8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 4, 2005

MACQUARIE INFRASTRUCTURE COMPANY TRUST

(Exact name of registrant as specified in its charter)

Delaware	011-32385	20-6196808
(State or other jurisdiction of incorporation)	Commission File Number	(IRS Employer Identification No.)

MACQUARIE INFRASTRUCTURE COMPANY LLC

(Exact name of registrant as specified in its charter)

Delaware	011-32384	43-2052503
(State or other jurisdiction of incorporation)	Commission File Number	(IRS Employer Identification No.)

125 West 55th Street
New York, New York	10019
(Address of Principal Executive Offices)	(Zip Code)

(Registrant’s Telephone Number, Including Area Code) (212) 231-1800

600 Fifth Avenue, 21st Floor,
New York, New York
(212) 548-6538

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR .425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.01 Completion of Acquisition or Disposition of Assets
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EX-23.1: CONSENT OF L.L. BRADFORD & COMPANY LLC
EX-99.1: AUDITED FINANCIAL STATEMENTS
EX-99.2: UNAUDITED FINANCIAL STATEMENTS
EX-99.3: UNAUDITED PRO FORM CONDENSED COMBINED STATEMENT

Item 2.01 Completion of Acquisition or Disposition of Assets

On August 16, 2005, Macquarie Infrastructure Company LLC (“MIC” or the “Company”) filed a current report on Form 8-K with respect to the completion on August 12, 2005 of its acquisition, through a wholly-owned subsidiary, of 100% of the membership interests in Eagle Aviation Resources, Ltd., a Nevada limited liability company doing business as Las Vegas Executive Air Terminal (“LVE”) from Mr. Gene H. Yamagata. This current report on Form 8-K/A (this “Report”) amends and restates the prior report in its entirety.

LVE is an established fixed based operation (“FBO”) operating out of McCarran International Airport in Las Vegas, Nevada under the terms of a 30 year lease granted in 1996. LVE is one of two FBOs at McCarran Airport.

The purchase of LVE was recorded using the purchase method of accounting. The $59.8 million purchase price (including a preliminary working capital adjustment of $244,000 and related transaction costs of $1.6 million) were funded with cash raised in the Company’s initial public offering. At June 30, 2005, LVE had assets of $20.2 million and liabilities of $9.0 million, $7.1 million of which consisted of outstanding debt that was repaid in connection with the acquisition. The Company expects the transaction to be immediately yield accretive.

The LVE results will be included in the results of operations of the Company’s airport services segment from August 13, 2005. Other than capital required for continued operation of the business, the Company expects that substantially all of LVE’s cash flow from operations will be available for distribution to shareholders.

Macquarie Securities (USA) Inc. acted as an advisor to the Company in the transactions for which it received fees and expense payments totaling approximately $1.0 million.

Forward-looking Statements

This report contains forward-looking statements. The Company may, in some cases, use words such as “project”, “believe”, “anticipate”, “plan”, “expect”, “estimate”, “intend”, “should”, “would”, “could”, “potentially”, or “may” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Forward-looking statements in this report are subject to a number of risks and uncertainties, some of which are beyond the Company’s control including, among other things: its ability to successfully integrate and manage acquired businesses, make and finance future acquisitions, service, comply with the terms of and refinance debt, and implement its strategy, decisions made by persons who control its investments including the distribution of dividends, its regulatory environment, changes in air travel, automobile usage, fuel and gas prices, foreign exchange fluctuations, environmental risks and changes in U.S. federal tax law.

Actual results, performance, prospects or opportunities could differ materially from those expressed in or implied by the forward-looking statements. Additional risks of which the Company is not currently aware could also cause actual results to differ. In light of these risks, uncertainties and assumptions, investors should not place undue reliance on any forward-looking statements. The forward-looking events discussed in this report may not occur. These forward-looking statements are made as of the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Use of Non-GAAP pro forma financial information

We report our financial results in accordance with generally accepted accounting principles. However, we also present EBITDA, a non-GAAP financial measure. We have included a pro forma EBITDA to the accompanying pro forma condensed combined statement of operations for the year ended December 31, 2004 and for the six months ended June 30, 2005.

EBITDA is used as a supplemental financial measure by management and by external users of our financial statements to assess the financial performance of our assets and our ability to generate cash sufficient to pay interest on our indebtedness and make distributions to our shareholders. EBITDA should not be considered an alternative to net income, operating income, cash flow from operating activities or any other measure of financial performance or liquidity under GAAP. EBITDA as presented herein may not be comparable to similarly titled measures of other companies.

2

Item 9.01 Financial Statements and Exhibits

a) Financial statements of business acquired.

The audited financial statements of LVE for the year ended December 31, 2004 are attached as Exhibit 99.1 to this Report and are incorporated into this Item 9.01(a) by reference. In addition, the unaudited financial statements of LVE for the six months ended June 30, 2005 are attached as Exhibit 99.2 to this Report and are incorporated into this Item 9.01(a) by reference.

b) Pro forma financial information.

The unaudited pro forma condensed combined financial statements of the Company for the year ended December 31, 2004 and as of and for the six months ended June 30, 2005 are attached as Exhibit 99.3 to this Report and are incorporated into this Item 9.01(b) by reference.

The pro forma condensed combined financial statements should be read in conjunction with the separate financial statements and related notes thereto of the Company, as filed with the Securities and Exchange Commission (“SEC”) in its Form 10-K filed March 22, 2005 and its Form 10-Q filed August 10, 2005, and in conjunction with the separate financial statements of LVE and related notes thereto included as Exhibit 99.1 and Exhibit 99.2 to this Report.

The unaudited pro forma condensed financial statements should not be considered indicative of actual results that would have been achieved had the acquisitions and the other transactions and events described been completed as of the dates or as of the beginning of the period indicated and do not purport to project the financial condition or results of operations and cash flows of the Company for any future date or period.

The pro forma adjustments are based on preliminary estimates, available information and certain assumptions, and may be revised as additional information becomes available. The pro forma adjustments are more fully described in the notes to the unaudited pro forma condensed financial statements.

c) Exhibits:

23.1	Consent of L.L. Bradford & Company, LLC
99.1	Audited financial statements of Eagle Aviation Resources, Ltd. as of and for the year ended December 31, 2004.
99.2	Unaudited financial statements of Eagle Aviation Resources, Ltd. as of and for the six months ended June 30, 2005.
99.3	Unaudited pro forma condensed combined statement of operations for the year ended December 31, 2004 and unaudited pro forma condensed combined financial statements as of and for the six months ended June 30, 2005.

3

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		MACQUARIE INFRASTRUCTURE COMPANY TRUST
		By: MACQUARIE INFRASTRUCTURE COMPANY LLC, as Sponsor
Dated:	October 4, 2005	By:	/s/ Peter Stokes
		Name:	Peter Stokes
		Title:	Chief Executive Officer
		MACQUARIE INFRASTRUCTURE COMPANY LLC
Dated:	October 4, 2005	By:	/s/ Peter Stokes
		Name:	Peter Stokes
		Title:	Chief Executive Officer

4

EX-23.1

Exhibit 23.1

Consent of Independent Certified Public Accountants

The Board of Directors
Eagle Aviation Resources, Ltd.:

We consent to the use of our report dated February 11, 2005, with respect to the audited balance sheet of Eagle Aviation Resources, Ltd. as of December 31, 2004 and the related audited statement of operations, members’ equity and cash flows for the year ended December 31, 2004, included in this Current Report on Form 8-K/A of Macquarie Infrastructure Company Trust and Macquarie Infrastructure Company LLC, (collectively the “Registrants”) and incorporated by reference in the Registrants’ Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 25, 2005.

/s/ L.L. Bradford & Company, LLC

Las Vegas, Nevada
September 26, 2005

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EX-99.1

Exhibit 99.1

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors
Eagle Aviation Resources, Ltd.
Las Vegas, Nevada

We have audited the accompanying balance sheet of Eagle Aviation Resources, Ltd. as of December 31, 2004, and the related statement of income, member’s equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Eagle Aviation Resources, Ltd. as of December 31, 2004, and the results of its activities and cash flows for the year then ended.

/s/ L.L. Bradford & Company, LLC

L.L. Bradford & Company, LLC
February 11, 2005
Las Vegas, Nevada

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AUDITED FINANCIAL STATEMENTS

EAGLE AVIATION RESOURCES, LTD
(A LIMITED LIABILITY COMPANY)
BALANCE SHEET
As of December 31, 2004

ASSETS
Current Assets:
Cash	$	143,210
Accounts receivable, less allowance for doubtful accounts of $15,000		1,134,238
Inventory		75,953
Prepaid expenses		170,892
Due from affiliate		801
Total Current Assets		1,525,094
Property and equipment, net		17,492,208
Intangible assets, net		942,204
Other assets, net		37,550
Total Assets	$	19,997,056
LIABILITIES AND MEMBERS’ EQUITY
Current Liabilities:
Notes payable – current portion	$	924,661
Revolving line-of-credit		71,935
Accounts payable		607,988
Accrued expense		208,231
Customer deposits		137,290
Total Current Liabilities		1,950,105
Notes payable – long-term portion		6,656,149
Total Liabilities		8,606,254
Commitments and contingencies		—
Members’ equity		11,390,802
Total Liabilities and Members’ equity	$	19,997,056

See accompanying notes to financial statements.

7

EAGLE AVIATION RESOURCES, LTD
(A LIMITED LIABILITY COMPANY)
STATEMENT OF OPERATIONS
For the year ended December 31, 2004

Revenue:
Fuel revenue	$	25,817,840
Service revenue		3,911,699
Total revenue		29,729,539
Cost of revenue:
Cost of revenue – fuel		16,230,232
Cost of revenue – service		4,852,028
Total cost of revenue		21,082,260
Gross profit		8,647,279
Operating expenses:
General and administrative		3,412,710
Depreciation		960,904
Amortization		56,150
Total operating expenses		4,429,764
Income from operations		4,217,515
Other income (expense):
Interest income		5,389
Interest expense		(583,719	)
Total other income (expense)		(578,330	)
Net income	$	3,639,185

See accompanying notes to financial statements.

8

EAGLE AVIATION RESOURCES, LTD
(A LIMITED LIABILITY COMPANY)
STATEMENT OF MEMBERS’ EQUITY
For the year ended December 31, 2004

Balance at January 1, 2004	$	15,224,661
Net income		3,639,185
Distributions		(7,473,044	)
Balance at December 31, 2004	$	11,390,802

See accompanying notes to financial statements.

9

EAGLE AVIATION RESOURCES, LTD
(A LIMITED LIABILITY COMPANY)
STATEMENT OF CASH FLOWS
For the year ended December 31, 2004

Cash flows from operating activities:
Net income	$	3,639,185
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,017,054
Changes in:
Accounts receivable		(242,183	)
Inventories		(28,748	)
Prepaid expenses		(99,533	)
Due to affiliates		(329,740	)
Accounts payable		(91,304	)
Accrued expenses		58,168
Customer deposits		51,737
Net cash provided by operating activities		3,974,636
Cash flows from investing activities:
Purchase of property, plant and equipment		(296,409	)
Net change in refundable deposits		(10,000	)
Net cash used in investing activities		(306,409	)
Cash flows from financing activities:
Proceeds from revolving line-of-credit		71,935
Principal payments on notes payable		(867,080	)
Distributions to member		(3,197,050	)
Net cash used in financing activities		(3,992,195	)
Net change in cash		(323,968	)
Cash balance at January 1, 2004		467,178
Cash balance at December 31, 2004	$	143,210
Supplemental disclosure of cash flow information:
Cash paid for interest	$	623,661
Supplemental disclosure of non-cash investing and financing activities:
Due to member related to forgiveness of due from affiliate	$	4,275,994

See accompanying notes to financial statements.

10

EAGLE AVIATION RESOURCES, LTD
(A LIMITED LIABILITY COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2004

NOTE 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of business – Eagle Aviation Resources, Ltd., a limited liability company (hereafter referred to as the “Company”), dba Las Vegas Executive Air Terminal, operates a fixed based operation (“FBO”) that provides aircraft fueling and aircraft hangar rentals in Las Vegas.

Use of estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Concentration of credit risk – Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company maintains a significant portion of its cash and cash equivalents with one financial institution. At times these balances exceed the FDIC insured limit.

As of December 31, 2004, the Company had 33% of its accounts receivable with one customer. For the year ended December 31, 2004, no individual customer generated more than 10 percent of total revenue. The Company performs periodic credit evaluations of its customers but generally does not require collateral.

Receivables and credit policies – Accounts receivable are uncollateralized customer obligations due under normal trade terms requiring payment within 30 days from the invoice date. Accounts receivable are stated at the amount billed to the customer. Interest is not billed or accrued. Accounts receivable in excess of 90 days old are considered delinquent. Payments of accounts receivable are allocated to the specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the oldest unpaid invoices.

The carrying amount of accounts receivable is reduced by a valuation allowance that reflects the Company’s best estimate of the amounts that may not be collected. This estimate is based on reviews of all balances in excess of 90 days from the invoice date and based on an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. The Company reviews its valuation allowance on a quarterly basis.

Revenue recognition – Revenue on fuel sales is recognized when the fuel has been delivered to the customer, collection of the resulting receivable is probable, persuasive evidence of an arrangement exists, and the fee is fixed or determinable. Fuel sales are recorded net of volume discounts and rebates. The Company also receives a fueling fee for fueling certain carriers with fuel owned by such carriers. In accordance with Emerging Issues Task Force Issue 99-19, “Reporting Revenue Gross as a Principal versus Net as an Agent”, revenue from these transactions are recorded based on the service fee earned and does not included the cost of the carriers fuel. Other revenue consists principally of landing and fuel distribution fees as well as rental income from hangar and terminal use.

Inventory – Inventory is stated at the lower of cost (determined using the first-in, first-out method) or market. Inventories consist primarily of fuel, materials and supplies and are stated at the lower of cost (first-in, first out method) or market.

Property and equipment– Fixed assets are stated at cost less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which are generally 5 to 29.5 years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of depreciable assets, costs and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income.

The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability.

Intangible assets – The Company acquired intangible assets in connection with the purchase of the leasehold interest in the FBO. The Company accounts for intangible assets in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets, which allows for continued amortization of separable intangible assets deemed not to have an indefinite life. Therefore, the costs continue to be amortized on the straight-line method over 29.5 years.

11

Accounting for the impairment of long-lived assets – The Company accounts for impairment of long-lived assets in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. SFAS No. 144 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. The Company evaluates at each balance sheet date whenever events and circumstances have occurred that indicate possible impairment. In accordance with SFAS No. 144, the Company uses an estimate of the future undiscounted net cash flows of the related asset or asset grouping over the remaining life in evaluating whether the assets are recoverable.

Fair value of financial instruments – The carrying amounts of the Company’s financial instruments, which include cash, accounts receivable, accounts payable, accrued expenses and notes payable approximate their fair values due to the short maturity of these items.

Income taxes – The Company, with the consent of its sole member, has elected under the Internal Revenue Code to be a limited liability company. Thus, the members of a limited liability company are taxed on their proportionate share of the Company’s taxable income. Therefore, no provision or liability for federal income taxes has been included in these financial statements.

Segment information – In June 1997, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 131, “Disclosures About Segments of an Enterprise and Related Information,” which establishes standards for the way that a public enterprise reports information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports issued to shareholders. It also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company operates in a single segment. The chief operating decision maker allocates resources and assesses the performance associated with fuel sales, and other sales on a single segment basis.

Recent accounting standards – In December 2003, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 46, “Consolidation of Variable Interest Entities (revised December 2003)” (“FIN 46R”), clarifying FIN 46 and exempting certain entities from the provisions of FIN 46R. Generally, application of FIN 46R is required in financial statements of entities that have interest in structures commonly referred to as special-purpose entities for periods ending after December 15, 2003, and, for other types of variable interest entities for periods ending after March 15, 2004. FIN 46R addresses consolidation by business enterprises of variable interest entities that either: (1) do not have sufficient equity investment at risk to permit the entity to finance its activities without additional subordinated financial support, or (2) the company will hold a significant variable interest in, or have significant involvement with, an existing variable interest entity. The Company adopted the provisions of FIN 46R related to other types of variable interest entities during 2004 and these provisions did not have a material impact on the Company’s financial statements.

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”(“SFAS 150”). SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. An issuer is required to classify a financial instrument that is within the scope of this statement as a liability (or an asset in some circumstances). SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company adopted the standard on July 1, 2003, and its adoption did not have a material impact on its financial position of results of operations.

In November 2004, the FASB issued SFAS No. 151, “Inventory Costs — An Amendment of ARB No. 43, Chapter 4”, (“SFAS 151”). SFAS 151 amends the guidance in ARB No. 43, Chapter 4 to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). The provisions of SFAS 151 are effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The adoption of SFAS 151 is not expected to have a material effect on the Company’s financial condition or results of operations.

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets — an amendment of APB Opinion No. 29” (“SFAS 153”). SFAS 153 amends APB Opinion 29 to eliminate the similar productive asset exception and establishes that exchanges of productive assets should be accounted for at fair value, rather than at carryover basis unless (1) neither the asset received nor the asset surrendered has a fair value that is determinable within reasonable limits, (2) the transaction is an exchange transaction to facilitate sales to customers, or (3) the transaction lacks commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of SFAS 153 are effective for nonmonetary exchanges occurring in fiscal periods beginning after June 15, 2005. The adoption of SFAS 153 is not expected to have a material effect on our financial condition or results of operations.

NOTE 2 – ADVERTISING COSTS

Advertising costs are expensed as incurred. During 2004, advertising expense was approximately $77,383.

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NOTE 3 – PROPERTY AND EQUIPMENT, NET

     Property and equipment consist of the following at December 31, 2004:

Building and Improvements	$	21,297,075
Computer and Office Equipment		546,097
Furniture and Fixtures		396,295
Land and Leasehold Improvements		394,330
Transportation Equipment		84,888
		22,718,685
Less: Accumulated Depreciation		(5,226,477	)
Property and Equipment – Net	$	17,492,208

Buildings with a December 31, 2004 carrying value of approximately $16,900,000 are located on land leased under an agreement that gives the lessor the right to cancel the lease upon the occurrence of the Company’s filing a voluntary petition of bankruptcy or failure to pay amounts due under the agreement. Management makes an annual assessment of the likelihood of the occurrence of those events in determining whether an impairment of the carrying value of those buildings has occurred. At December 31, 2004, management has determined there is no impairment of the leasehold interest and buildings. If the Company were to be in default, the Company would have 30 days to cure the default once notice was received from the lessor. If the default is not cured within the allotted time frame, the Company may have to transfer the title for all permanent improvements to the lessor. Note 8 provides information about the lease agreement.

NOTE 4 – INTANGIBLE ASSETS, NET

Intangible assets consist of the following at December 31, 2004:

Purchased leasehold interest	$	1,530,000
Less: Accumulated amortization		(587,796	)
Intangible Assets, Net	$	942,204

NOTE 5 — RELATED PARTY BALANCES AND TRANSACTIONS

Due from affiliate – The Company sold aviation fuel to Scenic Airlines, Inc. (referred to as “Scenic”), a third party related through common ownership during 2004. Total sales, included in revenues, were approximately $22,000 for the year ended December 31, 2004. Amounts due from Scenic for fuel purchases and rents totaled approximately $800 at December 31, 2004.

NOTE 6 – NOTES PAYABLE

Notes payable consists of the following at December 31, 2004:

Note Payable – interest at 9.35 percent, due in monthly installments of principal and interest at $32,558; matures July 2014, collateralized by trust deed and leasing assignments (A)	$	2,453,562
Note Payable – interest at 6.08 percent, due in monthly installments of principal and interest at $87,936; matures October 2010, collateralized by trust deed and leasing assignments		5,127,248
		7,580,810
Less: Current Maturities		(924,661	)
Notes Payable, Net of Current Portion	$	6,656,149

(A) The Company has recorded 48% of the note payable on the balance sheet with the remaining 52% being recorded on the balance sheet of Scenic. The Company is required to maintain certain debt service coverage and debt-to-equity ratios. At December 31, 2004, the Company was individually in compliance with such ratios. All debt owed to an affiliate is subordinate to this note. The covenants required pursuant to this loan agreement are measured on a combined basis with affiliated entities, Scenic and Canyon Leasing, Inc. Though Scenic was not in compliance with such ratios, on May 15, 2003, the bank permanently waived Scenic from compliance with the covenants.

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A schedule of maturities of notes payable is as follows:

Year	Amount
2005	$	924,661
2006		997,602
2007		1,066,475
2008		1,140,289
2009		1,219,414
Thereafter		2,232,369
Total	$	7,580,810

NOTE 7 – REVOLVING LINE-OF CREDIT

The Company has a $600,000 revolving line-of-credit with a financial institution. The balance as of December 31, 2004 totaled $71,935. The obligation is secured by the Company’s equipment and tenant improvements and is guaranteed by the sole member of the Company and matures during October 2008. The outstanding balance is payable in monthly installments of interest only at the bank’s prime lending rate plus 1% (6.25% at December 31, 2004).

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Operating leases – On January 1, 1996, the Company entered into a lease with Clark County for 40 acres of land at McCarran International Airport, which expires December 21, 2025.

A schedule of future minimum rental payments are as follows:

Year	Amount
2005	$	885,380
2006		885,380
2007		885,380
2008		885,380
2009		885,380
Thereafter		14,166,080
Total	$	18,592,980

Rent expense – Rent expense for the year ended December 31, 2004 was approximately $891,000.

Contingencies – The Company has jointly entered into a loan agreement with Scenic, an affiliated entity. At December 31, 2004 the Company is contingently liable for $2,658,025 of Scenic’s debt in the event of their default.

Litigation – The Company is unaware of any pending or threatened litigation.

NOTE 9 – EMPLOYEE BENEFIT PLANS

The Company has a 401(k) defined contribution plan covering full-time employees of the Company who have completed three months of service and attained the age of 18. Participants are entitled to contribute, on a tax-deferred salary reduction basis, from 1% to 100% of their earnings.

Total employer contributions were $14,213 for the year ended December 31, 2004. The amount represents a 50% matching contribution up to 5% of the employee’s base compensation and the employer’s discretionary contribution.

****

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EX-99.2

Exhibit 99.2

UNAUDITED FINANCIAL STATEMENTS

EAGLE AVIATION RESOURCES, LTD
(A LIMITED LIABILITY COMPANY)
UNAUDITED BALANCE SHEET
As of June 30, 2005

ASSETS
Current Assets:
Cash	$	473,734
Accounts receivable, less allowance for doubtful accounts of $15,000		1,135,811
Inventory		96,205
Prepaid expenses		207,410
Total Current Assets		1,913,160
Property and equipment, net		17,357,514
Intangible assets, net		916,272
Other assets, net		35,407
Total Assets	$	20,222,353
LIABILITIES AND MEMBERS’ EQUITY
Current Liabilities:
Notes payable — current portion	$	907,485
Revolving line-of-credit		146,029
Accounts payable		1,156,438
Accrued expense		368,623
Customer deposits		177,861
Total Current Liabilities		2,756,436
Notes payable — long-term portion		6,216,839
Total Liabilities		8,973,275
Members’ equity		11,249,078
Total Liabilities and Members’ equity	$	20,222,353

See accompanying notes to unaudited financial statements.

15

EAGLE AVIATION RESOURCES, LTD
(A LIMITED LIABILITY COMPANY)
UNAUDITED STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2005

Revenue:
Fuel revenue	$	17,391,568
Service revenue		2,454,131
Total revenue		19,845,699
Cost of revenue:
Cost of revenue — fuel		10,990,294
Cost of revenue — service		2,418,952
Total cost of revenue		13,409,246
Gross profit		6,436,453
Operating expenses:
General and administrative		1,877,156
Depreciation		496,241
Amortization		28,075
Total operating expenses		2,401,472
Income from operations		4,034,981
Other income (expense):
Interest income		10,979
Interest expense		(270,492	)
Other income		7,808
Total other income (expense)		(251,705	)
Net income	$	3,783,276

See accompanying notes to unaudited financial statements.

16

EAGLE AVIATION RESOURCES, LTD
(A LIMITED LIABILITY COMPANY)
UNAUDITED STATEMENT OF MEMBERS’ EQUITY
For the six months ended June 30, 2005

Balance at January 1, 2005	$	11,390,802
Net income		3,783,276
Distributions		(3,925,000	)
Balance at June 30, 2005	$	11,249,078

See accompanying notes to unaudited financial statements.

17

EAGLE AVIATION RESOURCES, LTD
(A LIMITED LIABILITY COMPANY)
UNAUDITED STATEMENT OF CASH FLOWS
For the Six Months ended June 30, 2005

Cash flows from operating activities:
Net income	$	3,783,276
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		524,316
Changes in:
Accounts receivable		(772	)
Inventories		(20,252	)
Prepaid expenses		(36,518	)
Accounts payable		548,450
Accrued expenses		160,392
Other		40,571
Net cash provided by operating activities		4,999,463
Cash flows from investing activities:
Purchases of property and equipment		(361,547	)
Net cash used in investing activities		(361,547	)
Cash flows from financing activities:
Distributions to member		(3,925,000	)
Proceeds from revolving line-of-credit		74,094
Repayment of notes payable		(456,486	)
Net cash used in financing activities		(4,307,392	)
Net increase in cash		330,524
Cash at December 31, 2004		143,210
Cash at June 30, 2005	$	473,734
Supplemental disclosure of cash flow information:
Cash paid for interest	$	252,000

See accompanying notes to unaudited financial statements.

18

EAGLE AVIATION RESOURCES, LTD
(A LIMITED LIABILITY COMPANY)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
June 30, 2005

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant accounting policies followed by Eagle Aviation Resources, Ltd., in the preparation of the accompanying financial statements are summarized below:

Description of business – Eagle Aviation Resources, Ltd., a limited liability company (hereafter referred to as the “Company”), dba Las Vegas Executive Air Terminal, operates a fixed based operation (“FBO”) that provides aircraft fueling and aircraft hangar rentals in Las Vegas.

Concentration of credit risk – The Company maintains cash balances at times with one or more financial institutions in excess of amounts insured by the Federal Deposit Insurance Corporation. Management monitors the soundness of these institutions and considers the Company’s credit risk negligible.

Receivables and credit policies – Accounts receivable are uncollateralized customer obligations due under normal trade terms requiring payment within 30 days from the invoice date. Accounts receivable are stated at the amount billed to the customer. Interest is not billed or accrued. Accounts receivable in excess of 90 days old are considered delinquent. Payments of accounts receivable are allocated to the specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the oldest unpaid invoices.

The carrying amount of accounts receivable is reduced by a valuation allowance that reflects the Company’s best estimate of the amounts that may not be collected. This estimate is based on reviews of all balances in excess of 90 days from the invoice date and based on an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. The Company reviews its valuation allowance on a quarterly basis.

Use of estimates – The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue recognition – Revenue on fuel sales is recognized when the fuel has been delivered to the customer, collection of the resulting receivable is probable, persuasive evidence of and arrangement exists, and the fee is fixed or determinable. Fuel sales are recorded net of volume discounts and rebates. The Company also receives a fueling fee for fueling certain carriers with fuel owned by such carriers. In accordance with Emerging Issues Task Force Issue 99-19, “Reporting Revenue Gross as a Principal versus Net as an Agent”, revenue from these transactions are recorded based on the service fee earned and does not included the cost of the carriers fuel. Other revenue consists principally of landing and fuel distribution fees as well as rental income from hangar and terminal use. Revenue from office and aircraft hangar space rental is recognized on a monthly basis as rent becomes due. Fuel revenue is recognized at the time of sale.

Inventory – Inventory, which consists of fuel, materials, and supplies, is stated at the lower of cost or market. Cost is determined on a first-in, first-out basis.

Property and equipment – Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which are generally 5 to 29.5 years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of depreciable assets, costs and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income.

Intangible assets – The Company acquired intangible assets in connection with the purchase of the leasehold interest in the FBO. The Company accounts for intangible assets in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets, which allows for continued amortization of separable intangible assets deemed not to have an indefinite life. Therefore, the costs continue to be amortized on the straight-line method over 29.5 years.

Valuation of long-lived assets – In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets used in operations are reviewed for impairment when events and circumstances warrant such a review. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability. Based on these evaluations, there were no adjustments made in the carrying value of the long-lived assets in .

19

Fair value of financial instruments – The carrying amounts of the Company’s financial instruments, which include cash, accounts receivable, accounts payable, accrued expenses and notes payable approximate their fair values due to the short maturity of these items.

Income taxes – The Company, with the consent of its sole member, has elected under the Internal Revenue Code to be a limited liability company. Thus, the members of a limited liability company are taxed on their proportionate share of the Company’s taxable income. Therefore, no provision or liability for federal income taxes has been included in these financial statements.

Segment information – In accordance with SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information, the Company operates in a single segment. The chief operating decision maker allocates resources and assesses the performance associated with fuel sales, and other sales on a single segment basis.

NOTE 2 – ADVERTISING COSTS

Advertising costs are expensed as incurred. During the six months ended June 30, 2005 advertising expense was approximately $35,431.

NOTE 3 – PROPERTY AND EQUIPMENT

The major classifications of property and equipment consist of the following at June 30, 2005:

Building and Improvements	$	21,476,631
Computer and Office Equipment		661,863
Furniture and Fixtures		398,280
Land and Leasehold Improvements		429,935
Transportation Equipment		103,169
		23,069,878
Less: Accumulated Depreciation		(5,712,364	)
Property and Equipment – Net	$	17,357,514

Depreciation expense included as a charge to income amounted to approximately $496,241 for the six months ended June 30, 2005.

Buildings with a June 30, 2005 carrying value of approximately $16,900,000 are located on land leased under an agreement that gives the lessor the right to cancel the lease upon the occurrence of the Company’s filing a voluntary petition of bankruptcy or failure to pay amounts due under the agreement. Management makes an annual assessment of the likelihood of the occurrence of those events in determining whether an impairment of the carrying value of those buildings has occurred. At June 30, 2005, management has determined there is no impairment of the leasehold interest and buildings. If the Company were to be in default, the Company would have 30 days to cure the default once notice was received from the lessor. If the default is not cured within the allotted time frame, the Company may have to transfer the title for all permanent improvements to the lessor. Note 7 provides information about the lease agreement.

NOTE 4 – INTANGIBLE ASSETS

Intangible assets consist of the following at June 30, :

Purchased leasehold interest	$	1,530,000
Less: Accumulated amortization		(613,728	)
Intangible Assets, Net	$	916,272

Amortization expense included as a charge to income amounted to $25,932 for the six months ended June 30, 2005.

NOTE 5 – NOTES PAYABLE

Notes payable at June 30, consists of the following:

Note Payable – interest at 9.35 percent, due in monthly installments of principal and interest at $32,558; matures July 2014, collateralized by trust deed and leasing assignments (i)	$	2,372,411
Note Payable – interest at 6.08 percent, due in monthly installments of principal and interest at $87,936; matures October 2010, collateralized by trust deed and leasing assignments		4,751,913

20

		7,124,324
Less: Current Maturities		(907,485	)
Notes Payable, Net of Current Portion	$	6,216,839

(i) The Company has recorded 48% of the note payable on the balance sheet with the remaining 52 % being recorded on the balance sheet of Scenic Airlines, Inc. (referred to as “Scenic”), a third party related through common ownership.

NOTE 6 – REVOLVING LINE OF CREDIT

At June 30, 2005, the Company has a revolving line of credit agreement with a bank for a maximum borrowing of $600,000. The obligation is secured by the Company’s equipment and tenant improvements, and is guaranteed by the sole member of the Company. The line of credit agreement, which expires in October 2008, provides for interest at the bank’s prime lending rate (6.25 percent at June 30, 2005) plus 1.0 percent. The outstanding balance is payable in monthly installments of interest only. At June 30, 2005, $146,029 was outstanding on the line of credit.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Operating leases – On January 1, 1996, the Company entered into a lease with Clark County for 40 acres of land at McCarran International Airport, which expires December 21, 2025.

A schedule of future minimum rental payments are as follows:

Year	Amount
2006	$	885,380
2007		885,380
2008		885,380
2009		885,380
2010		885,380
Thereafter		13,280,700
Total	$	17,707,600

The preceding data reflects existing leases and does not include anticipated future replacements upon expiration.

Rent expense – Rent expense for the six months ended June 30, 2005 was approximately $443,974.

Contingencies – The Company has jointly entered into a loan agreement with Scenic, an affiliated entity, Scenic. At June 30, 2005 the Company is contingently liable for $2,570,111 of Scenic’s debt in the event of their default.

NOTE 8 – SUBSEQUENT EVENT

On August 12, 2005 all of the outstanding membership interests in the Company were acquired by a third party. In connection with the transaction, all notes payable and revolving lines of credit were paid in full.

****

21

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the year ended December 31, 2004

The following unaudited pro forma condensed combined statement of operations for the year ended December 31, 2004 combines the historical results of operations of the Company, the historical operating results of the Company’s operating companies (consolidated businesses) prior to their respective dates of acquisition, and the historical results of General Aviation Holdings, LLC (“GAH”) and Eagle Aviation Resources, Ltd. (“LVE”) for the year ended December 31, 2004. In addition, the pro forma statement of operations includes the operating results of our investments, which have been included as pro forma adjustments.

MACQUARIE INFRASTRUCTURE COMPANY TRUST
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the year ended December 31, 2004
(in 000’s except per share data)

	(Note 1)			(Note 2)			(Note 3)			(Note 4)			(Note 5)
	MIC			Operating Companies			GAH			LVE
	April 13			January 1			January 1			January 1
	through			through			through			through						Pro forma
	December 31,			Acquisition			December 31,			December 31,			Pro forma			Combined
	2004			Date (2004)			2004			2004			Adjustments			Company
Statement of Operations Data:
Revenue:
Fuel revenue	$	1,681		$	98,681		$	19,354		$	25,819		$	(3,026	) A	$	142,509
Service revenue		3,257			123,861			5,068			3,911			2,219	B		138,316
Lease income		126			937			–			–			3,013	C		4,076
Total revenue		5,064			223,479			24,422			29,730			2,206			284,901
Cost of revenue:
Cost of revenue — fuel		(912	)		(52,713	)		(10,828	)		(16,230	)		1,683	D		(79,000	)
Cost of revenue — service (a)		(1,633	)		(64,666	)		(1,136	)		(4,852	)		(3,738	)  E		(76,025	)
Gross profit		2,519			106,100			12,458			8,648			151			129,876
Selling, general & administrative expense		(7,953	)		(60,914	)		(7,375	)		(3,413	)		3,149	F		(76,506	)
Management fees (b)		(12,360	)		–			–			–			–			(12,360	)
Depreciation		(175	)		(3,636	)		(1,048	)		(961	)		315	G		(5,505	)
Amortization		(281	)		(12,326	)		–			(56	)		(7,162	)  H		(19,825	)
Operating (loss) income		(18,250	)		29,224			4,035			4,218			(3,547	)		15,680
Interest income		69			112			–			5			1,729	I		1,915
Dividend income		1,704			–			–			–			4,366	J		6,070
Interest expense		(756	)		(36,094	)		(2,511	)		(584	)		11,275	K		(28,670	)
Equity in loss of unconsolidated subsidiary		(389	)		–			–			–			2,131	L		1,742
Other (expense) income		50			(14,145	)		(676	)		–			14,859	M		88
(Loss) income from continuing operations before income tax		(17,572	)		(20,903	)		848			3,639			30,813			(3,175	)
Income tax (expense) benefit		–			(806	)		–			–			421	N		(385	)
Minority interests		(16	)		527			–			–			(130	)  O		381
(Loss) income from continuing operations	$	(17,588	)	$	(21,182	)	$	848		$	3,639		$	31,104		$	(3,179	)
Basic and diluted loss per share	$	(0.66	)													$	(0.12	)
Weighted number of shares of trust stock outstanding — basic and diluted		26,610,100															26,610,100
(a) — Includes depreciation expense of	$	(195	)	$	(6,344	)	$	–		$	–		$	–		$	(6,539	)

22

(Note 1)

(Note 2)

(Note 3)

(Note 4)

(Note 5)

MIC

Operating Companies

GAH

LVE

April 13

January 1

January 1

January 1

through

through

through

through

Pro forma

December 31,

Acquisition

December 31,

December 31,

Pro forma

Combined

2004

Date (2004)

2004

2004

Adjustments

Company

(b) — Includes performance fee which was paid in Company’s stock in 2005

$

(12,088

)

$

–

$

–

$

–

$

–

$

(12,088

)

EBITDA

$

55,829

Reconciliation of loss from continuing operations to EBITDA:

Loss from continuing operations

$

(3,179

)

Interest expense, net of interest income

26,755

Income tax expense

385

Depreciation

12,044

Amortization

19,824

EBITDA

$

55,829

23

MACQUARIE INFRASTRUCTURE COMPANY TRUST
NOTES TO THE CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS
For the year ended December 31, 2004

NOTE 1 – MACQUARIE INFRASTRUCTURE COMPANY TRUST

Macquarie Infrastructure Company Trust, a Delaware statutory trust which is referred to as the trust, owns its businesses and investments through Macquarie Infrastructure Company LLC, a Delaware limited liability company which is referred to as the company. Except as otherwise specified, “Macquarie Infrastructure Company”, or “MIC”, refers to both the trust and the company and its subsidiaries together. The company owns the businesses located in the United States through a Delaware corporation, Macquarie Infrastructure Company Inc., or MIC Inc., and those located outside of the United States through Delaware limited liability companies. Macquarie Infrastructure Management (USA) Inc., which we refer to as our Manager, is part of the Macquarie Group of companies, which we refer to as the Macquarie Group, which comprises Macquarie Bank Limited and its subsidiaries and affiliates worldwide.

The trust and the company were each formed on April 13, 2004. On December 21, 2004, MIC completed a initial public offering and concurrent private placement of shares of trust stock representing beneficial interests in the trust. On December 22 and December 23, 2004 the company acquired the following businesses and investments:

Businesses:

NACH:	North America Capital Holding Company — On December 22, 2004, MIC acquired 100% of the shares of NACH, which owns Atlantic, an airport service business that was at that time an operator of 10 fixed-based operations or FBOs.
MANA:	Macquarie Airports North America, Inc. — On December 22, 2004, MIC acquired 100% of the shares and subordinated debt of MANA, which owns AvPorts, an airport service business which operates 5 FBOs and 1 heliport which provides fuel, de-icing, aircraft parking and hangar services, airport management, and other aviation services.
MDEH:	Macquarie District Energy Holdings, LLC — On December 22, 2004, MIC acquired 100% of the membership interests of MDEH, which owns the Thermal Chicago business, a business that provides district cooling to customers in Chicago, Illinois, and a 75% interest in, and all of the senior debt of, Northwind Aladdin, a business that provides district heating and cooling to the Aladdin Resort & Casino located in Las Vegas, Nevada.
MAPC:	Macquarie Americas Parking Corporation — On December 23, 2004, MIC acquired 100% of the shares of MAPC and the certain minority interests in subsidiaries of MAPC for a total interest of 87.1% of Macquarie Parking business, which provides off-airport parking services as well as ground transportation to and from the parking facilities and the airport terminals at 24 off-airport parking facilities located at 15 major airports throughout the United States.

Investments:

MYL:	Macquarie Yorkshire Limited — On December 22, 2004, MIC acquired 100% of the shares of MYL, an entity that owns a 50% interest in a shadow toll road entity located in the United Kingdom (Connect M1-A1 Limited), pursuant to a concession agreement with the U.K. government. We account for the toll road entity under the equity method of accounting
SEW:	South East Water — On December 22, 2004, MIC acquired 17.5% of the ordinary shares and preferred equity certificates or PECs of Macquarie Luxembourg Water SarL, a holding company of a utility company that provides water to households and industrial customers in south-eastern England.
MCG:	Macquarie Communications Infrastructure Group — On December 22, 2004, MIC acquired in an at-the-market transaction $70 million of stapled securities issued by MCG, a publicly traded investment vehicle managed by a member of the Macquarie Group that operates an Australian broadcast transmission provider and a provider of broadcast transmission and site leasing infrastructure operated in the U.K. and Republic of Ireland.

The statement of operations information included for MIC includes statement of operations information for MIC for the period April 13, 2004 (inception) to December 31, 2004, including the statement of operations information for each of the above businesses and investment from the dates of their respective acquisitions. The as reported financial information for MIC is derived from its audited financial statements at and for the year ended December 31, 2004, which are included in its Annual Report on Form 10-K for the year ended December 31, 2004 filed with the SEC.

24

NOTE 2 – HISTORICAL RESULTS – PRINCIPAL OPERATING COMPANIES AND INVESTMENTS

     The statement of operations information for MIC’s consolidated businesses for the period from January 1, 2004 through the dates of their respective acquisitions by MIC, are shown below.

	As Reported
	January 1 through Acquisition Date
	NACH			MANA			MDEH			MAPC
	January 1			January 1			January 1			January 1
	through			through			through			through
	December 22,			December 22,			December 22,			December 23,			Historical
	2004			2004			2004			2004			Combined
Statement of Operations Data:
Revenue:
Fuel revenue	$	70,611		$	28,070		$	–		$	–		$	98,681
Service revenue		24,455			16,305			33,354			49,747			123,861
Lease income		–			–			937			–			937
Total revenue		95,066			44,375			34,291			49,747			223,479
Cost of revenue:
Cost of revenue — fuel		(37,667	)		(15,046	)		–			–			(52,713	)
Cost of revenue — service (a)		(2,277	)		(4,345	)		(22,175	)		(35,869	)		(64,666	)
Gross profit		55,122			24,984			12,116			13,878			106,100
Selling, general & administrative expense		(36,320	)		(16,710	)		(3,575	)		(4,309	)		(60,914	)
Depreciation		(2,664	)		(972	)		–			–			(3,636	)
Amortization		(3,178	)		(5,625	)		(728	)		(2,795	)		(12,326	)
Operating income		12,960			1,677			7,813			6,774			29,224
Interest income		45			–			67			–			112
Interest expense		(7,562	)		(2,995	)		(17,318	)		(8,219	)		(36,094	)
Other (expense) income		(11,824	)		–			(2,305	)		(16	)		(14,145	)
Loss from continuing operations before income tax and minority interests		(6,381	)		(1,318	)		(11,743	)		(1,461	)		(20,903	)
Income tax benefit (expense)		311			(84	)		(1,033	)		–			(806	)
Minority interests		–			–			(108	)		635			527
Loss from continuing operations	$	(6,070	)	$	(1,402	)	$	(12,884	)	$	(826	)	$	(21,182	)
(a) — Includes depreciation expense of	$	–		$	–		$	(4,181	)	$	(2,163	)	$	(6,344	)

The as reported financial information of our consolidated businesses included in the unaudited pro forma condensed combined financial statements for the period January 1, 2004 through the acquisition date for NACH, and MANA were derived from their audited financial statements. The as reported financial information of MAPC and MDEH were derived from the unaudited financial statements of MAPC, and MDEH, respectively.

The financial information for our investments in MYL, SEW and MCG were derived from unaudited financial information and are included as pro forma adjustments.

NOTE 3 – GENERAL AVIATION HOLDINGS, LLC

On January 14, 2005, NACH, a wholly-owned subsidiary of Macquarie Infrastructure Company Inc., which in turn is a wholly-owned subsidiary of Macquarie Infrastructure Company LLC, completed the acquisition of 100% of the membership interests of General Aviation Holdings, LLC (“GAH”). NACH acquired GAH pursuant to the Membership Interest Purchase Agreement, entered into as of August 18, 2004 by and among Merced Partners Limited Partnership, Michael Phegley and Craig Foster, (collectively, the “sellers”) and NACH. The statement of operations information for GAH included in the pro forma condensed combined statement of operations for the year ended December 31, 2004 were derived from audited financial statements of GAH.

GAH owns 100% of the equity of each of (i) Palm Springs FBO Two LLC, a Delaware limited liability company doing business as Million Air Palm Springs, and (ii) Newport FBO Two LLC, a Delaware limited liability company doing business as Newport Jet Center.

NOTE 4 – EAGLE AVIATION RESOURCES, LTD.

25

On August 12, 2005, Macquarie Infrastructure Company LLC (“MIC”, “Macquarie” or the “Company”) completed its acquisition, through a wholly-owned subsidiary, of 100% of the membership interests in Eagle Aviation Resources, Ltd., a Nevada limited liability company doing business as Las Vegas Executive Air Terminal (“LVE”) from Mr. Gene H. Yamagata. LVE is an established FBO operating out of McCarran International Airport in Las Vegas, Nevada under the terms of a 30 year lease granted in 1996. LVE is one of two FBOs at McCarran Airport. The statement of operations information for LVE included in the pro forma condensed combined statement of operations for the year ended December 31, 2004 were derived from audited financial statements of LVE.

NOTE 5 – PRO FORMA ADJUSTMENTS

The pro forma adjustments on the attached pro forma condensed combined statements of operations for the year ended December 31, 2004 are outlined below:

			Year
			Ended
			December 31,
			2004
A	Fuel revenue adjustment
	GAH	Elimination of results of operations relating to the aviation business of GAH not
		purchased by MIC.	$	(3,026	)
B	Service revenue adjustment
	MDEH	Service revenue of ETT Nevada, Inc. for the period January 1 to September 29, 2004.
		These results were not included in the financial results of MDEH. ETT Nevada, Inc. was
		acquired by MDEH on September 29, 2004.		2,636
	GAH	Elimination of results of operations relating to the aviation business of GAH not
		purchased by MIC.		(417	)
				2,219
C	Lease income adjustment
	MDEH	Lease income of ETT Nevada, Inc. for the period January 1 to September 29, 2004.		3,013
D	Cost of revenue — fuel adjustment
	GAH	Elimination of results of operations relating to the aviation business of GAH not
		purchased by MIC.		1,683
E	Cost of revenue — service adjustment
	MDEH	Results of operations of ETT Nevada, Inc for the period January 1 to September 29, 2004.		(2,600	)
	MDEH	Additional depreciation expense resulting from the increase in value assigned to
		property, plant and equipment.		(1,311	)
	GAH	Elimination of results of operations relating to the aviation business of GAH not
		purchased by MIC.		173
		Total cost of revenue - service adjustment		(3,738	)
F	Selling, general and administrative expense (SGA) adjustment
	NACH	Reduction of SGA for non-recurring transaction fees incurred by previous owners		1,189
	MDEH	Reduction of SGA for non-recurring transaction fees incurred by previous owners.		813
	MDEH	Results of operations of ETT Nevada, Inc for the period January 1 to September 29, 2004.		(49	)
	GAH	Elimination of results of operations relating to the aviation business of GAH not
		purchased by MIC.		1,196
		Total selling, general and administrative expense (SGA) adjustment		3,149
G	Depreciation adjustment
	NACH	Incremental depreciation expense resulting from the increase in fair value of property,
		plant and equipment as a result of the acquisition by MIC		(200	)
	LVE	Adjustment to depreciation expense resulting from fair value adjustment to property,
		plant and equipment as a result of the acquisition by NACH.		398
	GAH	Elimination of results of operations relating to the aviation business of GAH not
		purchased by MIC.		117
		Total depreciation adjustment		315

26

			Year
			Ended
			December 31,
			2004
H	Amortization adjustment
	NACH	Adjustment to amortization expense resulting from the increase in fair value of
		intangible assets.		(2,207	)
	MANA	Adjustment to amortization charges relating to deferred finance costs not assumed by us.		660
	MANA	Adjustment to amortization expense resulting from the increase in fair value of
		intangible assets as a result of the acquisition by MIC.		(250	)
	MDEH	Adjustment to amortization expense resulting from the increase in fair value of
		intangible assets.		(660	)
	MAPC	Adjustment to amortization expense resulting from the increase in fair value of
		intangible assets.		(1,200	)
	GAH	Adjustment to amortization expense resulting from the increase in fair value of
		intangible assets.		(1,299	)
	LVE	Adjustment to amortization expense resulting from the increase in fair value of
		intangible assets.		(2,206	)
		Total amortization adjustment		(7,162	)
I	Interest income adjustment
	MYL	Interest income on loans due from Connect M1-A1 Limited, net of premium amortization.		1,729
J	Dividend income adjustment
	SEW	Dividend income from SEW for the period January 1, 2004 to December 22, 2004.		3,032
	MCG	Dividend income from MCG for the period January 1, 2004 to December 22, 2004.		1,334
		Total dividend income adjustment		4,366
K	Interest expense adjustment
	NACH	Net increase in interest expense reflecting the current debt facility.		(492	)
	MANA	Interest on subordinated debt for the period January 1, 2004 to December 22, 2004. The
		debt was acquired by MIC and eliminated in consolidation.		1,117
	MDEH	Net decrease in interest expense reflecting the current debt facility. The net
		adjustment is significantly high primarily due to non-recurring $10.3 million make-whole
		payment associated with redemption of bonds.		9,417
	MAPC	Elimination of deferred financing costs for debt not assumed by MIC upon purchase of
		company.		1,222
	LVE	Interest on debt not assumed by MIC.		584
	GAH	Net decrease in interest expense reflecting the current debt facility.		649
	GAH	Amortization of deferred finance charges in connection with new debt.		(239	)
	MYL	Interest expense on loan due to Connect M1-A1 Limited.		(983	)
		Total interest expense adjustment		11,275
L	Equity adjustment in unconsolidated subsidiary
	MYL	Equity in earnings of unconsolidated subsidiary of $6,634, offset in part by incremental
		amortization of concession contract of $4,503, for the period January 1 to December 22,
		2004.		2,131
M	Other income (expense) adjustment
	NACH	Elimination of non-recurring bridge loan and finance fees incurred by prior owner of NACH		6,650
	NACH	Elimination of non-recurring expense for a warrant issued to debt holder and exercised
		upon acquisition of Atlantic by NACH.		5,254
	MDEH	Elimination of non-recurring finance and transaction fees incurred by prior owner of
		MDEH.		2,775
	MDEH	Elimination of non-recurring bridge loan establishment fee incurred by prior owner of
		MDEH.		816
	MDEH	Reduction of other income relating to debt not assumed by MIC.		(1,312	)
	GAH	Elimination of non-recurring acquisition costs incurred by prior owner of GAH.		676
		Total other income (expense) adjustment		14,859
N	Income tax (expense) benefit adjustment
	MDEH	Income tax expense of ETT Nevada, Inc for the period January 1 to September 29, 2004.		(301	)
	MIC	Adjustment to record estimated tax benefit associated with pro forma adjustments.		722
		Total income tax (expense) adjustment		421
O	Minority interests adjustment
	MDEH	Minority interest in ETT Nevada, Inc for the period January 1 to September 29, 2004 not
		included in the financial results of MDEH.		(298	)

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		Year
		Ended
		December 31,
		2004
MAPC	Increase in share net loss resulting from acquisition of minority interests.		168
	Total minority interests adjustment		(130	)
	TOTAL OF ALL ADJUSTMENTS	$	31,104

NOTE 6 — OTHER ESTIMATES AND EXPENSES

In addition to the pro forma adjustments above, we would have incurred incremental administrative expenses, professional fees and management fees as a public company. Such fees and expenses include accounting, legal and other consultant fees, SEC and listing fees, directors’ fees and directors’ and officers’ insurance. We currently estimate that these fees and expenses would have totaled approximately $6 million per year. This estimate is based upon MIC’s historical amounts of such fees and expenses, however the actual amount of any such future expenses and fees could vary significantly. Also, included in the pro forma combined statement of operations for the year ended December 31, 2004 are costs associated with the initial public offering of MIC of approximately $6.0 million. These costs are included in operating results of MIC and are non-recurring.

In addition to the pro forma adjustments above, we expect to pay our manager base and performance fees pursuant our management services agreement. We estimate the base fees to total approximately $8.0 million per year based on a net investment value of $660 million per the management services agreement. This estimate is based upon MIC’s historical amounts of such fees, however the actual amount of the base fees could vary significantly. We have not estimated any performance fees because there is no basis on which to estimate them at this time. We have included $0.2 million of base management fees and $12.1 million of performance fees in the pro forma condensed combined statement of operations for the year ended December 31, 2004. These amounts represent base management fees and performance fees, respectively, incurred for the period from December 16, 2004 (effective publicly traded date) to December 31, 2004. The manager elected to receive the performance fee in stock, which was distributed in April 2005.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2005

The following unaudited pro forma condensed combined balance sheets as of June 30, 2005 give effect to our acquisition of LVE as if the transaction had been completed as of June 30, 2005. The following unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2005 gives effect to the acquisition of LVE as if this transaction had occurred on January 1, 2005.

MACQUARIE INFRASTRUCTURE COMPANY TRUST
CONDENSED COMBINED PRO FORMA BALANCE SHEET
As of June 30, 2005

					Pro forma			Pro forma
	MIC		LVE		Adjustments			Combined
Assets:
Current Assets	$	151,683	$	1,913	$	(59,840	)  A	$	93,756
Property and equipment, net		294,639		17,358		(2,785	)  B		309,212
Restricted cash		17,276		–		–			17,276
Equipment lease receivables		44,606		–		–			44,606
Investment in unconsolidated business		72,125		–		–			72,125
Investment, at cost		36,819		–		–			36,819
Securities, available for sale		79,273		–		–			79,273
Related party subordinated loan		20,966		–		–			20,966
Goodwill		232,767		–		–			232,767
Intangible assets, net		268,960		916		44,252	C		314,128
Other		12,717		35		–			12,752
Total assets	$	1,231,831	$	20,222	$	(18,373	)	$	1,233,680
Liabilities and Shareholders’ Equity (Deficit):
Current liabilities	$	26,239	$	4,216	$	(2,367	)  D	$	28,087
Capital leases and notes payable, net of current portion		2,328		4,757		(4,757	)  D		2,328
Long term debt, net of current portion		447,023		–		–			447,023
Related party long-term debt		18,528		–		–			18,528
Deferred income taxes		122,941		–		–			122,941
Other liabilities		5,085		–		–			5,085
Total liabilities		622,144		8,973		(7,124	)		623,993
Minority interest		8,886		–		–			8,886
Shareholders’ equity		600,801		11,249		(11,249	)  E		600,801
Total liabilities and shareholders’ equity	$	1,231,831	$	20,222	$	(18,373	)	$	1,233,680

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

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MACQUARIE INFRASTRUCTURE COMPANY TRUST
CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2005

							Pro Forma			Pro Forma
	MIC			LVE			Adjustments			Combined
Statement of Operations Data:
Revenue:
Fuel revenue	$	64,630		$	17,392		$	–		$	82,022
Service revenue		70,951			2,454			–			73,405
Lease income		2,673			–			–			2,673
Total revenue		138,254			19,846			–			158,100
Cost of revenue:
Cost of revenue — fuel		(36,803	)		(10,990	)		–			(47,793	)
Cost of revenue — service (a)		(36,976	)		(2,419	)		–			(39,395	)
Gross profit		64,475			6,437			–			70,912
Selling, general and administrative expense		(37,876	)		(1,878	)		–			(39,754	)
Management fees		(4,152	)		–			–			(4,152	)
Depreciation		(2,747	)		(496	)		199	(1)		(3,044	)
Amortization		(6,320	)		(28	)		(1,101	) (2)		(7,449	)
Operating income (loss)		13,380			4,035			(902	)		16,513
Interest income		2,330			10			–			2,340
Dividend income		6,184			–			–			6,184
Interest expense		(15,269	)		(270	)		270	(3)		(15,269	)
Equity in loss of unconsolidated subsidiary		514			–			–			514
Other (expense) income		(654	)		8			–			(646	)
Income (loss) from continuing operations before income tax		6,485			3,783			(632	)		9,636
Income tax expense		(579	)		–			–			(579	)
Minority interests		(353	)		–			–			(353	)
Income (loss) from continuing operations	$	5,553		$	3,783		$	(632	)	$	8,704
Basic and diluted loss per share	$	0.21								$	0.32
Weighted number of shares of trust stock outstanding — basic & diluted		26,786,300									26,786,300

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

(a) Includes depreciation expense of $3.8 million.

EBITDA	$	36,590
Reconciliation of income from continuing operations to EBITDA:
Income from continuing operations	$	8,704
Interest expense, net of interest income		12,929
Income tax expense		579
Depreciation		6,929
Amortization		7,449
EBITDA	$	36,590

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MACQUARIE INFRASTRUCTURE COMPANY TRUST
NOTES TO CONDENSED COMBINED PRO FORMA FINANCIAL STATEMENTS
(Unaudited)

NOTE 1 – PRO FORMA ADJUSTMENTS – BALANCE SHEET

The pro forma adjustments on the attached pro forma condensed combined balance sheet as of June 30, 2005 are outlined below:

		As of
		June 30,
		2005
A	Current Assets
	Reflects the acquisition of LVE by the Company for a cash purchase price of $58.2 million plus acquisition costs of $1.6 million for a total aggregate purchase price of $59.8 million. The purchase price was allocated to the fair value of the assets acquired and the liabilities assumed. The fair value of the assets acquired exceeded the purchase price by $11,418; accordingly, in accordance with FASB 141, property, plant and equipment and intangible asset - contract rights were reduced on a pro rata basis.	$	(59,840	)
B	Property and Equipment, net
	Reflects the pro rata purchase accounting adjustment due to fair value of net assets acquired in excess of purchase price.		(2,785	)
C	Intangible Assets
	Reflects the purchase accounting adjustment of $52,885 to reflect contract rights at its estimated fair value. This adjustment was reduced by $8,633 to reflect the purchase accounting adjustment due to fair value of net assets acquired in excess of purchase price.		44,252
D	Capital Leases and Notes Payable
	Reflects the elimination of liabilities not assumed by us, including current notes payable of $2,367 and long term notes of $4,757.		7,124
E	Shareholders’ Equity
	Reflects the elimination of historical members’ equity.		11,249

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NOTE 2 – PRO FORMA ADJUSTMENTS – CONDENSED COMBINED STATEMENT OF OPERATIONS

The pro forma adjustments to the attached pro forma condensed combined statements of operations for the six months ended June 30, 2005 are outlined below:

		Six Months
		Ended
		June 30,
		2005
1	Depreciation
	Reduction in depreciation expense as a result of purchase accounting
	adjustment to property, plant and equipment.	$	(199	)
2	Amortization
	Additional amortization expense for the six months ended June 30, 2005. This
	reflects the valuation of the intangible assets at $45.2 million and is based
	on a 20 year amortization.		1,101
3	Interest Expense
	Reduction in interest expense as a result of debt not assumed by us.		(270	)
	TOTAL OF ALL ADJUSTMENTS	$	632

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