interests, or for periods prior to the dissolution of the Trust, shares of Trust Stock, issued and outstanding, other than those held in treasury, 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 LLC Interest, or for periods prior to the dissolution of the Trust, 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.

          “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 LLC Interests; 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

9

     (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.

          “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:

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          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 LLC Interests, or for periods prior to the dissolution of the Trust, shares of Trust Stock, other than those included in the calculation of R2;
	A1 = the average number of LLC Interests, or for periods prior to the dissolution of the Trust, shares of Trust Stock, issued and outstanding, other than those held in treasury, 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 Quarter) multiplied by the volume weighted average trading price per LLC Interest, or for periods prior to the dissolution of the Trust, 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 LLC Accumulation Index, or Macquarie Infrastructure Company Trust Accumulation Index prior to the dissolution of the Trust, 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

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C1 = the average of the daily closing Macquarie Infrastructure Company LLC Accumulation Index, or Macquarie Infrastructure Company Trust Accumulation Index prior to the dissolution of the Trust, 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 Interests issued during such Fiscal Quarter;
	A2 = the number of such Additional Interests times the per share offer price for those Additional Interests;
	B2 = the Initial Level of the Additional Offering Macquarie Infrastructure Company LLC Accumulation Index applicable to such Additional Interests; and
	C2 = the average of the daily closing Additional Offering Macquarie Infrastructure Company LLC Accumulation Index applicable to such Additional Interests 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 Interests through and including the Fiscal Quarter End Date of such Fiscal Quarter.

          “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).

          “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

12

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 LLC Interest 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 per LLC Interest stated in (i) above multiplied by the aggregate number of LLC Interests issued and outstanding, other than those held in treasury, 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 LLC Interest stated in (i) above multiplied by the aggregate number of LLC Interests issued and outstanding, other than those held in treasury, 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, or its ultimate parent company, and their respective subsidiaries and affiliates worldwide.

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

          “Trust” means Macquarie Infrastructure Company Trust, which prior to its dissolution, held one hundred percent (100%) of the ownership interest in the Company.

          “Trust Stock” means the shares of beneficial interest of the Trust.

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

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          “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 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;

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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.

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 acquired 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 (including the LLC Interests issued upon the Exchange, 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 any time. 70% of the Initial Investment had to be held for a period of not less than 12 months from the Commencement Date, which period has concluded. 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.

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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:”

     (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;

     (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 within the IB Funds Division (or any successor thereto) of the Macquarie Group (“IBF”), 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 IBF; (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

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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;

     (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;

     (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;

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     (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:

     (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

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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;

     (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 Members and Member 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;

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     (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 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

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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, (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 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 Company to maintain its dividend per LLC Interest 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.

          (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

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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.

          (b) In accordance with the terms of the LLC Agreement, for so long as the Manager or any Manager Affiliate holds LLC Interests with an aggregate value of no less than $5.0 million, at a price per LLC Interest equal to the per share price of the shares of Trust Stock sold in the initial public offering (as adjusted to reflect any subsequent equity 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

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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.

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

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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 LLC Interests.

     (i) If the Manager determines to invest all or any portion of its Base Management Fee with respect to a Fiscal Quarter in LLC Interests, the Manager shall be entitled to purchase, upon payment, that number of LLC Interests equal to such amount of the Base Management Fee divided by the volume weighted average trading price of an LLC Interest during the LLC Interest 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 LLC Interests, it shall notify the Company and the Compensation Committee at the time of the notification pursuant to Section 7.2(b) and the LLC Interests shall be issued to the Manager on the Business Day immediately following the last day of the relevant LLC Interest 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 LLC Interests.

          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

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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 LLC Interests.

     (i) If the Manager determines to invest all or any portion of its Performance Fee with respect to a Fiscal Quarter in LLC Interests, the Manager shall be entitled to purchase, upon payment, that number of LLC Interests equal to such amount of the Performance Fee divided by the volume weighted average trading price of an LLC Interest during the LLC Interest 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 LLC Interests, it shall notify the Company and the Compensation Committee at the time of the notification pursuant to Section 7.3(b) and the LLC Interests shall be issued to the Manager on the Business Day immediately following the last day of the relevant LLC Interest 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 LLC Interests.

          (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 entered into a registration rights agreement whereby the Company has undertaken to register with the Securities and Exchange Commission the offer and resale of any LLC Interests purchased by the Manager, including but not limited to LLC Interests purchased as the

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Initial Investment pursuant to Section 2.2 and LLC Interests purchased pursuant to this Article VII.

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

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.

          (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.

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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 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;

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     (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 LLC Interests, 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 LLC Interests, Members or shareholders, as the case may be, the implementation of any resolutions and communications with holders of LLC Interests 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;

     (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;

28

     (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 Company (as calculated by multiplying the price per LLC Interest stated in clause (i) of the definition of Termination Fee by the aggregate number of LLC Interests issued and outstanding, other than those held in treasury, 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 Company;

     (B) neither the Company nor any of its Subsidiaries shall incur any new indebtedness or engage in any transactions with the Members of the Company or Affiliates of Members of 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:

29

     (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))

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 the LLC Interests, excluding from such calculation any LLC Interests 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

30

     (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 IBF 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 to remove any reference to “Macquarie”, provided that, to the extent the Board of Directors of the Company deems it necessary or advisable, 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

31

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 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 hold it 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.

32

          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.

          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 an LLC Interest Certificate in respect of an LLC Interest 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.

33

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.

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:

125 West 55^th Street
New York, New York, 10019
Facsimile: (212) 231-1828
Attention: Peter Stokes

34

          If to the Manager:

Macquarie Infrastructure Management (USA) Inc.
125 West 55^th Street
New York, New York, 10019
Facsimile: (212) 231-1828
Attention: Peter Stokes

          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 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 COMPANY LLC		MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC.
By:	/s/ Peter Stokes	By:	/s/ Peter Stokes
	Name: Peter Stokes		Name: Peter Stokes
	Title: Chief Executive Officer		Title: President and Chief Executive Officer
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

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

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 IBF 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, any successor thereto or spin-off managed entity thereof or any one managed entity (a “MIG Transferee”) to which Macquarie Infrastructure Group has transferred a substantial interest in its U.S. Assets; provided that, in the case of such MIG Transferee, both Macquarie Infrastructure Group and such entity are co-investing in the proposed investment.
Airport Ownership:	The Company has second priority after Macquarie Airports (consisting of Macquarie Airports Group (MAG) and Macquarie Airports (MAp)), any successor thereto or spin-off managed entity thereof or any one managed entity (a “MAp Transferee”) to which Macquarie Airports has transferred a substantial interest in its U.S. Assets; provided that, in the case of such MAp Transferee, both Macquarie Airports and such entity are co-investing in the proposed investment.
Communications:	The Company has second priority after Macquarie Communications Infrastructure Group, any successor thereto or spin-off managed entity thereof or any one managed entity (a “MCG Transferee”) to which

Sch, I-1

Macquarie Communications Infrastructure Group has transferred a substantial interest in its U.S. Assets; provided that, in the case of such MCG Transferee, both Macquarie Communications Infrastructure Group and such entity are co-investing in the proposed investment.

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 IBF.

EX-99.D

                                                                    EXHIBIT 99.D

                                                                       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

                        ---------------------------------



            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.

                                        2


            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.

                                        3


            "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.

                                        4


            "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;

                                        5


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.

                                        6


            (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.

                                        7


            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

                                        8


      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

                                        9


      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

                                       10


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

                                       11


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

                                       12


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 (f) 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

                                       13


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

                                       14


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,

                                       15


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

                                       16


      (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

                                       17


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

                                       18


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.

                                       19


            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.

                                       20


            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



                                                                      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

                                    Sch-1-1


bound by the terms and conditions of this Notice and Questionnaire and the
Registration Rights Agreement.

            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.

                                    Sch-1-2



                                  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.

                                    Sch-1-3



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: ___________________________________________________________
            ____________________________________________________________________
            ____________________________________________________________________

                                       Sch-1-4


            Telephone: _________________________________________________________

            Fax: _______________________________________________________________

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

                                    Sch-1-5



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.

      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:

                                     Sch-1-6