S-1/A

As filed with the Securities and Exchange Commission on October 15, 2004

Registration No. 333-116244

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pre-effective

Amendment No. 2

to

Form S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Macquarie Infrastructure Company Trust

(Exact name of registrant as specified in its charter)

Delaware	4700	20-6196808
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Macquarie Infrastructure Company LLC

(Exact name of registrant as specified in its charter)

Delaware	4700	43-2052503
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

600 Fifth Avenue, 21st Floor

New York, New York 10020

(212) 548-6538

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Peter Stokes

600 Fifth Avenue, 21st Floor

New York, New York 10020

(212) 548-6538

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Antonia E. Stolper
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
(212) 848-4000 Norman D. Slonaker
Jack I. Kantrowitz
Sidley Austin Brown & Wood LLP
787 Seventh Avenue
New York, New York 10019
(212) 839-5300

     Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date hereof.

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.    o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.    o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.    o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o

CALCULATION OF REGISTRATION FEE

			Proposed Maximum	Proposed Maximum
Title of Each Class of	Amount to Be		Offering Price Per	Aggregate Offering		Amount of
Securities to Be Registered	Registered (1)		Share	Price (2)		Registration Fee
Shares representing beneficial interests in Macquarie Infrastructure Company Trust				$	600,000,000	$	76,020
LLC interests of Macquarie Infrastructure Company LLC		(4)			(5)

(1)	Includes shares representing beneficial interests in Macquarie Infrastructure Company Trust that may be issued upon exercise of the underwriters’ overallotment option.
(2)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(3)	The Registrant previously paid $68,418 as a registration fee in connection with the Registration Statement on Form S-1, File No. 333-116244, filed on June 7, 2004, as amended by Amendment No. 1 filed on August 24, 2004.
(4)	The number of LLC interests of Macquarie Infrastructure Company LLC registered hereunder is equal to the number of shares representing beneficial interests in Macquarie Infrastructure Company Trust that are registered hereby. Each share representing one beneficial interest in Macquarie Infrastructure Company Trust corresponds to one underlying LLC interest of Macquarie Infrastructure Company LLC. If the trust is dissolved, each share representing a beneficial interest in Macquarie Infrastructure Company Trust will be exchanged for an LLC interest of Macquarie Infrastructure Company LLC.
(5)	Pursuant to Rule 457(i) under the Securities Act, no registration fee is payable with respect to the LLC interests of Macquarie Infrastructure Company LLC because no additional consideration will be received by Macquarie Infrastructure Company Trust upon exchange of the shares representing beneficial interests in Macquarie Infrastructure Company Trust.

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus dated October 15, 2004

PROSPECTUS

                           Shares

Macquarie Infrastructure Company Trust

Each Share Represents One Beneficial Interest in the Trust

          This is Macquarie Infrastructure Company Trust’s initial public offering. We are selling                shares, each representing one beneficial interest in the trust. The purpose of the trust is to hold 100% of the interests of Macquarie Infrastructure Company LLC. Each beneficial interest in the trust corresponds to one interest of Macquarie Infrastructure Company LLC. In addition, Macquarie Infrastructure Management (USA) Inc., our Manager, has agreed to purchase the number of shares having an aggregate purchase price of $35 million, at a per share price equal to the initial public offering price (               shares assuming the initial public offering price per share is the expected public offering price) in a separate private transaction concurrently with this offering.

          We expect the public offering price to be $        per share. Currently, no public market exists for the shares. We have applied to list the shares on the New York Stock Exchange.

          Investing in the shares involves risks that are described in the “Risk Factors” section beginning on page 12 of this prospectus.

	Per Share	Total
Public offering price	$	$
Underwriting discount	$	$
Proceeds, before expenses, to us	$	$

          The underwriters may also purchase up to an additional                shares from us at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus to cover overallotments.

          Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

          The shares will be ready for delivery on or about               , 2004.

Merrill Lynch & Co. Citigroup

The date of this prospectus is               , 2004.

TABLE OF CONTENTS

	Page
Prospectus Summary		1
Risk Factors		12
Forward-Looking Statements		27
Use of Proceeds		28
Exchange Rates		29
Dividend Policy		30
The Acquisition of Our Initial Businesses and Initial Investments		31
Pro Forma Capitalization		38
Pro Forma Condensed Combined Financial Statements		39
Selected Financial Data		60
Management’s Discussion and Analysis of Financial Condition and Results of Operations		72
Business		120
Management		164
Our Manager		168
Principal Shareholders/ Security Ownership of Directors and Executive Officers		186
Certain Relationships and Related Party Transactions		186
Description of Shares		188
Securities Eligible for Future Sale		197
Material U.S. Federal Income Tax Considerations		198
Underwriting		210
Legal Matters		214
Experts		214
Where You Can Find Additional Information		216
Index to Financial Statements		F-1
UNIT PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT
UNIT PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT
AMENDED AND RESTATED TRUST AGREEMENT
FORM OF AMENDED AND RESTATED TRUST AGREEMENT
FORM OF AMENDED AND RESTATED OPERATING AGREEMENT
AMENDED AND RESTATED CERTIFICATE OF TUST
AMENDED AND RESTATED CERTIFICATE OF FORMATION
CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION
CERTIFICATE OF FORMATION
CERTIFICATE OF FORMATION
CERTIFICATE OF FORMATION
FORM OF LIMITED LIABILITY COMPANY AGREEMENT
FORM OF OPINION OF POTTER ANDERSON & CORROON LLP
FORM OF MANAGEMENT SERVICES AGREEMENT
FORM OF REGISTRATION RIGHTS AGREEMENT
TERMS AND CONDITIONS OF CLASS A PREFERRED EQUITY CERTIFICATES
TERMS AND CONDITIONS OF CLASS B PREFERRED EQUITY CERTIFICATES
FORM OF DEED OF NOVATION TO SHAREHOLDERS' AGREEMENT
FORM OF DEED OF NOVATION RELATED TO THE SECONDMENT AGREEMENT
DISTRICT COOLING SYSTEM USE AGREEMENT
DEBT AGREEMENT
CREDIT AGREEMENT
FORM OF PARENT COMPANY GUARANTEE
LETTER AGREEMENT
RESIGNATION LETTER OF ERNST & YOUNG LLP
LETTER FROM ERNST & YOUNG LLP
CONSENT OF ERNST & YOUNG LLP
CONSENT OF DELOITTE & TOUCHE LLP
CONSENT OF KPMG LLP
CONSENT OF PRICEWATERHOUSECOOPERS LLP
CONSENT OF LESLEY,THOMAS SCHWARZ & POSTMA, INC.
CONSENT OF DELOITTE & TOUCHE LLP
CONSENT OF ERNST & YOUNG LLP
EX-23.10: CONSENT OF WITHUMSMITH+BROWN
EX-23.11: CONSENT OF ERNST AND YOUNG LLP
EX-23.12: CONSENT OF PRICEWATERHOUSECOOPERS LLP

          You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. If anyone provides you with different information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

          In this prospectus, we rely on and refer to information and statistics regarding market data and the industries of our initial businesses and investments obtained from internal surveys, market research, independent industry publications and other publicly available information, including publicly available information regarding listed stock. The information and statistics are based on industry surveys and our Manager’s and its affiliates’ experience in the industry.

          The content of the description of the businesses and investments that we will acquire has been prepared by and is the responsibility of the company.

          Australian banking regulations that govern the operations of Macquarie Bank Limited and all of its subsidiaries, including our Manager, require the following statements. Investments in Macquarie Infrastructure Company Trust 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 Trust or the repayment of capital from Macquarie Infrastructure Company Trust.

i

Our Proposed Organizational Structure

ii

PROSPECTUS SUMMARY

          This summary highlights selected information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the “Risk Factors” section and the pro forma condensed combined financial statements, the financial statements of our initial businesses and the related notes included in this prospectus.

          Macquarie Infrastructure Company Trust, which we refer to as the trust, will acquire and own its initial businesses and investments through a Delaware limited liability company, Macquarie Infrastructure Company LLC, which we refer to as the company. Except as otherwise specified, “Macquarie Infrastructure Company,” “we,” “us” and “our” refer to both the trust and the company and its subsidiaries together. The company will own the businesses located in the United States through a Delaware corporation and those located outside of the United States through a series of Delaware limited liability companies. Our structure is set forth in the diagram on the facing page. 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.

Overview

          We have been formed to own, operate and invest in a diversified group of infrastructure businesses, which are businesses that provide basic, everyday services, such as parking, roads and water, through long-life physical assets. We offer investors an opportunity to participate directly in the ownership of infrastructure businesses in the United States and other developed countries that traditionally have been owned by governments or private investors, or have formed part of vertically integrated companies. Our infrastructure businesses and investments are to be acquired as soon as practicable following the closing of this offering. Each of these acquisitions is subject to the satisfaction of various conditions precedent, including the receipt of applicable third-party consents described under “The Acquisition of Our Initial Business and Investments.” These infrastructure businesses operate in sectors with limited competition and high barriers to entry. As a result, they have sustainable and growing long-term cash flows. We intend to operate and finance our businesses in a manner that maximizes these cash flows. We also intend to make acquisitions complementary to our initial businesses and acquisitions in other attractive infrastructure sectors. Consequently, we expect to be able both to pay regular distributions, substantially all of which we anticipate should qualify for the lower U.S. federal tax rate (a maximum of 15%) currently applicable to qualified dividend income (to the extent such distributions are treated as dividends for U.S. federal income tax purposes), and to increase the value of our company.

          We will use the proceeds of this offering to acquire our initial businesses and investments. Our initial businesses will consist of an airport services business, an airport parking business, a district energy business and a 50% interest in a toll road. Our initial investments will be in a regulated water utility and a communications infrastructure investment fund. We will acquire our initial businesses and investments for approximately $499 million in cash from the Macquarie Group, from infrastructure investment vehicles managed by the Macquarie Group, or from third parties, plus $459 million in assumed short- and long-term debt for a total of $958 million. We believe that the scale and scope of these initial businesses and investments give us a significant and diversified presence in the infrastructure sector. Going forward, we intend to focus principally on owning, operating and acquiring infrastructure businesses in the United States.

          We will engage our Manager, a member of the Macquarie Group, to manage our day-to-day operations and affairs. The Macquarie Group is a global leader in the acquisition, financing and management of infrastructure businesses that, as of September 30, 2004, managed over $13 billion of funds invested in 67 infrastructure assets in 14 countries. The Macquarie Group has over 450 professionals dedicated to the infrastructure sector around the world, including over 50 in North America.

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          A summary of our initial businesses and investments is as follows:

          Airport Services Business. Our wholly owned airport services business comprises Atlantic and AvPorts. Atlantic operates fixed base operations, or FBOs, at ten airports and has entered into an agreement to acquire additional FBOs at two other airports. AvPorts operates five FBOs and one heliport. We are one of the leading FBO operators in the United States, measured by number of FBOs. FBO operations primarily serve the corporate jet segment of the general aviation industry, providing refueling, de-icing, aircraft parking, hangarage and other services. Approximately 70% of our airport services business revenues in 2003 were generated by fuel sales. According to the Federal Aviation Administration, or FAA, the consumption of jet fuel by the U.S. general aviation fleet is projected to grow on average at 5.1% per year through 2015. We believe the quality of our operations, strong marketing programs and experienced management team provide us with a competitive advantage. In addition, our operations enjoy limited competition and significant barriers to entry, including a lack of space at the airports for new competitors. Our airport services business operates its FBOs under leases granted by the relevant local authority at each airport that have an average of 17 years to expiration.

          Airport Parking Business. Our airport parking business, Macquarie Parking, is the largest provider of off-airport parking services in the United States, measured by number of locations. Macquarie Parking’s 23 facilities comprise over 32,000 parking spaces on over 276 acres at 14 major airports across the United States. Macquarie Parking provides customers with secure 24-hour parking close to airport terminals, as well as transport via shuttle bus to and from their vehicles and the terminal. We expect overall occupancy at airport parking facilities to grow in line with passenger enplanements, which the FAA has projected will grow at an average rate of 3.8% per year through 2015. We believe that Macquarie Parking’s size and nationwide coverage, sophisticated marketing programs and experienced management team provide it with a competitive advantage over other airport parking operators and will allow it to increase market share. In addition, Macquarie Parking’s business enjoys significant barriers to entry, primarily due to a lack of suitable land near airports and zoning requirements.

          District Energy Business. Our district energy business comprises Thermal Chicago, which owns and operates the largest district cooling system in the United States, serving mostly downtown Chicago, and a 75% interest in Northwind Aladdin which is the owner and operator of a facility that provides cooling, heating and back-up electricity primarily to the Aladdin resort and casino in Las Vegas. Thermal Chicago’s cooling services are provided by the circulation of chilled water to 98 customers from its six plants that came on line from 1995 to 2002. Thermal Chicago’s existing customer contracts have a weighted average remaining life of 15 years and produce stable and predictable revenues based on a combination of fixed capacity charges and variable consumption charges. Under these long-term contracts, consumption charges, which constitute approximately half of Thermal Chicago’s revenue, vary in line with economic indices that reflect electricity, labor and other costs. Capacity charges, which constitute the balance of Thermal Chicago’s revenue, generally increase in line with inflation. As a consequence, Thermal Chicago’s operating income is largely protected from inflationary increases in its direct expenses. Northwind Aladdin provides cooling, heating and back-up electricity under two long-term contracts that expire in 2020. These contracts provide for recovery of Northwind Aladdin’s operating costs in addition to monthly fixed payments, resulting in highly stable cashflows.

          Toll Road Business. Our toll road business consists of our 50% ownership of the company that operates Yorkshire Link, a 19-mile highway in the United Kingdom, pursuant to a concession agreement with the U.K. government that terminates in 2026. Under the concession, Yorkshire Link generates revenues from a “shadow” tolling system, under which the U.K. government, rather than road users, pays fees, or “shadow tolls,” based on the volume and type of user traffic. During the five years in which it has operated, Yorkshire Link’s traffic volumes have fulfilled expectations and have produced stable and predictable revenues. The day-to-day operations of Yorkshire Link are supervised by a small operations team seconded from Balfour Beatty plc, which will be our 50% partner in the toll road business.

          Macquarie Communications Infrastructure Group. We will purchase approximately 11.9% of Macquarie Communications Infrastructure Group, or MCG, a public investment vehicle managed by an

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affiliate of our Manager. MCG’s only investment at present is its 100% ownership of Broadcast Australia Pty Limited, which operates approximately 600 transmission tower sites, the largest broadcasting tower network in Australia. Most of Broadcast Australia’s revenues are earned under long-term contracts with government-owned broadcasters. These contracts accounted for 87% of MCG’s total revenues in its fiscal year ended June 30, 2004. MCG seeks to provide its investors with sustainable dividend yields and to grow through investments in communications infrastructure businesses globally.

          South East Water. We will purchase 17.5% of the holding company that owns South East Water, or SEW, a utility in southeastern England that is the sole provider of water to almost 600,000 households and industrial customers. A U.K. government agency regulates the prices that SEW is allowed to charge for its services. These prices are designed to enable SEW to earn sufficient revenues to recover operating costs, capital infrastructure renewal and taxes, and to generate a return on invested capital, while creating incentives for SEW to operate efficiently. Prices are set every five years for the upcoming five-year period. Under this regulatory system, SEW has stable and predictable profits. A controlling interest in SEW is held by the Macquarie European Infrastructure Fund, which is managed by an affiliate of our Manager.

Industry

          We intend to focus on the ownership and operation of infrastructure businesses with the following types of long-life physical assets:

• “user pays” assets, such as airport-related infrastructure and roads, whose revenues are derived from a per use charge;

• contracted assets, such as communications towers and district energy systems, a majority of the revenues of which are derived from long-term contracts with governments or other businesses; and

• regulated assets, such as water, gas and electric utilities, that are the sole or predominant providers of an essential service and whose prices are typically regulated by the government.

By their nature, these businesses have sustainable and growing long-term cash flows due to consistent customer demand for their basic, everyday services and the businesses’ strong competitive position. The strong competitive position of these businesses results from high barriers to entry, including:

• high initial development and construction costs;

• difficulty in obtaining suitable land;

• required government approvals, which may be difficult and time consuming to obtain; and

• long-term exclusive concessions and customer contracts.

We will not seek to acquire infrastructure businesses that face significant competition, such as merchant electricity generation facilities.

Strategy

          We have two primary strategic objectives: to improve and expand the operations of our initial businesses; and to acquire businesses in other attractive infrastructure sectors. Our association with the Macquarie Group is a key component of our strategy.

Operational Strategy

          We will rely on the Macquarie Group’s demonstrated expertise and experience in the management of infrastructure businesses to execute our operational strategy. In managing infrastructure businesses, the Macquarie Group (1) recruits and incentivizes talented operational management teams, (2) instills financial management discipline consistently across the businesses, (3) sources and executes acquisitions and (4) structures and arranges debt financing for the businesses to maximize returns to shareholders.

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          We plan to increase the cash generated by our initial businesses through initiatives to grow revenues and improve profit margins by:

• Improving and expanding our existing marketing programs. We intend to further expand these programs in our airport services and airport parking businesses.

• Making selective capital expenditures to expand certain operations. We believe there are opportunities to earn attractive returns from capital expenditures within our businesses to improve facilities and expand capacity, such as in our district energy business.

• Strengthening our competitive position through complementary acquisitions. We will actively pursue complementary acquisitions. We believe that complementary acquisitions will improve our overall performance by leveraging our brands and marketing programs, providing cost synergies and making our debt raising more cost efficient.

Acquisition Strategy

          We will rely on the Macquarie Group’s acquisition and financing expertise to identify and make attractive acquisitions in the infrastructure sector, in which opportunities often are not widely offered, well understood or properly valued.

          We intend to acquire infrastructure businesses and investments in sectors other than those sectors in which our initial businesses operate and where we expect attractive returns. While we intend to focus on the United States, we will also consider opportunities in other developed countries. Generally, we will seek to acquire controlling interests, but we may acquire minority positions in businesses in attractive sectors where those acquisitions generate immediate dividends and where our partners have similar objectives to our own.

          We believe that opportunities to acquire these types of infrastructure businesses from private sector owners will increase as vertically integrated owners of infrastructure restructure for competitive, financial or regulatory reasons. We also believe that the continuation of the trend toward the privatization of infrastructure assets will lead to acquisition opportunities.

Our Manager

          Management. The company will enter into a management services agreement with our Manager, which will manage our day-to-day operations and affairs and will oversee the management teams of our operating businesses. Neither the trust nor the company will have any employees. Our Manager has assigned, or seconded, to the company on a permanent and wholly dedicated basis, two of its employees to assume the offices of chief executive officer and chief financial officer and will make other personnel available as required. The services performed for the company will be provided at our Manager’s cost, including the compensation of our seconded officers. Each of our initial businesses has seasoned management teams who have day-to-day responsibility for enhancing the operations of their respective businesses and who will be responsible for profitability and internal growth.

          Compensation. We will pay our Manager a management fee based primarily on our market capitalization. In addition, to incentivize our Manager to maximize shareholder returns, we will pay performance fees to our Manager equal to 20% of the outperformance, if any, of quarterly total returns to our shareholders compared to a benchmark index, provided that total shareholder returns for the quarter are positive.

          Our Manager’s Investment. Our Manager has agreed to purchase from us, concurrently with the closing of this offering in a separate private placement, the number of shares at a per share price equal to the initial public offering price, with a total price of $35 million. The Manager has agreed with us that it will not sell these shares until one year after the closing of this offering. Thereafter, it may sell up to 50% of these shares beginning on the first anniversary of the closing of this offering and the balance beginning on the third anniversary of the closing of this offering. We have agreed to file a shelf registration statement as promptly as practicable following the first anniversary of the closing of this offering to cover these

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shares, as well as any additional shares purchased by the Manager upon the reinvestment of any of its management fees.

Corporate Structure

      The board of directors of the company will include three independent directors and one director appointed by our Manager. The company, directly or through its wholly owned subsidiaries, will purchase and own:

•  North America Capital Holding Company, or North America Capital, the holding company that indirectly owns Atlantic, which in turn, has entered into a purchase agreement to expand its existing business by acquiring General Aviation Holdings, LLC or GAH, the holding company that indirectly owns two FBOs;

•  Macquarie Airports North America Inc., or MANA, the holding company that indirectly owns AvPorts;

• Macquarie Americas Parking Corporation, or MAPC, the holding company that will indirectly own 87.1% of Macquarie Parking;

•  Macquarie District Energy Holdings LLC, or MDEH, the holding company that indirectly owns Thermal Chicago and a 75% controlling interest in Northwind Aladdin;

• 50% of Connect M1-A1 Holdings Limited, or CHL, the holding company that owns all the capital stock of the holder of the government concession to operate Yorkshire Link;

• approximately 11.9% of the securities of MCG; and

• 17.5% of Macquarie Luxembourg Water SarL, the holding company for SEW.

Corporate Information

          Macquarie Infrastructure Company Trust is a Delaware statutory trust formed in April 2004. Macquarie Infrastructure Company LLC is a Delaware limited liability company formed in April 2004. Our principal executive offices are located at 600 Fifth Avenue, 21st Floor, New York, New York 10020, and our telephone number is (212) 548-6538.

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The Offering

Shares Offered by Us	shares
Shares Outstanding after the Offering	shares
Use of Proceeds	We estimate that our net proceeds from this offering without exercise of the overallotment option will be approximately $               million. We intend to use these net proceeds and the $35 million of proceeds from the private placement to our Manager to
	• pay the purchase price and related costs of our acquisitions of our initial businesses and investments, and
	• pay the transaction costs related to this offering.
Dividend Policy	We intend to declare and pay regular quarterly cash distributions on all outstanding shares. We intend to declare and pay an initial quarterly distribution for the quarter ending March 31, 2005 of $           per share. We also intend to pay an initial distribution, pro rated for the period from the completion of this offering to December 31, 2004, at the same rate as such initial quarterly distribution. We have set this initial dividend on the basis of current results of operations of our initial businesses and initial investments, all of which have significant operating histories, and our desire to provide sustainable and then increasing levels of distributions to our investors. The declaration and payment of our initial distribution, initial quarterly distribution and, if declared, the amount of any future distribution will be subject to a decision of the company’s board of directors, which will include a majority of independent directors.
U.S. Federal Income Tax Considerations	Subject to the discussion below in “Material U.S. Federal Income Tax Considerations,” the trust will be classified as a grantor trust for U.S. federal income tax purposes. As a result, for U.S. federal income tax purposes, you generally will be treated as the beneficial owner of a pro rata portion of the interests in the company held by the trust. The company will be classified as a partnership for U.S. federal income tax purposes, provided that it is not characterized as a corporation by virtue of being a “publicly traded partnership” within the meaning of Section 7704(b) of the Internal Revenue Code of 1986, as amended (or the Code). We anticipate that neither the company nor the trust will be characterized as a corporation under Section 7704(b) of the Code and, as a result, that we will be classified as a partnership. Accordingly, neither the company nor the trust will incur U.S. federal income tax liability; rather, each beneficial owner of shares of trust stock

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	will be required to take into account its allocable share of our income, gain, loss, deduction and other items for our taxable year ending with or within its taxable year.
	To the extent that the company receives dividend income that qualifies for the lower rate of tax applicable to long-term capital gains, holders of shares of trust stock who satisfy certain holding period requirements will recognize dividend income that qualifies for the lower rate of tax (maximum of 15%).
	For purposes of a holder’s determination of whether such holder satisfies the income requirements necessary to qualify as a regulated investment company for U.S. federal income tax purposes, the company anticipates that substantially all of such holder’s distributive share of our income during each year will be a type of income described in Section 851(b)(2) of the Code.
	The company also will not be treated as “engaged in a trade or business within the United States” and therefore it should not realize income that would be treated as effectively connected with the conduct of a trade or business within the United States.
	Please refer to the “Material U.S. Federal Income Tax Considerations” section below for information on the potential U.S. federal income tax consequences of the purchase, ownership and disposition of shares of trust stock.
Risk Factors	See “Risk Factors” for a discussion of factors you should carefully consider before deciding to invest in the shares.

          The number of shares outstanding after the offering assumes that our Manager purchases               shares and that the underwriters’ overallotment option is not exercised. If the overallotment option is exercised in full, we will issue and sell an additional               shares.

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Summary Financial Data

          The summary financial data for Atlantic at December 31, 2002 and 2003 and for the years ended December 31, 2001, 2002 and 2003 were derived from Executive Air Support, Inc.’s audited consolidated financial statements included elsewhere in this prospectus. The summary financial data of Atlantic at June 30, 2004 and for the six months ended June 30, 2003 and 2004 were derived from Executive Air Support, Inc.’s unaudited consolidated condensed financial statements included elsewhere in this prospectus.

          The summary financial data for General Aviation Holdings, LLC, or GAH, at December 31, 2003 and for the year ended December 31, 2003 were derived from GAH’s audited consolidated financial statements included elsewhere in this prospectus. The summary financial data of GAH at June 30, 2004 and for the six months ended June 30, 2003 and 2004 were derived from GAH’s unaudited consolidated condensed financial statements included elsewhere in this prospectus.

          The summary financial data for Macquarie Airports North America Inc., or MANA, also referred to as AvPorts, for the year ended December 31, 2001, and for the period January 1, 2002 to November 5, 2002, are derived from the audited consolidated statements of Amports Aviation Division (a division of American Port Services Inc.), or the predecessor, included elsewhere in this prospectus. The summary financial data for MANA for the period June 28, 2002 (inception) to December 31, 2002 were derived from the unaudited financial statements of MANA. The summary financial data for MANA for the year ended December 31, 2003 were derived from a combination of the audited consolidated financial statements of MANA from April 1, 2003 to December 31, 2003, which are included elsewhere in this prospectus, and the unaudited financial statements of MANA for the period January 1, 2003 to March 31, 2003. The summary financial data for MANA at June 30, 2004 and for the six months ended June 30, 2003 and 2004 are derived from unaudited condensed consolidated financial statements included elsewhere in this prospectus.

          The summary financial data for Macquarie Parking for the year ended December 31, 2001 and for the period from January 1, 2002 to December 18, 2002 are derived from the audited consolidated statements of operations of Off-Airport Parking Operations of PCA Parking Company of America, LLC, or the predecessor, included elsewhere in this prospectus. The summary financial data for Macquarie Parking for the period from July 23, 2002 to December 31, 2002 and for the year ended December 31, 2003 and at December 31, 2002 and 2003 are derived from the audited consolidated financial statements of Macquarie Parking, included elsewhere in this prospectus. The summary financial data for Macquarie Parking at June 30, 2004 and for the six months ended June 30, 2003 and 2004 are derived from unaudited condensed consolidated financial statements included elsewhere in this prospectus.

          The summary financial data for Thermal Chicago at December 31, 2002 and 2003 and for the years ended December 31, 2001, 2002 and 2003 were derived from Thermal Chicago’s audited consolidated financial statements included elsewhere in this prospectus. The summary financial data of Thermal Chicago at June 30, 2004 and for the six months ended June 30, 2003 and 2004 were derived from Thermal Chicago’s unaudited consolidated financial statements included elsewhere in this prospectus.

          The summary financial data for Northwind Aladdin at December 31, 2002 and 2003 and for the years ended December 31, 2001, 2002 and 2003 were derived from Northwind Aladdin’s audited consolidated financial statements included elsewhere in this prospectus. The summary financial data for Northwind Aladdin at June 30, 2004 and for the six months ended June 30, 2003 and 2004 are derived from unaudited condensed consolidated financial statements included elsewhere in this prospectus.

          The summary financial data for CHL at March 31, 2003 and 2004 and for the years ended March 31, 2002, 2003 and 2004 were derived from the audited financial statements included elsewhere in this prospectus. We own indirectly 50% of CHL and accordingly will account for this business under the equity method of accounting.

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          The following summary financial data represent the historical financial information for Atlantic, GAH, AvPorts Macquarie Parking, Thermal Chicago, Northwind Aladdin and CHL and do not reflect the accounting for these businesses upon completion of the acquisitions and the operation of the businesses as a consolidated entity. You should read this information with the financial statements and related notes, the unaudited condensed combined pro forma financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

								Six Months Ended
	Year Ended December 31,							June 30,
Atlantic	2001			2002		2003		2003		2004
	($ in thousands)
Statements of Operations Data:
Revenue	$	60,344		$	68,591	$	77,849	$	38,518	$	48,923
Operating income		6,108			13,380		16,205		8,213		9,126
Income (loss) from continuing operations		(547	)		4,942		6,045		3,476		1,017

							At
	At December 31,						June 30,
	2002			2003			2004
	($ in thousands)
Balance Sheet Data:
Total assets	$	128,836		$	135,210		$	136,541
Total liabilities		74,968			75,369			75,183
Preferred stock		64,099			64,099			64,099
Stockholders’ deficit		(10,231	)		(4,258	)		(2,741	)

	Year Ended			Six Months Ended
	December 31,			June 30,
GAH(1)	2003			2003			2004
	($ in thousands)
Statements of Operations Data:
Revenue	$	17,564		$	9,307		$	11,015
Operating income		1,450			242			2,346
Net income (loss)		(653	)		(660	)		1,146

	At		At
	December 31,		June 30,
	2003		2004
	($ in thousands)
Balance Sheet Data:
Total assets	$	25,653	$	26,598
Note payable to members		20,000		20,000
Total liabilities		21,452		21,848
Members’ redeemable interest		4,086		4,622
Members’ equity		114		128

(1)  Excluding the La Quinta FBO not being acquired.

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AvPorts

				Predecessor		Successor															Six Months
		Predecessor		January 1,		June 28,			Combined			January 1,			April 1,			Combined			Ended
		Year Ended		2002 to		2002 to			Year Ended			2003 to			2003 to			Year Ended			June 30,
		December 31,		November 5,		December 31,			December 31,			March 31,			December 31,			December 31,
		2001		2002		2002			2002			2003			2003			2003			2003			2004
		($ in thousands)
Statement of Operations Data:
	Revenue	$	28,936	$	28,619	$	5,158		$	33,777		$	9,885		$	27,130		$	37,015		$	18,468		$	22,372
	Operating income		1,948		3,582		(916	)		2,666			151			415			566			97			807
	Net income (loss)		180		1,267		(1,506	)		(246	)		(24	)		(2,482	)		(2,506	)		(1,027	)		(702	)

	At		At
	December 31,		June 30,
	2003		2004
	($ in thousands)
Balance Sheet Data:
Total assets	$	59,779	$	56,924
Total liabilities		52,782		52,614
Stockholders’ equity		6,997		4,310

								Macquarie						Macquarie Parking
					Predecessor			Parking			Macquarie			Six Months
		Predecessor			Period from			from July 23,			Parking			Ended
		Year Ended			January 1 to			2002 to			Year Ended			June 30,
		December 31,			December 18,			December 31,			December 31,
Macquarie Parking		2001			2002			2002(1)			2003(2)			2003			2004(2)
		($ in thousands)
Statement of Operations Data:
	Revenue	$	20,541		$	20,524		$	525		$	26,291		$	9,230		$	25,214
	Operating income		3,200			4,184			(556	)		1,730			865			3,731
	Net loss		(4,042	)		(6,727	)		(636	)		(5,000	)		(835	)		(97	)

					At
	At December 31,				June 30,
	2002		2003(2)		2004(2)
	($ in thousands)
Balance Sheet Data:
Total assets	$	85,502	$	155,143	$	156,011
Total liabilities		62,644		136,372		136,578
Shareholders’ equity		22,307		12,421		12,230

(1)	Established on July 23, 2002, operations began December 19, 2002 with the acquisition of the predecessor.
(2)	Includes Avistar, which was acquired on October 1, 2003.

	Year Ended								Six Months Ended
	December 31,								June 30,
Thermal Chicago	2001			2002			2003		2003		2004
	($ in thousands)
Statements of Operations Data:
Revenue	$	24,182		$	29,176		$	29,964	$	12,617	$	14,106
Operating income		4,211			5,133			7,565		3,580		2,976
Net income (loss)		(5,980	)		(1,344	)		2,807		835		(3,823	)

						At
		At December 31,				June 30,
		2002		2003		2004
	($ in thousands)
Balance Sheet Data:
Total assets		$	121,827	$	122,978	$	98,124
Total liabilities			119,061		117,404		18,839
Stockholders’ equity			2,766		5,573		79,285

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		Year Ended									Six Months Ended
		December 31,									June 30,
Northwind Aladdin		2001			2002			2003			2003			2004
		($ in thousands)
Statement of Operations Data:
	Revenue	$	3,597		$	3,293		$	2,981		$	1,308		$	1,380
	Operating profit (loss)		(454	)		(1,320	)		(258	)		(26	)		(11	)
	Net income (loss)		802			(619	)		525			316			465

						At
		At December 31,				June 30,
		2002		2003		2004
	($ in thousands)
Balance Sheet Data:
Total assets		$	41,563	$	40,679	$	40,582
Total liabilities			39,115		37,361		30,817
Stockholders’ equity			2,448		3,318		9,764

	Year Ended March 31,
CHL	2002		2003			2004
	(£ in thousands)
Statement of Operations Data:
Revenue		£46,051		£45,267			£46,284
Operating income		33,895		32,618			32,425
Net income (loss)		4,549		(2,113	)		11,082

	At March 31,
	2003			2004
	(£ in thousands)
Balance Sheet Data:
Total assets		£297,799			£286,573
Total liabilities		348,742			329,098
Shareholders’ deficit		(50,943	)		(42,525	)

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RISK FACTORS

          An investment in the shares involves a number of risks. You should carefully read and consider the risks described below before investing in our shares. Any of these risks could result in a significant or material adverse effect on our results of operations or financial condition and a corresponding decline in the market price of the shares. You could lose all or part of your investment.

Risks Related to Our Business

We have no previous operating history and we may not be able to successfully manage our initial businesses on a combined basis.

          We were formed in April 2004 and have conducted no operations and have generated no revenues to date. We will use the proceeds of this offering to acquire our initial businesses and investments for cash from the Macquarie Group, infrastructure investment vehicles managed by the Macquarie Group, or third parties. Our initial businesses have never been operated as a combined company. As a result, if we do not develop effective systems and procedures, including accounting and financial reporting systems, to manage our operations, we may not be able to manage the combined enterprise on a profitable basis. In addition, the pro forma condensed combined financial statements of our initial businesses cover periods during which most of our initial businesses were not under common control or management and, therefore, may not be indicative of our future financial condition or operating results.

In the event of the underperformance of our Manager, we may be unable to remove our Manager, which could limit our ability to improve our performance and could adversely affect the market price of the shares of trust stock.

          Under the terms of the management services agreement, our Manager must significantly underperform in order for the management services agreement to be terminated. The company’s board of directors cannot remove our Manager unless:

•  our shares underperform a benchmark index by more than the greater of 30% in relative terms or 2.5% in absolute terms in 16 out of 20 quarters prior to and including the most recent full quarter, and the holders of a minimum of 66 2/3% of the outstanding trust stock (excluding any shares of trust stock owned by our Manager or any of its affiliates) vote to remove our Manager;

• our Manager materially breaches the terms of the management services agreement and such breach continues unremedied for 60 days after notice;

•  our Manager acts with gross negligence, willful misconduct, bad faith or reckless disregard of its duties in carrying out its obligations under the management services agreement, or engages in fraudulent or dishonest acts; or

• our Manager experiences certain bankruptcy events.

          Our Manager’s performance will be measured not only based upon the market price of our shares but also based upon the market performance of our shares against the benchmark index. As a result, even if the absolute performance of the market price of our shares does not meet expectations, the company’s board of directors cannot remove our Manager unless the market performance of our shares also significantly underperforms the benchmark index. If we were unable to remove our Manager in these circumstances, the market price of the shares of trust stock could be negatively affected.

The terms of the acquisition agreements with respect to our initial businesses and investments, the management services agreement and the registration rights agreement with respect to our Manager’s investment were negotiated without independent assessment on our behalf, and these terms may be less advantageous to us than if they had been the subject of arm’s-length negotiations.

          The terms and pricing of the agreements with respect to our acquisitions of our initial businesses and investments from the Macquarie Group and investment vehicles managed by the Macquarie Group

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and the terms of the management services agreement and registration rights agreement which we intend to enter into were negotiated among Macquarie Group affiliated entities in the overall context of this offering. There was no review by unaffiliated third parties, including the company’s independent board members, on our behalf of the pricing or the terms of the agreements which we have entered into or intend to enter into. As a result, provisions of these agreements may be less favorable to the company than they might have been had they been produced by arm’s-length transactions between unaffiliated third parties.

Our Manager can resign on 90 days’ notice and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations which could adversely affect our financial results and negatively impact the market price of the shares.

          Our Manager has the right, under the management services agreement, to resign at any time on 90 days’ notice, whether we have found a replacement or not. Australian banking regulations that govern the operations of Macquarie Bank Limited and all of its subsidiaries, including our Manager, require that subsidiaries of Australian banks providing management services have these resignation rights.

          If our Manager resigns, we may not be able to find a new external manager or hire internal management with similar expertise within 90 days to provide the same or equivalent services on acceptable terms, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our financial results could be adversely affected, perhaps materially, and the market price of our shares may decline. In addition, the coordination of our internal management, acquisition activities and supervision of our businesses and investments are likely to suffer if we were unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by our Manager and its affiliates.

          Furthermore, if our Manager resigns, the trust and the company, as well as each of their direct and indirect subsidiaries, will be required to change their names to remove any reference to “Macquarie.” This may cause the value of the company and the market price of the trust stock to decline.

Our holding company structure may limit our ability to make regular distributions to our shareholders because we will rely on distributions both from our subsidiaries and the companies in which we hold investments.

          We are a holding company with no operations. Therefore, we will be dependent upon the ability of our initial businesses and investments to generate earnings and cash flows and distribute them to us in the form of dividends and upstream debt payments to our expenses and to make distributions to our shareholders. The ability of our operating subsidiaries and the businesses in which we will hold investments to make distributions to us is subject to limitations under the terms of certain of their debt agreements and the applicable laws of their respective jurisdictions. If, as a consequence of these various limitations and restrictions, we are unable to generate sufficient distributions from our businesses and investments, we may not be able to declare or may have to delay or cancel payment of distributions on our shares.

Our initial businesses and the businesses in which we will initially invest have substantial indebtedness, which could inhibit their operating flexibility.

          The company will initially have no debt. As of June 30, 2004, on a consolidated pro forma basis, we had total long-term debt of $459 million. All of this debt is at the subsidiary level and has recourse only to the relevant subsidiary. The companies in which we will have initial investments also have debt. The ability of each of our initial businesses and investments to meet their respective debt service obligations and to repay their outstanding indebtedness will depend primarily upon cash produced by that business.

          This indebtedness could have important consequences, including:

• limiting the payment of dividends and distributions to us;

• increasing the risk that our subsidiaries and the companies in which we will hold investments might not generate sufficient cash to service their indebtedness;

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• limiting our ability to use operating cash flow in other areas of our businesses because our subsidiaries or the companies in which we will hold investments must dedicate a substantial portion of their operating cash flow to service their debt;

• limiting our and our subsidiaries’ ability to borrow additional amounts for working capital, capital expenditures, debt services requirements, execution of our internal growth strategy, acquisitions or other purposes; and

• limiting our ability to capitalize on business opportunities and to react to competitive pressures or adverse changes in government regulation.

          If any of our subsidiaries or the companies in which we will hold initial investments is unable to comply with the terms of its respective debt agreements, it may be required to refinance a portion or all of its debt or to obtain additional financing. It may be unable to refinance or obtain additional financing because of its high levels of debt and the debt incurrence restrictions under its debt agreements. It may be forced to default on its debt obligations if cash flow is insufficient and refinancing or additional financing is unavailable, and as a result, the relevant debt holders may accelerate the maturity of their obligations.

We own minority interests in our initial investments and may acquire similar minority interests in future investments, and consequently cannot exercise significant influence over their business or the level of their distributions to us, which could adversely affect our results of operations and our ability to generate cash and make distributions.

          We will own minority positions in the investments in MCG and SEW and have limited legal rights to influence the management of those businesses or any other businesses in which we make minority investments. MCG is managed by an affiliate of our Manager and SEW is majority owned by an entity that is managed by an affiliate of our Manager. These entities may develop different objectives than we have and may not make distributions to us at levels that we anticipate. Our inability to exercise significant influence over the operations, strategies and policies of the businesses in which we will have, or may acquire following this offering, a minority interest means that decisions could be made that could adversely affect our results and our ability to generate cash and distribute dividends.

Our cash flows may be negatively affected by our failure to consummate the acquisitions of our initial businesses and investments as anticipated.

          We have entered into agreements to acquire our initial businesses and investments. The closings of these acquisitions are subject to the receipt of third-party consents and the satisfaction of various conditions precedent described under “The Acquisition of Our Initial Businesses and Investments.” Accordingly, we may not be able to consummate the acquisition of some or all of our initial businesses or investments in a timely manner or at all. In the event our acquisitions of some or all of our initial businesses or investments is delayed or does not occur at all, we intend to use the funds that were intended for those acquisitions to buy or invest in other infrastructure businesses in accordance with our acquisition strategy. Pending application of the funds, we plan to invest them in cash or U.S. government obligations. As a consequence, we may not be able to earn a sufficient return on the funds reserved for any such acquisition to replace the anticipated cash flows of those businesses or investments.

Our ability to acquire additional infrastructure businesses is subject to factors beyond our control and, as a result, we may not be able to successfully execute our acquisition strategy due to higher acquisition prices and fewer opportunities.

          A major component of our strategy is to acquire additional infrastructure businesses both within the sectors in which we will initially operate and in sectors where we will initially have no presence. Acquisitions involve a number of special risks, including failure of the acquired business to achieve expected results, failure to identify material risks or liabilities associated with the acquired business prior to its acquisition, diversion of our management’s attention, and the failure to retain key personnel of the acquired business, some or all of which could have a material adverse effect on our business, cash flow and ability to pay dividends. We expect to face competition for acquisition opportunities, and some of our

14

competitors may have greater financial resources or access to financing on more favorable terms than we will. This competition may limit our acquisition opportunities, may lead to higher acquisition prices or both. While we expect that our relationship with the Macquarie Group will help us in making acquisitions, we cannot assure you that anticipated benefits will be realized.

We may not be able to successfully fund future acquisitions of new infrastructure businesses due to the unavailability of debt or equity financing on acceptable terms, which could impede the implementation of our acquisition strategy and negatively impact our business.

          In order to make acquisitions, we will generally require funding from external sources. Since the timing and size of acquisitions cannot be readily predicted, we may need to be able to obtain funding on short notice to benefit fully from attractive opportunities. Debt to fund an acquisition may not be available on short notice or may not be available on terms acceptable to us. In addition, the level of our subsidiary indebtedness will impact our ability to borrow at the holding company level. We intend to fund the balance of the consideration for future acquisitions through the issuance of additional shares. If our shares do not maintain a sufficient market value, issuance of new shares may result in dilution of our then-existing shareholders. Alternatively, we may not be able to complete the issuance of the required amount of shares on short notice or at all due to a lack of investor demand for the shares at prices that we consider to be in the interests of then-existing shareholders. As a result of a lack of funding, we may not be able to pursue our acquisition strategy successfully.

Many of our initial businesses and investments are, and our future businesses and investments may be, operated pursuant to government licenses, leases, concessions or contracts which are generally very complex and may result in a dispute over interpretation or enforceability. Our failure to comply with regulations or concessions could subject us to monetary penalties or result in a revocation of our rights to operate the affected business.

          Many of our initial businesses and initial investments (such as our airport services business, our district energy business, our toll road business and SEW) are, and our future businesses and investments may be, subject to substantial regulation by governmental agencies. In addition, their operations do and may rely on government licenses, concessions, leases or contracts that are generally very complex and may result in a dispute over interpretation or enforceability. In addition, if we fail to comply with these regulations or contractual obligations, we could be subject to monetary penalties or we may lose our rights to operate the affected business, or both. Where our ability to operate an infrastructure business is subject to a concession or lease from the government, the concession or lease may restrict our ability to operate the business in a way that maximizes cash flows and profitability. The lease or concession may also contain clauses more favorable to the government counterparty than a typical commercial contract. For instance, the lease or concession may enable the government to terminate the lease or concession in certain circumstances without requiring them to pay adequate compensation. In addition, government counterparties also may have the discretion to change or increase regulation of our operations, or implement laws or regulations affecting our operations, separate from any contractual rights they may have. Governments have considerable discretion in implementing regulations that could impact these businesses, and because our businesses provide basic, everyday services, and face limited competition, governments may be influenced by political considerations and may make decisions that adversely affect our businesses.

Governmental agencies may determine the prices we charge and may be able to restrict our ability to operate our business to maximize profitability.

          Where our business is the sole or predominant service provider in its service area and provides services that are essential to the community, such as SEW, it is subject to rate regulation that will determine the prices it may charge. We may be subject to unfavorable price determinations that may be final with no right of appeal or which, despite a right of appeal, as in the case of SEW, could result in our profits being negatively affected. Businesses and investments we acquire in the future may also be subject to rate regulation.

15

Our results are subject to quarterly and seasonal fluctuations that may adversely affect the market price of our shares.

          Our airport services business, airport parking business and district energy business can be subject to seasonal variations. Our airport services business, airport parking business and district energy businesses generally experience greater revenues and profitability in the summer months, although the causes of seasonality are specific to each of these businesses. Accordingly, our operating results for any particular quarter may not be indicative of the results that can be expected for any other quarter or for the entire year and this may adversely affect the market price of our shares.

The ownership of businesses and investments located outside of the United States exposes us to currency exchange risks that may result in a decrease in the carrying value of our investments and a decrease in the amount of distributions we receive from our businesses and investments, which could negatively impact our results of operations.

          Our interests in CHL, MCG and SEW will be subject to risk from fluctuations in currency exchange rates, as the reporting currencies of CHL and SEW are Pounds Sterling, and the reporting currency of MCG is Australian dollars. We expect to receive distributions from CHL, MCG and SEW denominated in these currencies. Fluctuations in the currency exchange rates for Pounds Sterling and Australian dollars against the U.S. dollar resulting in losses from any such fluctuations will be reflected in our results. A strengthening of the U.S. dollar against these currencies would reduce the U.S. dollar amount of the distributions we receive from these foreign operations.

Certain provisions of the management services agreement, the operating agreement of the company and the trust agreement make it difficult for third parties to acquire control of the trust and the company and could deprive you of the opportunity to obtain a takeover premium for your shares.

          In addition to the limited circumstances in which our Manager can be terminated under the terms of the management services agreement, the management services agreement provides that in circumstances where the trust stock ceases to be listed on a recognized U.S. exchange or on the Nasdaq National Market as a result of the acquisition of trust stock by third parties in an amount that results in the trust stock ceasing to meet the distribution and trading criteria on such exchange or market, the Manager has the right to either propose an alternate fee structure and remain our Manager or terminate the management services agreement and be paid a substantial termination fee.

          The operating agreement of the company, which we refer to as the LLC agreement, and the trust agreement contain a number of provisions that could have the effect of making it more difficult for a third party to acquire, or discourage a third party from acquiring, control of the trust and the company. These provisions include:

•  restrictions on the company’s ability to enter into certain transactions with our major shareholders, with the exception of our Manager, based on the limitation contained in Section 203 of the Delaware General Corporation Law;

• allowing only the company’s board of directors to fill vacancies, including newly created directorships and requiring that directors may be removed only for cause and a shareholder vote of 66 2/3%;

• requiring that only the company’s board of directors may call a special meeting of our shareholders;

• prohibiting shareholders from taking any action by written consent;

• establishing advance notice requirements for nominations of candidates for election to the company’s board of directors or for proposing matters that can be acted upon by our shareholders at a shareholders meeting;

• having a substantial number of additional shares of authorized but unissued trust stock;

16

• providing the company’s board of directors with broad authority to amend the LLC agreement and the trust agreement; and

• requiring that any person who acquires ten percent or more of the shares of trust stock in this offering or is the beneficial owner of ten percent or more of our shares in the future make a number of representations to the City of Chicago in its standard form of Economic Disclosure Statement, or EDS, the current form of which is filed as an exhibit to the registration statement of which this prospectus forms a part.

Macquarie Parking and AvPorts have a substantial amount of senior debt due to mature in 2006 and 2007, respectively. The inability to extend, refinance or repay these debts when due would have a material adverse effect on those businesses. In addition, if interest rates increase, the cost of servicing any debt that Macquarie Parking and AvPorts raise to refinance the maturing debts will increase, reducing their profitability and ability to distribute dividends to us.

          Macquarie Parking has $126 million of senior debt due in 2006 and AvPorts has $36 million of senior debt due in 2007. These loans will have to be extended or refinanced on the respective dates or repaid. We cannot assure you that replacement loans will be available. If available, replacement loans may only be available at substantially higher interest rates or margins or with substantially more restrictive covenants. Either event may limit the operational flexibility of the businesses and their ability to upstream dividends and distributions. We also cannot assure you that we or the other owners of Macquarie Parking will be able to make capital contributions to repay some or all of the debts if required. If Macquarie Parking or AvPorts are unable to repay their debts when due, they would become insolvent. If interest rates increase, Macquarie Parking and AvPorts will pay higher rates of interest on any debts that they raise to refinance the senior debts, thereby reducing their profitability and, consequently, having an adverse impact on their ability to distribute dividends to us.

Our initial businesses and investments have environmental risks that may impact our future profitability.

          The operations of our initial businesses and investments are subject to numerous statutes, rules and regulations relating to environmental protection. In particular, our airport services business is subject to environmental protection requirements relating to the storage, transport, pumping and transfer of fuel, and our district energy business is subject to requirements relating mainly to its handling of significant amounts of hazardous materials. Certain statutes, rules and regulations might also require that our businesses address possible prior or future environmental contamination, including soil and groundwater contamination, that results from the spillage of fuel, hazardous materials or other pollutants.

          Under various federal, state, local and foreign environmental statutes, rules and regulations, a current or previous owner or operator of real property may be liable for noncompliance with applicable environmental and health and safety requirements and for the costs of investigation, monitoring, removal or remediation of hazardous materials. These laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of hazardous materials. The presence of these hazardous materials on a property could also result in personal injury or property damage or similar claims by private parties.

          Persons who arrange for the disposal or treatment of hazardous materials may also be liable for the costs of removal or remediation of those materials at the disposal or treatment facility, whether or not that facility is or ever was owned or operated by that person.

          Any liability resulting from noncompliance or other claims relating to environmental matters could have a material adverse effect on our results of operations, financial condition, liquidity and prospects.

17

We are dependent on certain key personnel, and the loss of key personnel, or the inability to retain or replace qualified employees, could have an adverse effect on our business, financial condition and results of operations.

          We intend to operate our initial businesses on a stand-alone basis, relying on existing management teams for day-to-day operations. Consequently, our operational success, as well as the success of our internal growth strategy, will be dependent on the continued efforts of the management teams of our initial businesses, who have extensive experience in the day-to-day operations of these businesses. Furthermore, we will likely be dependent on the operating management teams of businesses that we may acquire in the future. The loss of key personnel, or the inability to retain or replace qualified employees, could have an adverse effect on our business, financial condition and results of operations.

Risks Related to Taxation

Shareholders may be subject to taxation on their share of our taxable income, whether or not they receive cash distributions from us.

          Shareholders may be subject to U.S. federal income taxation and, in some cases, state, local, and foreign income taxation on their share of our taxable income, whether or not they receive cash distributions from us. Shareholders may not receive cash distributions equal to their share of our taxable income or even the tax liability that results from that income. In addition, if we invest in the stock of a controlled foreign corporation (or if one of the corporations in which we invest becomes a controlled foreign corporation, an event which we cannot control), we may recognize taxable income, which shareholders will be required to take into account in determining their taxable income, without a corresponding receipt of cash to distribute to them.

If we fail to satisfy the “qualifying income” exception, all of our income, including income derived from our non-U.S. assets, will be subject to an entity-level tax in the United States, which could result in a material reduction in our shareholders’ cash-flow and after-tax return and thus could result in a substantial reduction in the value of our shares.

          The company will be treated as a partnership for U.S. federal income tax purposes, provided that it is not characterized as a corporation by virtue of being a “publicly traded partnership” within the meaning of Section 7704(b) of the Internal Revenue Code of 1986, as amended, or the Code. The company will not be characterized as a corporation under that provision so long as 90% or more of the company’s gross income in each of its taxable years constitutes “qualifying income,” within the meaning of Section 7704(d) of the Code. We anticipate that more than 90% of the income recognized by the company during each of its taxable years will consist of dividends, interest and capital gains from stocks or bonds, each of which generally constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. If we fail to satisfy the “qualifying income” exception described above, items of income and deduction would not pass through to shareholders and shareholders would be treated for U.S. federal (and certain state and local) income tax purposes as shareholders in a corporation. In such case, we would be required to pay income tax at regular corporate rates on all of our income, including income derived from our non-U.S. assets. In addition, we would likely be liable for state and local income and/or franchise taxes on all of such income. Distributions to shareholders would constitute ordinary dividend income taxable to such shareholders to the extent of the company’s earnings and profits, and the payment of these dividends would not be deductible by the company. Taxation of the company as a corporation could result in a material reduction in a shareholder’s cash flow and after-tax return and thus could result in a substantial reduction of the value of the shares.

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The current treatment of qualified dividend income and long-term capital gains under current U.S. federal income tax law may be adversely affected, changed or repealed in the future. Further, should the dividends we receive from CHL, MCG and SEW no longer be treated as qualified dividend income, your distributive share of any dividends we receive from such companies will be taxed at the tax rates generally applicable to ordinary income, which could negatively impact your after-tax return.

          Under current law, qualified dividend income and long-term capital gains are taxed to non-corporate investors at a maximum U.S. federal income tax rate of 15%. This tax treatment may be adversely affected, changed or repealed by future changes in tax laws at any time and is currently scheduled to expire for tax years beginning after December 31, 2008. We anticipate we will report each shareholder’s distributive share of dividends we receive from SEW as qualified dividend income, but it is possible that the Internal Revenue Service, or the IRS, may take a contrary view under existing law or that regulations or other administrative guidance interpreting the qualified dividend income provisions will prevent dividends received by the company from SEW from constituting qualified dividend income. Further, because the ownership and activities of CHL, MCG and SEW will not be within our control, each of such entities could experience a change of ownership or activities that could result in dividends we receive from such corporations no longer being considered qualified dividend income, and we will be unable to stop such a change from occurring.

Risks Related to Our Initial Businesses and Investments

Atlantic has pending litigation that may not be adequately covered by insurance or indemnity agreements could have a material adverse effect on our liquidity and financial condition.

          Two Atlantic companies, which are part of our airport services business, and one former Atlantic company are defendants in a claim brought by the families of two pilots killed in a plane crash in 2000. The plaintiffs are each seeking $100 million in punitive damages, $100 million for wrongful death and $5 million for pain and suffering. The defendant FBO operating company carries liability insurance for an amount of up to $50 million and the other two defendant companies, the current parent of the Atlantic operating company and its former subsidiary, each hold policies for coverage of up to $1 million. In addition, the sale and purchase agreement for Executive Air Support, Inc., the holding company for Atlantic, provides for a $20 million indemnity which would apply in the event of a judgment for damages against the defendant Atlantic companies. However, the selling shareholders of Executive Air Support, Inc. may not have sufficient resources to meet their indemnity obligation in the event we seek to claim an amount pursuant to this indemnification provision. We are unable at this time to estimate what the ultimate liability may be, and it is possible that we may be required to pay judgments or settlements, and incur expenses, in excess of the insurance coverage or available indemnity in aggregate amounts that would have a material adverse effect on our financial condition, results of operations or liquidity.

Any adverse development in the general aviation industry that results in less air traffic at airports we service would have a material adverse impact on our FBO business.

          A large part of the revenue at FBOs is generated from fuel sales and other services provided to general aviation customers. Air travel and air traffic volume of general aviation customers can be affected by airport-specific occurrences as well as events that have nationwide and industry-wide implications. The events of September 11, 2001 had a significant adverse impact on the aviation industry, particularly in terms of traffic volume due to forced closures. Immediately following September 11, 2001, thousands of general aviation aircraft were grounded for weeks due to the FAA’s “no-fly zone” restrictions imposed on the operation of aircraft. Airport specific circumstances include situations in which our major customers relocate their home base or preferred fueling stop to alternative locations. Additionally, the general economic conditions of the area where the airport is located will impact the ability of our FBOs to attract general aviation customers or generate fuel sales, or both. Significant increases in fuel prices may also decrease the demand for our services, including refueling services, or result in lower fuel sales margins, leading to lower operating income or profits, or both.

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          Changes in the general aviation market as a whole may adversely affect our airport services business. General aviation travel is more expensive than alternative modes of travel. Consequently, during periods of economic downturn, FBO customers may choose to travel by less expensive means, which could impact the earnings of our FBO business. Travel by commercial airlines may become more attractive for general aviation travelers if the cost of commercial airline travel decreases or if the service level improves. Under these circumstances, our FBOs may lose customers to the commercial air travel market, which may decrease our earnings.

Our FBO business is subject to a variety of competitive pressures, and the actions of competitors may have a material adverse effect on the revenues of our FBO business.

          FBO operators at a particular airport compete based on a number of factors, including location of the facility relative to runways and street access, service, value-added features, reliability and, to a lesser extent, price. Eleven of our FBOs compete with one or more FBOs at their respective airports, and, to a much lesser extent, some of our FBOs compete with FBOs at nearby airports. We cannot predict the actions of competitors who may seek to increase market share. Some present and potential competitors have or may obtain greater financial and marketing resources than we do, which may negatively impact our ability to compete at each airport.

          Our six sole provider FBOs do not generally have the right to be the sole provider of FBO services at any of our FBO locations. The authority responsible for each airport has the ability to grant other FBO leases at the airport and new competitors could be established at those FBO locations. The addition of new competitors is particularly likely if we are seen to be earning significant profits from these FBO operations. Any such actions, if successful, may reduce, or impair our ability to increase, the revenues of the FBO business.

The termination for cause or convenience of one or more of the leases would damage our airport services business significantly.

          Our airport services revenues are derived from long-term FBO leases at airports and one heliport. If we default on the terms and conditions of our leases, the relevant authority may terminate the lease without compensation, and we would then lose the income from that lease, and would be in default under our loan agreements and be obliged to repay our lenders a portion or all of our outstanding loan amount. Our leases at Chicago Midway, Philadelphia, North East Philadelphia, New Orleans International and Orange County and the Metroport 34th Street Heliport in New York City, allow the relevant authority to terminate the lease at their convenience. If the relevant authority were to terminate any of those leases, we would then lose the income from that lease and be obliged to repay our lenders a portion or all of the then outstanding loan amount.

Occupancy of Macquarie Parking’s parking facilities is dependent on the level of passenger traffic at the airports at which Macquarie Parking operates and reductions in passenger traffic could negatively impact our results of operations.

          Macquarie Parking’s parking facilities are dependent upon parking traffic primarily generated by commercial airline passengers and are therefore susceptible to competition from other airports and to disruptions in passenger traffic at the airports at which Macquarie Parking operates. For example, the events of September 11, 2001 had a significant impact on the aviation industry and, as a result, negatively impacted occupancy levels at parking facilities. In the first few days following September 11, 2001, revenue from Macquarie Parking’s parking facilities was negligible and did not fully recover until some months after the event. Other events such as wars, outbreaks of disease, such as SARS, and terrorist activities in the United States or overseas may reduce airport traffic and therefore occupancy rates. In addition, traffic at an airport at which Macquarie Parking has facilities may be reduced if airlines reduce the number of flights at that airport.

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Our airport parking business is exposed to competition from both on-airport and off-airport parking, which could slow our growth or harm our business.

          At each of the locations at which Macquarie Parking operates, it competes with both on-airport parking facilities, many of which are located closer to passenger terminals, and other off-airport parking facilities. If an airport expands its parking facilities or if off-airport parking facilities are opened or expanded, customers may be drawn away from Macquarie Parking’s sites or Macquarie Parking may have to reduce its parking rates, or both.

          Parking rates charged by Macquarie Parking at each of its locations are set with reference to a number of factors, including prices charged by competitors and quality of service by on-airport and off-airport competitors, the location and quality of the facility and the level of service provided. Additional sources of competition to Macquarie Parking’s operations may come from new or improved transportation to the airports where Macquarie Parking’s parking facilities are located. Improved rail, bus or other services may encourage Macquarie Parking’s customers not to drive to the airport and therefore negatively impact revenue.

Changes in regulation by airport authorities or other governmental bodies governing the transportation of customers to and from the airports at which Macquarie Parking operates may negatively affect our operating results.

          Macquarie Parking’s shuttle operations transport customers between the airport terminals and its parking facilities and are regulated by, and are subject to, the rules and policies of the relevant local airport authority, which may be changed at their discretion. Some airport authorities levy fees on off-airport parking operators for the right to transport customers to the terminals. There is a risk that airport authorities may restrict Macquarie Parking’s access to terminals, impede its ability to manage its shuttle operations efficiently, impose new fees or increase the fees currently levied.

          Further, the FAA and the Transportation Security Administration, or TSA, regulate the operations of all the airports at which our airport parking business has locations. The TSA has the authority to restrict access to airports as well as to impose parking and other restrictions around the airports. The TSA could impose more stringent restrictions in the future that would inhibit the ability of customers to use Macquarie Parking’s facilities.

Pursuant to the terms of a use agreement between Thermal Chicago and the City of Chicago, the City of Chicago has rights that, if exercised, could have a significant negative impact on Thermal Chicago’s business.

          In order to operate our district cooling system in downtown Chicago, Thermal Chicago has obtained the right to use certain public ways of the City of Chicago under a use agreement, which we refer to as the Use Agreement. Under the terms of the Use Agreement, the City of Chicago retains the right to use the public ways for a public purpose and has the right in the interest of public safety or convenience to cause Thermal Chicago to remove, modify, replace or relocate its facilities at our own expense. If the City of Chicago exercises these rights we could incur significant costs and our ability to provide service to our customers could be disrupted, which would have an adverse effect on our business, financial condition and results of operations. In addition, the Use Agreement is non-exclusive, and the City of Chicago is entitled to enter into use agreements with potential competitors to Thermal Chicago.

          The Use Agreement expires on December 31, 2020 and may be terminated by the City of Chicago for any uncured material breach of its terms and conditions. The City of Chicago also may require us to pay liquidated damages of $6,000 a day if Thermal Chicago fails to remove, modify, replace or relocate its facilities when required to do so, if it installs any facilities that are not properly authorized under the Use Agreement or if our district cooling system does not conform to the City of Chicago’s standards. Each of these non-compliance penalties could result in substantial financial loss or effectively shut down our district cooling system in downtown Chicago.

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          Any proposed renewal, extension or modification of the Use Agreement requires approval by the City Council of Chicago. Extensions and modifications subject to the City of Chicago’s approval include those to enable the expansion of chilling capacity and the connection of new customers to the district cooling system. The City of Chicago’s approval is contingent upon the timely filing of an Economic Disclosure Statement, or EDS, by us and each of the beneficial owners of ten percent or more of the shares of trust stock. If any of these investors fails to file a completed EDS form within 30 days of the City of Chicago’s request or files an incomplete or inaccurate EDS, the City of Chicago has the right to refuse to provide the necessary approval for any extension or modification of the Use Agreement or to rescind the Use Agreement altogether. If the City of Chicago declines to approve extensions or modifications to the Use Agreement, we may not be able to increase the capacity of our district cooling system and pursue our growth strategy for Thermal Chicago. Furthermore, if the City of Chicago rescinds or voids the Use Agreement, our district cooling system in downtown Chicago would be effectively shut down and our business, financial condition and results of operations would be materially and adversely affected as a result.

Our ten percent investors will be required to comply with certain disclosure requirements of the City of Chicago and non-compliance may result in the City of Chicago’s rescission or voidance of the Use Agreement and any other arrangements Thermal Chicago may have with the City of Chicago at the time of the non-compliance.

          In order to secure approval of our acquisition of Thermal Chicago in advance of the closing of this offering, we have agreed with the City of Chicago that any person who acquires ten percent or more of the shares of trust stock in this offering would be required to make a number of representations to the City of Chicago by filing a completed EDS. Our LLC agreement and our trust agreement require that in the event that we need to obtain approval from the City of Chicago in the future for any specific matter, including to expand the district cooling system or to amend the Use Agreement, we and each of our then ten percent investors would need to submit an EDS to the City of Chicago within 30 days of the City of Chicago’s request. In addition, our LLC agreement and our trust agreement require each ten percent investor to provide any supplemental information needed to update any EDS filed with the City of Chicago as required by the City of Chicago and as requested by us from time to time.

          Any EDS filed by a ten percent investor may become publicly available. By completing and signing an EDS, a ten percent investor will have waived and released any possible rights or claims which it may have against the City of Chicago in connection with the public release of information contained in the EDS and also will have authorized the City of Chicago to verify the accuracy of information submitted in the EDS. The requirements and consequences of filing an EDS with the City of Chicago will make compliance with the EDS requirements difficult for our ten percent investors. If a ten percent investor fails to provide us and the City of Chicago with the information required by an EDS, we will have the right to seek specific performance by such ten percent investor under the terms of our LLC and trust agreements. However, any action for specific performance we bring may not be successful in securing timely compliance of every ten percent investor with the EDS requirements.

          If any ten percent investor fails to comply with the EDS requirements on time or the City of Chicago determines that any information provided in any EDS is false, incomplete or inaccurate, the City of Chicago may rescind or void the Use Agreement or any other arrangements Thermal Chicago has with the City of Chicago and pursue any other remedies available to them under the Use Agreement. If the City of Chicago rescinds or voids the Use Agreement, our district cooling system in downtown Chicago would be effectively shut down and our business, financial condition and results of operations would be adversely affected as a result.

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Thermal Chicago may not be able to fully pass increases in electricity costs through to its customers, thereby resulting in lowered operating income. This risk may be increased by the deregulation of electricity markets in Illinois scheduled for January 1, 2007, which may result in higher and more volatile electricity prices.

          The cost of electricity is the largest operating cost of Thermal Chicago, comprising 40% of direct expenses in 2003. Thermal Chicago attempts to pass through increases in electricity costs to its customers by partially indexing what it charges its customers for services to a market index for the cost of electricity in the geographic region in which it operates, which we refer to as the market index. However, the prices that Thermal Chicago actually pays for electricity may increase by more than the market index, reducing its profitability. Electricity markets in Illinois are currently scheduled to be deregulated on January 1, 2007. At present, electricity prices in Illinois are effectively frozen and it is likely that, once deregulation occurs, electricity prices will increase and become more volatile, increasing the potential for Thermal Chicago’s actual electricity costs to increase more than the market index, which could adversely affect our and Thermal Chicago’s results of operations.

If certain events within or beyond the control of our district energy business occur, our district energy business may be unable to perform its contractual obligations to provide chilling and heating services to its customers. If, as a result, its customers elect to terminate their contracts, our district energy business may suffer loss of revenues. In addition, our district energy business may be required to make payments to such customers for damages.

          In the event of a shutdown of one or more of our district energy business’ plants due to operational breakdown, strikes, the inability to retain or replace key technical personnel or events outside its control, such as an electricity blackout, or unprecedented weather conditions in Chicago, our district energy business may be unable to continue to provide chilling and heating services to all of its customers. As a result, our district energy business may be in breach of the terms of some or all of its customer contracts. In the event that such customers elect to terminate their contracts with our district energy business as a consequence of their loss of service, its revenues may be materially adversely affected. In addition, under a number of contracts, our district energy business may be required to pay damages to a customer in the event that a cessation of service results in loss to that customer.

Northwind Aladdin currently derives approximately 90% of its revenues from a contract with a single customer, the Aladdin resort and casino that emerged from bankruptcy. If this customer were to enter into bankruptcy again, our contract may be amended or terminated and we may receive no compensation, which could result in the loss of our investment in Northwind Aladdin.

          Northwind Aladdin derives approximately 90% of its revenues from a contract with the Aladdin resort and casino in Las Vegas to supply cold and hot water and back-up electricity. The Aladdin resort and casino emerged from bankruptcy immediately prior to MDE’s acquisition of Northwind Aladdin and during the course of those proceedings, the contract with Northwind Aladdin was amended to reduce the payment obligations of the Aladdin resort and casino. If the Aladdin resort and casino were to enter into bankruptcy again and a cheaper source of the services that Northwind Aladdin provides can be found, our contract may be terminated or amended. This could result in a total loss or significant reduction in our income from Northwind Aladdin, for which we may receive no compensation.

Our toll road business’ revenues may be adversely affected if traffic volumes remain stable or decline.

          Since the shadow toll revenues payable by the U.K. government’s Secretary of State for Transport, or the Transport Secretary, are linked to the volume of traffic using Yorkshire Link, our toll road business’ revenues will be adversely affected if traffic volumes decline. A decline in traffic volume could result from a number of factors, including recession, increases in fuel prices, attractive alternative transport routes or improvements in public transportation.

          In addition, pursuant to the formulas provided by the terms of the concession, shadow toll revenues will decrease through time if there is no growth in traffic volume. The magnitude of the decrease

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varies depending on the total volume of traffic; however, in the year ended March 31, 2004, in the absence of traffic volume growth or inflation, revenues of Yorkshire Link would have declined by approximately £0.56 million or 1.3% compared to revenues for the year ended March 31, 2003.

          Also, the concession provides for a significant reduction in the shadow toll revenues payable by the Transport Secretary from 2014.

The Transport Secretary may terminate the concession without compensation to our toll road business or with insufficient compensation, which would reduce the value of our investment and negatively affect our operating results.

          If our toll road business defaults on its obligations set out in the concession, the Transport Secretary may terminate the concession without compensation to our toll road business. Even if our toll road business does not default on its obligations under the concession, the Transport Secretary may terminate the concession in the event that:

• the performance of the concession becomes impossible without the exercise of a statutory power by the Transport Secretary;

• the Transport Secretary chooses not to exercise that power following a request from our toll road business; and

• our toll road business and the Transport Secretary fail to agree on an alternative means of performance within a period of 90 days.

          We are unable to predict if or when such circumstances might occur. The concession also may be terminated by the Transport Secretary in certain other circumstances, including an event of force majeure. The compensation required to be paid in such circumstances may be insufficient for us to recover our full investment in our toll road business. Failure to compensate our toll road business in the event of termination may result in the value of our investment in our toll road business being reduced to nothing since our toll road business would likely default on its debt obligations in these circumstances.

We share control of our toll road business equally with our partner Balfour Beatty and, as a result, are not in a position to control operations, strategies or financial decisions without the concurrence of Balfour Beatty.

          We will hold a 50% interest in our toll road business and the remaining 50% is held by Balfour Beatty. We are not in a position to control operations, strategies or financial decisions without the agreement of Balfour Beatty. Conflicts may arise in the future between our business objectives and those of Balfour Beatty. If this were to occur, decisions to take action necessary, in our view, for the proper management of the business might not be made.

MCG’s sole investment presently relies upon two key customers. If contracts with these customers were terminated and Broadcast Australia was not adequately compensated, or if the contracts were not renewed, MCG’s revenues would be significantly reduced.

          MCG’s only investment at present is 100% ownership of Broadcast Australia. Broadcast Australia’s two key customers are the government-owned national broadcasters, the Australian Broadcasting Corporation, or the ABC, and Special Broadcasting Service, or SBS, which together accounted for approximately 87% of Broadcast Australia’s total revenue in its fiscal year ended June 30, 2004. ABC and SBS both currently receive Australian government funding to provide transmission services, but that funding could be reduced or withdrawn. Broadcast Australia has entered into a series of long-term contracts with ABC and SBS, with terms generally ending between 2008 and 2024. If these contracts are terminated and Broadcast Australia is not adequately compensated, or the contracts are not renewed at their expiration, Broadcast Australia’s operations would be materially adversely affected.

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A change in the ownership of the ABC or SBS may cause Broadcast Australia to be in default under its loan agreements, which would adversely affect dividends paid by MCG to us.

          An event of default occurs under Broadcast Australia’s loan agreements if the Australian government ceases to own more than 50% of the issued shares of the Australian Broadcasting Corporation and if Broadcast Australia’s medium-term notes have not been repaid within 270 days, or if the Australian government ceases to own or control more than 50% of the issued shares of the ABC or Special Broadcasting Service and this has a material adverse effect on Broadcast Australia’s ability to perform its obligations under the loan agreements. If such an event of default occurs, it will adversely affect the amount of dividends paid by MCG to us.

SEW’s revenues are subject to regulation and SEW may receive unfavorable treatment from U.K. regulatory authorities, which could negatively impact its revenue in the future.

          As the sole water-only supplier in its service areas, prices that SEW charges for its services are subject to review and approval every five years by The Office of Water Services, or Ofwat, the water regulator for England and Wales. SEW’s proposed pricing for the period from April 1, 2005 to March 31, 2010 is currently under review. The final outcome of this review and future reviews is uncertain. In the event that Ofwat were to deny recovery of certain operating expenses and/or capital expenditures through the prices that SEW charges for its services, or were to determine that a reduced return on invested capital should be allowed, there would be a negative impact on the future revenues of SEW.

SEW is dependent on the availability of water supplies and, if required to increase supply beyond the expected levels, could incur substantial costs, which, despite the existence of interim pricing review mechanisms, may not be adequately compensated.

          SEW requires sufficient water to supply its customer base. The availability of water is subject to, among other things, SEW continuing to benefit from water abstraction licenses, contractual arrangements for the supply of water from neighboring water companies, investment in increasing water resources to match customer growth and short-term issues affecting water supply, such as drought. Ofwat has placed SEW, along with other southern water companies, in the lowest quartile in terms of water security of supply. In the event of water shortage, SEW will be exposed to additional costs and reputational damage. There are significant uncertainties beyond SEW’s control affecting the amount of water resources, including climate change, the amount of annual rainfall, the rate of house building and industrial development in SEW’s service areas and other factors. If SEW is required to increase supply beyond the expected levels, it could incur substantial costs, which, despite the existence of interim pricing review mechanisms, may not be adequately compensated.

Risks Related to This Offering

There is no public market for the shares. You cannot be certain that an active trading market or a specific share price will be established, and you may not be able to resell your shares at or above the initial offering price.

          We have applied to list the shares on the New York Stock Exchange. However, there currently is no public trading market for the shares, and an active trading market may not develop upon completion of this offering or continue to exist if it does develop. The market price of the shares may also decline below the initial public offering price. The initial public offering price per share will be determined by agreement among us and the representatives of the underwriters, and may not be indicative of the market price of the shares after our initial public offering.

Future sales of shares may affect the market price of the trust stock.

          We cannot predict what effect, if any, future sales of our shares, or the availability of shares for future sale, will have on the market price of our shares. Sales of substantial amounts of our shares in the public market following our initial public offering, or the perception that such sales could occur, could

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adversely affect the market price of our shares and may make it more difficult for you to sell your shares at a time and price which you deem appropriate. See “Securities Eligible for Future Sale” for further information regarding circumstances under which additional shares may be sold.

          We and our Manager have agreed that, with limited exceptions, we and they will not directly or indirectly, without the prior written consent of Merrill Lynch and Citigroup Global Markets Inc., on behalf of the underwriters, offer to sell, sell or otherwise dispose of any of our shares for a period of 180 days after the date of this prospectus.

The market price and marketability of our shares may from time to time be significantly affected by numerous factors beyond our control, which may adversely affect our ability to raise capital through future equity financings.

          The market price of our shares may fluctuate significantly. Many factors that are beyond our control may significantly affect the market price and marketability of our shares and may adversely affect our ability to raise capital through equity financings. These factors include the following:

• price and volume fluctuations in the stock markets generally;

• significant volatility in the market price and trading volume of securities of registered investment companies, business development companies or companies in our sectors, which may not be related to the operating performance of these companies;

• changes in our earnings or variations in operating results;

• any shortfall in revenue or net income or any increase in losses from levels expected by securities analysts;

• changes in regulatory policies or tax law;

• operating performance of companies comparable to us;

• general economic trends and other external factors; and

• loss of a major funding source.

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FORWARD-LOOKING STATEMENTS

          This prospectus, including the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” contains forward-looking statements. We 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 prospectus are subject to a number of risks and uncertainties, some of which are beyond our control, including, among other things:

• our ability to successfully operate the businesses on a combined basis, and to effectively integrate any future acquisitions;

• our ability to make and finance future acquisitions, including, but not limited to, the acquisitions described in this prospectus;

• our ability to implement our operating and internal growth strategies;

• the regulatory environment in which our initial businesses operate, rates implemented by regulators of our businesses, including Ofwat, and our relationships with governmental agencies and authorities;

• changes in the current treatment of qualified dividend income and long-term capital gains under current U.S. federal income tax law;

• decisions made by persons who control our initial investments and jointly control CHL, including decisions regarding dividend policies;

• our holding company structure, which may limit our ability to meet our dividend policy;

• extraordinary or force majeure events affecting the facilities of our businesses and investments;

• changes in patterns of commercial or general aviation air travel, or automobile usage, including the effects of changes in airplane fuel and gas prices;

• foreign exchange fluctuations;

• changes in general economic or business conditions or economic or demographic trends in the United States and other countries in which we have a presence, including changes in interest rates and inflation; and

• costs and effects of legal and administrative proceedings, settlements, investigations and claims.

          Our actual results, performance, prospects or opportunities could differ materially from those expressed in or implied by the forward-looking statements. A description of known risks that could cause our actual results to differ appears under the caption “Risk Factors” and elsewhere in this prospectus. Additional risks of which we are not currently aware could also cause our actual results to differ.

          In light of these risks, uncertainties and assumptions, you should not place undue reliance on any forward-looking statements. The forward-looking events discussed in this prospectus may not occur. These forward-looking statements are made as of the date of this prospectus. We undertake no obligation to publicly update or revise any forward-looking statements after the completion of this offering, whether as a result of new information, future events or otherwise, except as required by law.

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USE OF PROCEEDS

          We estimate that our net proceeds from the sale of               shares in this offering will be approximately $              (approximately $              if the underwriters’ overallotment option is exercised in full) based on the expected initial public offering price of $              per share and after deducting underwriting discounts and commissions and our estimated offering expenses. In addition, our Manager has agreed to purchase                shares at a price equal to the initial offering price per share in a separate, private placement transaction concurrently with, and conditioned upon, the completion of this offering.

          We intend to use the net proceeds from this offering to pay the equity purchase price and related costs of our acquisitions of our initial businesses and investments. The table below summarizes the expected sources and uses of the proceeds from this offering:

Sources of Funds
($ in millions)
Shares offered hereby		$
Our Manager’s investment		$	35.0
	Total sources	$

Uses of Funds
($ in millions)
Purchase of equity:
	Atlantic(1)	$	119.8
	AvPorts	$	41.9
	Macquarie Parking	$	62.8
	Thermal Chicago/ Northwind Aladdin(2)	$	62.2
	CHL(3)	$	80.5
Purchase of interest in:
	MCG	$	70.0
	SEW(4)	$	36.0
Equity contribution to Atlantic(5)		$	26.0
General corporate purposes		$	15.5
	Total uses	$	514.7

(1)	The purchase price of North America Capital Holding Company, which will own Atlantic, is expected to be $113.3 million, increasing at a rate of 17% per year from July 29, 2004, which was the date on which North America Capital Holding Company closed the acquisition of Executive Air Support, Inc., until the date on which we close the acquisition of North America Capital Holding Company. For purposes of the table above, we have assumed that the closing of our acquisition occurs on November 30, 2004, resulting in a total purchase price of $119.8 million.
(2)	The purchase price of MDEH, which will indirectly own Thermal Chicago and Northwind Aladdin, is expected to be $58.3 million, increasing at a rate of 17% per year from June 30, 2004 on the equity contributed to MDEH to consummate the acquisition of Thermal Chicago and 20% per year from September 29, 2004 on the equity contributed to MDEH to consummate the acquisition of Northwind Aladdin, until the date on which we close the acquisition of MDEH. For the purposes of the table above, we have assumed that the closing of our acquisition of MDEH occurs on November 30, 2004, resulting in a total purchase price of $62.2 million.
(3)	The purchase price of Macquarie Yorkshire Limited, which owns 50% of CHL, will be £43.3 million, increased by £9,750 for each day closing occurs after September 30, 2004. For purposes of the table above, we have assumed that the purchase price is £43.9 million and that the closing of our acquisition occurs on November 30, 2004. In addition, we intend to invest a further £1 million in Macquarie Yorkshire Limited to enable it to replace a letter of credit of the same amount required by the lenders to a subsidiary of CHL as security for future funding breakage costs on their fixed rate loan to connect M1-A1 Limited. The U.S. dollar amount is based on £0.5576 per $1.00, the noon buying rate as reported by the Federal Reserve Bank of New York on October 8, 2004.
(4)	The purchase price of our interest in SEW will be £19.4 million, increasing at a rate of 17% per year from April 30, 2004 until the date on which the closing of our acquisition occurs reduced by the

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amount at any cash distributions received by the Macquarie Group over this period. Assuming the closing of the acquisition occurs on November 30, 2004, the total purchase price would be £20 million on November 30, 2004. The U.S. dollar amount is based on £0.5576 per $1.00, the noon buying rate as reported by the Federal Reserve Bank of New York on October 8, 2004.

(5)

Macquarie Infrastructure Company Inc., or MIC Inc., anticipates contributing equity in the amount of $26 million to Atlantic to fund the acquisition of two additional FBOs. This acquisition is expected to close after the date of this offering. In the event that the acquisition by Atlantic closes prior to the completion of this offering, the purchase price of North American Capital Holding Company will increase by $26 million, increasing at a rate of 17% per year from the date upon which North America Capital closes the acquisition of GAH until the date of the closing of our acquisition of North America Capital, and no capital contribution to Atlantic will be required.

          See “Exchange Rates” for the exchange rates for Pounds Sterling and Australian dollars. For more information about our acquisitions of our initial businesses and investments, see “The Acquisition of Our Initial Businesses and Initial Investments.”

          Pending application of the net proceeds to purchase our initial businesses and investments as described above, we plan to invest the net proceeds of this offering in cash or U.S. government obligations. In the event that the conditions in respect of the closing of any of our planned purchases of our initial businesses and investments described in this prospectus are not met, we intend to use the funds to buy other infrastructure businesses in accordance with our acquisition strategy.

EXCHANGE RATES

          The table below sets forth the high and low of the following exchange rates for each period based on the noon buying rates as reported by the Federal Reserve Bank of New York.

	U.S. Dollar/Australian Dollar						U.S. Dollar/Pound Sterling
Time Period	High		Low		Average		High		Low		Average
1999		1.5853		1.5088		1.5494		0.6349		0.6034		0.6184
2000		1.9164		1.5244		1.7197		0.7014		0.6096		0.6598
2001		1.9936		1.8012		1.9346		0.7133		0.6769		0.6946
2002		1.9501		1.7600		1.8392		0.7029		0.6304		0.6656
2003		1.7156		1.3530		1.5337		0.6354		0.5709		0.6120
First Quarter 2004		1.3652		1.2533		1.3070		0.5586		0.5251		0.5439
Second Quarter 2004		1.4620		1.3026		1.4000		0.5700		0.5387		0.5536
Third Quarter 2004		1.4327		1.3635		1.4299		0.5487		0.5338		0.5585
October 1, 2004 to October 8, 2004		1.3602		1.3875		1.3785		0.5532		0.5593		0.5561

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DIVIDEND POLICY

          We intend to declare and pay regular quarterly cash distributions on all outstanding shares. We intend to declare and pay an initial quarterly distribution for the quarter ending March 31, 2005 of $          per share. We also intend to pay an initial distribution, prorated for the period from the completion of this offering to December 31, 2004, at the same rate as such initial quarterly distribution. We have set this initial distribution on the basis of current results of operations of our initial businesses and initial investments, all of which have significant operating histories and our desire to provide sustainable and then increasing levels of distributions to our investors.

          Our dividend policy is based on the predictable and stable cash flows of our initial businesses and investments and our intention to pay out as distributions to our shareholders the majority of our free cash flow and not to retain significant cash balances in excess of what is required as prudent reserves in our operating subsidiaries. We intend to finance our acquisition and internal growth strategy primarily through a combination of issuing new equity and incurring debt and not through retained earnings. If our strategy is successful, we expect to increase the level of distributions we are able to make in the future.

          The declaration and payment of our initial distribution, our initial quarterly distribution and, if declared, the amount of any future distribution will be subject to a decision of the company’s board of directors, which will include a majority of independent directors. The company’s board of directors will take into account such matters as general business conditions, our financial condition, results of operations, capital requirements, contractual, legal and regulatory restrictions on the payment of distributions by us to our shareholders or by our subsidiaries to us, and such other factors as the board of directors may deem relevant.

          Our ability to continue to make distributions, in the initial per share amounts or at all, is subject to all of the risks of our initial businesses and initial investments. In particular, all of our initial businesses and initial investments have substantial debt commitments, which must be satisfied before any of them can distribute dividends or make distributions to us. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for a description of these commitments.

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THE ACQUISITION OF OUR INITIAL BUSINESSES AND INITIAL INVESTMENTS

          We will use the proceeds of this offering to acquire our initial businesses and initial investments in separate transactions for cash from the Macquarie Group, from infrastructure investment vehicles managed by the Macquarie Group, or from third parties. When the company entered into the agreements discussed below, there were no independent directors on the company’s board. See “Certain Relationships and Related Party Transactions — Our Relationship with the Macquarie Group.” For purposes of this discussion, we have used a Pounds Sterling to U.S. dollar exchange rate of £0.5576 to $1.00 and an Australian dollar to U.S. dollar exchange rate of AUD 1.3602 to $1.00, both of which are the noon buying rates published by the Federal Reserve Bank of New York on October 8, 2004.

Acquisition of Our Airport Services Business

          On October 12, 2004, our wholly owned subsidiary, Macquarie Infrastructure Company Inc., or MIC Inc., entered into a second amended and restated stock purchase agreement with Macquarie Investment Holdings Inc., a wholly owned indirect subsidiary of Macquarie Bank Limited, to acquire 100% of the ordinary shares in North America Capital. The purchase price under the June 7th stock purchase agreement is equal to the cost of Macquarie Group’s total equity investment in North America Capital, which is expected to be approximately $113.3 million, increasing at a rate of 17% per year from July 29, 2004, which was the date of closing of the underlying stock purchase agreement for the acquisition by North America Capital of Executive Air Support, Inc., the holding company for Atlantic, until the date of the closing of our acquisition of North America Capital. Assuming a closing date for the acquisition of November 30, 2004, this would result in a purchase price of $119.8 million. Under the terms of our stock purchase agreement, North America Capital is prohibited from making distributions to its shareholders over this period. In addition to purchasing the shares in North America Capital, MIC Inc. will assume $130 million of senior debt, with recourse only to North America Capital and its subsidiaries, that North America Capital has incurred to partially finance the acquisition of Executive Air Support, Inc., and will assume a further $0.5 million of debt incurred as part of the acquisition.

          Pursuant to a stock purchase agreement, entered into by Macquarie Investment Holdings Inc. on April 28, 2004, and subsequently assigned to North America Capital, North America Capital acquired 100% of the shares of Executive Air Support, Inc. for $216.5 million, plus capital expenditure and working capital adjustments of $4.4 million in the aggregate, and assumed $0.5 million of debt as part of that purchase. In addition to the purchase price and other adjustments, we expect North America Capital to eventually incur fees and other expenses of $14.9 million in connection with the completion of the acquisition and to contribute adequate cash for debt service reserves and capital expenditures of $7.5 million. Included in these amounts are payments of fees to the Macquarie Group of $10.4 million for expenses incurred in connection with the acquisition by North America Capital of Atlantic, including advisory and debt arranging services, and bridge loan and equity underwriting facilities provided in connection with the acquisition.

          The stock purchase agreement relating to Executive Air Support, Inc. includes an indemnity from the selling shareholders for breaches of representations and warranties that is limited to $20 million, except for breaches of representations and warranties regarding title, capitalization, taxes and any claims based on fraud, wilful misconduct or intentional misrepresentation.

          On August 18, 2004, North America Capital entered into a membership interest purchase agreement to acquire all of the membership interests in GAH, which, through its subsidiaries, operates two FBOs in California. The purchase price for GAH is $48.5 million with no assumption of debt, and subject to working capital adjustments. Including transaction costs and the funding of debt service reserves, it is anticipated that the total funding requirement for the transaction will be $53.4 million. Approximately $2.1 million of the estimated transaction costs represent fees payable to the Macquarie Group for advisory and debt arranging services and debt and equity underwriting.

          It is anticipated that the acquisition of GAH will occur subsequent to the offering and MIA Inc’s acquisition of North America Capital. The company intends to provide $26 million of the funding required

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by North America Capital to consummate the acquisition in the form of an equity contribution. North America Capital is currently in the process of establishing a credit facility of up to $32 million to provide the balance of the funding required. In the event that the acquisition of GAH is not completed, the company intends to use the proceeds of this offering allocated to that acquisition ($26 million), to pursue its acquisition strategy.

          In the event that the acquisition closes prior to the date of this offering, Macquarie Investment Holdings, Inc. will contribute the additional $26 million of equity required by North America Capital and, pursuant to the terms of the amended and restated stock purchase agreement between MIC Inc. and Macquarie Investment Holdings Inc., the purchase price for North America Capital payable by MIC Inc. will increase by a commensurate amount, increasing at a rate of 17% per year from the date of closing of the underlying membership interest purchase agreement for the acquisition of GAH by North America Capital, until the date of the closing of our acquisition of North America Capital.

          The membership interest purchase agreement between North America Capital and the current owners of GAH includes an indemnity from the current owners for inaccuracies in representations and breaches of warranties that is limited to $7.5 million except for breaches regarding organization, authority, authorization, no conflicts absence of funded indebtedness, capitalization, title, taxes and any claims based on fraud, willful misconduct or intentional misrepresentation for which the cap is equal to the purchase price. Completion of the acquisition of GAH depends on a number of conditions being satisfied by December 31, 2004, including customary closing conditions, the delivery of necessary approvals from the relevant airport authorities and the receipt of third-party consents required under material contracts. Although we anticipate receiving the outstanding consents from certain suppliers to GAH’s FBOs and the airport authorities at the airports at which GAH operates in a timely manner, such consents have not yet been obtained.

          The amended and restated stock purchase agreement between MIC Inc. and Macquarie Investment Holdings Inc. contains various provisions customary for transactions of this size and type, including representations and warranties with respect to capitalization and title and covenants with respect to the conduct of the businesses, in each case, during the period of Macquarie Investment Holdings Inc.’s respective ownership. The representations and warranties are subject to certain customary limitations, and the maximum amount of indemnification payable under the agreement is $20 million with respect to Executive Air Support, Inc. and $7.5 million with respect to GAH, with some exceptions.

          Completion of our acquisition of North America Capital depends upon a number of conditions being satisfied by March 31, 2005, including customary closing conditions, the successful completion of this offering and the expiration or early termination of any waiting period under the Hart-Scott-Rodino Antitrust Act of 1976, as amended, or the HSR Act.

          On October 12, 2004, our wholly owned subsidiary MIC Inc., entered into a stock purchase agreement with Macquarie Specialised Asset Management Limited, as Trustee for and on behalf of Macquarie Global Infrastructure Funds A and C, and Macquarie Specialised Asset Management 2 Limited, as Trustee for and on behalf of Macquarie Global Infrastructure Funds B and D, to acquire 100% of the ordinary shares and subordinated debt of Macquarie Airports North America Inc., or MANA, for cash consideration of $41.9 million, subject to adjustments based upon MANA’s cash balance and completed capital expenditure in 2004.

          MANA is the 100% owner of a number of subsidiaries that own and operate fixed base operations and airport management businesses at various locations in the United States.

          The stock purchase agreement contains various provisions customary for transactions of this size and type, including representations and warranties with respect to the condition and operations of the business, covenants with respect to the conduct of the business between the signing and closing of the acquisition and indemnities from the vendors for any losses suffered by us as a result of a breach of any representation, warranty or covenant contained in the stock purchase agreement. The representations,

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warranties and indemnity are subject to certain customary limitations and the maximum amount payable under the indemnity is $3 million, net of insurance proceeds and tax benefits.

          Completion of our acquisition of MANA depends upon a number of conditions being satisfied or waived by November 30, 2004, including airport authority approvals, customary closing conditions, the successful completion of this offering, the expiration of any waiting period under the HSR Act and the receipt of third-party consents required under material contracts. Although we anticipate that MANA will receive the outstanding consents from MANA’s lender and the regional airport authority of Louisville and Jefferson County in a timely manner, these have not yet been obtained.

Acquisition of Our Airport Parking Business

          On June 7, 2004, our wholly owned subsidiary MIC Inc., entered into a stock purchase agreement with Macquarie Specialised Asset Management Limited, as Trustee for and on behalf of Macquarie Global Infrastructure Fund A, and Macquarie Specialised Asset Management 2 Limited, as Trustee for and on behalf of Macquarie Global Infrastructure Fund B, to acquire 100% of the ordinary shares in MAPC for cash consideration of $33 million, subject to adjustment depending upon the minimum cash balance.

          MAPC owns approximately 83% of the outstanding ordinary membership units in Parking Company of America Airports Holdings LLC, or PCAA Holdings. In turn, PCAA Holdings owns approximately 51.9% of the outstanding ordinary membership units in PCAA Parent LLC, or PCAA Parent. PCAA Parent is the 100% owner of a number of subsidiaries that collectively own and operate the airport parking business.

          The stock purchase agreement contains various provisions customary for transactions of this size and type, including representations and warranties with respect to the condition and operation of the business, covenants with respect to the conduct of the business between the signing and closing of the acquisition and indemnities from the vendors for any losses suffered by us as a result of a breach of any representation, warranty or covenant contained within the stock purchase agreement. The representations, warranties and indemnity are subject to certain customary limitations, and the maximum amount payable under the indemnity is $2.4 million, net of insurance proceeds.

          Pursuant to the terms of the stock purchase agreement to acquire the shares of MAPC, the company, on behalf of MIC Inc., has extended offers to purchase for cash the ownership interests of all of the minority holders of PCAA Holdings and PCAA Parent at the closing of this offering on terms similar to those of our proposed acquisition of MAPC. On August 17, 2004, holders of approximately 33.9% of the outstanding membership units in PCAA Parent entered into a purchase agreement with MIC Inc. to sell all of their membership units for $22.2 million. On October 8, 2004, Macquarie Securities (USA) Inc., a wholly owned indirect subsidiary of Macquarie Bank Limited and the holder of 1.4% of the outstanding membership units in PCAA Parent, entered into a purchase agreement with MIC Inc. to sell all of their membership units for approximately $1 million. On October 8, 2004, the holder of the minority interest in PCAA Holdings entered into a purchase agreement with MIC Inc. to sell its entire membership interest for $6.7 million. Upon consummation of these transactions MIC Inc. will own 100% of PCAA Holdings and 87.1% of PCAA Parent for a total purchase price of $62.8 million.

          Completion of the acquisition of these interests depends upon a number of conditions being satisfied or waived prior to November 30, 2004, including customary closing conditions, the successful completion of this offering and the expiration of any waiting period under the HSR Act. Completion also requires the consent of Macquarie Parking’s lender and certain lessors. Although we anticipate that MAPC will receive the outstanding consents from a lender and certain lessors in Oakland, California, Hartford, Connecticut, and Dallas, Texas in a timely manner, such consents have not yet been obtained.

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Acquisition of Our District Energy Business

          On October 12, 2004, MIC Inc. entered into an amended and restated limited liability company purchase agreement with Macquarie Investment Holdings Inc., a wholly owned subsidiary of Macquarie Bank Limited, to acquire 100% of the membership interests in Macquarie District Energy Holdings LLC, or MDEH. The purchase price is equal to the Macquarie Group’s total equity investment in MDEH, which is expected to be approximately $58.3 million, increasing at a rate of 17% per year from June 30, 2004, the date on which MDEH acquired Thermal Chicago, on the equity contributed to MDEH to consummate the acquisition of Thermal Chicago and 20% per year from September 29, 2004, the date on which MDEH acquired Northwind Aladdin, on the equity contributed to MDEH to consummate the acquisition of Northwind Aladdin, to the date of closing of MIC Inc.’s acquisition of MDEH. Assuming a closing date for the acquisition of November 30, 2004, this would result in a purchase price of $62.2 million. Under the terms of the limited liability company purchase agreement, MDEH is prohibited from making distributions to its members during this period.

          MDE entered into a stock purchase agreement in December 2003 to acquire 100% of the shares in Thermal Chicago Corporation, the holding company for Thermal Chicago from Exelon Thermal Holdings, Inc., a subsidiary of Exelon Corporation, for $135 million with no assumption of debt.

          In addition, in order to partially finance the acquisition of MDEH, MIC Inc. will assume $120 million of senior debt incurred by a wholly owned subsidiary of MDEH, Macquarie District Energy Inc., or MDE, with recourse only to MDE and its subsidiaries, that was used to finance the acquisition of Thermal Chicago and Northwind Aladdin.

          The stock purchase agreement in relation to Thermal Chicago includes an indemnity from Exelon for breaches of representations and warranties that is limited to $30 million, except for breaches of representations and warranties regarding due organization and status, authority and enforceability, capital stock and subsidiaries and the specific indemnity provision for pre-closing tax liability, for which the indemnity is limited in each case the purchase price of $135 million.

          In addition, in December 2003, MDE entered into purchase agreements to acquire 100% of the shares in ETT Nevada Inc., the owner of a 75% interest in Northwind Aladdin and all of Northwind Aladdin’s senior debt (which had an outstanding principal balance of $19.3 million as at June 30, 2004) from Exelon Thermal Holdings, Inc. for a combined purchase price of $24.2 million.

          The stock purchase agreement in relation to Northwind Aladdin includes an indemnity from Exelon for breaches of representations and warranties that is limited to $6 million, except for breaches of representations and warranties regarding due organization and status, authority and enforceability, capital stock and subsidiaries and the specific indemnity for pre-closing tax liability, for which the indemnity is limited in each case to the combined purchase price for the shares and the debt of $24.2 million.

          In addition to the purchase prices under the purchase agreements, MDE incurred fees and other expenses of $14 million in connection with the completion of the acquisition of Thermal Chicago and Northwind Aladdin and required cash for debt service reserves of $4 million. Included in these amounts are payments of fees to the Macquarie Group of $6.4 million for advisory and debt arranging services and bridge loan and equity underwriting facilities provided in connection with the acquisitions.

          The limited liability company purchase agreement between MIC Inc. and Macquarie Investment Holdings Inc. contains various provisions customary for transactions of this size and type, including representations and warranties with respect to capitalization and title and a covenant with respect to the conduct of the business during the period of Macquarie Investment Holdings Inc.’s ownership. The representations and warranties are subject to certain customary limitations, and the maximum amount of indemnification payable under the agreement is equal to $30 million in relation to Thermal Chicago, and $6 million in relation to Northwind Aladdin with some exceptions.

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          Completion of our acquisition of MDEH depends upon the satisfaction of customary closing conditions and the successful completion of this offering within 12 months of the date of signing the limited liability company purchase agreement.

Acquisition of Our Toll Road Business

          On June 7, 2004, the company entered into a sale and purchase agreement (as amended on October 14, 2004) with Macquarie European Infrastructure plc, or MEIP, an entity that is a member of the Macquarie Infrastructure Group, or MIG, to acquire, either directly or indirectly, 100% of Macquarie Yorkshire Limited, or Macquarie Yorkshire, for £43.3 million, increased by £9,750 for each day closing occurs after September 30, 2004. As a consequence of this adjustment, assuming a purchase date of November 30, 2004, our total purchase price will be £43.9 million ($78.7 million). Macquarie Yorkshire owns 50% of CHL, which in turn owns 100% of Connect M1-A1 Limited. Connect M1-A1 Limited is the holder of the Yorkshire Link concession. We also anticipate investing a further £1 million in Macquarie Yorkshire to enable it to replace a letter of credit at the same amount required by the lenders to Connect M1-A1 Limited as security for funding breakage costs on their fixed rate loan to connect M1-A1 Limited. This cash will be held by a lender to Connect M1-A1 Limited until certain financial tests are met by Connect M1-A1 Limited. We currently anticipate that these tests will be met in November or December, 2005 and the cash deposit released by the lender at that time. MIG is an infrastructure fund managed by the Macquarie Group that is listed on the Australian Stock Exchange.

          The sale and purchase agreement contains various provisions customary for acquisitions of this size and type, including representations and warranties with respect to the condition and operation of the business and covenants and with respect to the conduct of the business between the signing and closing of the acquisition. The representations and warranties are subject to certain customary limitations, and the maximum amount payable in respect thereof is an amount equal to the purchase price.

          Completion of the acquisition depends upon a number of conditions being satisfied or waived by March 31, 2005, including customary closing conditions, the successful completion of this offering, transport authority approvals and the delivery of third party consents required under certain material contracts. Balfour Beatty, our partner and 50% holder of CHL, has agreed in principle to the execution of the applicable novation agreements and to the provision of the required consents. Although we anticipate that Macquarie Yorkshire will receive the outstanding consents from the Transport Secretary and the lenders to Connect M1-A1 Limited in a timely manner, not all of these consents have yet been obtained.

Our Investment in MCG

          On June 7, 2004, the company entered into a purchase agreement with Macquarie Bank Limited to purchase an as yet undetermined number of stapled securities issued by MCG with an aggregate value of up to $70 million in an at-the-market transaction. The purchase agreement provides that in no circumstances will the acquired interest be in excess of 17.5% of the total outstanding stapled securities of MCG, with the aggregate purchase price and the number of securities being adjusted accordingly. Macquarie Infrastructure Company LLC has the option to reduce the aggregate value of the stapled securities being purchased to no less than $40 million.

          Stapled securities are equity securities comprising securities in two (or more) separate entities that have to be traded as a single stapled security. In MCG’s case, stapled securities comprise a unit in an affiliated Australian trust and a share in an affiliated Australian company. MCG stapled security holders have an equal number of units in the trust and shares in the company.

          The number of stapled securities to be purchased and the price per stapled security will be determined at the date on which we enter into the underwriting agreement for this offering. The stapled security price we will pay will be the volume-weighted average trading price over the ten trading days immediately prior to that date, converted into a U.S. dollar price per stapled security using the Australian dollar/US dollar exchange rate on that date. The number of stapled securities we will purchase will be equal to the aggregate purchase price in Australian dollars divided by the determined price per stapled

35

security. Based on an aggregate purchase price of $70 million, or AUD 95.2 million, and the MCG stapled security closing price as of October 8, 2004 of AUD 4.70, we would acquire 20.3 million stapled securities, or 11.9% of MCG.

          The purchase agreement contains various provisions customary for transactions of this size and type, including representations and warranties with respect to authority, title, qualification and absence of conflict.

          Completion of the acquisition depends upon a number of conditions being satisfied, including the successful completion of this offering and customary closing conditions. The purchase agreement will terminate automatically if the company or Macquarie Bank Limited comes into possession of any material, non-public information in relation to MCG from the period beginning one day before the date of printing the preliminary prospectus. The company may also terminate the purchase agreement on the date of the preliminary prospectus if the acquisition would be reasonably likely to have an adverse effect on our ability to pay dividends as contemplated in that preliminary prospectus.

Our Investment in South East Water

          On June 7, 2004, the company and Macquarie Water Luxembourg SarL, or Macquarie Luxembourg, entered into a contribution and subscription agreement (as amended on October 15, 2004) pursuant to which the company will subscribe for 17.5% of the ordinary shares and preferred equity certificates, or PECs, of Macquarie Luxembourg for approximately £19.4 million ($34.8 million) subject to certain price adjustments as discussed below. PECs are an income participating debt instrument for Luxembourg legal, accounting and tax purposes. Completion of this transaction will result in the company owning an effective 17.5% interest in SEW.

          Macquarie Luxembourg will use the proceeds of the subscription to acquire 9,712,500 shares in Macquarie Water (U.K.) Limited, or Macquarie Water, to subscribe for loan notes in Macquarie Water with a nominal amount of £9,712,500, to pay certain stamp and capital duty taxes relating to the subscription and to fund a working capital requirement of Macquarie Luxembourg. The shares in Macquarie Water will be acquired from Macquarie Leasing (U.K.) Limited, or Macquarie Leasing, an affiliate of the Manager and the proceeds from the issuance of the loan notes will be used by Macquarie Water to redeem loan notes of the same nominal amount held by Macquarie Bank Limited, also an affiliate of the Manager. Macquarie Water is the indirect holding company for SEW.

          The subscription amount increases at a rate of 17% per year from April 30, 2004 to the date of subscription, reduced by the amount of any cash distributions received by Macquarie Leasing from the shares of Macquarie Water and interest on the notes in Macquarie Water held by Macquarie Bank Limited to be acquired in our transaction, during this period. As a consequence of this adjustment, assuming a subscription date of November 30, 2004, our total subscription price will be £20 million ($36 million).

          The company’s subscription under the contribution and subscription agreement is conditional upon the successful completion of this offering within twelve months of June 7, 2004. In addition, the subsidiaries of Macquarie Water are currently undertaking a refinancing and the company’s subscription is also conditional on the legal and intra-group financing structure of the subsidiaries of Macquarie Luxembourg after such refinancing being acceptable to the company.

          Upon subscribing for ordinary shares and PECs in Macquarie Luxembourg, the company is required to enter into a deed of adherence to become a party to the shareholders’ agreement relating to Macquarie Luxembourg. See “Business — Our Investment in South East Water — Legal Matters — Shareholders’ Agreement.”

          Pursuant to a sale and purchase agreement, dated April 30, 2004, Macquarie Luxembourg acquired an effective 75.1% interest in SEW through the purchase of 41.7 million shares in Macquarie Water from Macquarie Leasing for £41.7 million ($74.8 million) and by subscribing for loan notes in

36

Macquarie Water with a nominal value of £41.7 million, the proceeds of which were used by Macquarie Water to redeem notes with the same nominal value issued to Macquarie Bank Limited.

          Macquarie Leasing and Macquarie Bank Limited currently own the remaining 24.9% of the issued share capital and loan notes of Macquarie Water, respectively. Under the sale and purchase agreement discussed above, Macquarie Luxembourg has a call option to acquire the remaining 24.9% interest in Macquarie Water, which it may exercise at any time up to and including December 31, 2004. This call option will be exercised in relation to a 17.5% interest in Macquarie Water to facilitate the company’s investment.

          The share purchase agreement contains various provisions customary for acquisitions of this size and type, including representations and warranties with respect to the condition and operation of the water distribution business. These representations and warranties are subject to certain customary limitations set out in the agreement.

          Macquarie Leasing and Macquarie Bank Limited subscribed for 100% of the ordinary shares and loan notes of Macquarie Water for £111.0 million in September 2003 to partially fund the purchase by Macquarie Water of 100% of SEW. The balance of the purchase price was funded with debt raised by Macquarie Water. The Macquarie Group was paid £4.0 million in advisory and debt raising fees by Macquarie Water upon closing of the acquisition of SEW.

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PRO FORMA CAPITALIZATION

          The following table sets forth our unaudited pro forma capitalization, assuming no exercise of the underwriters’ overallotment option, at the assumed public offering price of $   per share and the application of the estimated net proceeds of such sale (after deducting underwriting and our estimated offering expenses). See “Use of Proceeds.” You should read this information with the financial statements and related notes, the unaudited pro forma financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included elsewhere in this prospectus.

			Pro Forma
			As of June 30, 2004
			($ in thousands)
Long-term debt:
	Atlantic senior debt facility(1)		$
	AvPorts senior debt facility
	Macquarie Parking senior debt facility
	Thermal Chicago notes
	Loan from Connect M1-A1 Limited
		Total long-term debt
Shareholders’ equity:
	Trust stock: (no par value); 500,000,000 shares authorized; 100 shares issued and outstanding;      shares issued and outstanding as adjusted for the offering(2)
Total shareholders’ equity
Total capitalization			$

(1)	Including debt incurred to finance GAH acquisition.
(2)	Each share of trust stock representing one beneficial interest in the trust.

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PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

          Macquarie Infrastructure Company Trust and Macquarie Infrastructure Company LLC were organized in April 2004 for the purpose of making the acquisitions and investments described below, using the proceeds of this offering. The following unaudited pro forma condensed combined balance sheet as of June 30, 2004 gives effect to:

• our acquisition of 100% of the shares of North America Capital, the owner of 100% of the capital stock of Executive Air Support, Inc., which owns Atlantic;

• our acquisition of 100% of the membership interests of GAH, the owner of two FBOs in California;

• our acquisition of 100% of the shares and subordinated debt of MANA which owns AvPorts;

• our acquisition of 100% of the shares of MAPC, which owns a controlling interest in Macquarie Parking, plus the acquisition of the remaining membership interests in PCAA Holdings and certain minority investors in PCAA Parent for a total of 87.1% of Macquarie Parking;

•  our acquisition of 100% of the membership interests of Macquarie District Energy Holdings, the indirect owner of Thermal Chicago and a 75% interest in Northwind Aladdin;

• our acquisition of 100% of the shares of Macquarie Yorkshire, the owner of 50% of the capital stock of CHL, as discussed below;

•  our acquisition of AUD 95.2 million ($70.0 million) of stapled securities issued by MCG in an at-the-market transaction;

• our subscription for 17.5% of the ordinary shares and PECs of Macquarie Luxembourg; and

• the offering of the shares offered hereby and the concurrent private placement to our Manager of $35 million in value of our trust shares,

as if all these transactions had been completed as of June 30, 2004. The purchase prices for certain of these acquisitions and investments are subject to adjustment. Such adjustments, which we do not expect to be material, will depend upon the actual closing date. Each of these acquisitions require the satisfaction of the conditions precedent within the underlying stock purchase agreement. Please see “The Acquisition of our Initial Businesses and Initial Investments” for a further discussion of the conditions to be satisfied for each acquisition.

          The following unaudited pro forma condensed combined statements of operations for the year ended December 31, 2003 and for the six months ended June 30, 2004 give effect to these transactions as if they all had occurred at the beginning of the fiscal year presented. The as reported financial information in the unaudited pro forma condensed combined financial statements at and for the six months ended June 30, 2004 and for the year ended December 31, 2003 for Atlantic, GAH, Macquarie Parking, Northwind Aladdin and Thermal Chicago are derived from the unaudited and audited financial statements, respectively, of each of the businesses, included elsewhere in this prospectus. The as reported financial information of AvPorts at and for the six months ended June 30, 2004 is derived from the unaudited financial statements included elsewhere in this prospectus. The financial information of AvPorts for the year ended December 31, 2003 is derived from unaudited financial information of AvPorts that is not included in this prospectus and reflects the combined financial information from the consolidated statements of operations of AvPorts from January 1, 2003 to March 31, 2003 with the audited consolidated statements of operations for the nine months ended December 31, 2003. The financial information for Macquarie Yorkshire is derived from unaudited financial information of CHL that is not included in this prospectus. The as reported financial information for Macquarie Infrastructure Company Trust are derived

39

from its audited financial statements at and for the period ended June 30, 2004, which are included elsewhere in this prospectus.

          We refer to Atlantic, GAH, AvPorts, Macquarie Parking, Thermal Chicago and Northwind Aladdin as the consolidated businesses, and the following unaudited pro forma condensed combined financial statements, or the pro forma financial statements, have been prepared assuming that our acquisitions of the consolidated businesses will be accounted for under the purchase method of accounting. Under the purchase method of accounting, the assets acquired and the liabilities assumed will be recorded at their respective fair values at the date of acquisition. The total purchase price has been allocated to the assets acquired and liabilities assumed based on estimates of their respective fair values, which are subject to revision if the finalization of the respective fair values results in a material difference to the preliminary estimate used.

          CHL is the holding company that owns 100% of Connect M1-A1 Limited. Macquarie Yorkshire owns 50% of CHL. Accordingly, the pro forma financial statements have been prepared assuming our investment in CHL will be accounted for under the equity method of accounting. In addition to the equity investment in CHL, Macquarie Yorkshire has a loan from Connect M1-A1 Limited with an estimated fair value of £8.8 million ($16.0 million at June 30, 2004) and loans to Connect M1-A1 Limited with an estimated fair value of £10.9 million ($19.8 million at June 30, 2004). The difference between the purchase price (less the fair value of the loan from and loans to Connect M1-A1 Limited) and the underlying equity in CHL has been accounted for as if Connect M1-A1 Limited was a consolidated subsidiary and has been allocated to the concession based on its estimated fair value. The purchase price allocation is subject to revision if the finalization of the respective fair values results in a material difference to the preliminary estimate used.

          The pro forma financial statements have been prepared assuming our investments in MCG and Macquarie Luxembourg will be accounted for under the cost method of accounting.

          The company has entered into the management services agreement with the Manager, pursuant to which the Manager will provide the day-to-day operational and other management services for a base management fee and a performance fee. We have assumed that there is no debt at the company level and no commitments are outstanding to make future investments and that, therefore, the base management fee will be calculated solely with reference to the market capitalization of the trust shares. See “Our Manager — Management Services Agreement — Fees” for a discussion of how the base and performance fees of our Manager are calculated.

          The unaudited pro forma condensed combined statements of operations are not necessarily indicative of operating results that would have been achieved had the transactions described above been completed at the beginning of the fiscal year presented and should not be construed as indicative of future operating results.

          You should read these unaudited pro forma financial statements in conjunction with the accompanying notes, the financial statements of the consolidated businesses and the consolidated financial statements of CHL, including the notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” all included elsewhere in this prospectus.

40

MACQUARIE INFRASTRUCTURE COMPANY TRUST

CONDENSED COMBINED PRO FORMA BALANCE SHEET

At June 30, 2004

																				Pro Forma
														Macquarie						Combined
														Infrastructure						Macquarie
								Macquarie		Thermal		Northwind		Company						Infrastructure
	Atlantic			GAH		AvPorts		Parking		Chicago		Aladdin		Trust			Pro Forma			Company
	As Reported			As Reported		As Reported		As Reported		As Reported		As Reported		As Reported			Adjustments			Trust
	($ in thousands)
Assets
Current assets	$	11,375		$	3,216	$	10,650	$	5,266	$	6,305	$	3,203	$	—		$	14,548	(1)	$	54,563
Securities available for sale		—			—		—		—		—		—		—			70,000	(2)		70,000
Land		—			—		—		42,981		1,417		—		—			4,136	(3)		48,534
Net property and equipment		38,458			15,741		16,715		22,227		74,795		—		—			77,505	(4)		245,441
Deferred transaction and public offering costs		—			—		—		—		—		—		2,689			(2,689	)(5)		—
Deferred financing costs		1,116			—		2,465		3,295		—		—		—			2,353	(6)		9,229
Equipment lease receivables		—			—		—		—		14,788		32,592		—			—			47,380
Contract rights and other intangible assets		51,794			—		19,892		9,602		819		—		—			173,980	(7)		256,087
Restricted cash		—			—		—		5,702		—		2,411		—			9,698	(8)		17,811
Intangible assets with indefinite lives		—			—		—		—		—		—		—			31,598	(9)		31,598
Goodwill		33,234			13,461		6,270		64,861		—		—		—			117,262	(10)		235,088
Investment, at cost		—			—		—		—		—		—		—			35,957	(11)		35,957
Investment in unconsolidated business		—			—		—		—		—		—		—			76,699	(12)		76,699
Loan to affiliate		—			—		—		—		—		—		—			19,605	(13)		19,605
Other assets		564			—		932		2,077		—		2,376		—			(2,376	)(14)		3,573
Total assets	$	136,541		$	32,418	$	56,924	$	156,011	$	98,124	$	40,582	$	2,689		$	628,275		$	1,151,564
Liabilities and Shareholders’ Equity (Deficit)
Current liabilities	$	14,399		$	3,180	$	2,333	$	4,493	$	3,314	$	2,565	$	5,270		$	(7,157	)(15)	$	28,397
Deferred tax liabilities		24,249			—		—		—		10,609		4,486		—			93,597	(16)		132,941
Long-term debt		27,497			—		48,000		130,613		—		18,521		—			235,167	(17)		459,798
Other long-term liabilities		9,038			22,000		2,131		1,472		4,916		—		—			(29,738	)(18)		9,819
Total liabilities		75,183			25,180		52,464		136,578		18,839		25,572		5,270			291,869			630,955
Minority interests		—			—		—		7,202		—		5,246		—			(3,676	)(19)		8,772
Redeemable convertible preferred stock		64,099			—		—		—		—		—		—			(64,099	)(20)		—
Members’ redeemable interest		—			7,048		—		—		—		—		—			(7,048	)(21)		—
Total shareholders’ equity (deficit)		(2,741	)		190		4,460		12,231		79,285		9,764		(2,581	)		411,229	(22)		511,837
Total liabilities and shareholders’ equity (deficit)	$	136,541		$	32,418	$	56,924	$	156,011	$	98,124	$	40,582	$	2,689		$	628,275		$	1,151,564

41

MACQUARIE INFRASTRUCTURE COMPANY TRUST

CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS

Year Ended December 31, 2003

																				Pro Forma
																				Combined
																				Macquarie
									Macquarie			Thermal		Northwind						Infrastructure
	Atlantic		GAH						Parking			Chicago		Aladdin,			Pro Forma			Company
	As Reported		As Reported			AvPorts*			As Reported			As Reported		As Reported			Adjustments			Trust
	($ in thousands)
Fuel revenue	$	57,129	$	16,382		$	21,754		$	—		$	—	$	—		$	(2,666	)(1)	$	92,599
Service revenue		20,720		4,541			15,261			26,291			29,964		2,981			(693	)(2)		99,065
Total revenue		77,849		20,923			37,015			26,291			29,964		2,981			(3,359	)		191,664
Cost of revenue — fuel		27,003		8,365			10,504			—			—		—			(1,382	)(3)		44,490
Cost of revenue — service(a)		1,961		1,127			3,512			19,236			19,378		3,205			2,417	(4)		50,836
		48,885		11,431			22,999			7,055			10,586		(224	)		(4,394	)		96,338
Selling, general and administrative		29,159		8,484			16,101			1,749			2,922		34			(3,463	)(5)		54,986
Depreciation expense		2,126		872			946			—			—		—			(49	)(6)		3,895
Amortization expense		1,395		—			5,386			3,576			99		—			9,175	(7)		19,631
Operating income (loss)		16,205		2,075			566			1,730			7,565		(258	)		(10,056	)		17,827
Dividend income		—		—			—			—			—		—			5,121	(8)		5,121
Financing lease income		—		—			—			—			465		4,271			—			4,736
Other income		—		—			16			10			991		26			(439	)(9)		604
Interest income		71		—			—			21			1,000		—			1,639	(10)		2,731
Interest expense		4,820		2,321			3,759			8,281			4,772		2,773			(326	) (11)		26,400
Other expense		1,219		308			—			—			—		152			(1,527	)(12)		152
Income (loss) before taxes, minority interest and equity in earnings of CHL		10,237		(554	)		(3,177	)		(6,520	)		5,249		1,114			(1,883	)		4,466
Income tax expense (benefit)		4,192		—			(671	)		—			2,143		283			(5,530	)(13)		417
Minority interest in loss of consolidated subsidiaries		—		—						1,520			—		(306	)		(824	)(14)		390
Equity in earnings of CHL		—		—			—			—			—		—			3,796	(15)		3,796
Income (loss) from continuing operations	$	6,045	$	(554	)	$	(2,506	)	$	(5,000	)	$	3,106	$	525		$	6,619		$	8,235
Pro forma profit from continuing operations per share																				$
Pro forma weighted average number of trust shares outstanding

(a) Includes depreciation expense of: $ — $ — $ — $ 1,343 $ 2,998 $ — $ 2,681 $ 7,022

*  Reflects the combination of the unaudited financial information for the period from January 1, 2003 to March 31, 2003 with the audited financial information for the nine months ended December 31, 2003.

42

MACQUARIE INFRASTRUCTURE COMPANY TRUST

CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS

Six Months Ended June 30, 2004

																							Pro Forma
																	Macquarie						Combined
																	Infrastructure						Macquarie
								Macquarie			Thermal			Northwind			Company						Infrastructure
	Atlantic		GAH		AvPorts			Parking			Chicago			Aladdin,			Trust			Pro Forma			Company
	As Reported		As Reported		As Reported			As Reported			As Reported			As Reported			As Reported			Adjustments			Trust
	($ in thousands)
Fuel revenue	$	36,052	$	10,487	$	13,834		$	—		$	—		$	—		$	—		$	(1,936	)(1)	$	58,437
Service revenue		12,871		2,718		8,538			25,214			14,106			1,380			—			(254	)(2)		64,573
Total revenue		48,923		13,205		22,372			25,214			14,106			1,380			—			(2,190	)		123,010
Cost of revenue-fuel		18,345		5,782		7,364			—			—			—			—			(1,064	)(3)		30,427
Cost of revenue- service(a)		1,265		643		2,316			17,634			8,951			1,345			—			1,222	(4)		33,376
		29,313		6,780		12,692			7,580			5,155			35			—			(2,348	)		59,207
Selling, general and administrative		18,264		3,604		8,366			2,009			2,129			47			2,581			(1,392	)(5)		35,608
Depreciation expense		1,190		458		479			—			—						—			(36	)(6)		2,091
Amortization expense		733		—		3,040			1,840			49						—			4,587	(7)		10,249
Operating income (loss)		9,126		2,718		807			3,731			2,977			(12	)		(2,581	)		(5,508	)		11,258
Dividend income		—		—		—			—			—			—						1,734	(8)		1,734
Financing lease income		—		—		—			—			224			2,083									2,307
Other income		—		—		—			—			3,381						—			(3,298	)(9)		83
Interest income		27				—			11			488			—						886	(10)		1,412
Interest expense		2,147		1,253		1,470			3,977			12,335			1,256						(8,734	)(11)		13,704
Other expense		5,315		—		39			10			—			75			—			(5,253	)(12)		185
Income (loss) before taxes, minority interest and equity in earnings of CHL		1,691		1,465		(702	)		(245	)		(5,265	)		740			(2,581	)		7,802			2,905
Income tax expense (benefit)		674		—					—			(1,442	)		80			—			2,570	(13)		1,882
Minority interest in income of consolidated subsidiaries		—		—		—			148			—			(195	)		—			(122	)(14)		(169	)
Equity in earnings of CHL		—		—		—			—			—			—			—			3,550	(15)		3,550
Income (loss) from continuing operations	$	1,017	$	1,465	$	(702	)	$	(97	)	$	(3,823	)	$	465		$	(2,581	)	$	8,660		$	4,404
Pro forma loss from continuing operations per share
Pro forma weighted average number of trust shares outstanding

(a) Includes depreciation expense of:  $ — $ — $ — $ 1,145 $ 1,539 $ — $ — $ 1,340 $ 4,024

43

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The information in Note 1 provides all of the pro forma adjustments from each line item in the pro forma Condensed Combined Financial Statements. Note 2 describes how the adjustments were derived for each of the initial businesses and investments that we are acquiring.

Note 1. Pro Forma Adjustments

Balance Sheet:

1.  Current assets
	Working capital of the company, included prefunded capital expenditures	$	15,424	a
	Atlantic		4,614	b(1)
	Atlantic		(1,554	)b(2)
	GAH		(453	)c(1)
	GAH		1,113	c(2)
	GAH		(1,107	)c(3)
	AvPorts		(2,881	)d(1)
	Macquarie Parking		(608	)e(1)
		$	14,548
2.  Securities available for sale
	Investment in MCG	$	70,000	i(1)
3.  Land
	Macquarie Parking	$	1,743	e(2)
	Thermal Chicago		2,393	f(2)
		$	4,136
4.  Net property and equipment
	Atlantic	$	3,954	b(2)
	GAH		(3,596	)c(1)
	GAH		855	c(3)
	Macquarie Parking		1,318	e(1)
	Thermal Chicago		74,974	f(2)
		$	77,505
5.  Deferred transaction and public offering costs
	Macquarie Infrastructure Company Trust	$	(2,689	)j
6.  Deferred financing costs
	Atlantic	$	2,640	b(1)
	Atlantic		(1,116	)b(2)
	Macquarie Parking		(2,870	)e(1)
	Thermal Chicago		4,269	f(1)
	Northwind Aladdin		1,322	g(1)
	GAH		573	c(2)
	AvPorts		(2,465	)d(2)
		$	2,353

44

7.  Contract rights and other intangible assets
	Atlantic	$	89,606	b(2)
	GAH		19,900	c(3)
	Macquarie Parking		3,629	e(1)
	Thermal Chicago		16,958	f(2)
	AvPorts		43,887	d(2)
		$	173,980
8.  Restricted cash
	Atlantic	$	4,697	b(1)
	GAH		951	c(2)
	Thermal Chicago		4,050	f(1)
		$	9,698
9.  Intangible assets with indefinite lives
	Atlantic		6,600	b(2)
	Macquarie Parking	$	24,998	e(1)
		$	31,598
10.  Goodwill
	Atlantic	$	75,256	b(2)
	GAH		(1,771	)c(1)
	GAH		5,711	c(3)
	Macquarie Parking		20,661	e(1)
	Thermal Chicago		11,832	f(2)
	AvPorts		4,893	d(1)
	Macquarie Infrastructure Company Trust		680	j
		$	117,261
11.  Investment, at cost
	Macquarie Luxembourg	$	35,957	i(2)
12.  Investment in unconsolidated business
	Macquarie Yorkshire	$	76,699	h
13.  Loan to affiliate
	Macquarie Yorkshire	$	19,605	h
14.  Other assets
	Northwind Aladdin	$	(2,376	)g(2)
15.  Current liabilities
	Atlantic		(4,408	)b(2)
	GAH		(1,332	)c(1)
	GAH		(654	)c(3)
	Northwind Aladdin		(763	)g(2)
		$	(7,157	)
16.  Deferred tax liabilities
	Atlantic		35,900	b(2)
	Macquarie Parking		1,929	d(1)
	Thermal Chicago		37,774	f(2)
	AvPorts		17,994	d(1)
		$	93,597

45

17.  Long-term debt
Atlantic	$	130,000	b(1)
Atlantic		(27,497	)b(2)
GAH		27,400	c(2)
AvPorts		(12,000	)d
Thermal Chicago		100,000	f(1)
Northwind Aladdin		20,000	g(1)
Northwind Aladdin		(18,521	)g(2)
Macquarie Yorkshire		15,785	h
	$	235,167
18.  Other long-term liabilities
Atlantic	$	(7,738	)b(2)
GAH		(2,000	)c(1)
GAH		(20,000	)c(3)
	$	(29,738	)
19.  Minority interests
Macquarie Parking	$	(3,676	)e(1)
20.  Redeemable convertible preferred stock
Atlantic	$	(64,099	)b(2)
21.  Members’ redeemable interest
GAH	$	2,425	c(1)
GAH		4,623	c(3)
	$	7,048
22.  Total shareholders’ equity
Acquisitions	$	514,686	a
Atlantic		119,798	b(1)
Atlantic		2,741	b(2)
Atlantic		(119,798	)b(3)
GAH		(63	)c(1)
GAH		(127	)c(3)
GAH		26,000	c(2)
GAH		(26,000	)c(4)
Macquarie Parking		(12,231	)e(1)
Thermal Chicago		(79,285	)b(2)
Thermal Chicago		55,987	b(1)
Thermal Chicago		(55,987	)b(3)
Northwind Aladdin		(9,764	)g(2)
Northwind Aladdin		1,741	g(2)
Northwind Aladdin		6,253	g(1)
Northwind Aladdin		(6,253	)g(3)
AvPorts		(4,460	)d(1)
Macquarie Infrastructure Company Trust		(2,009	)j
	$	411,229

46

 Statement of Operations:

				Six Months
	Year Ended			Ended
	December 31,			June 30,
	2003			2004
1.  Fuel revenue
GAH	$	(2,666	)	$	(1,936	)B(1)
2.  Service revenue
GAH	$	(693	)	$	(254	)B(1)
3.  Cost of revenue — fuel
GAH	$	(1,382	)	$	(1,064	)B(1)
4.  Cost of revenue — service
GAH	$	(264	)	$	(118	)B(1)
Macquarie Parking		66			33	D(3)
Thermal Chicago		2,615			1,307	E(1)
	$	2,417		$	1,222
5.  Selling, general and administrative
GAH	$	(1,310	)	$	(580	)B(1)
GAH		(1,500	)		—	B(6)
Thermal Chicago		(653	)		(812	)E(5)
	$	(3,463	)	$	(1,392	)
6.  Depreciation expense
GAH	$	(92	)	$	(57	)B(1)
GAH		43			21	B(4)
	$	(49	)	$	(36	)
7.  Amortization
Atlantic	$	5,042		$	2,521	A(1)
GAH		1,146			573	B(2)
Macquarie Parking		1,749			875	D(1)
Thermal Chicago		1,327			664	E(2)
AvPorts		(90	)		(45)	C(1)
	$	9,175		$	4,587
8.  Dividend income
MCG	$	2,674		$	1,734	H
SEW		2,447			—	H
	$	5,121		$	1,734
9.  Other income
Thermal Chicago	$	(439	)	$	(3,298	)E(4)
10.  Interest income
Macquarie Yorkshire	$	1,639		$	886	G(2)

47

				Six Months
	Year Ended			Ended
	December 31,			June 30,
	2003			2004
11.  Interest expense
Atlantic	$	2,931		$	1,724	A(3)
GAH		(212	)		(52	)B(1)
GAH		(206	)		(219	)B(3)
Macquarie Parking		(3,265	)		(626	)D(2)
Thermal Chicago		2,261			(8,818	)E(3)
Northwind Aladdin		(1,493	)		(616	)E(2)
AvPorts		(1,177	)		(589	)C(2)
Macquarie Yorkshire		835			463	G(3)
	$	(326	)	$	(8,734	)
12.  Other expense
Atlantic	$	(1,219	)	$	(5,254	)A(2)
GAH		(308	)		—	B(5)
	$	(1,527	)	$	(5,254	)
13.  Income tax expense
Macquarie Infrastructure Company Trust	$	(5,530	)	$	2,570	I
14.  Minority interest in income of consolidated subsidiaries
Macquarie Parking	$	(824	)	$	(122	)D(4)
15.  Equity in earnings of CHL
Macquarie Yorkshire	$	3,796		$	3,550	G(1)

Note 2. Pro Forma Adjustments by Acquisition

          As a further illustration, we have grouped the pro forma adjustments detailed in Note 1 to the Pro Forma Condensed Combined Financial Statements by each initial business and investment to show the combined effect of the pro forma adjustments on each initial business and investment.

48

Balance Sheet:

a.	Reflects issuance of shares and the net proceeds from this offering (after deducting underwriting discounts and commission of $      million and estimated offering expenses of $     ) and the concurrent private placement to our Manager:
		To finance acquisitions	$	499,262
		Additional proceeds for working capital and capital expenditures		15,424
			$	514,686
	Acquisitions:
		Atlantic	$	119,798
		GAH		26,000
		AvPorts		41,900
		Macquarie Parking		62,848
		Thermal Chicago		55,987
		Northwind Aladdin		6,253
		Macquarie Yorkshire		80,519
		Macquarie Luxembourg		35,957
		MCG		70,000
			$	499,262
b.  Atlantic Acquisition
	The following information represents the pro forma adjustments made by us in Note 1 to reflect our acquisition of 100% of the shares of North America Capital for a total purchase price of $119.8 million in cash, and the incurrence by North America Capital of $130 million of senior debt used in the purchase of Executive Air Support Inc. from Atlantic’s prior shareholders, $6.4 million of which represents an increase of the purchase price at a rate of 17% per year from the date of acquisition by North America Capital of Atlantic on July 29, 2004 to our assumed acquisition date of November 30, 2004:
	1.  Reflects equity contributed and debt assumed in connection with the acquisition of North America Capital (the holding company for Atlantic) by us and related financing costs:
	Equity		$	(119,798	)
	Debt			(130,000	)
	Cash			4,614
	Deferred financing costs			2,640
	Restricted cash (six-month debt service reserve)			4,697
			$	(237,847	)

49

	2.  Reflects (1) purchase accounting adjustments to reflect Atlantic assets acquired and liabilities assumed at their estimated fair values, (2) elimination of liabilities not assumed and preferred stock redeemed and (3) elimination of historical shareholders’ deficit:
	Property and equipment	$	3,954
	Contract rights and other intangible assets		89,606
	Intangible assets with indefinite lives		6,600
	Goodwill		75,256
	Deferred financing costs		(1,116	)
	Deferred tax liabilities		(35,900	)
	Other long-term liabilities		7,738
	Cash not acquired		(1,554	)
	Liabilities not assumed and preferred stock redeemed:
	— Current liabilities		4,408
	— Long-term liabilities, net of current portion		27,497
	— Preferred stock		64,099
	Elimination of historical shareholders’ deficit		(2,741	)
		$	237,847
	3.  Elimination of North America Capital shareholders’ equity upon the acquisition by the company	$	119,798
c.  GAH Acquisition
	The following information represents the pro forma adjustments made by us in Note 1 to reflect our acquisition of 100% of the membership interests in GAH for a total purchase price of $26.0 million in cash, and the incurrence by GAH of $27.4 million of senior debt used to purchase GAH from GAH’s existing members:
	1.  Reflects elimination of aviation business of GAH not purchased by us:
	Current assets	$	(453	)
	Property and equipment		(3,596	)
	Goodwill		(1,771	)
	Current liabilities		1,332
	Other long-term liabilities		2,000
	Members’ redeemable interest		2,425
	Equity		63
		$	—
	2.  Reflects the equity contributed and debt assumed in connection with the acquisition of GAH by us and related financing costs:
	Equity	$	(26,000	)
	Debt		(27,400	)
	Cash		1,113
	Deferred financing costs		573
	Restricted cash (debt service reserve)		951
		$	(50,763	)

50

	3.  Reflects (1) purchase accounting adjustments to reflect GAH assets acquired and liabilities assumed at their estimated fair values, (2) elimination of liabilities not assumed and (3) elimination of historical member’s equity:
	Property and equipment	$	855
	Contract rights and other finite-lived intangible assets		19,900
	Goodwill		5,711
	Cash not acquired		(1,107	)
	Interest payable		654
	Other long-term liabilities		20,000
	Elimination of members’ redeemable interest		4,623
	Elimination of historical member’s equity		127
		$	50,763
	4.  Elimination of GAH shareholders’ equity upon the acquisition by the company	$	(26,000	)
d.  AvPorts Acquisition
	The following information represents the pro forma adjustments made by us in Note 1 to reflect our acquisition of 100% of ordinary shares of AvPorts for $29,900 and purchase of subordinated debt from previous owner of $12,000 for a total purchase price of $41.9 million in cash:
	1.  Reflects (1) purchase accounting adjustments to reflect AvPorts assets acquired and liabilities assumed at their estimated fair values, (2) elimination of liabilities not assumed (3) purchase of subordinated debt from previous owner and (4) elimination of historical shareholders’ equity:
	Contract rights and other finite-lived intangible assets	$	43,887
	Goodwill		4,893
	Deferred financing costs		(2,465	)
	Purchase of subordinated debt		12,000
	Cash not acquired		(2,881	)
	Deferred tax liabilities		(17,994	)
	Elimination of historical shareholders’ equity		4,460
		$	41,900

51

e.  Macquarie Parking Acquisition
	The following information represents the pro forma adjustments made by us in Note 1 to reflect our acquisition of 100% of the shares of MAPC, which owns a controlling interest in Macquarie Parking, plus the acquisition of the remaining membership interests in PCAA Holdings and certain minority investors in PCAA Parent, for a total purchase price of $62.8 million cash:
	Reflects (1) purchase accounting adjustments to reflect Macquarie Parking assets acquired and liabilities assumed at their estimated fair values, (2) working capital adjustment required by the MAPC purchase agreement and (3) elimination of historical shareholders’ equity:
	Cash not acquired	$	(608	)
	Land		1,743
	Property and equipment		1,318
	Other intangible assets		3,629
	Intangible assets indefinite-lives		24,998
	Goodwill		20,661
	Deferred financing costs		(2,870	)
	Deferred tax liabilities		(1,929	)
	Minority interests		3,676
	Elimination of historical shareholders’ equity		12,231
		$	62,848
f.  Thermal Chicago Acquisition
	The following information represents the pro forma adjustments made by us in Note 1 to reflect our acquisition of Thermal Chicago, for a total purchase price of $56.0 million in cash, and the incurrence by MDEH, the current owner of Thermal Chicago, of $100 million of senior debt used to finance the purchase of Thermal Chicago from Exelon Corporation, $3.7 million of which represents an increase of the purchase price at a rate of 17% per year from the date of acquisition by MDEH of Thermal Chicago on June 30, 2004 to our assumed acquisition date of November 30, 2004:
	1.  Reflects the equity contributed and debt assumed in connection with the acquisition of Thermal Chicago by us and related financing costs:
	Equity	$	(55,987	)
	Debt		(100,000	)
	Deferred financing costs		4,269
	Restricted cash (debt service reserve)		4,050
		$	(147,668	)
	2.  Reflects (1) purchase accounting adjustments to reflect Thermal Chicago assets acquired and liabilities assumed at their estimated fair values and (2) elimination of historical shareholders’ equity:
	Land	$	2,393
	Property and equipment		74,974
	Contract rights and other intangible assets		16,958
	Goodwill		11,832
	Deferred tax liabilities		(37,774	)
	Elimination of historical shareholders’ equity		79,285
		$	147,668

52

	3.  Elimination of Macquarie District Energy shareholders’ equity upon the acquisition by the company	$	(55,987	)
g.  Northwind Aladdin Acquisition
	The following information represents the pro forma adjustments made by us in Note 1 to reflect our acquisition of Northwind Aladdin, for a total purchase price of $6.3 million in cash, and the incurrence by MDEH, the current owner of Northwind Aladdin of $20 million of senior debt used to refinance the existing senior debt held by Northwind Aladdin, $0.2 million of which represents an increase of the purchase price at a rate of 20% per year from the date of acquisition by MDEH of Northwind Aladdin on September 29, 2004 to our assumed acquisition date of November 30, 2004:
	1.  Reflects the equity contributed and debt incurred in connection with the acquisition of Northwind Aladdin by us and related financing costs:
	Equity	$	(6,253	)
	Debt		(20,000	)
	Deferred financing costs		1,322
		$	(24,931	)
	2.  Reflects purchase accounting adjustments to reflect Northwind Aladdin (1) to record the acquisition of assets and liabilities at their estimated fair values (2) elimination of liabilities acquired by us (3) extraordinary gain adjustment resulting from fair value of net assets acquired in excess of purchase price and (4) elimination of historical shareholders’ equity:
	Other Assets		(2,376	)
	Liabilities acquired by us
	— Current liabilities		763
	— Long-term liabilities, net of current portion		18,521
	Equity adjustment — extraordinary gain to retained earnings		(1,741	)
	Elimination of historical shareholders’ equity		9,764
		$	24,931
	4.  Elimination of Northwind Aladdin shareholders’ equity upon acquisition by the company	$	(6,253	)
h.  Macquarie Yorkshire Acquisition
	The following information represents the pro forma adjustments made by us in Note 1 to reflect our acquisition of 100% of the shares of Macquarie Yorkshire, the owner of 50% of the capital stock of CHL, for a total purchase price of £43.3 million in cash ($79.6 million):
	Acquisition of Macquarie Yorkshire and related indebtedness:
	Investment in unconsolidated business	$	76,699
	Fair value of subordinated loans due from Connect M1-A1 Limited		19,605
	Fair value of loan due to Connect M1-A1 Limited		(15,785	)
		$	80,519

53

i.  Investment Acquisitions
	The following information represents the pro forma adjustments made by us in Note 1 to reflect our acquisition of (1) AUD 95.2 million ($70.0 million) of stapled securities issued by MCG in an at-the-market transaction; and (2) our subscription for 17.5% of the ordinary shares and PECs of Macquarie Luxembourg for a total purchase price of £20.0 million ($36.0 million), £1.9 million of which represents an increase of the purchase price at a rate of 17% per year from April 30, 2004 to the assumed closing date of November 30, 2004:
	1.  Securities available for sale:
	Investment in MCG	$	70,000
	2.  Investment in Macquarie Luxembourg:
	Macquarie Luxembourg	$	35,957
j.  Purchasing Accounting Adjustment
	The following pro forma adjustment made by us in Note 1 reflects the required accounting adjustment of deferred transaction and public offering costs.
	Reflects purchase accounting adjustment of deferred transaction and public offering costs:
	Goodwill	$	680
	Shareholders’ equity		2,009
	Deferred transaction and public offering costs		(2,689	)
		$	—

Statements of Operations:

						Six
						Months
			Year Ended			Ended
			December 31,			June 30,
			2003			2004
A.	The following entries represent the pro forma adjustments made by us in Note 1 to reflect the effect of our acquisition of North America Capital upon the results of operations for the year ended December 31, 2003 and for the six months ended June 30, 2004 as if we had acquired North America Capital at the beginning of the fiscal year presented:
	1.  Additional amortization expense of intangible assets resulting from the acquisition of Atlantic:
		Increase in the value assigned to contract rights of $87.2 million, which will be amortized over a useful life of 40 years	$	2,190		$	1,095
		Noncompete agreement of $4.1 million, which will be amortized over useful life of 2 years		2,050			1,025
		Increase in value assigned to customer relationships of $2.9 million, which will be amortized over useful life of 5 years		702			351
		Technology of $0.5 million, which will be amortized over useful life of 5 years		100			50
			$	5,042		$	2,521
	2.  Elimination of historical other expense related to a warrant issued to a debt holder. The warrant was canceled upon the acquisition of Atlantic by North America Capital		$	(1,219	)	$	(5,254	)

54

						Six
						Months
			Year Ended			Ended
			December 31,			June 30,
			2003			2004
	3.  Additional interest expense resulting from the acquisition of Atlantic:
		Incremental interest expense with respect to the $130 million long-term debt issued in connection with the acquisition of Atlantic	$	2,554		$	1,535
		Deferred financing cost related to the $130 million long-term debt issued in connection with the acquisition of Atlantic, amortized over the term of the facility	$	377		$	189
			$	2,931		$	1,724
B.	The following entries represent the pro forma adjustments made by us in Note 1 to reflect the effect of our acquisition of GAH upon the results of their operations for the year ended December 31, 2003 and for the six months ended June 30, 2004 as if we had acquired GAH at the beginning of the fiscal year presented:
	1.  Reflects elimination of results of operations relating to the aviation business of GAH not purchased by us:
		Fuel revenue	$	(2,666	)	$	(1,936	)
		Service revenue		(693	)		(254	)
		Cost of revenue — fuel		(1,382	)		(1,064	)
		Cost of revenue — service		(264	)		(118	)
		Selling, general and administrative		(1,302	)		(580	)
		Depreciation expense		(92	)		(57	)
		Interest expense		(219	)		(52	)
	2.  Additional amortization expense of intangible assets resulting from the acquisition of GAH:
		Contract rights of $17.8 million which will be amortized over 35 years	$	508		$	254
		Customer relationships of $1.1 million which will be amortized over 8 years		138			69
		Non-compete agreement of $1 million which will be amortized over 2 years		500			250
			$	1,146		$	573
	3.  Reduction of interest expense as a result of the acquisition of GAH:
		Incremental (reduction of) interest expense with respect to $27.4 million debt issued in connection with acquisition of GAH	$	(288	)	$	(261	)
		Amortization of deferred finance costs of $573 related to $27.4 million debt issued in connection with acquisition of GAH, amortized over the term of facility	$	82		$	42
			$	(206	)	$	(219	)
	4.  Additional depreciation expense resulting from the acquisition of GAH		$	43		$	21

55

						Six
						Months
			Year Ended			Ended
			December 31,			June 30,
			2003			2004
	5.  Elimination of historical other expense related to write-off of loan from prior owner of GAH		$	(308	)	$	—
	6.  Elimination of management fees paid to prior owner of GAH in connection with management services contract not assumed by us		$	(1,500	)	$	—
C.	The following entries represent the pro forma adjustments made by us in Note 1 to reflect the effect of our acquisition of AvPorts upon the results of their operations for the year ended December 31, 2003 and for the six months ended June 30, 2004 as if we had acquired AvPorts at the beginning of the fiscal year presented:
	1.  Reduction of amortization expense of intangible assets resulting from the acquisition of AvPorts:
		Contract rights of $62.5 million which will be amortized over 40 years	$	(90	)	$	(45	)
	2.  Reduction of interest expense as a result of the acquisition of AvPorts subordinated debt which is eliminated in consolidation.		$	(1,177	)	$	(589	)
D.	The following entries represent the pro forma adjustments made by us in Note 1 to reflect the effect of our acquisition of Macquarie Parking upon the results of their operations for the year ended December 31, 2003 and for the six months ended June 30, 2004 as if we had acquired Macquarie Parking at the beginning of the fiscal year presented:
	1.  Additional amortization expense of intangible assets resulting from the acquisition of MAPC:
		Customer relationships of $0.7 million, which will be amortized over 8 years	$	87		$	44
		Non-compete agreement of $2.9 million, which will be amortized over 21 months		1,651			826
		Leasehold rights of $0.2 million, which will be amortized over 18 years		11			5
			$	1,749		$	875
	2.  Adjustment to deferred finance cost amortization relating to Macquarie Parking. The deferred financing asset of Macquarie Parking was not assumed by us, and the related amortization expense as reported in the historical financial statements was therefore eliminated in the pro forma. The amortization expense was significantly higher for the year ended December 31, 2003, as MAPC wrote off its deferred finance costs concurrently with the refinancing of the debt in October 2003		$	(3,265	)	$	(626	)
	3.  Additional depreciation expense resulting from acquisition of Macquarie Parking, which will be amortized over 20 years		$	66		$	33
	4.  Increase in share of net loss resulting from acquisition of minority interests		$	824		$	122

56

						Six
						Months
			Year Ended			Ended
			December 31,			June 30,
			2003			2004
E.	The following entries represent the pro forma adjustments made by us in Note 1 to reflect the effect of our acquisition of Thermal Chicago upon the results of their operations for the year ended December 31, 2003 and for the six months ended June 30, 2004 as if we had acquired Thermal Chicago at the beginning of the fiscal year presented:
	1.  Additional depreciation expense resulting from the acquisition of Thermal Chicago:
		Increase in value assigned to easements of $5,692, amortized over a period of 40 years	$	142		$	71
		Value assigned to property, plant and equipment of $69.3 million, depreciated over a weighted average period of 28 years		2,473			1,236
			$	2,615		$	1,307
	2.  Additional amortization expense of intangible assets resulting from the acquisition of Thermal Chicago:
		Capital leases of $1.37 million which will be amortized over 20 years	$	69		$	34
		Customer relationships of $14.3 million which will be amortized over a period of 13.2 years		1,083			542
		Real estate leases of $2.1 million which will be amortized over 12 years		175			88
			$	1,327		$	664
	3.  Additional (reduction of) interest expense resulting from the acquisition of Thermal Chicago:
		Incremental (reduction of) interest expense with respect to $100 million long-term debt issued in connection with acquisition of Thermal Chicago. Interest expense was significantly higher for the six month period ended June 30, 2004 due to a $10.3 million make-whole payment associated with redemption of outstanding bonds	$	2,048		$	(8,925	)
		Amortization of deferred finance costs of $2.7 million related to $100 million long-term debt issued in connection with the acquisition of Thermal Chicago, amortized over the term of facility	$	213		$	107
			$	2,261		$	(8,818	)
	4.  Reduction of other income relating to debt not assumed by us:
		Gain on early extinguishment of debt		439			1,985
		Acceleration of debt premium income		—			1,313
			$	439		$	3,298
	5.  Reduction in selling, general and administrative expenses related to non-recurring transaction fees in connection with sale of Thermal Chicago incurred by previous owners.		$	(653	)	$	(812	)

57

					Six
					Months
		Year Ended			Ended
		December 31,			June 30,
		2003			2004
F.	The following entries represent the pro forma adjustments made by us in Note 1 to reflect the effect of our acquisition of Northwind Aladdin upon the results of their operations for the year ended December 31, 2003 and for the six months ended June 30, 2004 as if we had acquired Northwind Aladdin at the beginning of the fiscal year presented:
	1.  Reduction of interest expense as a result of the acquisition of Northwind Aladdin debt by us, which will be eliminated in consolidation	$	(1,493	)	$	(616	)
G.	The following entries represent the pro forma adjustments made by us in Note 1 to reflect the effect of our acquisition of Macquarie Yorkshire upon the results of the operations of the Macquarie Infrastructure Company Trust for the year ended December 31, 2003 and for the six months ended June 30, 2004 as if we had acquired Macquarie Yorkshire at the beginning of the fiscal year presented:
	1.  Equity in earnings of CHL and incremental amortization of the concession. The concession will be amortized based on a percentage of vehicle usage in the period relative to the total estimated vehicle usage over the life of the concession:
	Equity in historical earnings of CHL	$	6,891		$	5,291
	Incremental amortization of the concession		(3,095	)		(1,741	)
		$	3,796		$	3,550
	2.  Interest income on loans due from Connect M1-A1 Limited, net of premium amortization	$	1,639		$	886
	3.  Interest expense on loan due to Connect M1-A1 Limited	$	835		$	463
H.	Dividend income, net of withholding tax, from our investments in Macquarie Luxembourg and MCG. The dividend from Macquarie Luxembourg is based upon historical dividends paid adjusted to reflect impact of incremental interest expense to be incurred as a result of a change in capital structure upon Macquarie Luxembourg’s acquisition of SEW. The dividend from MCG is based upon historical dividends paid by MCG:
	Macquarie Luxembourg	$	2,674		$	—
	MCG		2,447			1,734
		$	5,121		$	1,734
I.	Adjustment to record the estimated tax (benefit) expense associated with the pro forma adjustments to pre-tax loss	$	(5,530	)	$	2,570

58

Note 3.     Pro Forma Loss from Continuing Operations per Share

          Pro forma loss from continuing operations per share is based on           and           weighted average number of shares for the year ended December 31, 2003 and six months ended June 30, 2004, respectively, reflecting the shares issued from this offering as if such shares were outstanding from the beginning of the respective periods.

Note 4.     Other Estimates

          In addition to the pro forma adjustments above, we expect to incur incremental administrative expenses, professional fees and management fees as a public company after the consummation of the transactions described above. 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 these fees and expenses will total approximately $5.0 million per year. The actual amount of these expenses and fees could vary significantly.

          In addition to the pro forma adjustments above, we expect to pay the manager, base and performance fees pursuant to the management services agreement. We estimate the base fees to total approximately $6.2 million per year based on a net investment value of $550 million per the management services agreement. 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.

Note 5.     Fees Paid to the Macquarie Group

          Included in the pro forma condensed consolidated financial statements are the advisory/arranging fees and capital charges that will be paid to members of the Macquarie Group for advisory and debt arranging services and bridge loan and equity underwriting facilities provided in connection with the acquisitions, and capital charges for those acquisitions that have been acquired by the Macquarie Group in anticipation of our offering. These advisory/arranging fees and capital charges have been capitalized and are included in the equity pro forma adjustments for each initial business and investment. These advisory/arranging fees and capital charges are summarized in the following table:

		In USD Thousands
Company		Advisory/Arranging Fees		Capital Charges		Total Fees
Atlantic		$	10,405	$	6,418	$	16,823
GAH			2,137		—		2,137
AvPorts			—		—		—
Macquarie Parking			—		—		—
Thermal Chicago			5,625		3,702		9,327
Northwind Aladdin			737		202		939
Yorkshire Link			—		—		—
SEW			1,260		3,445		4,705
MCG			—		—		—
	Total					$	33,777

59

SELECTED FINANCIAL DATA

          The selected consolidated financial data for Atlantic at December 31, 2002 and 2003 and for the years then ended were derived from the audited financial statements of Executive Air Support, Inc. included elsewhere in this prospectus. The selected consolidated financial data of Atlantic at June 30, 2004 and for the six months ended June 30, 2003 and 2004 were derived from the unaudited consolidated condensed financial statements of Executive Air Support, Inc. included elsewhere in this prospectus. The selected consolidated financial data for GAH at December 31, 2003 and for the year ended December 31, 2003 were derived from GAH’s audited consolidated financial statements included elsewhere in this prospectus. The summary financial data of GAH at June 30, 2004 and for the six months ended June 30, 2003 and 2004 were derived from GAH’s unaudited consolidated condensed financial statements included elsewhere in this prospectus.

          The selected consolidated financial data for AvPorts for the year ended December 31, 2001 and for the period January 1, 2002 through November 5, 2002 are derived from the audited consolidated statements of operations and cash flows of AvPorts Aviation Division (a division of American Port Services, Inc.), or the predecessor, included elsewhere in this prospectus. The selected consolidated financial data for AvPorts for the period June 28, 2002 to March 31, 2003 and for the nine months ended December 31, 2003 are derived from the audited consolidated financial statements of Macquarie Airports North America, Inc. included elsewhere in this prospectus. In respect of the year ended December 31, 2002 and 2003, we have divided the consolidated statements of operations and cash flows of AvPorts for the period June 28, 2002 (inception) to March 31, 2003 into the periods from June 28, 2002 (inception) to December 31, 2002 and from January 1, 2003 to March 31, 2003 based on the unaudited interim financial information of AvPorts. We have combined financial information from the consolidated statements of operations and cash flows of the predecessor for the period from January 1, 2002 to November 5, 2002 with the June 28, 2002 (inception) to December 31, 2002 consolidated statements of operations and cash flows of AvPorts. We have further combined financial information from the consolidated statements of operations and cash flows of AvPorts from January 1, 2003 to March 31, 2003 with the audited consolidated statements of operations and cash flows for the nine months ended December 31, 2003 included elsewhere in this prospectus. Presentation of this unaudited combined consolidated financial information is not a recognized presentation under accounting principles generally accepted in the United States and is not necessarily indicative of the actual operating results of AvPorts for the years ended December 31, 2002 and 2003. We have presented the unaudited combined financial information for the 12 months ended December 31, 2002 and 2003 on this basis for convenience in comparing results with the results for 2001, 2002 and 2003. The selected financial data for AvPorts at June 30, 2004 and for the six months ended June 30, 2003 and 2004 are derived from the unaudited consolidated financial statements included elsewhere in this prospectus.

          The selected consolidated financial data for Macquarie Parking for the year ended December 31, 2001 and for the period from January 1, 2002 to December 18, 2002 are derived from the audited consolidated statements of operations and cash flows of Off-Airport Parking Operations of PCA Parking Company of America, LLC, or the predecessor, included elsewhere in this prospectus. The selected consolidated financial data for Macquarie Parking for the period from July 23, 2002 to December 31, 2002 and for the year ended December 31, 2003 and at December 31, 2002 and 2003 are derived from the audited consolidated financial statements of Macquarie Parking included elsewhere in this prospectus. In respect of the year ended December 31, 2002, we have combined financial information from the consolidated statements of operations and cash flows of the predecessor for the period from January 1, 2002 to December 18, 2002 and from the consolidated financial statements of Macquarie Parking for the period from July 23, 2002 to December 31, 2002 included elsewhere in this prospectus. Presentation of this unaudited combined consolidated financial information is not a recognized presentation under accounting principles generally accepted in the United States and is not necessarily indicative of the actual operating results of Macquarie Parking for the year ended December 31, 2002. We have presented the unaudited combined financial information for the 12 months ended December 31, 2002 under this basis for convenience in comparing results with the results for 2002 and 2003. The selected financial data for Macquarie Parking at June 30, 2004 and for the six months ended June 30, 2003 and 2004 are derived from unaudited condensed consolidated financial statements included elsewhere in this prospectus.

          The selected consolidated financial data for Thermal Chicago at December 31, 2002 and 2003 and for the years ended December 31, 2001, 2002 and 2003 were derived from Thermal Chicago Corporation’s audited

60

consolidated financial statements included elsewhere in this prospectus. The summary financial data of Thermal Chicago at June 30, 2004 and for the six months ended June 30, 2003 and 2004 were derived from Thermal Chicago Corporation’s unaudited consolidated condensed financial statements included elsewhere in this prospectus.

          The selected consolidated financial data for Northwind Aladdin at December 31, 2003 and 2002 and for the years ended December 31, 2001, 2002 and 2003 were derived from ETT Nevada, Inc.’s audited consolidated financial statements included elsewhere in this prospectus. The summary financial data of Northwind Aladdin at June 30, 2004 and for the six months ended June 30, 2003 and 2004 were derived from ETT Nevada, Inc.’s unaudited consolidated condensed financial statements included elsewhere in this prospectus.

          The selected consolidated financial data for CHL at March 31, 2003 and 2004 and for the years ended March 31, 2002, 2003 and 2004 were derived from the audited financial statements included elsewhere in this prospectus. We indirectly own 50% of CHL and accordingly will account for CHL under the equity method.

          The selected financial data presented below represent the historical financial information for Atlantic, GAH, AvPorts, Macquarie Parking, Thermal Chicago, Northwind Aladdin and CHL and do not reflect the accounting for these businesses upon completion of the acquisitions and the operation of the businesses as a consolidated entity. You should read this information with the financial statements and related notes, the unaudited condensed combined pro forma financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

61

Atlantic

			Year Ended December 31,									Six Months Ended June 30,
			2001			2002			2003			2003			2004
			($ in thousands)
Statement of Operations Data:
Revenue:
	Fuel revenue		$	44,044		$	49,893		$	57,129		$	27,871		$	36,052
	Service revenue			16,300			18,698			20,720			10,647			12,871
		Total revenue		60,344			68,591			77,849			38,518			48,923
Cost of revenue:
	Cost of revenue — fuel			(20,702	)		(22,186	)		(27,003	)		(13,116	)		(18,345	)
	Cost of revenue — service			(1,399	)		(1,907	)		(1,961	)		(1,007	)		(1,265	)
		Gross profit		38,243			44,498			48,885			24,395			29,313
Selling, general and administrative expense				(26,063	)		(27,795	)		(29,159	)		(14,445	)		(18,264	)
Depreciation				(1,520	)		(1,852	)		(2,126	)		(1,039	)		(1,190	)
Amortization				(4,552	)		(1,471	)		(1,395	)		(698	)		(733	)
Operating income:				6,108			13,380			16,205			8,213			9,126
	Interest income			47			63			71			47			27
	Interest expense			(5,809	)		(5,351	)		(4,820	)		(2,426	)		(2,147	)
	Other income (expense)			221			—			(1,219	)		(52	)		(5,315	)
Income from continuing operations before income tax provision				567			8,092			10,237			5,782			1,691
(Provision) for income taxes				(1,114	)		(3,150	)		(4,192	)		(2,306	)		(674	)
Income (loss) from continuing operations				(547	)		4,942			6,045			3,476			1,017
Discontinued operations:
	Income (loss) from operations of discontinued operations			(290	)		197			121			(74	)		252
	Loss on disposal of discontinued operations			(649	)		(11,620	)		(435	)		(435	)		—
Income (loss) from discontinued operations (net of applicable income tax provisions)				(939	)		(11,423	)		(314	)		(509	)		252
Net income (loss)			$	(1,486	)	$	(6,481	)	$	5,731		$	2,967		$	1,269
Cash Flow Data:
Cash provided by operating activities			$	2,295		$	9,608		$	9,811		$	5,174		$	7,689
Cash (used in) investing activities				(5,626	)		(2,787	)		(4,648	)		1,161			(2,573	)
Cash provided by (used in) financing activities				4,137			(5,012	)		(5,956	)		(4,911	)		(6,000	)
Net increase (decrease) in cash			$	806		$	1,809		$	(793	)	$	1,424		$	(884	)

62

	At
	December 31,						At
							June 30,
	2002			2003			2004
	($ in thousands)
Balance Sheet Data:
Total current assets	$	10,176		$	10,108		$	11,375
Property and equipment, net		31,942			36,963			38,458
Contract rights and other intangibles, net		51,064			52,524			51,794
Goodwill		33,222			33,222			33,234
Total assets		128,836			135,210			136,541
Current liabilities		12,416			15,271			14,399
Deferred tax liabilities		20,848			22,866			24,249
Long-term debt		38,227			32,777			27,497
Total liabilities		74,968			75,369			75,183
Redeemable, convertible preferred stock		64,099			64,099			64,099
Stockholders’ deficit		(10,231	)		(4,258	)		(2,741	)

63

GAH

			Year Ended			Six Months Ended June 30,
			December 31,
			2003			2003			2004
			($ in thousands)
Statement of Operations Data:
Revenue:
	Fuel revenue		$	16,382		$	9,405		$	10,487
	Non-fuel revenue			4,541			2,134			2,718
		Total revenue		20,923			11,540			13,205
Cost of revenue:
	Cost of revenue — fuel			(8,365	)		(4,796	)		(5,782	)
	Cost of revenue — non-fuel			(1,127	)		(445	)		(643	)
		Gross profit		11,431			6,299			6,780
Selling, general and administrative expense				6,860			(3,243	)		(3,604	)
Depreciation				(872	)		(425	)		(458	)
Write-off of note receivable from member				(308	)		(308	)		—
Management and consulting fees				(1,624	)		(1,624	)		—
Operating income:				1,768			700			2,717
	Interest expense			(2,321	)		(1,002	)		(1,252	)
Net income (loss)			$	(554	)	$	(302	)	$	1,465
Cash Flow Data:
Cash provided by operating activities			$	902		$	578		$	2,852
Cash (used in) investing activities				(13,910	)		(13,351	)		(1,895	)
Cash (used in) financing activities				(18	)		14			—
Net increase (decrease) in cash			$	(13,026	)	$	(12,760	)	$	956

	At		At
	December 31,		June 30,
	2003		2004
	($ in thousands)
Balance Sheet Data:
Total current assets	$	1,905	$	3,216
Property and equipment, net		14,041		13,834
Real estate development costs		262		1,907
Goodwill		13,461		13,461
Total assets		29,669		32,418
Current liabilities		1,896		3,180
Total liabilities		23,896		25,180
Member’s redeemable interest		5,619		7,048
Members’ equity		153		190

64

AvPorts

						Predecessor			Successor
			Predecessor			January 1,			June 28,			Combined			January 1,			April 1, 2003			Combined			Six Months Ended
			Year Ended			2002 to			2002 to			Year Ended			2003 to			to			Year Ended			June 30,
			December 31,			November 5,			December 31,			December 31,			March 31,			December 31,			December 31,
			2001			2002			2002(1)			2002			2003			2003			2003			2003			2004
			($ in thousands)
Statement of Operations Data:
Revenue:
	Fuel revenue		$	18,494		$	17,423		$	2,884		$	20,307		$	5,484		$	16,270		$	21,754		$	10,882		$	13,834
	Service revenue			10,442			11,196			2,274			13,470			4,401			10,860			15,261			7,646			8,538
		Total revenue		28,936			28,619			5,158			33,777			9,885			27,130			37,015			18,468			22,372
Cost of revenue:
	Cost of revenue — fuel			(8,926	)		(8,438	)		(1,399	)		(9,837	)		(2,925	)		(7,579	)		(10,504	)		(5,276	)		(7,364	)
	Cost of revenue — service			(2,852	)		(2,468	)		(391	)		(2,859	)		(727	)		(2,785	)		(3,512	)		(2,096	)		(2,316	)
		Gross profit		17,158			17,713			3,368			21,081			6,233			16,766			22,999			11,096			12,692
Selling, general and administrative expense				(13,606	)		(12,988	)		(2,274	)		(15,262	)		(4,514	)		(11,587	)		(16,101	)		(7,470	)		(8,366	)
Depreciation and amortization				(1,604	)		(1,143	)		(1,010	)		(2,153	)		(1,568	)		(4,764	)		(6,332	)		(3,529	)		(3,519	)
Transitional services				—			—			(1,000	)		(1,000	)		—			—			—
Operating income (loss)				1,948			3,582			(916	)		2,666			151			415			566			97			807
	Interest expense			(14	)		(17	)		(590	)		(607	)		(909	)		(2,850	)		(3,759	)		(1,650	)		(1,470	)
	Other income (expense)			(265	)		3			—			3			29			(13	)		16			(7	)		(39	)
Income (loss) before income tax				1,669			3,568			(1,506	)		2,062			(729	)		(2,448	)		(3,177	)		(1,560	)		(702	)
Income tax expense (benefit)				1,489			2,301			—			2,301			(705	)		34			(671	)		(532	)		—
Net income (loss)			$	180		$	1,267		$	(1,506	)	$	(246	)	$	(24	)	$	(2,482	)	$	(2,506	)	$	(1,027	)	$	(702	)
Cash Flow Data:
Cash provided by operating activities			$	2,481		$	6,506		$	85		$	6,591		$	1,362		$	1,993		$	3,355		$	2,986		$	2,797
Cash (used in) investing activities				(7,385	)		(208)			(53,160	)		(53,368	)		46			(2,609	)		(2,563	)		(935	)		(603	)
Cash provided by (used in) financing activities				5,442			(6,103	)		56,477			50,374			6			(725	)		(719	)		(477	)		(1,203	)
Net increase (decrease) in cash			$	538		$	195		$	3,402		$	3,597		$	1,414		$	(1,341	)	$	73		$	1,573		$	991

(1)  Established on June 28, 2002, operations commenced on November 5, 2002 with the acquisition of the predecessor.

65

	At		At
	December 31,		June 30,
	2003		2004
	($ in thousands)
Balance Sheet Data:
Total current assets	$	10,436	$	10,650
Property and equipment, net		16,679		16,715
Contractual arrangements		21,352		21,352
Goodwill		6,270		6,270
Total assets		59,779		56,924
Current liabilities		3,218		2,483
Long-term debt		48,000		48,000
Total liabilities		52,782		52,614
Stockholders’ equity		6,997		4,310

66

Macquarie Parking

					Predecessor			Successor
		Predecessor			January 1,			July 23,			Combined						Six Months Ended
		Year Ended			2002 to			2002 to			Year Ended			Year Ended			June 30,
		December 31,			December 18,			December 31,			December 31,			December 31,
		2001			2002			2002(2)			2002			2003(3)			2003			2004(3)
		($ in thousands)
Statement of Operations Data:
Revenue		$	20,541		$	20,524		$	525		$	21,049		$	26,291		$	9,230		$	25,214
Direct expenses(1)			(15,773	)		(15,095	)		(458	)		(15,553	)		(19,236	)		(6,912	)		(17,634	)
			4,768			5,429			67			5,496			7,055			2,318			7,580
Selling, general and administrative expenses			(1,084	)		(1,219	)		(563	)		(1,782	)		(1,749	)		(462	)		(2,009	)
Amortization of intangibles			(484	)		(26	)		(60	)		(86	)		(3,576	)		(991	)		(1,840	)
Operating income			3,200			4,184			(556	)		3,628			1,730			865			3,731
	Interest income		—			—			1			1			21			13			11
	Interest expense		(7,227	)		(10,921	)		(104	)		(11,025	)		(8,281	)		(1,747	)		(3,977	)
	Other expense		(15	)		—			(1	)		(1	)		—			—			(10	)
	Other income		—			10			—			10			10			—			—
Loss before income taxes and minority interests			(4,042	)		(6,727	)		(660	)		(7,387	)		(6,520	)		(869	)		(245	)
Income tax (expense) benefit			—			—			—			—			—			—			—
Minority interest in loss of consolidated subsidiaries			—			—			24			24			1,520			34			148
Net loss		$	(4,042	)	$	(6,727	)	$	(636	)	$	(7,363	)	$	(5,000	)	$	(835	)	$	(97	)
(1) Includes depreciation expense of		$	1,949		$	1,854		$	36		$	1,890		$	1,343		$	501		$	1,145
(2) Established on July 23, 2002, operations commenced on December 19, 2002 with the acquisition of the predecessor.
(3) Includes Avistar, which was acquired on October 1, 2003.

				Predecessor			Successor
	Predecessor			January 1,			July 23,			Combined						Six Months Ended
	Year Ended			2002 to			2002 to			Year Ended			Year Ended			June 30,
	December 31,			December 18,			December 31,			December 31,			December 31,
	2001			2002			2002(1)			2002			2003(2)			2003			2004(2)
	($ in thousands)
Cash Flow Data:
Cash provided by (used in) operating activities	$	2,213		$	(588	)	$	1,373		$	785		$	765		$	(1,595	)	$	1,837
Cash (used in) investing activities		(302	)		(624	)		(12,923	)		(13,547	)		(73,956	)		(92	)		(312	)
Cash provided by (used in) financing activities		(1,902	)		1,227			21,407			22,634			65,686			(6,523	)		(1,270	)
Net increase (decrease) in cash	$	9		$	15		$	9,857		$	9,872		$	(7,505	)	$	(8,210	)	$	255

67

	At December 31,				At
					June 30,
	2002		2003		2004
	($ in thousands)
Balance Sheet Data:
Total current assets	$	10,179	$	4,639	$	5,266
Land		17,058		42,981		42,981
Property and equipment, net		15,233		22,316		22,227
Goodwill and other intangible assets with finite lives		31,808		64,839		64,861
Total assets		85,502		155,143		156,011
Current liabilities		2,959		4,730		4,493
Long-term debt		59,679		130,658		130,613
Total liabilities		62,644		136,372		136,578
Shareholders’ equity		22,307		12,421		12,230

(1)	Established on July 23, 2002, operations commenced on December 19, 2002 with the acquisition of the predecessor.
(2)	Includes Avistar, which was acquired on October 1, 2003.

68

Thermal Chicago

											Six Months Ended
		Year Ended December 31,									June 30,
		2001			2002			2003			2003			2004
		($ in thousands)									(Unaudited)
Statement of Operations Data:
Revenue		$	24,182		$	29,176		$	29,964		$	12,617		$	14,106
Direct expenses(1)			(18,012	)		(20,973	)		(19,378	)		(7,886	)		(8,951	)
			6,170			8,203			10,586			4,730			5,155
General and administrative expenses			(1,823	)		(2,934	)		(2,922	)		(1,101	)		(2,129	)
Amortization			(136	)		(136	)		(99	)		(49	)		(49	)
Operating income			4,211			5,133			7,565			3,580			2,976
	Interest income		1,257			1,075			1,000			508			488
	Interest expense		(16,430	)		(7,816	)		(4,772	)		(2,534	)		(12,335	)
	Equipment lease income		479			568			465			235			225
	Rental income		211			146			146			73			73
	Gain (loss) on sale of assets		(101	)		(140	)		42			42			—
	Gain on early extinguishment of debt		—			—			439			439			—
	Gain on elimination of debt		—			—			—			—			1,985
	Acceleration of debt premium/discount		—			—			—			42			1,313
	Other, net		204			88			364			11			10
Income (loss) before income taxes			(10,169	)		(946	)		5,249			2,396			(5,265	)
Income tax (expense) benefit			4,189			(398	)		(2,144	)		(1,262	)		1,441
Cumulative effect of change in accounting principle, net of tax			—			—			(299	)		(299	)		—
Net income (loss)		$	(5,980	)	$	(1,344	)	$	2,806		$	835		$	(3,823	)
(1) Includes depreciation expense of		$	2,032		$	2,561		$	2,998		$	1,481		$	1,539

										Six Months Ended
	Year Ended December 31,									June 30,
	2001			2002			2003			2003			2004
	($ in thousands)
Cash Flow Data:
Cash provided by (used in) operating activities	$	(7,022	)	$	20,692		$	12,573		$	11,116		$	(2,020	)
Cash (used in) investing activities		(2,826	)		(15,749	)		(3,522	)		(2,722	)		(692	)
Cash provided by (used in) financing activities		11,264			(3,838	)		(10,678	)		(9,126	)		(4,397	)
Net increase (decrease) in cash	$	1,416		$	1,105		$	(1,627	)	$	(732	)	$	(7,109	)

	At December 31,				At
					June 30,
	2002		2003		2004
	($ in thousands)
Balance Sheet Data:
Total current assets	$	26,672	$	28,965	$	6,305
Land		1,417		1,417		1,417
Equipment, lease receivable, non-current		15,609		15,078		14,788
Property, plant and equipment, net		75,162		75,672		74,795
Other assets		2,967		1,846		819
Total assets		121,827		122,978		98,124
Current liabilities		77,050		103,439		3,314
Deferred income taxes		—		9,171		10,609
Other non-current liabilities		42,011		4,795		4,917
Total liabilities		119,061		117,404		18,840
Shareholders’ equity		2,766		5,573		79,285

69

Northwind Aladdin

											Six Months Ended
		Year Ended December 31,									June 30,
		2001			2002			2003			2003			2004
		($ in thousands)									(Unaudited)
Statement of Operations Data:
Revenue		$	3,597		$	3,293		$	2,981		$	1,308		$	1,380
Direct expenses			3,462			3,221			3,205			1,325			1,345
			135			72			(224	)		(17	)		35
General and administrative expenses			21			24			12			5			24
Other operating expenses			569			1,368			22			4			23
Operating profit (loss)			(454	)		(1,320	)		(258	)		(26	)		(12	)
	Lease income		6,090			5,836			4,271			2,155			2,083
	Interest expense		(3,512	)		(3,113	)		(2,773	)		(1,413	)		(1,256	)
	Income (loss) from subsidiaries		(105	)		(25	)		26			24			—
	Amortization of deferred lease valuation reserve		—			—			(152	)		(76	)		(75	)
	Other, net		13			(9	)		—			—			—
Income before income taxes and minority share			2,031			1,370			1,113			665			740
Income tax (expense) benefit			(525	)		(334	)		(283	)		(170	)		(80	)
Income before minority share			1,506			1,036			831			494			660
Minority interest			(704	)		(417	)		(306	)		(179	)		(195	)
Net income		$	802		$	620		$	525		$	316		$	465

										Six Months Ended
	Year Ended December 31,									June 30,
	2001			2002			2003			2003			2004
	($ in thousands)
Cash Flow Data:
Cash provided by (used in) operating activities	$	(631	)	$	(1,243	)	$	1,694		$	1,042		$	1,021
Cash provided by (used in) investing activities		272			2,345			1,061			453			641
Cash provided by (used in) financing activities		(3,860	)		(1,101	)		(2,038	)		(911	)		(1,068	)
Net increase (decrease) in cash and cash equivalents	$	(4,219	)	$	1		$	717		$	585		$	594

	At December 31,				At
					June 30,
	2002		2003		2004
	($ in thousands)
Balance Sheet Data:
Total current assets	$	2,053	$	2,551	$	3,203
Equipment lease receivables, net		34,622		33,294		32,592
Total assets		41,563		40,679		40,582
Current liabilities		8,331		7,933		2,565
Deferred income taxes		4,040		4,709		4,486
Losses in excess of capital contribution to equity investments		371		—		—
Other non-current liabilities		21,628		19,669		18,521
Total stockholder’s equity		2,448		3,318		9,764
Total liabilities and stockholder’s equity		41,563		40,679		40,582

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CHL

	Year Ended March 31,
	2002			2003			2004
	(£ in thousands)
Statement of Operations Data:
Revenue	£	46,051		£	45,267		£	46,284
Costs of revenue(1)		(10,892	)		(11,404	)		(12,702	)
Gross margin		35,159			33,863			33,582
General and administrative expenses		(1,264	)		(1,245	)		(1,157	)
Operating income		33,895			32,618			32,425
Interest expense		(26,741	)		(22,168	)		(20,349	)
Interest income		1,539			1,772			1,638
Income (loss) from interest rate swaps		(2,245	)		(15,260	)		1,597
Income tax expense (benefit)		1,899			(925	)		4,229
Net income (loss)	£	4,549		£	(2,113	)	£	11,082
Cash Flow Data:
Cash provided by (used in) operating activities	£	16,004		£	16,152		£	16,146
Cash provided by (used in) investing activities		(21,294	)		10,261			(1,239	)
Cash provided by (used in) financing activities		6,500			(27,072	)		(15,320	)
Net increase (decrease) in cash and cash equivalents	£	1,210		£	(659	)		(413	)
(1) Includes depreciation expense of	£	9,201		£	9,508		£	9,790

	At March 31,
	2003			2004
	(£ in thousands)
Balance Sheet Data:
Total current assets	£	16,714		£	18,840
Machinery and equipment, net		22,237			20,495
Investment in concession, net		233,395			225,366
Loans receivable from shareholders		15,917			16,759
Total assets		297,799			286,573
Total current liabilities		15,032			19,165
Long-term debt		306,676			291,238
Fair value of interest rate swaps		27,034			18,617
Total liabilities		348,742			329,098
Shareholders’ deficit		(50,943	)		(42,525	)

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Overview

General

          We are dependent upon cash distributions from our initial businesses and investments to meet our corporate overhead and management fee expenses and to pay dividends. We expect to receive dividends from our airport services business, airport parking business and district energy business through our directly owned holding company for all of our businesses based in the United States, MIC Inc. We will receive interest and principal on our subordinated loans to Connect M1-A1 Limited and dividends from our toll road business and dividends from our investments in MCG and SEW through directly owned holding companies that we will establish to hold our interest in each business and investment.

          Distributions received from our initial businesses and investments by the above-mentioned directly owned subsidiaries of the company, net of any tax payable by these subsidiaries, will be available first to meet management fees and corporate overhead expenses of these subsidiaries, the company and the trust and then to fund dividend payments by the company to the trust and then to shareholders. Base and performance management fees payable to our Manager will be allocated between the company and the directly owned subsidiaries based on the company’s internal allocation policy.

          We intend to pursue a policy of paying regular distributions per share. Our dividend policy is based on the predictable and stable cash flows of our initial businesses and investments and on our intention to pay out as distributions to our shareholders the majority of our free cash flow and not to retain significant cash balances in excess of what is required as prudent reserves in our operating subsidiaries. We therefore intend to finance our acquisition and internal growth strategy primarily through a combination of issuing new equity and incurring debt and not through retained earnings. We would expect new debt to be incurred either on a non-recourse basis at the operating business level, at the MIC Inc. level or, in limited circumstances, at the company level. If our strategy is successful, we would expect to increase the level of distributions we are able to make in the future.

          We are exposed to currency fluctuations with respect to our toll road business (denominated in Pounds Sterling) and our investment in SEW (denominated in Pounds Sterling) and MCG (denominated in Australian dollars). The impact of currency fluctuations on our earnings and cash flows is discussed under “Quantitative and Qualitative Disclosures about Market Risk.”

Airport Services Business

          Our airport services business comprises Atlantic and AvPorts and will be owned by our indirect wholly owned subsidiaries, North America Capital Holding Company and Macquarie Airports North America Inc., respectively. Our airport services business depends upon the level of general aviation activity, in particular jet fuel consumption, at the airports at which it operates because its primary source of revenues is sales of jet fuel. General aviation activity is in turn a function of economic and demographic growth in the regions serviced by a particular airport and the general rate of economic growth in the United States. According to the FAA, in 2001 and 2002, the number of general aviation fixed wing turbine aircraft in the United States, which are the major consumers of the services of our airport services business, increased by 12.7% and 5.7%, respectively. General aviation jet fuel consumption declined in 2001 by 2.0% and increased in 2002 by 3.3%. The FAA projected that general aviation jet fuel consumption grew by 0.5% in 2003 and will grow by 2.9% in 2004.

          A number of our airports are located near key business centers, for example, New York – Teterboro, Chicago – Midway and Philadelphia. We believe that as a result the growth in fuel consumption and general aviation activity is higher at our airports than the industry average nationwide. We also believe that through providing superior service, demand for our airport services will grow faster than the overall growth expected in the general aviation market.

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          Fuel revenue is a function of the volume sold at each location and the average per gallon sale price. The average per gallon sale price is a function of our cost of fuel plus, where applicable, fees paid to airports for each gallon sold (Cost of revenue - fuel), plus our margin. Our fuel gross profit (Fuel revenue less Cost of revenue - fuel) depends on the volume of fuel sold and the average dollar margin earned per gallon. The margin charged to customers varies based on business considerations. Dollar margins per gallon are generally insensitive to the wholesale price of fuel with both increases and decreases in the wholesale price of fuel generally passed through to customers, subject to the level of price competition that exists at the various FBOs.

          Our airport services business also earns revenues from activities other than fuel sales (non-fuel revenue). For example, our airport services business earns revenues from refueling some general aviation customers and some commercial airlines on a “pass-through basis” where we act as a fueling agent for fuel suppliers, and to commercial airlines, receiving a fee, generally on a per gallon basis. In addition, our airport services business earns revenue from aircraft landing and parking fees and by providing general aviation customers with other services, such as de-icing and hangar rental. We also provide de-icing services to commercial airlines. Our airport services business also earns management fees for its operation of five regional airports under management contracts.

          In generating non-fuel revenue, our airport services business incurs supply expenses (Cost of revenue - non-fuel), such as de-icing fluid costs and payments to airport authorities, which vary from site to site. Cost of revenue - non-fuel are directly related to the volume of services provided and therefore increase in line with non-fuel revenue.

          Our airport services business incurs expenses in operating and maintaining each FBO, such as salaries, rent and insurance, which are generally fixed in nature, although the majority will increase over the medium term with the level of activity at the FBO. In addition, our airport services business incurs general and administrative expenses at the head office that include senior management expenses as well as accounting, information technology, human resources, environmental compliance and other system costs.

Macquarie Parking

          Our airport parking business comprises MAPC and its subsidiaries. The revenues of Macquarie Parking are driven by the volume of passengers using the airports at which it operates, its market share at each location and its parking rates. Historically, air passenger numbers have grown over the long term at rates higher than general economic growth. Nevertheless, the impact of the events surrounding September 11, 2001 and the 2001 recession resulted in a decline in enplanements well in excess of the decline in economic growth. According to the FAA, enplanements in the United States declined by 7.6% in 2001 and 8.5% in 2002. Growth in air travel rebounded in 2003 consistent with trends following other severe disruptions to air travel, such as those caused by the Gulf War in 1991. The FAA reported that total enplanements in the United States grew by 2.5% in 2003 over 2002 despite the negative impact of the Iraq War and the SARS epidemic on air travel in 2003, and has forecast growth in total enplanements in the United States in 2004 of 7.1%.

          Macquarie Parking aims to grow its revenue at rates higher than enplanement growth by increasing its market share at each location and increasing parking rates. Macquarie Parking competes for market share against other parking facilities (on- and off-airport) and to a lesser extent against alternative modes of transport to the airport, such as trains, taxis, private transport or rental cars. Among other factors, market share is driven by the capacity of the parking facility, the proximity of the parking facility to the airport, the quality of service provided and the parking rates. Macquarie Parking seeks to increase market share through marketing initiatives to attract air travelers who have not previously used off-airport parking and by improved services.

          In the discussions of Macquarie Parking’s results of operations, we disclose the average daily occupancy for each period. Macquarie Parking measures occupancy by counting the number of cars at the “lowest point of the day” between 12 a.m. and 2 a.m. every night. At this time, customer activity is low, and thus Macquarie Parking can take an accurate measure of the car count at each location. This method

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means that turnover and intra-day activity are not taken into account and occupancy during the day is likely to be much higher than when the counts are undertaken.

          Macquarie Parking’s customers pay a fee for parking at its locations. The parking fees collected constitute the revenue earned by Macquarie Parking. The prices charged are a function of demand, quality of service and competition. Parking rate increases are often led by on-airport parking lots. Most airports have historically increased parking rates rapidly with increases in demand, creating a favorable pricing environment for off-airport competitors. Further, Macquarie Parking seeks to increase parking rates through the addition of services such as car washes and covered parking.

          In providing parking services, Macquarie Parking incurs expenses, such as personnel costs and the costs of leasing, operating and maintaining its shuttle buses. These costs are incurred in providing customers with service at each parking lot as well as in transporting them to and from the airport terminal. Generally, as the level of occupancy, or usage, at each of Macquarie Parking’s locations increases, labor and the other costs related to the operation of each facility increases.

          Other costs incurred by Macquarie Parking relate to the provision of the infrastructure that the business requires to operate. These costs include marketing and advertising, rents and other real estate related costs and general and administrative expenses associated with the head office function.

District Energy Business

          Our district energy business is comprised of Thermal Chicago and Northwind Aladdin. Thermal Chicago sells chilled water to 97 customers in the Chicago downtown area and one customer outside of the downtown area under long-term contracts. Pursuant to these contracts, Thermal Chicago receives both capacity and consumption payments. Capacity payments (cooling capacity revenue) are received irrespective of the volume of chilled water used by a customer and these payments generally increase in line with inflation. Capacity payments constituted approximately 53% of Thermal Chicago’s total revenue in 2003. Consumption payments (cooling consumption revenue) are a per unit charge for the volume of chilled water used. Such payments are higher in the summer months when the demand for chilled water is at its highest and, as a consequence, in general approximately two-thirds of consumption revenue is received in the third quarter of each year. Consumption payments also fluctuate moderately from year to year depending on weather conditions. Pursuant to the customer contracts, consumption payments generally increase in line with a number of economic indices that reflect the cost of electricity, labor and other input costs relevant to the operations of Thermal Chicago. The weighting of the individual economic indices broadly reflects the composition of Thermal Chicago’s direct expenses. As a consequence, Thermal Chicago’s operating income will tend to be unaffected to the extent increases in its direct expenses are in line with these indices.

          Thermal Chicago’s principal direct expenses in 2003 were electricity (40%), labor (15%), and operations and maintenance (17%). Electricity costs fluctuate in line with the volume of chilled water produced. Thermal Chicago particularly focuses on minimizing the amount of electricity consumed per unit of chilled water produced, including by storing thermal energy by producing ice at night when electricity costs are generally lower. The ice is then used during the day to chill water when electricity costs and consumption are highest. Other direct expenses, including labor, operations and maintenance, depreciation, and general and administrative are largely fixed irrespective of the volumes of chilled water produced.

          Northwind Aladdin provides cold and hot water and back-up electricity under two long-term contracts that expire in February 2020. Pursuant to these contracts, Northwind Aladdin receives monthly fixed payments of approximately $5.4 million per annum through March 2016 and monthly fixed payments of approximately $2.0 million per year thereafter through February 2020. Approximately 90% of these payments are received from the Aladdin resort and casino and the balance from the Desert Passage shopping mall. In addition, Northwind Aladdin receives consumption and other variable payments from its customers that allow it to recover all of its operating costs.

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          In addition to purchasing a 75% interest in Northwind Aladdin, we also intend to acquire all of Northwind Aladdin’s senior debt. This debt pays interest quarterly at a rate of 12.14% and is scheduled to fully amortize by the end of 2012.

Toll Road Business

          We will own our toll road business through our 50% interest in CHL and share control with our joint venture partner Balfour Beatty. The sole source of revenue of our toll road business is “shadow tolls” received from the U.K. government. These revenues are a function of traffic volume and shadow toll rates. In general, traffic volume is driven by general economic and demographic growth in the region served. Yorkshire Link has been in operation for over five years and traffic volumes have grown continuously over this period. It is typical for a toll road to show strong traffic growth early in its life as drivers switch from congested alternative routes to the new road and then, as the road matures, for growth to trend toward levels that are reflective of overall economic and demographic growth in the region serviced by the road. As Yorkshire Link is a mature toll road, we expect that future traffic growth during the remainder of the concession will be consistent with economic growth rates.

          Based on a formula contained in the concession, revenues increase with increases in the volume of traffic using Yorkshire Link and the rate of inflation in the U.K. If traffic volumes do not increase and there is no inflation, toll rates will decline moderately through time due to the operation of the rate structure under the concession. Also, periodically, a global factor in the formula serves to decrease or increase shadow toll rates. The payment calculations are discussed further in “Business — Our Interest in Yorkshire Link — Calculation of Revenue.” The operations of Yorkshire Link are relatively straightforward and currently require limited cash operating expenses. This is partially a reflection of the fact that the road is new. For example, expenses, excluding depreciation, comprised only 9% of revenues for the year ended March 31, 2004. The majority of revenues after expenses will be used to service Connect M1-A1 Limited’s debt payments and the remainder will be used to pay distributions to us and our joint venture partner.

          Operating expenses comprise two components: a recurring component that reflects the day-to-day cost of operating Yorkshire Link; and periodic maintenance that is necessary to maintain the condition of the road at the standard required by the concession. Day-to-day operating costs can generally be expected to grow at a rate moderately above the rate of inflation. As operating costs are low relative to revenues, significant percentage fluctuations in operating costs do not have a correspondingly significant impact on operating income.

          We will account for our toll road business under the equity method of accounting and record profits and losses from our 50% indirect ownership in CHL in the equity in earnings of CHL line of our statement of operations. In addition, we will record interest income from our subordinated loans to Connect M1-A1 Limited in the interest income line of our statement of operations and interest expense on the loan from Connect M1-A1 Limited in the interest expense line.

     Investments

          We will hold a minority interest in MCG and will not have any influence over its operations. Therefore, our interest in MCG will be accounted for as a cost investment and dividends received will be included in our statement of operations. The revenues of MCG are derived mainly from the long-term contracts that its investment, Broadcast Australia, has entered into to provide broadcast infrastructure to Australian government-owned television and radio stations. As a result, the revenues of MCG are relatively insensitive to macroeconomic conditions in Australia.

          We will hold a minority interest in SEW and will not have significant influence over its operations. Therefore, our interest in SEW will be accounted for as a cost investment and dividends received will be included in our statement of operations. The U.K. water industry regulator determines the prices that SEW can charge its customers. These determinations are undertaken every five years using an approach designed to enable SEW to earn sufficient revenues to recover operating costs, capital

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infrastructure renewal and taxes and to generate a return on invested capital, while creating incentives for SEW to operate efficiently. As a result of this price determination mechanism and the fact that demand for water is relatively insensitive to economic conditions, SEW’s earnings are stable.

Results of Operations

Atlantic, including GAH, and AvPorts

          The following section discusses the historical consolidated financial performance of each of Executive Air Support Inc., the holding company for Atlantic, General Aviation Holdings, LLC, or GAH, the holding company for the Californian FBOs that Atlantic has agreed to purchase and Macquarie Airports North America Inc., or MANA, the holding company for AvPorts. The historical consolidated financial performance of GAH includes three FBOs, one of which, at La Quinta airport, will be transferred to a third party prior to the acquisition of GAH by Atlantic. Therefore, we have included pro forma financial information showing the historical performance of the two FBOs that will be retained. As Atlantic generates only approximately 5% of its revenue from the sale of fuel other than jet fuel, discussion of Atlantic’s fuel volumes below relates to jet fuel and other fuel types in the aggregate.

          In 2001 AvPorts was owned by a predecessor as part of a larger business and the 2001 results presented are those of the predecessor. On June 28, 2002 MANA was established to acquire AvPorts, which it acquired on November 5, 2002. AvPorts operating results for the year ended December 31, 2002 reflect the combined results of:

• the predecessor from January 1, 2002 to November 5, 2002; and

• MANA from June 28, 2002 to December 31, 2002.

          Simultaneously with MANA’s acquisition of AvPorts, MANA incurred $36.0 million in financing. During the course of 2003, MANA developed a “stand-alone” corporate management function, which had previously partly been provided by the predecessor’s parent.

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Atlantic: Six Months Ended June 30, 2004 as Compared to Six Months Ended June 30, 2003

          The following table summarizes the statement of operations data of Atlantic for the six months ended June 30, 2003 and the six months ended June 30, 2004:

		Six Months Ended
		June 30,
		2003			2004			Change
		($ in thousands)
Fuel revenue		$	27,871		$	36,052			29.4	%
Non-fuel revenue			10,647			12,871			20.9	%
Total revenue			38,518			48,923			27.0	%
Cost of revenue — fuel			(13,116	)		(18,345	)		39.9	%
Cost of revenue — non-fuel			(1,007	)		(1,265	)		25.6	%
Total cost of revenue			(14,123	)		(19,610	)		38.9	%
Fuel gross profit			14,755			17,707			20.0	%
Non-fuel gross profit			9,640			11,606			20.4	%
	Gross profit		24,395			29,313			20.2	%
Selling, general and administrative expenses			(14,445	)		(18,264	)		26.4	%
Depreciation and amortization			(1,737	)		(1,923	)		10.7	%
	Operating income		8,213			9,126			11.1	%
Other expense			(52	)		(5,315	)
Interest expense, net			(2,379	)		(2,120	)
Provision for income taxes			(2,306	)		(674	)
	Income from continuing operations		3,476			1,017
Income (loss) from discontinued operations (net of applicable income tax provision)			(509	)		252
	Net income	$	2,967		$	1,269

Fuel Revenue and Fuel Gross Profit

          On December 31, 2003, Atlantic acquired two FBOs servicing the New Orleans market. Of the $8.2 million increase in fuel revenue, $3.0 million was attributable to New Orleans. Of the remaining increase, $2.6 million was attributable to an increase in gallons sold and $2.6 million was attributable to the increase in fuel prices. The contribution to fuel gross profit of New Orleans for the six months ended June 30, 2004 was $1 million. The remaining change in fuel gross profit was $1.96 million, primarily due to a 9.2% increase in the volume of fuel sold and a 3.8% increase in the average dollar per gallon margin. We increased the volumes of fuel sold at all of our locations due to generally higher levels of general aviation activity.

Non-Fuel Revenue and Non-Fuel Gross Profit

          Of the increase in non-fuel revenue of $2.2 million, almost all was attributable to New Orleans. Non-fuel revenue was negatively affected by the breaking of a hangar rental contract, which Atlantic has only been able to replace in part. The contribution to non-fuel gross profit by the New Orleans facilities in the six months ended June 30, 2004 was $1.8 million. Excluding New Orleans, non-fuel gross profit did not change materially.

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Selling, General and Administrative Expenses and Operating Income

          Of the increase in selling, general and administrative expenses, $2.3 million was directly attributable to New Orleans (most of which was attributable to labor costs). The remaining increase was attributable to higher activity levels and transaction costs associated with the New Orleans acquisition. Operating income increased overall due to the acquisition of New Orleans and the increase in general aviation activity.

Net Income

          The decrease in net income for the six months ended June 30, 2004 was principally the result of the recognition of $5.2 million in other expense attributable to then outstanding warrants that were subsequently cancelled in connection with the acquisition of Atlantic.

GAH: Six Months Ended June 30, 2004 as Compared to Six Months Ended June 30, 2003

          The following table summarizes the statement of operations data of GAH for the six months ended June 30, 2003 and the six months ended June 30, 2004 including and excluding the La Quinta FBO that we are not purchasing. The La Quinta FBO results of operations have been excluded from the discussion of GAH’s results of operations below.

								GAH
								Excluding
		GAH						La Quinta FBO
		Six Months Ended						Six Months Ended
		June 30,						June 30,
		2003			2004			2003			2004			Change
		($ in thousands)
Fuel revenue		$	9,405		$	10,487		$	7,544		$	8,551			13.3	%
Non-fuel revenue			2,134			2,718			1,763			2,464			39.8	%
Total revenue			11,540			13,205			9,307			11,015			18.4	%
Cost of revenue — fuel			(4,796	)		(5,782	)		(3,848	)		(4,718	)		22.6	%
Cost of revenue — non-fuel			(445	)		(643	)		(307	)		(525	)		71.0	%
Total cost of revenue			(5,241	)		(6,425	)		(4,155	)		(5,243	)		26.2	%
Fuel gross profit			4,609			4,705			3,696			3,833			3.7	%
Non-fuel gross profit			1,689			2,075			1,456			1,939			33.2	%
	Gross profit		6,299			6,780			5,153			5,772			12.0	%
Selling, general and administrative expenses			(3,243	)		(3,604	)		(2,620	)		(3,024	)		15.4	%
Management and consulting fees			(1,931	)		—			(1,907	)		—
Depreciation and amortization			(425	)		(458	)		(384	)		(401	)		4.4	%
	Operating income		700			2,717			242			2,346
Interest expense, net			(1,002	)		(1,252	)		(903	)		(1,200	)
	Net (loss) income	$	(302	)	$	1,465		$	(661	)	$	1,146

Fuel Revenue and Fuel Gross Profit

          Of the $1.0 million increase in fuel revenue, $323,000 was attributable to an increase in gallons of fuel sold and $684,000 was attributable to the increase in fuel prices. The increase in the fuel gross profit was entirely attributable to a 4.0% increase in the volume of fuel sold due to higher levels of general aviation activity. The average dollar margin per gallon of fuel sold was stable.

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Non-Fuel Revenue and Non-Fuel Gross Profit

          The increase in non-fuel revenue and non-fuel gross profit was a result of an increase in general aviation activity and in particular a $226,000 increase in revenue resulting from new agreements with fuel suppliers and customers to supply fuel on a pass-through basis.

Selling, General and Administrative Expenses and Operating Income

          Operating income increased substantially primarily due to the fact that 2003 operating income was negatively affected by $1.9 million of management and consulting fees that did not re-occur in 2004.

Net (Loss) Income

          Net income increased substantially reflecting the increase in operating income.

AvPorts: Six Months Ended June 30, 2004 as Compared to Six Months Ended June 30, 2003

          The table below summarizes the consolidated statement of operations data for MANA for the six months ended June 30, 2003 and the six months ended June 30, 2004.

		Six Months Ended
		June 30
		2003			2004			Change
		(in thousands)
Fuel revenue		$	10,822		$	13,834			27.8	%
Non-fuel revenue			7,646			8,538			11.7	%
Total revenue			18,468			22,372			21.1	%
Cost of revenue — fuel			(5,276	)		(7,364	)		39.6	%
Cost of revenue — non-fuel			(2,096	)		(2,316	)		10.5	%
Total cost of revenue			(7,372	)		(9,680	)		31.3	%
Fuel gross profit			5,546			6,470			16.7	%
	Gross profit		11,096			12,692			14.4	%
Selling, general and administrative expenses			(7,470	)		(8,366	)		12.0	%
Depreciation and amortization			(3,529	)		(3,519	)		0.0	%
	Operating income		97			807
Interest expense, net			(1,657	)		(1,509	)
Other income			—			—
Income tax (expense) benefit			533			—
	Net loss	$	(1,027	)	$	(702	)

Fuel Revenue and Fuel Gross Profit

          Of the $3.0 million increase in fuel revenue, $2.3 was attributable to an increase in gallons of jet fuel sold and $700,000 was attributable to increases in jet fuel prices. Jet fuel sales accounted for over 90% of total AvPorts fuel sales for the six month periods ended June 30, 2003 and 2004.

          Fuel gross profit increased by 17% for the six months ended June 30, 2004. Jet fuel volumes increased by 23% as a result of an increase in general aviation activity at most locations and the return of military aircraft to Louisville from duty in Iraq and increased military training at Gulfport; average dollar margin per gallon of jet fuel sold decreased by approximately 3% due to a higher proportion of jet fuel volume being attributed to lower margin military fuel sales; and a small decrease in fuel margins charged to general aviation customers.

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Non-Fuel Revenue and Non-Fuel Gross Profit

          The $892,000 increase in non-fuel revenue resulted largely from an increase in activity at AvPorts’ locations which also produced an increase in non-fuel gross profit. Revenues from management contracts were constant at approximately $900,000 in each period.

Selling, General and Administrative Expenses and Operating Income

          Selling, general and administrative expenses increased due to higher healthcare costs and the increase in activity at AvPorts’ FBOs. Operating income increased, reflecting increases in fuel volumes sold and higher non-fuel revenue.

Net Loss

          Net loss decreased as a result of an increase in operating income and a decrease in interest expense partially offset by an increase in the provision for income taxes. Interest expense decreased due to lower interest rates applicable on the floating portion of AvPorts’ debt.

          Interest expense for the six months ended June 30, 2004 and June 30, 2003 includes $589,000 and $647,000, respectively, of interest payable on subordinated debt, which we will purchase as part of this offering. As we will consolidate the subordinated debt there will be no subordinated debt interest expense in our financial statements in the future.

Atlantic: Year Ended December 31, 2003 as Compared to Year Ended December 31, 2002

          The table below summarizes the statement of operations of Atlantic for the years ended December 31, 2002 and December 31, 2003:

			Year Ended
			December 31,
			2002			2003			Change
			($ in thousands)
Fuel revenue			$	49,893		$	57,129			14.5	%
Non-fuel revenue				18,698			20,720			10.8	%
Total revenue				68,591			77,849			13.5	%
Cost of revenue — fuel				(22,186	)		(27,003	)		21.7	%
Cost of revenue — non-fuel				(1,907	)		(1,961	)		2.8	%
Total cost of revenue				(24,093	)		(28,964	)		20.2	%
Fuel gross profit				27,707			30,126			8.7	%
Non-fuel gross profit				16,791			18,759			11.7	%
	Gross profit			44,498			48,885			9.9	%
Selling, general and administrative expenses				(27,795	)		(29,159	)		4.9	%
Depreciation and amortization				(3,323	)		(3,521	)		6.0	%
	Operating income			13,380			16,205			21.1	%
Other expense				—			(1,219	)
Interest expense, net				(5,288	)		(4,749	)
Provision for income taxes				(3,150	)		(4,192	)
	Income from continuing operations			4,942			6,045
Loss from discontinued operations (net of applicable income tax provision)				(11,423	)		(314	)
		Net (loss) income	$	(6,481	)	$	5,731

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Fuel Revenue and Fuel Gross Profit

          Of the $7.2 million increase in fuel revenue, $3.0 million was attributable to an increase in gallons sold and the rest was attributable to the increase in fuel prices. Approximately 5.3% of the 8.7% total increase in fuel gross profit was due to an increase in fuel sales volumes resulting from an increase in general aviation activity at most locations and 3.4% was due to an increase in the average dollar margin per gallon of fuel sold.

Non-Fuel Revenue and Non-Fuel Gross Profit

          The increase in non-fuel revenue was primarily due to the addition of a new contract with an operator of a fractional ownership aircraft business to provide refueling services at Teterboro Airport. This contract contributed approximately $800,000 to the increase in non-fuel revenue and to the increase in non-fuel gross profit.

Selling, General and Administrative Expenses and Operating Income

          Selling, general and administrative expenses grew by 4.9%, substantially less than the growth in revenues and gross profit.

          Operating income increased reflecting increases in fuel volumes sold, fuel margin and the addition of the new contract at Teterboro.

Net (Loss) Income

          The increase in income from continuing operations is primarily attributable to increases in operating income, decreases in interest expense, reflecting lower average outstanding debt balances, partially offset by an increase in income tax provisions and a $1.2 million non-recurring warrant expense. In 2002, Atlantic committed to a plan to sell its flight services division, resulting in a loss from discontinued operations (net of applicable income tax provision) of $11.4 million in 2002, and $314,000 in 2003. As a result, Atlantic had a net loss in 2002. This sale was completed in the first quarter of 2003.

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GAH: Period from August 15, 2002 to December 31, 2002 and Year Ended December 31, 2003

          The table below summarizes the statement of operations of GAH for the period from August 15, 2002 to December 31, 2002 and the twelve months ended December 31, 2003 including and excluding the La Quinta FBO that we are not purchasing. GAH was established on August 15, 2002 and in the period from commencement of operations until December 2002, GAH acquired the three FBOs that formed its business. Therefore the results of operations of GAH for the period from August 15, 2002 to December 31, 2002 and for the year ended December 31, 2003 are not comparable.

								GAH
								Excluding
		GAH						La Quinta FBO
		August 15 -			Year Ended			August 15 -			Year Ended
		December 31,			December 31,			December 31,			December 31,
		2002			2003			2002			2003
		($ in thousands)						($ in thousands)
Fuel revenue		$	2,318		$	16,382		$	1,617		$	13,716
Non-fuel revenue			759			4,541			526			3,848
Total revenue			3,077			20,923			2,143			17,564
Cost of revenue — fuel			(1,171	)		(8,365	)		(821	)		(6,983	)
Cost of revenue — non-fuel			(141	)		(1,127	)		(70	)		(863	)
Total cost of revenue			(1,312	)		(9,492	)		(891	)		(7,846	)
Fuel gross profit			1,147			8,017			796			6,733
Non-fuel gross profit			618			3,414			456			2,985
	Gross profit		1,765			11,431			1,252			9,718
Selling, general and administrative			(1,437	)		(6,860	)		(961	)		(5,582	)
Management and consulting fees			—			(1,931	)		—			(1,907	)
Depreciation and amortization			(162	)		(872	)		(134	)		(780	)
	Operating income		165			1,768			157			1,450
Interest expense, net			(254	)		(2,321	)		(195	)		(2,102	)
	Net loss	$	(89	)	$	(554	)	$	(38	)	$	(653	)

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AvPorts: Year Ended December 31, 2003 as Compared to Year Ended December 31, 2002

          The table below summarizes the consolidated statement of operations data for MANA for the year ended December 31, 2002 and the year ended December 31, 2003.

		Predecessor			MANA
		January 1, 2002			June 28,			MANA Year
		to			2002 to			Ended
		November 5,			December 31,			December 31,
		2002			2002(1)			2003
		(in thousands)
Fuel revenue		$	17,423		$	2,884		$	21,754
Non-fuel revenue			11,196			2,274			15,261
Total revenue			28,619			5,158			37,015
Cost of revenue — fuel			(8,438	)		(1,399	)		(10,504	)
Cost of revenue — non-fuel			(2,468	)		(391	)		(3,512	)
Total cost of revenue			(10,906	)		(1,790	)		(14,016	)
Fuel gross profit			8,985			1,485			11,250
Non-fuel gross profit			8,728			1,883			11,749
	Gross profit		17,713			3,368			22,999
Selling, general and administrative expenses			(12,988	)		(3,274	)		(16,101	)
Depreciation and amortization			(1,143	)		(1,010	)		(6,332	)
	Operating income (loss)		3,582			(916	)		566
Interest expense, net			(17	)		(590	)		(3,759	)
Other income			3			—			16
Income tax (expense) benefit			(2,301	)		—			671
	Net income (loss)	$	1,267		$	(1,506	)	$	(2,506	)

(1)  Established June 28, 2002, operations began November 5, 2002 with the acquisition of the predecessor.

Fuel Revenue and Fuel Gross Profit

          Fuel revenue increased by $1.4 million in 2003 as a result of an increase in jet fuel sales prices of 17%. This was offset by an 8% decrease in jet fuel gallons sold. This resulted largely from a decrease in sales of fuel to the military, due to a significant number of military planes being deployed overseas, reducing activity in Louisville and Gulfport. The increase in fuel gross profit was attributable to a 19% increase in average dollar margin per gallon, offset by the decrease in jet fuel gallons sold.

Non-Fuel Revenue and Non-Fuel Gross Profit

          The increase in non-fuel revenue of $1.8 million was due to an increase in de-icing revenue and other services. Revenue from de-icing in 2003 was $2.1 million, an increase of $833,000 due to expanded de-icing facilities and bad weather. In addition, revenue from services such as hangar rental and maintenance benefited from increased activity of general aviation aircraft at AvPorts’ FBOs. Non-fuel gross profit also increased due to these factors. Revenues from management contracts increased by approximately $100,000.

Selling, General and Administrative Expenses and Operating Income

          Selling, general and administrative expenses were largely the same in 2003 as in 2002. The expenses incurred in 2002 include a one-time payment of $1.0 million to Avports’ predecessor’s parent

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made in return for certain corporate management services. During the course of 2003, AvPorts developed a “stand-alone” corporate management function.

          Operating income was negatively impacted by a $4.2 million increase in depreciation and amortization expense. This resulted from the establishment of certain intangible assets at the time of AvPorts’ acquisition by MANA, and the resulting increase in amortization of the assets. Excluding the increase in depreciation and amortization expense, operating income would have increased by $2.1 million.

Net Income (Loss)

          The increase in loss in 2003 was due mainly to the increase in depreciation and amortization expense and higher interest expense. Interest expense was higher due to a higher level of debt, which was put in place at the time of the acquisition of AvPorts by MANA. This was partly offset by higher gross profit.

          Interest expense for 2003 includes $1.2 million in interest payable on the subordinated debt which we will purchase as part of this offering.

     Atlantic: Year Ended December 31, 2002 as Compared to Year Ended December 31, 2001

          The table below summarizes the statement of operations of Atlantic for the years ended December 31, 2001 and December 31, 2002:

		Year Ended December 31,
		2001			2002			Change
		($ in thousands)
Fuel revenue		$	44,044		$	49,893			13.3	%
Non-fuel revenue			16,300			18,698			14.7	%
Total revenue			60,344			68,591			13.7	%
Cost of revenue — fuel			(20,702	)		(22,186	)		7.2	%
Cost of revenue — non-fuel			(1,399	)		(1,907	)		36.3	%
Total cost of revenue			(22,101	)		(24,093	)		9.0	%
Fuel gross profit			23,342			27,707			18.7	%
Non-fuel gross profit			14,901			16,791			12.7	%
	Gross profit		38,243			44,498			16.4	%
Selling, general and administrative			(26,063	)		(27,795	)		6.7	%
Depreciation and amortization			(6,072	)		(3,323	)		(45.3	%)
	Operating income		6,108			13,380			119.1	%
Other expense			221			—
Interest expense, net			(5,762	)		(5,288	)
Provision for income taxes			(1,114	)		(3,150	)
	Income (loss) from continuing operations		(547	)		4,942
Loss from discontinued operations (net of applicable income tax provision)			(939	)		(11,423	)
	Net loss	$	(1,486	)	$	(6,481	)

Fuel Revenue and Fuel Gross Profit

          Of the $5.8 million increase in fuel revenue, $5.3 million was attributable to an increase in gallons of fuel sold and $500,000 million was attributable to the increase in fuel prices. Approximately 12.1% of the total 18.7% increase in fuel gross profit was due to an increase in fuel sales volumes resulting from an

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increase in general aviation activity at most locations and the remaining 6.6% was due to an increase in the average dollar margin per gallon of fuel sold.

Non-Fuel Revenue and Non-Fuel Gross Profit

          Non-fuel revenue and non-fuel gross profit increased from 2001 to 2002 primarily due to a general increase in general aviation activity at most locations.

Selling, General and Administrative Expenses and Operating Income

          The increase in selling, general and administrative expenses was primarily due to the increased level of activity.

          The increase in operating income from 2001 to 2002 was primarily due to increased gross profit and a 45.3% decrease in depreciation and amortization expense resulting from the writeoff of goodwill in relation to discontinued operations in 2001 which reduced amortization expense in 2002, from the adoption of SFAS No. 142 effective January 1, 2002, and from the change in useful lives of certain intangible assets.

Results of Operations

          The increase in net loss in 2002 was principally due to a $11.4 million loss on disposal of discontinued operations (aircraft management and charter business).

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AvPorts: Year Ended December 31, 2002 as Compared to Year Ended December 31, 2001

          The table below summarizes the consolidated statement of operations data for MANA for the year ended December 31, 2001 and the year ended December 31, 2002.

					Predecessor			MANA
		Predecessor			January 1,			June 28,
		Year Ended			2002 to			2002 to
		December 31,			November 5,			December 31,
		2001			2002			2002(1)
		(in thousands)
Fuel revenue		$	18,494		$	17,423		$	2,884
Non-fuel revenue			10,442			11,196			2,274
Total revenue			28,936			28,619			5,158
Cost of revenue — fuel			(8,926	)		(8,438	)		(1,399	)
Cost of revenue — non-fuel			(2,852	)		(2,468	)		(391	)
Total cost of revenue			(11,778	)		(10,906	)		(1,790	)
Fuel gross profit			9,568			8,985			1,485
Non-fuel gross profit			7,590			8,728			1,883
	Gross profit		17,158			17,713			3,368
Selling, general and administrative expenses			(13,606	)		(12,988	)		(3,274	)
Depreciation and amortization			(1,604	)		(1,143	)		(1,010	)
	Operating income		1,948			3,582			(916	)
Interest expense, net			(14	)		(17	)		(590	)
Other income (expense)			(265	)		3			—
Income tax (expense) benefit			(1,489	)		(2,301	)		—
	Net income (loss)	$	180		$	1,267		$	(1,506	)

(1)  Established June 28, 2002, operations began November 5, 2002 with the acquisition of the predecessor.

Fuel Revenue and Fuel Gross Profit

          The $1.8 million increase in fuel revenue resulted from an increase in gallons of jet fuel sold. This resulted from an increase in activity at most of AvPorts’ locations and the acquisition of the Burlington FBO in June 2001. Fuel prices remained relatively constant. The 9.4% increase in fuel gross profit resulted largely from the increase in fuel sales volume. Average dollar margin per gallon remained relatively constant.

Non-Fuel Revenue and Non-Fuel Gross Profit

          Of the $3 million increase in non-fuel revenue, $1 million was due to the acquisition of the Burlington FBO. The remaining $2 million was due to an increase in the level of activity at the other locations.

          Of the $3 million increase in non-fuel gross profit, $900,000 was due to the acquisition of the Burlington FBO. The remaining $2.1 million was due to an increase in the level of activity at the other locations. Revenues from management contracts increased by approximately $100,000.

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Selling, General and Administrative Expenses and Operating Income

          The increase in selling, general and administrative expenses from 2001 to 2002 was primarily due to the acquisition of the Burlington FBO, the increased level of activity at other locations and an increase in insurance premiums and rent.

          Operating income increased as a result of higher gross profit, but was negatively impacted by a $549,000 million increase in depreciation and amortization expense and higher selling, general and administrative expenses.

Net Income (Loss)

          The increase in operating income was more than offset by an increase in provision for income taxes and an increase in interest expense, resulting in a net loss.

Macquarie Parking

          The following section discusses the consolidated historical financial performance of Macquarie Parking and its predecessor parking business.

          In 2001, the airport parking business was owned by a predecessor and the 2001 results presented are those of the predecessor. On July 23, 2002, Macquarie Parking was established to acquire a controlling interest in the airport parking business, which it acquired on December 19, 2002. The results for the year ended December 31, 2002 reflect the combined results of:

• the predecessor’s results between January 1, 2002 to December 18, 2002; and

• Macquarie Parking results from December 19, 2002 to December 31, 2002.

          Simultaneously with Macquarie Parking’s acquisition of the airport parking business, the senior debt of the business was refinanced with a $59.0 million facility. Also at that time, most of the management function of the airport parking business was contracted out to an affiliate of the predecessor.

          On October 1, 2003, Macquarie Parking acquired the assets of Avistar airport parking business in an asset purchase. This increased the number of parking facilities from 10 to 20. The acquisition was partly funded by a new $126 million debt facility, which was also used to repay the existing $59.0 million debt facility. At that time, the management contract was terminated and the business reassumed the management of its operations. Although this change has resulted in higher general and administrative expenses, the current management structure allows us to have more direct control of the operations of the business.

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Six Months Ended June 30, 2004 as Compared to Six Months Ended June 30, 2003

          The table below summarizes the consolidated statement of operations data for Macquarie Parking for the six months ended June 30, 2003 and the six months ended June 30, 2004.

	Macquarie Parking
	Six Months Ended
	June 30,
	2003			2004
	($ in thousands)
Revenue	$	9,230		$	25,214
Direct expenses(1)		(6,912	)		(17,634	)
		2,318			7,580
Selling, general and administrative		(462	)		(2,009	)
Amortization of intangibles		(991	)		(1,840	)
Operating income		865			3,731
Interest income		13			11
Interest expense		(1,747	)		(3,977	)
Other expense		—			(10	)
Loss before income taxes and minority interests		(869	)		(245	)
Minority interest in loss of consolidated subsidiaries		34			148
Net loss	$	(835	)	$	(97	)

(1) Includes depreciation expense of  $ (501 ) $ (1,145 )

Revenue

          Revenue in the six months ended June 30, 2004 was higher than in the six months ended June 30, 2003 mainly due to the acquisition of the assets of the Avistar parking business on October 1, 2003 which contributed $14 million of the total revenue increase in 2004 of $16 million. Revenue from the pre-existing sites increased by 21.5% or $2 million. Approximately $920,000 of this revenue growth was due to marketing initiatives implemented in late 2003, early 2004 and an overall increase in air passenger traffic at airports at which the business operates, which led to more customers. The majority of the balance of the growth related to the conversion to public parking of one of our facilities in June 2003 that was previously contracted to a company for employee parking. Average daily “overnight” occupancy increased from approximately 5,800 vehicles in 2003 to approximately 13,100 vehicles in 2004, mainly due to the acquisition of Avistar.

Direct Expenses, Selling, General and Administrative and Operating Income

          Direct expenses increased mainly due to the acquisition of the Avistar parking business, which contributed $9.4 million to the increase in direct expenses of $10.7 million, and start up costs for a new facility at Oakland airport which contributed $466,000 to the increase. The direct expenses at the pre-existing sites increased by 12%, due to the conversion of the parking lot described above, which contributed $687,000, and an increase in the occupancy levels at the pre-existing sites, resulting in increased staffing and shuttle bus expenses.

          Selling, general and administrative expenses increased as a result of a change in the management structure of the airport parking business, as described above.

          Amortization increased largely as a result of the amortization of intangible assets resulting from the acquisition of the Avistar business.

          The increase in operating income was principally due to the acquisition of Avistar.

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Interest Expense and Results of Operations

          Interest expense increased significantly due to the additional $67 million of debt that was incurred in October 2003 to finance the acquisition of the Avistar business and the $4.8 million of debt that was incurred in December 2003 to finance the acquisition of a parking lot at Chicago O’Hare airport that the business had previously leased. Interest expense in 2004 included $872,000 of deferred finance cost amortization which increased from $341,000 in 2003 due to the amortization of costs associated with the October 2003 debt raising.

          Results of operations improved due to the acquisition of Avistar and growth in revenue from pre-existing sites.

Year Ended December 31, 2003 as Compared to Year Ended December 31, 2002

          The table below summarizes the consolidated statement of operations data for Macquarie Parking for the year ended December 31, 2003 and the year ended December 31, 2002.

	Predecessor
	January 1,			Macquarie Parking
	2002 to			July 23, 2002 to			Macquarie Parking
	December 18,			December 31,			Year Ended
	2002			2002(1)			December 31, 2003
	($ in thousands)
Revenue	$	20,524		$	525		$	26,291
Direct expenses(2)		(15,095	)		(458	)		(19,236	)
		5,429			67			7,055
Selling, general and administrative		(1,219	)		(563	)		(1,749	)
Amortization of intangibles		(26	)		(60	)		(3,576	)
Operating income (loss)		4,184			(556	)		1,730
Interest income and other income		10			—			31
Interest expense		(10,921	)		(104	)		(8,281	)
Minority interest in loss of consolidated subsidiaries		—			24			1,520
Net loss	$	(6,727	)	$	(636	)	$	(5,000	)

(1) Established July 23, 2002, operations began December 19, 2002 with the acquisition of the predecessor
(2) Includes depreciation expense of	$	1,854	$	36	$	1,343

Revenue

          The increase in revenue for 2003 was entirely due to the acquisition of the Avistar parking business on October 1, 2003, as it contributed approximately $6.1 million to revenues. Revenues from the pre-existing sites declined 4.4% due to the negative impact on air travel in the first half of 2003 of the war in Iraq and the SARS epidemic offset by the expansion of the Pittsburgh facility in September 2002, where Macquarie Parking subleased a competing facility which resulted in a $553,000 increase in revenue. Average daily “overnight” occupancy increased from approximately 6,000 vehicles in 2002 to approximately 7,600 vehicles in 2003, due to the Avistar acquisition.

          If our airport parking business had acquired the assets of the Avistar business on January 1, 2003, we estimate that on a pro forma basis our airport parking business’ total revenue in 2003 would have been approximately $45.0 million.

Direct Expenses, Selling, General and Administrative Expenses and Operating Income

          Direct expenses increased due mainly to the acquisition of the Avistar parking business in late 2003, which contributed $4.1 million of direct expenses excluding depreciation. Direct expenses, excluding depreciation, at pre-existing sites were stable. Depreciation expense declined in 2003 due to changes in the tangible asset base of PCAA for accounting purposes resulting from the change in ownership of the PCAA business in December, 2002.

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          Overall selling, general and administrative expenses were relatively steady between 2002 and 2003. However, during this time the Macquarie Parking management structure underwent the two changes described above. During the time the management contract was in place, the operator was paid a management fee, which accounted for most of the general and administrative expenses of the business. This led to a decrease in general and administrative expenses during the time of the contract. After the termination of the management contract, Macquarie Parking employed all staff involved in the operations directly. This resulted in higher general and administrative expenses in the fourth quarter of 2003. We believe that the management structure change will prove beneficial to Macquarie Parking as it allows us direct control of the business operations and employees.

          The increase in amortization resulted from the amortization of intangible assets resulting from the acquisition of Avistar in October 2003 and of PCAA by Macquarie Parking in December 2002.

Interest Expense and Results of Operations

          Interest expense decreased substantially in 2003 due to the change in the capital structure of the business that occurred at the time MAPC acquired the initial business in December 2002. The 2003 interest expense includes a non-recurring expense of $870,000, which was the result of interest rate swap termination costs incurred at the time of the refinancing of the $59 million facility on October 1, 2003. Further, the 2003 interest expense includes amortization of capitalized financing costs of $3.4 million associated with the $59 million facility that was refinanced at the time of the acquisition of Avistar.

          If our airport parking business had acquired the Avistar business on January 1, 2003, we estimate that our airport parking business’ net loss in 2003 would have been equal to approximately $5.2 million.

Year Ended December 31, 2002 as Compared to Year Ended December 31, 2001

          The table below summarizes the consolidated statement of operations data for Macquarie Parking for the year ended December 31, 2002 and the predecessor for the year ended December 31, 2001.

				Predecessor			Macquarie Parking
	Predecessor			January 1,			July 23,
	Year Ended			2002 to			2002 to
	December 31,			December 18,			December 31,
	2001			2002			2002(1)
	($ in thousands)
Revenue	$	20,541		$	20,524		$	525
Direct expenses(2)		(15,773	)		(15,095	)		(458	)
		4,768			5,429			67
Selling, general and administrative		(1,084	)		(1,219	)		(563	)
Amortization of intangibles		(484	)		(26	)		(60	)
Operating income (loss)		3,200			4,184			(556	)
Interest income and other income (expense)		(15	)		10			—
Interest expense		(7,227	)		(10,921	)		(104	)
Minority interest in loss of consolidated subsidiaries		—			—			24
Net loss	$	(4,042	)	$	(6,727	)	$	(636	)

(1) Established on July 23, 2002, operations began December 19, 2002.
(2) Includes depreciation expense of	$	1,949	$	1,854	$	36

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Revenue

          Revenue in 2002 was impacted by lower occupancy levels than in 2001 due to the events of September 11, 2001 and their effect on air travel. Year on year customer volumes were 6.7% lower for the first eight months of 2002 compared to 2001 and 4% lower for the full year, with a commensurate impact on revenues. Despite this negative impact, the business managed to increase revenue in 2002 by increasing parking rates at some of its locations and by subleasing a facility previously occupied by a competitor at Pittsburgh International Airport. Closing this facility had the effect of increasing the level of occupancy at our existing operation for the last three months of 2002. Average daily “overnight” occupancy increased from approximately 5,700 vehicles in 2001 to approximately 6,000 vehicles in 2002.

Direct Expenses, Selling, General and Administrative Expenses and Operating Income (Loss)

          Direct expenses decreased in 2002 as a result of a decrease in the level of staffing and shuttle bus utilization in the last quarter of 2001. Staffing and shuttle bus utilizations were reduced reflecting the substantial decrease in occupancy at the parking lots due to the negative impact of the events of September 11, 2001 on passenger volumes. These decreases were largely sustained over the whole of 2002. The increase in general and administrative expenses in 2002 reflects approximately $373,000 of transaction costs incurred by Macquarie Parking in connection with the acquisition of the predecessor’s business and a similar increase in transaction related costs incurred by the predecessor.

Interest Expense and Results of Operations

          At the beginning of 2002, Macquarie Parking’s predecessor partly refinanced its existing debt facilities. The increase in interest expense in 2002 over 2001 was due to the write-off of capitalized financing costs associated with the refinanced loan. Further, prior to Macquarie Parking’s acquisition, a portion of the interest expense on the predecessor’s loan facilities was being capitalized, increasing the level of debt, therefore increasing interest expense.

Thermal Chicago and Northwind Aladdin

          The following section discusses the historical consolidated financial performance of Thermal Chicago Corporation, the holding company for Thermal Chicago and ETT Nevada Inc., the holding company for our 75% interest in Northwind Aladdin. All of Northwind Aladdin’s income is derived from two customer contracts. For accounting purposes, all payment obligations under the customer contracts except for consumption, operations and service payments are treated as finance lease payments. The implied interest component of these lease payments is included in ETT Nevada’s consolidated statement of operations as finance lease income while the implied capital component is not included in the statement of operations but rather is included in cash flow from financing activities. Consumption, operations and service payments from customers are treated as revenue. As we intend to acquire Northwind Aladdin’s senior debt, interest expense on such senior debt will be eliminated in our consolidated financial statements.

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Thermal Chicago: Six Months Ended June 30, 2004 as Compared to Six Months Ended June 30, 2003

          The following table summarizes the consolidated statements of operations data of Thermal Chicago Corporation for the six months ended June 30, 2003 and the six months ended June 30, 2004.

		Six Months Ended
		June 30,
		2003			2004			Change
		($ in thousands)
Cooling capacity revenue		$	7,856		$	8,321			5.9	%
Cooling consumption revenue			4,319			5,234			21.2	%
Other revenue		$	442		$	551			24.7	%
Total revenue			12,617			14,106			11.8	%
Direct expenses — electricity			(2,635	)		(3,100	)		17.6	%
Direct expense — other(1)			(5,251	)		(5,851	)		11.4	%
Direct expenses — total			(7,886	)		(8,951	)		13.5	%
Selling, general and administrative			(1,101	)		(2,129	)		93.3	%
Amortization of intangibles			(49	)		(49	)		—
Operating income			3,580			2,976			(16.9	)%
Interest income and other income			1,350			4,094
Interest expense			(2,534	)		(12,335	)
(Provision) benefit for income taxes			(1,262	)		1,441
Cumulative effect of change in accounting principle, net of tax			(299	)		—
	Net income (loss)	$	835		$	(3,823	)

(1) Includes depreciation expense of $ 1,481 $ 1,539

          Revenue

          Cooling capacity revenue increased due to a 1% increase in contracted capacity and the annual increase of contract capacity payments in line with inflation in accordance with the terms of existing customer contracts. Cooling consumption revenue increased due to an 18% increase in volumes of chilled water sold in 2004 due to warmer weather compared to the same period in 2003 and also due to the annual increase of contract consumption payments in line with increases in the economic indices used to index these payments pursuant to the terms of existing customer contracts. Cooling consumption revenue can change year to year because of changes in weather patterns and is seasonal within the year. For example, cooling consumption revenue for the first six months of 2003 comprised only 32% of cooling consumption revenue for the year ended December 31, 2003.

Direct Expenses, Selling, General and Administrative Expenses and Operating Income

          Direct expenses increased due to an increase in the volume of chilled water produced to meet higher demand in 2004 that resulted in higher power consumption and related costs. In addition, operating and maintenance expense increased by $0.4 million due to the costs of repairing a system failure. Selling, general and administrative expenses increased principally due to the inclusion of approximately $800,000 of costs associated with Exelon’s sale of the business to MDE in June 2004, which will not reoccur subsequent to our acquisition of the business. Due to seasonality in demand for chilled water, electricity use is also seasonal. For example, direct expenses-electricity for the first six months of 2003 comprised only 33% of direct expenses-electricity for the year ended December 31, 2003.

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          The overall decrease in operating income in 2004 principally reflected the fact that the 11.8% increase in total revenues was more than offset by increases in direct expenses and the increase in selling, general and administrative expenses discussed above. Excluding the $800,000 of costs associated with Exelon’s sale of the business which we do not expect to reoccur, operating income increased by 8.8%.

Net Income (Loss)

          Interest income and other income increased in 2004 due to non-recurring gains of $3.2 million from financial restructuring undertaken by Exelon prior to the sale of Thermal Chicago to MDE. Other income for the six months to June 30, 2003 included a non-recurring gain of $500,000 million resulting from the extinguishment of a liability for a payment less than the book value. Interest expense increased substantially, primarily due to a $10.3 million make-whole payment associated with the redemption of outstanding bonds by the business prior to its acquisition by MDE. Despite the increase in total revenue, overall there was a substantial decrease in net income principally resulting from significant non-recurring expenses (partially offset by non-recurring income items) incurred by the business.

Northwind Aladdin: Six Months Ended June 30, 2004 as Compared to June 30, 2003

          The following table summarizes the consolidated statement of operations data of ETT Nevada Inc., for the six months ended June 30, 2003 and the six months ended June 30, 2004.

		Six Months Ended
		June 30,
		2003			2004			Change
		($ in thousands)
Consumption revenue		$	815		$	895
Other revenue			493			485
Total revenue			1,308			1,380			5.5	%
Direct expenses — electricity			682			653
Direct expenses — other			643			692
Direct expenses — total			1,325			1,345			1.5	%
Selling, general and administrative			9			47
Operating income			(26	)		(11	)
Finance lease income			2,155			2,083
Interest expense			(1,413	)		(1,256	)
Amortization of deferred lease valuation reserve			(76	)		(75	)
(Provision) benefit for income tax			(170	)		(80	)
Minority share income (loss)			(178	)		(80	)
	Net income (loss)	$	316		$	465

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Thermal Chicago: Year Ended December 31, 2003 as Compared to Year Ended December 31, 2002

          The following table summarizes the consolidated statements of operations data of Thermal Chicago Corporation for the year ended December 31, 2003 and the year ended December 31, 2002.

		Year Ended
		December 31,
		2002			2003			Change
		($ in thousands)
Cooling capacity revenue		$	14,594		$	15,737			7.8	%
Cooling consumption revenue			13,671			13,378			(2.2	)%
Other revenue			911			849			(6.8	)%
Total revenue			29,176			29,964			2.7	%
Direct expenses — electricity			(10,560	)		(8,061	)		(23.7	)%
Direct expenses — other(1)			(10,413	)		(11,317	)		8.7	%
Direct expenses — total			(20,973	)		(19,378	)		(7.6	)%
Selling, general and administrative			(2,934	)		(2,922	)		(0.4	)%
Amortization of intangibles			(136	)		(99	)		(27.2	)%
Operating income			5,133			7,565			47.4	%
Interest income and other income			1,738			2,456
Interest expense			(7,817	)		(4,772	)
Provision for income taxes			(398	)		(2,144	)
Cumulative effect of change in accounting principle, net of tax			—			(299	)
	Net (loss) income	$	(1,344	)	$	2,807
(1) Includes depreciation expense of		$	2,561		$	2,998

Revenue

          Cooling capacity revenue increased due to a 4% increase in contracted capacity resulting from the addition of two new customers and the annual increase of capacity payments in line with inflation applied to existing contracts. Cooling consumption revenue decreased due to a 6.9% decline in volumes of chilled water sold resulting from a cool summer in Chicago in 2003 offset by the annual increase in consumption payments in line with indices, applied to existing contracts.

Direct Expenses, Selling, General and Administrative Expenses and Operating Income

          Direct expenses declined due to a decrease in the volume of chilled water produced, reflecting lower demand resulting from the cool summer in 2003. Of the $2.5 million, or 23.7%, reduction in direct expenses-electricity, $1.5 million was due to lower chilled water production and the balance was due to improved efficiency in the use of electricity. Going forward, we expect the financial benefit of these improvements to vary from approximately $500,000 to $1 million per year, depending on the volume of chilled water produced, with greater financial benefit achieved at higher volumes. The decrease in direct expenses-electricity was partially offset by an 8.2% increase in direct expenses-other due to Thermal Chicago’s fifth chilling plant being brought into operation during 2003. While selling, general and administrative expenses were broadly stable in 2003 compared to 2002, 2003 included approximately $600,000 of costs associated with Exelon’s sale of the business to MDE, which will not recur subsequent to our acquisition of the business.

          The overall increase in operating income reflected the increase in cooling capacity revenues and the decrease in direct expenses-electricity.

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Net (Loss) Income

          The increase in interest income and other income was mainly due to a non-recurring $400,000 profit from the extinguishment of a liability for a payment of less than its book value. Interest expense decreased substantially, reflecting a full year’s benefit from the conversion to equity in April 2002 of approximately $103 million of debt provided by Exelon. Tax expense increased, substantially reflecting the increase in pre-tax income.

Northwind Aladdin: Year Ended December 31, 2003 as Compared to Year Ended December 31, 2002

          The following table summarizes the consolidated statement of operations data of ETT Nevada Inc., for the year ended December 31, 2003 and the year ended December 31, 2002.

		Year Ended
		December 31,
		2002			2003			Change
		($ in thousands)
Consumption revenue		$	2,322		$	1,973
Other revenue			971			1,008
Total revenue			3,293			2,981			(9.5%	)
Direct expenses — electricity			1,821			1,864
Direct expenses — other			1,400			1,341
Direct expenses — total			3,221			3,205			(0.5%	)
Selling, general and administrative			1,392			34
Operating income (loss)			(1,320	)		(258	)
Finance lease income			5,836			4,271
Interest expense			(3,113	)		(2,773	)
Amortization of deferred lease valuation reserve			—			(152	)
(Provision) benefit for income tax			(334	)		(282	)
Minority share income (loss)			(417	)		(306	)
	Net income (loss)	$	620		$	525

Direct Expenses, Selling, General and Administrative Expenses and Operating Income

          In September 2001, Northwind Aladdin’s major customer, Aladdin resort and casino filed for Chapter 11 bankruptcy. In December 2002, the bankruptcy court approved a settlement agreement between Northwind Aladdin and the customer pursuant to which the customer contract was retained in return for Northwind Aladdin receiving reduced fixed payments under the contract going forward. Selling, general and administrative expenses in 2002 included $1.2 million of professional fees and bad debts of $143,000 related to the bankruptcy.

Net Income

          Due to the fact that the fixed payments under the customer contract are treated as finance lease payments for accounting purposes, finance lease income declined in 2003 as a result of the bankruptcy settlement in late 2002, which reduced the fixed payments that will be received by Northwind Aladdin under the customer contract going forward. This settlement also resulted in a permanent reduction in the value of Northwind Aladdin’s lease receivable. This reduction will be recognized over the remaining life of the customer contracts as amortization of deferred lease valuation reserve.

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Thermal Chicago: Year Ended December 31, 2002 as Compared to Year Ended December 31, 2001

          The following table summarizes the consolidated statements of operations data of Thermal Chicago Corporation for the year ended December 31, 2002 and the year ended December 31, 2001.

		Year Ended
		December 31,
		2001			2002			Change
		($ in thousands)
Cooling capacity revenue		$	12,879		$	14,594			13.3%
Cooling consumption revenue			10,499			13,671			30.2%
Other revenue			804			911			13.3%
Total revenue			24,182			29,176			20.7%
Direct expenses — electricity			(9,160	)		(10,560	)		15.3%
Direct expenses — other(1)			(8,852	)		(10,413	)		17.6%
Direct expenses — total			(18,012	)		(20,973	)		16.4%
Selling, general and administrative			(1,823	)		(2,935	)		61.0%
Amortization of intangibles			(136	)		(136	)
Operating income			4,211			5,133			21.9%
Interest income and other income			2,050			1,738
Interest expense			(16,430	)		(7,817	)
Benefit (provision) for income taxes			4,189			(398	)
	Net loss	$	(5,980	)	$	(1,344	)

(1) Includes depreciation expense of $ 2,032 $ 2,561

Revenue

          Cooling capacity revenue increased due to an 8.9% increase in contracted capacity resulting from the addition of 12 new customers to the system and the annual increase of capacity payments in line with inflation in accordance with the terms of existing contracts. Cooling consumption revenue increased due to a 25.4% increase in the volume of chilled water sold due to a relatively hot summer experienced by Chicago in 2002, the aforementioned addition of customers to the system and the annual increase in consumption payments in line with indices, applied to existing contracts.

Direct Expenses, Selling, General and Administrative Expenses and Operating Income

          Direct expenses increased due to an increase in the volume of chilled water produced due to the relatively hot summer in 2002, which increased demand for cooling services for existing customers, and the addition of customers to the system. Direct expenses-other increased by 17.6% due mainly to the commencement of material maintenance at the P-4 and P-6 plants, as these plants reached an age where more extensive maintenance projects became necessary. The $1.1 million increase in selling, general and administrative expenses reflected an increase in salary costs principally due to $400,000 in severance costs and increases in insurance and rental expenses. The overall increase in operating income principally reflected the increase in total revenue.

Net Loss

          Interest expense decreased substantially due to the conversion by an affiliate of approximately $102 million of debt into equity in April 2002. Overall there was a decrease in the net loss in 2002 due to an increase in operating income and the reduction in interest expense, offset by a significant increase in provision for income taxes resulting from higher pre-tax income.

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Northwind Aladdin: Year Ended December 31, 2002 as Compared to Year Ended December 31, 2001

          The following table summarizes the consolidated statement of operations data of ETT Nevada Inc., for the year ended December 31, 2002 and the year ended December 31, 2001.

		Year Ended
		December 31,
		2001			2002			Change
		($ in thousands)
Consumption revenue		$	2,624		$	2,322
Other revenue			973			971
Total revenue			3,597			3,293			(8.5%	)
Direct expenses — electricity			1,658			1,821
Direct expenses — other			1,804			1,400
Direct expenses — total			3,462			3,221			(7%	)
Selling, general and administrative			590			1,392
Operating income			(454	)		(1,320	)
Finance lease income			6,090			5,836
Interest expense			(3,512	)		(3,113	)
(Provision) benefit for income tax			525			(334	)
Minority share income (loss)			(704	)		(417	)
	Net income	$	802		$	620

Direct Expenses, Selling, General and Administrative Expenses and Operating Income

          Selling, general and administrative expenses in 2001 included a bad debt expense of $491,000 relating to the 2001 bankruptcy of Northwind Aladdin’s major customer.

Toll Road Business

          The following section discusses the historical consolidated financial performance for CHL. The historical statements of operations are denominated in Pounds Sterling and compiled in accordance with U.S. GAAP. We will own a 50% interest in CHL through an indirectly wholly owned subsidiary Macquarie Yorkshire Limited. CHL has a March 31 fiscal year end.

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Year Ended March 31, 2004 as Compared to Year Ended March 31, 2003.

          The table below summarizes the consolidated statement of operations for CHL for the year ended March 31, 2003 and the year ended March 31, 2004.

	Year Ended
	March 31,
	2003			2004			Change
	(£ in thousands)
Revenue		£45,267			£46,284			2.2	%
Cost of revenue(1)		(11,404	)		(12,702	)		11.4	%
General and administrative expense		(1,245	)		(1,157	)		(7.1	)%
Operating income		32,618			32,425			(0.1	)%
Net interest expense		(20,396	)		(18,711	)		(8.3	)%
Income (loss) from interest rate swaps		(15,260	)		1,597
Income (loss) before income taxes		(3,038	)		15,311
Income tax expense (benefit)		(925	)		4,229
Net (loss) income		£(2,113	)		£11,082

(1) Includes depreciation expense of £ 9,508 £ 9,790

Revenue

          The increase in revenue for the year ended March 31, 2004 compared to the year ended March 31, 2003 was primarily due to an increase in traffic volumes of 3.6% for other vehicles and 2.9% for heavy goods vehicles and the indexation of toll rates to inflation, partially offset by the effect of the band structure on shadow toll rates. Traffic volume growth and inflation indexation of toll rates increased total revenue by approximately 3.6% while the operation of the band structures reduced revenues by 1.4%. For further discussion of the revenue calculations pursuant to the concession, see “Business — Our Interest in Yorkshire Link — Calculation of Revenue.”

Cost of Revenue, General and Administrative Expense and Operating Income

          In the year ended March 31, 2004 technical support and director fees of £788,000 paid to the shareholders in CHL under agreements that have since been terminated are included as a general and administrative expense. That year also includes in cost of revenue a receivable of £283,000 written off in connection with repairs to Yorkshire Link which CHL had sought to recover from the construction joint venture.

Net (Loss) Income

          Net interest expense decreased for the year ended March 31, 2004, reflecting the repayment of debt over the course of 2003 and 2004.

          Income on interest rate swaps for the year ended March 31, 2004 increased substantially compared to the year ended March 31, 2003 due to the positive impact of increasing interest rates on the mark to market value of interest rate swaps during 2004. Connect M1-A1 Limited has entered into economic hedges to fix the interest rates on a substantial portion of its floating rate debt.

          Overall net income increased substantially due to increased swap income and decreased interest expense.

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Year Ended March 31, 2003 as Compared to Year Ended March 31, 2002

          The table below summarizes the consolidated statement of operations for CHL for the year ended March 31, 2002 and the year ended March 31, 2003.

	Year Ended March 31,
	2002			2003			Change
	(£ in thousands)
Revenue		£46,051			£45,267			(1.7	)%
Cost of revenue(1)		(10,892	)		(11,404	)		4.7	%
General and administrative expense		(1,264	)		(1,245	)		(1.5	)%
Operating income		33,895			32,618			(3.8	)%
Net interest expense		(25,202	)		(20,396	)		(19.1	)%
Loss on interest rate swaps		(2,245	)		(15,260	)
Income (loss) before income taxes		6,448			(3,038	)
Income tax expense (benefit)		1,899			(925	)
Net (loss) income		£4,549			£(2,113	)

(1) Includes depreciation expense of: £ 9,201 £ 9,508

Revenue

          Revenue decreased for the year ended March 31, 2003 compared to the year ended March 31, 2002 despite a 4% increase in other vehicles traffic and a 3.6% increase in heavy goods vehicle traffic and the indexation of toll rates to inflation, due to the effect of the band structure on shadow toll rates and the full year effect of the application of the global factor contained in the concession on the shadow toll rates. Traffic volume growth and inflation indexation of toll rates increased total revenue by approximately 3.7% while revenues were reduced by 1.4% by the operation of the band structure and a further 4% by the application of the global factor. See “Business — Our Interest in Yorkshire Link — Calculation of Revenue” for further discussion of the global factor and the frequency of its application and the magnitude of its impact.

Net (Loss) Income

          The decrease in net interest expense for the year ended March 31, 2003 was largely due to the write-off in 2002 of £2.3 million of unamortized financing fees originally incurred and capitalized in 1996 in respect of debt that was replaced in that year. The balance of the reduction was as a result of a decrease in interest costs as a result of the repayment of debt over the course of 2002 and 2003.

          Overall net income decreased primarily due to the loss on interest rate swaps resulting from the effect of lower interest rates on the mark-to-market value of interest rate swaps, partially offset by the lower interest expense.

Liquidity and Capital Resources

          While we do not intend to retain significant cash balances in excess of what is required as prudent reserves and will not initially have in place any credit facilities at the holding company level, we believe that we will have sufficient liquidity and capital resources to meet our future liquidity requirements and the requirements of our dividend policy, based on the following factors and assuming that we can refinance the Atlantic, including GAH, AvPorts and Macquarie Parking debt facilities at their respective maturities:

• All of our businesses and investments generate, and are expected to continue to generate, significant operating cash flow;

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• The ongoing maintenance capital expenditure associated with our businesses is modest and readily funded from their respective operating cashflow;

• All significant growth capital expenditure for 2004 will be funded with the proceeds of this offering or from committed undrawn debt facilities; and

•  CHL has amortizing debt, with the amortization payments expected to be paid from operating cash flow. We also expect to have amortizing debt for Thermal Chicago/ Northwind Aladdin and partially amortizing debt for Atlantic, including GAH. Both the Thermal Chicago/Northwind Aladdin and Atlantic, including GAH, debt will begin to amortize in 2007, with the amortization payments expected to be paid from operating cash flow.

          Atlantic, including GAH, AvPorts and Macquarie Parking have significant bullet payments under their respective credit facilities, due in 2011, 2007 and 2006. While we believe that we will be able to refinance the bullet payments prior to their respective maturities, in the event we cannot we may default on that debt.

          The section below discusses the sources and uses of cash of our businesses and investments. As our businesses and investments have yet to be operated as a single entity, we have not provided historical or pro forma consolidated statements of cash flow for the company.

Atlantic, GAH, AvPorts, Macquarie Parking, Thermal Chicago and Northwind Aladdin Cash Flow Provided by Operations

          Going forward, our consolidated statement of cash flows will include the cash flow from operations for Atlantic, including GAH, AvPorts, Macquarie Parking, Thermal Chicago and Northwind Aladdin. In all of these businesses, revenues are either mostly derived from cash sales or are highly stable. As a result, they do not experience substantial fluctuations in their trade receivables. The cash flow provided by operations for these businesses for the year ended December 31, 2003 and the six months ended June 30, 2004 are summarized in the table below:

			Six Months
	Year Ended		Ended
	December 31,		June 30,
	2003		2004
	($ in thousands)
Atlantic	$	9,811	$	7,689
GAH(1)	$	428	$	1,115
AvPorts	$	3,355	$	2,897
Macquarie Parking	$	765	$	1,837
Thermal Chicago	$	12,573	$	(2,020	)
Northwind Aladdin	$	1,684	$	1,016

(1)  Excluding the La Quinta FBO not being acquired.

Atlantic

          Cash flow from operations for the six months ended June 30, 2004 reflected the increased profitability of the business. Insurance is payable in the third quarter. As a result, the cash flow from operations for the six months ended June 30, 2004 potentially overstates the cashflow from operations that can be expected on an annualized basis.

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GAH

          Cash flow from operations for the six months ended June 30, 2004, was $1.1 million reflecting a significant increase in net income. Cash flows from operations were reduced by a $307,000 increase in receivables from the La Quinta FBOs.

          Cash flow from operations for 2003 was $428,000, $314,000 of which was due to the repayment of a short term receivable from a related party.

AvPorts

          Cash flow from operations for the six months ended June 30, 2004 was $2.9 million. This was significantly higher than net income largely as a result of depreciation and amortization expenses of $3.2 million.

          Depreciation and amortization expenses for the year ended December 31, 2003 was $6.3 million. This accounted for the majority of the difference between net income and cash flow provided by operations in 2003. The other significant impact on the cash flows from operations during 2003 was the increase in accounts receivable of $1.1 million due to a relatively large amount of receivables outstanding as of December 31, 2003 for costs incurred by AvPorts under certain airport management contracts. These amounts were collected from the various airport authorities in early 2004.

Macquarie Parking

          For the six months ended June 30, 2004, depreciation and amortization expense was $3.9 million. This accounted for the majority of the difference between net income and cash flow provided by operations during the first half. The other significant impact on the cash flows from operations during the first half of 2004 was the prepayment of insurance premiums and real estate taxes and repayment of accrued expenses and accounts payable, which resulted in a combined decrease in cash flows provided by operations of approximately $2 million.

          In the year ended December 31, 2003, depreciation and amortization expense was $8.7 million. Macquarie Parking’s other receivables increased by $1 million in 2003 due to the increased value of earned, but uncollected, parking revenues, an overpayment of real estate taxes and amounts related to the final adjustment in the purchase price of the assets of the Avistar business.

Thermal Chicago

          Cash flow from operations for the six months ended June 30, 2004 reflected primarily the substantial decrease in net income and to a lesser extent the seasonality of the cash flows from operations of Thermal Chicago business where cash flows are substantially higher in the third quarter of each year than in the other quarters.

          The difference between net income and cash flow from operations in 2003 resulted from depreciation and amortization and differences between taxation expense for accounting purposes and taxes actually paid. Taxes actually paid are substantially lower than accounting taxes due to accelerated depreciation allowances for tax purposes.

          Working capital is generally steady from year to year although moderate increases occur during the third quarter of each year when revenues are higher than in the remainder of the year and accounts receivable increase commensurately.

Northwind Aladdin

          As previously discussed, we intend to acquire all of the outstanding senior debt of Northwind Aladdin. For the six months ended June 30, 2004, Northwind Aladdin’s cash flow from operations of

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$1 million was net of interest paid on this senior debt of $1.2 million and for 2003, cash flow from operations of $1.7 million was net of interest of $2.6 million paid on the senior debt.

Atlantic, GAH, AvPorts, Macquarie Parking, Thermal Chicago and Northwind Aladdin Cash Flow Used in Investing Activities

          Going forward, our consolidated statement of cash flows will include the cash flows provided by or used in the investing activities of Atlantic, including GAH, AvPorts, Macquarie Parking, Thermal Chicago and Northwind Aladdin. The cash flow used in investing activities for these businesses for the year ended December 31, 2003 and the six months ended June 30, 2004 are summarized in the table below:

	Year Ended			Six Months Ended
	December 31, 2003			June 30, 2004
	($ in thousands)
Atlantic	$	(4,648	)	$	(2,573	)
GAH(1)	$	(13,418	)	$	(163	)
AvPorts	$	(2,563	)	$	606
Macquarie Parking	$	(73,956	)	$	(312	)
Thermal Chicago	$	(3,522	)	$	(692	)
Northwind Aladdin	$	—			—

(1)  Excluding the La Quinta FBO not being acquired.

Atlantic

          Atlantic spent $2.7 million on capital expenditure for the six months ended June 30, 2004, which was attributable to ongoing capital expenditure and the continued construction at Chicago-Midway.

          The primary use of cash in investing activities for the 2003 financial year was $3.3 million for the acquisition of the New Orleans facilities in December 2003, which was partially offset by cash proceeds of $2 million related to the sale of discontinued operations. Investing activities related to internal capital expenditures were $3.2 million in 2003, primarily related to the ongoing construction of a hangar at Chicago Midway.

          Going forward, we anticipate that any significant acquisitions by Atlantic will be funded with a combination of debt raised by Atlantic or MIC Inc. and equity offerings by the trust.

GAH

          Cash flow used in investing activities for the six months ended June 30, 2004 was $163,000, relating to ongoing capital expenditure.

          Cash flow used in investing activities for 2003 was $13.4 million. This included $13.2 million paid by GAH in 2003 to complete the acquisition of the FBO at Orange County Airport and $244,000 for ongoing capital expenditure.

AvPorts

          Cash flow used in investing activities for the six months ended June 30, 2004 was $606,000, relating to ongoing capital expenditures and the commencement of the capital expenditures at Burlington and Metroport projects outlined in “Business — Our Airport Services Business — Planned Capital Expenditures.”

          Of the $2.6 million of cash used in investing activities in 2003, $1.6 million related to reimbursement by AvPorts of transaction costs incurred by AvPorts owners at the time of the acquisition of AvPorts by MANA. $500,000 of this amount related to a purchase of a hangar at Louisville. A further $600,000 related to ongoing capital expenditure.

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Macquarie Parking

          During the six months ended June 30, 2004, Macquarie Parking made some improvements to its existing sites and purchased some additional equipment for approximately $285,000.

          The primary use of cash in investing activities in 2003 was $67.3 million for the acquisition of the Avistar business in October 2003 and costs associated with that acquisition. In addition, Macquarie Parking also purchased the property at its Chicago facility, which it previously leased. The total cost of this property, excluding transaction costs, was $6.1 million. The majority of other cash used in investing activities related to the purchase by Macquarie Parking of shuttle buses and other equipment used in its operations.

Thermal Chicago

          Approximately $692,000 was spent on capital expenditure for the six months ended June 30, 2004, which related to ongoing capital expenditure.

          In 2003 the primary use of cash in investing activities was capital expenditure which primarily related to the costs of connecting additional customers and to a lesser extent ongoing capital expenditure.

Atlantic, GAH, AvPorts, Macquarie Parking, Thermal Chicago and Northwind Aladdin Cash Flow from Financing Activities

          Going forward, our consolidated statements of cash flows will include the cash flows provided by or used in the financing activities of Atlantic, including GAH, AvPorts, Macquarie Parking, Thermal Chicago and Northwind Aladdin. The cash flow relating to financing activities for these businesses for the year ended December 31, 2003 and the six months ended June 30, 2004 are summarized in the table below:

				Six Months
	Year Ended			Ended
	December 31,			June 30,
	2003			2004
	($ in thousands)
Atlantic	$	(5,956	)	$	(6,000	)
GAH(1)	$	(18	)	$	—
AvPorts	$	(719	)	$	(1,203	)
Macquarie Parking	$	65,686		$	(1,270	)
Thermal Chicago	$	(10,678	)	$	(4,397	)
Northwind Aladdin	$	(842	)	$	(394	)

(1)  Excluding the La Quinta FBO not being acquired.

Atlantic

          Cash flow used in financing activities was $6 million for the first half of 2004 and was used to repay senior debt, reduce a revolving facility that had been used to fund part of the New Orleans acquisition and to repay a note acquired as part of the New Orleans acquisition.

          Cash used in financing activities for Atlantic was approximately $6 million in 2003, primarily to fund principal repayments on the senior and subordinated debt that was in place at the time.

          The acquisition of Atlantic by North America Capital was partially financed with a $130 million bridge loan facility provided by Macquarie International Finance Limited, a subsidiary of Macquarie Bank Limited, which was transferred to Macquarie Bank Limited on September 30, 2004. This bridge facility is an unsecured demand loan and carries an interest rate of LIBOR plus 3%. It is a condition precedent to the North America Capital stock purchase agreement that the bridge facility be refinanced prior to closing on terms satisfactory to us. The Macquarie Group is in discussions to refinance this bridge facility with a

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term credit facility of the same amount. This term credit facility will be secured by the assets and pledged stock of North America Capital and its subsidiaries and will be non-recourse to the company and its other subsidiaries. The facility currently under discussion is a seven-year partially amortizing facility, a portion of which will have to be refinanced at maturity.

          Details of the proposed $130 million term debt facility are as follows:

Amount outstanding at drawdown	Tranche A $25 million Tranche B $105 million
Term	7 years
Amortization	Tranche A fully amortizes, commencing at the end of Year 3. Tranche B is payable at maturity.
Interest rate type	Floating
Interest rate base	LIBOR
Interest rate margin	Tranche A — 2.25% Tranche B — 3.0%
Interest rate hedging	Interest rate swap (fixed vs LIBOR) at 3.34% for years 1-3 and 4.57% for years 4 and 5 on a notional value of $97.5 million
Debt service reserve	Six month debt service reserve
Cash sweep	Year 1 — no cash sweep Year 2 — cash sweep if debt service coverage is less than 1.71 times Year 3 — cash sweep if debt service coverage is less than 1.81 times Year 4 and 5 — cash sweep if debt service coverage is less than 1.51 times Year 6 and 7 — 100% cash sweep after mandatory debt service

          We will be unable to repay the amount outstanding under this facility at maturity from cash flow from operations because we intend to distribute to our shareholders as much cash as possible and not use such cash to repay subsidiary indebtedness. Therefore, we will need to refinance this facility at or prior to its maturity (in practice, we intend to seek to refinance the facility before the cash sweep commences in years 6 and 7). This exposes us to the risk that we may not be able to refinance this facility and may default. The Macquarie Group is also in discussions to establish a three-year revolving credit facility that will be used by Atlantic for working capital purposes.

GAH

          The Macquarie Group is in discussions to increase the size of the Atlantic debt facility discussed above by approximately $27.4 million to partially finance the future acquisition of GAH by Atlantic. It is anticipated that tranches A and B of the Atlantic facility will be increased on a pro rata basis. In the event that the Atlantic facility is not able to be increased, our manager will seek to arrange debt financing for the acquisition of GAH on a stand-alone basis on terms similar to those that would have been achieved by an increase in the Atlantic facility.

AvPorts

          Cash flow used in financing activities was $1.2 million for the first half of 2004. This amount resulted mainly from the payment of a dividend by MANA to its shareholders.

          Cash flow used in financing activities in 2003 was approximately $719,000 million. This was due to a payment for legal expenses incurred at the time of the financing of AvPorts with its debt facility.

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          AvPorts has in place a senior debt loan which was drawn as part of MANA’S acquisition of AvPorts in 2002. This facility will remain in place following our acquisition of AvPorts. This loan is secured by the assets of AvPorts and the stock of MANA and its subsidiaries and is recourse only to MANA and its subsidiaries. Details of the $36 million facility are as follows:

Amount outstanding as of June 30, 2004	$36 million
Term	5 years (November 2007)
Interest and principal repayments	Interest only during the term of the loan. Repayment of principal at maturity.
Interest rate type	Floating
Interest rate base	LIBOR
Interest rate margin	1-3 years: 1.875% 4-5 years: 2.250%
Interest rate hedging	Interest rate swap (fixed vs LIBOR) at 3.55% on a notional value of $27 million
Debt reserves	Six months of debt service
Lock-up cash sweeps	Cash sweep if debt service coverage ratio is less than 1.625 times

          We will be unable to repay the amount outstanding under this facility at maturity from cash flow from operations because we intend to distribute to our shareholders as much cash as possible and not use such cash to repay subsidiary indebtedness. Therefore, we will need to refinance this facility at or prior to its maturity. This exposes us to the risk that we may not be able to refinance this facility and may default.

Macquarie Parking

          In the six months ended June 30, 2004, the major financing cash flows were due to Macquarie Parking depositing a further $2.2 million into the reserve account associated with the senior debt facility and $1 million in equity investment by senior management at Macquarie Parking. The debt service reserve account is now fully funded and Macquarie Parking does not expect to make further significant deposits into this account.

          Cash flows from financing activities in 2003 primarily related to the financing of the acquisition of the Avistar business and the land in Chicago.

          On October 1, 2003, Macquarie Parking entered into a loan for $126 million, which was used to refinance debt and to partly fund the acquisition of the Avistar business. This loan is secured by the majority of real estate and other assets of the airport parking business and is recourse only to Macquarie Parking and its subsidiaries. On December 22, 2003, Macquarie Parking entered into another loan agreement with the same lender for $4.75 million. Macquarie Parking used the proceeds of this loan to partly fund the acquisition of land that it formerly leased for operating its Chicago facility. This loan is

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secured by the land at the Chicago site. The following table outlines the key terms of Macquarie Parking’s senior debt facilities:

Loan	Loan 1	Loan 2
Amount outstanding as of June 30, 2004	$126 million	$4.6 million
Term	3 years (September 2006)	5 years (January 2009)
Extension options	Two 1 year extensions subject to meeting certain covenants	None
Interest and principal repayments	Interest only during term of the loan. Repayment of principal at maturity.	Monthly payment of interest and principal of $28,675. Repayment of remaining principal at maturity.
Interest rate type	Floating	Fixed
Interest rate base	1 month LIBOR	N/A
Interest rate margin	1-3 years: 3.44%	5.3%
	4th year: 3.54%
	5th year: 3.69%
Interest rate hedging	1 month LIBOR cap of 4.5% out to 3 years for a notional amount of $126.0 million	N/A
Debt reserves	Various reserves totaling $5.7 million, currently fully funded	None
Lock-up/cash sweeps	None	None

          We will be unable to repay the amount outstanding under the $126 million facility at maturity from cash flow from operations because we intend to distribute to our shareholders as much cash as possible and not use such cash to repay subsidiary indebtedness. Therefore, we will need to refinance this facility at or prior to its maturity. This exposes us to the risk that we may not be able to refinance this facility and may default.

          Macquarie Parking also has a promissory note facility with Parking Company of America Management LLC, a minority investor, in the amount of $440,000. This facility has a fixed interest rate of 9.0% per year repayable March 31, 2005 and, as of the date of this prospectus, $440,000 has been drawn to support a letter of credit which is required by the terms of the lease of a new parking facility.

          Macquarie Parking also raised $6.7 million in cash in 2003 by selling new member units in PCAA Parent. This cash was used to partly fund the acquisition of Avistar and the Chicago property. This amount was partly offset by a return of $6.3 million in paid-in capital by Macquarie Parking to its shareholders in early 2003, which resulted from over-funding by the shareholders at the time of Macquarie Parking’s initial investment in PCAA Parent in December 2002.

          During 2003, Macquarie Parking did not make any dividend distributions. It utilized the cash it had on hand to partly fund expansion activities, namely the purchase of Avistar and the Chicago property. In addition, Macquarie Parking deposited approximately $2.6 million of its cash flow from investing activity into a debt reserve account as required by its $126 million senior loan facility.

Thermal Chicago and Northwind Aladdin

          Cash used in financing activities in 2003 and for the six months ended June 30, 2004 by Thermal Chicago related principally to the repayment of senior debt from related and unrelated parties that was fully repaid prior to the acquisition of Thermal Chicago by MDE.

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          Cash used in financing activities by Northwind Aladdin for the six months ended June 30, 2004 of $394,000 was net of principal payments of $1 million on the senior debt that we intend to acquire. Cash used in financing activities by Northwind Aladdin in 2003 of $842,000 was net of principal payments on the senior debt that we intend to acquire of $1.9 million. As previously discussed, for accounting purposes, Northwind Aladdin’s customer contracts are treated as finance leases and as a consequence a portion of the payments received from the customers is treated as effectively a return of lease principal. Amounts of $666,000 and $1.1 million were characterized in this way for the six months ended June 30, 2004 and for 2003, respectively.

          MDE, the owner of Thermal Chicago and our interest in the debt and equity of Northwind Aladdin, has issued $120 million of fixed rate secured notes due 2023 in a private placement. The notes are secured by the assets of MDE excluding the assets of Northwind Aladdin and its subsidiaries and MDE’s stock and are recourse only to MDE and its subsidiaries.

          The details of the senior secured notes are as follows:

Term	December 31, 2023
Amortization	Variable quarterly amortization commencing June 30, 2007
Interest rate type	Fixed
Interest rate	6.82% on $100 million and 6.4% on $20 million
Debt service reserve	Six month debt service reserve
Dividend payment restriction	No distributions to be made to shareholders of MDE if debt service coverage ratio is less than 1.25 times for previous and next 12 months, tested quarterly.
Make whole payment	Difference between the outstanding principal balance and the value of the senior secured notes discounting remaining payments at a discount rate of 50 basis points over the U.S. treasury security with a maturity closest to the weighted average maturity of the senior secured notes.

          In addition, MDE entered into a $20 million, three-year revolving credit facility with La Salle Bank National Association that may be used to fund capital expenditures or working capital or to provide letters of credit. This facility ranks pari passu with the senior secured notes and shares in the same security package. $7.1 million of this facility was immediately drawn down to replace letters of credit that are required to be provided by Thermal Chicago in relation to the Use Agreement with the City of Chicago and in relation to a single customer contract.

Cash Flow Associated with Our Toll Road Business

          Connect M1-A1 Limited uses its cash flow after funding its operations to make interest and principal payments on its senior debt, to make interest and principal payments on its subordinated debt to Macquarie Yorkshire and Balfour Beatty and then to make dividend payments to CHL. CHL then distributes these dividends to Macquarie Yorkshire (50%) and Balfour Beatty (50%). We intend to acquire 100% of the shares in Macquarie Yorkshire. The subordinated debt interest payments received by Macquarie Yorkshire will be included in our consolidated cash flow from operations and subordinated debt principal payments and dividends will be included in our consolidated cash flow from investing activities.

Subordinated Loans

          Cash flow is generated from our toll road business in the form of interest and principal repayments received from Connect M1-A1 Limited on Macquarie Yorkshire’s subordinated loans to Connect M1-A1 Limited. The terms of these subordinated loans are summarized below. The outstanding

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amounts and repayment schedule set out below reflect our 50% interest in the subordinated loans the balance of which are held by our partner, Balfour Beatty.

	Senior Subordinated Loan		Junior Subordinated Loan
Outstanding balance as of March 31, 2004	£5 million		£2.85 million
Interest rate	U.K. LIBOR + 4% per year payable semi-annually (minimum 6% per year)		15% per year payable semi-annually
Redemption premium	65% of principal repayments
Maturity	September 30, 2016		March 26, 2020
Repayment schedule	Semi-annually from March 31, 2005. Payable during year ended December 31,		Repayment at maturity
	2005-2006	£200,000
	2007-2011	£300,000
	2012-2015	£600,000
	2016	£700,000

          Interest received by Macquarie Yorkshire from the subordinated debt is scheduled to be £837,000 ($1.5 million) for the year ended December 31, 2004. Assuming that payments under the subordinated loans are made in accordance with the current terms and interest rates remain unchanged, Macquarie Yorkshire anticipates receiving the following debt payments for the year ended December 31, 2005:

Interest	£	854,000
Redemption premium	£	130,000
Principal	£	200,000
Total	£	1,184,000

Dividends

          Cash flow is also generated from dividends paid to Macquarie Yorkshire by CHL. The shareholders’ agreement for CHL between Macquarie Yorkshire and Balfour Beatty provides for Connect M1-A1 Limited, subject to the availability of cash and legally distributable reserves, to distribute all of its net income in the form of semi-annual dividends to CHL. CHL in turn distributes the cash dividends received to Macquarie Yorkshire and Balfour Beatty. For the year ended December 31, 2004, CHL will pay total dividends to Macquarie Yorkshire of £1.8 ($3.2) million and for the year ended December 31, 2005, it is currently anticipated that CHL will pay total dividends of £3.0 ($5.4) million to Macquarie Yorkshire. The increase in dividends in 2005 compared to 2004 is largely due to the impact of projected traffic volume growth on the revenues of Connect M1-A1 Limited.

Connect M1-A1 Limited’s Senior Debt

          Distribution of dividends by Connect M1-A1 Limited to CHL and payments of principal and interest on Connect M1-A1 Limited’s subordinated loans from Macquarie Yorkshire are subject to the timely payment of interest and principal and compliance by Connect M1-A1 Limited with covenants contained in the terms of its senior debt described below.

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          Connect M1-A1 Limited has two non-recourse senior debt facilities both of which are secured by the assets and pledged stock of Connect M1-A1 Limited which are summarized below:

	Commercial Senior Debt Facility	European Investment Bank Facility
Outstanding balance as of March 31, 2004	£207.4 million	£81.6 million
Interest rate	U.K. LIBOR plus 0.75% per year increasing to plus 0.80% from September 30, 2006 and plus 0.90% from September 30, 2020 payable semi-annually. Interest rate swaps have been entered into in respect of 70% of the notional principal amount.	9.23% for guaranteed portion and 9.53% for unguaranteed portion.
Maturity	March 31, 2024	March 25, 2020
Amortization	Semi-annual unequal amortization	Semi-annual unequal amortization

          The covenants in respect of the senior debt are tested semi-annually for the periods ended March 31 and September 30. In the commercial senior debt facility, the loan life coverage ratio cannot be less than 1.15:1, and the debt service coverage ratio for the preceding and following twelve-month period cannot be less than 1.10:1. In the European Investment Bank facility, the loan life coverage ratio cannot be less than 1.15:1, and the debt service coverage ratio for the preceding and following twelve-month period cannot be less than 1.13:1. The loan life coverage ratio is calculated by reference to the expected cash flows of Connect M1-A1 Limited over the life of the senior debt discounted at the interest rate for the senior debt. If these covenants are not met for any semi-annual period, subordinated debt and dividend payments from Connect M1-A1 Limited are required to be suspended until the covenants are complied with. While payments are suspended, excess cash balances are held by Connect M1-A1 Limited and are not required to be paid towards reducing the senior debt. At March 31, 2004, the loan life coverage ratio was 1.27 under the commercial senior debt facility and 1.34 under the European Investment Bank facility and the debt service coverage ratio was 1.18 for the preceding twelve months and projected at 1.14 for the following twelve months.

     Cash Flow Associated with Our Investments

          Going forward, our cash flow from operations will include dividends from our investments in MCG and SEW. Our pro forma dividends for 2003 were $2.7 million and $2.9 million for MCG and SEW, respectively. The dividends we receive from MCG and SEW are dependent on the performance of the underlying businesses and compliance with debt covenants. For the year ended December 31, 2005, based on the public statements of MCG management regarding distributions per share for the MCG fiscal year ended June 30, 2005, we expect to receive total dividends from MCG of AUD 5.8 million ($4.3 million) prior to Australian withholding taxes payable. For the year ended December 31, 2005, based on the expected dividends to be paid by SEW for its fiscal year ending March 31, 2005 and its half year ending September 30, 2005, we expect to receive total dividends from SEW of £1.8 million ($3.2 million). We do not anticipate that there will be any withholding with respect to SEW’s dividends.

Capital Expenditure

Atlantic

Ongoing Capital Expenditure

          Atlantic spends approximately $2 million, or $200,000 per FBO, per year on capitalized expenditure. This amount is spent on items such as repainting, replacing equipment as necessary and any

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ongoing environmental or required regulatory expenditure, such as installing safety equipment. This expenditure is funded from cash flow from operations.

Specific Capital Expenditure

          As described in “Business — Our Airport Services Business — Planned Capital Expenditures,” we intend to fund a total of $5 million of specific capital expenditure in 2004 from the proceeds of this offering. The construction of the Chicago hangar will be continuing, with completion expected in November 2004. In addition, there are several other expansionary capital expenditure opportunities that have been identified. In all, we are expecting to spend approximately $3.5 million in 2004-2005 for these purposes.

          In addition, approximately $1.4 million was paid at the closing of North America Capital’s acquisition of Atlantic to reimburse the prior owner for capital expenditure initiated on the Chicago project prior to the acquisition, but after April 1, 2004.

          We anticipate that specific capital expenditure undertaken in 2004 will add approximately $500,000 to operating income in 2005.

GAH

Ongoing Capital Expenditure

          GAH expects to spend approximately $300,000 per year, or $150,000 per FBO, on ongoing capital expenditure. This expenditure is expected to be funded from cash flow from operations.

AvPorts

Ongoing Capital Expenditure

          AvPorts expects to spend approximately $500,000 per year on ongoing capital expenditure. This expenditure is expected to be funded from cash flows from operations.

Specific Capital Expenditure

          As described in “Business — Our Airport Services Business — Planned Capital Expenditures,” AvPorts is planning to undertake some specific capital expenditures. We intend to fund $5.4 million of these capital expenditures from the proceeds of this offering. The remaining amount of capital expenditures will be funded from the cash on hand at AvPorts at the time of its acquisition by us. In compliance with our stock purchase agreement, AvPorts is to retain a sufficient level of cash to cover these capital expenditures.

Macquarie Parking

Ongoing Capital Expenditure

          Macquarie Parking’s operations require relatively low levels of ongoing capital expenditure. Most ongoing capital expenditure spent by Macquarie Parking relates to the purchase of new shuttle buses, which currently cost approximately $50,000 each. Macquarie Parking intends to replace its entire shuttle bus fleet (approximately 120 vehicles as of June 30, 2004) every three to five years, using cash from operations, operating leases or capital leases.

Specific Capital Expenditure

          Macquarie Parking is planning to spend approximately $845,000 in capital expenditure in 2004 from cash to improve Macquarie Parking’s facilities. Macquarie Parking expects that these ongoing improvements will attract new customers and enable the business to increase its parking rates.

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Thermal Chicago

Ongoing Capital Expenditure

          We anticipate that Thermal Chicago will spend approximately $1.1 million per year on capital expenditures relating to the replacement of parts and minor system modifications. We anticipate that such modifications will enable Thermal Chicago to increase its capacity by 3,000 tons in 2005. These ongoing capital expenditure will be funded over the first three years from available debt facilities and thereafter are expected to be funded from cash flow from operations.

Specific Capital Expenditure

          We anticipate that Thermal Chicago will spend up to approximately $7 million over the next three years which, in conjunction with their operational strategy, will yield approximately 13,000 tons of additional saleable capacity to the Chicago downtown cooling system. Approximately $700,000 will also be spent to interconnect new customers associated with this additional capacity to the system. A portion of this increased capacity will be used to accommodate four customers who will convert from interruptible to continuous service in 2006, with the balance sold to new or existing customers. We anticipate that the expanded capacity sold to new or existing customers will be under contract or subject to letters of intent prior to Thermal Chicago committing to the capital expenditure. A permit from environmental agencies will be required in order to undertake this expansion and potentially from the City of Chicago if expansion of underground piping is required. Based on recent contract experience, we anticipate that each ton sold under contract will add approximately $375 to annual revenues with approximately 50% of this increased revenue in the form of cooling capacity revenue and the balance as cooling consumption revenue. Associated with this increased capacity will be proportional increases in operating and maintenance expenses and an approximately $75 per ton increase to annual direct expenses-electricity based on current electricity prices.

          Thermal Chicago expects to fund this capital expenditure by drawing on available debt facilities.

Toll Road Business

Ongoing Expenditure

          Ongoing expenditure is required to maintain the condition of Yorkshire Link at the standard required under the concession on an ongoing basis and to meet the return condition requirements at the end of the concession when the road is transferred to the U.K. government. Connect M1-A1 Limited anticipates spending approximately £30.6 million, at 2003 prices, on periodic maintenance over the remaining life of the concession, with most of this expenditure occurring after 2020. This expenditure generally relates to resurfacing and the maintenance of structures over which Yorkshire Link runs and is in addition to the general day-to-day operating costs of Yorkshire Link.

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Commitments and Contingencies

Contractual Obligations

          The following tables summarize the future obligations of the initial businesses, due by period as of December 31, 2003, under their various contractual obligations, off balance sheet arrangements and commitments. Obligations that will not be assumed in connection with the purchases of the initial businesses are not reflected in these tables.

	Payments due by period
			Less than						More than
Atlantic	Total		one year		1-3 years		3-5 years		5 years
	($ in thousands)
Long-term debt(1)	$	130,000	$	—	$	—	$	6,266	$	123,734
Operating lease obligations(2)		107,510		5,435		11,019		10,826		80,230
Contingent payment for lease extension(3)		1,000		1,000		—		—		—
Purchase obligations(4)		28,200		28,200		—		—		—
Contingent indemnity payment(5)		1,671		1,671		—		—		—
Total contractual cash obligations(6)	$	268,381	$	36,306	$	11,019	$	17,092	$	203,964

(1)	The long-term debt represents the expected principal obligations to be incurred upon the acquisition of Atlantic by North America Capital. It is anticipated that this debt will be subject to certain debt covenants. Debt payments could be accelerated upon violation of such covenants. We believe the likelihood of a debt covenant violation will be remote.
(2)	This represents the minimum annual rentals required to be paid under non-cancellable operating leases with terms in excess of one year.
(3)	The contingent payment for lease extension represents the maximum amount payable (net of indemnity payments from the prior owners of Atlantic, pursuant to the memorandum of understanding between North American Capital, AvPorts and the airport authority at Republic Airport in return for an extension of the term of Atlantic’s FBO lease by the authority.
(4)	Purchase obligations include the commitment of North America Capital to acquire 100% of the membership interests in GAH for $48.5 million (plus expected transaction costs and reserves of $4.1 million), net of debt of $27.4 million expected to be raised for the acquisition, plus commitments of GAH of $3 million.
(5)	The contingent indemnity payment represents the maximum amount expected to be payable pursuant to the indemnity agreement between North America Capital and AvPorts to compensate AvPorts for losses related to its performance of its obligations pursuant to the memorandum of understanding between North America Capital, AvPorts and the airport authority at Republic airport.
(6)	This table does not reflect certain long-term obligations, such as deferred taxes, where we are unable to estimate the period in which the obligation will be incurred.

	Payments due by period
			Less than						More than
GAH	Total		one year		1-3 years		3-5 years		5 years
	($ in thousands)
Long-term debt(1)	$	27,400	$	—	$	—	$	1,321	$	26,079
Operating lease obligations(2)		11,027		673		1,272		1,152		7,930
Total contractual cash obligations(3)	$	38,427	$	673	$	1,272	$	2,473	$	34,009

(1)  The long-term debt represents the expected principal obligations to be incurred upon the acquisition of GAH by Atlantic. It is anticipated that this debt will be subject to certain debt covenants. Debt payments could be accelerated upon violation of such covenants. We believe the likelihood of a debt covenant violation will be remote.

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(2)	This represents the minimum annual rentals required to be paid under non-cancellable operating leases with terms in excess of one year for the two FBOs that GAH will retain.
(3)	This table does not reflect certain long-term obligations, such as deferred taxes, where we are unable to estimate the period in which the obligation will be incurred.

	Payment due by period
			Less than						More than
AvPorts	Total		one year		1-3 years		3-5 years		5 years
	($ in thousands)
Long-term debt(1)	$	48,000		—	$	48,000		—		—
Operating lease obligations(2)	$	17,278	$	1,364	$	2,197	$	1,059	$	12,658
Total contractual cash obligations	$	65,278	$	1,364	$	50,197	$	1,059	$	12,658

(1)	The long-term debt represents the principal obligations of AvPorts’ lender under a loan facility maturing in 2007. The debt is subject to certain covenants, the violation of which could result in acceleration. We believe the likelihood of a debt covenant violation is remote. Included is $12 million of subordinated debt that will be acquired by us.
(2)	The company is obligated under non-cancelable operating leases for land, buildings, office space and certain office equipment. This represents the minimum annual rentals required to be paid under such non-cancelable operating leases with terms in excess of one year.

	Payments due by period
			Less than						More than
Macquarie Parking	Total		one year		1-3 years		3-5 years		5 years
	($ in thousands)
Long-term debt(1)	$	130,750	$	92	$	126,198	$	221	$	4,239
Capital lease obligations(2)		935		263		451		221		—
Notes payable		256		187		69		—		—
Operating lease obligations(3)		35,794		5,808		10,388		8,456		11,142
Total contractual cash obligations	$	167,735	$	6,350	$	137,106	$	8,898	$	15,381

(1)	The long-term debt represents the principal obligations to Macquarie Parking’s lender in two facilities maturing between 2006 and 2009. The debt is subject to certain covenants, the violation of which could result in acceleration. We believe the likelihood of a debt covenant violation to be remote.
(2)	Capital lease obligations are for the lease of certain transportation equipment. Such equipment could be subject to repossession upon violation of the terms of the lease agreements. We believe the likelihood of such violation to be remote.
(3)	The company is obligated under non-cancellable operating leases for various parking facilities. This represents the minimum annual rentals required to be paid under such non-cancellable operating leases with terms in excess of one year.

	Payments due by period
			Less than						More than
Thermal Chicago/Northwind Aladdin	Total		one year		1-3 years		3-5 years		5 years
	($ in thousands)
Long-term debt(1)	$	120,000	$	—	$	—	$	11,520	$	108,480
Operating lease obligations(2)		24,041		1,148		2,362		2,362		18,168
Total contractual cash obligations(3)	$	124,041	$	1,148	$	2,362	$	11,962	$	108,568

(1)  The long-term debt represents the principal obligations incurred by MDE. This debt is subject to certain debt covenants and debt payments could be accelerated upon violation of such convenants. We believe the likelihood of a debt covenant violation to be remote.

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(2)	This represents the minimum annual rentals required to be paid under non-cancellable operating leases with terms in excess of one year.
(3)	This table does not reflect certain long-term obligations, such as deferred taxes, where we are unable to estimate the period in which the obligation will be incurred.

	Payments due by period
	(£ in thousands)
			Less than						More than
Macquarie Yorkshire	Total		one year		1-3 years		3-5 years		5 years
Loan from Connect M1-A1 Limited	£	25,384		—		—		—	£	25,384
Total contractual cash obligations	£	25,384		—		—		—	£	25,384

          This table also does not reflect obligations of CHL, as they do not have recourse to Macquarie Yorkshire. (CHL has long-term obligations of £307.2 million at March 31, 2004, consisting primarily of long-term debt.) CHL is also obligated, pursuant to the concession, to maintain Yorkshire Link during the concession period. Not included in this table is management’s estimate of the cost of this obligation, which is approximately £30.6 million over the life of the concession as measured in current pounds.

Taxation

          We intend to file a consolidated U.S. federal income tax return for MIC Inc., which is the holding company for all of our U.S. businesses, and its direct and indirect corporate U.S. subsidiaries, including Atlantic, GAH, AvPorts, Macquarie Parking, Thermal Chicago and Northwind Aladdin. As a consequence, Atlantic, GAH, AvPorts, Macquarie Parking, Thermal Chicago and Northwind Aladdin will pay no U.S. federal income taxes, and all tax obligations will be incurred by MIC Inc. based on the consolidated U.S. federal income tax position of the U.S. businesses after taking into account deductions for management fees and corporate overhead expenses allocated to MIC Inc. We anticipate that 75-80% of the total management fees payable to our Manager by us will be payable by MIC Inc. with the balance payable by the company or the other directly owned subsidiaries of the company.

          We do not expect that the U.S. holding companies for our interests in the toll road business, MCG or SEW will pay any U.S. federal income taxes, as each of these entities will elect to be disregarded as an entity separate from the company for U.S. federal income tax purposes.

Critical Accounting Policies

          The preparation of our financial statements in conformity with GAAP will require management to adopt accounting policies and make estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. Upon the completion of the acquisitions contemplated in the offering, we will base our estimates on historical information and experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions and judgments and uncertainties, and potentially could result in materially different results under different conditions. Our critical accounting policies are discussed below. These policies are generally consistent with the accounting policies followed by the businesses we plan to acquire. These critical accounting policies will be reviewed with our independent auditors and the audit committee of the company’s board of directors.

Business Combinations

          Our acquisition of our airport services businesses and airport parking business and future acquisitions of businesses that we will control will be accounted for under the purchase method of accounting. The amounts assigned to the identifiable assets acquired and liabilities assumed in connection with acquisitions will be based on estimated fair values as of the date of the acquisition, with the remainder, if any, to be recorded as goodwill. The fair values will be determined by our management, taking into consideration information supplied by the management of acquired entities and other relevant

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information. Such information will include valuations supplied by independent appraisal experts for significant business combinations. The valuations will generally be based upon future cash flow projections for the acquired assets, discounted to present value. The determination of fair values requires significant judgment both by management and by outside experts engaged to assist in this process.

Goodwill, Intangible Assets and Property and Equipment

          Significant assets that will be acquired in connection with our acquisition of the airport services business and airport parking business will include contract rights, customer relationships, non-compete agreements, trademarks, domain names, property and equipment and goodwill.

          Trademarks and domain names are considered to be indefinite life intangibles. Goodwill represents the excess of the purchase price over the fair value of the assets acquired. Trademarks, domain names and goodwill will not be amortized. However, we will be required to perform impairment reviews at least annually and more frequently in certain circumstances.

          The goodwill impairment test is a two-step process, which will require management to make judgments in determining what assumptions to use in the calculation. The first step of the process consists of estimating the fair value of each of our reporting units based on a discounted cash flow model using revenue and profit forecasts and comparing those estimated fair values with the carrying values, which include the allocated goodwill. If the estimated fair value is less than the carrying value, a second step is performed to compute the amount of the impairment by determining an “implied fair value” of goodwill. The determination of a reporting unit’s “implied fair value” of goodwill requires the allocation of the estimated fair value of the reporting unit to the assets and liabilities of the reporting unit. Any unallocated fair value represents the “implied fair value” of goodwill, which will then be compared to its corresponding carrying value. The impairment test for trademarks and domain names requires the determination of the fair value of such assets. If the fair value of the trademarks and domain names is less than their carrying value, an impairment loss will be recognized in an amount equal to the difference. We cannot predict the occurrence of certain future events that might adversely affect the reported value of goodwill and/or intangible assets. Such events include, but are not limited to, strategic decisions made in response to economic and competitive conditions, the impact of the economic environment on our customer base, and material negative change in relationship with significant customers.

          The “implied fair value” of reporting units will be determined by our management and will generally be based upon future cash flow projections for the reporting unit, discounted to present value. We will use outside valuation experts when management considers that it would be appropriate to do so.

          Intangibles subject to amortization, including contract rights, customer relationships, non-compete agreements and technology are amortized using the straight-line method over the estimated useful lives of the intangible asset after consideration of historical results and anticipated results based on our current plans. With respect to contract rights in our airport services business, we will take into consideration the history of contract right renewals in determining our assessment of useful life and the corresponding amortization period.

          Property and equipment are initially stated at cost. Depreciation on property and equipment will be computed using the straight-line method over the estimated useful lives of the property and equipment after consideration of historical results and anticipated results based on our current plans. Our estimated useful lives represent the period the asset is expected to remain in service assuming normal routine maintenance. We will review the estimated useful lives assigned to property and equipment when our business experience suggests that they may have changed from our initial assessment. Factors that lead to such a conclusion may include physical observation of asset usage, examination of realized gains and losses on asset disposals and consideration of market trends such as technological obsolescence or change in market demand.

          We will perform impairment reviews of property and equipment and intangibles subject to amortization, when events or circumstances indicate that the value of the assets may be impaired.

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Indicators include operating or cash flow losses, significant decreases in market value or changes in the long-lived assets’ physical condition. When indicators of impairment are present, management determines whether the sum of the undiscounted future cash flows estimated to be generated by those assets is less than the carrying amount of those assets. In this circumstance, the impairment charge is determined based upon the amount by which the carrying value of the assets exceeds their fair value. The estimates of both the undiscounted future cash flows and the fair values of assets require the use of complex models which require numerous highly sensitive assumptions and estimates.

Equity Investment in Our Toll Road Business

          The carrying value of our equity method investment will include an additional intangible asset to reflect the difference between the purchase price for our 50% investment in the toll road business and the underlying equity in the net assets of the business. This intangible asset value, which represents the concession based on a preliminary allocation, will be recorded at fair value to be determined by management, taking into consideration information supplied by the management of acquired entities and other relevant information including valuations supplied by independent appraisal experts. The concession will be amortized based on a percentage of usage of the toll road in the period relative to the total estimated usage over the life of the agreement. In addition, any loss in value that is other than temporary as a result of a significant change in the fundamentals or the business will be recognized as an impairment charge.

Investment in MCG

          Our acquisition of shares of MCG will initially be recorded at cost and classified as “available for sale securities” on our consolidated balance sheet. Our intention is to hold MCG for an indeterminate period of time. Since MCG will have a readily determinable market value, we will record this investment at cost with unrealized gains and losses reported as a component of other comprehensive income. Declines in value judged to be other than temporary will be included in investment income (loss). Management will consider MCG’s financial position, results of operations, stock price performance, analyst research reports and other relevant information in determining whether a decline is other than temporary. We intend to evaluate our intention to hold this investment on an annual basis.

Investment in Macquarie Luxembourg

          Our initial investment in Macquarie Luxembourg due to our inability to exercise significant influence over the company’s operations will be recorded at cost. As Macquarie Luxembourg will not have a readily determinable market value, we will continue to record the investment at cost. We will perform periodic review of the investment, using information supplied by the management of Macquarie Luxembourg. We will further evaluate Macquarie Luxembourg based on future cash flow projections, discounted to present value. We will use outside valuation experts when we consider it appropriate to do so.

Interest and Dividend Income

          With respect to our investments in MCG and SEW, we expect, based on their history of paying dividends, to receive dividends on a periodic basis. We will record such dividends as dividend income at the point where we are entitled to receive the dividend.

          Our investment in the toll road business also includes loans receivable from Connect M1-A1 Limited. In connection with the purchase of the loans receivable we expect to record a premium over the face value of the loans. The loans receivable pay periodic interest. We will accrue interest income from the loans receivable. We will amortize the premium paid for the loans receivable using an effective interest rate method.

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Advertising Expense

          Advertising expenses incurred by our airport parking business will be expensed the first time the advertising takes place. Costs associated with direct response advertising programs may be prepaid and will be charged to expense once the printed materials are distributed to the public.

Quantitative and Qualitative Disclosures About Market Risk

Currency Risk

          We will be exposed to currency risk on cash flows we receive from our businesses and investments located outside of the United States and on the translation of earnings. Our current policy is not to hedge over the long term the currency risk associated with foreign currency denominated income and cash flows, due to the uncertain size and timing of the distributions we expect to receive. However, we may from time to time seek to hedge our currency risk for short to medium periods, up to two years at a time.

Toll Road Business

          Our cash flows are exposed to the impact of fluctuations in the Pound Sterling/ U.S. dollar exchange rate on the interest income and dividends from CHL. Based on our 2003 pro forma interest income, a hypothetical 1% appreciation in the U.S. dollar against the Pound Sterling would reduce our interest income by $16,400 and our dividends from CHL by $36,900 (based on assumed dividends of £2 million).

          The principal payments we will receive on the subordinated loans are also denominated in Pounds Sterling and fluctuations in the Pound Sterling/U.S. dollar exchange rate will cause fluctuations in the actual cash we receive in U.S. dollars.

Investments in SEW and MCG

          In relation to our investment in SEW, we are exposed to the impact of the Pound Sterling/ U.S. dollar exchange rate on our dividend income. Based on our pro forma dividend income from SEW in 2003, a hypothetical 1% appreciation of the U.S. dollar against the Pound Sterling would reduce our dividend income and cash flows by $28,800 per year.

          In relation to our investment in MCG, we are exposed to the impact of the Australian dollar/ U.S. dollar exchange rate on our dividend income. Based on our pro forma dividend income from MCG in 2003, a hypothetical 1% appreciation of the U.S. dollar against the Australian dollar would reduce our dividend income and cash flows by $26,700 per year.

Interest Rate Risk

          We will be exposed to interest rate risk in relation to the borrowings of our initial businesses. Our current policy is to enter into derivative financial instruments to fix variable rate interest payments covering at least half of the interest rate risk associated with the borrowings of our businesses, subject to the requirements of our lenders.

Atlantic

          The anticipated senior debt for Atlantic is a partially amortizing $130 million floating rate facility maturing in 2011.

          The impact of a 1% increase in the interest rate on the anticipated Atlantic debt would result in a $1.3 million increase in the interest cost per year. A corresponding 1% decrease would result in a $1.3 million decrease in interest cost per year.

          Atlantic’s exposure to interest rate changes through the senior debt has been 75% hedged through the use of interest rate swaps. These hedging arrangements will partially offset any additional interest rate

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expense incurred as a result of increases in interest rates. However, if interest rates decrease, the value of our hedge instrument will also decrease. A 10% decrease in interest rates would result in a decrease in the fair market value of the hedge instrument of $1.7 million. A corresponding increase would result in a $1.7 million increase in its fair market value.

GAH

          The anticipated senior debt associated with the acquisition of GAH is a partially amortizing $27.4 million floating rate facility maturing in 2011.

          The impact of a 1% increase in the interest rate on the anticipated GAH debt results in a $274,000 increase in the interest cost per year. A corresponding 1% decrease results in a $274,000 decrease in interest cost per year.

          We expect that GAH’s exposure to interest rate changes through the senior debt will be 75% hedged through the use of interest rate swaps. These proposed hedging arrangements will partially offset any additional interest rate expense incurred as a result of increases in interest rates. However, if interest rates decrease, the value of our hedge instrument will also decrease. A 10% decrease in interest rates would result in a decrease in the fair market value of the hedge instrument of $350,000. A corresponding increase would result in a $350,000 increase in fair market value.

AvPorts

          AvPorts has in place a $36 million, non-amortizing, floating rate facility maturing in 2007.

          The impact of a 1% movement in the interest rate on the anticipated AvPorts debt results in a $360,000 increase in the interest cost per year. A corresponding 1% decrease results in a $360,000 decrease in interest cost per year.

          AvPorts also has in place an interest rate swap at a face value of $27 million. This interest rate swap arrangement will partially offset any additional interest rate expense incurred as a result of increases in interest rates. However, if interest rates decrease, the value of our hedge instrument will also decrease. A 10% decrease in interest rates would result in a decrease in the fair market value of the interest rate swap of $250,000. A corresponding increase would result in a $250,000 increase in fair market value.

Macquarie Parking

          Macquarie Parking has two senior debt facilities: a $126 million non-amortizing floating rate facility maturing in 2006, and a partially amortizing $4.7 million fixed rate facility maturing in 2009. Due to a requirement imposed by our lender we were unable to enter into any interest rate swap agreements in relation to the $126.0 million facility. Instead, we purchased an interest rate cap agreement at a base rate of LIBOR equal to 4.5% for a notional amount of $126 million for the term of the loan.

          A 1% increase in the interest rate on the $126 million facility will increase the interest cost by $1.3 million per year. A 1% decrease in interest rates will result in a $1.3 million decrease in interest cost.

          A 10% increase in interest rates will decrease the fair market value of the $4.7 million facility by $229,000. A 10% decrease in interest rates will result in a $247,000 increase in the fair market value.

          In relation to the interest rate cap instrument, the 30-day LIBOR rate as at October 8, 2004 was 1.86%, compared to our interest rate cap of a LIBOR rate of 4.50%. As interest rates are currently much lower than the interest rate cap, we are not currently receiving any payments under the cap.

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Thermal Chicago/Northwind Aladdin

          MDE, the holding company for Thermal Chicago and our interest in Northwind Aladdin, has issued $120 million of aggregate principal amount of fixed rate senior secured notes maturing December 31, 2023, with variable quarterly amortization commencing June 30, 2007. MDE has a fixed rate exposure on these notes and therefore a 10% increase in interest rates will result in a $6 million decrease in the fair market value of the notes. A 10% decrease in interest rates will result in a $6.6 million increase in the fair market value of the notes.

Connect M1-A1 Limited

          We will receive floating rate interest payments from Connect M1-A1 Limited’s senior subordinated loan. A 1% increase in the interest rate on this loan results in a £50,000 increase in the interest received per year. A 1% decrease in the interest rate results in a £50,000 decrease in the interest received per year.

          We have an exposure to changes in interest rates through Connect M1-A1 Limited’s junior subordinated loan provided at a fixed rate by Macquarie Yorkshire. For a 10% increase in interest rates, the fair market value of this loan will decrease by £178,500. For a 10% decrease in interest rates, the fair market value will increase by £206,500.

          Connect M1-A1 Limited has floating interest rate exposure on its commercial senior debt facility. For a 1% increase in the interest rate the interest cost will increase by £2 million per year. A 1% decrease will result in a decrease in the interest cost of £2 million per year.

          The interest rate exposure of the commercial senior debt facility of Connect M1-A1 Limited has been fixed for 70% of the debt through a combination of five interest rate swaps. These interest swaps will partially offset any additional expense incurred as a result of an increase in interest rates. However, if interest rates decrease, the value of our hedging instruments will also decrease. The fair market value of these interest rate swaps will decrease by £5 million in the event of a 10% decrease in interest rates. A 10% increase in interest rates will result in a £4.7 million increase in the fair market value of these interest rate swaps.

          Connect M1-A1 Limited has a fixed rate exposure on its European Investment Bank facility. A 10% increase in interest rates will result in a £1.8 million decrease in the fair market value of the facility. A 10% decrease in interest rates will result in a £2 million increase in the fair market value of the facility.

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BUSINESS

General

          We have been formed to own, operate and invest in a diversified group of infrastructure businesses in the United States and other developed countries. We offer investors an opportunity to participate directly in the ownership of infrastructure businesses, which traditionally have been owned by governments or private investors, or formed part of vertically integrated companies. Our initial businesses consist of an airport services business, an airport parking business, a district energy business and a toll road. Our initial investments are in a regulated water utility and a communications infrastructure fund. We believe that the Macquarie Group’s demonstrated expertise and experience in the management, acquisition and financing of infrastructure businesses will provide us a significant advantage in pursuing our strategy.

Industry

          Infrastructure businesses provide basic services that are used everyday, such as parking, roads and water. We intend to focus on the ownership and operation of infrastructure businesses with the following types of long-life physical assets:

• “User Pays” Assets. These assets are generally transportation-related infrastructure that depend on a per use system for their main revenue source. Demand for use of these assets is relatively unaffected by macroeconomic conditions because people use these types of assets on an everyday basis. While some “user pays” assets, such as airports and toll roads, are generally owned by government entities in the United States, other types, such as airport- and rail-related infrastructure, are typically owned by the private sector in the United States. Where the private sector owner has been granted a lease or concession by a government entity to operate the business, the business will be subject to any restrictions or provisions contained in the lease or concession.

• Contracted Assets. These assets provide services through long-term contracts with other businesses or governments. These contracts typically can be renewed on comparable terms when they expire because there are no or limited providers of comparable services. Contracted assets, such as communications towers, district energy systems and contracted power generation plants, are generally owned by the private sector in the United States. Where the private sector owner has been granted a lease or concession by a government entity to operate the business, the business will be subject to any restrictions or provisions contained in the lease or concession.

• Regulated Assets. Businesses that own these assets are the sole or predominant providers of essential services in their service areas and, as a result, are typically regulated by government-entities with reference to the level of revenue earned or charges imposed. Government regulated revenues typically enable the service provider to cover operating costs, depreciation and taxes and achieve an adequate return on debt and equity capital invested. Water utilities and electric and gas distribution and transmission networks are examples of regulated assets. In the United States, regulated assets are generally owned by publicly listed utilities, although some are owned by government entities.

          By their nature, these businesses have sustainable and growing long-term cash flows due to consistent customer demand and the businesses’ strong competitive positions. Consistent customer demand is driven by the basic, everyday nature of the services provided. The strong competitive position results from high barriers to entry, including:

• high initial development and construction costs, such as the cost to build roads;

• difficulty in obtaining suitable land, such as the difficulty in obtaining suitable land near or at airports for parking facilities or FBOs;

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• required government approvals, which may be difficult or time-consuming to obtain, such as approvals for a network of communications towers, or approvals to lay water pipes under city streets; and

• long-term exclusive concessions and customer contracts, such as contracts to provide broadcasting services to broadcast television companies.

          These barriers to entry have the effect of protecting the cash flows generated by the infrastructure assets owned by these businesses. These barriers to entry largely arise because services provided by infrastructure businesses, such as parking, roads, and water can generally only be delivered by relatively large and costly physical assets in close proximity to customers. These services cannot be delivered over the internet, and cannot be outsourced to other countries, and are therefore not susceptible to the competitive pressures that other industries, including manufacturing industries, typically face. We will not seek to acquire infrastructure businesses that face significant competition, such as merchant electricity generation facilities.

          The prices charged for the use of infrastructure assets that are our focus can also generally be expected to keep pace with inflation due to the pricing power generally enjoyed by “user pays” assets, the contractual terms of contracted assets, and for regulated assets the regulatory process that determines revenues and typically provides for an inflation adjustment.

          Infrastructure assets, especially newly constructed assets, tend to be long-lived, require minimal maintenance capital expenditure and are generally not subject to major technological change or physical deterioration. This generally means that significant cash flow is often available from infrastructure businesses to service debt, make distributions to shareholders or expand the business, or all three. Exceptions exist in relation to much older infrastructure assets, such as SEW’s water network, which due to its age requires significant maintenance capital expenditure.

          The sustainable and growing long-term cash flows of infrastructure assets mean that infrastructure assets can typically support more debt than other businesses, which can increase returns to shareholders. This indicates the importance of financial structuring and capital optimization in enhancing shareholder returns to owners of infrastructure assets.

Strategy

          We have two primary strategic objectives. First, we intend to pursue revenue growth and profit margin improvement, as well as to optimize the financing structure of our initial businesses. We will also seek to realize synergies and improve our competitive position through complementary acquisitions. Second, we intend to acquire businesses in attractive infrastructure sectors other than those in which our initial businesses and investments currently operate. A key component of our strategy is our association with the Macquarie Group, which is a leader in the management, acquisition and financing of infrastructure businesses worldwide.

Operational Strategy

          We will rely on the Macquarie Group’s demonstrated expertise and experience in the management of infrastructure businesses to execute our operational strategy. In managing infrastructure businesses, the Macquarie Group (1) recruits and incentivizes talented operational management teams, (2) instills financial management discipline consistently across the businesses, (3) sources and executes acquisitions and (4) structures and arranges debt financing for the businesses to maximize returns to shareholders.

          We plan to increase the cash generated in our initial businesses through initiatives to increase revenues and improve profit margins. We have in place seasoned management teams at each of our initial businesses who will be supported by the demonstrated infrastructure management expertise and experience of the Macquarie Group in the execution of this strategy.

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          Improving and expanding our existing marketing programs. We expect to enhance the client services and the marketing programs offered by our initial businesses. Both Macquarie Parking and Atlantic have established marketing programs that are sophisticated relative to those of other industry participants and we intend to expand these programs and extend them to any locations that we acquire in the future.

          Making selective capital expenditures. We intend to expand capacity of our existing locations and improve their facilities through selective capital expenditures. Specifically, we will make expenditures that we believe will generate additional revenues in the short term to cover the cost of those expenditures. Such opportunities exist, notably, in relation to our district energy business.

          Strengthening our competitive position through complementary acquisitions in our operating businesses. We intend to acquire and integrate additional FBO and airport parking businesses or facilities. Ownership in these sectors continues to be very fragmented, and, given the desire of industry participants for liquidity, we believe that attractive acquisition opportunities will arise. For example, the Macquarie Group was responsible for successfully expanding our airport parking business, through acquisitions by funds managed by the Macquarie Group, into the largest operator in its sector in terms of number of sites. Opportunities to acquire additional district energy businesses also exist due to fragmented ownership and the desire of diversified energy utilities to sell off non-core assets. We believe that complementary acquisitions will improve our overall performance by: (1) leveraging our brand and marketing programs in Atlantic and Macquarie Parking to increase the revenues of additional FBO and parking operations that we acquire and integrate into our company; (2) realizing cost synergies by allocating the corporate overhead expenses of our businesses across a larger number of operations and by implementing improved management practices; and (3) taking advantage of the size and diversification of our combined businesses to achieve lower financing costs than can be achieved by the businesses that we acquire on a stand alone basis.

Acquisition Strategy

          We expect our acquisition strategy to benefit from the Macquarie Group’s deep industry knowledge and ongoing identification of acquisition opportunities in the infrastructure sector, where opportunities often are not widely offered, well-understood or properly valued. The Macquarie Group also has significant expertise in the execution of such acquisitions, which can be time-consuming and complex.

          We intend to acquire infrastructure businesses and investments in sectors other than those sectors in which our initial businesses operate, where we expect attractive returns and where the Macquarie Group has built relationships and expertise. While our focus is on businesses in the United States, we will also consider opportunities in other developed countries. Generally, we will seek to acquire controlling interests, but we may acquire minority positions in attractive sectors where those acquisitions generate immediate dividends and where our partners have similar objectives to our own. Our acquisitions of SEW and MCG are consistent with this philosophy. We believe that the sectors in which SEW and MCG operate will continue to present attractive acquisition candidates and that partnering with other Macquarie Group-managed vehicles with experience in those sectors is an appropriate way to pursue opportunities in those sectors. In the United States, we may choose to acquire non-controlling interests in regulated assets, in order to avoid being regulated under the Public Utility Holding Company Act.

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Acquisitions

Acquisition Opportunities

          Infrastructure sectors that may present attractive acquisition candidates include, in addition to our initial businesses, electricity and gas transmission and distribution networks, water and sewerage networks and communications infrastructure. We expect that acquisition opportunities will arise from two main sources: the private sector and the public (government) sector.

• Private sector opportunities. Increasingly, private sector owners of infrastructure assets are choosing to divest these assets for competitive, creditor or regulatory reasons. For instance, vertically integrated electric, gas and telecommunications utilities are increasingly disposing of infrastructure assets because they wish to concentrate on their core customer-focused business rather than the infrastructure supporting it, because they are over-leveraged and wish to pay down debt, because their capital structure and shareholder expectations do not allow them to finance these assets as efficiently as a dedicated owner of the assets, or due to regulatory pressure to unbundle their vertically integrated product offering. For example, over the last several years, the Federal Energy Regulatory Commission has created incentives for vertically integrated electric utilities to sell their electric transmission systems to independent owners. These incentives have led to some sales of electric transmission systems over the past three years, and the Macquarie Group has been very active in this market either as an adviser or as a principal.

•  Public (government) sector opportunities. Traditionally, governments around the world have financed the provision of infrastructure to the economy with taxation revenues and government borrowings. Over the last few decades, many governments have pursued an alternative model for the provision of infrastructure as a result of budgetary pressures. This model generally involves private sector participation to build, own, operate and finance infrastructure, allowing a government to transfer the risks of ownership to those whose business it is to assess and manage those risks and to provide necessary services at the least cost. This trend towards increasing private sector participation in the provision of infrastructure is well established in Australia, Europe and Canada, and it is just beginning in the United States. We believe the level of participation of the private sector in the provision of infrastructure in the United States will increase over time due to growing budgetary pressures, exacerbated by baby boomers reaching retirement age, and the significant under-investment in critical infrastructure systems in the United States. According to the American Society of Civil Engineers’ 2003 Progress Report for America’s Infrastructure, there is a need for an investment of $1.6 trillion to bring the conditions of the United States’ deteriorating infrastructure to acceptable levels. We believe this trend will provide us with attractive investment opportunities over time.

Advantages of Macquarie Group Management

          We believe that the Macquarie Group’s extensive global infrastructure expertise and reach, strong relationships with industry participants and strong reputation in the industry will provide us with a significant advantage in pursuing our acquisition strategy. We believe that their industry knowledge allows the Macquarie Group to value acquisition targets effectively, properly assess risks and benchmark conclusions against experiences in other markets. In addition, the infrastructure industry typically requires in-depth specialist skills and industry knowledge, such as detailed knowledge of regulatory systems, in order to acquire infrastructure businesses effectively. We believe that the Macquarie Group’s expertise and reputation make it an attractive counterparty to asset sellers who wish to minimize transaction completion risk, and regulators who wish to ensure that the potential buyer understands the business to be purchased and will operate it effectively. The Macquarie Group is actively identifying acquisition opportunities in the infrastructure sector, where quality opportunities are often not widely offered, not well understood, or not properly financed or valued by other potential acquirers. Further, the Macquarie Group has significant

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expertise in the execution of such acquisitions, which can be time-consuming and complex. In respect of such acquisitions, we may engage affiliates of our Manager to provide financial advisory services on an arm’s-length basis on market terms upon approval by our independent directors. Pursuant to the terms of the management services agreement, our Manager will be obligated to present to us certain acquisition opportunities on a priority basis. See “Our Manager — Management Services Agreement — Acquisition Opportunities.”

          We expect that we will generally compete with a number of industry and financial participants when seeking to acquire infrastructure businesses or assets. However, while competition may exist in particular infrastructure sectors, we are not aware of any one party that will compete with us across all infrastructure sectors. We believe that we possess some advantages over competing private equity acquirers of infrastructure assets. Private equity investors often have equity return requirements greater than those generally available due to the low risk nature of infrastructure and the performance incentives of private equity firms. In addition, private equity firms generally have a limited investment horizon and will seek to sell their portfolio companies in the near future. Our longer-term, infrastructure-focused strategy may be more appealing to government regulators and authorities and allows us to assess the full, long-term value of acquisition candidates.

Due Diligence

          When evaluating infrastructure businesses or assets for acquisition, we will undertake a rigorous due diligence process and financial evaluation. Generally, we consider two key principles to be essential to generating value to shareholders from infrastructure investing. First, through comprehensive due diligence, the expected cash flows from the infrastructure asset must be projected accurately. While future performance is always uncertain, the characteristics of infrastructure assets mean that, with detailed due diligence, the future cash flows can be more reliably predicted than for many other asset classes. Second, the projected cash flows should generate a higher return on our investment than that which is commensurate with the cash flow risks. A determination of the projected cash flow risks also is an outcome of the detailed due diligence process undertaken. To assist us in identifying material risks and validating key assumptions in our analysis, we will generally engage experts to review key risk areas, including legal, tax, accounting, insurance, environmental and technical and operational matters. We believe the Macquarie Group’s and our Manager’s employees’ in-depth industry knowledge will enable us to more accurately project expected cash flows and determine risks.

          We will also assess the capability of the existing management team, including recent performance, expertise, experience, culture and incentives to perform. A further aspect of acquisition due diligence is a thorough understanding of the regulatory framework and the government objectives under which an infrastructure business operates. Infrastructure businesses are governed under different legislation and by different regulatory authorities depending on the jurisdiction and sector in which they operate. As a result, each business requires a detailed, individual regulatory assessment. We will conduct an in-depth regulatory analysis for each prospective acquisition, drawing on the Macquarie Group’s regulatory expertise in the United States and other jurisdictions.

Financing

          We expect to fund any acquisitions with a combination of new debt at the company or MIC Inc. level, subsidiary non-recourse debt and issuance of additional shares of trust stock. At the completion of this offering, we will have a relatively low cash balance, and we expect that a significant amount of our cash from operations will be used to support our dividend policy. We therefore expect that in order to fund significant acquisitions, in addition to new debt financing, we will also need to either offer more equity or offer our shares to the sellers of businesses that we wish to acquire.

          Our initial businesses and investments have generally been financed with subsidiary non-recourse debt that is repaid solely from the businesses’ revenues. The debt is generally secured by the physical assets, major contracts and agreements, when appropriate, cash accounts and, in certain cases, our

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ownership interest in that business. This type of financing is referred to as “project financing.” Project financing transactions generally are structured so that all revenues of a project or business are deposited directly with a bank or other financial institution acting as escrow or security deposit agent. These funds are then payable in a specified order of priority set forth in the financing documents to ensure that, to the extent available, they are used first to pay operating expenses, senior debt service and taxes and to fund reserve accounts. Thereafter, subject to satisfying debt service coverage ratios and certain other conditions, available funds may be disbursed for dividends or payments under shareholder loans or subordinated debt, where applicable.

          These project financing structures are designed to prevent the lenders from looking to us or to our other businesses for repayment; that is, they are “non-recourse” to us and the other businesses and investments not involved in the specific project or business, unless we specifically agree to assume liability for certain liabilities or contingent obligations. We will have no liability for any liabilities or contingent obligations in relation to any of our initial businesses and investments. This structure effectively results in each of the businesses being isolated from the risks of any other business we own or in which we have invested.

          We do not currently have any debt at company level, nor is it our current intention to raise debt at that level to fund equity contributions for investments. However, we may in the future seek to raise debt at company level to finance acquisitions pending a subsequent equity offering, for working capital purposes or on a permanent basis. In addition, we may consider incurring debt at MIC Inc. instead of project financing to decrease debt service costs and increase flexibility in managing our consolidated cash flows.

Our Manager

          Our Manager is a member of the Macquarie Group, which, together with its associated entities worldwide, is a global investment banking group headquartered in Australia with over 5,700 employees in 23 countries as of September 30, 2004. The Macquarie Group is one of the global leaders in advising on the acquisition, disposition and financing of infrastructure assets and the management of infrastructure investment vehicles on behalf of third-party investors. The Macquarie Group developed its infrastructure expertise in the Australian market in the 1990s, when Australian state and federal governments engaged in significant privatization programs, including privatizations of airports, toll roads, telecommunications, and electric and gas companies. This resulted in Australian state and federal governments completing the privatization of over $63 billion of assets, the second largest value of privatizations of all countries in the 1990s, according to the Organisation for Economic Co-operation and Development. In contrast, privatization activity in the United States in the 1990s was less than $7 billion. The Macquarie Group has subsequently successfully extended its infrastructure expertise into other markets around the world, and now has over 450 infrastructure professionals in 14 countries.

          Our Manager is part of the Macquarie Group’s Infrastructure and Specialised Funds division, which manages over $13 billion of funds as of September 30, 2004 on behalf of retail and institutional investors, invested in infrastructure assets and businesses, including toll roads, airports and airport-related infrastructure, communications, electric and gas systems, water utilities and rail. This division has been operating since 1996 and employed over 220 professionals as of June 30, 2004. The global infrastructure portfolio managed by the Macquarie Group on behalf of its managed funds and institutional investors, as of September 30, 2004, included 67 infrastructure assets in 14 countries, including the United States, Canada, United Kingdom, Australia, Germany, South Korea and Japan.

          We expect that the Macquarie Group’s infrastructure advisory division, which employs over 230 professionals globally, including over 40 in North America, will be an important source of acquisition opportunities and financial and acquisitions advice for us. In recognition of the Macquarie Group’s infrastructure advisory expertise, Project Finance International named the Macquarie Group “Global Adviser of the Year” for 2003 and awarded “Infrastructure Deal of the Year for the Americas” to an electric transmission transaction where the Macquarie Group was the adviser. During 2003, the Macquarie Group globally advised on infrastructure transactions valued at more than $11 billion. While the

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Macquarie Group’s advisory division is separate from its infrastructure management division, historically the Macquarie Group’s advisory group has presented the various infrastructure investment vehicles under its management with a significant number of high quality infrastructure acquisition opportunities, although it has no contractual obligation to do so. We expect that through our Manager we will be presented with similar opportunities. Pursuant to the terms of the management services agreement, our Manager will be obliged to present to us, on a priority basis, acquisition opportunities in the United States that are consistent with our strategy. See “Our Manager — Management Services Agreement — Acquisition Opportunities” for a description of these priorities. The Macquarie Group will also be our preferred financial adviser.

          We also believe that our relationship with the Macquarie Group will permit us to take advantage of their expertise and experience in debt financing for infrastructure assets. As infrastructure assets are usually able to support high levels of debt relative to equity, we believe that the ability of our Manager and our preferred financial advisor, the Macquarie Group, to source and structure low-cost project and other debt financing provides us with a significant advantage when acquiring assets and will enable us to maximize returns to shareholders from those assets on an ongoing basis.

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Our Airport Services Business

Overview

          Our airport services business comprises Atlantic and AvPorts. Atlantic operates FBOs at ten airports, primarily in the northeastern United States and has entered into an agreement to acquire an additional two FBOs at other airports in California. AvPorts operates at five FBOs and one heliport site in the eastern and southeastern United States. AvPorts also operates five regional and general aviation airports under management contracts, although airport management constitutes a very small portion of our airport services business. Our airport services business principally services the general aviation industry and seeks to distinguish its FBOs through the provision of high quality services. Our airport services business had 2003 revenues of $95.4 million and 2003 operating income of $17.7 million. These results include the two Californian sites but do not include two New Orleans sites that were purchased by Atlantic on December 31, 2003. Our FBOs are not dependent on any individual customer for a material amount of their total revenue.

          Atlantic was founded by the du Pont family in the 1930s and remained a family owned company until 1997. Pursuant to a sale and purchase agreement, Macquarie Investment Holdings, Inc., through a wholly owned subsidiary, North America Capital, acquired 100% of the shares in Executive Air Support Inc. (the current parent of the Atlantic operating companies) on July 29, 2004. On August 18, 2004, North America Capital entered into a membership interest purchase agreement to acquire 100% of the membership interests of GAH, which is the holding company for the two Californian FBOs. We have entered into a stock purchase agreement with Macquarie Investment Holdings, Inc. to acquire all its shares in North America Capital. See “— Business — Legal Matters — Sale and Purchase Agreement with Selling Shareholders of Executive Air Support, Inc.” below and “The Acquisition of Our Initial Businesses and Initial Investments” for more detail.

          AvPorts is one of the oldest airport operators and aviation services providers in the world. It was originally founded in 1927 as a division of Pan American World Airways. In 2002, the Macquarie Global Infrastructure Fund, through certain of its 100% owned subsidiaries, acquired the business of AvPorts. We have entered into a stock purchase agreement with the Macquarie Global Infrastructure Fund to acquire its interest in AvPorts. See “The Acquisition of the Initial Businesses and Initial Investments.”

Industry Overview

          FBOs predominantly service the general aviation industry. General aviation, which includes corporate and leisure flying, pilot training, helicopter, medevac and certain air freight operations, is the largest segment of U.S. civil aviation and represents the largest percentage of the active civil aircraft fleet. General aviation does not include commercial air carriers or military operations. In order to attract independent operators to service general aviation aircraft, local airport authorities grant FBO operators the right to sell fuel. Fuel sales provide most of an FBO’s revenue.

          FBOs generally operate in an environment with limited competition and high barriers to entry. Airports have limited physical space for additional FBOs, due in part to safety restrictions that limit construction in the vicinity of runways. Airport authorities generally do not have the incentive to add additional FBOs unless there is a significant demand for capacity, as profitmaking FBOs are more likely to reinvest in the airport and provide a broad range of services, which attracts increased airport traffic. Government approvals and design and construction of a new FBO can also take significant time.

          Demand for FBO services is driven by total general aviation aircraft in operation and average flight hours per aircraft. According to the FAA, both factors have recently experienced strong growth. According to the FAA, from 1994 to 2002, the fleet of fixed wing turbine aircraft, which includes jet aircraft but excludes smaller turbine aircraft, increased at an average rate of 8.3% per year. Fixed wing turbine aircraft are the major consumers of FBO services, especially fuel. Over the same period, the general aviation hours flown by fixed wing turbine aircraft have increased at an average rate of 8.6% per year. These factors have contributed to an average annual growth rate in general aviation jet fuel

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consumption of 9.8% from 1994 to 2002. This growth is and has been driven by a number of factors, in addition to general economic growth over the period, which include the following:

• passage of the General Aviation Revitalization Act in 1994, which significantly reduced the liability facing general aviation aircraft manufacturers;

• dissatisfaction with the increased inconvenience of commercial airlines and major airports as a result of security-related delays;

• growth in programs for the fractional ownership of general aviation aircraft (programs for the time share of aircraft), including NetJets, FlexJet and Flight Options. According to Honeywell’s 2003 Business Aviation Outlook, the number of fractional owners grew at a compound annual growth rate of 54.5% from 1993 to 2002, and growth of 11.2% per year is expected for the next five years; and

• a tax package passed by Congress in May 2003, which allows companies to depreciate 50% of the value of new business jets in the first year of ownership if the jets are purchased and owned by the end of 2004.

The FAA is forecasting continued growth in general aviation jet fuel consumption, on average, of 5.1% per year from 2003 to 2015.

          The growth in the general aviation market has driven the demand for services provided by FBOs, especially fuel sales. The general aviation market is serviced by FBOs located throughout the United States at various major and regional airports. According to Aviation International News, there are approximately 4,500 FBOs throughout North America, with generally one to five operators per airport. Most of the FBOs are privately owned by operators with only one or two locations. There are, however, a number of larger industry participants, including Signature Flight Support owned by BBA plc.

          However, we believe that the events of September 11, 2001 have increased the level of general aviation activity. We believe that safety concerns for corporate staff combined with increased check-in and security clearance times at many U.S. airports have increased the demand for private and corporate jet travel.

Strategy

          We believe that our FBO business will continue to benefit from the overall growth in the corporate jet market and the demand for the services that our business offers. However, we believe that our airport services business is in a position to grow at a rate in excess of this industry growth through our internal growth, marketing and acquisitions strategies and selective combination of the operations of Atlantic and AvPorts.

          Internal Growth. We plan to grow revenues and profits by continuing to focus on attracting pilots and passengers who desire full service and quality amenities. We will continue to develop our staff training to provide a level of service higher than that provided by discount fuel suppliers. In addition, we will make selective capital expenditures that will increase revenues and reinforce our reputation for service and high quality facilities, potentially allowing us to increase profits on fuel sales and other services over time.

          Marketing. We plan to improve, expand and capitalize on our existing marketing programs, including our proprietary point of sale system and associated customer information database, and our “Atlantic Awards” program. Through our marketing programs we expect to improve revenues and margins by generating greater customer loyalty, encouraging “upselling” of fuel, cross-selling services at additional locations to existing customers, and attracting new customers.

          Acquisitions. We will focus on acquisitions at major airports and locations where there is likely to be growth in the general aviation market. We believe we can grow through acquisitions and derive increasing synergies from economies of scale, including revenue and marketing, head office and other cost synergies. We believe the highly fragmented nature of the industry and the desire of owners for liquidity

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provide attractive acquisition candidates, including both individual facilities and portfolios of facilities. In considering potential acquisitions, we will analyze factors such as capital requirements, the terms and conditions of the lease for the FBO facility, the condition and nature of the physical facilities, the location of the FBO, the size and competitive conditions of the airport and the forecast operating results from the FBO. An example of this is at New Orleans, where Atlantic acquired two FBOs on December 31, 2003. By implementing Atlantic’s marketing programs and service style, these facilities have performed well for the first six months of 2004.

          Combining Operations. In the short- to medium-term, there is no intention to operate the Atlantic and AvPorts businesses together. We do believe, however, that there are opportunities for the businesses to benefit from each other’s knowledge and resources without having integrated headquarters. We will evaluate and pursue those opportunities. For instance, we will evaluate moving AvPorts to Atlantic’s proprietary point of sale system to enable both businesses to benefit from tracking AvPorts’ customer information in addition to Atlantic’s. The enlarged scope of both businesses may also provide revenue synergies by enabling us to leverage our greater geographic coverage to provide better service to fractional jet owners.

Business

Operations

          Our airport services business has high quality facilities and operations and focuses on attracting customers who desire high quality service and amenities. Fuel sales represented approximately 70% of our airport services business’ revenue in 2003. Other services provided to these customers include deicing, aircraft parking, hangar services and catering. Atlantic is the operator of fuel farms for the airport at one of its locations. Fuel is stored in fuel farms and each FBO operates refueling vehicles owned or leased by the FBO, and either maintains or has access to fuel storage tanks to support its fueling activities. Services are also provided to commercial carriers and include refueling from carriers’ own fuel supplies stored in the carrier’s fuel farm, deicing and ground and ramp handling services.

          The price for fuel is largely dependent on the wholesale market price. Our airport services business sells fuel to the users of its FBOs either at a contracted price, at a price negotiated directly with the customer or at the daily fuel price. While fuel prices can be volatile, we are generally able to pass fuel cost increases through to customers. To a lesser extent, our airport services business also provides fueling services, deicing and some ground-handling services to commercial airlines at some locations.

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Locations

          Our FBO facilities operate on long-term leases from airport authorities or local government agencies. Our airport services business and its predecessors have a strong history of successfully renewing their leases at their FBOs, and has held some of its leases since the 1940s, 1950s and 1960s. The leases have an average length of approximately 17 years.

Atlantic’s FBOs:

Airport	Other FBOs at Airport		Operated Since		Lease Expiry(1)
Teterboro Airport (Bergen County, NJ)		4		1946		2019
Chicago Midway Airport (Chicago, IL)		2		1969		2025
Philadelphia International Airport (Philadelphia, PA)		None		1955		2026
Republic Airport (Farmingdale, NY)		1		1980		2030
Northeast Philadelphia Airport (Philadelphia, PA)		1		1960		2026
William P. Hobby Airport (Houston, TX)		4		1972		2013
Sikorsky Memorial Airport (Bridgeport, CT)		2		1995		2015
New Orleans Lakefront Airport (New Orleans, LA)		2		1969		2031
Louis Armstrong New Orleans International Airport (New Orleans, LA)		1		1966		2015
Brainard International Airport (Hartford, CT)		None		1995		2020
John Wayne Orange County Airport (Orange County, CA)(2)		1		1992		2014
Palm Springs Airport (Palm Springs, CA)(2)		1		1981		2031

(1)	Lease expiries assume Atlantic exercises all options to extend leases.
(2)	Atlantic has signed a contract to acquire these FBOs through the acquisition of GAH.

          The airport authority, for each lease, has termination rights under the lease. Standard to most contracts are terms allowing termination if the tenant defaults on the terms and conditions of the lease or abandons the property or if the tenant is insolvent or bankrupt. In addition, Atlantic’s FBOs at Chicago Midway, Philadelphia, Northeast Philadelphia, New Orleans International and Orange County may be terminated with notice by the airport authority for convenience. In each case, there are compensation agreements or obligations of the authority to make best efforts to relocate the FBO. Most of the leases allow for the lease to be terminated if there are liens filed against the property.

AvPorts’ FBOs:

	Other FBOs
Airport	at Airport		Operated Since			Lease Expiry(1)
Burlington International Airport (South Burlington, VT)		None		2001			2035
Gulfport-Biloxi International Airport (Gulfport, MS)		None		2000			2010
Louisville International Airport (Louisville, KY)		None		1996			2016
Metroport East 34th Street Heliport (New York, NY)		None		1997	(2)		Month to month(3)
New Castle County Airport (Wilmington, DE)		2		1997			2027
Pittsburgh International Airport (Pittsburgh, PA)		None		1989			2028

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(1)	Lease expiry assumes AvPorts exercises all options it has to extend lease.
(2)	Prior to operating the Metroport East 34th Street Heliport, AvPorts had operated the East 60th Street Heliport since 1968. When the East 60th Street Heliport was closed by the local authority, AvPorts was relocated to operate the Metroport East 34th Street Heliport.
(3)	AvPorts won the tender to significantly upgrade the Manhattan East 34th Street Heliport, as outlined in “— Planned Capital Expenditures.” It is anticipated that the upgrade will take place over 2005-2006. In return for this, AvPorts will be granted a 10-year operating agreement.

          The airport authority, for each lease, has termination rights under the lease. Standard to most contracts are terms allowing termination if the tenant defaults on the terms and conditions of the lease or abandons the property or if the tenant is insolvent or bankrupt. The proposed new operating agreement at Metroport East 34th Street Heliport will also contain provisions allowing the authority to terminate the operating agreement for convenience. In this case, the authority will be obligated to pay compensation to AvPorts equal to the level of AvPorts’ amortized cost of capital expenditure at the heliport.

Planned Capital Expenditures

          Our airport services business is planning to undertake significant capital expenditures at some of its locations in the short to medium term. These expenditures are being made due to expected revenue increases or in return for lease extensions or both.

Atlantic:

			Cost/Amount
			Remaining (from
Location	Item	Expected Timing	October 1, 2004)
Chicago Midway Airport	Build-out of ramp space and construction of hangar	Completion by November 2004	$	2,020,400
Teterboro Airport	Lobby renovation	Completion by December 2004	$	289,000
Sikorsky Memorial Airport (Bridgeport)	Hangar build-out	Commencing first quarter of 2005	$	201,000
New Orleans Lakefront Airport	Terminal construction	Commencing first quarter of 2005	$	1,000,000

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AvPorts:

			Cost/Amount
Location	Item	Expected Timing	Remaining
Burlington International Airport	Replacement of hangars in exchange for expected extension of lease until 2035	Completion by end of March 2005	Approximately $2,300,000
Metroport East 34th Street Heliport	Upgrade of heliport in exchange for 10-year operating agreement	Completion by end of September 2005	Approximately $2,750,000
Pittsburgh International Airport	Original lease requires further capital expenditure. It is expected that this will be fulfilled through an expansion of AvPorts’ deicing facility and the development of a new hangar.	Completion by end of June 2006	$2,700,000

Airport Management Contracts

          AvPorts manages and operates five airports on behalf of local authorities under management contracts. Under these contracts, AvPorts is responsible for the day-to-day operation of the airfield and terminal and is paid a fixed annual fee for providing these services. The management fee is paid to the manager irrespective of the number of passengers that pass through the airport and, therefore, is unaffected by changes in airport activity. Management contracts accounted for less than 5% of AvPorts’ 2003 revenue.

          AvPorts operates five regional or general aviation airports under management contracts at the following locations:

•  Atlantic City International Airport;

•  Republic Airport;

•  Teterboro Airport;

•  Tweed-New Haven Regional Airport; and

•  Westchester County Airport.

Marketing

          We believe our airport services business has an experienced marketing team and marketing programs that are sophisticated relative to those of other industry participants. Our airport services business’ marketing activities support its focus on high quality service and amenities and are intended to generate greater customer loyalty, encourage “upselling” of fuel, cross-sell services at additional locations to existing customers, and attract new customers.

          Atlantic has established two key programs. Each utilizes an internally developed point-of-sale system that operates at all locations. This system tracks all aircraft utilizing the airport and records which FBO the aircraft uses. To the extent that the aircraft is a customer of another Atlantic FBO but did not use the FBO at that location, a member of Atlantic’s customer service team will send a letter alerting the pilot or flight department to Atlantic’s presence at that site and inviting them to visit next time they are at that location.

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          The second key program is the “Atlantic Awards” program. This program operates through the point-of-sale system. For each 100 gallons of fuel purchased, the pilot is given a voucher for five “Atlantic Awards.” The pilot can begin accumulating points after registering the voucher on Atlantic’s website. Once 100 Atlantic Awards have been accumulated, the pilot is sent a pre-funded American Express card, branded with Atlantic’s logo. The card is recharged each time the pilot registers additional vouchers on Atlantic’s website. This program has rapidly gained acceptance by pilots and is encouraging “upselling” of fuel, where pilots purchase a larger portion of their overall fuel requirement at our location. These awards are recorded as a reduction in revenue in the Company’s consolidated financial statements.

          We will evaluate extending these programs to AvPorts’ sites to further expand our revenues.

Competition

          Competition in the FBO business exists on a local basis at most of the airports at which our airport services business operates. Six of our FBOs are located at airports that currently allow only one FBO to operate, either because of the lack of suitable space at the airfield, or because the level of demand for FBO services at the airport does not support more than one FBO. The remaining eleven FBOs have a number of competitors located at the airports. Our airport services business positions itself at these airports as a provider of professional service and quality staff. Staff are provided with comprehensive training on an ongoing basis to ensure high and consistent quality of service. Our airport services business markets to high net worth individuals and corporate flight departments for whom fuel price is of less importance for FBO choice than service and facilities. While each airport is different, there generally are significant barriers to entry preventing new FBO competitors from entering the markets in which our airport services business operates, including limited availability of suitable land and local approvals.

          There are several competitors with operations at five or more U.S. airports. These competitors tend to be privately held or owned by much larger companies, such as Signature Flight Support Corporation, Mercury Air Centers, Inc., Piedmont Hawthorne Holdings Inc. and Million Air Interlink, Inc. Some present and potential competitors have or may obtain greater financial and marketing resources than we do, which may negatively impact our ability to compete at each airport or to compete for acquisitions. We believe that the airport authorities from which our airport services business leases space are satisfied with the performance of its FBOs and are therefore not seeking to solicit additional service providers.

Regulation

          The aviation industry is overseen by a number of regulatory bodies, the main one being the FAA.

          At its FBOs, our airport services business is largely regulated by the local airport authorities through lease contracts with those authorities. Our airport services business must comply with federal, state and local environmental statutes and regulations associated in part with numerous underground fuel storage tanks. These requirements include, among other things, tank and pipe testing for tightness, soil sampling for evidence of leaking and remediation of detected leaks and spills. Our airport services business’ operations are subject to frequent inspection by federal and local environmental agencies and local fire and airline quality control departments. With respect to environmental and compliance requirements, we do not expect to have to undertake material capital expenditures nor do we expect that compliance and related remediation work will have a material negative impact on earnings or the competitive position of our airport services business. To date, our airport services business has not received notice of any cease and abatement proceeding by any government agency as a result of failure to comply with applicable environmental laws and regulations.

Management

          The day-to-day operations management of our airport services business is undertaken by individual site managers. Local managers at each site are responsible for all aspects of the operations at their site. Responsibilities include ensuring that customer requirements are met by the staff employed at their sites

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and that revenue from the sites is collected, and expenses incurred, in accordance with internal guidelines. In order to maximize the revenue earned at the FBOs, local managers are, within the specified guidelines, empowered to make decisions as to fuel pricing and other services. In this way, our airport services business is able to respond to its customers’ needs efficiently and provide them with high quality service.

          The management of our airport services business at the site level is overseen by two separate management teams. Atlantic’s and AvPorts’ operations, respectively, are managed and overseen by a group of senior personnel responsible for each business who, on average, have over 15 years experience in the aviation industry. Most of the business management team members have been employed at Atlantic or AvPorts (or their predecessors) for over 14 years and have established close and effective working relationships and understanding with local authorities, customers, service providers and subcontractors. These teams are responsible for, among other things, overseeing the FBO operations, setting strategic direction and ensuring compliance with all contractual and regulatory obligations.

          Atlantic’s head office is in Plano, Texas. AvPorts’ head office is in Baltimore, Maryland. The head offices provide the businesses with central management and perform overhead functions, such as accounting, information technology, human resources, payroll and insurance arrangements for their respective businesses.

Employees

          As of June 30, 2004, our airport services business employed over 600 employees at its various sites. Approximately 24.9% of its employees are covered by collective bargaining agreements. GAH employs an additional 90 employees, of which none are covered by collective bargaining agreements. We believe that employee relations at our airport services business are good.

Properties

          Our airport services business does not own any real property. Its operations are carried out under various leases as described herein. See “— Business — Locations” above. Our airport services business leases office space for the head offices of Atlantic and AvPorts in Plano, Texas and Baltimore, Maryland, respectively. The lease in Plano expires in 2008 and the lease in Baltimore expires in 2006. We believe that these facilities are adequate to meet current and foreseeable future needs.

          At its FBO sites, our airport services business owns or leases a number of vehicles, including fuel trucks, as well as other equipment needed to service customers. Some phased replacement and routine maintenance is performed on this equipment. We believe that the equipment is generally well maintained and adequate for present operations.

Legal Matters

Sale and Purchase Agreement with the Selling Shareholders of Executive Air Support, Inc.

          In April 2004, Macquarie Investment Holdings Inc. signed a stock purchase agreement with the selling shareholders to acquire 100% of the shares in Executive Air Support, Inc., or EAS (the current parent of the Atlantic operating companies). Macquarie Investment Holdings, Inc. assigned its rights and obligations under this agreement to North America Capital. This acquisition closed on July 29, 2004. We have entered into a stock purchase agreement with Macquarie Investment Holding, Inc. to acquire all of its shares in North America Capital. By purchasing North America Capital, we will benefit from the protective provisions of the sale and purchase agreement between North America Capital and the selling shareholders of EAS. Pursuant to the agreement between the selling shareholders of EAS and North America Capital, the selling shareholders of EAS have provided North America Capital with standard representations, warranties and indemnities. Specific limitations on these indemnities include that:

• there is no liability under the agreement for breaches of representations and warranties or covenants and pending litigation and disputes until the aggregate of claims for such breaches and indemnities exceeds a $1 million deductible, from which point the indemnity is available

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	for all claims. Liability for claims relating to breaches of the representations and warranties for tax and employment matters is not subject to such threshold. Notwithstanding the above, the selling shareholders or EAS will not be liable for individual claims of less than $25,000; and
•	the selling shareholders’ indemnity is capped at $20 million for most matters covered by the indemnification provisions. Significant exceptions include breaches of key representations and warranties regarding capital stock, capitalization and fraud.

          In addition, a $2.5 million cash escrow account was established following closing of the acquisition by North America Capital, from which indemnity payments will be able to be drawn. The funds in the escrow account will be released twelve months after closing, unless a claim is outstanding, including the legal proceeding discussed below under “— Legal Proceedings.”

Membership Interest Purchase Agreement with the Selling Members of General Aviation Holdings, LLC

          On August 18, 2004, North America Capital entered into a membership interest purchase agreement to acquire all of the membership interests in General Aviation Holdings, LLC, or GAH, for $48.5 million with no assumption of debt, subject to working capital adjustments.

          As we have entered into a stock purchase agreement to acquire North America Capital, we will benefit from the protective provisions of the membership interest purchase agreement between North America Capital and the selling members of GAH. Pursuant to the membership interest purchase agreement, the selling members of GAH provide North America Capital with standard representations, warranties and indemnities. Specific limitations on these indemnities include:

• there is no liability under the membership interest purchase agreement for claims that do not exceed $500,000. No such threshold limitation applies to claims arising as a result of GAH’s breach of certain representations, including those representations with respect to debt disclosure, ownership of membership interests, taxes and employee benefit plans, or claims based on fraud, willful misconduct or intentional misrepresentation; and

• GAH indemnifies North America Capital for most matters covered by the indemnification provisions. Generally, the indemnity cap is $7.5 million; however, the cap is the purchase price of $48.5 million for losses incurred as a result of breaches of certain representations and warranties regarding due organization and status, authority and enforceability, capital membership interests and fraud, willful misconduct or intentional misrepresentation, no undisclosed liabilities and debt and the specific indemnity provision for pre-closing tax liability.

Stock Purchase Agreement with the Selling Shareholders of Macquarie Airports North America Inc.

          On October 8, 2004, our wholly owned subsidiary, MIC Inc., entered into a stock purchase agreement with Macquarie Specialised Asset Management Limited, as Trustee for and on behalf of Macquarie Global Infrastructure Funds A and C, and Macquarie Specialised Asset Management 2 Limited, as Trustee for and on behalf of Macquarie Global Infrastructure Funds B and D, to acquire 100% of the ordinary shares and subordinated debt in Macquarie Airports North America Inc., or MANA, for cash consideration of $41.9 million, subject to adjustments depending upon the minimum cash balance and minimum capital expenditure undertaken by MANA in 2004.

          Pursuant to the stock purchase agreement, the selling shareholders of MANA provide MIC Inc. with standard representations, warranties and indemnities. The maximum amount payable under the indemnity is $3 million, net of insurance proceeds and tax benefits.

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Legal Proceedings

          On or about May 15, 2002, the families of two pilots killed in a plane crash in 2000 filed complaints in New York County Supreme Court against a number of parties including EAS and a formerly owned subsidiary, Million Air Interlink, Inc., or Million Air Interlink, asserting claims for punitive damages, wrongful death and pain and suffering. The plaintiffs are each seeking $100 million in punitive damages, $100 million for wrongful death and $5 million for pain and suffering. The plaintiffs’ claim arises out of the facts surrounding a plane crash allegedly caused by one of the aircraft’s engines losing power, which caused the plane to crash, killing all on board. The engine lost power as a result of fuel starvation. The plaintiffs allege this was caused by insufficient fuel or design fault. The plane had last been refueled prior to the accident at the Farmingdale FBO operated by Flightways of Long Island, Inc., or Flightways, on the day of the accident.

          EAS and Million Air Interlink moved to dismiss the complaints for lack of jurisdiction because Flightways, rather than EAS or Million Air, was the entity that operated the Farmingdale FBO, and that employed the person who refueled the plane in question. The court denied the motion, permitting discovery to go forward on the jurisdictional issues, and with leave for the defendants to refile the motion if discovery warranted doing so. Flightways was added as a defendant. USAIG, the insurer of Flightways under the primary insurance policy, has assumed the defense on behalf of the three Atlantic defendants, has denied any liability and is vigorously contesting the claims made. Discovery is proceeding, though not much has been taken in the cases thus far. The Atlantic defendants believe that the risk of a judgment by the court against them for an amount of damages approaching the amounts claimed by the plaintiffs is remote. In addition, liability insurance for an amount of up to $50 million is available in the event Flightways is found liable and liability insurance for an amount of up to $1 million to each of EAS and Million Air Interlink in the event either or both companies are found liable. The sale and purchase agreement with EAS provides for an indemnity of $20 million, which would be available in the event of a judgment against any of the Atlantic entities party to the suit. However, there is no assurance the EAS selling shareholders will have sufficient resources to meet their indemnity obligation in the event we seek to claim an amount pursuant to this indemnification provision. The Atlantic defendants believe the likelihood is remote that a judgment for damages against them will be in excess of the indemnity or the insurance coverage available or both.

Agreement with Respect to the Republic Airport

          Atlantic operates an FBO at Republic Airport. The manager of Republic Airport is AvPorts. There is a potential conflict of interest between Atlantic’s role as the FBO operator and AvPorts’ role as the airport manager, which arises under the terms of AvPorts’ management contract with the Republic Airport authority, now that Atlantic and AvPorts are both to be owned by us.

          To resolve this conflict at Republic, on July 29, 2004 North America Capital entered into a binding memorandum of understanding, or MOU, with AvPorts and the Republic Airport authority, pursuant to which AvPorts must use commercially reasonable efforts to sell, assign or otherwise transfer its management contract with the Republic Airport authority to a third party. The MOU also provides for a payment of up to $1.25 million by North America Capital to the Republic Airport authority in return for an extension of the FBO lease at the airport. The exact amount of the payment provided under the MOU depends on the term of the lease extension granted.

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Our Airport Parking Business

Overview

          Our airport parking business, Macquarie Parking, is the largest provider of off-airport parking services in the United States, measured by number of locations, with 23 facilities comprising over 32,000 spaces and over 276 acres at 14 major airports across the United States, including five of the six largest passenger airports. Our airport parking business, operating generally under the names “PCA” or “Avistar,” provides customers with 24-hour secure parking close to airport terminals, as well as transportation via shuttle bus to and from their vehicles and the terminal. Operations are carried out on either owned or leased land at locations near airports. Operations on owned land or land on which Macquarie Parking has leases longer in term than 35 years (including extension options) account for a majority of operating income. Macquarie Parking had 2003 revenue of $26.3 million and 2003 operating profit of $1.7 million.

          In 2002, the Macquarie Global Infrastructure Fund, together with other investors, acquired the ten off-airport parking facilities formerly owned and operated by the PCA Group. That transaction closed in December 2002, and the business commenced operations as Macquarie Parking. In October 2003, Macquarie Parking acquired the ten off-airport parking facilities of Airport Satellite Parking LLC, known as Avistar. Since that acquisition was closed, the two businesses have been operated as one merged business.

Industry Overview

          Airport parking can be classified as either on-airport (generally owned by the airport and located on airport land) or off-airport (generally owned by private operators). According to the Airports Council International — North America, North American airports collected almost $2 billion in parking revenue in 2002. The off-airport parking industry is relatively new, with the first privately owned parking facilities servicing airports generally only appearing in the last few decades. Industry participants include numerous small, privately held companies as well as on-airport parking owned by airports.

          Airports are generally owned by local governments, which often do not operate or market their parking operations as effectively as the privately owned operators, as the parking operations do not form part of the airport’s core function. In many cases, on-airport parking facilities are managed by large parking facility management companies pursuant to cost-plus contracts that do not create incentives to maximize profitability. Most airports have historically increased parking rates rapidly with increases in demand, creating a favorable pricing environment for off-airport competitors.

          Airport parking facilities operate as either “self-park” or “valet” parking facilities. Valet parking facilities often utilize “deep-stack” parking methods that allow for a higher number of cars to be parked within the same area than at a self-parking facility of the same size by minimizing space between parked cars. In addition, valet parking provides the customer with superior service, often allowing the parking rates to be higher than at self-park facilities. However, the cost of providing valet parking is generally higher, due to higher labor costs, so self-parking is often more profitable, depending upon how scarce and expensive land is, labor costs and the premium that can be charged for valet service.

          Occupancy at off-airport parking facilities has historically been driven by passenger numbers. According to the FAA, passenger enplanements in the United States grew by an average of 3.9% per year between 1990 and 2000. In 2001 and 2002, enplanements decreased by 7.6% and 8.5%, respectively, due to the effects of the events of September 11, 2001. In 2003, enplanements grew by 2.5% despite the effects of the war in Iraq and SARS. The FAA is forecasting continued growth in 2004 of 7.1%, with growth expected to average 3.8% per year from 2003 to 2015.

          The substantial increase in use of the internet to purchase air travel through companies such as Expedia, Orbitz and Travelocity, as well as through airlines’ own websites, provides a strong co-marketing opportunity for larger off-airport parking operators that provide broad nationwide coverage at the busiest airports. In addition, we believe the highly fragmented nature of the industry provides strong consolidation

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opportunities for larger off-airport parking operators that benefit from economies of scale and national marketing programs, distribution networks and information systems.

Strategy

          We believe that we can grow our airport parking business by focusing on achieving operating efficiencies and internal growth, expanding marketing efforts and future acquisitions.

          Internal Growth. We will be focused on internal growth by:

• increasing the level of services offered to customers, for example, by expanding the offering of free car washes, complimentary beverages, flight information monitors and automated e-ticket check-in services; and

• expanding capacity at capacity constrained locations, for example, by maximizing capacity at Macquarie Parking’s existing locations through more efficient utilization of space, seeking additional leases at adjacent or nearby properties to existing locations or providing valet parking and utilizing “deep-stack” parking.

          Operating Efficiencies. Macquarie Parking was recently enlarged through the merger of two separate businesses in October 2003. While the two businesses have been integrated since that time and costs have been reduced, we believe there are still economies of scale that can be realized due to the increased size, in areas such as combined marketing programs, vehicles and equipment, employee benefits and insurance.

          Marketing. We intend to expand and improve our existing marketing strategy, which includes the development of an Internet reservation capability, opening new distribution channels such as promotional agreements with additional airlines and travel agencies, improving the product offering for corporate accounts and providing personalized web pages and activity reports for corporate accounts.

          Acquisitions. We believe we can grow through acquisitions and derive benefits from economies of scale, including revenue and marketing, head office, insurance, shuttle buses and other cost synergies. We believe the highly fragmented nature of the industry, the desire of owners for liquidity and the lingering effects of September 11, 2001 on participants in the off-airport parking industry provide attractive acquisition candidates. Acquiring facilities at major airports where Macquarie Parking does not currently have a facility would allow us to expand Macquarie Parking’s nationwide presence, while opportunities in markets where Macquarie Parking already has a presence should provide increased operating efficiencies and expanded capacity. These acquisitions can take the form of entering into new leases or purchasing land.

Business

Operations

          We believe the size and nationwide coverage, the sophisticated marketing programs and the experienced management team of Macquarie Parking provide it with a competitive advantage over other airport parking operators. Macquarie Parking aims to centralize its marketing activities and the manner in which it sells its product to customers. Accordingly, individual location operations can focus on service delivery as diverse reservation services and customer and distribution channel relations are managed centrally. Macquarie Parking’s size enables it to mitigate the risk of a downturn or competitive impact in particular locations or markets due to the diversity of its operations. In addition, its size provides it with the ability to take advantage of incremental growth opportunities in any of the markets it serves as it generally has more capital resources than single facility operators to apply toward those opportunities.

          The nationwide presence of Macquarie Parking also allows it to provide “one stop shopping” to Internet travel agencies, airlines and major corporations that seek to deal with as few suppliers as possible. The marketing programs of Macquarie Parking and its relationships with national distribution channels are generally more extensive than those of its industry peers. Macquarie Parking markets and provides

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discounts to numerous group affiliations, tour companies, airlines and online travel agencies. We believe most air travelers have never tried off-airport parking facilities and Macquarie Parking uses these relationships to attract these travelers as new customers.

          Most of Macquarie Parking’s customers fall into two broad categories: business travelers and leisure travelers. Business travelers are typically much less price sensitive and tend to patronize those locations that emphasize service, particularly prompt, consistent and quick shuttle service to and from the airport. Shuttle service is generally provided within five minutes of the customer arriving at the parking facility, or the airport, as the case may be. Leisure travelers often seek the least expensive parking, and Macquarie Parking offers substantial discounts and coupon programs to attract leisure travelers. In addition to reserved parking and shuttle services, Macquarie Parking provides other services at some parking facilities to attract customers to the particular facility and/or to earn additional revenue at the facility, such as car washes or auto repairs, either at no cost to the customer or for a fee.

Locations

          Macquarie Parking provides off-airport parking services at the following airports. Each airport is ranked according to the number of passenger enplanements (passengers boarding airplanes) sourced from FAA data for 2002.

				Acres
Airport (Number of Macquarie Parking Facilities)		Ranking		Owned		Leased
The William B. Hartsfield Atlanta International Airport(1)			1		12.5		—
Chicago O’Hare International Airport(1)*			2		5.9		1.0
Dallas/ Forth Worth International Airport(1)			4		—		8.0
Phoenix Sky Harbor International Airport(3)			5		10.8		8.0
Denver International Airport(1)			6		40.3		—
San Francisco International Airport(1)			11		0.9		9.9
Newark Liberty International Airport(4)**			12		15.4		17.0
John F. Kennedy International Airport(1)*			14		2.7		1.7
Philadelphia International Airport(1)*			18		—		1.5
La Guardia Airport(1)*			21		—		4.9
Pittsburgh International Airport(1)			26		23.3		29.0
Metropolitan Oakland International Airport(3)			33		8.2		19.2
Memphis International Airport(1)			36		8.3		8.0
Bradley International Airport(3)*			49		—		39.5
	Total				128.3		147.7

* Denotes valet parking facility(ies) at airport.

**  Denotes valet parking facility at two of the facilities at airport. One of the other facilities is a contracted employee parking facility.

Marketing

          The Macquarie Parking marketing team develops new products in order to maximize revenue growth, including internet reservation capability, opening new distribution channels, improving the product offering for corporate accounts and providing personalized web pages and activity reports for corporate accounts. For example, Macquarie Parking’s Express Club provides a premium service and discounts for the highest turnover valet customers in return for an annual membership fee. Further, following the events of September 11, 2001, members of the management team of our airport parking business and others established AirportDiscountParking.com, the first nationwide alliance of off-airport parking businesses which have locations at over fifty airports in the United States. In relation to Avistar, which was at the

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time a separate entity, revenue generated from internet coupons increased from 9% of revenue in September 2001 to approximately 25% of revenue by the end of calendar year 2002. Promotional agreements with airlines and traditional and internet travel agencies attracted prospective customers to the AirportDiscountParking.com websites for coupons, maps and directions. Since its inception, we believe AirportDiscountParking.com has accelerated the rate at which new customers are attracted to try Macquarie Parking’s parking services for the first time.

          Macquarie Parking’s facilities operate under various trade names. Macquarie Parking uses the Parking Company of America name pursuant to a perpetual trademark licensing agreement.

Competition

          Competition in our airport parking business exists on a local basis at each of the airports at which Macquarie Parking operates. Generally, airport parking facilities compete on the basis of location (relative to the airport and major access roads), quality of facilities (including whether the facilities are covered or not), type of service provided (self-park or valet), security, service (especially relating to shuttle bus transportation), price and marketing. Macquarie Parking faces direct competition from the on-airport parking facilities owned by each airport owner, many of which are located closer to passenger terminals than Macquarie Parking’s locations. Airports generally have significantly more parking spaces than Macquarie Parking does and provide different parking alternatives, including self-park short-term and long-term, off-airport lots and valet parking options. However, as the airports are government-owned, competitive dynamics of service and pricing are generally different than those experienced with privately owned competitors. The airports generally do not view parking operations as their core function, and their pricing strategy is often driven by the fiscal state of the airport authority, which often leads to sudden high price increases. Macquarie Parking also faces competition from existing off-airport competitors at each airport. While each airport is different, there generally are significant barriers to entry preventing new off-airport competitors from entering the markets in which Macquarie Parking operates, including limited availability of suitable land of adequate size near the airport and major access roads, and zoning restrictions. While competition is local at each of the airports at which Macquarie Parking operates, Macquarie Parking competes with several larger off-airport competitors, including parking management companies such as InterPark Holdings, Inc., Ampco System Parking Inc. and Central Parking Corporation, that have operations at five or more U.S. airports. In each market in which it operates, Macquarie Parking also faces competition from smaller, locally owned independent parking operators, as well as from hotels or rental car companies that have their own parking facilities. Some present and potential competitors have or may obtain greater financial and marketing resources than we do, which may negatively impact our ability to compete at each airport or to compete for acquisitions.

          Indirectly, Macquarie Parking faces competition from other modes of transportation to the airports at which it operates, including public transportation, airport rail links, taxis, limousines and drop-offs by friends and family.

          Macquarie Parking faces competition from other large off-airport parking providers in gaining access to marketing and distribution channels, including internet travel agencies and airlines.

Regulation

          Our airport parking business is subject to federal, state and local regulation relating to environmental protection. Macquarie Parking owns a parcel of real estate that covers an area of land for which a third party has been identified as a potentially responsible party by the Environmental Protection Agency. Although Macquarie Parking did not own the property at the time the contamination is believed to have occurred, Macquarie Parking has purchased an environmental insurance policy for the property as an added precaution against any future claims. The policy expires in July 2007 and is renewable.

          Macquarie Parking transports customers by shuttle bus between the airport terminals and its parking facilities, and its shuttle operations are subject to the rules and policies of the local airport. The airports are able to regulate or control the flow of shuttle buses. Some airport authorities require permits

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and/or levy fees on off-airport parking operators for every shuttle trip to the terminals. These regulations have not materially affected our airport parking business to date. If fees were to be significantly increased, we would seek to pass the increases on to Macquarie Parking’s customers through higher parking rates, which could result in a loss of customers.

          The FAA and TSA generally have the authority to restrict access to airports as well as imposing parking and other restrictions near the airport sites. The TSA generally prohibits parking within 300 feet of airport terminals during times of heightened alert. While we believe that existing regulations or the present heightened security alerts at airports may be relaxed in the future, the existing 300 feet rule may be of benefit to Macquarie Parking as in some cases it has prevented its on-airport competitors from using a number of their existing parking spaces.

          In addition, municipal and state authorities sometimes directly regulate parking facilities. In addition, Macquarie Parking also may be affected periodically by government condemnation of its properties, in which case it is generally compensated. As a parking facility owner and operator, it is also affected periodically by changes in traffic patterns and roadway systems near its properties. Macquarie Parking is also affected by laws and regulations (such as zoning ordinances) that are common to any business that deals with real estate.

Management

          The day-to-day operations of Macquarie Parking are managed by an operating management team located at head offices in Downey, California and Newark, New Jersey. The operating management team has an average of 17 years experience in the parking industry, including an average of five years with either PCAA or Avistar. Each site is operated by local managers who are responsible for all aspects of the operations at their site. Responsibilities include ensuring that customer requirements are met by the staff employed at their site and that revenue from the sites is collected and expenses incurred in accordance with internal guidelines.

Employees

          As of June 30, 2004, Macquarie Parking employed approximately 700 individuals. Approximately 22% of its employees are covered by collective bargaining agreements. We believe that employee relations at Macquarie Parking are good.

Properties

          Macquarie Parking has 23 off-airport parking facilities located at 14 airports throughout the United States. The land on which the facilities are located is either owned or leased by Macquarie Parking. The material leases are generally long-term in nature. The table above under “— Business — Locations” describes the nature of the properties where these facilities are located.

          Macquarie Parking also leases office space for its head office in Downey, California. We believe that the leased facility is adequate to meet current and foreseeable future needs.

          Macquarie Parking operates a fleet of shuttle buses to transport customers to and from the airports at which it operates. The buses are either owned or leased. The total size of the fleet is approximately 120 shuttle buses. Some routine maintenance is performed by its own mechanics, while Macquarie Parking outsources more significant maintenance. We believe that these vehicles are generally well maintained and adequate for present operations. Macquarie Parking replaces the shuttle fleet approximately every three to five years.

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Legal Matters

Stock Purchase Agreement with the Selling Shareholders of MAPC

          On June 7, 2004, our wholly owned subsidiary MIC Inc., entered into a stock purchase agreement with Macquarie Specialised Asset Management Limited, as Trustee for and on behalf of Macquarie Global Infrastructure Fund A, and Macquarie Specialised Asset Management 2 Limited, as Trustee for and on behalf of Macquarie Global Infrastructure Fund B, to acquire 100% of the ordinary shares in MAPC for cash consideration of $33 million, subject to adjustment depending upon the minimum cash balance.

          Pursuant to the stock purchase agreement, the selling shareholders of MAPC provide MIC Inc. with standard representations, warranties and indemnities. The maximum amount payable under the indemnity is $2.4 million, net of insurance proceeds.

          In addition, pursuant to the terms of the stock purchase agreement the company, on behalf of MIC Inc., has extended offers to purchase for cash the ownership interests of all of the minority holders of PCAA Holdings and PCAA Parent at the closing of this offering on terms similar to those of our proposed acquisition of MAPC, including customary closing conditions. Upon consummation of these transactions MIC Inc. will own 100% of PCAA Holdings and 87.1% of PCAA Parent for a total purchase price of $62.8 million.

LLC Agreement

          We will own our airport parking business through our indirectly wholly owned subsidiary PCAA Holdings, which will own 87.1% of PCAA Parent, which, in turn, owns our airport parking business. The affairs of PCAA Parent are governed by its LLC agreement. PCAA Parent has a board of directors and, following the closing of this offering, PCAA Holdings will have the right to appoint all members to the board of directors. Pursuant to the LLC agreement, most major decisions are referred to the board of directors of PCAA Parent, where decisions are made by majority vote.

Legal Proceedings

          Macquarie Parking is currently not party to any material legal proceedings.

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Our District Energy Business

Overview

          Our district energy business comprises Thermal Chicago and a 75% interest in Northwind Aladdin. We also intend to acquire all of the senior debt of Northwind Aladdin.

          Thermal Chicago operates the largest district cooling system in the United States, which serves 97 customers under long-term contracts in downtown Chicago and one in Illinois outside of Chicago. Our district energy business provides chilled water from five modern plants located in downtown Chicago through a closed loop of underground piping for use in the air conditioning systems of large commercial, retail and residential buildings in the central business district. The first of the plants became operational in 1995, and the most recent came on-line in June 2002. The total capacity of the downtown system is 81,900 tons of chilled water with deliverable capacity of approximately 92,000 tons due to reduced rate arrangements with interruptible customers who, when called upon, meet their own cooling needs during peak times.

          The table below provides summary data regarding the useable capacity of the downtown Chicago plants:

Plant	Capacity (Tons)
P-1		19,200
P-2		21,700
P-3		15,500
P-4		17,500
P-5		8,000

          Thermal Chicago also owns a site-specific heating and cooling plant, P-6, that serves a single customer in Illinois outside of Chicago. The capacity of the P-6 plant for chilled water is 4,900 tons and for heating is 58.2 million British Thermal Units, or BTU, of heating per hour.

          Thermal Chicago had 2003 revenues of $29.9 million and 2003 operating income of $7.5 million.

          Northwind Aladdin owns and operates a stand alone facility that provides cold and hot water (for chilling and heating respectively) and back-up electricity generation to the Aladdin resort and casino and the adjacent Desert Passage shopping mall in Las Vegas, Nevada. Services are provided to both customers under long-term contracts that expire in 2020 with 90% of revenue generated from the contract with the Aladdin resort and casino.

          The Northwind Aladdin plant has been in operation since 2000 and has the capacity to produce 9,270 tons of chilled water, 40 million BTU of heating per hour and approximately 5 megawatts of electricity.

          We intend to acquire an indirect 75% equity interest in Northwind Aladdin and 100% of its senior debt. The remaining 25% equity interest is owned by Nevada Electric Investment Company, or NEICO, an indirect subsidiary of Sierra Pacific Resources.

Industry Overview

          District energy is the provision of chilled water, steam and/or hot water to customers from a centralized plant through underground piping for cooling and heating purposes. A typical district energy customer is the owner/manager of a large office or residential building or facilities such as hospitals, universities and other municipal buildings. District energy systems exist in most major North American and European cities where cooling and heating is essential, some of which have been in operation for over 100 years. District energy is not, however, an efficient option for suburban areas where customers are widely dispersed.

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          In relation to district cooling, water is obtained from the municipal system and is chilled using electric chillers. Within the plant, a refrigerant gas is compressed into a liquid state. This liquid refrigerant is piped into a larger (less pressurized) chamber, allowing it to expand. The chamber is surrounded by water pipes. As part of the expansion process, the refrigerant absorbs heat from the water in the pipes into the expanding gas, causing the water to be chilled. The chilled water is then sent down a system of underground pipes to buildings where the thermal energy (cold temperature) is transferred into the buildings’ internal systems. System water does not mix with in-building water; instead the thermal energy is transferred via a heat exchanger. Water is then returned to the plant for re-chilling through the same system. While the process is relatively simple, operating a district energy system at high levels of availability and optimum levels of efficiency is complex. The key operating risks are limited primarily to the availability of electricity (i.e., blackouts) and general system breakdowns (in either plant or distribution system).

          District heating is the provision of steam or hot water through pipes for use as a heating source. The steam is generated through the burning of fuel to boil water in a boiler. The steam is distributed through underground piping. After the steam is used to heat the customer’s facility, the condensed steam is returned to the central plant.

          Revenues from providing district energy services are usually comprised of a fixed capacity payment and a variable usage payment. Capacity payments are made regardless of the actual volume of hot or cold water used. Usage payments are based on the volume of hot or cold water used. Generally speaking, capacity payments are designed to provide a return on, and return of, capital, and usage payments represent a reimbursement of variable operating costs.

          District energy provision is largely unregulated in the United States, although each multi-customer system usually has an agreement with the city in which it operates that provides permission to lay pipes under the streets (generally in the form of a use agreement or concession). The plans for the laying these pipes need to be drawn up and provided to the city engineers for approval. Our district energy business is not subject to specific government regulation, but our downtown Chicago operations are operated subject to the terms of a Use Agreement with the City of Chicago. See “— City of Chicago Use Agreement.”

     Strategy

          We believe that we can grow our district energy business through internal growth via capital expenditure and future acquisitions.

          Internal Growth. We plan to grow revenues and profits by increasing the output capacity of Thermal Chicago’s plants in downtown Chicago. We anticipate spending up to $7 million over the next three years which, in conjunction with Thermal Chicago’s operational strategy, will yield approximately 13,000 tons of additional saleable capacity to the Chicago downtown system. In addition, further minor system modifications can be made that will increase capacity by 3,000 tons in 2005. A portion of this increased capacity will be used to accommodate four customers who will automatically convert from interruptible to continuous service in 2006, with the balance sold to new or existing customers. We anticipate that the expanded capacity sold to new or existing customers will be under contract or subject to letters of intent prior to Thermal Chicago committing to the capital expenditure.

          Acquisitions. We will seek to grow our district energy business through acquisitions of other district energy systems on favorable economic terms. The ownership of district energy systems in the United States is highly fragmented and we believe the sector has potential for consolidation. Also, a number of diversified electric utilities with non-core district energy operations may seek to sell their systems. We anticipate that these systems, once acquired, will continue to be operated under the direct control of local management.

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     Business — Thermal Chicago

Customers

          Thermal Chicago has 97 customers in downtown Chicago and one outside Chicago that comprise a diverse customer base consisting of retail stores, office buildings, residential buildings, theaters and government facilities. Customers include a number of landmark Chicago buildings. Office and commercial buildings comprise approximately 70% of the customers. No one customer accounts for more than eight percent of total contracted capacity and only four customers account for more than five percent of total contracted capacity each. The largest 21 customers account for approximately 70% of contracted capacity.

          Our downtown business has sold 85,488 tons of chilling capacity pursuant to contracts under which it is obligated to provide continual service and 10,129 tons of chilling capacity to interruptible customers, whose service may be discontinued at any time and in who in return pay lower prices for the service. Thermal Chicago is able to sell continual service capacity in excess of the capacity of its system (81,900 tons) because customers do not all use their full capacity at the same time. Historically, because of this diversity in customer usage patterns, Thermal Chicago has had to discontinue service to interruptible customers only once. Four of these interruptible customers will automatically become customers requiring continual service in 2006. The total capacity contracted to these four customers is approximately 6,700 tons and Thermal Chicago has the ability to increase output capacity to accommodate this conversion with minimal capital expenditure. The conversion of these customers will lead to revenue increases of approximately $1 million per year as these customers will lose the discounts currently applicable to interruptible customers.

Customer Contracts — General

          Thermal Chicago enters into contracts with the owner of the buildings to which the chilling service is provided. The terms of customer contracts vary from customer to customer; however, there are a number of contract terms that are generally consistent across all customers. The majority of customer contracts expire in the period from 2016 to 2020. The weighted average life of customer contracts (by capacity) as of April 1, 2004 is approximately 15 years.

Customer Contract Expiry

          At expiration, 63% of our customer contracts either automatically renew unless our district energy business terminates them or are silent in relation to renewal. This effectively gives Thermal Chicago the ability to reprice these contracts at expiry subject to agreement with the customer. The automatic renewal terms range from five to ten years. The rest of the customer contracts provide the customer with the option to renew the contract at the existing contract pricing for similar renewal terms of five to ten years.

          Because of a lack of competition from other district energy systems and district energy’s advantages over alternative sources of cooling for customers, we believe that a substantial majority of existing contracts of Thermal Chicago will be renewed at expiry. See “— Competition.”

Contract Pricing

          Under the customer contracts, customers pay two charges to receive chilling services: a fixed charge, or capacity charge, and a variable charge, or consumption charge. The capacity charge is a fixed monthly charge based on the capacity of chilled water that Thermal Chicago has contracted to make available to the customer. The consumption charge is a variable charge based on the volume of chilled water actually used during a billing period. Approximately half of the revenues of Thermal Chicago come in the form of capacity charges and the balance in the form of consumption charges.

          Adjustments to the capacity charge and consumption charge occur periodically, typically annually, either based on changes in certain economic indices or, under some contracts, at a flat rate. Thermal Chicago makes the necessary adjustments and then invoices the customer appropriately. Capacity charges generally either increase at a fixed rate or are indexed to the Consumer Price Index, or CPI, which is a

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broad measure of inflation. Consumption charges are generally indexed to changes in a number of economic indices. These economic indices measure changes in the costs of electricity, labor and chemicals in the region in which Thermal Chicago operates. While the indices used vary from contract to contract, consumption charges in 90% of contracts (by capacity) are indexed to indices weighted at least 50% to increases in the cost of electricity with the balance indexed to costs of labor and chemicals.

          This weighting is comparable to the composition of direct expenses, approximately 40% of which are for electricity. Each of the five downtown plants has contracted to purchase electricity under rates that are optimal for the electricity usage profile of the plants as a portfolio. Electricity markets in Illinois are currently scheduled to be deregulated on January 1, 2007. At present, electricity prices in Illinois are effectively frozen, and it is likely that once deregulation occurs, prices will increase and become more volatile. While the inclusion of electricity costs in the indices used to adjust consumption charges significantly protects operating income in the event of an increase in electricity prices in Illinois, our district energy business is exposed to the risk that its actual unit cost of electricity could increase by more in relative terms than the electricity index included in the indices used to index consumption charges. This could occur because the electricity index used is an index that reflects the cost of electricity across a broad geographic region in the Midwest of the United States that may not necessarily exactly reflect the electricity costs of Thermal Chicago in Chicago. An increase in the volatility of electricity prices subsequent to deregulation could exacerbate the financial impact on Thermal Chicago in the event that there is a divergence between changes in our actual unit costs of electricity and changes in the electricity index.

Other Contract Terms

          Events of Default and Contract Termination. Customer contracts generally permit termination by the customers if, after an appropriate cure period, Thermal Chicago fails to provide the chilled water service or otherwise fails to comply with the terms of the contract. Thermal Chicago can terminate the contracts if, after an appropriate cure period, customers fail to make payments to it or otherwise fail to comply with the terms of the contract.

          Make Whole Payments. Except for two contracts that comprise less than 1% of capacity sold, if a customer wishes to terminate a contract early or Thermal Chicago terminates the contract for customer default, then the customer is required to pay a lump sum. While the formulas vary across contracts, the basic principle is that the lump sum payment enables Thermal Chicago to recover a portion of the capital that it invested to provide the service to the customer.

          System Failure Damage. If the chilling system fails for reasons other than temporary shutdown for maintenance or force majeure and Thermal Chicago defaults under its contracts, it is generally liable to some degree for damages to the customer. The most common forms of system failure damages provided by the terms of the customer contracts are:

• capacity charges are abated, typically after three to five consecutive days of no chilled water service;

• our district energy business becomes responsible for all resulting losses and damages; and

• our district energy business becomes responsible for all costs of renting and installing temporary chilling equipment.

          Losses and damages are typically defined in the contracts, and in these cases are restricted to physical damages to property, etc. Some contracts are vague in regard to the definitions of losses and damages and therefore give rise to the risk of suit for consequential damages. As a result of these potential damages, Thermal Chicago operates with a high level of reliability and the necessary level of redundancy.

          Change of Ownership Assignment. Generally, the customer requires the consent of Thermal Chicago to assign its obligations under the contract (which may occur if the customer wishes to sell the

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property to which we provide service). In some cases, the contract may be assigned without the consent of Thermal Chicago, provided that the assignee meets certain credit standards.

Operations

          Each chilling plant is manned when in operation and has a central control room from which the plant can be operated and monitored and customer site parameters can be monitored and controlled. The plant operators can monitor, and in some cases control, the functions of other plants allowing them to cross-monitor critical functions at the other plants when those plant operators are out of their respective control rooms. The control room at Plant 2 is set up as the primary system control room with extensive monitoring and control functions and is where the majority of day-to-day system operating decisions are made.

          Since the commencement of operations, there have been no unplanned interruptions of service to any customer. On occasions Thermal Chicago has experienced plant or equipment outages due to electricity loss or equipment failure; however, in these cases Thermal Chicago had sufficient idle capacity to maintain customer loads. When maintenance work performed on the system has required customer interruption, Thermal Chicago has been able to coordinate its operations for periods of time to meet customer needs. The effect of major electric outages is generally mitigated since both customers and the plants are equally affected. Although the plants affected by the outage cannot produce cooling, affected customers are unable to use the cooling service.

          Corrective maintenance is typically performed by qualified contract personnel and off-season maintenance is performed by a combination of plant staff and contract personnel.

          The largest and most variable direct expense of the operation is electricity. As such, operating personnel manage this cost in accordance with a strategy that takes into account system hydraulic requirements and the costs and efficiencies of each plant based on their design, operation and the electricity rate plan. Also, four of the downtown plants have large tanks in which ice can be made overnight to store thermal energy when electricity costs are generally lower. This ice is then used during the day to chill water when electricity costs are highest.

Competition

          Thermal Chicago is not subject to substantial competitive pressures. Pursuant to customer contracts, customers are generally not allowed to cool their premises by means other than chilled water service provided by our district energy business. The exception is when Thermal Chicago cannot or chooses not to provide additional capacity. The customer also may be allowed to operate separate cooling units to be used as back-up for critical operations.

          In addition, the major alternative cooling system available to building owners is the installation of a stand alone In-House Heating, Ventilation and Cooling System (HVAC). While we consider that competition from HVAC exists, we do not consider that it has a material impact on the likelihood that the current contracts will be renewed with existing customers at their scheduled maturity. Installation of a HVAC system requires significant reconfiguration, building space and capital expenditure and our district energy business can take advantage of economies of scale in terms of plant efficiency, staff and fuel sourcing.

          We believe competition from an alternative district energy system in the Chicago downtown market is unlikely. There are significant barriers to entry including the significant capital investment required, the need to obtain City of Chicago consent and the difficulty in obtaining sufficient customers given the number of buildings in downtown Chicago already committed under long-term contracts to the use of the system owned by Thermal Chicago.

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City of Chicago Use Agreement

          Thermal Chicago is not subject to specific government regulation, but our downtown Chicago operations are operated subject to the terms of a Use Agreement with the City of Chicago. The Use Agreement establishes the rights and obligations of our district energy business with the City of Chicago for the utilization of certain public ways of the City of Chicago for the operation of the district cooling system in downtown Chicago. Under the Use Agreement, Thermal Chicago has a non-exclusive right to construct, install, repair, operate and maintain the plants and facilities essential in providing district cooling chilled water and related air conditioning service to customers. The principal provisions of this agreement are summarized below:

•  Thermal Chicago is required to pay annual compensation to the City of Chicago for the right to use the public ways in the amount of the greater of (i) $552,000 or (ii) 3% of the total revenue related to the operation, lease, exchange or use of our district cooling system, subject to the City of Chicago’s right to adjust compensation every five years. If the compensation rate is adjusted to exceed 4% of total revenue then Thermal Chicago has certain dispute rights, including arbitration, to dispute the rate increase. Thermal Chicago also pays certain surcharges for our use of the City of Chicago’s tunnels;

•  the City of Chicago retains the right to use the public ways for a public purpose and may request that Thermal Chicago remove, modify, replace or relocate its facilities at our own expense;

•  post a surety bond or provide a letter of credit in the amount of $5 million to ensure our performance obligations;

•  the City of Chicago has the right to contract with Thermal Chicago and its affiliates for the provision of a chilled water service under no less favorable than the most advantageous terms and conditions offered to and accepted by any other customers of our district energy business in similar or identical transactions;

•  any expansion of Thermal Chicago’s plants and facilities requires approval by ordinance of the City Council of Chicago; and

• a prior approval of the City Council of Chicago will be required in the event of a change in control or any transfer or assignment of the Use Agreement.

          The Use Agreement expires on December 31, 2020. Any proposed renewal, extension or modification of the Use Agreement will be subject to the approval by the City Council of Chicago. Prior to the expiration date, the agreement may be terminated by the City of Chicago for uncured material breaches of its terms and conditions by Thermal Chicago. If Thermal Chicago installs any facilities that are not properly authorized under the Use Agreement or if the district cooling system does not conform with the standards of general applicability of the City of Chicago, the City of Chicago also may impose upon Thermal Chicago liquidated damages in the amount of $6,000 per day if we fail to remove, modify, replace or relocate its facilities when requested by the City of Chicago.

Management

          The Thermal Chicago management team has a broad range of experience that includes engineering, construction and project management, business development, facility operations and maintenance, project consulting, energy performance contracting, and retail electricity sales. The team also has significant financial and accounting experience.

Employees

          Thermal Chicago has 33 full-time employees and one part-time employee. The 26 plant staff are employed under the terms of contracts with the International Union of Operating Engineers. These contracts run for three years and expire on January 14, 2006.

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Business — Northwind Aladdin

Customers

          As of June 30, 2004, 90% of Northwind Aladdin’s revenues are generated from a long-term contract with the Aladdin resort and casino, with the balance generated from a contract with the Desert Passage shopping mall. The Aladdin resort and casino is located at the center of Las Vegas Boulevard in Las Vegas and includes a 2,567 room hotel, a 100,000 square foot casino and a 75,000 square foot convention and conference facility.

          In 2001, the then owner of the Aladdin resort and casino filed for bankruptcy protection under Chapter 11. Pursuant to a settlement agreement approved by the bankruptcy court, Opbiz, LLC, a consortium comprised of Starwood Hotels and Resorts, Robert Earl, the chairman of Planet Hollywood, and Bay Harbor Management acquired the Aladdin resort and casino in September 2004 for approximately $600 million including the assumption of debt and equity commitments. Opbiz also assumed the obligations of the Aladdin resort and casino under the contract with Northwind Aladdin.

Contracts

          The existing customer contracts with Aladdin resort and casino and the Desert Passage shopping mall both expire in February 2020. At expiry of the contracts, the plant will either be abandoned by Northwind Aladdin and ownership will pass to the Aladdin resort and casino for no compensation, or the plant will be removed by Northwind Aladdin at the cost of the Aladdin resort and casino.

Operations

          The Northwind Aladdin plant has been in operation since 2000 and has the capacity to produce 9,270 tons of chilled water, 40 million BTU of heating per hour and approximately 5 megawatts of electricity. The plant has a central control room which is manned 24-hours a day. The plant supplies district energy services to its customers via an underground pipe system.

Management/ Employees

          Northwind Aladdin has seven employees.

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Properties

          Thermal Chicago owns or leases six plants as follows:

Plant Number		Ownership or Lease Information
	P-1	Thermal Chicago has a long-term ground lease until 2043 with an option to renew for 49 years. The plant is owned by Thermal Chicago.
	P-2	Property and plant are owned by Thermal Chicago.
	P-3	Thermal Chicago has a ground lease that expires in 2017 with a right to renew for ten years. The plant is owned by Thermal Chicago but the landlord has a purchase option over one-third of the plant.
	P-4	Thermal Chicago has a ground lease that expires in 2016 and we may renew the lease for another 10 years for the P-4B plant unilaterally, and for P-4A, with the consent of the landlord. Thermal Chicago acquired the existing P-4A plant and completed the building of P-4B plant in 2000. The landlord can terminate the service agreement and the plant A premises lease upon transfer of the property, on which the A and B plants are located, to a third party.
	P-5	Thermal Chicago has an exclusive perpetual easement for the use of the basement where the plant is located.
	P-6	Thermal Chicago has a contractual right to use property pursuant to a service agreement. Thermal Chicago will own the plant until the earliest of 2025 when the plant reverts to the customer or until the customer exercises an early purchase option.

          Northwind Aladdin’s plant is housed in its own building on a parcel of land within the perimeter of the Aladdin resort and casino which is leased from the owner. The lease is co-terminus with the supply contract with the Aladdin resort and casino. The plant is owned by Northwind Aladdin and upon termination of the lease the plant is required to either be abandoned where the landlord has acquired the plant pursuant to the terms of the supply contract or removed at the landlord’s expense where the landlord has not acquired the plant.

Legal Matters

Stock Purchase Agreement with Exelon in Relation to Thermal Chicago

          Pursuant to a stock purchase agreement, MDE acquired Thermal Chicago from a wholly owned subsidiary of Exelon Corporation, or Exelon, in June 2004. By purchasing MDEH, which is the parent of MDE, we will benefit from the protective provisions of the purchase between MDE and Exelon. Pursuant to the stock purchase agreement, Exelon has provided MDE with usual representations, warranties and indemnities. Specific limitations on these indemnities include:

• there is no liability under the stock purchase agreement for breaches of representations and warranties or covenants or under the specific indemnities for off-site disposal of hazardous materials and pending litigation and disputes until the aggregate of claims for such breaches and indemnities exceeds a $1 million deductible, from which point the indemnity is available for all claims beyond that point. Liability for claims other than those described above are not subject to such threshold; and

• Exelon’s indemnity is capped at $30 million for most matters covered by the indemnification provisions. Significant exceptions include breaches of key representations and warranties regarding due organization and status, authority and enforceability, capital stock and subsidiaries and the specific indemnity provision for pre-closing tax liability, for which the cap is the purchase price of $135 million.

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Northwind Aladdin LLC Limited Liability Company Agreement

          Northwind Aladdin LLC’s limited liability company agreement, or the operating agreement, dated March 18, 1999 (as amended on March 15, 2002) provides for, among other things, the ownership rights of its members, Nevada Electric Investment Company, or NEICO, and ETT Nevada, Inc., respectively. The operating agreement provides that the business and affairs of Northwind Aladdin are managed by or under the direction of a board of managers to which ETT Nevada, Inc. is entitled to appoint three members and NEICO is entitled to appoint one member. Provided all members of the board of managers are present, decisions of the board of managers require the approval of three of the four directors, except for certain reserved matters, including approval of the budget and capital calls, which require unanimous approval. With respect to amendments to the operating agreement, the approval of members owning not less than 80% of the interests is required in addition to unanimous board approval. In the event of a deadlock, the dispute is referred to the chief executive officers of the ultimate parent companies of the members and, if the deadlock remains unresolved, the members can elect to exercise a buy-out mechanism.

Purchase Agreements with Exelon in Relation to Northwind Aladdin

          Pursuant to certain purchase agreements between MDE and Exelon, MDE acquired indirectly through the acquisition of all of the shares of ETT Nevada, Inc. a 75% equity interest and all of the senior debt in Northwind Aladdin from a wholly owned subsidiary of Exelon in September 2004. As we are acquiring MDEH, the holding company for MDE, we will benefit from the protective provisions of these purchase agreements. Pursuant to these purchase agreements, Exelon has provided MDE with usual representations, warranties and indemnities. Specific limitations on these indemnities include:

•  there is no liability under the purchase agreements for breaches of representations and warranties or covenants or under the specific indemnities for off-site disposal of hazardous materials and pending litigation and disputes until the aggregate of claims for such breaches and indemnities exceeds a $200,000 deductible, at which point the indemnity is available for all claims in excess of the deductible. Liability for claims other than those described above is not subject to such threshold;

•  Exelon’s indemnity is capped at $6 million for most matters covered by the indemnification provisions. Significant exceptions include breaches of key representations and warranties regarding due organization and status, authority and enforceability, capital stock and subsidiaries and the specific indemnity provisions for pre-closing tax liability and the ownership or business operations of Northwind Las Vegas LLC, a former subsidiary of ETT Nevada, Inc., for which the cap is the purchase price.

Legal Proceedings

          Our district energy business is currently not party to any material legal proceedings.

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Our Interest in Yorkshire Link

Overview

          Connect M1-A1 Limited operates the M1-A1 Link Road, or Yorkshire Link, a highway of approximately 19 miles in length that links the M1 and M62 highways south of Leeds and the A1 highway south of Wetherby in England. Connect M1-A1 Limited is responsible under the concession with the Transport Secretary for the design, building, financing and operation of Yorkshire Link, until 2026. Yorkshire Link is part of the U.K. national highway network and provides a major road link for both national and regional traffic. It also serves a local function by providing a bypass around Leeds and access for employment in the East of Leeds area. Connect M1-A1 Limited had revenue of £46.3 million and operating income of £32.4 million during the year ended March 31, 2004.

          In return for building and operating Yorkshire Link, Connect M1-A1 Limited receives revenues under a shadow tolling system. Under a shadow tolling system, road users do not pay tolls; instead, the U.K. government pays fees or “shadow tolls” to Yorkshire Link based on the volume of user traffic on Yorkshire Link. Revenue is subject to a predetermined cap, but is protected from reductions in traffic to the extent that projected traffic exceeds the capped revenue level. Traffic has been steadily growing and has been relatively stable and predictable.

          We will hold our interest in Yorkshire Link through Macquarie Yorkshire, which in turn owns 50% of CHL, which owns 100% of Connect M1-A1 Limited. The remaining 50% interest in CHL is held by Balfour Beatty, one of the U.K.’s leading construction companies, concession owners, infrastructure service operators and maintenance providers, for whom the U.K. road sector is a core business.

Industry Overview

          Toll roads exist in almost every developed country in the world. Using “user pays” tolls to finance the development of essential road infrastructure represents an alternative to imposing general tax increases. Governments in various countries, including Australia and the United Kingdom, faced with fiscal pressures and growing needs for new road infrastructure, have since the 1980s and 1990s sought to have the private sector develop new toll roads. This privatization offers several advantages for governments, including allowing a transfer of development risk, including construction time and costs, actual traffic usage and future maintenance costs, to the private sector.

          Significant impediments limit new road construction, including required governmental and environmental permits and approvals, scarcity of available land on which to build and significant time and upfront construction costs. For example, construction of Yorkshire Link took approximately three years and cost approximately £300 million to build.

          Operational toll roads are generally attractive to owners in that road traffic growth, and therefore revenue growth, has historically been quite resilient. Since 1950, road traffic in the United Kingdom has averaged 4.5% annual growth and has experienced only two year-on-year declines.

          The use of shadow toll road programs has an established history of operations in the United Kingdom. Yorkshire Link is one of eight shadow toll road programs implemented by the U.K. government since 1996 and was one of the first road programs procured under the U.K. government’s Private Finance Initiative. As compared to a toll road, the shadow tolling system provides a benefit to owners by not requiring the construction and staffing of tollbooths. Furthermore, the only revenues that need to be accounted for are for payments that are received monthly from the Transport Secretary. Drivers, in turn, do not have to contend with the delays caused by tollbooths.

Business

Operations

          In March 1996, Connect M1-A1 Limited signed a concession with the Transport Secretary to design, build, finance and operate Yorkshire Link for a 30-year contract term in return for shadow tolling

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revenues. Pursuant to the concession, Yorkshire Link must be operated and maintained by Connect M1-A1 Limited throughout the 30-year period. The concession expires in 2026, when Connect M1-A1 Limited will no longer be entitled to receive revenues and will not be responsible for the maintenance of Yorkshire Link.

          Construction on Yorkshire Link was completed in 1999, and vehicles began using the road that same year. Yorkshire Link is a mature operational phase road with five years of operational history. Therefore, a base level of traffic has been established, and there is substantial management experience within Connect M1-A1 Limited in operating Yorkshire Link.

Concession Revenues

          Pursuant to the concession, shadow toll revenue paid by the Transport Secretary is based on two factors:

• Traffic Volume. The volume of traffic using Yorkshire Link is categorized either as heavy goods vehicles, which are vehicles over 17 feet in length, such as trucks and other vehicles, such as cars and motorcycles. Vehicles are counted by traffic measuring equipment placed along the length of the road. For traffic measurement purposes, the total length of all the sections of Yorkshire Link is 26.3 kilometers (16.4 miles).

• Fees. A fee per vehicle-kilometers, or vkms, which varies annually, is determined based upon the type of vehicle and the number of vkms traveled in various “bands,” pursuant to a complicated formula discussed in more detail below.

Calculation of Revenue

          The amount payable to Connect M1-A1 Limited for each vkm traveled by heavy goods vehicles and other vehicles is determined through the use of bands. Each vehicle category has four traffic volume bands, and different amounts are payable per vkm in each band.

          Historical revenue calculations under each band are as follows:

          For the concession year ended March 31, 2004, other vehicles traffic was 624.8 million vkms, and revenue calculations were as follows:

	vkm		Payment		Revenue
Band	(in millions)		(pence per vkm)		(£ in millions)
1		0 - 395.2		4.79		18.9
2		395.2 - 503.2		3.60		3.9
3		503.2 - 645.2		3.15		3.8
4		Over 645.2		0		0
						26.6

          For the concession year ended March 31, 2004, heavy goods vehicles traffic was 144.6 million vkms, and revenue calculations were as follows:

	vkm		Payment		Revenue
Band	(in millions)		(pence per vkm)		(£ in millions)
1		0 - 124.1		14.08		17.5
2		124.1 - 144.1		10.80		2.2
3		144.1 - 158.1		14.64		0.1
4		Over 158.1		0		0
						19.8

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          For the concession year ended March 31, 2003, other vehicles traffic was 602.8 million vkms, and revenue calculations were as follows:

	vkm		Payment		Revenue
Band	(in millions)		(pence per vkm)		(£ in millions)
1		0 - 387.5		4.83		18.7
2		387.5 - 495.5		3.55		3.8
3		495.5 - 637.5		3.11		3.3
4		Over 637.5		0		0
						25.8

          For the concession year ended March 31, 2003, heavy goods vehicles traffic was 140.5 million vkms, and revenue calculations were as follows:

	vkm		Payment		Revenue
Band	(in millions)		(pence per vkm)		(£ in millions)
1		0 - 121.1		14.25		17.3
2		121.1 - 141.1		10.66		2.1
3		141.1 - 155.1		14.45		0
4		Over 155.1		0		0
						19.4

          Each year the bands are adjusted and payments per vkm of traffic in the various bands are subject to a series of escalation adjustments as follows:

•  Band 1 increases in size each year by 2.0% for other vehicles and 2.5% for heavy goods vehicles and Bands 2 and 3 are also increased to maintain a constant width in vkms, and Band 4 has no upper limit. In addition, the payment per vkm of traffic for Band 1 is reduced by an equivalent proportion. The net effect of these changes is that if annual traffic is above Band 1, then the revenue generated from Band 1 remains constant, ignoring the other two revenue adjustments discussed below. The same result applies if annual traffic is above Band 2 and Band 3 — revenue generated from those bands remains constant, ignoring the other two revenue adjustments discussed below;

•  the payments per vkm of traffic in each of the bands are partially indexed to movement in the U.K. Retail Price Index, a measure of inflation in the United Kingdom. Band 1 payments per vkm are escalated by 38% of the Retail Price Index and Bands 2 and 3 by 40% of the Retail Price Index each year;

•  it should be noted that in the absence of traffic growth or inflation, total revenues will decline through time as a consequence of these band adjustments; and

• a final global factor, which varies from time to time, is applied to the payment per vkm of traffic in all bands. This global factor remains constant until September 2007, when it decreases by 0.2% and then increases in September 2010 by 8.9%. In March 2014, this global factor will have the effect of reducing revenue per vkm significantly, and less significant downward revisions will also occur in 2017 and 2020. These global factors were set in 1996 when the concession was signed, the purpose of which was to ensure that revenues generally followed the underlying cost profile of Connect M1-A1 Limited (as originally projected) and, in particular, its debt service obligations. The current debt repayment schedule recognizes and accommodates these revenue reductions in the future.

          Adjustments are also made for lane closure charges and certain other matters, if required. Lane closure charges have been very minor to date, and they have been largely passed through to subcontractors responsible for such lane closures. The calculation is made within a few months after the end of the concession year when all the required variables have been determined.

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          Under the concession, the Transport Secretary makes provisional payments to Connect M1-A1 Limited each month, equal to the previous year’s traffic payment divided by twelve. In practice, it may take a few months to agree on the final traffic payment for each concession year, in which case monthly provisional payments continue at the prevailing rate. When the payment due to Connect M1-A1 Limited under the concession has been finally calculated, there is an annual reconciliation so that any under- or over-payment to date is corrected. The traffic payment for the year ended March 31, 2003 was £45.3 million ($83.3 million). As a result, in the concession year ended March 31, 2004, Connect M1-A1 Limited has received provisional payments of £3.8 million ($7.0 million) per month.

Factors Likely to Affect Future Traffic Flows

          We believe that two new road developments will affect future traffic flows on Yorkshire Link. One is the East Leeds Link, a new road connecting an existing junction near the midpoint of Yorkshire Link to Leeds city center. The other development is the A1(M) improvement between Darrington, south of the M62, and Dishforth, about 35 kilometers north of Yorkshire Link. It will result in the whole of the A1 being widened and improved along sections of the route to dual three-lane roadways to allow for higher speed traffic.

          We expect that the East Leeds Link will modestly increase traffic on Yorkshire Link when it opens, which is assumed to be in 2006. The second road development, the improvement to the A1(M), is currently under construction and is expected to have two separate effects on Yorkshire Link traffic. While construction work necessary to connect the new section of the A1(M) to the existing road is being completed, speed limits will be imposed on the A1, which is expected to take place from August through November in each of 2004 and 2005. This is expected to increase traffic on Yorkshire Link by a modest amount during these periods. However, once construction has finished and the A1(M) has been widened, which is expected to be by the end of 2006, traffic on Yorkshire Link is expected to decrease by a modest amount.

          The West Yorkshire Local Transport Plan, or LTP, published in 2000 sets out the local context for transportation in which Yorkshire Link operates, although Yorkshire Link also carries longer-distance traffic and is less sensitive to local factors than the surrounding local roads. The LTP includes targets for limiting the rate of growth in the region and lists, among other things, the public transportation programs that are being developed. The target for growth of the total traffic on all roads in West Yorkshire is 5% from 1999 to 2006. This compares with U.K. government forecasts for the region of between 8.5% and 15.2% over the same period. Regional traffic actually decreased by 2% from 1999 to 2002 and 2003. Thus, the growth observed on Yorkshire Link has been achieved in spite of lower-than-expected growth of regional traffic.

          The LTP also includes plans for the Leeds Supertram network of three tram lines, which might have a small negative impact on growth of Yorkshire Link traffic. The lines were programmed to be fully operational in 2007, but the project is delayed by a government review of options and will not now be open until 2008 at the earliest.

Operations and Maintenance

          Under the terms of the concession, Connect M1-A1 Limited is responsible for the operation and maintenance of Yorkshire Link. Connect M1-A1 Limited is also responsible for the lighting and associated energy costs and the communications systems on the road. The police are responsible for managing traffic flow, although Connect M1-A1 Limited is required to provide assistance in the event of accidents.

          The operations and maintenance activity and the management of the concession requirements are managed and coordinated by a small operations team consisting of a staff of six seconded from Balfour Beatty, the cost of which is recovered from Connect M1-A1 Limited based on a cost-plus formula. Operations have been substantially subcontracted under short- to medium-term contracts of varying duration, and there are an additional 14 full-time staff members on site from subcontractor organizations.

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These subcontractor contracts represent approximately 80% of the routine maintenance costs for the 2003 and 2004 concession year.

          Connect M1-A1 Limited has met the operational requirements of the concession over the five years it has operated and maintained Yorkshire Link. The operations and maintenance requirements of the concession can be described in the following categories:

• routine operations and maintenance, including landscape management, cleaning work, replacing faulty lighting, repairing fencing and crash barriers resulting from traffic accidents, maintaining the communications and traffic counting equipment, structural inspections, spreading salt and clearing snow and periodically verifying the traffic counting data; and

• periodic maintenance, consisting mainly of repair, resurfacing and reconstruction work that is required from time to time to restore basic qualities, such as skid resistance, to the road pavement, and to extend the life of the road by adding extra strength to cater to increased traffic loadings.

          There are penalty point and warning notice provisions in the concession that may be imposed if there are deficiencies in the way Connect M1-A1 Limited manages its operations and maintenance responsibilities. Connect M1-A1 Limited has not received any penalty points or warning notices since Yorkshire Link opened.

Traffic Counting

          Traffic is counted by traffic measurement equipment, which has been installed in accordance with the specifications of the U.K. Highways Agency. Traffic is counted in each direction at nine sites that lie between each junction of Yorkshire Link. At each site, each lane, including the hard shoulder, is equipped with a pair of electromagnetic inductive loops buried in the roadway. The loops detect passing vehicles and are recorded by a counter unit. The loops also enable the length of vehicles to be measured in order to categorize vehicles into heavy goods vehicles and other vehicles. Software in the roadside equipment compares the output from adjacent lanes and automatically allows for the effects of vehicles straddling lanes. Periodic reports are generated from the central computer to form the basis of the annual calculation of vkms on which payment to Connect A1-M1 Limited is based. When data is missed, a patching procedure to which the U.K. Highways Agency has agreed is used to estimate the missed vehicles. In addition, traffic flows are recorded on video and compared with loop data for consistency.

Warranty for Defects

          Connect M1-A1 Limited subcontracted the design and building of Yorkshire Link to a construction joint venture consisting of Balfour Beatty CE Ltd. and Skanska Construction U.K. Ltd. In addition to the construction of the new route, the initial construction works included improvements to sections of the existing road.

          The construction joint venture is obligated under a twelve-year warranty for latent defects that expires in 2011. The construction joint venture also has extended the warranty to cover defects in the sections of the road that were in existence when its works began. The construction joint venture has indemnified Connect M1-A1 Limited in respect of any consequential losses, except in relation to the sections of the existing road, and any lane closure charges that may be incurred as a result of such defects. The obligations of the construction joint venture partners are joint and several, and they are supported by guarantees from Balfour Beatty and Skanska AB. Cracking defects have been identified on the road surface on certain sections of Yorkshire Link that have required resurfacing repairs to be carried out at the construction joint venture’s expense. Connect M1-A1 Limited believes any such further defects would be the responsibility of the construction joint venture, which is investigating the problem with the help of its consultants. Connect M1-A1 Limited is waiting to receive a proposal from the construction joint venture as to how the construction joint venture intends to deal with the problem in the longer term.

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Employees

          Connect M1-A1 Limited has no employees. All operational staff are either employed by Balfour Beatty and seconded to Connect M1-A1 Limited or employed by the various subcontractors.

Properties

          Connect M1-A1 Limited does not own any real estate. It has a license to occupy the land on which Yorkshire Link has been constructed, and it has a lease over the site used as the maintenance compound for the duration of the concession.

Legal Matters

Shareholders’ Agreement

          Macquarie Yorkshire is party to a shareholders’ agreement with Balfour Beatty that governs the relationship of the shareholders in Connect M1-A1 Holdings Limited (formerly Yorkshire Link (Holdings) Limited) and Connect M1-A1 Limited (formerly Yorkshire Link Limited), a wholly owned subsidiary of CHL. Upon completion of the acquisition of Macquarie Yorkshire, we will become party to the shareholders’ agreement. The shareholders’ agreement effectively requires the consent of Macquarie Yorkshire and Balfour Beatty for any decisions relating to these companies.

          Based on current shareholdings, Macquarie Yorkshire and Balfour Beatty are each allowed to appoint three directors to the boards of CHL and Connect M1-A1 Limited. Voting is pro rata with the shareholding being represented. All routine matters are decided by majority vote. Certain matters are reserved and determined on the basis of approval by not less than 90% of total shares. Such matters include amending the shareholders’ agreement or the constitutional documents of CHL or Connect M1-A1 Limited, the winding up of CHL or Connect M1-A1 Limited, acquisitions and disposals of companies by CHL or Connect M1-A1 Limited, and tendering for new work by CHL or Connect M1-A1 Limited. In addition, certain other matters relating to CHL and Connect M1-A1 Limited are reserved, requiring approval of directors appointed by a shareholder holding not less than 49% of the total shares. The shares of CHL and Macquarie Yorkshire are subject to preemption rights, the waiver of which is a condition precedent to our acquisition of Macquarie Yorkshire, and, in CHL’s case, they also are subject to tag-along rights by shareholders owning more than 5% of the total shares.

          In addition, the shareholders’ agreement requires all post-tax profits to be paid to shareholders, to the extent permitted by law and subject to making prudent reserves.

Legal Proceedings

          Neither Macquarie Yorkshire nor CHL or Connect M1-A1 Limited is currently a party to any material legal proceedings.

          On March 20, 2004, a fatal road accident occurred on Yorkshire Link. The accident is currently the focus of an ongoing investigation by local police authorities. As part of their investigation, the police have interviewed several employees of Connect M1-A1 Limited and, pursuant to a search warrant, have collected certain documentation from Connect M1-A1 Limited’s offices. No charges have been brought against Connect M1-A1 Limited to date and Connect M1-A1 Limited is fully cooperating with the police investigation.

          Connect M1-A1 Limited’s management has received no further information with respect to the outcome of the police investigation. Connect M1-A1 Limited has conducted an internal investigation and believes that its maintenance of the section of Yorkshire Link where the accident occurred was in compliance with its obligations under the Concession.

          We have agreed to the terms of an indemnity agreement with the seller to us of our interest in Yorkshire Link, for our proportional share of any loss of revenue, penalties awarded by a court in potential civil or criminal proceedings or imposed by the Transport Secretary under the Concession and legal expenses and other costs associated with any claim arising from this accident up to a maximum of £2.75 million.

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Our Investment in MCG

Overview

          MCG is an investment vehicle that has been listed on the Australian Stock Exchange (ASX) since August 2002. MCG’s investment mandate is to acquire investments in communications infrastructure, such as broadcast transmission towers, wireless communications towers and satellite infrastructure, around the world. We are investing in MCG because it seeks to provide investors with sustainable dividend yields and the potential for significant earnings and capital growth through investments in communications infrastructure businesses or assets. Currently, MCG’s only investment is a 100% holding in Broadcast Australia, an Australian television and radio broadcast transmission provider.

Business

Operations

          Broadcast Australia is the owner and operator of the most extensive broadcasting tower network in Australia and provides transmission services to the Australian Broadcasting Corporation, or ABC, and Special Broadcasting Service Corporation, or SBS, plus other services to regional television and other media, telecommunications and community organizations. Broadcast Australia operates approximately 600 transmission tower sites located across metropolitan, regional and rural Australia. Broadcast Australia owns or operates under leases at the majority of its sites.

          Broadcast Australia derived approximately 87% of its revenue for the fiscal year ended June 30, 2004 under contracts with ABC and SBS. Generally, the contracts with ABC and SBS are over the long term, often 10 to 15 years. ABC and SBS receive most of their funding from the Australian Commonwealth government under a triennial funding arrangement. The funding allocated by the Commonwealth government for the purposes of broadcast transmission cannot be applied to other uses.

          Broadcast Australia is in the process of rolling out digital transmission services that it is contracted to introduce under its agreements with ABC and SBS. Under the agreements, as Broadcast Australia rolls out digital transmission services across its sites, it will earn additional revenue from the provision of digital broadcasts. The rollout of digital transmission will require significant capital expenditure, which is expected to be funded through an existing AUD 150 million Broadcast Australia debt facility. This debt facility, drawn to AUD 38 million on June 30, 2004, is expected to be fully drawn by its maturity date on June 26, 2006, at which time it will need to be renewed or refinanced.

Future Investments

          It is expected that MCG will make investments in other communications infrastructure businesses or assets in the future, although it will need to raise new equity to fund any significant acquisitions. It is possible that these investments will be partly funded through the issue of new MCG securities. We may have the opportunity to purchase additional MCG securities in such instances; however, we will have no obligation to do so.

Management

          MCG is managed by Macquarie Communications Infrastructure Management Limited, a wholly owned subsidiary of Macquarie Bank Limited, which is entitled to a base fee and a performance fee. The base fee is calculated and paid quarterly based on the net investment value (market capitalization plus borrowings and commitments less cash and cash equivalents). The performance fee is paid semi-annually based on MCG’s performance above the S&P ASX 200 Industrials Accumulation Index.

          As described in “Our Manager — Management Services Agreement,” the base fees payable by us to our Manager will be calculated in such a way that our Manager will not receive fees with respect to our ownership of MCG securities, so that there is no duplication of base management fees received by subsidiaries of the Macquarie Group with respect to MCG.

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Trading History

          The securities of MCG were listed on the ASX on August 13, 2002 at an issue price of AUD 2.00. The price per MCG security we will pay will be determined on the date on which we enter into the underwriting agreement for this offering, and will be based on recent MCG trading prices. The table below outlines the quarterly trading history of MCG securities in Australian dollars from listing through the quarter ended June 30, 2004. Since its inception, MCG has paid distributions per stapled security of AUD 0.075 on February 12, 2003, AUD 0.08 on August 12, 2003, AUD 0.112 on February 12, 2004 and AUD 0.118 on August 12, 2004.

							Average Daily
Quarter Ended	High Price		Low Price		Closing Price		Volume
	(in Australian dollars)
September 30, 2002		2.02		1.60		1.96		1,159,347
December 31, 2002		2.23		1.86		2.20		379,341
March 31, 2003		2.61		2.10		2.43		332,041
June 30, 2003		3.16		2.42		2.97		343,859
September 30, 2003		3.14		2.80		2.92		369,734
December 31, 2003		3.26		2.83		3.03		361,148
March 31, 2004		3.52		3.02		3.49		204,070
June 30, 2004		3.73		3.35		3.68		201,911
September 30, 2004		4.71		3.60		4.71		209,211
October 1, 2004 through October 8, 2004		4.75		4.65		4.70		249,834

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Our Investment in South East Water

Overview

          South East Water, or SEW, is a regulated utility located in southeastern England that is the sole provider of water to almost 600,000 households and industrial customers. It is the second largest water-only company in England, supplying approximately 105 million gallons of water per day to 1.5 million people across two sub-regions. Its supply area covers approximately 1,390 square miles of Kent, Sussex, Surrey, Hampshire and Berkshire.

          We will own 17.5% of SEW through an equivalent holding in Macquarie Luxembourg, which is indirectly the holding company for SEW. We are acquiring this investment because we believe that the cash yields and total returns available from investments in regulated utilities in the United Kingdom are attractive given the mature and transparent regulatory environment. A controlling interest in SEW is held through a controlling interest in Macquarie Luxembourg by the Macquarie European Infrastructure Fund, or MEIF, which is managed by an affiliate of our Manager and which had priority in relation to this investment. MEIF is an unlisted infrastructure investment fund focused on making medium-term investments in infrastructure assets in Europe. We believe MEIF’s approach to the ownership and oversight of SEW is consistent with our approach. Three other institutional investors hold minority interests in SEW through minority interests in Macquarie Luxembourg.

Industry Overview

          The water sector in England and Wales was privatized by the U.K. government in 1989 and 1990 and consists of ten water and sewerage companies and twelve water-only companies. Water supply activities in England and Wales are principally regulated by the provisions of the Water Industry Act of 1991 and the Water Act of 2003, which we together refer to as the Water Industry Act, and regulations made under the Water Industry Act. Water-only companies are granted a license pursuant to that legislation. The provisions of the Water Industry Act, together with the license, are administered by the Director General of Water Services, who is aided by the Office of Water Services, or Ofwat, which is headed by the Director General. The responsibilities of Ofwat include the setting of limits on allowed water charges and monitoring and enforcing license obligations. In addition, water companies are required to meet drinking water quality standards monitored by the U.K. Drinking Water Inspectorate and general environmental law enforced by the U.K. Environment Agency.

          As water and sewage companies and water-only companies are natural monopolies, the prices that they are allowed to charge their customers for water is regulated by Ofwat. Every five years, Ofwat determines prices for the provision of water services for the upcoming five years based on an inflation and efficiency calculation. In August 2004, Ofwat released its draft determination with respect to the prices that English and Welsh water-only companies, including SEW, are permitted to charge for the next price review period, which will run from April 1, 2005 to March 31, 2010. Subsequent to the receipt of formal responses from the water-only companies, Ofwat’s price determinations are scheduled for finalization by December 2004.

Business

Operations

          Currently, approximately 70% of SEW’s water is supplied from boreholes and aquifers, 20% is supplied from rivers and reservoirs and 10% is supplied under bulk supply contracts with Three Valleys Water plc and Southern Water Services Ltd., which are neighboring water utilities. The U.K. Environment Agency has supported a plan, expected to be completed in 2005, to increase SEW’s reservoir capacity through the provision of enhanced bulk supply infrastructure. Based on the known parameters of the categorization, the completion of this project is expected to improve SEW’s security of supply rating from Ofwat, which was D (the second lowest rating) for the year ending March 31, 2003 to B (the second highest rating).

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          SEW has a sophisticated telemetry-based system for monitoring water quality, flows, pressures and reservoir levels. Each water treatment works has a local monitoring system that checks these variables and relays data to an outstation unit that regulates activity levels at the treatment works and feeds data to a centralized operation center at the Haywards Heath headquarters, which is manned constantly.

          SEW balances supply and demand in line with industry best practice and is required to establish a 25-year plan for sustainable water resources acceptable to the U.K. Environment Agency. This plan is a combination of resource development and demand management measures, all of which are assessed on an economic basis before inclusion.

          Leakage detection and control continues to play an important role in demand management within SEW. SEW reduced its leakage levels in the year ended March 31, 2002 by more than any other water company. SEW met its leakage targets for March 2003 and 2004 and is on target to reach Ofwat’s economic level of leakage target for March 2005.

          In common with other water companies in England and Wales, SEW’s assets vary widely in age (with some over 100 years old), size and type but are generally constructed using industry-standard materials and technology in use at the time of their construction. SEW has developed a sophisticated system for the management and replacement of its assets based principally on the assessed risk and consequences of failure. Overall capital investment levels are targeted at maintaining a constant average level of risk across SEW’s area of supply. Individual programs aim to reduce risk in high risk areas. Water industry assets tend to be long-lived and SEW’s assets are no exception to the industry norm. Major assets are rarely completely replaced; short- to medium-life items (e.g., pumps, electrical switch-gear, instruments) can be replaced several times during the life of a treatment works and a new plant can be fitted into existing buildings. Higher quality standards are often met by incrementally adding new treatment processes. Further capacity can be met by adding additional process streams to existing works. SEW is planning £70 million of capital expenditure to fund expansion over the next five years, which it expects to finance through drawings under its existing debt facilities.

Regulation

          Ofwat determines the prices that SEW can charge its customers using an approach designed to enable SEW to earn sufficient revenues to recover operating costs, capital infrastructure renewal and taxes and to generate a return on invested capital, while creating incentives for SEW to operate efficiently. The outcome of the regulatory review process is the publication of k-factors by Ofwat for each year in the price review period. The k-factor is the amount that SEW is allowed to adjust its prices for water services for each year relative to inflation. For example, a k-factor of 5% in a given year would mean that SEW is allowed to increase its prices by inflation plus 5% in that year.

          The use of the k-factor also is designed to create incentives for water-only companies and water and sewage companies to generate efficiencies that can later be passed on to customers. Performance targets are established by reference to a company’s individual circumstances and its performance relative to other companies in the sector. In the year ended March 31, 2003, Ofwat ranked SEW 12th out of the 22 companies in the water sector in England and Wales across a broad range of performance measures. Over the course of the current price review period, SEW has improved its performance in all of its key performance areas, including customer service, leakage, water quality and operating efficiency.

          In determining the annual k-factors, Ofwat is under a statutory duty to consider:

• SEW’s ability to properly carry out its functions (including legal obligations such as meeting drinking water quality standards monitored by the Drinking Water Inspectorate);

• the revenue SEW will need to finance its functions and earn a reasonable rate of return on its investment needed to meet its legal obligations;

• the promotion of efficiency and economy (through rewards and penalties); and

• the facilitation of competition.

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          The following annual k-factors were set for SEW in the 1999 price review for the April 1, 2000 to March 31, 2005 price review period:

	Year Ended March 31,
	2001		2002		2003		2004		2005
k-factor (additive to the rate of inflation)		(16.1)%		(1.0)%		(1.5)%		0%		0%

          The reduction in prices for the year to March 31, 2001 reflected the return to customers of efficiencies achieved by SEW in the five years prior to March 31, 2000, together with a new target for further efficiencies. SEW has to date outperformed this regulatory target. In August 2004, Ofwat issued its draft determination for the April 1, 2005 to March 31, 2010 review period. The draft determination proposes an average k-factor over the period of 2.9% (i.e., SEW is permitted to increase prices at an annual rate of inflation plus 2.9%) with the following k-factor for each year in the period:

	Year Ended March 31,
	2006		2007		2008		2009		2010
k-factor (additive to the rate of inflation)		13.8%		2.0%		0.8%		0.1%		(1.3)%

          SEW is in the process of preparing a formal response to the draft determination. It is anticipated that a final determination will be issued by Ofwat in December 2004.

Environmental

          SEW is required to comply with various environmental legislation, including the U.K. Wildlife and Countryside Act of 1981, and the environmental requirements of the Water Industry Act. These obligations are proactively managed pursuant to SEW’s sustainable development policy.

Employees

          As of June 30, 2004, SEW had 434 employees. A minority of SEW’s employees are members of trade unions.

          At March 31, 2004, SEW’s defined benefit plans had assets of £84.6 million ($155.6 million) and a deficit against the actuarial assessment of liabilities of £13.8 million ($25.4 million). SEW has taken a number of steps to address this deficit, including closing the plan to new members in July 2002, increasing company contributions from 13.8% to 20.0% of pensionable remuneration and increasing employee contributions from 6% to 7% of pensionable remuneration from January 1, 2004.

          SEW has efficiently managed their defined benefit pension plans and are of the view that the increased cost of funding pensions should be fully recoverable through increased prices. In its draft determination, Ofwat has not proposed that such costs will be recoverable. SEW is currently considering its response to the draft determination.

Properties

          SEW owns four reservoirs, 92 boreholes, 171 storage towers and 63 treatment plants. As of March 31, 2004, the unaudited book value of SEW’s tangible assets was £457 million ($840.9 million). Its main network extends to some 6,000 miles. A recent review of the condition of SEW’s assets by Ofwat indicated that 87% of SEW’s assets are in average or better than average condition and that their condition is stable.

Legal Matters

Shareholders’ Agreement

          We will become party to a shareholders’ agreement relating to Macquarie Luxembourg. The other parties to the agreement are MEIF, which will hold 50.1% of Macquarie Luxembourg, and three other minority investors, which will hold a combined 32.4% of Macquarie Luxembourg.

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          We have no influence over the choice of the board of directors of Macquarie Luxembourg. The board of directors is authorized to make all decisions necessary to manage the affairs of Macquarie Luxembourg, except for certain reserved matters that require approval of 75% of the shareholders and other matters that require approval of all shareholders.

          The shareholders’ agreement requires all shareholders to use their powers to cause Macquarie Luxembourg’s directly owned subsidiary to make to the shareholders, the maximum possible distribution each year. This provision cannot be changed without our consent.

          The shares of Macquarie Luxembourg are subject to preemption rights; however, these rights do not apply in relation to our purchase of shares of Macquarie Luxembourg. Our ability to transfer our interest in Macquarie Luxembourg is subject to rights of first refusal that are exercisable by MEIF in priority to the other shareholders (with whom we have the right to exercise such rights on the same terms). In the event that MEIF sells all (but not some) of its interest in Macquarie Luxembourg, all other shareholders are required to sell their interests to the same buyer on the same terms. In the event that MEIF sells any of its interest in Macquarie Luxembourg, all other shareholders may sell some or all of their interests on the same terms.

Legal Proceedings

          In 2003 and 2004, V.A.S. Ltd., a previous contractor of SEW, contacted SEW, claiming approximately £1.4 million with respect to the alleged incorrect allocation of two contracts during the period from 1997 to 2001, and £5.1 million in lost profits and bid costs with respect to alleged breaches of procurement rules in relation to the award of a contract in 2001.

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MANAGEMENT

Directors and Officers

          The directors and officers of the company, and their ages and positions as of October 15, 2004, are set forth below:

Directors and Officers	Age		Position
Peter Stokes		37	Chief Executive Officer and Director
David Mitchell		38	Chief Financial Officer
John Roberts		45	Chairman of the Board of Directors
Stephen Peet		33	Director

          The following biographies describe the business experience of the company’s current directors and officers.

          Peter Stokes was appointed chief executive officer of the company in April 2004 and currently serves as a director. He joined the Macquarie Group in 1991 and has worked in various asset finance roles in the Sydney and New York offices. Prior to being seconded by our Manager to the company in September 2003, Mr. Stokes was seconded to work in 1997 for Macquarie Securities (USA) Inc., a NASD registered broker/ dealer, where he was responsible for transaction execution and equity syndication within its asset finance practice, and from 2002 to 2003 served as co-global head of its asset finance practice. Mr. Stokes completed transactions in excess of $11 billion relating to infrastructure businesses in the telecommunications, rail, post, electricity, shipping and air sectors between 1999 and 2003.

          David Mitchell was appointed chief financial officer of the company in April 2004. Mr. Mitchell joined the Macquarie Group in 2001. Prior to being seconded by our Manager to the company, Mr. Mitchell was seconded to work for Macquarie Securities (USA) Inc. where he was responsible for transaction execution, equity syndication, debt placement and hedging within its asset finance practice, and completed approximately $1.5 billion in transactions in the district energy, waste water and telecommunication sectors. From 1998 to 2001, Mr. Mitchell was Director — Investments at Edison Capital, the finance subsidiary of Edison International, where he completed approximately $3 billion in transactions as principal in the telecommunications and power sectors. Before joining Edison Capital, Mr. Mitchell worked in various roles as a business controller and adviser for two major financial institutions and as a certified public accountant for two large public accounting firms.

          John Roberts has served as chairman of the company’s board of directors since April 2004. He joined the Macquarie Group in Sydney in 1991 from a banking background in New Zealand that included financial markets trading, corporate lending and structured finance. He has been Global Head of the Macquarie Group’s Infrastructure and Specialised Funds division since 2003, with responsibility for over $13 billion in funds, over 220 professional staff and operations across Australia, North America, Asia, South Africa and Europe. From 1999 to 2003, Mr. Roberts was based in the Macquarie Group’s London office with responsibilities including leading the European and North American operations of Macquarie Infrastructure Group, and raising funds and acquiring airport assets for the €600 million Macquarie Airports Group. From 2001 to 2003, he assumed the additional regional responsibility for Macquarie Group’s Investment Banking Group’s European and African offices as well as being head of Macquarie Bank Limited’s London office. From 1995 to 1999, Mr. Roberts was based in Sydney where he developed and led Macquarie Group’s regulated assets privatization team.

          Stephen Peet has served as a director since April 2004. Mr. Peet joined the Macquarie Group in 1993. He is currently a Division Director of Macquarie Bank Limited, employed within the Macquarie Group’s Infrastructure and Specialised Funds division. Mr. Peet has worked in asset management roles in the New York office since 2002. From 1996 to 2002, Mr. Peet worked in a risk management role in Macquarie Bank Limited’s offices in Sydney and in South East Asia.

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Board Structure and Compensation of Directors

          Prior to completion of this offering, the company’s board of directors will be changed to consist of Mr. Roberts and three independent directors, each of whom will meet the independence requirements of the applicable listing standards. At that time, Messrs. Stokes and Peet will resign from the company’s board of directors.

          Pursuant to the management services agreement and the LLC agreement, our Manager will be permitted to appoint one representative to the board of directors, who will be the chairman, and one alternate for this appointee. The chairman is not required to stand for election by the shareholders. The LLC agreement provides that the board of directors must consist at all times from the completion of this offering of at least four directors, the majority of whom must be independent and permits the board of directors to increase the size of the board to up to twelve directors. Currently, Australian banking regulations prohibit directors, officers or employees of Macquarie Bank Limited or any of its subsidiaries, including our Manager, from serving as members of the board of directors where they constitute more than one in four directors or more than two in seven or more directors of any entity managed by Macquarie Bank Limited or any of its subsidiaries. Therefore, for so long as there is one director appointed by our Manager pursuant to the management services agreement, at least three directors must be independent. See “Our Manager — Management Services Agreement.”

          The LLC agreement requires the board of directors of the company to take action by an affirmative vote of a majority of directors. No independent director may be removed from office by our shareholders except for cause with the affirmative vote of the holders of 66 2/3% of the outstanding trust stock of the company’s sole member. All directors will hold office until their successors have been elected and qualified or until their earlier death, resignation or removal. See “Description of Shares — Anti-Takeover Provisions — Anti-Takeover Provisions in the Trust Agreement and the LLC Agreement.”

          Currently, our directors are not entitled to compensation. Our Manager’s appointed representative on the board of directors will receive no director’s fees or other compensation from us, including in the form of securities, for serving as a director or a member of a committee of the board of directors. Directors (including the chairman appointed by our Manager) will be reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the board of directors or committees and for any expenses reasonably incurred in their capacity as directors.

Committees of the Board of Directors

          The company’s board of directors will, prior to consummation of this offering, designate the following standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. In addition, the board of directors may, from time to time, designate one or more additional committees, which shall have the duties and powers granted to it by the board of directors.

Audit Committee

          The audit committee will be comprised entirely of the independent directors who will meet all applicable independence requirements and will include at least one “audit committee financial expert,” as required by applicable SEC regulations.

          The audit committee will be responsible for, among other things:

• retaining and overseeing our independent accountants;

• assisting the company’s board of directors in its oversight of the integrity of our financial statements, the qualifications, independence and performance of our independent auditors and our compliance with legal and regulatory requirements;

• reviewing and approving the plan and scope of the internal and external audit;

• pre-approving any non-audit services provided by our independent auditors;

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• approving the fees to be paid to our independent auditors;

• reviewing with our chief executive officer and chief financial officer and independent auditors the adequacy and effectiveness of our internal controls;

• preparing the audit committee report to be filed with the SEC;

•  reviewing and assessing annually the audit committee’s performance and the adequacy of its charter; and

• serving as a Qualified Legal Compliance Committee.

Compensation Committee

          The compensation committee will be comprised entirely of independent directors who meet the independence requirements of the applicable listing standards. In accordance with the compensation committee charter, the members will be outside directors as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended, and non-employee directors within the meaning of Section 16 of the Exchange Act. The responsibilities of the compensation committee will include responsibility for reviewing the remuneration of our Manager, determining the compensation of our independent directors, granting rights to indemnification and reimbursement of expenses to the Manager and any seconded individuals and making recommendations to the Board regarding equity-based and incentive compensation plans, policies and programs.

Nominating and Corporate Governance Committee

          The nominating and corporate governance committee will be comprised entirely of independent directors who will meet the independence requirements of the applicable listing standards. The nominating and corporate governance committee will be responsible for, among other things:

• recommending the number of directors to comprise the board of directors;

•  identifying and evaluating individuals qualified to become members of the board of directors, other than our Manager’s appointed director and his alternate, and soliciting recommendations for director nominees from the chairman and chief executive officer of the company;

• recommending to the board the director nominees for each annual shareholders’ meeting, other than our Manager’s appointed director and his alternate;

• recommending to the board of directors the candidates for filling vacancies that may occur between annual shareholders’ meetings, other than our Manager’s appointed director and his alternate;

• reviewing independent director compensation and board processes, self-evaluations and policies;

• overseeing compliance with our code of ethics and conduct by our officers and directors; and

• monitoring developments in the law and practice of corporate governance.

Compensation Committee Interlocks and Insider Participation

          None of the company’s executive officers or members of the company’s board of directors has served as a member of a compensation committee (or if no committee performs that function, the board of directors) of any other entity that has an executive officer serving as a member of the company’s board of directors or compensation committee.

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Compensation of Named Executive Officers

          No officer receives compensation, including in the form of securities, from the company. All compensation of officers is paid by our Manager.

Our Management

          Our chief executive officer and chief financial officer have been seconded to us by our Manager to manage our day-to-day operations and affairs on a permanent and wholly dedicated basis. The management teams of each of the separate businesses will report to the company’s board of directors through our chief executive officer and chief financial officer and operate each business and be responsible for its profitability and internal growth. The company’s board of directors and our chief executive officer and chief financial officer will have responsibility for overall corporate strategy, acquisitions, financing and investor relations. Our chief executive officer and chief financial officer will call upon the resources of our Manager to run our business. See “Our Manager — Management Services Agreement — Secondment of Our Chief Executive Officer and Chief Financial Officer.”

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OUR MANAGER

Management Services Agreement

          The company and its managed subsidiaries intend to enter into a management services agreement with Macquarie Infrastructure Management (USA) Inc., which the company and its managed subsidiaries will appoint as our Manager. Under the management services agreement, the company’s direct, wholly owned subsidiaries are referred to as managed subsidiaries. The material elements of the management services agreement are summarized below. The statements that follow are subject to and are qualified in their entirety by reference to all of the provisions of the management services agreement, a form of which is filed as an exhibit to the registration statement of which this prospectus is a part.

Duties of Our Manager

          The management services agreement defines our Manager’s duties and responsibilities. Subject to the oversight and supervision of the company’s board of directors, our Manager will manage the company’s and the managed subsidiaries’ day-to-day business and affairs. Neither the trust nor the company will have any employees. Our Manager will second to us our 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 as amended from time to time, and the operating objectives, policies and restrictions of the company in existence from time to time.

          Our Manager has agreed that it will perform the following duties, commencing from the date of consummation of this offering:

• cause the carrying out of all of the company’s day-to-day management, secretarial, accounting, administrative, liaison, representative, regulatory and reporting functions and obligations and those of its managed subsidiaries and any such obligations of the company with respect to the trust;

• establish and maintain the company’s and managed subsidiaries’ books and records consistent with industry standards and in compliance with the rules and regulations promulgated under the Securities Act and the Exchange Act and with GAAP;

•  identify, evaluate and recommend, through the company’s officers, acquisitions or investment opportunities, from time to time; if the company’s board of directors approves any acquisition or investment, negotiate and manage such acquisitions or investments on the company’s behalf; and thereafter manage those acquisitions or investments, as a part of the company’s business under the management services agreement, on behalf of the company and any relevant managed subsidiary. To the extent acquisition or investment opportunities covered by the priority protocol described below are offered to our Manager or to entities that are managed by subsidiaries of Macquarie Bank Limited within the Infrastructure and Specialised Funds division (or any such successor thereto) of the Macquarie Group, our Manager will offer any such acquisition or investment opportunities to the company in accordance with the priority protocol described below unless our chief executive officer notifies our Manager in writing that the acquisition or investment opportunity does not meet the company’s acquisition criteria, as determined by the company’s board of directors from time to time. The company acknowledges and agrees that (i) no affiliate of our Manager, has any obligation to offer any acquisition or investment opportunities covered by the priority protocol described below to our Manager or to the Infrastructure and Specialised Funds division of the Macquarie Group; (ii) any affiliate of our Manager is permitted to establish further investment vehicles that will seek to invest in infrastructure businesses in the United States, provided that the then-existing rights of the company and the managed subsidiaries pursuant to the management services agreement are preserved; and (iii) in the event that an acquisition or investment opportunity is offered to the company by our Manager and the company determines that it does not wish to pursue the acquisition or investment

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	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 investment vehicle managed by the Macquarie Group, in the sole discretion of our Manager or any of its affiliates;
•	attend to all matters necessary to ensure the professional management of any business controlled by the company;
•	identify, evaluate and recommend the sale of all or any part of the business that the company owns 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 company’s board of directors and the boards of directors of any relevant managed subsidiary, negotiate and manage the execution of the sale on the company’s behalf and on behalf of the relevant managed subsidiary;
•	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;
•	recommend changes to the company’s LLC agreement and the management services agreement to the board of directors of the company;
•	recommend capital reductions, including repurchases of LLC interests of the company and corresponding trust stock, to the board of directors of the company;
•	recommend to the board of directors of the company and, as applicable, the boards 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, its managed subsidiaries and any of their subsidiaries, as the case may be;
•	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;
•	when appropriate, recommend to the company’s board of directors nominees of the company as directors of the managed subsidiaries and any of their subsidiaries or companies in which the company, its managed subsidiaries or any of their subsidiaries has made an investment;
•	recommend to the company’s board of directors the payment of dividends and interim dividends to its members;
•	prepare all necessary budgets for the company for submission to the company’s board of directors for approval;
•	make recommendations to the boards of directors of the company and its 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;
•	make recommendations with respect to the exercise of the voting rights to which the company is entitled in respect of its investments;
•	recommend, and, subject to approval of the company’s board of directors, provide or procure all necessary technical, business management and other resources for the company’s subsidiaries, including the managed subsidiaries, and any other entities in which the company has made an investment;

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• do all things necessary on its part to enable the company’s and each managed subsidiary’s compliance with:

• the requirements of applicable law, including the rules and regulations promulgated under the Securities Act or the Exchange Act or the rules, regulations or procedures of any foreign, federal, state or local governmental, judicial, regulatory or administrative authority, agency or commission; and

• any contractual obligations by which the company or any of its managed subsidiaries is bound;

•  prepare and, subject to approval of the company’s board of directors, arrange to be filed on the company’s behalf with the SEC, any other 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 SEC pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act;

• attend to all matters necessary for any reorganization, bankruptcy proceedings, dissolution or winding up of the company or any of its managed subsidiaries subject to approval by the relevant board of directors of the company or any such managed subsidiary;

•  attend to the timely calculation and payment of taxes the company and each of its subsidiaries must pay; and the filing of all tax returns due, by the company and each of its subsidiaries;

• attend to the opening, closing, operation and management of all company and managed subsidiary bank accounts and accounts held with other financial institutions, including making any deposits and withdrawals reasonably necessary for the management of the company’s and the managed subsidiaries’ day-to-day operations;

•  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 as required by law;

• recommend the arrangements for the holding and safe custody of the company’s property, including the appointment of custodians or nominees;

• 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;

• carry out valuations of any of the company’s assets or the assets of any of its subsidiaries or arrange for such valuation to occur as and when our Manager deems necessary or desirable in connection with the performance of its obligations under the management services agreement, or as otherwise approved by the board of directors of the company;

• make recommendations in relation to and effect the entry into insurance of the company’s assets, or the assets of any of its managed subsidiaries and their subsidiaries, together with other insurances against other risks, including directors’ and officers’ insurance, as our Manager and the board of directors of the company or any managed subsidiary, as applicable, may from time to time agree; and

• provide all such other services as may from time to time be agreed upon with the company, including any and all accounting and investor relations services (such as the preparation and organization of communications with shareholders and shareholder meetings) and all other duties reasonably related to day-to-day operations of the company and its managed subsidiaries.

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          In addition, our Manager must:

• obtain professional indemnity insurance and fraud and other insurance and maintain such coverage as is reasonable having regard to the nature and extent of its obligations under the management services agreement;

• exercise all due care, skill and diligence in carrying out its duties under the management services agreement as required by applicable law;

• provide the board of directors of the company and/ or the compensation committee with all information in relation to the performance of our Manager’s obligations under the management services agreement as the company’s board of directors and/ or the compensation committee may request;

• promptly deposit all amounts payable to the company or the managed subsidiaries, as the case may be, to a bank account held in the company’s name, or in the name of a managed subsidiary, as applicable;

• ensure all of the company’s property and that of the managed subsidiaries is clearly identified as such, held separately from property of our Manager and, where applicable, in safe custody;

• ensure that all of the company’s property and that of the managed subsidiaries (other than money to be deposited to any bank account of the company or of the managed subsidiaries, as the case may be) is transferred to or otherwise held in the company’s name or in the name of a managed subsidiary, as the case may be, or any nominee or custodian appointed by the company or a managed subsidiary, as the case may be;

• prepare detailed papers and agendas for scheduled meetings of the company’s board of directors (and all committees thereof) and the boards of directors of the managed subsidiaries that, where applicable, contain such information as is reasonably available to our Manager to enable the boards of directors (and any such committees) to base their opinion; and

• in conjunction with the papers referred to in the bullet point above, prepare or cause to be prepared reports to be considered by the boards of directors of the company and 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, (2) on the management of the business and (3) otherwise in respect of the performance of our Manager’s obligations under the management services agreement, in each case that the company may require and in such form that the company and our Manager agree upon or as otherwise reasonably requested by the board of directors of the company (or such committee).

          In connection with the performance of its obligations under the management services agreement, our Manager is required to 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 such board of directors or the company’s officers.

Board Appointee

          Pursuant to the terms of the management services agreement and the LLC agreement, for so long as the Manager or any Macquarie Group affiliate holds shares of trust stock with an aggregate value of $5 million, based on the per share price of the shares sold in the initial public offering (as adjusted to reflect any subsequent stock splits or similar recapitalizations), our Manager has the right to appoint one director of the company’s board of directors and an alternate for such appointee, and such director, or alternate if applicable, will serve as the chairman of the board of directors. The company will cause our

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Manager’s nominee to be appointed as a director and chairman of the board of directors as soon as reasonably practicable after our Manager gives notice of such appointment. Our Manager’s appointee on the company’s board of directors will not be required to stand for election by our shareholders.

          Our Manager’s appointee to the company’s board of directors will not receive any compensation (other than out-of-pocket expenses) and will not have any special voting rights. The appointee of our Manager shall not participate in discussions regarding, or vote on, a related party transaction in which the Macquarie Group or its affiliates have an interest. In the case of related party transactions, an independent director will assume the role of chairman.

Secondment of Our Chief Executive Officer and Chief Financial Officer

          Our Manager will second to us our 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. Our Manager and the company’s board of directors may agree from time to time that our Manager will second to the company one or more additional individuals to serve as officers of the company, upon such terms as our Manager and the company’s board of directors may mutually agree. Although our chief executive officer and chief financial officer will remain employees of, and be remunerated by, our Manager or an affiliate of our Manager, they will report directly to the company’s board of directors. Our Manager also will allocate an asset manager to each of the company’s separate businesses, who will assist our chief executive officer and chief financial officer in the direction and oversight of each business.

          The services performed by our chief executive officer and chief financial officer will be provided at the cost of our Manager or an affiliate of our Manager. In addition, our Manager or an affiliate of our Manager will determine and pay the compensation of our chief executive officer and chief financial officer with input from the company’s board of directors. In establishing the remuneration for our chief executive officer and chief financial officer, our Manager or one of the affiliates of our Manager will take into account the following considerations: the standard remuneration guidelines as adopted by our Manager or an affiliate of our Manager from time to time; assessment by our Manager or one of the affiliates of Manager of the respective individual’s performance, our Manager’s performance and the company’s and its subsidiaries’ performance, financial or otherwise; and assessment by the company’s board of directors of the respective individual’s performance and the performance of our Manager.

          After consultation with our Manager, the company’s board of directors may at any time require that our Manager replace any individual seconded to the company, and our Manager will, as promptly as practicable, replace such individual.

          The company will provide any individuals seconded to the company with adequate indemnities and will maintain directors’ and officers’ insurance in support of the indemnities. Our Manager will reduce our management fees by the amount of any fees that any individual seconded to the company or any staff or employees of our Manager or its affiliates receives as compensation for serving as a director on the boards of directors of the company, any of the company’s subsidiaries or any company in which the company or its subsidiaries has made an investment.

Expenses of the Company

          The company and the managed subsidiaries have agreed jointly and severally to pay, or reimburse our Manager if incurred by our Manager on the company’s behalf, certain of the company’s expenses as specified in the management services agreement which include, but are not limited to, costs incurred with respect to:

• the performance by our Manager of its obligations under the management services agreement;

• all fees required to be paid to the SEC;

• the acquisition, disposition, insurance, custody and any other transaction in connection with assets of the company or any managed subsidiary and any proposed acquisition, disposition

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	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;
•	the administration or management of the company, the managed subsidiaries and the business;
•	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;
•	stock exchange listing fees;
•	underwriting of any offer and sale of trust stock, including underwriting fees, handling fees, costs and expenses, amounts payable under indemnification or reimbursement provisions in the underwriting agreement and any amounts becoming payable in respect of any breach (other than for negligence, fraud or breach of duty) by our Manager of its obligations, representations or warranties (if any) under any such underwriting agreement;
•	convening and holding meetings of holders of trust stock, members or shareholders, as the case may be, of the trust, the company and subsidiaries of the company;
•	taxes incurred by the Manager on behalf of the company or any managed subsidiary (including any amount charged by a supplier of goods or services or both to our Manager by way of or as a reimbursement for value added taxes) and financial institution fees;
•	engagement of auditors for the preparation and audit of financial statements and tax returns of the company and the managed subsidiaries and other agents, contractors and advisors;
•	termination of the management services agreement and the retirement or removal of our Manager and the appointment of a replacement;
•	any court proceedings, arbitration or other dispute concerning the company or any of the managed subsidiaries, including proceedings against our Manager, except to the extent that our Manager is found by a court to have acted with gross negligence, willful misconduct, bad faith or reckless disregard of its duties;
•	advertising, investor relations and promotion of the company; and
•	complying with any other applicable law or regulation.

Termination of Management Services Agreement

          The company’s board of directors may terminate the management services agreement and our Manager’s appointment only if:

•  our shares underperform a benchmark index by more than 30% in relative terms and more than 2.5% in absolute terms in 16 out of 20 consecutive quarters prior to and including the most recent full quarter, and the holders of a minimum of 66 2/3% of trust stock (excluding any shares of trust stock owned by our Manager or any of Macquarie affiliates) vote to remove our Manager (see example of quarterly performance test calculation below); or

• our Manager materially breaches the terms of the management services agreement and such breach continues unremedied for 60 days after notice; or

•  our Manager acts with gross negligence, willful misconduct, bad faith or reckless disregard of its duties in carrying out its obligations under the management services agreement or engages in fraudulent or dishonest acts; or

• our Manager experiences certain bankruptcy events.

          The management services agreement permits our Manager to resign at any time with 90 days’ written notice to the company, and this right is not contingent upon our finding a replacement. Australian banking regulations that govern the operations of Macquarie Bank Limited and all of its subsidiaries, including our Manager, require that subsidiaries of Australian banks providing management services have these resignation rights. If our Manager resigns, it is under no obligation to find a replacement before

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resigning. However, if our Manager resigns, until the date on which the resignation becomes effective, it will, upon request of the company’s board of directors, use reasonable efforts to assist the company’s board of directors to find replacement management.

          Upon the resignation of our Manager, or a delisting of our shares of trust stock, the company and its managed subsidiaries will cease to use the Macquarie brand entirely upon termination of the management services agreement, including changing their names to remove any reference to “Macquarie,” and causing the trust to change its name to remove any reference to “Macquarie.” Similarly, if our Manager’s appointment is terminated, the trust, the company and its managed subsidiaries will cease to use the Macquarie brand within 30 days of termination.

          If at any time our trust stock ceases to be listed on a recognized U.S. exchange or on the Nasdaq National Market as a result of the acquisition of trust stock by third parties in an amount that results in the trust stock ceasing to meet the distribution and trading criteria of such exchange or market, then:

          (i) (A) any proceeds from the sale, lease or exchange of all of the assets of the company or any of its subsidiaries in excess of 15% of the Value of the Trust as calculated by multiplying the price stated in (i) in the definition of Termination Fee by the aggregate number of shares of trust stock issued and outstanding, other than treasury shares on the date our trust stock ceases to be listed shall be reinvested in new assets of the company within six months of the related sale date without the prior written approval of our Manager;

          (B) neither the company nor any of its subsidiaries shall incur any new indebtedness and neither the company nor any of its subsidiaries shall engage in any transactions with the shareholders of the Company or affiliates of shareholders of the Company without the prior written approval of our Manager; and

          (C) the Macquarie Group shall no longer have any obligation to provide investment opportunities to the company pursuant to the priority protocol; and

          (ii) the Manager, in its sole discretion, shall have the right to elect to provide a proposal for an alternate method to calculate fees on substantially similar terms as set forth in the management services agreement to act as Manager to the board of directors for approval, which approval shall not be unreasonably withheld or delayed; or

          (iii) the Manager may elect to terminate the management services agreement upon 30 days’ written notice and be paid the Termination Fee within 45 days of such notice.

          Where:

          “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 applicable fiscal quarter end date to the date our trust stock ceased to be listed, using the price paid by an acquiror in the transaction or series of transactions that led to the delisting of our trust stock to calculate such fees, plus (ii)(a) if the price stated in (i) above multiplied by the aggregate number of shares of trust stock issued and outstanding, other than treasury shares, on the date of the Delisting Event, is greater than $500 million, 10% of such value, or (b) if the price stated in (i) above multiplied by the aggregate number of shares of trust stock issued and outstanding, other than treasury shares, on the date of the Delisting Event is greater than $500 million, $50 million plus 1.5% of such value in excess of $500 million.

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          Set out below is an example at the quarterly calculation of manager performance that will be performed pursuant to the terms of the management services agreement. The output of the calculations are rounded for use in the example below, however no rounding is applied under the terms of the management services agreement.

Manager Performance Test Example

Assumptions

B =	Average closing of the company accumulation index over the last 15 trading days of the previous fiscal quarter	1.00
C =	Average closing of the company accumulation index over the last 15 trading days of the current fiscal quarter	1.10
J =	US net equity value on the last business day of the previous fiscal quarter	75%
K =	Average closing MSCI US IMI/Utilities Index over the last 15 trading days of the previous fiscal quarter	1.02
L =	Average closing MSCI US IMI/Utilities Index over the last 15 trading days of the current fiscal quarter	1.06
P =	Foreign net equity value on the last business day of the previous fiscal quarter	25%
Q =	Average closing MSCI Europe Utilities Index (in USD) over the last 15 trading days of the previous fiscal quarter	1.00
R =	Average closing MSCI Europe Utilities Index (in USD) over the last 15 trading days of the current fiscal quarter	1.04

(1) Calculation of performance test return for the period

          Performance test return for the period

= (C - B)/ B

= (1.1 - 1)/ 1

= 10%

          This is the total return on the shares of trust stock for the fiscal quarter.

(2) Calculation of performance test benchmark return

          Weighted average percentage change in MSCI US IMI/Utilities Index over the period

= J x (L - K)/ K

= 75% × (1.06 - 1.02)/ 1.02)

= 2.94%

= Y

          Weighted average percentage change in MSCI Europe Utilities Index over the period

= P × (R - Q)/ Q

= 25% × (1.04 - 1)/ 1)

= 1%

= Z

          Performance test benchmark return for the period

= Y + Z

= 2.94% + 1%

= 3.94%

          This is the total return on the benchmark against which the manager’s performance is assessed.

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          Based on the performance test benchmark return for the period, to fail the test for the fiscal quarter, the performance test return for the period must be less than:

(A) 3.94% - 5%

= -1.06%

          and

(B) 70% of 3.94%

= 2.779%

          As the performance test return is greater than (A) (the performance test benchmark return minus 2.5% in absolute terms) and (B) (the performance test benchmark return minus 30% in relative terms) our Manager passed the test for the fiscal quarter in the example above. Subject to a shareholder vote, we can remove our Manager if it fails to pass the performance test illustrated above in 16 out of 20 consecutive fiscal quarters.

     Registration Rights

          Concurrently with the closing of this offering, we will enter into a registration rights agreement with our Manager. Our execution of the registration rights agreement is a condition to the Manager’s obligation to purchase shares of trust stock in the private placement transaction closing concurrently with this offering.

          Our Manager will acquire from the company concurrently with this offering a number of shares of trust stock equal to the number of shares of trust stock having an aggregate purchase price of $35 million, at a purchase price per share equal to the initial public offering price. Pursuant to the terms of the management services agreement, our Manager is required to hold this initial investment for a period of not less than 12 months from the closing of this offering. At any time from and after the first anniversary of such closing, our Manager may dispose of 50% of its initial investment and may dispose of the balance at any time from and after the third anniversary of the closing.

          The registration rights agreement will require us to file, as soon as possible after the first anniversary of the completion of this offering, a registration statement under the Securities Act relating to the resale of the shares of trust stock purchased by our Manager concurrently with this offering as well as shares purchased by the Manager from time to time through the reinvestment of any of its management fees. We will agree to use our best efforts to have the registration statement declared effective as soon as possible thereafter and to maintain effectiveness of the registration statement (subject to limited exceptions). We will be obligated to take certain actions as are required to permit resales of the registrable shares. In addition, our Manager may also require us to include its shares in future registration statements that we file, subject to cutback at the option of the underwriters of any such offering. Shares sold pursuant to any of these registration statements will be freely tradable in the public market without restriction.

     Acquisition Opportunities

          Our Manager has exclusive responsibility for reviewing and making recommendations to the company’s board of directors with respect to acquisition opportunities and dispositions. In the event that an opportunity is not originated by our Manager, the company’s board of directors must seek a recommendation from our Manager prior to making a decision concerning any acquisition or disposition. Our Manager is not required to offer the company opportunities where an investment vehicle managed by affiliates of our Manager that are part of the Macquarie Group’s Infrastructure and Specialised Funds division has priority to pursue the opportunity.

          Our Manager and its affiliates will refer to the company’s board of directors any acquisition opportunities listed below in the U.S. in infrastructure sectors with “user pays,” contracted and regulated assets as described in “Summary” and “Business — General — Industry” that are made available by any source to the Infrastructure and Specialised Funds division of the Macquarie Group and that our chief

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executive officer pursuant to our acquisition criteria adopted by the company’s board of directors deems to be suitable acquisitions for the company.

     U.S. Acquisition Priorities

          The company has first priority ahead of all current and future entities managed by our Manager or its affiliates that are part of the Macquarie Group’s Infrastructure and Specialised Funds division, in each of the following acquisition opportunities within the U.S.:

Sector
Airport fixed base operations
Airport parking
District energy
User pays assets, contracted assets and regulated assets as defined below that represent an investment of greater than AUD 40 million ($29.4 million as of October 8, 2004), subject to the following qualifications:
	Roads	The company has second priority after Macquarie Infrastructure Group
	Communications	The company has second priority after Macquarie Communications Infrastructure Group
	Airport ownership	The company has second priority after Macquarie Airports (consisting of Macquarie Airports Group and Macquarie Airports)
	Regulated Assets (including, but not limited to, electricity and gas transmission and distribution and water services):	The company has second priority after Macquarie Essential Assets Partnership, or MEAP, until such time as MEAP has invested a further CAD 45 million in the United States. Thereafter the company will have first priority.

          User pays assets mean businesses that are transportation-related and derive a majority of their revenues from a per use fee or charge.

          Contracted assets mean businesses that derive a majority of their revenues from long-term contracts with other businesses or governments.

          Regulated assets mean businesses that are the sole or predominant providers of at least one essential service in their service areas and are regulated by government-entities with reference to the level of revenue earned or charges imposed.

          The company has first priority ahead of all current and future entities managed by our Manager or its affiliates in all infrastructure acquisition opportunities originated by a party other than our Manager or affiliates of our Manager where such party offers the opportunity exclusively to the company and not to any other entity managed by our Manager or its affiliates.

     Fees

          The company and the managed subsidiaries will compensate our Manager for managing our operations through base management fees and performance fees, which are described below. Within five business days of the closing of this offering, the company also will pay our Manager a fee in the amount of $8 million for services provided in preparing the company for the offering.

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          The company will pay our Manager a base management fee each fiscal quarter for services provided in the amount of (i) 0.375% per fiscal quarter of net investment value up to $500 million, (ii) $1.875 million per fiscal quarter plus 0.3125% per fiscal quarter of net investment value over $500 million and up to $1.5 billion or (iii) $5.0 million per fiscal quarter plus 0.25% per fiscal quarter of net investment value over $1.5 billion, 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 date of the closing of this offering, less:

      (A) the amount of any fees paid by the company or any of its subsidiaries during the fiscal quarter to any individuals seconded to the company or to any officer, director, staff member or employee of our Manager or its affiliates, received as compensation for serving as a director on the boards of directors of the company, any of the company’s subsidiaries or any company in which the company or its subsidiaries has invested, excluding amounts paid as reimbursement for expenses, in each case to the extent such fees are not subsequently paid to the company or any of its subsidiaries; less

      (B) the amount of any base management fees other than performance-based management fees payable to our Manager or its affiliates in relation to the management of an investment vehicle managed by a member of the Macquarie Group for that fiscal quarter (calculated in USD using the applicable exchanges rate on the last business day of such fiscal quarter) multiplied by the company’s percentage ownership in the investment vehicle managed by a member of the Macquarie Group 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 our Manager and will be adjusted to actual in the fiscal quarter such fee becomes available; and less

      (C) all base management fees previously earned in any fiscal quarter in relation to any future investment when it is determined conclusively during the relevant fiscal quarter that such future investment will not be completed.

          For purposes of calculating the base management fees under the management services agreement, net investment value is calculated as follows:

• volume-weighted average market capitalization over the last 15 trading days of the quarter (based on the volume-weighted average trading prices and average number of outstanding shares of trust stock);

• plus the amount of debt with recourse to the company or to its directly owned subsidiaries;

• plus the value of firm commitments for future investments; and

• less cash and cash equivalents held by the company and its managed subsidiaries.

          Base management fees and performance fees are payable in cash. Our Manager may elect to reinvest all or any portion of its fees in shares of trust stock. If our Manager elects to reinvest its fees in shares of trust stock, the price of the shares is based on the volume-weighted average trading price of the outstanding shares over the 15 trading days beginning on the trading day immediately following a record date with respect to the payment at cash dividends relating to the most recent fiscal quarter. The company will, and will cause the trust to, at all times maintain an ability to issue additional LLC interests and shares of trust stock, respectively, as required to enable our Manager to reinvest the management fees.

          The company will pay performance fees to our Manager based on the total returns to shareholders, or the company accumulation index, relative to a benchmark. The benchmark is comprised of a weighted average of the MSCI US IMI/Utilities Index and the MSCI Europe Utilities Index (in U.S. dollars) both calculated on a total return basis. In the event that a more suitable benchmark becomes available, the benchmark may be changed as agreed upon by the company and our Manager. The weighting will be adjusted quarterly in advance to reflect the fair values in U.S. dollars of our U.S. and non-U.S. assets. The first period company accumulation index will be calculated using the offering price to the public in this offering as the starting point.

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          Performance fees are calculated and payable quarterly in arrears in the amount of 20% of outperformance of the company accumulation index over the benchmark. Performance fees are payable only if there is a positive total return in the company accumulation index. If there is a negative total return in the company accumulation index but the company accumulation index outperforms the benchmark, such outperformance is carried forward and included in the calculation in the subsequent period. Any underperformance of the company accumulation index relative to the benchmark is carried forward and included in the calculation in the subsequent period.

          In the event of an offering by the trust greater than or equal to 15% of the total number of shares of trust stock issued and outstanding, the performance fee calculated in the fiscal quarter in which the offering occurred will be adjusted to reflect the performance of the price of such shares relative to the performance of the benchmark for the period from the date of such offering to the end of the relevant fiscal quarter.

          By way of illustration, the tables below provide an example of a quarterly base management fee calculation and three examples of quarterly performance fee calculations. The output of the calculations are rounded for use in the examples below, however no rounding is applied under the terms of the management services agreement.

Base Management Fee Example

Assumptions

A1 =	Average number of trust stock issued and outstanding over the last 15 trading days of the fiscal quarter		25,000,000
A2 =	Volume weighted average trading price per share of trust stock over the last 15 trading days of the fiscal quarter	$	20
A =	Market value of the trust stock (A) = (A1) x (A2)	$	500,000,000
B =	External borrowings of the company and the managed subsidiaries at the end of the fiscal quarter not on behalf of a subsidiary	$	100,000,000
C =	Future investments as at the end of the fiscal quarter		Nil
D =	Cash balances of the company and the managed subsidiaries at the end of the fiscal quarter	$	20,000,000
E =	Non-performance based management fees earned by an affiliate of the Manager from the management of a Macquarie managed investment vehicle in which the company has an investment	$	1,000,000
F =	The company’s percentage ownership in the Macquarie managed investment vehicle on the last day of the fiscal quarter		15%
G =	Unreimbursed fees paid to secondees or employees of the Manager		NIL
H =	Base management fees previously earned by the Manager on future investments not completed		NIL

          The net investment value for the fiscal quarter is calculated as follows:

= A + B + C - D

= $500,000,000 + $100,000,000 + $0 - $20,000,000

= $580,000,000

          The base management fee for the fiscal quarter is calculated as follows:

= (applicable rate x net investment value) - (E × F) - G - H

= (0.375% × $500,000,000) + (0.3125% x $80,000,000)

+ (0.25%x $0) - ($1,000,000 x 15%)

= $1,875,000 + $250,000 + $0 - $150,000

= $1,975,000

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Performance Fee Example 1 — Outperformance and Performance Fee Paid

Assumptions

A =	Average market capitalization of the trust over the last 15 trading days of the previous fiscal quarter	$	500,000,000
B =	Average closing of the company accumulation index over the last 15 trading days of the previous fiscal quarter		1.00
C =	Average closing of the company accumulation index over the last 15 trading days of the current fiscal quarter		1.05
J =	U.S. net equity value on the last business day of the previous fiscal quarter		65%
K =	Average closing MSCI US IMI/Utilities Index over the last 15 trading days of the previous fiscal quarter		1.00
L =	Average closing MSCI US IMI/Utilities Index over the last 15 trading days of the current fiscal quarter		1.02
P =	Foreign net equity value on the last business day of the previous fiscal quarter		35%
Q =	Average closing MSCI Europe Utilities Index (in USD) over the last 15 trading days of the previous fiscal quarter		1.00
R =	Average closing MSCI Europe Utilities Index (in USD) over the last 15 trading days of the current fiscal quarter		1.03
D =	“Deficit” carried forward from the previous period		Nil
S =	“Surplus” carried forward from the previous period		Nil

          The performance fee is 20% of the return for the period above the benchmark return for that period, after allowing for any “deficit” or “surplus” carried forward from previous periods.

(1)  Calculation of return for period

          Return for the period:

= A × (C - B)/ B

= $500,000,000 × (1.05 - 1)/ 1

= $25,000,000

          Return for the period after allowing for any surplus carried forward:

= Return for the period + S

= $25,000,000 + $0

= $25,000,000

(2)  Calculation of benchmark return for period

          Weighted average percentage change in MSCI US IMI/ Utilities Index over the period:

= J × (L - K)/ K

= 65% × (1.02 - 1)/ 1

= 1.3%

= Y

          Weighted average percentage change in MSCI Europe Utilities Index (in USD) over the period:

= P × (R - Q)/ Q

= 35% × (1.03 - 1)/ 1

= 1.05%

= Z

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          Benchmark return for the period:

= A × (Y + Z)

= $500,000,000 × (1.3% + 1.05%)

= $11,750,000

          Benchmark return for the period after allowing for deficit carried forward:

= Benchmark return for the period + D

= $11,750,000 + $0

= $11,750,000

          Performance fee for the period:

= 20% × (return - benchmark return)

= 20% × ($25,000,000 - $11,750,000)

= 20% × ($13,250,000)

= $2,650,000

          As the return for the fiscal quarter is greater than the benchmark return for the fiscal quarter, a performance fee is payable in respect of the period to the order of $2,650,000.

          Deficit carried forward to next period:

= $0

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Performance Fee Example 2 — Underperformance and Deficit Carried Forward

Assumptions

A	= Average market capitalization of the trust over the last 15 trading days of the previous fiscal quarter	$	500,000,000
B	= Average closing of the company accumulation index over the last 15 trading days of the previous fiscal quarter		1.05
C	= Average closing of the company accumulation index over the last 15 trading days of the current fiscal quarter		1.02
J	= U.S. net equity value on the last business day of the previous fiscal quarter		70	%
K	= Average closing MSCI US IMI/Utilities Index over the last 15 trading days of the previous fiscal quarter		1.02
L	= Average closing MSCI US IMI/Utilities Index over the last 15 trading days of the current fiscal quarter		1.05
P	= Foreign net equity value on the last business day of the previous fiscal quarter		30	%
Q	= Average closing MSCI Europe Utilities Index (in USD) over the last 15 trading days of the previous fiscal quarter		1.03
R	= Average closing MSCI Europe Utilities Index (in USD) over the last 15 trading days of the current fiscal quarter		1.06
D	= “Deficit” carried forward from the previous period		Nil
S	= “Surplus” carried forward from the previous period		Nil

          The performance fee is 20% of the return for the period above the benchmark return for that period, after allowing for any “deficit” or “surplus” carried forward from previous periods.

(1)  Calculation of return for period

          Return for the period

= A × (C - B)/ B

= $500,000,000 × ( 1.02 - 1.05 )/ 1.05

= $-14,285,714

          Return for the period after allowing for any surplus carried forward

= Return for the period + S

= $-14,285,714 + $0

= $-14,285,714

(2)  Calculation of benchmark return for period

          Weighted average percentage change in MSCI US IMI/Utilities Index over the period:

= J × (L - K)/ K

= 70% × ( 1.05 - 1.02)/ 1.02

= 2.06%

= Y

          Weighted average percentage change in MSCI Europe Utilities Index (in USD) over the period:

= P × (R - Q)/ Q

= 30% × ( 1.06 - 1.03)/ 1.03

= 0.87%

= Z

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          Benchmark return for the period:

= A × (Y + Z)

= $500,000,000 × (2.06% + 0.87%)

= $14,650,000

          Benchmark return for the period after allowing for deficit carried forward:

= Benchmark return for the period + D

= $14,650,000 + $0

= $14,650,000

          Performance fee for the period:

= 20% × (return - benchmark return)

= 20% × ( - $14,285,714 - $14,650,000)

= $0 since return < benchmark return

          As the return for the fiscal quarter is less than the benchmark return for the fiscal quarter, no performance fee is payable in respect of the period and a deficit is carried forward.

          Deficit carried forward to next period:

= - $14,285,714 - $14,650,000

= $28,935,714

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Performance Fee Example 3 — Outperformance and Performance Fee Paid After recovery of Carried Forward Deficit

Assumptions

A	=	Average market capitalization of the trust over the last 15 trading days of the previous fiscal quarter	$	500,000,000
B	=	Average closing of the company accumulation index over the last 15 trading days of the previous fiscal quarter		1.02
C	=	Average closing of the company accumulation index over the last 15 trading days of the current fiscal quarter		1.10
J	=	U.S. net equity value on the last business day of the previous fiscal quarter		75	%
K	=	Average closing MSCI US IMI/Utilities Index over the last 15 trading days of the previous fiscal quarter		1.05
L	=	Average closing MSCI US IMI/Utilities Index over the last 15 trading days of the current fiscal quarter		1.06
P	=	Foreign net equity value on the last business day of the previous fiscal quarter		25	%
Q	=	Average closing MSCI Europe Utilities Index (in USD) over the last 15 trading days of the previous fiscal quarter		1.06
R	=	Average closing MSCI Europe Utilities Index (in USD) over the last 15 trading days of the current fiscal quarter		1.04
D	=	“Deficit” carried forward from the previous period	$	28,935,714
S	=	“Surplus” carried forward from the previous period		Nil

          The performance fee is 20% of the return for the period above the benchmark return for that period, after allowing for any “deficit” or “surplus” carried forward from previous periods.

(1)  Calculation of return for period

          Return for the period:

= A × (C - B)/ B

= $500,000,000 × (1.1 - 1.02)/ 1.02

= $39,215,686

          Return for the period after allowing for any surplus carried forward:

= Return for the period + S

= $39,215,686 + $0

= $39,215,686

(2)  Calculation of benchmark return for period

          Weighted average percentage change in MSCI US IMI/Utilities Index over the period:

= J × (L - K)/ K

= 75% × (1.06 - 1.05 )/ 1.05

= 0.71%

= Y

          Weighted average percentage change in MSCI Europe Utilities Index (in USD) over the period:

= P × (R - Q)/ Q

= 25% × (1.04 - 1.06)/ 1.06

= -0.47%

= Z

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          Benchmark return for the period:

= A × (Y + Z)

= $500,000,000 × (0.71% - 0.47%)

= $1,200,000

          Benchmark return for the period after allowing for deficit carried forward:

= Benchmark return for the period + D

= $1,200,000 + $28,935,714

= $30,135,714

          Performance fee for the period:

= 20% × (return - benchmark return)

= 20% × ($39,215,686 - $30,135,714)

= 20% × ($9,079,972)

= $1,815,994

          As the return for the fiscal quarter is greater than the benchmark return for the fiscal quarter after allowing for recovery at the deficit, a performance fee is payable in respect of the period to the order of $1,815,994

          Deficit carried forward to next period:

= $0.

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PRINCIPAL SHAREHOLDERS/ SECURITY OWNERSHIP

OF DIRECTORS AND EXECUTIVE OFFICERS

Not applicable.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Our Relationship with the Macquarie Group

          We will use the proceeds from this offering to acquire our initial businesses and investments for cash from the Macquarie Group or from infrastructure investment vehicles managed by the Macquarie Group. See “The Acquisition of Our Initial Businesses and Initial Investments.”

          The terms and pricing of the agreements with respect to our acquisitions of our initial businesses and investments from the Macquarie Group and from investment vehicles managed by the Macquarie Group and the terms of our management services agreement and registration rights agreement which we intend to enter into were negotiated among Macquarie Group affiliated entities in the overall context of this offering. There was no review by unaffiliated third parties, including by the company’s independent board members, on our behalf of the pricing or the terms of the agreements which we have entered into or intend to enter into. As a result, provisions of these agreements may be less favorable to the company than they might have been had they been produced by arm’s-length transactions between unaffiliated third parties.

          In connection with the acquisition of our initial businesses and investments, financial advisory and facility fees of approximately $10.4 million with respect to Atlantic, approximately $6.4 million in relation to Thermal Chicago and Northwind Aladdin and a proportionate share (17.5%) of approximately £4 million with respect to SEW paid to affiliates of the Macquarie Group are included in the purchase price. In addition, we expect to pay financial advisory and facility fees to the Macquarie Group in relation to the acquisition of GAH by Atlantic of approximately $2.1 million.

          The acquisition of Atlantic by North America Capital was partially financed with a short-term bridge loan facility provided by Macquarie International Finance Limited, a subsidiary of Macquarie Bank Limited, which was transferred to Macquarie Bank Limited on September 30, 2004. The stock purchase agreement for North America Capital includes a condition precedent requiring the bridge facility to be refinanced through Macquarie Bank Limited or otherwise prior to closing on terms satisfactory to us. The Macquarie Group is in discussions to refinance the Atlantic bridge facility with a term credit facility of the same amount.

          We have agreed that affiliates of the Macquarie Group will have preferred provider status in respect of any financial advisory services to be contracted for by us or our subsidiaries. We will contract for such services on an arm’s-length basis on market terms upon approval by our independent directors. Any fees payable for such financial advisory services are in addition to all fees paid under the management services agreement as described in “Our Manager — Management Services Agreement — Fees.”

Contractual Arrangements

     Management Services Agreement

          The company and its managed subsidiaries intend to enter into a management services agreement, with pursuant to which the company and its managed subsidiaries will appoint Macquarie Infrastructure Management (USA) Inc. as our Manager. See “Our Manager — Management Services Agreement.”

Private Placement Agreement

          Our Manager has agreed to purchase from us at the closing of this offering in a separate private placement transaction a number of shares having an aggregate purchase price of $35 million at a per share price equal to the initial public offering price. Our Manager has agreed with us that it will not sell any of these shares until one year after the closing of this offering. Thereafter, it may sell up to 50% of these shares

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beginning on the first anniversary of the closing of this offering and the balance beginning on the third anniversary of the closing of this offering.

     Registration Rights Agreement

          We intend to enter into a registration rights agreement for the sale of shares of trust stock by our Manager. See “Our Manager — Management Services Agreement” for a discussion of this agreement.

     Our Related Party Transaction Policy

          Prior to the completion of this offering, the board of directors will adopt the code of ethics and conduct establishing the standards of ethical conduct applicable to all directors, officers and employees, as applicable, of the company and its subsidiaries, our Manager, employees of our Manager and any other affiliate of our Manager who is performing management services for the company.

          The code will address, among other things, conflicts of interest and related party transactions generally and will require audit committee approval of all related party transactions. The code specifically requires audit committee approval for transactions between us and any affiliate of our Manager, including mandates for advisory services, acquisitions or sales, co-investment decisions or the provision of any other services to us.

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DESCRIPTION OF SHARES

General

          The following is a summary of the material terms of the shares representing beneficial interests in Macquarie Infrastructure Company Trust, which we refer to as the trust stock, and the limited liability company interests of Macquarie Infrastructure Company LLC, which we refer to as the LLC interests. The amended and restated trust agreement, which we refer to as the trust agreement, and the amended and restated LLC agreement, which we refer to as the LLC agreement, provide for the issuance of the trust stock and LLC interests, respectively, and the distributions on and voting rights of the trust stock and the LLC interests, respectively. The following description is subject to the provisions of the Delaware Statutory Trust Act and the Delaware Limited Liability Company Act. Certain provisions of the LLC agreement and the trust agreement are intended to be consistent with the Delaware General Corporation Law and generally the powers of the company, the governance processes and the rights of the trust as the holder of the LLC interests and the shareholders of the trust are intended to be similar in many respects to those of a Delaware corporation. In some instances, this summary refers to specific differences between the rights of holders of trust stock or LLC interests, on one hand, and the rights of shareholders of a Delaware corporation, on the other hand. Similarly, in some instances this summary refers to specific differences between the attributes of shares of trust stock or LLC interests, on one hand, and shares of stock of a Delaware corporation, on the other hand. The statements that follow are subject to and are qualified in their entirety by reference to all of the provisions of each of the trust agreement and the LLC agreement, which will govern your rights as a holder of the trust stock or LLC interests, as applicable, which we have filed with the SEC as exhibits to the registration statement of which this prospectus forms a part.

Authorized Trust Stock

          Each share of trust stock represents an undivided beneficial interest in the trust and each share of trust stock corresponds to one underlying LLC interest of the company owned by the trust. Unless the trust is dissolved, it must remain the sole holder of 100% of the LLC interests and at all times the company will have outstanding the identical number of LLC interests as the number of outstanding shares of trust stock. The trust is authorized to issue 500,000,000 shares of trust stock and the company is authorized to issue a corresponding number of LLC interests. Immediately following the completion of this offering, the trust will have                shares outstanding, or                shares outstanding if the underwriters exercise their overallotment option in full, and the company will have an equal number of corresponding LLC interests outstanding. The trust cannot issue any other class of trust stock, and the company does not intend to issue any other class of LLC interests. All shares and LLC interests will be fully paid and nonassessable upon payment therefor.

     Dividends

          The company, acting through its board of directors, is expected to declare and pay dividends on the LLC interests to the trust as the sole holder of those interests. For so long as the trust is the sole member of the company, upon receipt of any dividends declared and paid by the company, the trust will, pursuant to the terms of the trust agreement, distribute the whole amount of those dividends in cash to its shareholders, in proportion to their percentage ownership of the trust, as they appear on the share register on the related record date. The company may declare and pay dividends to the holders of its LLC interests from its net cash flow. “Net cash flow,” for any period, is defined as the gross cash proceeds of the company for such period less the portion used to pay or establish reserves for company expenses, debt payments, capital improvements, replacements and contingencies, all as determined by the board of directors of the company. Net cash flow will not be reduced by depreciation, amortization, cost recovery deductions or similar allowances, but will be increased by any reductions of reserves discussed in the prior sentence.

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     Voting Rights

          Each outstanding share of trust stock is entitled to one vote for each share on any matter with respect to which members of the company are entitled to vote, as provided in the LLC agreement and as detailed below. Pursuant to the terms of the LLC agreement and the trust agreement, unless the trust is dissolved, it must remain the sole holder of the LLC interests and, with respect to those matters reserved to the members of the company, the company will act at the direction of the trust. The company, as sponsor of the trust, will provide to the trust, for transmittal to shareholders of the trust, the appropriate form of proxy to enable shareholders of the trust to exercise, in proportion to their percentage ownership of trust stock, the voting rights of the trust, and the trust will vote its LLC interests in a manner that reflects the vote of holders of the trust stock. For the purposes of this summary, the voting rights of members of the company that effectively will be exercised by the shareholders of the trust by proxy will be referred to as the voting rights of the holders of the trust stock.

          The LLC agreement provides that the members are entitled, at the annual meeting of members of the company, to vote for the election of all of the directors other than the director appointed by our Manager. Because neither the trust agreement nor the LLC agreement provides for cumulative voting rights, the holders of a plurality of the voting power of the then outstanding shares of the trust, the company’s sole member, represented at a meeting will effectively be able to elect all the directors of the company standing for election.

Right to Bring a Derivative Action and Enforcement of the Provisions of the LLC Agreement by Holders of the Trust Stock

          The LLC agreement provides that a holder of trust stock has the right to directly institute a legal proceeding against the company to enforce the provisions of the LLC agreement. In addition, the LLC agreement and the trust agreement provide that holders of ten percent or more of the outstanding shares of trust stock have the right to cause the trust to bring a derivative action in the right of the company under Section 18-1001 of the Delaware Limited Liability Company Act.

     Optional Purchase

          The LLC agreement and the trust agreement provide that, if at any time more than 90% of the then outstanding shares of trust stock are held by one person, who we refer to as the acquirer, such acquirer has the right, but not the obligation, to cause the company, as sponsor of the trust, acting through its board of directors, to cause the trust to mandatorily exchange all shares of trust stock then outstanding for an equal number of LLC interests, which we refer to as an acquisition exchange, and dissolve the trust. The company, as sponsor of the trust, acting through its board of directors, will use reasonable efforts to cause the transfer agent of the trust stock to mail a copy of notice of such exchange to the shareholders of the trust at least 30 days prior to the exchange of shares of trust stock for LLC interests. Upon the completion of such acquisition exchange, each holder of shares of trust stock immediately prior to the completion of the acquisition exchange will be admitted to the company as a member in respect of a number of LLC interests equal to the number of shares of trust stock held at such time by such holder and the trust will cease to be a member of the company.

          Following the exchange, the acquirer has the right to purchase for cash all outstanding LLC interests that the acquirer does not own. The acquirer can exercise its right to effect such purchase by delivering notice, not less than 30 days prior to the date which it selects for the purchase, to the company and the transfer agent for the LLC interests of its election to make the purchase. The company will use reasonable efforts to cause the transfer agent to mail the notice of the purchase to the record holders of the LLC interests.

          Upon the acquirer’s exercise of its purchase right, members other than the acquirer shall be required to sell all, but not less than all, of their outstanding LLC interests at the offer price. The offer price will be equal to the average closing price (as described below) per LLC interest on the 20 trading days immediately prior to, but not including, the date of the acquisition exchange. While this provision of

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the LLC agreement provides for a fair price requirement, the LLC agreement does not provide members with appraisal rights that shareholders of a Delaware corporation would be entitled to under Section 262 of the Delaware General Corporation Law.

          The closing price of the LLC interests on any date of determination means:

•  the closing sale price (or, if no closing price is reported, the last reported sale price) of a share of trust stock or an LLC interest, as applicable, (regular way), on the NYSE on such date;

•  if the trust stock or the LLC interests are not listed for trading on the NYSE on any such date, the closing sale price as reported in the composite transactions for the principal U.S. securities exchange on which the trust stock or the LLC interests, as applicable, are so listed;

•  if the trust stock or the LLC interests, as applicable, are not so listed on a U.S. national or regional securities exchange, the price as reported by the Nasdaq National Market;

•  if the trust stock or the LLC interests, as applicable, are not so reported, the last quoted bid price for the trust stock or the LLC interests, as applicable, on the over-the-counter market as reported by the National Quotation Bureau or a similar organization; or

•  if the trust stock or the LLC interests, as applicable, are not so quoted, the average of the mid-point of the last bid and ask prices for the trust stock or the LLC interests, as applicable, from at least three nationally recognized investment firms that the company selects for such purpose.

     Mandatory Exchange

          The LLC agreement and the trust agreement provide that in the event that either (i) the trust or the company, or both, is, or is reasonably likely to be, treated as a corporation for U.S. federal income tax purposes, (ii) the trust is, or reasonably likely to be, required to issue Schedules K-1 to holders of trust stock or (iii) the existence of the trust otherwise results or is reasonably likely to result, in a material tax detriment to the trust, the holders of trust stock, the company or any of the members, and the board of directors obtains an opinion of counsel to such effect the company, as sponsor of the trust, acting through its board of directors, must cause the trust to exchange all shares of trust stock then outstanding for an equal number of LLC interests, which we refer to as a mandatory exchange, and dissolve the trust. The company, as sponsor of the trust, acting through its board of directors, will use reasonable efforts to cause the transfer agent for the trust stock to mail a copy of notice of such exchange to the shareholders of the trust at least 30 days prior to the mandatory exchange of shares of trust stock for LLC interests. Upon the completion of a mandatory exchange, each holder of shares of trust stock immediately prior to the completion of the mandatory exchange will be admitted to the company as a member in respect of a number of LLC interests equal to the number of shares of trust stock held at such time by such holder and the trust will cease to be a member of the company.

     Election by the Company

          In circumstances where the trust has been dissolved, the LLC agreement provides that the board of directors may, without the consent of the members, cause the company to elect to be treated as a corporation for U.S. federal income tax purposes if the board receives an opinion from a nationally recognized financial advisor to the effect that the market valuation of the company is expected to be significantly lower as a result of the company continuing to be treated as a partnership for U.S. federal income tax purposes than if the company instead elected to be treated as a corporation for U.S. federal income tax purposes.

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     Dissolution of the Trust and the Company

          In addition to the dissolution of the trust upon the occurrence of an acquisition exchange or a mandatory exchange, the LLC agreement provides for the dissolution and winding up of the company upon the occurrence of: (1) the adoption of a resolution by a majority vote of the board of directors approving the dissolution, winding up and liquidation of the company and such action has been approved by the affirmative vote of at least a majority of the outstanding shares of trust stock of the company’s sole member, (2) the unanimous vote of its members to dissolve, wind up and liquidate the company or (3) a judicial determination that an event has occurred that makes it unlawful, impossible or impractical to carry on the business of the company in accordance with Section 18-802 of the Delaware Limited Liability Company Act. Following the occurrence of a dissolution event with respect to the company, each share of trust stock will be mandatorily exchanged for an LLC interest and the company will then be liquidated in accordance with the terms of the LLC agreement. Upon liquidation and winding up of the company, the then holders of LLC interests will be entitled to share ratably in the assets of the company legally available for distribution.

Anti-Takeover Provisions

          Certain provisions of the management services agreement, the trust agreement and the trust agreement and the LLC agreement, which will become effective upon the closing of this offering, may make it more difficult for third parties to acquire control of the trust and the company by various means. These provisions could deprive the shareholders of the trust of opportunities to realize a premium on the shares of trust stock owned by them. In addition, these provisions may adversely affect the prevailing market price of the trust stock. These provisions are intended to:

• enhance the likelihood of continuity and stability in the composition of the board of directors of the company and in the policies formulated by the board;

• discourage certain types of transactions which may involve an actual or threatened change in control of the trust and the company;

• discourage certain tactics that may be used in proxy fights;

• encourage persons seeking to acquire control of the trust and the company to consult first with the board of directors of the company to negotiate the terms of any proposed business combination or offer; and

• reduce the vulnerability of the trust and the company to an unsolicited proposal for a takeover that does not contemplate the acquisition of all of the outstanding shares of trust stock or that is otherwise unfair to shareholders of the trust.

Anti-Takeover Effects of the Management Services Agreement

          The limited circumstances in which our Manager may be terminated means that it will be very difficult for a potential acquirer of the company to take over the management and operation of our business. Under the terms of the management services agreement, our Manager may only be terminated by the company in the following circumstances:

•  our shares underperform a benchmark index by more than the greater of 30% in relative terms or 2.5% in absolute terms in not less than 16 out of 20 quarterly periods prior to and including the most recent full quarter, and the holders of a minimum of 66 2/3% of trust stock (excluding any shares of trust stock owned by our Manager or any of its affiliates) vote to remove our Manager;

• our Manager materially breaches the terms of the management services agreement and such breach continues unremedied for 60 days after notice;

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•  our Manager acts with gross negligence, willful misconduct, bad faith or reckless disregard of its duties in carrying out its obligations under the management services agreements or engages in fraudulent or dishonest acts; or

• our Manager experiences certain bankruptcy events.

          In addition to the limited circumstances in which our Manager can be terminated under the terms of the management services agreement, the management services agreement provides that in circumstances where the trust stock ceases to be listed on a recognized U.S. exchange on the Nasdaq National Market as a result of the acquisition of trust stock by third parties in an amount that results in the trust stock ceasing to meet the distribution and trading criteria on such exchange or market, the Manager has the right to either propose an alternate fee structure and remain our Manager or terminate the management services agreement and be paid a substantial termination fee.

          Under the terms of the management services agreement, our Manager may resign at any time upon 90 days’ notice and be paid a termination fee, which could be substantial. This termination fee could delay or prevent a change of control that may favor our shareholders. Furthermore, in the event the management services agreement is terminated upon the resignation of our Manager or a delisting of our shares, the trust and the company, as well as each of their direct and indirect subsidiaries, will be required to change their names to remove any reference to “Macquarie.” In the event our Manager’s appointment is terminated upon notice by the company’s board of directors, the trust and the company and such subsidiaries will be required to change their names to remove any reference to “Macquarie” within 30 days of such termination. This might cause the value of the company and the market price of the trust stock to decline.

Anti-Takeover Provisions in the Trust Agreement and the LLC Agreement

          A number of provisions of the LLC agreement and the trust agreement also could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring, control of the trust and the company. The LLC agreement prohibits the merger or consolidation of the company with or into any limited liability company, corporation, trust or any other unincorporated business or the sale, lease or exchange of all or substantially all of the company’s assets unless the board of directors adopts a resolution by a majority vote approving such action and unless such action is approved by the affirmative vote of a majority of the outstanding shares of trust stock of the company’s sole member; provided, however, that any shares of trust stock held by the Manager or an affiliate or associate of the Manager, shall not be entitled to vote to approve any merger or consolidation with or into, or sale, lease or exchange to, the Manager or any affiliate or an associate thereof. In addition, the LLC agreement and the trust agreement contain provisions based on Section 203 of the Delaware General Corporation Law, which prohibit the company and the trust from engaging in a business combination with an interested shareholder unless such business combination is approved by the affirmative vote of the holders of 66 2/3% of the outstanding trust stock of the company’s sole member (other than those shares held by the interested shareholder).

          A “business combination” means:

• any merger or consolidation of the trust, the company or subsidiary of the company with an interested shareholder or any person that is, or after such merger or consolidation would be, an affiliate or associate of an interested shareholder; or

•  any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with, an interested shareholder or an affiliate or associate of an interested shareholder, of any assets of the trust, the company or subsidiary of the company, having an aggregate fair market value of not less than ten percent of the aggregate market value of the company; or

• the issuance or transfer by the trust, the company or any subsidiary of the company (in one transaction or series of transactions) of any securities of the trust, the company or any subsidiary of the company to an interested shareholder or an affiliate or associate of an

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	interested shareholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate fair market value of not less than ten percent of the aggregate market value of the company; or
•	any spinoff or split-up of any kind of the trust, the company or a subsidiary of the company proposed by or on behalf of an interested shareholder or an affiliate or associate of the interested shareholder; or
•	any reclassification of securities (including any reverse split of shares of trust stock or LLC interests, or both) or recapitalization of the trust or the company, or both, or any merger or consolidation of the company with any subsidiary of the company, or any other transaction that has the effect of increasing the percentage of the outstanding shares of the trust, the company or any subsidiary of the company or any class of securities of, the company or any subsidiary of the company convertible or exchangeable for shares of trust stock, LLC interests or equity securities, as the case may be, that are directly or indirectly owned by an interested shareholder or any affiliate or associate of an interested shareholder; or
•	any agreement, contract or other arrangement providing for any one or more of the actions in the above bullet points.

          “Fair market value” means: (i) in the case of equity securities, the average of the closing sale prices during the ten-day period immediately preceding the date in question of such equity securities:

• on the NYSE (regular way);

• if such equity securities are not listed for trading on the NYSE, as reported in the composite transactions for the principal U.S. national or regional securities exchange on which such equity securities are so listed;

• if such equity securities are not so listed on a principal U.S. national or regional securities exchange, the price as reported by the Nasdaq National Market;

• if such equity securities are not so reported, the last quoted bid price for such equity securities, in the over-the-counter market as reported by the National Quotation Bureau or a similar organization; or

• if such equity securities are not so quoted, the fair market value of such equity securities, as determined by a majority of the continuing directors in good faith;

and (ii) in the case of property other than cash or equity securities, the fair market value of such property on the date in question as determined in good faith by a majority of the continuing directors. A “continuing director” is defined as a director who is not the interested shareholder or an affiliate or associate of such interested shareholder and was a director prior to the time such interested shareholder became an interested shareholder, or the successor of such director who is recommended or elected to succeed a continuing director by the affirmative vote of a majority of continuing directors then on the board of directors.

          An “interested shareholder” is a person (other than the Manager) who:

•  is, or was at any time within the three-year period immediately prior to the date in question, the beneficial owner of 15% or more of the shares of trust stock or LLC interests, as the case may be, and who did not become the beneficial owner of such amount of shares of trust stock or LLC interests, as the case may be, pursuant to a transaction that was approved by a majority vote of the board of directors; or

• is an assignee of, or has otherwise succeeded to, any shares of trust stock or LLC interests, as the case may be, of which an interested shareholder was the beneficial owner at any time within the three-year period immediately prior to the date in question, if such assignment or succession occurred in the course of a transaction not involving a public offering.

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          Subject to the right of our Manager to appoint one director and his or her successor in the event of a vacancy, the LLC agreement authorizes only the board of directors of the company to fill vacancies, including for newly created directorships. This provision could prevent a shareholder of the trust from effectively obtaining an indirect majority representation on the board of directors of the company by permitting the existing board to increase the number of directors and to fill the vacancies with its own nominees. The LLC agreement also provides that directors may be removed only for cause and only effectively by the affirmative vote of holders of 66 2/3% of the outstanding trust stock of the company’s sole member.

          The trust agreement and the LLC agreement do not permit holders of the trust stock to act by written consent. Instead, shareholders may only take action, via proxy, which, when the action relates to the trust’s exercise of its rights as a member of the company, may be presented at a duly called annual or special meeting of members of the company and will constitute the vote of the trust. For so long as the trust remains the company’s sole member, the trust shall act by written consent, including to vote its LLC interests in a manner that reflects the vote by proxy of the holders of the trust stock. Furthermore, the LLC agreement provides that special meetings of members of the company, with respect to which holders of trust stock may be required to vote by proxy as provided above, may only be called by the chairman of the board of directors of the company or by resolution adopted by the board of directors. The trust agreement and the LLC agreement also provide that members, or holders of trust stock effectively exercising the voting rights of the trust as sole member of the company, as the case may be, seeking to bring business before an annual meeting of members or to nominate candidates for election as directors at an annual meeting of members of the company, must provide notice thereof in writing to the company not less than 120 days and not more than 150 days prior to the date of the annual meeting of the company. In addition, the member furnishing such notice must be a member of record on both (1) the date of delivering such notice and (2) the record date for the determination of members entitled to vote at such meeting. The trust agreement provides that the same requirements are applicable to holders of trust stock seeking to effectively exercise such rights of the trust, as sole member of the company. The LLC agreement and the trust agreement specify certain requirements as to the form and content of a member’s or shareholder’s notice, as the case may be. These provisions may preclude members or holders of trust stock effectively exercising the voting rights of the trust as sole member of the company, as the case may be, from bringing matters before an annual meeting of members or from making nominations for directors at an annual or special meeting of members.

          Authorized but unissued shares of trust stock are available for future issuance without approval of the shareholders of the trust. These additional shares of trust stock may be utilized for a variety of purposes, including future public offerings to raise additional capital or to fund acquisitions. The existence of authorized but unissued shares of trust stock could render more difficult or discourage an attempt to obtain control of the trust by means of a proxy contest, tender offer, merger or otherwise.

          In addition, the board of directors of the company has broad authority to amend the LLC agreement and the trust agreement, as discussed below. The board could, in the future, choose to amend the LLC agreement to include other provisions which have the intention or effect of discouraging takeover attempts.

Disclosure Requirements Applicable to Ten Percent Investors

Ten Percent Investors at the Closing of this Offering

          In order to secure approval of our acquisition of the Thermal Chicago business in advance of the closing of this offering, we have agreed with the City of Chicago that any ten percent investor in this offering would be required to make certain representations to the City of Chicago in its standard form of EDS which also requires highly specific information about the responder. The current form of the EDS

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has been filed as an exhibit to the registration statement of which this prospectus is a part. These representations include, but are not limited to, the following:

•  the investor has not had a “business relationship” with any City of Chicago elected official in the 12 months before the date of the EDS;

• the investor is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor is it or its affiliates delinquent in paying any fine, fee, tax or other charge owed to the City of Chicago;

• the investor and its affiliates have not, in the past five years, been found in violation of any City of Chicago, state or federal environmental law or regulation;

• the investor, and its officers, directors, partners, members, managers and executive director, if any, have not, in the past five years, had one or more public transactions terminated for cause or default; and

• the investor has searched any and all of its records and the records of any and all predecessor entities for records of investments or profits from slavery, the slave industry or slaveholder insurance policies, and has found no such records and no records of names of any slaves or slaveholders.

Any such investor would also be required to make the following acknowledgements and agreements in the EDS:

• the investor will comply fully with the City’s Governmental Ethics and Campaign Financing Ordinances;

• the investor understands and will comply with the applicable requirements of the City of Chicago’s Governmental Ethics Ordinance and the provisions of Municipal Code relating to cooperation with investigations by the Inspector General; and

• the investor will comply with all statutes, ordinances and regulations on which the EDS is based.

Ten Percent Investors at the Time of any Future Request for City of Chicago Action

          In the event that we are required to obtain approval from the City of Chicago in the future for any matter, including to expand our district cooling system in downtown Chicago or to amend the Use Agreement, we will need to, along with each of our then ten percent investors, submit an EDS to the City of Chicago. Each ten percent investor would be required to complete the then current EDS, which is likely to involve making substantially similar acknowledgements and agreements as discussed above and making representations similar to, or disclosures in response to, among other things, the statements set forth above. Each ten percent investor must also supplement the EDS for any changes up to the time the City of Chicago takes action on the matter.

          If the City of Chicago determines that any information provided in an EDS is false, incomplete or inaccurate, it could rescind or void our Use Agreement or any other arrangement that we have with the City of Chicago at that time, as well as pursue any remedies under the Use Agreement or such other arrangements. Furthermore, the City of Chicago could decline to allow us or any ten percent investor to participate in other transactions with the City of Chicago.

          The LLC agreement requires any holder of ten percent of the shares of trust stock to prepare and provide to us an executed EDS for submission to the City within 30 days of our written request.

General

          Any EDS filed by a ten percent investor may become publicly available. By completing and signing an EDS, a ten percent investor will have waived and released any possible rights or claims which it

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may have against the City of Chicago in connection with the public release of information contained in the EDS and also will have authorized the City of Chicago to verify the accuracy of any information submitted in the EDS. The filing of an EDS will entitle the City of Chicago to investigate the creditworthiness of the investor named in the EDS. We refer you to the form of EDS, which is filed as an exhibit to the registration statement of which this prospectus is a part, for further details on the currently required disclosures.

Amendment of the LLC Agreement

          The LLC agreement may be amended by a majority vote of the board of directors of the company, except with respect to the following provisions, which effectively require an affirmative vote of at least a majority of the outstanding shares of trust stock of the company’s sole member:

• the purpose or powers of the company;

• the authorization of additional LLC interests;

•  the provisions regarding the acquisition exchange of shares of trust stock for LLC interests described above;

• the right of a holder of trust stock to enforce the LLC agreement;

• the hiring of a replacement manager following the termination of the management services agreement;

• the merger or consolidation of the company, the sale, lease or exchange of all or substantially all of the company’s assets and certain other business combinations or transactions; any such amendment to take effect twelve months following such affirmative vote; and

• the right of holders to vote on the dissolution of the company.

          In addition, the consent of our Manager is required to amend the provisions providing for the duties of our Manager and the secondment of our officers pursuant to the management services agreement and the provision entitling our Manager to appoint the director who will serve as the chairman of the board of directors of the company for so long as the management services agreement is in effect.

Transfer Agent and Registrar

          The transfer agent and registrar for the shares of trust stock and the LLC interests is                     .

Listing

          We have applied to list the shares of trust stock on the NYSE.

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SECURITIES ELIGIBLE FOR FUTURE SALE

          Prior to this offering, no public market for our shares existed. The prevailing market price of our shares could decline because of sales of a large number of shares in the open market following this offering or the perception that those sales may occur. These factors also could impair our ability to raise capital through future offerings of shares.

          Upon completion of this offering, we will have outstanding an aggregate of                shares, assuming no exercise of the underwriters’ overallotment option, based on shares outstanding as of                , 2004. All of the shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except for shares, if any, which may be acquired by our “affiliates” as that term is defined in Rule 144 under the Securities Act. Persons who may be deemed to be affiliates generally include individuals or entities that control, are controlled by, or are under common control with, us and may include our directors and officers as well as our significant shareholders, if any.

          An aggregate of approximately                shares held by our Manager upon completion of this offering are deemed “restricted securities,” as that term is defined in Rule 144 under the Securities Act and may not be resold in the absence of registration under the Securities Act or pursuant to exemptions from such registration, including, among others, the exemptions provided by Rule 144 under the Securities Act.

          Our Manager may elect to reinvest the base and performance fees it receives to buy our shares from us pursuant to the management services agreement. The shares our Manager receives upon reinvestment are also deemed “restricted securities,” as that term is defined in Rule 144 under the Securities Act and may not be resold in the absence of registration under the Securities Act or pursuant to exemptions from such registration, including, among others, the exemptions provided by Rule 144 under the Securities Act.

Lock-up Agreements

          We and our Manager have agreed to enter into lock-up agreements in favor of the underwriters that prohibit us and our Manager, directly or indirectly, from selling or otherwise disposing of any shares or securities convertible into shares for a period of 180 days from the date of this prospectus, without the prior written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc., subject to limited exceptions. Immediately following this offering, persons subject to lock-up agreements will own                shares, representing approximately                % of the then outstanding shares, or approximately                % if the underwriters’ overallotment option is exercised in full.

Rule 144

          In general, under Rule 144 as currently in effect, beginning 90 days after the date of this prospectus, a person who has beneficially owned restricted securities for at least one year is entitled to sell within any three-month period the number of those restricted securities that does not exceed the greater of:

• 1% of the total number of shares then outstanding; and

• the average weekly trading volume of the shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

          Sales under Rule 144 are also subject to manner-of-sale provisions and notice requirements and to the availability of current public information about us. Under Rule 144(k), a person that has not been one of our affiliates at any time during the three months preceding a sale, and that has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell those shares without regard to the volume, manner of sale or other limitations contained in Rule 144.

Registration Rights

          Upon completion of this offering, we intend to enter into a registration rights agreement for the sale of shares owned by our Manager upon the request of our Manager. See “Our Manager — Management Services Agreement” for a discussion of this agreement. After these shares are registered, they will be freely tradable without restriction under the Securities Act, subject to the lock-up pursuant to the terms of the management services agreement.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

          The following discussion describes the material U.S. federal (and certain state and local) income tax considerations associated with the purchase, ownership and disposition of shares as of the date hereof by U.S. holders (as defined below) and non-U.S. holders (as defined below). Except where noted, this discussion deals only with shares held as capital assets by holders who acquired shares upon their original issuance and does not address special situations, such as those of:

• dealers in securities or currencies;

• financial institutions;

• regulated investment companies;

• real estate investment trusts;

• tax-exempt organizations;

• insurance companies;

• persons holding shares as a part of a hedging, integrated or conversion transaction or a straddle;

• traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; or

• persons liable for alternative minimum tax.

          Furthermore, the discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended, or the Code, the Treasury regulations promulgated thereunder, or the Regulations, and administrative and judicial interpretations thereof, all as of the date hereof, and such authorities may be repealed, revoked, modified or subject to differing interpretations, possibly on a retroactive basis, so as to result in U.S. federal income tax consequences different from those described below.

          A “U.S. holder” of shares means a beneficial owner of shares that is for U.S. federal income tax purposes:

• an individual citizen or resident of the United States;

• a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust if it (1) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable Regulations to be treated as a U.S. person.

          A “non-U.S. holder” of shares means a beneficial owner of shares that is not a U.S. holder.

          If a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes holds shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding shares, we urge you to consult your own tax adviser.

          No statutory, administrative or judicial authority directly addresses the treatment of shares or instruments similar to shares for U.S. federal income tax purposes. As a result, we cannot assure you that the IRS or the courts will agree with the tax consequences described herein. A different treatment from that described below could adversely affect the amount, timing and character of income, gain or loss in respect of an investment in the shares. If you are considering the purchase of shares, we urge you to

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consult your own tax advisor concerning the particular U.S. federal income tax consequences to you of the purchase, ownership and disposition of shares, as well as any consequences to you arising under the laws of any other taxing jurisdiction.

Status of the Trust

          Under current law and assuming full compliance with the terms of the trust agreement and based upon certain facts and assumptions, although the matter is not free from doubt, in the opinion of Shearman & Sterling LLP, the trust will be classified a grantor trust for U.S. federal income tax purposes and not as an association taxable as a corporation. As a result, for U.S. federal income tax purposes, you generally will be treated as the beneficial owner of a pro rata portion of the interests in the company held by the trust. You should be aware that an opinion of counsel is not binding on the IRS or the courts. Therefore, there can be no assurance that the IRS will not contend, or that a court will not ultimately hold, that the trust does not constitute a grantor trust for U.S. federal income tax purposes. If the trust is found not to constitute a grantor trust for U.S. federal income tax purposes or the board of directors determines that the existence of the trust results or is reasonably likely to result in a material tax detriment to holders, among other things, then the board of directors may agree to dissolve the trust and transfer LLC interests to holders in exchange for shares of trust stock.

Status of the Company

          Under current law and assuming full compliance with the terms of the LLC agreement and based upon certain facts and assumptions, in the opinion of Shearman & Sterling LLP, the company will be classified as a partnership for U.S. federal income tax purposes, provided that it is not characterized as a corporation by virtue of being a “publicly traded partnership” within the meaning of Section 7704(b) of the Code. The company will not be characterized as a corporation under that provision so long as (1) 90% or more of the company’s gross income during each taxable year constitutes “qualifying income,” within the meaning of Section 7704(d) of the Code, which we refer to as the qualifying income exception and (2) the company is not required to register under the Investment Company Act. We anticipate that more than 90% of the gross income recognized by the company during each of its taxable years will consist of dividends, interest and capital gains from the sale or other disposition of stocks and bonds and that the Company will not be required to register under the Investment Company Act. Each of these items of gross income generally constitutes “qualifying income” within the meaning of Section 7704(d) of the Code. Whether the company will continue to meet the qualifying income exception is a matter that will be determined by the company’s operations and the facts existing at the time of future determinations. However, the company’s board of directors will use its best efforts to cause the company to operate in such manner as is necessary for the company to continue to meet the qualifying income exception.

          There can be no assurance that the IRS will not assert that the company should be treated as a publicly traded partnership taxable as a corporation. No ruling has been or will be sought from the IRS, and the IRS has made no determination, as to the status of the company for U.S. federal income tax purposes or whether the company’s operations generate “qualifying income” under Section 7704(d) of the Code.

          If the company fails to satisfy the qualifying income exception described above (other than a failure which is determined by the IRS to be inadvertent and which is cured within a reasonable period of time after the discovery of such failure), if the company is required to register under the Investment Company Act, or if the company elects to be treated as a corporation based upon a determination of the board of directors in the circumstances described in “Description of Shares — Authorized Trust Stock — Election by the Company” above, the company will be treated as if it had transferred all of its assets, subject to its liabilities, to a newly formed corporation, on the first day of the year in which it failed to satisfy the exception, in return for stock in that corporation, and then distributed that stock to the holders in liquidation of their interests in the company. This contribution and liquidation should be tax-free to holders (except for a non-U.S. holder with respect to its indirect interest in MIC Inc., but only if MIC Inc. were considered a U.S. real property holding corporation at such time but the newly formed

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corporation were not considered a U.S. real property holding corporation) and the company so long as the company, at that time, does not have liabilities in excess of its tax basis in its assets. Thereafter, the company would be treated as a corporation for U.S. federal income tax purposes. If the company were taxable as a corporation in any taxable year, either as a result of a failure to meet the qualifying income exception described above or otherwise, its items of income, gain, loss and deduction would be reflected only on its tax return rather than being passed through to the holders of shares, and its net income would be taxed to it at the tax rates applicable to domestic corporations. In addition, any distribution made to the trust would be treated as taxable dividend income, to the extent of the company’s current or accumulated earnings and profits, or, in the absence of current and accumulated earnings and profits, a nontaxable return of capital to the extent of each holder’s tax basis in its LLC interests, or taxable capital gain, after the holder’s tax basis in its LLC interests is reduced to zero. Taxation of the company as a corporation could result in a material reduction in a holder’s cash flow and after-tax return and thus could result in a substantial reduction of the value of the shares.

          The following discussion assumes that the company will be treated as a partnership for U.S. federal income tax purposes.

U.S. Holders

Treatment of Company Income

          A partnership does not incur U.S. federal income tax liability. Instead, each partner of a partnership is required to take into account its share of items of income, gain, loss, deduction and other items of the partnership. Accordingly, each holder will be required to include in income its allocable share of our income, gain, loss, deduction and other items for our taxable year ending with or within its taxable year. In computing a partner’s U.S. federal income tax liability, such items must be included, regardless of whether cash distributions are made by the partnership. Thus, holders may be required to include income without a corresponding current receipt of cash if the company generates taxable income but does not make cash distributions. Our taxable year will end on December 31 unless otherwise required by law.

          Under recently enacted amendments to the Code, “qualified dividend income” received by (or allocable to) non-corporate taxpayers, including individuals, from qualified foreign corporations and most domestic corporations generally is subject to tax at the lower rate applicable to long-term capital gain. In general, a “qualified foreign corporation” is a foreign corporation that (1) is incorporated in a possession of the United States or (2) is eligible for the benefits of a tax treaty that is a “comprehensive income tax treaty” to which the United States is a party. A foreign corporation will also be treated as a qualified foreign corporation with respect to any dividend paid by such corporation if the stock with respect to which such dividend is paid is readily tradable on an established securities market in the United States. However, dividends from a foreign personal holding company, or FPHC, a foreign investment company, or FIC, or a passive foreign investment company, or PFIC, will not be treated as qualified dividend income. In addition, for a shareholder to receive qualifying dividend income with respect to dividends paid on common stock, the shareholder generally must hold the stock with respect to which the dividend is paid more than 60 days during the 121-day period beginning 60 days before the ex-dividend date. In the case of dividend income recognized by the company, the holding period requirement must be met both by the company with respect to the stock and by the holder with respect to its shares of trust stock.

          Dividends received by the company from U.S. corporations (including MIC Inc.) generally will constitute qualified dividend income. The company also expects that dividends it receives from CHL and MCG will constitute qualified dividends, so long as such entities are not PFICs for the taxable year in which such dividends are paid, because such entities are not (and we do not expect them to become) FPHCs or FICs and are eligible for the benefits of comprehensive income tax treaties between the United States and the United Kingdom and Australia, respectively. While it is not entirely clear that SEW will be considered eligible for the benefits of the comprehensive income tax treaty between the United States and the United Kingdom because of its ownership structure, the company believes that SEW should be so considered (because substantially all of its income is derived from an active business in the United

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Kingdom) and, therefore, that dividends received from SEW should constitute qualified dividend income (so long as SEW is not a PFIC for the taxable year in which such dividends are paid) because SEW is not (and we do not expect it to become) an FPHC or a FIC. It is possible, however, that the IRS may take a contrary view under existing law or that Regulations or other administrative guidance interpreting the qualified dividend income provisions will prevent dividends received by the company from SEW from constituting qualified dividend income. In addition, although the company believes that certain intercompany debt within the ownership structure of SEW should be considered equity of the issuer for U.S. federal income tax purposes and that income on those instruments should constitute dividends, it is possible that such instruments do not constitute equity for U.S. federal income tax purposes, in which case some of the income from the company’s investment in SEW would not constitute qualified dividend income. Further, because the ownership and activities of CHL, MCG and SEW are not within our control, each of such entities could experience a change of ownership or activities that could result in it no longer being entitled to treaty benefits, and thus no longer considered a qualified foreign corporation for purposes of the qualified dividend income provisions, and we will be unable to stop such a change from occurring. Any dividends received by the company that do not constitute qualified dividend income will be taxed to U.S. holders at the tax rates generally applicable to ordinary income.

          We currently believe that neither CHL, MCG nor SEW is a PFIC. However, our current conclusion regarding the PFIC status of any of such entities may be incorrect and, because such conclusion is a factual determination that is made annually and because we will not be in complete control of the activities of such entities, one or more of such entities may become PFICs in the future. You are urged to consult your own tax advisors with respect to the PFIC status of CHL, MCG and SEW and the effect of the potential PFIC status of such entities on the treatment of dividends from such entities that are allocated to you.

          Dividends received by the company from other foreign corporations in which it may own stock from time to time may constitute “qualified dividend income” if such foreign corporations satisfy the definition of a “qualified foreign corporation.” We cannot assure you that dividends from foreign corporations whose stock we subsequently acquire (or, as described above, in which we currently own stock) will constitute qualified dividend income.

          Unless Congress enacts legislation providing otherwise, the reduced rates for qualified dividend income will not apply for taxable years beginning after December 31, 2008, and the law as in effect prior to the enactment of the qualified dividend income provisions will apply.

Allocation of the Company’s Profits and Losses

          For U.S. federal income tax purposes, a holder’s distributive share of the company’s income, gain, loss, deduction and other items will be determined by the LLC agreement, unless an allocation under the agreement does not have “substantial economic effect,” in which case the allocations will be determined in accordance with the “partners’ interests in the partnership.” The company believes that the allocations pursuant to the LLC agreement should be considered to have substantial economic effect.

          If the allocations provided by the LLC agreement were successfully challenged by the IRS, the amount of income or loss allocated to holders for U.S. federal income tax purposes under the agreement could be increased or reduced or the character of the income or loss could be modified.

Treatment of Distributions

          Distributions of cash by a partnership are generally not taxable to the distributee to the extent the amount of cash does not exceed the distributee’s tax basis in its partnership interest. Thus, any cash distributions made by the company will be taxable to a holder only to the extent such distributions exceed the holder’s tax basis in the LLC interests it is treated as owning (See “— Tax Basis in LLC Interests” below). Any cash distributions in excess of a holder’s tax basis generally will be considered to be gain from the sale or exchange of the shares (See “— Disposition of Shares” below).

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Disposition of Shares

          If a U.S. holder transfers shares, it will be treated for U.S. federal income tax purposes as transferring its pro rata share of the LLC interests held by the trust. If such transfer is a sale or other taxable disposition, the U.S. holder will generally be required to recognize gain or loss measured by the difference between the amount realized on the sale and the U.S. holder’s adjusted tax basis in the LLC interests deemed sold. The amount realized will include the U.S. holder’s share of the company’s liabilities, as well as any proceeds from the sale. The gain or loss recognized will generally be taxable as capital gain or loss, except that the gain will be ordinary income to the extent attributable to the U.S. holder’s allocable share of unrealized gain or loss in assets of the company to the extent described in Section 751 of the Code (including unremitted earnings of any controlled foreign corporations held, directly or indirectly, by the company). Capital gain of non-corporate U.S. holders is eligible to be taxed at reduced rates where the LLC interests deemed sold are considered held for more than one year. Capital gain of corporate U.S. holders is taxed at the same rate as ordinary income. Any capital loss recognized by a U.S. holder on a sale of shares will generally be deductible only against capital gains, except that a non-corporate U.S. holder may also offset up to $3,000 per year of ordinary income.

          In general, a U.S. holder who is deemed to dispose of an interest in a PFIC may be subject to certain adverse tax consequences unless one of certain specific tax elections (if available) is made. These consequences are generally that (1) any gain derived from the deemed disposition of such stock, as well as any “excess distribution” that is treated as received from the PFIC (i.e., a distribution that exceeds 125% of the average distributions from the shorter of the prior three years and the holder’s holding period), would be treated as ordinary income that was earned ratably over each day in the holder’s holding period for the stock, (2) the portion of such gain or distribution that is allocable to prior taxable years generally would be subject to U.S. federal income tax at the highest rate applicable to ordinary income for the relevant taxable years, regardless of the tax rate otherwise applicable to the U.S. holder and (3) an interest charge would be imposed on the resulting tax liability as if such liability represented a tax deficiency for the past taxable years.

          A U.S. holder would be deemed to dispose of an interest in a PFIC if the company disposes of stock in a PFIC, the company receives an excess distribution from a PFIC or such U.S. holder disposes of shares at a time when the company holds stock in a PFIC. As stated above, while we currently believe that neither CHL, MCG nor SEW is a PFIC, our current conclusion regarding the PFIC status of any of such entities may be incorrect and, because such conclusion is a factual determination that is made annually and because we will not be in control of the activities of such entities, one or more of such entities may become a PFIC in the future. We urge you to consult your own tax advisors with respect to the application of the PFIC rules to your particular circumstances.

Tax Basis in LLC Interests

          A U.S. holder’s initial tax basis in the LLC interests it is treated as holding will equal the sum of (a) the amount of cash paid by such U.S. holder for its shares and (b) such U.S. holder’s share of the company’s liabilities. A U.S. holder’s tax basis in the LLC interests it is treated as holding will be increased by (a) the U.S. holder’s share of the company’s taxable income, including capital gain, (b) the U.S. holder’s share of the company’s income, if any, that is exempt from tax and (c) any increase in the U.S. holder’s share of the company’s liabilities. A U.S. holder’s tax basis in the LLC interests it is treated as holding will be decreased (but not below zero) by (a) the amount of any cash distributed (or deemed distributed) to the U.S. holder, (b) the U.S. holder’s share of the company’s losses and deductions, (c) the U.S. holder’s share of the company’s expenditures that are neither deductible nor properly chargeable to its capital account and (d) any decrease in the U.S. holder’s share of the company’s liabilities.

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Treatment of Securities Loans

          A U.S. holder whose shares are loaned to a “short seller” to cover a short sale of shares may be considered as having disposed of those shares. If so, such U.S. holder would no longer be a beneficial owner of a pro rata portion of the LLC interests with respect to those shares during the period of the loan and may recognize gain or loss from the disposition. As a result, during the period of the loan, (1) any of our income, gain, loss, deduction or other items with respect to those shares would not be reported by the U.S. holder, and (2) any cash distributions received by the U.S. holder as to those shares would be fully taxable, likely as ordinary income. Accordingly, U.S. holders who desire to avoid the risk of gain recognition from a loan to a short seller are urged to modify any applicable brokerage account agreements to prohibit their brokers from borrowing their shares.

Limitations on Interest Deductions

          The deductibility of a non-corporate U.S. holder’s “investment interest expense” is generally limited to the amount of that holder’s “net investment income.” Investment interest expense would generally include interest expense incurred by the company, if any, and investment interest expense incurred by the U.S. holder on any margin account borrowing or other loan incurred to purchase or carry shares. Net investment income includes gross income from property held for investment and amounts treated as portfolio income, such as dividends and interest, under the passive loss rules, less deductible expenses, other than interest, directly connected with the production of investment income. For this purpose, any long-term capital gain or qualifying dividend income that is taxable at long-term capital gains rates is excluded from net investment income unless the U.S. holder elects to pay tax on such gain or dividend income at ordinary income rates.

Organization, Syndication and Other Expenses

          In general, expenses incurred by us that are considered “miscellaneous itemized deductions” may be deducted by a U.S. holder that is an individual, estate or trust only to the extent that they exceed 2% of the adjusted gross income of such U.S. holder. The Code imposes additional limitations (which are scheduled to be phased out between 2006 and 2010) on the amount of certain itemized deductions allowable to individuals, by reducing the otherwise allowable portion of such deductions by an amount equal to the lesser of:

• 3% of the individual’s adjusted gross income in excess of certain threshold amounts; or

• 80% of the amount of certain itemized deductions otherwise allowable for the taxable year.

          In addition, these expenses are also not deductible in determining the alternative minimum tax liability of a U.S. holder. The company will report such expenses on a pro rata basis to the holders, and each U.S. holder will determine separately to what extent they are deductible on such U.S. holder’s tax return. A U.S. holder’s inability to deduct all or a portion of such expenses could result in an amount of taxable income to such U.S. holder with respect to the company that exceeds the amount of cash actually distributed to such U.S. holder for the year. We anticipate that management fees the company will pay will constitute miscellaneous itemized deductions. If the IRS were to successfully assert that any portion of the management fees paid by the company to our Manager should have been paid by MIC Inc., such management fees would not be deductible by the company but would be deductible by MIC Inc. In contrast, if the IRS were to successfully assert that any portion of the management fees paid by MIC Inc. to our Manager should have been paid by the company, the company likely would recognize a deemed dividend from MIC Inc. and the company would recognize additional deductions for management fees, which would be subject to the limitations described above.

          Under Section 709(b) of the Code, amounts paid or incurred to organize a partnership may, at the election of the partnership, be treated as deferred expenses, which are allowed as a deduction ratably over a period of not less than 60 months. The company has not yet determined whether it will make such an election. A U.S. holder’s distributive share of such organizational expenses would constitute

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miscellaneous itemized deductions. Expenditures in connection with the issuance and marketing of shares (so-called “syndication fees”) are not eligible for the 60-month amortization provision and are not deductible.

Section 754 Election

          The company will make the election permitted by Section 754 of the Code. Such an election is irrevocable without the consent of the IRS. The election will generally require a purchaser of shares to adjust its proportionate share of the basis in the company’s assets, or the inside basis, pursuant to Section 743(b) of the Code to fair market value (as reflected in the purchase price for the purchaser’s shares), as if it had acquired a direct interest in the company’s assets. The Section 743(b) adjustment is attributed solely to a purchaser of shares and is not added to the bases of the company’s assets associated with all of the other holders.

          The calculations under Section 754 of the Code are complex, and there is little legal authority concerning the mechanics of the calculations, particularly in the context of publicly traded partnerships. To help reduce the complexity of those calculations and the resulting administrative costs to the company, the company will apply certain conventions in determining and allocating the Section 743 basis adjustments. It is possible that the IRS will successfully assert that the conventions utilized by the company do not satisfy the technical requirements of the Code or the Regulations and, thus, will require different basis adjustments to be made.

Passive Activity Income and Loss

          Individuals are subject to certain “passive activity loss” rules under Section 469 of the Code. Under these rules, losses from a passive activity generally may not be used to offset income derived from any source other than passive activities. Losses that cannot be currently used under this rule may generally be carried forward. Upon an individual’s disposition of an interest in the passive activity, the individual’s unused passive losses may generally be used to offset other (i.e., non-passive) income. Under temporary Regulations, income or loss from the company’s investments generally will not constitute income or loss from a passive activity. Therefore, income or gains from the company’s investments will not be available to offset a U.S. holder’s passive losses from other sources.

Transferor/ Transferee Allocations

          In general, the company’s taxable income and losses will be determined monthly and will be apportioned among the holders in proportion to the number of LLC interests treated as owned by each of them as of the close of the last trading day of the preceding month. As a result, a holder transferring its shares may be allocated income, gain, loss and deduction realized after the date of transfer.

          Section 706 of the Code generally requires that items of partnership income and deductions be allocated between transferors and transferees of partnership interests on a daily basis. It is possible that transfers of shares could be considered to occur for U.S. federal income tax purposes when the transfer is completed without regard to the company’s convention for allocating income and deductions. In that event, the company’s allocation method might be considered a monthly convention that does not literally comply with that requirement.

          If the IRS treats transfers of shares as occurring throughout each month and a monthly convention is not allowed by the Regulations (or only applies to transfers of less than all of a holder’s shares) or if the IRS otherwise does not accept the company’s convention, the IRS may contend that taxable income or losses of the company must be reallocated among the holders. If such a contention were sustained, the holders’ respective tax liabilities would be adjusted to the possible detriment of certain holders. The company’s board of directors is authorized to revise the company’s method of allocation between transferors and transferees (as well as among holders whose interests otherwise vary during a taxable period).

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Tax Reporting by the Trust and the Company

          Information returns will be filed with the IRS, as required, with respect to income, gain, loss, deduction and other items derived from the shares. The company will file a partnership return with the IRS and intends to issue a Schedule K-1 to the trustee on behalf of the holders. The trustee intends to report to you all necessary items on a tax information statement or some other form as required by law. If you hold your shares through a nominee (such as a broker), the nominee, and not the trustee, will provide you with an IRS Form 1099 or substantially similar form, which will be supplemented by additional tax information that we will make available directly to you. We note that, given the lack of authority addressing structures similar to that of the trust and the company, it is not certain that the IRS will agree with the manner in which tax reporting by the trust and the company will be undertaken. Furthermore, holders should be aware that Treasury regulations have been proposed which, if finalized, could alter the manner in which tax reporting by the trust and any nominee will be undertaken.

Audits and Adjustments to Tax Liability

          Any challenge by the IRS to the tax treatment by a partnership of any item must be conducted at the partnership, rather than at the partner, level. A partnership ordinarily designates a “tax matters partner” (as defined under Section 6231 of the Code) as the person to receive notices and to act on its behalf in the conduct of such a challenge or audit by the IRS.

          Pursuant to the LLC agreement, our Manager will be appointed the “tax matters partner” of the company for all purposes pursuant to Sections 6221-6231 of the Code. The tax matters partner, which is required by the LLC agreement to notify all U.S. holders of any U.S. federal income tax audit of the company, will have the authority under the LLC agreement to conduct any IRS audits of the company’s tax returns or other tax-related administrative or judicial proceedings and to settle or further contest any issues in such proceedings. The decision in any proceeding initiated by the tax matters partner will be binding on all U.S. holders. As the tax matters partner, our Manager will have the right on behalf of all holders to extend the statute of limitations relating to the holders’ U.S. federal income tax liabilities with respect to company items.

          A U.S. federal income tax audit of the company’s information return may result in an audit of the returns of the U.S. holders, which, in turn, could result in adjustments of items of a holder that are unrelated to the company as well as to company-related items. In particular, there can be no assurance that the IRS, upon an audit of an information return of the company or of an income tax return of a U.S. holder, might not take a position that differs from the treatment thereof by the company. A U.S. holder would be liable for interest on any deficiencies that resulted from any adjustments. Potential U.S. holders should also recognize that they might be forced to incur substantial legal and accounting costs in resisting any challenge by the IRS to items in their individual returns, even if the challenge by the IRS should prove unsuccessful.

Foreign Tax Credits

          Subject to generally applicable limitations, U.S. holders will be able to claim foreign tax credits with respect to certain foreign income taxes paid or incurred by us, withheld on payments made to us or paid by us on behalf of holders. If a holder elects to claim a foreign tax credit, it must include in its gross income, for U.S. federal income tax purposes, both its share of the company’s items of income and gain and also its share of the amount which we deem to be the holder’s portion of foreign income taxes paid with respect to, or withheld from, dividends, interest or other income derived by the company. U.S. holders may then subtract from their U.S. federal income tax the amount of such taxes withheld, or else treat such foreign taxes as deductions from gross income; however, as in the case of investors receiving income directly from foreign sources, the above-described tax credit or deduction is subject to certain limitations. The Code imposes a required holding period on stock for U.S. holders to be eligible to claim such credits. Even if the holder is unable to claim a credit, he or she must include all amounts

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described above in income. We urge U.S. holders to consult their tax advisors regarding this election and its consequences to them.

Taxation of Certain Foreign Earnings

          Under Subpart F of the Code, certain undistributed earnings and certain passive income of a foreign company constituting a controlled foreign corporation, or CFC, as defined in Section 957 of the Code, are taxed to certain U.S. holders prior to being distributed. We believe, but cannot offer any assurances, that none of the foreign companies that the company currently intends to invest in are CFCs. In addition, no assurances can be given that other foreign companies in which the company may invest in the future will not be CFCs. Even if a foreign corporation in which we invest constitutes a CFC, we will recognize income in respect of such CFC prior to the receipt of cash distributions only if such CFC recognizes more than a de minimis amount of certain types of income. Distributions made by a foreign company regarded as a CFC could generally constitute “qualified dividend income”; however, the operation of the Subpart F provisions would result in such earnings, when distributed or deemed distributed, not being regarded as “qualified dividend income.” Further, as discussed above in “— Disposition of Shares,” U.S. holders of PFICs may be subject to certain adverse U.S. federal income tax consequences, including a deferred interest charge upon the distribution of previously accumulated earnings.

Taxation of Foreign Currency Transactions

          To the extent that the company receives dividends or interest income denominated in a non-U.S. currency (which we expect to be the case with respect to dividends from SEW, CHL and MCG, and interest from CHL), the company may realize gain or loss attributable to fluctuations in the value of such non-U.S. currencies relative to the value of the dollar. In general, gains or losses of the company on the acquisition and disposition of non-U.S. currency will be treated as ordinary income or loss. In addition, gains or losses attributable to fluctuations in exchange rates that occur between the time that the company accrues interest or expenses denominated in a non-U.S. currency and the time that the company collects the interest or pays the expenses may be treated as ordinary income or loss. Further, any gain or loss recognized by the company with respect to derivative instruments used to hedge its foreign currency risk may be treated as ordinary income or loss.

Tax Shelter Disclosure Regulations

          There are circumstances, as set forth by Regulations and revenue procedures, under which certain transactions must be disclosed to the IRS in a disclosure statement attached to a taxpayer’s U.S. federal income tax return (a copy of such statement must also be sent to the IRS Office of Tax Shelter Analysis). In addition, these Regulations impose a requirement on certain “material advisors” to maintain a list of persons participating in such transactions, which list must be furnished to the IRS upon written request. These Regulations can apply to transactions not conventionally considered to involve abusive tax planning. Consequently, it is possible that such disclosure could be required by the company or the holders (1) if a holder incurs a loss (in each case, in excess of a threshold computed without regard to offsetting gains or other income or limitations) from the disposition (including by way of withdrawal) of shares, (2) if the company’s activities result in certain book/tax differences, or (3) possibly in other circumstances. Furthermore, the company’s material advisors could be required to maintain a list of persons investing in the company pursuant to these Regulations. While the tax shelter disclosure regulations generally do not apply to a loss recognized on the disposition of an asset in which the taxpayer has a qualifying basis (generally a basis equal to the amount of cash paid by the taxpayer for such asset), such regulations will apply to a taxpayer recognizing a loss with respect to interests in a pass-through entity (such as the shares) even if its basis in such interests is equal to the amount of cash it paid. We urge U.S. holders to consult their tax advisors regarding the tax shelter disclosure regulations and their possible application to them.

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Non-U.S. Holders

          A non-U.S. holder will not be subject to U.S. federal income tax on such holder’s distributive share of the company’s income, provided that such income is not considered to be income of the holder that is effectively connected with the conduct of a trade or business within the United States. In the case of an individual non-U.S. holder, such holder will be subject to U.S. federal income tax on gains on the sale of shares in the company or such holder’s distributive share of gains if such holder is present in the United States for 183 days or more during a taxable year and certain other conditions are met.

          The company will not be treated as “engaged in a trade or business within the United States” and therefore should not realize income that would be treated as effectively connected with the conduct of a trade or business within the United States. If the income from the company is “effectively connected” with a U.S. trade or business carried on by a non-U.S. holder (and, if certain income tax treaties apply, is attributable to a U.S. permanent establishment), then such holder’s share of any income and any gains realized upon the sale or exchange of shares will be subject to U.S. federal income tax at the graduated rates applicable to U.S. citizens and residents and domestic corporations. Non-U.S. holders that are corporations may also be subject to a 30% branch profits tax (or lower treaty rate, if applicable) on their effectively connected earnings and profits that are not timely reinvested in a U.S. trade or business.

          In addition, gains, if any, allocable to a non-U.S. holder and attributable to a sale by the company of a “U.S. real property interest,” or USRPI (other than such gains subject to tax under the rules discussed above), are generally subject to U.S. federal income tax as if such gains were effectively connected with the conduct by the non-U.S. holder of a U.S. trade or business. Moreover, a withholding tax is imposed with respect to such gain as a means of collecting such tax. For this purpose, a USRPI includes an interest (other than solely as a creditor) in a “U.S. real property holding corporation” (in general, a U.S. corporation, at least 50% of whose real estate and trade or business assets, measured by fair market value, consists of USRPIs), as well as an interest in a partnership that holds USRPIs. This withholding tax would be creditable against a non-U.S. holder’s actual U.S. federal income tax liability and any excess withholding tax may generally be eligible for refund. Although a non-U.S. holder who is a partner in a partnership that owns USRPIs is generally subject to tax on its sale or other disposition of its partnership interest to the extent attributable to such USRPIs, no withholding tax is generally imposed on the transfer of publicly traded partnership interests, and gain will not be taxable under the USRPI provisions where the non-U.S. holder owns no more than 5% of a publicly traded entity such as the company. A non-U.S. holder that owns more than 5% of the company should consult its tax advisor about the potential application of the USRPI provisions. It is unclear whether any of the company’s assets will constitute a USRPI, and as such no assurances can be given that one or more of its assets does not or will not represent a USRPI either now or in the future.

          A non-U.S. holder generally will be subject to U.S. federal withholding tax at the rate of 30% (or, under certain circumstances, at a reduced rate provided by an income tax treaty, if applicable) in respect of such holder’s distributive share of dividends from U.S. corporations (including MIC Inc.) and certain other types of U.S.-source income realized by the company.

          Non-U.S. holders will be subject to U.S. federal estate tax on the value of U.S.-situs property owned at the time of their death. It is unclear whether partnership interests (such as the LLC interests) will be considered U.S.-situs property. Accordingly, non-U.S. holders may be subject to U.S. federal estate tax on all or part of the value of the LLC interests owned at the time of their death.

          Non-U.S. holders are advised to consult their own tax advisors with respect to the particular tax consequences to them of an investment in the company.

Regulated Investment Companies and Tax-Exempt Organizations

          For purposes of a holder’s determination of whether such holder satisfies the income requirements necessary to qualify as a regulated investment company for U.S. federal income tax purposes, the company

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anticipates that substantially all of such holder’s distributive share of our income during each year will be a type of income described in Section 851(b)(2) of the Code.

          An organization that is otherwise exempt from U.S. federal income tax is nonetheless subject to taxation with respect to its “unrelated business taxable income,” or UBTI, to the extent that its UBTI from all sources exceeds $1,000 in any taxable year. Except as noted below with respect to certain categories of exempt income, UBTI generally includes income or gain derived (either directly or through partnerships) from a trade or business, the conduct of which is substantially unrelated to the exercise or performance of the organization’s exempt purpose or function.

          UBTI generally does not include passive investment income, such as dividends, interest and capital gains, whether realized by the organization directly or indirectly through a partnership (such as the company) in which it is a partner. This type of income is exempt, subject to the discussion of “unrelated debt-financed income” below, even if it is realized from securities trading activity that constitutes a trade or business.

          UBTI includes not only trade or business income or gain as described above, but also “unrelated debt-financed income.” This latter type of income generally consists of (1) income derived by an exempt organization (directly or through a partnership) from income-producing property with respect to which there is “acquisition indebtedness” at any time during the taxable year and (2) gains derived by an exempt organization (directly or through a partnership) from the disposition of property with respect to which there is acquisition indebtedness at any time during the twelve-month period ending with the date of the disposition.

          The company has incurred “acquisition indebtedness” with respect to certain of its assets. To the extent the company recognizes income in the form of dividends and interest from securities with respect to which there is “acquisition indebtedness” during a taxable year, the percentage of the income that will be treated as UBTI generally will be equal to the amount of the income times a fraction, the numerator of which is the “average acquisition indebtedness” incurred with respect to the securities, and the denominator of which is the “average amount of the adjusted basis” of the securities during the period such securities are held by the company during the taxable year.

          To the extent the company recognizes gain from securities with respect to which there is “acquisition indebtedness,” the portion of the gain that will be treated as UBTI will be equal to the amount of the gain times a fraction, the numerator of which is the highest amount of the “acquisition indebtedness” with respect to the securities during the twelve-month period ending with the date of their disposition, and the denominator of which is the “average amount of the adjusted basis” of the securities during the period such securities are held by the company during the taxable year. In determining the unrelated debt-financed income of the company, an allocable portion of deductions directly connected with the company’s debt-financed property will be taken into account. In making such a determination, for instance, a portion of losses from debt-financed securities (determined in the manner described above for evaluating the portion of any gain that would be treated as UBTI) would offset gains treated as UBTI. A charitable remainder trust will not be exempt from U.S. federal income tax under the Code for any year in which it has UBTI; in view of the potential for UBTI, the company is not a suitable investment for a charitable remainder trust.

Certain State and Local Taxation Matters

          Prospective holders should consider, in addition to the U.S. federal income tax consequences described, potential state and local tax considerations in investing in the shares.

          State and local laws often differ from U.S. federal income tax laws with respect to the treatment of specific items of income, gain, loss, deduction and credit. A holder’s distributive share of the taxable income or loss of the company generally will be required to be included in determining its reportable income for state and local tax purposes in the jurisdiction in which the holder is a resident. The company may conduct business in a jurisdiction that will subject a holder to tax (and require a holder to file an

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income tax return with the jurisdiction in respect to the holder’s share of the income derived from that business.) A prospective holder should consult its tax advisor with respect to the availability of a credit for such tax in the jurisdiction in which the holder is a resident.

          The company should not be subject to the New York City unincorporated business tax because such tax is not imposed on an entity that is primarily engaged in the purchase and sale of securities for its “own account.” By reason of a similar “own account” exemption, it is also expected that a nonresident individual U.S. holder should not be subject to New York State personal income tax with respect to his or her share of income or gain recognized by us. A nonresident individual U.S. holder will not be subject to New York City earnings tax on nonresidents with respect to his or her investment in us. New York State and New York City residents will be subject to New York State and New York City personal income tax on their income recognized in respect of the shares. Because the company may conduct its business, in part, in New York City, corporate U.S. holders generally will be subject to the New York State franchise tax and the New York City general corporation tax by reason of their investment in the company, unless certain exemptions apply. However, pursuant to regulations, the company may qualify as a “portfolio investment partnership.” Accordingly, non-New York corporate U.S. holders not otherwise subject to New York State franchise tax or New York City general corporation tax may not be subject to such tax solely by reason of investing in shares. No ruling from the New York State Department of Taxation and Finance or the New York City Department of Finance has been, or will be, requested regarding such matters.

Backup Withholding

          The company is required in certain circumstances to backup withhold on certain payments paid to noncorporate holders of the company’s shares who do not furnish the company with their correct taxpayer identification number (in the case of individuals, their social security number) and certain certifications, or who are otherwise subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld from payments made to you may be refunded or credited against your U.S. federal income tax liability, if any, provided that the required information is furnished to the IRS.

          Holders should be aware that certain aspects of the U.S. federal, state and local income tax treatment regarding the purchase, ownership and disposition of shares are not clear under existing law. Thus, we urge holders to consult their own tax advisors to determine the tax consequences of ownership of the shares in their particular circumstances, including the application of U.S. federal, state, local and foreign tax laws.

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UNDERWRITING

          Merrill Lynch, Pierce, Fenner & Smith Incorporated, or Merrill Lynch, and Citigroup Global Markets Inc., or Citigroup, are acting as representatives of the underwriters. Subject to the terms and conditions described in a purchase agreement between us and the underwriters, we have agreed to sell to the underwriters, and the underwriters severally have agreed to purchase from us, the number of shares listed below.

	Number
	of Shares
Underwriters
Merrill Lynch, Pierce, Fenner & Smith        Incorporated
Citigroup Global Markets Inc.
Total

          Subject to the terms and conditions in the purchase agreement, the underwriters have agreed to purchase all the shares sold under the purchase agreement if any of these shares are purchased. If an underwriter defaults, the purchase agreement provides that the purchase commitments of the nondefaulting underwriters may be increased or the purchase agreements may be terminated.

          We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

          The underwriters are offering the shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the shares, and other conditions contained in the purchase agreements, such as the receipt by the underwriters of officer’s certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Commissions and Discounts

          The representatives have advised us that the underwriters propose initially to offer the shares to the public at the initial public offering price on the cover page of this prospectus and to dealers at that price less a concession not in excess of $          per share. The underwriters may allow, and the dealers may reallow, a discount not in excess of $          per share to other dealers. After the initial public offering, the public offering price, concession and discount may be changed.

          The following table shows the public offering price, underwriting discount and proceeds before expenses to us. The information assumes either no exercise or full exercise by the underwriters of their overallotment option.

	Per Share		Without Option		With Option
Public offering price		$		$		$
Underwriting discount		$		$		$
Proceeds, before expenses, to us		$		$		$

          The expenses of the offering, not including the underwriting discount, are estimated at $  and are payable by us.

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Overallotment Option

          We have granted options to the underwriters to purchase up to               additional shares at the public offering price less the underwriting discount. The underwriters may exercise these options for 30 days from the date of this prospectus solely to cover any overallotments. If the underwriters exercise these options, each underwriter will be obligated, subject to conditions contained in the purchase agreement, to purchase a number of additional shares proportionate to that underwriter’s initial amount reflected in the above table.

Our Manager’s Investment

          Our Manager has agreed to purchase from us, at the closing of this offering in a separate private placement, the number of shares having an aggregate purchase price of $35 million, at a per share price equal to the initial public offering price.

Reserved Shares

          At our request, the underwriters have reserved for sale, at the initial public offering price, up to                     or           % of the shares offered by this prospectus for sale to certain of our directors and officers and their family members, and to certain employees of the Macquarie Group and persons having relationships to us and the Macquarie Group. If these persons purchase reserved shares, this will reduce the number of shares available for sale to the general public. Any reserved shares that are not orally confirmed for purchase within one day of the pricing of this offering will be offered by the underwriters to the general public on the same terms as the other shares offered by this prospectus.

No Sales of Similar Securities

          We and our executive officers and directors and our Manager have agreed, with exceptions, not to sell or transfer any shares for 180 days after the date of this prospectus without first obtaining the written consent of the representatives. Specifically, we and these other individuals have agreed not to directly or indirectly:

• offer, pledge, sell or contract to sell any shares,

• sell any option or contract to purchase any shares,

• purchase any option or contract to sell any shares,

• grant any option, right or warrant for the sale of any shares,

• lend or otherwise dispose of or transfer any shares,

• request or demand that we file a registration statement related to the shares, or

• enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any shares whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise.

          This lockup provision applies to shares and to securities convertible into or exchangeable or exercisable for or repayable with shares. It also applies to shares owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition.

          Our lock-up does not limit our ability to sell shares to our Manager upon its reinvestment of fees payable under the management services agreement.

Availability of Prospectus Online

          Merrill Lynch will, and certain of the underwriters may, be facilitating Internet distribution for this offering to certain of its Internet subscription customers. Merrill Lynch intends to allocate, and each

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of these other underwriters may allocate, a limited number of shares for sale to its online brokerage customers. An electronic prospectus is available on the Internet Web site maintained by Merrill Lynch and on the Web site maintained by each of these other underwriters. Other than the prospectus in electronic format, the information on the Merrill Lynch Web site or any other underwriter’s Internet Web site is not a part of this prospectus.

New York Stock Exchange Listing

          We expect the shares to be approved for listing on the New York Stock Exchange under the symbol “MIC.” In order to meet the requirements for listing on that exchange, the underwriters have undertaken to sell a minimum number of shares to a minimum number of beneficial owners as required by that exchange.

          Before this offering, there has been no public market for our shares. The initial public offering price will be determined through negotiations among us and the representatives. In addition to prevailing market conditions, the factors to be considered in determining the initial public offering price are

• the valuation multiples of publicly traded companies that the representatives believe to be comparable to us,

• our financial information,

• the history of, and the prospects for, our company and the industries in which we compete,

• an assessment of our management, its past and present operations, and the prospects for, and timing of, our future revenues,

• the present state of our development, and

• the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours.

          An active trading market for the shares may not develop. It is also possible that after the offering the shares will not trade in the public market at or above the initial public offering price.

          The underwriters do not expect to sell more than 5% of the shares in the aggregate to accounts over which they exercise discretionary authority.

Price Stabilization, Short Positions and Penalty Bids

          Until the distribution of the shares is completed, SEC rules may limit the underwriters and selling group members from bidding for and purchasing our shares. However, the representatives may engage in transactions that stabilize the price of the shares, such as bids or purchases to peg, fix or maintain that price.

          If the underwriters create a short position in the shares in connection with the offering (i.e., if they sell more shares than are listed on the cover of this prospectus), the representatives may reduce that short position by purchasing shares in the open market. The representatives may also elect to reduce any short position by exercising all or part of the overallotment option described above. Purchases of the shares to stabilize their price or to reduce a short position may cause the price of the shares to be higher than it might be in the absence of such purchases.

          The representatives may also impose a penalty bid on underwriters and selling group members. This means that if the representatives purchase shares in the open market to reduce the underwriters’ short position or to stabilize the price of such shares, the representatives may reclaim the amount of the selling concession from the underwriters and the selling group members who sold those shares. The imposition of a penalty bid may also affect the price of the shares in that it discourages resales of those shares.

          Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the shares. In

212

addition, neither we nor any of the underwriters make any representation that the representatives will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

No Public Offering Outside the United States

          No action has been or will be taken in any jurisdiction (except in the United States) that would permit a public offering of our shares or the possession, circulation or distribution of this prospectus or any other material relating to us or our shares in any jurisdiction where action for that purpose is required. Accordingly, our shares may not be offered or sold, directly or indirectly, and neither this prospectus nor any other offering material or advertisements in connection with our shares may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction.

          Purchasers of the shares offered by this prospectus may be required to pay stamp taxes and other charges in accordance with the laws and practices of the country of purchase in addition to the offering price on the cover page of this prospectus.

Other Relationships

          Some of the underwriters and their affiliates have engaged in, are engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Macquarie Group. They have received customary fees and commissions for these services.

213

LEGAL MATTERS

          The validity of the securities offered in this prospectus is being passed upon for us by Potter Anderson & Corroon LLP, Wilmington, Delaware. Certain legal matters in connection with the securities offered hereby will be passed upon for us by Shearman & Sterling LLP, New York, New York. Certain legal matters will be passed upon on behalf of the underwriters by Sidley Austin Brown & Wood LLP, New York, New York.

EXPERTS

          The consolidated financial statements of Macquarie Infrastructure Company Trust at June 30, 2004, and for the period from April 13, 2004 (inception) to June 30, 2004, and the financial statements of AmPorts Aviation Division (a Division of American Port Services, Inc.) as of December 31, 2001 and November 5, 2002, and for the year ended December 31, 2001 and the period January 1, 2002 through November 5, 2002, appearing in this prospectus and registration statement have been audited by WithumSmith+Brown, P.C., independent registered public accountants, as set forth in their reports thereon (dated September 15, 2004 for Macquarie Infrastructure Company Trust and September 22, 2004 for AmPorts Aviation Division (a Division of American Port Services, Inc.) appearing elsewhere herein and are included herein in reliance upon such reports given the authority of such firm as experts in accounting and auditing.

          The consolidated financial statements of Macquarie Americas Parking Corporation at December 31, 2003 and 2002, and for the year ended December 31, 2003 and for the period July 23, 2002 to December 31, 2002 and the consolidated statements of operations and cash flows of Off-Airport Parking Operations of PCA Parking Company of America LLC, for the period January 1, 2002 to December 18, 2002 and for the year ended December 31, 2001 appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports thereon appearing elsewhere herein and are included herein in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

          The consolidated financial statements of Thermal Chicago Corporation as of December 31, 2003 and 2002 and for each of the three years in the period ended December 31, 2003 included in this registration statement on Form S-1, as amended, have been so included in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

          The consolidated financial statements of Connect M1-A1 Holdings Limited and Subsidiary as of March 31, 2004 and 2003 and the years ended March 31, 2004, 2003 and 2002, included in this prospectus, have been audited by Deloitte & Touche LLP, independent registered accountants, as stated in their report appearing herein, and have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

          The consolidated financial statements of Executive Air Support, Inc. as of December 31, 2003 and 2002, and for each of the years in the three-year period ended December 31, 2003, have been included herein and in the registration statement in reliance upon the report of KPMG LLP, independent auditors, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 2003, consolidated financial statements refers to a change in the method of accounting for goodwill and other intangible assets.

          The consolidated financial statements of General Aviation Holdings, LLC at December 31, 2003 and 2002, and for the year ended December 31, 2003 and for the period August 15, 2002 to December 31, 2002 appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon and are included herein in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

214

          The financial statements of Palm Springs FBO LLC d/b/a Million Air Palm Springs for the period October 1, 2001 to August 14, 2002 appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon and are included herein in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

          The statement of income and the statement of cash flows of Palm Springs FBO LLC d/b/a Million Air Palm Springs as of September 30, 2001 and for the year then ended, included in this prospectus, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report appearing herein, and are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

          The financial statements of Newport Beach FBO, LLC as of December 18, 2002 and December 31, 2001 and for the periods January 1, 2002 through December 31, 2002, and April 1, 2001 (inception) through December 31, 2001 appearing in this prospectus and registration statement have been audited by Lesley, Thomas, Schwarz & Postma, Inc., independent auditors, as stated in their report appearing herein, and are included herein in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

          The consolidated financial statements of Macquarie Airports North America, Inc. at December 31, 2003 and March 31, 2003, and for the periods April 1, 2003 through December 31, 2003 and June 28, 2002 (inception) through March 31, 2003, appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

Change of Independent Registered Public Accounting Firm

          Ernst & Young LLP were initially appointed to be the auditors of the trust. On August 18, 2004, Ernst & Young LLP informed the trust that the client-auditor relationship between the trust and Ernst & Young LLP had ceased. Ernst & Young LLP did not report on the financial statements of the trust since its inception. There have been no disagreements with Ernst & Young LLP on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures. On September 15, 2004, WithumSmith+Brown, P.C. were appointed by resolution of the Board of Directors as the trust’s new independent public accountants.

          We requested Ernst & Young LLP furnish us with a letter addressed to the SEC stating whether or not they agree with the above statements. A copy of such letter dated October 15, 2004, is filed as an exhibit to our registration statement of which this prospectus forms a part.

215

WHERE YOU CAN FIND ADDITIONAL INFORMATION

          We have filed with the SEC a registration statement on Form S-1, which includes exhibits, schedules and amendments, under the Securities Act with respect to this offering of our shares. Although this prospectus, which forms a part of the registration statement, contains all material information included in the registration statement, parts of the registration statement have been omitted as permitted by rules and regulations of the SEC. We refer you to the registration statement and its exhibits for further information about us, our shares and this offering. The registration statement and its exhibits can be inspected and copied at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549-1004. The public may obtain information about the operation of the public reference room by calling the SEC at 1-800-SEC-0300. In addition, the SEC maintains a website at http://www.sec.gov that contains the Form S-1 and other reports, proxy and information statements and information regarding issuers that file electronically with the SEC.

          Following this offering, we will be required to file current reports, quarterly reports, annual reports, proxy statements and other information with the SEC. You may read and copy these reports, proxy statements and other information at the SEC’s public reference room or through its Internet website.

216

MACQUARIE INFRASTRUCTURE COMPANY TRUST

INDEX TO FINANCIAL STATEMENTS

		Page
		Number
Macquarie Infrastructure Company Trust
	Report of Independent Registered Public Accounting Firm		F-6
	Consolidated Balance Sheet at June 30, 2004		F-7
	Consolidated Statement of Operations for the period from April 13, 2004 (inception) to June 30, 2004		F-8
	Consolidated Statement of Shareholder’s Deficit for the period from April 13, 2004 (inception) to June 30, 2004		F-9
	Consolidated Statement of Cash Flows for the period from April 13, 2004 (inception) to June 30, 2004		F-10
	Notes to Consolidated Financial Statements		F-11
Executive Air Support, Inc.
	Independent Auditors’ Report		F-17
	Consolidated Balance Sheets at December 31, 2003 and 2002		F-18
	Consolidated Statements of Operations for the years ended December 31, 2003, 2002 and 2001		F-19
	Consolidated Statements of Stockholders’ Deficit and Comprehensive Income (Loss) for the years ended December 31, 2003, 2002 and 2001		F-20
	Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001		F-21
	Notes to Consolidated Financial Statements		F-22
	Consolidated Condensed Balance Sheets at June 30, 2004 and December 31, 2003		F-35
	Consolidated Condensed Statements of Operations for the six months ended June 30, 2004 and 2003		F-36
	Consolidated Condensed Statements of Cash Flows for the six months ended June 30, 2004 and 2003		F-37
	Notes to Consolidated Condensed Financial Statements		F-38
General Aviation Holdings, LLC
	Report of Independent Auditors		F-45
	Consolidated Balance Sheets at December 31, 2003 and December 31, 2002		F-46
	Consolidated Statements of Operations for the year ended December 31, 2003 and the period from August 15, 2002 (Commencement of Operations) to December 31, 2002		F-47
	Consolidated Statements of Member’s Equity for the year ended December 31, 2003 and the period from August 15, 2002 (Commencement of Operations) to December 31, 2002		F-48
	Consolidated Statements of Cash Flows for the year ended December 31, 2003 and the period from August 15, 2002 (Commencement of Operations) to December 31, 2002		F-49
	Notes to Consolidated Financial Statements		F-50
	Consolidated Balance Sheets at June 30, 2004 and December 31, 2003		F-58
	Consolidated Statement of Operations for the six months ended June 30, 2004 and 2003		F-59
	Consolidated Statement of Cash Flows for the six months ended June 30, 2004 and 2003		F-60
	Notes to Consolidated Financial Statements		F-61

F-1

		Page
		Number
Newport Beach FBO, LLC
	Report of Independent Registered Public Accounting Firm		F-69
	Balance Sheets at December 18, 2002 and December 31, 2001		F-70
	Statements of Income for the period January 1, 2002 through December 18, 2002 and the period from April 1, 2001 (Commencement of Operations) to December 31, 2001		F-71
	Statements of Member’s Equity for the period April 1, 2001 (Inception) to December 18, 2002		F-72
	Statements of Cash Flows for the period January 1, 2002 through December 18, 2002 and the period from April 1, 2001 (Inception) to December 31, 2001		F-73
	Notes to Financial Statements		F-74
Palm Springs FBO, LLC
	Report of Independent Auditors		F-81
	Statement of Operations for the period October 1, 2001 through August 14, 2002		F-82
	Statement of Cash Flows for the period October 1, 2001 through August 14, 2002		F-83
	Notes to Financial Statements		F-84
Palm Springs FBO, LLC
	Independent Auditors’ Report		F-89
	Balance Sheet at September 30, 2001		F-90
	Statement of Operations for the year ended September 30, 2001		F-91
	Statement of Members’ Equity for the year ended September 30, 2001		F-92
	Statement of Cash Flows for the year ended September 30, 2001		F-93
	Notes to Financial Statements		F-94
Macquarie Airports North America, Inc.
	Report of Independent Auditors		F-100
	Consolidated Balance Sheets at December 31, 2003 and March 31, 2003		F-101
	Consolidated Statements of Operation for the periods from April 1, 2003 through December 31, 2003 and June 28, 2002 through March 31, 2003		F-102
	Consolidated Statements of Stockholders’ Equity for the periods from April 1, 2003 through December 31, 2003 and June 28, 2002 through March 31, 2003		F-103
	Consolidated Statements of Cash Flows for the periods from April 1, 2003 through December 31, 2003 and June 28, 2002 through March 31, 2003		F-104
	Notes to Consolidated Financial Statements		F-105
	Balance Sheets at December 31, 2003		F-117
	Statements of Operations for the six months ended June 30, 2004 and 2003		F-118
	Statements of Cash Flows for the six months ended June 30, 2004 and 2003		F-119
	Notes to Consolidated Financial Statements		F-120
Amports Aviation Division
	Report of Independent Registered Public Accounting Firm		F-125
	Balance Sheets at November 5, 2002 and December 31, 2001		F-126
	Statements of Operations for the period from January 1, 2002 through November 5, 2002 and the year ended December 31, 2001		F-127
	Statements of Owner’s Net Investment for the period from January 1, 2002 through November 5, 2002 and the year ended December 31, 2001		F-128
	Statements of Cash Flows for the period from January 1, 2002 through November 5, 2002 and the year ended December 31, 2001		F-129
	Notes to Financial Statements		F-130

F-2

		Page
		Number
Macquarie Americas Parking Corporation
	Report of Independent Auditors		F-139
	Consolidated Balance Sheets at December 31, 2003 and 2002		F-140
	Consolidated Statements of Operations for the year ended December 31, 2003 and for the period from July 23, 2002 to December 31, 2002		F-141
	Consolidated Statements of Stockholders’ Equity for the year ended December 31, 2003 and for the period from July 23, 2002 to December 31, 2002		F-142
	Consolidated Statements of Cash Flows for the year ended December 31, 2003 and for the period from July 23, 2002 to December 31, 2002		F-143
	Notes to Consolidated Financial Statements		F-144
	Condensed Consolidated Balance Sheets at June 30, 2004 and December 31, 2003		F-158
	Condensed Consolidated Statements of Operations for the six months ended June 30, 2004 and 2003		F-159
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2004 and 2003		F-160
	Notes to Condensed Consolidated Financial Statements		F-161
Off-Airport Parking Operations of PCA Parking Company of America, LLC
	Report of Independent Auditors		F-165
	Consolidated Statements of Operations for the period from January 1, 2002 to December 18, 2002 and for the year ended December 31, 2001		F-166
	Consolidated Statements of Cash Flows for the period from January 1, 2002 to December 18, 2002 and for the year ended December 31, 2001		F-167
	Notes to Consolidated Financial Statements		F-168
Thermal Chicago Corporation
	Report of Independent Auditors		F-174
	Consolidated Balance Sheets at December 31, 2003 and 2002		F-175
	Consolidated Statements of Operations for the years ended December 31, 2003, 2002 and 2001		F-176
	Consolidated Statements of Shareholders’ Equity (Deficit) for the years ended December 31, 2003, 2002 and 2001		F-177
	Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001		F-178
	Notes to Consolidated Financial Statements		F-179
	Consolidated Condensed Balance Sheet at June 30, 2004 and December 31, 2003		F-194
	Consolidated Condensed Statements of Operations for the six months ended June 30, 2004 and 2003		F-195
	Consolidated Condensed Statements of Cash Flows for the six months ended June 30, 2004 and 2003		F-196
	Notes to Consolidated Condensed Financial Statements		F-197

F-3

		Page
		Number
ETT Nevada, Inc.
	Report of Independent Auditors		F-207
	Consolidated Balance Sheets at December 31, 2003 and 2002		F-208
	Consolidated Statements of Operations for the years ended December 2003, 2002 and 2001		F-209
	Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2003, 2002 and 2001		F-210
	Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001		F-211
	Notes to Consolidated Financial Statements		F-212
	Consolidated Balance Sheets at June 30, 2004 and December 31, 2003		F-221
	Consolidated Statements of Operations for the six months ended June 30, 2004 and 2003		F-222
	Consolidated Statements of Cash Flows for the six months ended June 30, 2004 and 2003		F-223
	Notes to Consolidated Financial Statements		F-224
Connect M1-A1 Holdings Limited and Subsidiary
	Report of Independent Registered Accountants		F-232
	Consolidated Balance Sheets at March 31, 2004 and 2003		F-233
	Consolidated Statements of Operations for the years ended March 31, 2004, 2003 and 2002		F-234
	Consolidated Statements of Shareholders’ Deficit and Other Comprehensive Income (Loss) for the years ended March 31, 2004, 2003 and 2002		F-235
	Consolidated Statements of Cash Flows for the years ended March 31, 2004, 2003 and 2002		F-236
	Notes to Consolidated Financial Statements		F-237

F-4

CONSOLIDATED FINANCIAL STATEMENTS

MACQUARIE INFRASTRUCTURE COMPANY TRUST

Period from April 13, 2004 (inception) to June 30, 2004

with Report of Independent Registered Public Accounting Firm

F-5

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Macquarie Infrastructure Company Trust:

          We have audited the accompanying consolidated balance sheet of Macquarie Infrastructure Company Trust (the “Trust”) as of June 30, 2004, and the related consolidated statements of operations, shareholder’s deficit, and cash flows for the period from April 13, 2004 (inception) to June 30, 2004. These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

          We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated 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 consolidated financial position of Macquarie Infrastructure Company Trust as of June 30, 2004, and the consolidated results of its operations and its cash flows for the period from April 13, 2004 (inception) to June 30, 2004, in conformity with accounting principles generally accepted in the United States of America.

          As discussed in Note 1 to the consolidated financial statements, the Trust has filed an S-1 registration statement with the Securities and Exchange Commission to register shares for sale to the public.

/s/ WithumSmith+Brown, P.C.

New Brunswick, New Jersey

September 15, 2004

F-6

MACQUARIE INFRASTRUCTURE COMPANY TRUST

CONSOLIDATED BALANCE SHEET

June 30, 2004

Assets
Current assets:
	Cash	$	100
Total current assets			100
Deferred acquisition costs			679,639
Deferred public offering costs			2,008,937
Total assets		$	2,688,676
Liabilities and Shareholder’s Deficit
Current liabilities:
	Due to parent		4,279,326
	Accrued costs and expenses		990,277
Total current liabilities			5,269,603
Shareholder’s Deficit:
Trust Stock: no par value, 500,000,000 shares authorized; 100 shares issued and outstanding			100
Accumulated deficit			(2,581,027	)
Total shareholder’s deficit			(2,580,927	)
Total liabilities and shareholder’s deficit		$	2,688,676

See accompanying notes.

F-7

MACQUARIE INFRASTRUCTURE COMPANY TRUST

CONSOLIDATED STATEMENT OF OPERATIONS

For the period from April 13, 2004 (inception) to June 30, 2004

Organization and general and administrative expenses:
	Organization and general and administrative expenses (including $899,906 allocated from the parent)	$	(2,581,027	)
Net loss		$	(2,581,027	)
Basic and diluted loss per share		$	(25,810	)
Weighted average number of shares of trust stock outstanding			100

See accompanying notes.

F-8

MACQUARIE INFRASTRUCTURE COMPANY TRUST

CONSOLIDATED STATEMENT OF SHAREHOLDER’S DEFICIT

For the period from April 13, 2004 (inception) to June 30, 2004

	Trust Stock							Total
					Accumulated			Shareholder’s
	Shares		Amount		Deficit			Deficit
Issuance of trust stock on April 13, 2004		100	$	100	$	—		$	100
Net loss						(2,581,027	)		(2,581,027	)
Balance, June 30, 2004		100	$	100	$	(2,581,027	)	$	(2,580,927	)

See accompanying notes.

F-9

MACQUARIE INFRASTRUCTURE COMPANY TRUST

CONSOLIDATED STATEMENT OF CASH FLOWS

For the period from April 13, 2004 (inception) to June 30, 2004

Operating activities
Net loss		$	(2,581,027	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Changes in operating assets and liabilities:
	Due to parent		1,979,606
	Accrued costs and expenses		601,421
Net cash provided by operating activities			—
Financing activities
Issuance of trust shares			100
Net cash provided by financing activities			100
Net increase in cash			100
Cash, beginning of period			—
Cash, end of period		$	100
Supplemental disclosures of noncash investing and financing activities
Deferred acquisition costs accrued or paid by parent		$	679,639
Deferred public offering costs accrued or paid by parent		$	2,008,937

See accompanying notes.

F-10

MACQUARIE INFRASTRUCTURE COMPANY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2004

1. Organization and Description of Business

          Macquarie Infrastructure Company Trust (the “Trust”), a Delaware statutory trust was formed on April 13, 2004. Macquarie Infrastructure Company LLC (the “Company”), a Delaware limited liability company was also formed on April 13, 2004. The Trust is the sole member of 100% of the LLC interests of the Company. As of June 30, 2004, the Trust is a wholly-owned subsidiary of Macquarie Infrastructure Management (USA) Inc. (“MIMUSA”). MIMUSA is a subsidiary of the Macquarie Group of companies which is comprised of Macquarie Bank Limited and its subsidiaries and affiliates worldwide. Macquarie Bank Limited is headquartered in Australia and is listed on the Australian Stock Exchange.

          The Trust and the Company were formed to own, operate and invest in a diversified group of infrastructure businesses in the United States and other developed countries. In accordance with the Trust Agreement, the Trust will be the sole member of 100% of the LLC interests of the Company and, pursuant to the LLC Agreement, the Company will have outstanding, the identical number of LLC interests as the number of outstanding shares of trust stock. The Company will be the operating entity with a Board of Directors and other corporate governance responsibilities, consistent with that of a Delaware corporation.

          On June 7, 2004, the Trust and the Company filed a registration statement with the Securities and Exchange Commission for an initial public offering (“IPO”) of shares of trust stock. On August 24, 2004 the Trust and Company filed an amended registration statement. Proceeds from the offering are to be used to acquire or invest in infrastructure businesses. The initial businesses being considered are: (i) airport service businesses that provide fuel, de-icing, aircraft parking and other aviation services, (ii) an airport parking business that provides customers secure 24-hour parking close to airport terminals, as well as ground transportation from the parking facility to the airport terminals, (iii) a business that provides chilled water services for cooling purposes to large office buildings, and (iv) a business that operates a toll road in the United Kingdom pursuant to a concession agreement with the U.K. government. Investments also being considered are an entity that operates a broadcasting tower network in Australia and a utility company that provides water to households and industrial customers in southeastern England.

          The airport services, airport parking and chilled water service businesses are located in the United States and, if acquisitions are consummated, will be owned by the Company’s wholly-owned subsidiary, Macquarie Infrastructure Company Inc., a Delaware corporation that was formed on April 13, 2004. The investments and the business that operates a toll road will be owned directly by the Company.

          To date the activities of the Trust and the Company have consisted of activities incidental to its organization and the proposed acquisitions and the IPO. Until the consummation of the IPO, the Company is dependent on financial support from the Macquarie Group, who have agreed to provide such required financial support.

2. Summary of Significant Accounting Policies

Principles of Consolidation

          The consolidated financial statements include the accounts of Macquarie Infrastructure Company Trust, Macquarie Infrastructure Company LLC, and Macquarie Infrastructure Company, Inc. All intercompany balances and transactions have been eliminated in consolidation.

Deferred Business Acquisition and Public Offering Costs

          Deferred business acquisition costs represent transaction expenses directly attributable to the proposed acquisitions that would be included in the purchase price if the acquisitions are consummated.

F-11

MACQUARIE INFRASTRUCTURE COMPANY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Deferred public offering costs are expenses directly related to the IPO that will be accounted for as a reduction of additional paid-in capital if the IPO is successful.

          Should any of the contemplated acquisitions or the equity offering not be consummated in future periods, the Company will write off the related deferred costs and recognize a charge; such charge could be material.

Expenses Allocated from the Macquarie Group

          Expenses allocated from the Macquarie Group consist primarily of salaries and related expenses and various general and administrative costs. Expenses that could be specifically identified were directly allocated to the Company. Salaries and related expenses were allocated based on employees’ percentage of total time spent on activities of the Trust and the Company. Other expenses not specifically identified were allocated based on management’s estimate of the usage of services by the Trust and the Company.

Business Acquisitions and Investments

          The acquisition of businesses that the Company will own or control more than 50% of the voting shares will be accounted for under the purchase method of accounting. The amounts assigned to the identifiable assets acquired and the liabilities assumed will be based on estimated fair values as of the date of acquisition, with the remainder, if any, recorded as goodwill. The operations of such businesses will be consolidated from the date of acquisition.

          Investments in businesses that will not be controlled but which the Company will have the ability to exercise significant influence over operating and financial policies of the investee will be accounted for using the equity method of accounting.

          Investments in marketable securities will be accounted for in accordance with Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities. Management will determine the appropriate classification of all marketable securities as held-to maturity, available for sale or trading at the time of purchase and re-evaluate such classification on an annual basis.

          All other investments will be accounted for at cost.

Use of Estimates

          The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

New Accounting Pronouncements

          In January 2003, the Financial Accounting Standards Board, (“FASB”) issued Interpretation No. 46, Consolidation of Variable Interest Entities, an interpretation of ARB No. 51, which addresses the consolidation by business enterprises of variable interest entities. This provision had no impact on the consolidated financial statements.

          In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, which amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133. This provision had no impact on the Company’s consolidated financial statements.

F-12

MACQUARIE INFRASTRUCTURE COMPANY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

          In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This provision had no impact on the Company’s consolidated financial statements.

          In December 2003, FASB issued SFAS No. 132 (revised), Employers’ Disclosures about Pensions and Other Postretirement Benefits. Statement 132 (revised) prescribes employers’ disclosures about pension plans and other post retirement benefit plans; it does not change the measurement or recognition of those plans. The statement retains and revises the disclosure requirements contained in the original Statement 132. It also requires additional disclosures about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other postretirement benefit plans. This provision had no impact on the Company’s consolidated financial statements.

3. Related Party Transactions

          MIMUSA has paid substantially all expenses associated with the organization and formation of the Trust and Company, and costs associated with the proposed acquisitions and the IPO. Amounts payable to MIMUSA will be paid from the proceeds of the IPO. If the IPO is not successful, such amounts will not be payable and are expected to be accounted for as a capital contribution.

          Salaries and related expenses, and various other general and administrative costs amounting to $899,906 have been allocated from Macquarie Group companies and represent expenses incurred by the Macquarie Group that relate to the activities of the Trust and the Company. These costs have been included in due to parent in the accompanying balance sheet.

          The businesses and investments to be acquired from the proceeds of the IPO will be acquired from the Macquarie Group or investment vehicles managed but not controlled by the Macquarie Group. The Macquarie Group will also earn certain advisory and other fees in connection with these acquisitions. In addition, if the IPO is consummated, MIMUSA will be paid a fee of $8 million for services provided in preparing the Trust and the Company for the IPO. The payment of this fee will include the $899,906 for allocated costs included in due to parent in the accompanying balance sheet. This fee may be payable in trust stock.

          If the IPO is successful, the Company will enter into a management services agreement with MIMUSA pursuant to which MIMUSA will manage the Company’s day-to-day operations. MIMUSA will second a chief executive officer and a chief financial officer to the Company and will make other personnel available as required. MIMUSA will be paid a management fee calculated primarily on the market capitalization of the Trust, as defined. In addition, MIMUSA will be entitled to a performance fee equal to 20% of the outperformance, if any, of quarterly total returns to the shareholders compared to a benchmark index, provided that total shareholder returns for the period are positive, all as defined. MIMUSA will not be entitled to any other compensation and all costs incurred by MIMUSA including compensation of seconded staff, will be paid out of its management fee. However, the Company is responsible for all other costs, including but not limited to items such as expenses incurred in the administration or management of the Company and its subsidiaries and investments, taxes, engagement of auditors, any court proceedings, arbitration or other dispute concerning the Company or any of its subsidiaries, acquisitions and dispositions and complying with applicable laws and regulations.

4. Shareholder’s Equity

          The Trust is authorized to issue 500,000,000 shares of trust stock and the Company is authorized to issue a corresponding number of LLC interests. Unless the Trust is dissolved it must remain the sole holder of 100% of the Company’s LLC interests and, at all times, the Company will have outstanding the

F-13

MACQUARIE INFRASTRUCTURE COMPANY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

identical number of LLC interests as the number of outstanding shares of trust stock. Each share of trust stock represents an undivided beneficial interest in the Trust and each share of trust stock corresponds to one underlying LLC interest in the Company. Each outstanding share of the trust stock is entitled to one vote for each share on any matter with respect to which members of the Company are entitled to vote.

          As of June 30, 2004, MIMUSA has provided an initial capital contribution of $100, representing 100 shares of the Trust.

5. Income Taxes

          In the opinion of management, the Trust will be classified as a grantor trust for U.S. federal income tax purposes and, therefore, will not be subject to income taxes. In the opinion of management, the Company will be treated as a partnership for U.S. federal income tax purposes and will not be subject to income taxes. However, businesses owned by Macquarie Infrastructure Company, Inc. will be subject to federal and state income taxes. The Trust shareholders will include their share of the Trust’s consolidated taxable income or loss in their federal and state personal income tax returns.

6. Accrued Costs and Expenses

          Accrued costs and expenses at June 30, 2004 are comprised of the following:

Professional fees	$	718,015
Printing costs		272,262
	$	990,277

7. Commitments

          In connection with the proposed acquisitions of infrastructure businesses as described in Note 1, on June 7, 2004 the Company and Macquarie Infrastructure Company, Inc. entered into the following agreements:

• Stock purchase agreement with a Macquarie bank affiliate to acquire 100% of the ordinary shares of North America Capital, the current owner of 100% of the capital stock of Executive Air Support, Inc., an airport services business.

• Stock purchase agreement with a Macquarie Bank affiliate to acquire 100% of Macquarie Americas Parking Corporation, an airport parking business.

• Sale and purchase agreement with a Macquarie Bank affiliate to acquire 100% of Macquarie Yorkshire Limited, a business that operates a toll road in the United Kingdom.

• Purchase agreement with a Macquarie Bank affiliate to acquire securities of no more than 17.5% of the total stock outstanding of Macquarie Communications Infrastructure Group, an entity that operates broadcasting towers in Australia.

• Contribution and subscription agreement with a Macquarie bank affiliate to acquire 17.5% of the ordinary and preferred shares of Macquarie Luxembourg, a water utility company located in England.

          The aggregate purchase price under the above agreements and those described below in Note 8 is approximately $499 million.

F-14

MACQUARIE INFRASTRUCTURE COMPANY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

8. Subsequent Events

          In connection with the infrastructure businesses as described in Note 1, the Company has entered into the following purchase agreements subsequent to June 30, 2004.

          On August 18, 2004, Macquarie Infrastructure Company Inc. entered into a purchase agreement with a Macquarie Bank affiliate to acquire a 100% membership interest in Macquarie District Energy Holdings LLC, the current owner of Macquarie District Energy Inc, an entity that owns a chilled water service business located in Chicago.

          On September 29, 2004, Macquarie District Energy Inc. acquired ETT Nevada Inc., a heating and chilled water business located in Las Vegas.

          On October 12, 2004, Macquarie Infrastructure Company Inc. entered into a purchase agreement with a Macquarie Bank affiliate to acquire 100% of Macquarie Airports North America, Inc, an airport services business.

F-15

EXECUTIVE AIR SUPPORT, INC.

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2003, 2002 and 2001

(With Independent Auditors’ Report)

F-16

INDEPENDENT AUDITORS’ REPORT

The Board of Directors

Executive Air Support, Inc.:

We have audited the accompanying consolidated balance sheets of Executive Air Support, Inc. (the “Company”), a Delaware corporation, and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of operations, stockholders’ deficit, and comprehensive income (loss) and cash flows for each of the years in the three-year period ended December 31, 2003. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Executive Air Support, Inc. and subsidiaries as of December 31, 2003 and 2002, and the consolidated results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

As discussed in note 2 to the consolidated financial statements, on January 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standard No. 142, Goodwill and Other Intangible Assets.

/s/ KPMG LLP

Dallas, Texas

March 5, 2004

F-17

EXECUTIVE AIR SUPPORT, INC.

CONSOLIDATED BALANCE SHEETS

December 31, 2003 and 2002

(Dollars in thousands)

			December 31, 2003			December 31, 2002
Assets
Current assets:
	Cash and cash equivalents		$	2,438		$	3,231
	Accounts receivable, net of allowance for doubtful accounts of $220 and $384			3,026			2,093
	Inventories			615			493
	Prepaid expenses and other			1,678			1,421
	Deferred income taxes			2,351			2,204
	Assets from discontinued operations, net			—			734
		Total current assets		10,108			10,176
Property and equipment, net				36,963			31,942
Other assets:
	Goodwill			33,222			33,222
	Contract rights and other intangibles, net			52,524			51,064
	Deferred financing costs, net			1,348			1,791
	Other			1,045			641
		Total other assets		88,139			86,718
		Total assets	$	135,210		$	128,836
Liabilities, Redeemable Preferred Stock and Stockholders’ Deficit
Current liabilities:
	Accounts payable		$	3,399		$	1,017
	Income taxes payable			814			974
	Accrued payroll and other payroll liabilities			749			1,469
	Accrued interest payable			280			727
	Environmental payable			638			775
	Other accrued liabilities			333			594
	State and local tax liabilities			328			607
	Accrued insurance payable			500			436
	Current maturities of long-term debt			6,808			4,776
	Customer deposits and deferred hanger rent			1,042			1,041
	Liability from discontinued operations			380			—
		Total current liabilities		15,271			12,416
Deferred income taxes				22,866			20,848
Long-term debt, net of current maturities				15,610			21,206
Long-term debt, related parties				17,167			17,021
Other long-term liabilities				4,455			3,477
		Total liabilities		75,369			74,968
Redeemable, convertible preferred stock; 18,508,785 shares issued and outstanding				64,099			64,099
Commitments and contingencies				—			—
Stockholders’ deficit:
	Common stock, $0.01 par value. Authorized 30,000,000 shares; issued and outstanding 1,895,684 shares at December 31, 2003 and 2002			19			19
	Paid-in capital			195			195
	Accumulated other comprehensive loss, net of income tax			(685	)		(927	)
	Accumulated deficit			(3,787	)		(9,518	)
		Total stockholders’ deficit		(4,258	)		(10,231	)
		Total liabilities and stockholders’ deficit	$	135,210		$	128,836

See accompanying notes to consolidated financial statements.

F-18

EXECUTIVE AIR SUPPORT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended December 31, 2003, 2002 and 2001

(Dollars in thousands)

			2003			2002			2001
Fuel revenue			$	57,129		$	49,893		$	44,044
Service revenue				20,720			18,698			16,300
		Total revenue		77,849			68,591			60,344
Cost of revenue — fuel				27,003			22,186			20,702
Cost of revenue — service				1,961			1,907			1,399
		Gross profit		48,885			44,498			38,243
Selling, general and administrative expenses				29,159			27,795			26,063
Depreciation				2,126			1,852			1,520
Amortization				1,395			1,471			4,552
		Operating profit		16,205			13,380			6,108
Other expense				1,219			—			(221	)
Interest expense				4,820			5,351			5,809
Interest income				(71	)		(63	)		(47	)
		Income (loss) from continuing operations before income tax provision		10,237			8,092			567
Provision for income taxes				4,192			3,150			1,114
		Income (loss) from continuing operations		6,045			4,942			(547	)
Discontinued operations:
	Net income (loss) from operations of discontinued operations (net of applicable income tax (benefit) provision of $81, $130, and ($79))			121			197			(290	)
	Loss on disposal of discontinued operations (net of applicable income tax (benefit) provision of ($289), $472, and ($144))			(435	)		(11,620	)		(649	)
		Loss from discontinued operations		(314	)		(11,423	)		(939	)
		Net income (loss)	$	5,731		$	(6,481	)	$	(1,486	)
Net income (loss) applicable to common stockholders:
		Net income (loss)	$	5,731		$	(6,481	)	$	(1,486	)
		Less: Preferred stock dividends		5,360			5,360			5,160
		Net income (loss) applicable to common stockholders	$	371		$	(11,841	)	$	(6,646	)

See accompanying notes to consolidated financial statements.

F-19

EXECUTIVE AIR SUPPORT, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

AND COMPREHENSIVE INCOME (LOSS)

Years Ended December 31, 2003, 2002 and 2001

(Dollars in thousands)

												Accumulated
			Common Stock									Other			Total
							Paid-in		Accumulated			Comprehensive			Stockholders’
			Shares		Par Value		Capital		Deficit			Loss			Equity (Deficit)
Balance, December 31, 2000				1,816,667	$	18	$	—	$	(1,551	)	$	—		$	(1,533	)
Issuance of common stock				79,017		1		195		—			—			196
Net loss				—		—		—		(1,486	)		—			(1,486	)
Other comprehensive loss: Interest rate swap agreement				—		—		—		—			(387	)		(387	)
		Comprehensive loss														(1,873	)
Balance, December 31, 2001				1,895,684	$	19		195		(3,037	)		(387	)		(3,210	)
Net loss				—		—		—		(6,481	)		—			(6,481	)
Other comprehensive loss:
	Interest rate swap agreement			—		—		—		—			(540	)		(540	)
		Comprehensive loss														(7,021	)
Balance, December 31, 2002				1,895,684		19		195		(9,518	)		(927	)		(10,231	)
Net income				—		—		—		5,731			—			5,731
Other comprehensive income:
	Interest rate swap agreement			—		—		—		—			242			242
		Comprehensive income														5,973
Balance, December 31, 2003				1,895,684	$	19	$	195	$	(3,787	)	$	(685	)	$	(4,258	)

See accompanying notes to consolidated financial statements.

F-20

EXECUTIVE AIR SUPPORT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2003, 2002 and 2001

(Dollars in thousands)

				2003			2002			2001
Cash flows from operating activities:
	Net income (loss)			$	5,731		$	(6,481	)	$	(1,486	)
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Fair value adjustment for outstanding warrant liability			1,219			—			—
		Impairment of goodwill and intangible assets			—			10,897			—
		Depreciation and amortization			3,521			3,323			7,097
		Noncash interest expense and other			1,032			774			320
		Deferred income taxes			568			2,820			(292	)
	Changes in assets and liabilities, net of effects of acquisition:
		Accounts receivable			(822	)		1,074			518
		Inventories			(122	)		(239	)		176
		Prepaid expenses and other			1,146			(792	)		81
		Accounts payable			2,382			(3,192	)		(1,628	)
		Accrued liabilities			(4,685	)		389			(3,411	)
		Customer deposits and deferred hanger rent			1			535			43
		Income taxes payable			(160	)		500			877
			Net cash provided by operating activities		9,811			9,608			2,295
Cash flows from investing activities:
	Proceeds from sale of Flight Services and Interlink				2,000			1,250			—
	Cash paid for acquisition, net of cash acquired				(3,341	)		—			(60	)
	Capital expenditures				(3,245	)		(3,973	)		(5,566	)
	Increase in other assets				(62	)		(64	)		—
			Net cash used in investing activities		(4,648	)		(2,787	)		(5,626	)
Cash flows from financing activities:
	Payment of long-term debt				(6,956	)		(4,012	)		(2,034	)
	Proceeds from issuance of preferred stock, net				—			—			4,975
	Proceeds from issuance of common stock, net				—			—			196
	Borrowings from revolving credit agreement				1,000			2,500			11,750
	Payments of revolving credit agreement				—			(3,500	)		(10,750	)
			Net cash provided by (used in) financing activities		(5,956	)		(5,012	)		4,137
			(Decrease) increase in cash and cash equivalents, net		(793	)		1,809			806
Cash and cash equivalents, beginning of year					3,231			1,422			616
Cash and cash equivalents, end of year				$	2,438		$	3,231		$	1,422
Noncash investing and financing transactions:
	Note receivable from sale of subsidiary			$	500		$	500		$	—
	Issuance of note payable in connection with acquisition				2,400			—			—
Supplemental disclosure of cash flow information:
	Cash paid during the year for:
		Interest		$	4,234		$	4,423		$	5,246
		Income taxes			3,740			1,080			303

See accompanying notes to consolidated financial statements.

F-21

EXECUTIVE AIR SUPPORT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2003, 2002 and 2001

(1) Business

          Executive Air Support, Inc. (the “Company”), a Delaware corporation, and subsidiaries are engaged primarily in the aircraft service and support business. Its activities consist of fueling, hangar leasing and related services. The Company currently operates ten fixed-base operation (“FBO”) sites at airports throughout the United States. See note 13 for current year acquisitions.

(2) Summary of Significant Accounting Policies

     (a) Basis of Consolidation

          The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions are eliminated in consolidation.

     (b) Revenue Recognition

          In accordance with Staff Accounting Bulletin 104, Revenue Recognition, the Company recognizes fuel and service revenue when: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the seller’s price to the buyer is fixed or determinable, and collectibility is reasonably assured. In addition, all sales incentives received by customers on fuel purchases under the Company’s Atlantic Awards program are recognized as a reduction of revenue during the period incurred.

          Service revenues include certain fueling fees. The Company receives a fueling fee for fueling certain carriers with fuel owned by such carriers. In accordance with EITF 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent, revenue for these transactions is recorded based on the service fee earned and does not include the cost of the carriers’ fuel.

     (c) Accounting 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 disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses. Actual results could differ from these estimates.

     (d) Cash and Cash Equivalents

          Cash and cash equivalents includes cash and highly liquid investments with original maturity dates of 90 days or less.

     (e) Accounts Receivable

          Accounts receivable consist primarily of amounts due from corporations and individuals and has been shown net of an allowance for doubtful accounts of $220,000 and $384,000 as of December 31, 2003 and 2002, respectively.

          Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade receivables. Concentrations of credit risk with respect to trade receivables are limited due to the Company’s large number of customers and the diverse industries which they represent. As of December 31, 2003 and 2002, the Company had no significant concentrations of credit risk. The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

F-22

EXECUTIVE AIR SUPPORT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     (f) Property and Equipment

          Property and equipment in the accompanying consolidated balance sheet are stated at cost, net of accumulated depreciation and amortization. For financial reporting purposes, depreciation of machinery and equipment is computed on the straight-line method over the estimated service lives of the respective property, which vary from 5 to 10 years. The cost of leasehold improvements is amortized, on a straight-line basis, over the shorter of the estimated service life of the improvement and the respective term of the lease, generally 20 years. Expenditures for renewals and betterments are capitalized, and expenditures for maintenance and repairs are charged to expense as incurred.

     (g) Income Taxes

          The Company accounts for income taxes using the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

     (h) Goodwill and Other Intangible Assets

          On January 1, 2002, the Company adopted SFAS No. 142, Goodwill and Other Intangible Assets. This accounting standard addresses financial accounting and reporting for goodwill and other intangible assets and requires that goodwill amortization be discontinued and replaced with periodic tests of impairment based on fair value. As a result of these periodic reviews, there have been no adjustments to the carrying value of intangible assets or goodwill in 2002 except for the impairment of goodwill related to the sale of the Flight Services division (note 10).

          In conjunction with the adoption of SFAS No. 142, the Company reevaluated the estimated useful lives of its intangible assets and determined that the useful life of the Atlantic Aviation tradename is indefinite and that the useful life of its intangible assets that represent rights to operate at the respective airports should be increased from 20 years to 40 years. The effect of these changes in estimates was a reduction of 2002 amortization expense of approximately $1.5 million.

          The changes in the carrying value of goodwill for the years ended December 31, 2003 and 2002 are as follows (in thousands):

Balance, December 31, 2001	$	40,547
Goodwill from discontinued operations		(10,554	)
Other		3,229
Balance, December 31, 2002		33,222
Goodwill from discontinued operations		—
Other		—
Balance, December 31, 2003	$	33,222

F-23

EXECUTIVE AIR SUPPORT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

          Intangible assets as of December 31, 2003 and 2002 are as follows (in thousands):

		2003
				Gross				Net
				Carrying		Accumulated		Intangible
Amortized Intangible Assets		Useful Life		Amount		Amortization		Assets
Airport lease rights			40	$	50,930	$	5,208	$	45,722
Customer relationships			13		1,739		424		1,315
Tradename			Indefinite		5,794		307		5,487
	Total			$	58,463	$	5,939	$	52,524

		2002
				Gross				Net
				Carrying		Accumulated		Intangible
Amortized Intangible Assets		Useful Life		Amount		Amortization		Assets
Airport lease rights			40	$	48,075	$	3,951	$	44,124
Customer relationships			13		1,739		286		1,453
Tradename			Indefinite		5,794		307		5,487
	Total			$	55,608	$	4,544	$	51,064

          Amortization expense related to intangible assets totaled $1.4, $1.5 and $5.6 million for the years ended December 31, 2003, 2002, and 2001, respectively. The estimated aggregate future amortization expense for intangible assets remaining as of December 31, 2003 is as follows (in thousands):

          Aggregate amortization expense for the year ended December 31:

2004	$	1,466
2005		1,466
2006		1,466
2007		1,466
2008		1,466
Thereafter		39,707
	$	47,037

          Net income for fiscal 2001, exclusive of goodwill amortization of $2,142, and exclusive of tradename amortization of $216, net of tax benefit of $144, would have been $872.

     (i) Accounting for Stock-Based Employee Compensation Arrangements

          The Company applies the intrinsic value-based method of accounting for stock-based employee compensation arrangements. No stock option based employee compensation costs are reflected in the Company’s net income (loss), as all options granted had an exercise price greater than the market value of the Company’s underlying common stock at the date of grant. Had the Company elected to recognize compensation cost based on the fair value of the stock options at the date of grant, such compensation expense would have been insignificant.

(j)                         Derivative Financial Instruments

          The Company adopted SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, at the beginning of its fiscal year 2001. The standard requires the Company to recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair

F-24

EXECUTIVE AIR SUPPORT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

value through the statement of operations. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives will either be offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings, or recognized in other comprehensive income (loss) until the hedged item is recognized in earnings. The ineffective portion of a derivative’s changes in fair value will be immediately recognized in earnings.

(k)                         New Accounting Pronouncements

          In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities, an interpretation of ARB No. 51, which addresses the consolidation by business enterprises of variable interest entities. This provision had no impact on the consolidated financial statements.

          In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 100 on Derivative Instruments and Hedging Activities, which amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133. This provision had no impact on the Company’s consolidated financial statements.

          In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity, which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This provision had no impact on the Company’s consolidated financial statements.

          In December 2003, FASB issued SFAS No. 132 (revised), Employers’ Disclosures About Pensions and Other Postretirement Benefits. Statement 132 (revised) prescribes employers’ disclosures about pension plans and other postretirement benefit plans; it does not change the measurement or recognition of those plans. The statement retains and revises the disclosure requirements contained in the original Statement 132. It also requires additional disclosures about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other postretirement benefit plans. See note 6 for revised requirements applicable to the Company for the years ended December 31, 2003 and 2002.

(l)                         Fair Market Value of Financial Instruments

          The carrying amount reported for long-term debt approximates fair value because the underlying instruments are at rates similar to current rates offered to the Company for debt with the same remaining maturities. The carrying value of the Company’s trade and other receivables and accounts payable approximate fair value due to their short-term maturities.

(m)                         Reclassifications

          Certain amounts reported in the 2002 and 2001 consolidated financial statements have been reclassified to conform to the 2003 presentation.

(n)                         Impairment of Long-Lived Assets

          Long-lived assets, except for goodwill and indefinite lived assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

F-25

EXECUTIVE AIR SUPPORT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(3) Property and Equipment

          Property and equipment are summarized as follows (in thousands):

		December 31,
		2003			2002
Machinery and equipment		$	4,025		$	3,484
Leasehold improvements			38,611			32,018
	Total property and equipment		42,636			35,502
Accumulated depreciation and amortization			(5,673	)		(3,560	)
		$	36,963		$	31,942

(4) Long-Term Debt

          Long-term debt at December 31, 2003 and 2002 consists of the following (in thousands):

	2003			2002
Term notes	$	17,753		$	24,186
Subordinated debt		17,267			17,121
Revolving credit agreement		1,000			—
Other notes payable (see note 13)		3,565			1,696
		39,585			43,003
Less current portion		(6,808	)		(4,776	)
	$	32,777		$	38,227

          The Company has two term notes. The first term note (“Term Note A”) is a $20 million note payable to a bank and bears interest at either the bank’s base rate or LIBOR, at the Company’s discretion, and a margin, as defined, which varies from 0.75% to 2.25% for interest based on the bank’s base rate and from 2.25% to 3.75% for interest based on LIBOR (4.15% at December 31, 2003). As of December 31, 2003, the outstanding balance of Term Note A was $9.4 million and is payable as follows: $5.0 million and $4.4 million in 2004 and 2005, respectively.

          The second term note (“Term Note B”) is a $10 million note payable to a bank and bears interest at either the bank’s base rate or LIBOR, at the Company’s discretion, and a margin, as defined, which varies from 2.0% to 2.5% for interest based on the bank’s base rate and from 3.5% to 4.0% for interest based on LIBOR (4.65% at December 31, 2003). As of December 31, 2003, the outstanding balance of Term Note B was $8.4 million and is payable as follows: $100,000, $100,000 and $8.2 million in 2004 to 2006, respectively.

          The Company has a $10 million revolving credit agreement with a bank subject to certain limitations. As of December 31, 2003, there was $1 million outstanding under the revolving credit agreement and the Company had available borrowing capacity of approximately $3.2 million. Borrowings bear interest at rates consistent with the interest rate terms of Term Note A. The revolving credit agreement expires on December 21, 2005. The term notes and the revolving credit agreement are secured by substantially all the assets of the Company.

          The subordinated debt is unsecured and consists of four notes payable aggregating $17.9 million. Two of the subordinated notes, totaling $17.5 million, are payable to two of the Company’s shareholders, bear interest at 13% and are payable in 2007. These notes were issued at a discount of approximately

F-26

EXECUTIVE AIR SUPPORT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

$1.0 million, which is being amortized over the life of the notes. The unamortized discount was $583,000 and $729,000 as of December 31, 2003 and 2002. Subordinated debt also includes a $250,000 note payable to a shareholder and a $100,000 note payable to a third party. These two notes bear interest at 6% and are payable in 2005. Total subordinated debt payable to shareholders, net of discount, of $17.2 million and $17.0 million as of December 31, 2003 and 2002, respectively, is classified as long-term debt, related parties in the accompanying balance sheets.

          The term notes and subordinated notes contain customary financial covenants that include maintaining or exceeding certain financial ratios, limitations on sales of assets, limitations on capital expenditures, and limitations on additional debt.

          During 2001, the Company entered into a $15 million interest rate swap agreement in order to mitigate interest rate risk. Under the terms of the agreement, the Company pays interest based on a fixed rate of 5.74% through January 9, 2006, and receives interest based on a floating rate of LIBOR (1.17% at December 31, 2003). In accordance with SFAS No. 133, the Company concluded that the interest rate swap qualified as a cash flow hedge bearing no ineffectiveness at inception. The Company anticipates the hedge to remain perfectly effective on an on-going basis because the critical terms of the interest rate swap and the hedged debt obligation are expected to coincide throughout the term of the interest rate swap. The fair value of the agreement was a liability of approximately $1.1 million and $1.5 million at December 31, 2003 and 2002, respectively, which is included in other long-term liabilities on the accompanying consolidated balance sheets with an offsetting amount recorded in accumulated other comprehensive loss.

          Maturities and aggregate principal payments of long-term debt are as follows (in thousands):

2004	$	6,808
2005		7,141
2006		8,368
2007		17,101
2008		92
Thereafter		75
	$	39,585

(5) Income Taxes

          The income tax provision (benefit) consisted of the following for the years ended December 31, 2003, 2002, and 2001 (in thousands):

		2003			2002			2001
Continuing operations:
Federal — current		$	2,596		$	—		$	364
Federal — deferred			586			1,546			(161	)
State — current			1,028			1,677			955
State — deferred			(18	)		(73	)		(44	)
	Total		4,192			3,150			1,114
Discontinued operations			(208	)		602			(223	)
	Total income tax provision	$	3,984		$	3,752		$	891

F-27

EXECUTIVE AIR SUPPORT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

          The difference between the actual provision for income taxes from continuing operations and the “expected” provision for income taxes computed by applying the U.S. federal corporate tax rate of 34% to income from continuing operations before taxes is attributable to the following (in thousands):

	2003		2002			2001
Provision for federal income taxes at statutory rate	$	3,480	$	2,751		$	193
State income taxes, net of federal tax benefit		614		486			34
Other		98		(87	)		30
Nondeductible goodwill amortization		—		—			857
Provision for income taxes		4,192		3,150			1,114

          Total deferred tax assets and liabilities as of December 31, 2003 and 2002 are as follows (in thousands):

		2003			2002
Deferred tax assets:
	Net operating loss carryforwards	$	926		$	1,732
	Warrants		488			—
	Deferred revenue		362			240
	Other		2,897			3,199
			4,673			5,171
Deferred tax liabilities:
	Intangibles		(21,701	)		(21,020	)
	Property and equipment		(1,013	)		(1,284	)
	Other		(2,474	)		(1,511	)
			(25,188	)		(23,815	)
Net deferred tax liability			(20,515	)		(18,644	)
Less — current deferred tax asset			2,351			2,204
Noncurrent deferred tax liability		$	(22,866	)	$	(20,848	)

          In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. At December 31, 2003 and 2002, respectively, the Company has determined that it is more likely than not that the remaining net deferred tax assets will be realized.

          At December 31, 2003 and 2002, the Company had available net operating loss carryforwards of approximately $2.3 million and $4.8 million, respectively, and tax credit carryforwards of $380,000. The federal net operating loss carryforwards available for use are limited, on an annual basis, due to the change in control of the respective subsidiaries in which such losses were incurred. The net operating loss carryforwards expire beginning in 2007 and continuing through 2020; however, the tax credits can be carried forward indefinitely.

F-28

EXECUTIVE AIR SUPPORT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(6) Employee Benefit Plans

          The Company’s union employees located at Philadelphia International and Teterboro Airports are covered by the International Association of Machinists National Pension Fund. Contributions payable to the plan during 2003 and 2002 were $204,973 and $185,605, respectively.

          The Company also sponsors a retiree medical and life insurance plan available to certain employees for Atlantic Aviation. Currently, the plan is funded as required to pay benefits and, at December 31, 2003 and 2002, the plan had no assets. The Company accounts for postretirement health care and life insurance benefits in accordance with SFAS No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions. This Statement requires the accrual of the cost of providing postretirement benefits during the active service period of the employee. The accumulated benefit obligation at December 31, 2003 and 2002, using an assumed discount rate of 6% and 6.75%, was approximately $0.8 million and $0.9 million, respectively, and the net periodic postretirement benefit costs during 2003, 2002 and 2001 were $101,854, $123,921 and $83,845, using an assumed discount rate of 6.75%, 7.25% and 7.25%, respectively. The postretirement benefit cost was determined using January 1, 2003 and 2002 data. There have been no changes in plan provisions during 2003 or 2002. For measurement purposes, a 13% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2003 and assumed to decrease gradually to 5% by 2014 and remain at that level thereafter. A one-percentage-point increase (decrease) in the assumed health care cost trend rate would have increased (reduced) the postretirement benefit obligation by $49,397 and ($45,645), respectively. Estimated contributions by the Company in 2004 are approximately $190,000.

          The Company has a Savings and Investment Plan (the “Plan”) for Atlantic Aviation that qualifies under Section 401(k) of the Internal Revenue Code. Substantially, all full-time, nonunion employees and, pursuant to union contracts, many union employees are eligible to participate by electing to contribute 1% to 6% of gross pay to the Plan. Under the Plan, the Company is required to make contributions equal to 50% of employee contributions, up to a maximum of 6% of eligible employee compensation. Employees may elect to contribute to the Plan an additional 1% to 9% of gross pay that is not subject to match by the Company. Company matching contributions totaled approximately $120,000, $172,000 and $0 during fiscal 2003, 2002 and 2001, respectively. The Company may make discretionary contributions to the plan; however, there were no discretionary contributions made during fiscal 2003, 2002 and 2001.

(7) Commitments and Contingencies

Operating Leases

          The Company leases hangar and other facilities at several airport locations under operating leases expiring between 2004 and 2020, which are generally renewable, at the Company’s option, for substantial periods at increased rentals. These leases generally restrict their assignability and the use of the premises to activities associated with general aviation. The leases provide for supplemental rentals based on certain sales and other circumstances.

          At December 31, 2003, the Company was obligated under the lease agreements to construct certain facilities. The total remaining cost of these projects is estimated to be $3 million.

F-29

EXECUTIVE AIR SUPPORT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

          Minimum annual rentals required to be paid under noncancelable operating leases with terms in excess of one year are as follows (in thousands):

2004		$	5,435
2005			5,461
2006			5,558
2007			5,401
2008			5,425
Years 2009 through 2020			80,230
	Total	$	107,510

          Rent expense charged to operations in 2003, 2002 and 2001 was approximately $5 million, $5.1 million and $5.8 million, respectively.

          The Company has entered into employment agreements with certain executives. The terms of the agreements provide for compensation levels and termination provisions.

Environmental Matters

          Laws and regulations relating to environmental matters may affect the operations of the Company. The Company believes that its policies and procedures with regard to environmental matters are adequate to prevent unreasonable risk of environmental damage and related financial liability. Some risk of environmental and other damage is, however, inherent in particular operations of the Company. The Company maintains adequate levels of insurance coverage with respect to environmental matters. As of December 31, 2003 and 2002, management does not believe that environmental matters will have a significant effect on the Company’s operations.

Legal Proceedings

          On or about May 15, 2002, the families of two pilots killed in a plane crash in 2000 filed complaints in New York County Supreme Court against a number of parties, including the Company and a formerly owned subsidiary, Million Air Interlink, Inc., or Million Air Interlink, asserting claims for punitive damages, wrongful death and pain and suffering. The plaintiffs are each seeking $100 million in punitive damages, $100 million for wrongful death and $5 million for pain and suffering. The plaintiffs’ claim arises out of the facts surrounding a plane crash allegedly caused by one of the aircraft’s engines losing power, which caused the plane to crash, killing all on board. The engine lost power as a result of fuel starvation. The plaintiffs allege this was caused by insufficient fuel or design fault. The plane had last been refueled prior to the accident at the Company’s Farmingdale FBO operated by Flightways of Long Island, Inc., or Flightways, on the day of the accident.

          The Company and Million Air Interlink moved to dismiss the complaints for lack of jurisdiction because Flightways, rather than the Company or Million Air, was the entity that operated the Farmingdale FBO, and that employed the person who refueled the plane in question. The court denied the motion, permitting discovery to go forward on the jurisdictional issues, and with leave for the defendants to refile the motion if discovery warranted doing so. Flightways was added as a defendant. USAIG, the insurer of Flightways under the primary insurance policy, has assumed the defense on behalf of the three Atlantic defendants, has denied any liability and is vigorously contesting the claims made. Discovery is proceeding, though not much has been taken in the cases thus far. The Company believes that the risk of a judgment by the court against them for an amount of damages approaching the amounts claimed by the plaintiffs is remote. In addition, liability insurance for an amount of up to $50 million is available in the event

F-30

EXECUTIVE AIR SUPPORT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Flightways is found liable and liability insurance for an amount of up to $1 million is available to each of the Company and Million Air Interlink in the event either or both companies are found liable. The sale and purchase agreement with the Company provides for an indemnity of $20 million, which would be available in the event of a judgment against any of the defendants. However, there is no assurance the Company’s selling shareholders will have sufficient resources to meet their indemnity obligation in the event the Company seeks to claim an amount pursuant to this indemnification provision. The Company believes it is remote that a judgment for damages against them will be in excess of the indemnity or the insurance coverage available or both.

          The Company is involved in various claims and lawsuits incidental to its business. In the opinion of management, these claims and suits in the aggregate will not have a material adverse effect on the Company’s business, financial condition, or results of operations.

(8) Related-Party Transactions

          The Company issued 699,500 warrants during fiscal 2000 to a shareholder. The warrants have an exercise price of $3.62 per share and are exercisable upon the earlier of August 31, 2010 or the sale of the Company.

          On December 21, 2000, the Company issued 1,104,354 warrants to a shareholder (the “Warrant Holder”) in conjunction with the issuance of subordinated debt. The warrants have an exercise price of $0.01 per share and are exercisable at any time through December 21, 2010. Beginning in the first quarter of 2007, the Company can buy the warrants from the Warrant Holder at the then fair value of the warrants, as defined. Beginning in the first quarter of 2006, the Warrant Holder can sell the warrants to the Company at the then fair value of the warrants, as defined. Due to the Warrant Holder’s ability to sell the warrants to the Company for cash, the Company has recorded the fair value of the warrants as a liability in accordance with EITF 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.

          The fair value of the warrants is included in other long-term liabilities in the accompanying consolidated balance sheets, and subsequent changes in fair value are reflected in the Company’s operating results. As of December 31, 2003 and 2002, the fair value of these warrants was $2,244,000 and $1,025,000, respectively, and has been included in other long-term liabilities. The change in the fair value of the warrants of $1,219,000 during fiscal 2003 was recorded in other expense on the accompanying consolidated statement of operations. The change in the fair value of the warrants during fiscal 2002 and 2001 was insignificant. The fair value of the warrants has been determined based on the estimated fair value of the Company’s common stock and the exercise price of the warrants.

(9)     Redeemable, Convertible Preferred Stock

          The Company’s preferred stock is redeemable at any time after March 15, 2005, at the option of the preferred stockholders. Each share of preferred stock automatically converts into shares of common stock at a defined conversion price plus cash of $1.81 per share upon the public sale of the Company’s common stock or upon the sale of the Company’s common stock or assets in excess of a certain value, as defined. Dividends related to the preferred stock are cumulative and accrue at 8% per year. No preferred dividends were declared during 2003 or 2002. Dividends in arrears were approximately $17.5 million and $12.1 million at December 31, 2003 and 2002, respectively. The preferred stock is convertible into shares of the Company’s common stock determined by dividing the conversion price, as defined, by $3.62 per share.

F-31

EXECUTIVE AIR SUPPORT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(10) Stock Options

          In 2000, the Company adopted a stock option plan whereby the Company may grant incentive stock options or nonqualified stock options to employees to purchase the Company’s common stock, hereinafter referred to as the “Plan.” The incentive stock options or nonqualified options are to be granted at no less than the fair market value of the shares at the date of grant. Under the plan, stock options expire ten years after issuance and generally vest ratably over five years. Activity under the Plan for the years ended December 31, 2003, 2002 and 2001 was as follows:

				Weighted Average
	Number of Shares			Exercise Price
Outstanding, December 31, 2000		384,160		$	3.62
Granted at fair value		1,255,688			3.62
Forfeited		(25,000	)		—
Exercised		—			—
Outstanding at December 31, 2001		1,614,848		$	3.62
Granted at fair value		125,000			3.62
Forfeited		(381,000	)		—
Exercised		—			—
Outstanding at December 31, 2002		1,358,848		$	3.62
Granted at fair value		40,000			3.62
Forfeited		—			—
Exercised		—			—
Outstanding at December 31, 2003		1,398,848		$	3.62

          Options exercisable at December 31, 2003 and 2002 were 823,229 and 516,319, respectively, with a weighted average exercise price of $3.62. The weighted average remaining contractual life of the options outstanding at December 31, 2003 and 2002 was 6.7 years and 7.7 years, respectively.

(11) Sale of Interlink

          In December of 2001, the Company committed to a plan to sell its Million Air Interlink subsidiary. In April 2002, the Company sold the subsidiary to a third party for $1.25 million in cash and a $500,000 note receivable. Income from operations of $0, $91,000 and $(290,000), and loss on disposal of $265,000, $320,000 and $649,000, respectively, were reflected in discontinued operations during 2003, 2002 and 2001. During 2003, the Company fully reserved the remaining portion of the note receivable of approximately $442,000 due to uncertainty of collectibility. Million Air laterlink revenues for 2002 and 2001 were approximately $195,177 and $638,310, respectively.

(12) Sale of Flight Services

          During 2002, the Company committed to a plan to sell its Flight Services division. On February 28, 2003, the Company entered into an agreement to sell the division. Based on estimated net proceeds from the sale of $1 million, the Company recorded a loss on disposal of approximately $11.5 million, which included an impairment of goodwill and intangible assets of approximately $11.2 million. The income from operations of $121,000 and $106,000 for 2003 and 2002, respectively, and the loss on disposal of $170,000 and $11.3 million for 2003 and 2002, respectively, have been reflected as discontinued operations in the accompanying consolidated statements of operations. The assets and

F-32

EXECUTIVE AIR SUPPORT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

liabilities for the flight services division have been presented separately in the accompanying consolidated balance sheets for 2003 and 2002. Flight Services revenues for 2003, 2002, and 2001 were approximately $2 million, $15 million, and $20 million, respectively.

(13) New Orleans Acquisition

          On December 31, 2003, the Company acquired 100% of the outstanding common shares of General Aviation LLC (“GA”), a fixed base operations facility located in New Orleans. On December 31, 2003, the Company also acquired the net assets of General Aviation New Orleans (“GANO”), another fixed base operations facility in New Orleans. These facilities were acquired under the Member Interests Purchase Agreement which was signed on December 17, 2003. The net assets of these entities have been included in the consolidated financial statements of the Company as of December 31, 2003. The aggregate purchase price was approximately $6.1 million, of which $3.7 million was paid in cash, $0.4 million of cash was acquired and $0.4 million of cash was collected in January 2004 related to the cash surrender value of certain life insurance policies acquired. The remaining consideration consisted of an assumed note payable of $2.4 million, which was paid January 2, 2004. Total tangible net assets acquired were $4.3 million. Of the remaining consideration, $2.9 million was recorded in other intangibles related to airport leases, which will be amortized over 40 years, and $1.1 million was recorded in related deferred tax liabilities. The Company is still in the process of determining allocation of the purchase price, and the purchase price is subject to change. The Company’s unaudited pro forma revenue and net income (loss) would have been $87.2 million and $5.5 million for 2003 and $76.4 million and $(6.7) million for 2002, respectively, had it owned GA and GANO as of January 1, 2002.

          The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands).

Current assets		$	921
Property and equipment			3,904
Intangible assets			2,855
Other assets			445
	Total assets acquired		8,125
Current liabilities			735
Non-current liabilities			1,142
Notes payable			195
	Total liabilities assumed		2,072
	Net assets acquired	$	6,053

(14) Subsequent Event

          In January 2004, the Company entered into an agreement with Talon LLC to build a new hangar and office space at the Farmingdale, New York FBO. Talon will bear all costs of the construction and will make the hangar and office space available to the Company for lease. The lease term is 20 years with an expiration date of July 31, 2024. Lease payments due to the Company under the lease begin when the hangar and office space is available for use and total approximately $200,000 annually.

(15) Subsequent Event (unaudited)

          On April 29, 2004, the Company entered into an agreement with a third party to sell all of its stock for the sum of approximately $217 million in an all cash transaction. The transaction was closed on July 29, 2004.

F-33

EXECUTIVE AIR SUPPORT, INC.

CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

June 30, 2004

(Unaudited)

F-34

EXECUTIVE AIR SUPPORT, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

June 30, 2004 and December 31, 2003

(Dollars in thousands)

			June 30,			December 31,
			2004			2003
			(Unaudited)
Assets
Current assets:
	Cash and cash equivalents		$	1,554		$	2,438
	Accounts receivable, net of allowance for doubtful accounts of $349 and $220			3,351			3,026
	Inventories			608			615
	Prepaid expenses and other			1,231			1,678
	Deferred tax assets			4,631			2,351
		Total current assets		11,375			10,108
Property and equipment, net				38,458			36,963
Other assets:
	Goodwill			33,234			33,222
	Contract rights and other intangibles, net			51,794			52,524
	Deferred financing costs, net			1,116			1,348
	Other			564			1,045
		Total other assets		86,708			88,139
		Total assets	$	136,541		$	135,210
Liabilities, Redeemable Preferred Stock and Stockholders’ Deficit
Current liabilities:
	Accounts payable		$	3,717		$	3,399
	Income taxes payable			63			814
	Accrued payroll and other payroll liabilities			1,185			749
	Accrued interest payable			255			280
	Environmental accrual			623			638
	Other accrued liabilities			293			333
	State and local tax liabilities			277			328
	Accrued insurance payable			522			500
	Current maturities of long-term debt			6,156			6,808
	Customer deposits and deferred hanger rentals			1,057			1,042
	Liabilities from discontinued operations			251			380
		Total current liabilities		14,399			15,271
Deferred tax liabilities				24,249			22,866
Long-term debt, net of current maturities				10,257			15,610
Long-term debt, related parties				17,240			17,167
Other long-term liabilities				9,038			4,455
		Total liabilities		75,183			75,369
Redeemable, convertible preferred stock				64,099			64,099
Commitments and contingencies				—			—
Stockholders’ deficit:
	Common stock, $0.01 par value. Authorized 30,000,000 shares; issued and outstanding 1,895,684 shares at June 30, 2004 and December 31, 2003			19			19
	Paid-in capital			195			195
	Accumulated other comprehensive loss, net of income tax			(437	)		(685	)
	Accumulated deficit			(2,518	)		(3,787	)
		Total stockholders’ deficit		(2,741	)		(4,258	)
		Total liabilities and stockholders’ deficit	$	136,541		$	135,210

See accompanying notes to consolidated condensed financial statements.

F-35

EXECUTIVE AIR SUPPORT, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

Six Months Ended June 30, 2004 and 2003

(Dollars in thousands)

				Six Months Ended
				June 30,
				2004			2003
				(Unaudited)
Fuel revenue					36,052			27,871
Service revenue					12,871			10,647
		Total revenue			48,923			38,518
Cost of revenue — fuel					18,345			13,116
Cost of revenue — service					1,265			1,007
		Gross profit			29,313			24,395
Selling, general and administrative expenses					18,264			14,445
Depreciation					1,190			1,039
Amortization					733			698
		Operating profit			9,126			8,213
Other expense					5,315			52
Interest expense					2,147			2,426
Interest income					(27	)		(47	)
			Income (loss) from continuing operations before income tax provision		1,691			5,782
Provision for income taxes					674			2,306
			Income (loss) from continuing operations		1,017			3,476
Discontinued operations:
	Net income (loss) from operations of discontinued operations (net of applicable income tax provision)				252			(74	)
			Loss on disposal of discontinued operations net of applicable income tax (benefit) provision		—			(435	)
			Income (loss) from discontinued operations		252			(509	)
			Net income	$	1,269		$	2,967
Net income (loss) applicable to common stockholders:
			Net income	$	1,269		$	2,967
			Less: Preferred stock dividends		2,680			2,680
			Net income (loss) applicable to common stockholders	$	(1,411	)	$	287

See accompanying notes to consolidated condensed financial statements.

F-36

EXECUTIVE AIR SUPPORT, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

Six Months Ended June 30, 2004 and 2003

(Dollars in thousands)

				2004			2003
				(Unaudited)
Cash flows from operating activities:
	Net income			$	1,269		$	2,967
	Adjustments to reconcile net income to net cash provided by operating activities:
		Fair value adjustment for outstanding warrant liability			5,254			—
		Depreciation and amortization			1,923			1,737
		Noncash interest expense and other			305			285
		Deferred taxes			(1,063	)		(28	)
	Changes in assets and liabilities, net of effects of acquisition:
		Accounts receivable			(325	)		(1,627	)
		Inventories			7			158
		Prepaid expenses and other			796			852
		Liabilities from discontinued operations			—			(279	)
		Accounts payable			318			744
		Accrued payroll, environmental, interest and other			(51	)		(1,280	)
		Customer deposits and deferred hanger rent			15			26
		Income taxes payable			(759	)		1,619
			Net cash provided by operating activities		7,689			5,174
Cash flows from investing activities:
	Proceeds from sale of flight services				—			2,000
	Capital expenditures				(2,700	)		(537	)
	Other assets				127			(302	)
			Net cash provided by (used in) investing activities		(2,573	)		1,161
Cash flows from financing activities:
	Payment of long-term debt				(2,651	)		(4,911	)
	Payment on short-term note payable				(2,349	)		—
	Payments of revolving credit agreement				(1,000	)		—
			Net cash used in financing activities		(6,000	)		(4,911	)
			(Decrease) increase in cash and cash equivalents, net		(884	)		1,424
Cash and cash equivalents, beginning of year					2,438			3,231
Cash and cash equivalents, end of year				$	1,554		$	4,655

See accompanying notes to consolidated condensed financial statements.

F-37

EXECUTIVE AIR SUPPORT, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

June 30, 2004

(Unaudited)

(1)  Business

          Executive Air Support, Inc. (the Company), a Delaware corporation, and subsidiaries are engaged primarily in the aircraft service and support business. Its activities consist of fueling, hangar leasing, and related services. The Company currently operates ten fixed-base operation (FBO) sites at airports throughout the United States.

(2)  Basis of Presentation

          The consolidated interim financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission and, in the opinion of management, include all adjustments which, except as described elsewhere herein, are of a normal recurring nature, necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented. The results for interim periods are not necessarily indicative of results for the entire year. The financial statements presented herein should be read in connection with the Company’s audited consolidated financial statements for the year ended December 31, 2003.

(3)  Summary of Significant Accounting Policies

     (a)  Basis of Consolidation

          The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions are eliminated in consolidation.

     (b)  Revenue Recognition

          In accordance with Staff Accounting Bulletin 104, Revenue Recognition, the Company recognizes fuel and service revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the seller’s price to the buyer is fixed or determinable, and collectibility is reasonably assured. In addition, all sales incentives received by customers on fuel purchases under the Company’s Atlantic Awards program are recognized as a reduction of revenue during the period incurred.

          Service revenues include certain fueling fees. The Company receives a fueling fee for fueling certain carriers with fuel owned by such carriers. In accordance with EITF 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent, revenue for these transactions is recorded based on the service fee earned and does not include the cost of the carriers’ fuel.

     (c)  Accounting 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 disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses. Actual results could differ from these estimates.

     (d) Cash and Cash Equivalents

          Cash and cash equivalents include cash and highly liquid investments with original maturity dates of 90 days or less.

F-38

EXECUTIVE AIR SUPPORT, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

     (e)  Accounts Receivable

          Accounts receivable consist primarily of amounts due from corporations and individuals and has been shown net of an allowance for doubtful accounts of $349 and $220 as of June 30, 2004 and December 31, 2003, respectively.

          Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade receivables. Concentrations of credit risk with respect to trade receivables are limited due to the Company’s large number of customers and the diverse industries which they represent. As of June 30, 2004 and December 31, 2003, the Company had no significant concentrations of credit risk. The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

     (f)  Property and Equipment

          Property and equipment in the accompanying consolidated balance sheet are stated at cost, net of accumulated depreciation and amortization. For financial reporting purposes, depreciation of machinery and equipment is computed on the straight-line method over the estimated service lives of the respective property, which vary from 5 to 10 years. The cost of leasehold improvements is amortized, on a straight-line basis, over the shorter of the estimated service life of the improvement and the respective term of the lease, generally 20 years. Expenditures for renewals and betterments are capitalized, and expenditures for maintenance and repairs are charged to expense as incurred.

     (g)  Accounting for Stock-Based Employee Compensation Arrangements

          The Company applies the intrinsic value-based method of accounting for stock-based employee compensation arrangements. No stock option-based employee compensation costs are reflected in the Company’s net income (loss), as all options granted had an exercise price greater than the market value of the Company’s underlying common stock at the date of grant. Had the Company elected to recognize compensation cost based on the fair value of the stock options at the date of grant under SFAS 123, such compensation expense would be insignificant.

     (h)  Fair Market Value of Financial Instruments

          The carrying amount reported for long-term debt approximates fair value because the underlying instruments are at rates similar to current rates offered to the Company for debt with the same remaining maturities. The carrying value of the Company’s trade and other receivables and accounts payable approximate fair value due to their short-term maturities.

     (i)  Impairment of Long-Lived Assets

          Long-lived assets, except for goodwill and indefinite lived assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

F-39

EXECUTIVE AIR SUPPORT, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

(4)  Property and Equipment

          The components of property and equipment consist of the following (in thousands):

	June 30, 2004			December 31, 2003
Machinery and equipment	$	4,133		$	4,025
Leasehold improvements		41,189			38,611
Total property and equipment		45,322			42,636
Accumulated depreciation and amortization		(6,864	)		(5,673	)
Property and equipment, net	$	38,458		$	36,963

(5)  Long-Term Debt

          Long-term debt at June 30, 2004 and December 31, 2003 consists of the following (in thousands):

	June 30, 2004			December 31, 2003
Term notes	$	15,203		$	17,753
Subordinated debt		17,340			17,267
Revolving credit agreement		—			1,000
Other notes payable		1,110			3,565
		33,653			39,585
Less current portion		(6,156	)		(6,808	)
	$	27,497		$	32,777

          The Company has a $10 million revolving credit agreement with a bank subject to certain limitations. As of June 30, 2004 and December 31, 2003, there was $0 and $1.0 million outstanding, respectively, under the revolving credit agreement and the Company had available borrowing capacity of approximately $4.2 and $3.2 million, respectively. The revolving credit agreement expires on December 21, 2005, and is secured by substantially all the assets of the Company.

          During 2001, the Company entered into a $15 million interest rate swap agreement in order to hedge its exposure to fluctuations in interest rates on its term notes. Under the terms of the agreement, the Company pays interest based on a fixed rate of 5.74% through January 9, 2006, and receives interest based on a floating rate of LIBOR (2.47% at June 30, 2004). In accordance with SFAS No. 133, the Company concluded that the interest rate swap qualified as a cash flow hedge bearing no ineffectiveness at inception. The Company anticipates the hedge to remain perfectly effective on an ongoing basis because the critical terms of the interest rate swap and the hedge debt obligation are expected to coincide throughout the term of the interest rate swap. The fair value of the agreement was a liability of approximately $.7 million and $1.1 million at June 30, 2004 and December 31, 2003, respectively, which is included in other long-term liabilities on the accompanying consolidated balance sheets with an offsetting amount recorded in accumulated other comprehensive loss.

(6) Commitments and Contingencies

          At June 30, 2004, the Company was obligated under the lease agreements to construct certain facilities. The total remaining cost of these projects is estimated to be $1.5 million.

F-40

EXECUTIVE AIR SUPPORT, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

Environmental Matters

          Laws and regulations relating to environmental matters may affect the operations of the Company. The Company believes that its policies and procedures with regard to environmental matters are adequate to prevent unreasonable risk of environmental damage and related financial liability. Some risk of environmental and other damage is, however, inherent in particular operations of the Company. The Company maintains adequate levels of insurance coverage with respect to environmental matters. As of June 30, 2004 and December 31, 2003, management does not believe that environmental matters will have a significant effect on the Company’s operations.

Legal Proceedings

          On or about May 15, 2002, the families of two pilots killed in a plane crash in 2000 filed complaints in New York County Supreme Court against a number of parties, including the Company and a formerly owned subsidiary, Million Air Interlink, Inc., or Million Air Interlink, asserting claims for punitive damages, wrongful death and pain and suffering. The plaintiffs are each seeking $100 million in punitive damages, $100 million for wrongful death and $5 million for pain and suffering. The plaintiffs’ claim arises out of the facts surrounding a plane crash allegedly caused by one of the aircraft’s engines losing power, which caused the plane to crash, killing all on board. The engine lost power as a result of fuel starvation. The plaintiffs allege this was caused by insufficient fuel or design fault. The plane had last been refueled prior to the accident at the Company’s Farmingdale FBO operated by Flightways of Long Island, Inc., or Flightways, on the day of the accident.

          The Company and Million Air Interlink moved to dismiss the complaints for lack of jurisdiction because Flightways, rather than the Company or Million Air, was the entity that operated the Farmingdale FBO and that employed the person who refueled the plane in question. The court denied the motion, permitting discovery to go forward on the jurisdictional issues, and with leave for the defendants to refile the motion if discovery warranted doing so. Flightways was added as a defendant. USAIG, the insurer of Flightways under the primary insurance policy, has assumed the defense on behalf of the three defendants, has denied any liability and is vigorously contesting the claims made. Discovery is proceeding, though not much has been taken in the cases thus far. The Company believes that the risk of a judgment by the court against it for an amount of damages approaching the amounts claimed by the plaintiffs is remote. In addition, liability insurance for an amount of up to $50 million is available in the event Flightways is found liable and liability insurance for an amount of up to $1 million is available to each of the Company and Million Air Interlink in the event either or both companies are found liable. The sale and purchase agreement with EAS provides for an indemnity of $20 million, which would be available in the event of a judgment against any of the defendants. However, there is no assurance the Company selling shareholders will have sufficient resources to meet their indemnity obligation in the event the Company seeks to claim an amount pursuant to this indemnification provision. The Company believes it is remote that a judgment for damages against it will be in excess of the indemnity or the insurance coverage available, or both.

          The Company is involved in various claims and lawsuits incidental to its business. In the opinion of management, these claims and suits in the aggregate will not have a material adverse effect on the Company’s business, financial condition, or results of operations.

(7) Related-Party Transactions

          The Company issued 699,500 warrants during fiscal 2000 to a shareholder. The warrants have an exercise price of $3.62 per share and are exercisable upon the earlier of August 31, 2010 or the sale of the Company.

F-41

EXECUTIVE AIR SUPPORT, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

          On December 21, 2000, the Company issued 1,104,354 warrants to a shareholder (the “Warrant Holder”) in conjunction with the issuance of subordinated debt. The warrants have an exercise price of $0.01 per share and are exercisable at any time through December 21, 2010. Beginning in the first quarter of 2007, the Company can buy the warrants from the Warrant Holder at the then fair value of the warrants, as defined. Beginning in the first quarter of 2006, the Warrant Holder can sell the warrants to the Company at the then fair value of the warrants, as defined. Due to the warrant holder’s ability to sell the warrants to the Company for cash, the Company has recorded the fair value of the warrants as a liability in accordance with EITF 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.

          The fair value of the warrants is included in other long-term liabilities in the accompanying consolidated balance sheets and subsequent changes in fair value are reflected in the Company’s operating results. As of June 30, 2004 and December 31, 2003, the fair value of these warrants was $7,498,000 and $2,244,000, respectively, and has been included in other long-term liabilities. The change in the fair value of the warrants of approximately $5,254,000 between December 31, 2003 and June 30, 2004 was recorded in other expenses on the accompanying consolidated statement of operations. The fair value of the warrants has been determined based on the estimated fair value of the Company’s common stock and the exercise price of the warrants.

(8) Redeemable, Convertible Preferred Stock

          The Company’s preferred stock is redeemable at any time after March 15, 2005, at the option of the preferred stockholders. Each share of preferred stock automatically converts into shares of common stock at a defined conversion price plus cash of $1.81 per share upon the public sale of the Company’s common stock or upon the sale of the Company’s common stock or assets in excess of a certain value, as defined. Dividends related to the preferred stock are cumulative and accrue at 8% per year. Dividends in arrears were approximately $20.1 million and $17.5 million at June 30, 2004 and December 31, 2003, respectively. The preferred stock is convertible into shares of the Company’s common stock determined by dividing the conversion price, as defined, by $3.62 per share.

(9) Comprehensive Income

          Total comprehensive income was approximately $1.5 million and $3.2 million for the six months ended June 30, 2004 and 2003, respectively.

(10) Sale of Flight Services

          During 2002, the Company committed to a plan to sell its Flight Services division. On February 28, 2003, the Company entered into an agreement to sell the division. Based on estimated net proceeds from the sale of $1 million, the Company recorded a loss on disposal of approximately $11.5 million, which included an impairment of goodwill and intangible assets of approximately $11.2 million. The income (loss) from operations of the Flight Services division of $252,000 and $(4,000) for the six months ended June 30, 2004 and 2003, respectively, and the loss on disposal of $0 and $435,000 for the six months ended June 30, 2004 and 2003 have been reflected as discontinued operations in the accompanying consolidated statements of operations for the six months ended June 30, 2004 and 2003, respectively. The assets and liabilities for the Flight Services division have been presented separately in the accompanying consolidated balance sheets for June 30, 2004 and December 31, 2003. Flight Services revenues for the six months ended June 30, 2004 and 2003 were approximately $0 and $2,000,000, respectively.

F-42

EXECUTIVE AIR SUPPORT, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

(11) Income Taxes

          The Company has recorded a provision for income taxes for the three months ended June 30, 2004 and 2003 of $0.7 million and $2.3 million, respectively, based on its estimate of the effective tax rate for the fiscal year. The effective tax rate differs from the statutory federal income tax rate primarily due to state income taxes.

(12) Subsequent Event

          On April 29, 2004, the Company entered into an agreement with a third party to sell all of its stock for the sum of approximately $217 million in an all cash transaction. The transaction was closed on July 29, 2004.

F-43

CONSOLIDATED FINANCIAL STATEMENTS

GENERAL AVIATION HOLDINGS, LLC

Year Ended December 31, 2003 and Period from August 15, 2002

(Commencement of Operations) to December 31, 2002

with Report of Independent Auditors

F-44

REPORT OF INDEPENDENT AUDITORS

The Management Committee

General Aviation Holdings, LLC

          We have audited the accompanying consolidated balance sheets of General Aviation Holdings, LLC (formerly FBOCO Holdings, LLC)(the “Company”) as of December 31, 2003 and 2002 and the related consolidated statements of operations, member’s redeemable interest and members’ equity, and cash flows for the year ended December 31, 2003 and the period from August 15, 2002 (commencement of operations) to December 31, 2002. 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 audits.

          We conducted our audits in accordance with the auditing standards generally accepted in the United States. 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 audits provide a reasonable basis for our opinion.

          In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of General Aviation Holdings, LLC at December 31, 2003 and 2002 and the consolidated results of its operations and its cash flows for the year ended December 31, 2003 and the period from August 15, 2002 (commencement of operations) to December 31, 2002, in conformity with accounting principles generally accepted in the United States.

/s/ ERNST & YOUNG LLP

Minneapolis, Minnesota

March 29, 2004

F-45

GENERAL AVIATION HOLDINGS, LLC

CONSOLIDATED BALANCE SHEETS

		December 31,
		2003		2002
ASSETS
Current assets:
	Cash and cash equivalents	$	151,178	$	13,177,432
	Accounts receivable		1,046,291		751,103
	Inventories		180,340		191,526
	Prepaid expenses and other current assets		526,844		577,129
Total current assets			1,904,653		14,697,190
Note receivable from member, including accrued interest			—		314,174
Property, equipment, and leasehold improvements, net			14,041,481		14,438,762
Real estate development costs			261,904		—
Goodwill			13,460,732		13,460,732
Total assets		$	29,668,770	$	42,910,858
LIABILITIES, MEMBER’S REDEEMABLE INTEREST AND MEMBERS’ EQUITY
Current liabilities:
	Accounts payable	$	903,141	$	1,161,869
	Interest payable		660,000		—
	Customer deposits		231,360		71,115
	Accrued expenses		101,841		160,020
	Due to Newport Beach FBO, LLC		—		13,173,519
	Note payable to member		—		13,650,000
Total current liabilities			1,896,342		28,216,523
Notes payable to members			22,000,000		—
Total liabilities			23,896,342		28,216,523
Member’s redeemable interest			5,619,145		13,078,600
Commitments and contingencies
Members’ equity			153,283		1,615,735
Total liabilities, member’s redeemable interest and members’ equity		$	29,668,770	$	42,910,858

See accompanying notes.

F-46

GENERAL AVIATION HOLDINGS, LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

					Period From
					August 15,
		Year Ended			2002 to
		December 31,			December 31,
		2003			2002
Revenues:
	Fuel revenue	$	16,381,778		$	2,318,034
	Service revenue		4,541,136			758,702
Total revenue			20,922,914			3,076,736
Cost of revenue:
	Cost of revenue — fuel		8,364,954			1,170,922
	Cost of revenue — service		1,127,392			141,208
Total cost of revenue			9,492,346			1,312,130
Gross profit			11,430,568			1,764,606
Operating expenses:
	Selling, general and administrative expenses		6,860,176			1,436,727
	Management and consulting fees		1,623,642			—
	Depreciation		871,718			162,463
	Write-off of note receivable from member		307,500			—
Total operating expenses			9,663,036			1,599,190
Operating profit			1,767,532			165,416
Interest expense			2,321,250			254,082
Net loss		$	(553,718	)	$	(88,666	)

See accompanying notes.

F-47

GENERAL AVIATION HOLDINGS, LLC

CONSOLIDATED STATEMENTS OF MEMBER’S REDEEMABLE INTEREST

AND MEMBERS’ EQUITY

				Receivable									Receivables
				from Member									from
				for Contribution			Total						Members for
	Member’s			to Member’s			Member’s						Contributions			Total
	Redeemable			Redeemable			Redeemable			Members’			to Members’			Members’
	Interest			Interest			Interest			Equity			Equity			Equity
Balance at August 15, 2002	$	—		$	—		$	—		$	—		$	—		$	—
Members’ contributions		13,907,695			(750,000	)		13,157,695			1,682,984			(57,678	)		1,625,306
Net loss		(79,095	)		—			(79,095	)		(9,571	)		—			(9,571	)
Balance at December 31, 2002		13,828,600			(750,000	)		13,078,600			1,673,413			(57,678	)		1,615,735
Distributions to members		(690,480	)		—			(690,480	)		(81,856	)		—			(81,856	)
Redemptions		—			—			—			(1,214,781	)		21,153			(1,193,628	)
Members’ contributions		1,161,250			—			1,161,250			—			—			—
Collections of receivables from members for contributions		—			750,000			750,000			—			36,525			36,525
Conversion of members’ equity and redeemable interest into notes payable to members		(8,140,406	)		—			(8,140,406	)		(209,594	)		—			(209,594	)
Net loss		(539,819	)		—			(539,819	)		(13,899	)		—			(13,899	)
Balance at December 31, 2003	$	5,619,145		$	—		$	5,619,145		$	153,283		$	—		$	153,283

See accompanying notes.

F-48

GENERAL AVIATION HOLDINGS, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

						Period From
			Year Ended			August 15, 2002
			December 31,			to December 31,
			2003			2002
Operating activities
Net loss			$	(553,718	)	$	(88,666	)
Adjustments to reconcile net loss to net cash provided by operating activities:
	Depreciation and amortization			871,718			162,463
	Changes in assets and liabilities, net of effects of purchase of FBO operations:
		Increase in accounts receivable		(295,188	)		(57,399	)
		(Decrease) increase in inventories		11,186			(42,111	)
		Decrease (increase) in prepaids and other assets		50,285			(141,146	)
		Decrease in note receivable from member		314,174			—
		(Decrease) increase in accounts payable		(258,728	)		595,174
		Increase in accrued expenses		601,821			42,951
		Increase in customer deposits		160,245			—
		Increase in accrued interest receivable		—			(14,174	)
Net cash provided by operating activities				901,795			457,092
Investing activities
Payments to Newport Beach FBO, LLC in connection with 2002 acquisition				(13,173,519	)		—
Payments for real estate development costs				(261,904	)		—
Purchase of property, equipment, and leasehold improvements				(474,437	)		(131,350	)
Purchase of Palm Springs FBO, LLC, net of cash received				—			(10,489,325	)
Purchase of La Quinta FBO, Inc., net of cash received				—			(3,527,760	)
Payment of costs related to Newport Beach FBO, LLC acquisition, net of cash received				—			(424,226	)
Net cash used in investing activities				(13,909,860	)		(14,572,661	)
Financing activities
Collection of receivables from members for contributions				786,525			—
Redemptions				(1,193,628	)		—
Distributions to members				(772,336	)		—
Proceeds of convertible note payable to member				—			13,650,000
Capital contributed by members (redeemable and nonredeemable interests)				1,161,250			13,643,001
Net cash (used in) provided by financing activities				(18,189	)		27,293,001
Net (decrease) increase in cash and cash equivalents				(13,026,254	)		13,177,432
Cash and cash equivalents at beginning of period				13,177,432			—
Cash and cash equivalents at end of period			$	151,178		$	13,177,432
Supplemental disclosure
Cash paid for interest			$	1,661,250		$	254,082
Schedule of noncash investing activities
Write-off of note receivable and accrued interest from member			$	307,500			—
Amounts payable in connection with acquisition of Newport Beach FBO, LLC			$	—		$	13,384,042
Schedule of noncash financing activities
Conversion of member’s redeemable interest and members’ equity into notes payable to members			$	8,350,000		$	—
Retirement of note receivable in connection with unit redemption				21,153			—
Membership interests issued in connection with acquisition of Newport Beach FBO, LLC				—			1,140,000
Notes receivable issued for purchase of members’ units				—			807,678
			$	8,371,153		$	1,947,678

See accompanying notes.

F-49

GENERAL AVIATION HOLDINGS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2003 and 2002

1.     Organization and Business Operations

          General Aviation Holdings, LLC (formerly FBOCO Holdings, LLC) (the “Company”), a Delaware limited liability company, commenced operations on August 15, 2002 for the purpose of acquiring and operating Fixed Base Operations (“FBO”). The Company owns the following three FBOs located in Southern California: Palm Springs FBO Two, LLC (“Palm Springs”), La Quinta FBO Two, LLC (“La Quinta”), and Newport FBO Two, LLC (“Newport”). The FBOs provide services to general aviation customers, including, but not limited to, selling fuel and oil; leasing hangar, ramp, restaurant, gas station, and office space; providing flight support services; performing maintenance; providing access to terminal facilities; and arranging for ancillary services such as rental cars and hotels.

2.     Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

          The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Revenue Recognition

          In accordance with Staff Accounting Bulletin 104, Revenue Recognition, the Company recognizes fuel and service revenue when: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the seller’s price to the buyer is fixed or determinable, and collectibility is reasonably assured.

          For certain commercial and contract fuel sales, Newport and Palm Springs act as agents (and not principals), receiving a set fee for the fueling of certain carriers and contract customers. In accordance with EITF 99-19, Reporting Revenue Gross as a Principal Versus Net as an Agent, revenue for these transactions is recorded net. Net revenues related to such services were $895,532 and $114,351, respectively, for the year ended December 31, 2003 and the period from August 15, 2002 (commencement of operations) to December 31, 2002.

Use of Estimates

          The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Actual results could differ from those estimates.

Allowance for Doubtful Accounts

          The Company considers the need for an allowance for doubtful accounts based upon prior experience and management’s assessment of the collectibility of specific accounts. Management’s assessment includes such factors as the credit risk of specific customers, payment history and industry and economic conditions. The Company had no allowance for doubtful accounts as of December 31, 2003 and 2002. The Company had write-offs of $18,858 and $0 during the year ended December 31, 2003 and the period from August 15, 2002 (commencement of operations) to December 31, 2002, respectively.

Cash Equivalents

          The Company’s cash equivalents consist of an investment in a money market account.

F-50

GENERAL AVIATION HOLDINGS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Concentration of Risk

          The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. The Company routinely evaluates the creditworthiness of the institutions with which it invests.

Inventories

          The Company accounts for jet fuel and oil inventories at the lower of first-in, first-out cost or market.

Property, Equipment, and Leasehold Improvements

          The Company has invested in property, equipment, and leasehold improvements which consist of buildings, equipment, furniture and fixtures, and fuel farms. Depreciation is provided using the straight-line method over the lesser of the estimated useful lives of the assets or the remaining lease term for the real property subject to a lease, ranging as indicated in the table below. For assets acquired in connection with the acquisition of the three FBOs (see Note 3), cost is the fair value at the acquisition date, as determined by appraisal of the assets acquired.

Category	Years
Furniture and fixtures		3-7
Equipment		5-10
Trucks		5
Computers		3
Leasehold improvements (fuel farms and ramps)		15
Leasehold improvements (buildings and other)		39

          Maintenance and routine repairs are charged to expense as incurred.

Advertising Costs

          Advertising costs, included in selling, general and administrative expenses, are expensed as incurred and were $92,039 and $14,316 for the years ended December 31, 2003 and 2002, respectively.

Real Estate Development Costs

          During the year ended December 31, 2003, the Company incurred certain real estate development costs at LaQuinta related to the construction of hangers which will be held for sale. As of December 31, 2003, the Company has received customer deposits of $159,500 related to pending sale transactions. At the time construction is completed and a certificate of occupancy for each hanger is issued, the sale will be recorded and a related gain or loss will be recognized.

Goodwill

          Goodwill represents the amount of cost over fair value that was paid when the Company acquired the FBOs. In accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, goodwill and other intangible assets with indefinite lives are not amortized and are required to be reviewed for impairment at least annually. An impairment charge is recognized only when the calculated fair value of a reporting unit, including goodwill, is less than its carrying amount. The Company performed an analysis as of December 31, 2003, and the results of the analysis indicated no goodwill impairment existed. There were no changes in the carrying amount of

F-51

GENERAL AVIATION HOLDINGS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

goodwill during the year ended December 31, 2003 and the period from August 15, 2002 (commencement of operations) to December 31, 2002.

Income Taxes

          The Company’s form of organization (limited liability company) is treated as a partnership for income tax purposes, which results in the Company’s income or loss being included in the individual members’ taxable income. Accordingly, the accompanying consolidated financial statements do not reflect a provision or liability for income taxes.

Fair Value of Financial Instruments

          The carrying amount reported for notes payable to members approximates the fair value because the underlying instruments are at rates similar to current rates offered to the Company for debt with the same remaining maturities. The carrying value of the Company’s trade and accounts receivables and accounts payable approximates fair value due to their short-term maturities.

Impairment and Disposal of Long-Lived Assets

          The Company accounts for long-lived assets in accordance with the provisions of 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 carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company has identified no such impairment losses.

Reclassifications

          Certain amounts reported in the 2002 consolidated financial statements have been reclassified to conform to the 2003 presentation.

3.     Acquisitions

          On August 15, 2002, the Company acquired the operations of two FBOs, Palm Springs FBO, LLC, a Delaware limited liability company doing business as Million Air Palm Springs, and La Quinta FBO, Inc., a Delaware corporation doing business as Million Air La Quinta. The Company also acquired the operations of Newport Beach FBO, LLC, a California limited liability company doing business as Newport Jet Center, on December 19, 2002. The assets acquired and liabilities assumed were contributed by the Company to three Delaware limited liability companies, Palm Springs FBO Two, LLC, La Quinta FBO Two, LLC, and Newport FBO Two, LLC, as their initial capitalization. The results of operations of the acquired FBOs have been included in the Company’s consolidated statement of operations from the date of each acquisition in 2002.

F-52

GENERAL AVIATION HOLDINGS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

          The following is a summary of the fair value of the assets acquired and liabilities assumed as of the dates of the acquisitions:

	Palm
	Springs			La Quinta			Newport
Current assets	$	998,546		$	528,637		$	1,014,190
Property, equipment, and leasehold improvements		8,054,133			1,442,722			4,973,021
Goodwill and other noncurrent assets		2,246,246			2,070,547			9,443,939
Total assets acquired		11,298,925			4,041,906			15,431,150
Current liabilities assumed		(158,295	)		(168,725	)		(628,338	)
Purchase price (including closing costs)	$	11,140,630		$	3,873,181		$	14,802,812

          The purchase prices indicated above for Palm Springs and La Quinta were paid by the Company in cash. The purchase price (excluding closing costs) of Newport was paid on January 15, 2003 in cash of $13,384,042 and through the issuance of member units valued at $1,140,000.

4. Property, Equipment, and Leasehold Improvements

          Property, equipment, and leasehold improvements at December 31, 2003 and 2002 consist of the following:

	2003		2002
Leasehold improvements — buildings and other	$	11,894,273	$	11,721,601
Leasehold improvements — fuel farms, ramps		2,634,966		2,407,833
Fueling trucks and other equipment		358,565		283,107
Furniture and fixtures		155,283		153,328
Computers		32,575		23,613
Construction in progress		0		11,743
		15,337,566		14,601,225
Less accumulated depreciation		1,034,181		162,463
Property, equipment, and leasehold improvements, net	$	14,041,481	$	14,438,762

5.     Related-Party Transactions

          At December 31, 2002, the Company was obligated under a convertible note payable to one of its members. The outstanding principal amount of the note, which was $13,650,000 at December 31, 2002, accrued interest at 10% per annum. Interest expense on the note for the period August 15, 2002 (commencement of operations) to December 31, 2002 was $254,082. Effective March 31, 2003, the members redeemed units of membership interests in the Company in exchange for promissory notes of $8,350,000. The outstanding principal amount of the notes ($22,000,000) and accrued and unpaid interest at a rate of 12% per annum (rate in effect since March 31, 2003) are due on December 31, 2006. Interest is payable quarterly. Interest expense on the notes for the year ended December 31, 2003 was $2,321,250.

          During 2002 in connection with the acquisitions described in Note 3, certain amounts were due to the Company related to the issuance of member interests. As of December 31, 2002, $750,000 was due from a member, which was received during January 2003. The Company also held notes receivable, which bear interest at a rate of 8%, amounting to $57,678. These notes were retired in connection with the

F-53

GENERAL AVIATION HOLDINGS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

redemption of related member interests during 2003. These amounts due from members were deducted from member’s redeemable interest in the amount of $750,000 and members’ equity in the amount of $57,678 in the accompanying balance sheet as of December 31, 2002. In addition, the Company held a 10% note receivable in the amount of $300,000 from a member. Accrued interest on these notes amounted to $14,174 at December 31, 2002.

          During 2002 the Company entered into a management agreement with FBOCO Management LLC (the “Manager”), an affiliate of FBOCO LLC, which was a member of the Company. Under the terms of the agreement, the Company paid the Manager a management fee calculated as follows: 6.0% of the first $13.25 million in operating cash flow, as defined in the agreement; 4.8% of operating cash flow between $13.25 million and $26.5 million; and 3.6% of operating cash flow greater than $26.5 million. The Company accrued management fees of $19,561 for the period from August 15, 2002 to December 31, 2002. Effective May 8, 2003, the Company terminated the management agreement with the Manager. Management fees expensed during 2003, through the date of termination, which was based on a percentage of the Company’s operating cash flows, amounted to $123,642. These fees, together with additional amounts paid to the Manager in connection with the termination and for certain consulting services to be provided through December 31, 2003, are reported in the accompanying statement of operations as management and consulting fees. In addition, the note receivable from the member was forgiven in connection with the termination.

6.     Leases

          The Company’s FBOs lease business premises from the cities or counties in which the FBOs do business under operating leases which expire on October 14, 2014 for Newport, December 14, 2031 for Palm Springs, and January 1, 2030 and January 1, 2033 with a 10-year extension option for La Quinta. Increases in rental payments are based on changes in the consumer price index as stated in the applicable lease agreements, which occur annually for Newport, biannually for La Quinta, and every five years for Palm Springs. The Company is responsible for maintaining insurance coverage and for all taxes, utilities, and related expenses.

          The Company’s FBOs, as lessees, also lease hangars, equipment, fuel trucks, and other vehicles from unrelated parties under both noncancelable and month-to-month operating leases.

          Future minimum rental payments on the noncancelable operating lease agreements are as follows:

Years ending December 31:
	2004	$	899,347
	2005		904,588
	2006		768,174
	2007		767,940
	2008		736,140
Thereafter			12,090,588
Minimum rental payments		$	16,166,777

          Rental expense was $811,787 and $191,298, respectively, for the year ended December 31, 2003 and the period from August 15, 2002 (commencement of operations) to December 31, 2002.

7. Rental Income

          The Company’s FBOs, as lessors, lease hangar space, office space, a restaurant, and a gas station to various tenants. All the leases have been accounted for as operating leases and have terms ranging from one year to 13 years.

F-54

GENERAL AVIATION HOLDINGS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

          The following is a schedule of future minimum rental revenues to be received under noncancelable operating leases in effect as of December 31, 2003:

Years ending December 31:
	2004	$	972,273
	2005		638,426
	2006		555,518
	2007		555,517
	2008		562,958
Thereafter			3,528,132
		$	6,812,824

          The majority of leases held by Newport contain adjustment clauses tied to the consumer price index with a minimum annual adjustment of 2%. As such, the above-noted minimum payments include the minimum adjustment.

8.  Member’s Redeemable Interest

          As provided in the Company’s Limited Liability Company Agreement (the LLC Agreement), the majority member has the right to sell all or part of its units to the Company. Such right is exercisable by the member any time after the third anniversary of the effective date of the LLC Agreement. The exercise price to be paid to the member is based on terms set forth in the LLC Agreement, which are based, principally, on a cash flow multiple of each of the Company’s FBO operations. The amount due to the member in the event of exercise of the option is due to the member within a year from the exercise date. In the event that such amount due cannot be raised, the Company may be required to dissolve certain of the FBO operations to raise the necessary funds.

          As required by Accounting Series Release No. 268, the majority member’s interest has been reported as Member’s Redeemable Interest in the accompanying consolidated balance sheets. The carrying value of this interest includes the majority member’s contributions and allocations of net income or loss, redemptions and distributions to the member and, if applicable, the accreted value of the member’s right to sell its units to the Company. The accreted value of the member’s right to sell its units to the Company is based on the estimated value of the member’s interest under the terms of the right to sell agreement at the time the right is first exercisable, in December 2005. At December 31, 2003 and 2002, the estimated value of the right to sell did not exceed the estimated carrying amount of the member’s interest at the exercise date.

9.  Commitments and Contingencies

          The Company’s FBOs have exclusive contracts with fuel providers for all fuel purchases through December 2003 with annual renewals. Fuel is purchased as needed by the Company’s FBOs at a set price over the Platt’s Los Angeles Pipe Jet Index. There are no minimum or maximum purchase quantity commitments related to these contracts.

          Laws and regulations relating to environmental matters may affect the operations of the Company. The Company believes that its policies and procedures with regard to environmental matters are adequate to prevent unreasonable risk of environmental damage and related financial liability. Some risk of environmental and other damage is, however, inherent in particular operations of the Company. The Company maintains insurance coverage with respect to environmental matters. As of December 31, 2003, management does not believe that environmental matters will have a significant effect on the Company’s operations.

F-55

GENERAL AVIATION HOLDINGS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

10.  Subsequent Event (Unaudited)

          In August 2004, the Company entered into an agreement with a third party to sell all of its membership interests for the sum of approximately $48.5 million following the distribution of the assets and liabilities of La Quinta from the Company.

          As of December 31, 2003 and 2002, the pro forma assets and liabilities of the Company that are allocable to La Quinta consist of the following:

	2003		2002
Assets
Current assets	$	325,336	$	403,493
Property, equipment, and leasehold improvements		1,658,471		1,520,262
Real estate development costs		261,904		—
Goodwill		1,770,547		1,770,547
Total assets		4,016,258		3,694,302
Liabilities, member’s redeemable interest and members’ equity
Current liabilities		443,832		220,810
Notes payable to members		2,000,000		1,575,000
Member’s redeemable interest		1,532,956		1,693,553
Members’ equity		39,470		204,939
Total liabilities, member’s redeemable interest and members’ equity	$	4,016,258	$	3,694,302

          For the year ended December 31, 2003 and the period from August 15, 2002 (commencement of operations) to December 31, 2002, the pro forma statements of operations of the Company allocable to La Quinta consist of the following:

		2003		2002
Revenue:
	Fuel revenue	$	2,665,848	$	701,366
	Service revenue		693,457		232,393
Total revenue			3,359,305		933,759
Cost of revenue:
	Cost of revenue — fuel		1,381,990		350,045
	Cost of revenue — service		264,217		70,798
Total cost of revenue			1,646,207		420,843
Gross profit			1,713,098		512,916
Selling, general and administrative expenses			1,278,471		472,176
Management and consulting fees			24,229		4,307
Depreciation			92,089		28,261
Total operating expenses			1,394,789		504,744
Operating profit			318,309		8,172
Interest expense			219,375		59,063
Net income (loss)		$	98,934	$	(50,891	)

F-56

GENERAL AVIATION HOLDINGS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

          For the periods ended December 31, 2003 and 2002, the pro forma statements of cash flows of the Company allocable to La Quinta consist of the following:

	2003			2002
Operating activities	$	473,415		$	(255,571	)
Investing activities		(492,202	)		(105,800	)
Financing activities		—			—
Net cash flow	$	(18,787	)	$	(361,371	)
Schedule of noncash financing activities
Conversion of member’s redeemable interest and members’ equity into notes payable to members	$	425,000			—

          Included in the cash flows from operating activities were amounts of $18,595 and ($159,223) related to intercompany accounts for the year ended December 31, 2003 and the period ended December 31, 2002, respectively.

          In order to reflect all costs of doing business incurred by La Quinta, its historical financial statements above include certain pro forma adjustments related to expenses incurred by the Company on its behalf.

          Future minimum rental payments on the La Quinta noncancelable operating lease agreements are as follows:

Years ending December 31:
	2004	$	226,111
	2005		224,376
	2006		176,004
	2007		176,004
	2008		176,004
Thereafter			4,161,060
Minimum rental payments		$	5,139,559

F-57

GENERAL AVIATION HOLDINGS, LLC

CONSOLIDATED BALANCE SHEETS

June 30, 2004 and December 31, 2003

		June 30,		December 31,
		2004		2003
		(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents	$	1,107,313	$	151,178
	Accounts receivable		1,384,533		1,046,291
	Inventories		139,210		180,340
	Prepaid expenses and other current assets		585,196		526,844
Total current assets			3,216,252		1,904,653
Property, equipment and leasehold improvements, net			13,833,524		14,041,481
Real estate development costs			1,907,026		261,904
Goodwill			13,460,732		13,460,732
Total assets		$	32,417,534	$	29,668,770
LIABILITIES, MEMBER’S REDEEMABLE INTEREST AND MEMBERS’ EQUITY
Current liabilities:
	Accounts payable	$	1,685,338	$	903,141
	Interest payable		653,712		660,000
	Customer deposits		759,155		231,360
	Accrued expenses		81,591		101,841
Total current liabilities			3,179,796		1,896,342
Notes payable to members			22,000,000		22,000,000
Total liabilities			25,179,796		23,896,342
Member’s redeemable interest			7,047,674		5,619,145
Members’ equity			190,064		153,283
Total liabilities, member’s redeemable interest and members’ equity		$	32,417,534	$	29,668,770

See accompanying notes.

F-58

GENERAL AVIATION HOLDINGS, LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Six Months Ended June 30, 2004 and 2003

		June 30,
		2004			2003
		(Unaudited)
Revenue:
	Fuel revenue	$	10,486,840		$	9,405,365
	Service revenue		2,717,766			2,134,325
Total revenue			13,204,606			11,539,690
Cost of revenue:
	Cost of revenue — fuel		5,782,150			4,795,892
	Cost of revenue — service		642,560			444,724
Total cost of revenue			6,424,710			5,240,616
Gross profit			6,779,896			6,299,074
Selling, general and administrative expenses			3,604,210			3,242,904
Management and consulting fees			—			1,623,642
Depreciation			458,304			425,056
Write-off of note receivable from member			—			307,500
Total operating expenses			4,062,514			5,599,102
Operating profit			2,717,382			699,972
Interest expense			(1,252,072	)		(1,001,611	)
Net income (loss)		$	1,465,310		$	(301,639	)

See accompanying notes.

F-59

GENERAL AVIATION HOLDINGS, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2004 and 2003

			June 30,
			2004			2003
			(Unaudited)
Operating activities
Net income (loss)			$	1,465,310		$	(301,639	)
Adjustments to reconcile net loss to net cash provided by operating activities:
	Depreciation and amortization			458,304			425,056
	Changes in assets and liabilities:
		Accounts receivable		(338,242	)		24,993
		Inventories		41,130			38,969
		Prepaids and other assets		(58,352	)		30,048
		Note receivable from member		—			314,174
		Accounts payable		782,197			(592,636	)
		Interest payable		(6,288	)		660,000
		Accrued expenses		(20,250	)		(21,899	)
		Customer deposits		527,795			(120	)
Net cash provided by operating activities				2,851,604			576,946
Investing activities
Payments to Newport Beach FBO, LLC in connection with 2002 acquisition				—			(13,173,519	)
Payments for real estate development costs				(1,645,122	)		—
Purchase of property, equipment, and leasehold improvements				(250,347	)		(177,700	)
Net cash in investing activities				(1,895,469	)		(13,351,219	)
Financing activities
Collection of receivables from members for contributions				—			786,525
Redemptions							(1,161,250	)
Distributions to members				—			(772,337	)
Capital contributed by members (redeemable interests)							1,161,250
Net cash provided by financing activities				—			14,188
Net increase (decrease) in cash and cash equivalents				956,135			(12,760,085	)
Cash and cash equivalents at beginning of period				151,178			13,177,432
Cash and cash equivalents at end of period			$	1,107,313		$	417,347
Supplemental disclosure
Cash paid for interest			$	1,326,288		$	341,250
Schedule of noncash investing activities
Write-off of note receivable and accrued interest from member				—		$	307,500
Schedule of noncash financing activities
Conversion of member’s redeemable interest and members’ equity into notes payable to members				—		$	8,350,000

See accompanying notes.

F-60

GENERAL AVIATION HOLDINGS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2004 and 2003

1.     Organization and Business Operations

          General Aviation Holdings, LLC (formerly FBOCO Holdings, LLC) (the Company), a Delaware limited liability company, commenced operations on August 15, 2002 for the purpose of acquiring and operating Fixed Base Operations (FBO). The Company owns the following three FBOs located in Southern California: Palm Springs FBO Two, LLC (Palm Springs), La Quinta FBO Two, LLC (La Quinta), and Newport FBO Two, LLC (Newport). The FBOs provide services to general aviation customers, including, but not limited to, selling fuel and oil; leasing hangar, ramp, restaurant, gas station, and office space; providing flight support services; performing maintenance; providing access to terminal facilities; and arranging for ancillary services such as rental cars and hotels.

2.     Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

          The consolidated interim financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission and, in the opinion of management, include all adjustments which, except as described elsewhere herein, are of a normal recurring nature, necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. These statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

     Use of Estimates

          The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Actual results could differ from those estimates.

     Allowance for Doubtful Accounts

          The Company considers the need for an allowance for doubtful accounts based upon prior experience and management’s assessment of the collectibility of specific accounts. Management’s assessment includes such factors as the credit risk of specific customers, payment history and industry and economic conditions. The Company had no allowance for doubtful accounts as of June 30, 2004 and 2003. The Company had write-offs of $6,272 and $3,188 during the six months ended June 30, 2004 and 2003, respectively.

Cash Equivalents

          The Company’s cash equivalents consist of an investment in a money market account.

Concentration of Risk

          The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. The Company routinely evaluates the creditworthiness of the institutions with which it invests.

F-61

GENERAL AVIATION HOLDINGS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Inventories

          The Company accounts for jet fuel and oil inventories at the lower of first-in, first-out cost or market.

Property, Equipment, and Leasehold Improvements

          Property, equipment, and leasehold improvements consist of buildings, equipment, furniture and fixtures, and fuel farms. Depreciation is provided using the straight-line method over the lesser of the estimated useful lives of the assets or the remaining lease term for the real property subject to a lease, ranging as follows:

Category	Years
Furniture and fixtures		3-7
Equipment		5-10
Trucks		5
Computers		3
Leasehold improvements (fuel farms and ramps)		15
Leasehold improvements (buildings and other)		39

          Maintenance and routine repairs are charged to expense as incurred.

Income Taxes

          The Company’s form of organization (limited liability company) is treated as a partnership for income tax purposes, which results in the Company’s income or loss being included in the individual members’ taxable income. Accordingly, the accompanying consolidated financial statements do not reflect a provision or liability for income taxes.

Revenue Recognition

          In accordance with Staff Accounting Bulletin 104, Revenue Recognition, the Company recognizes fuel and service revenue when: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the seller’s price to the buyer is fixed or determinable, and collectibility is reasonably assured.

          For certain commercial and contract fuel sales, Newport and Palm Springs act as agents (and not principals), receiving a set fee for the fueling of certain carriers. In accordance with EITF 99-19, Reporting Revenue Gross as a Principal Versus Net as an Agent, revenue for these transactions is recorded net. Net revenues related to such services were $782,596 and $419,393 for the six months ended June 30, 2004 and 2003, respectively. These amounts were included in service revenue in the consolidated statements of operations.

Advertising Costs

          Advertising costs, included in selling, general and administrative expenses, are expensed as incurred and were $28,426 and $46,024 for the six months ended June 30, 2004 and 2003, respectively.

Real Estate Development Costs

          During the six months ended June 30, 2004, the Company incurred certain real estate development costs at La Quinta related to the construction of hangers which will be held for sale. As of June 30, 2004, the Company has received customer deposits of $686,620 related to pending sale

F-62

GENERAL AVIATION HOLDINGS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

transactions. At the time construction is completed for each hanger and a certificate of occupancy is issued the sale will be recorded and a related gain or loss will be recognized. During the six-month period ended June 30, 2004, interest related to these costs of $68,064 has been capitalized.

Goodwill

          Goodwill represents the amount of cost over fair value that was paid when the Company acquired the FBOs. In accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, goodwill and other intangible assets with indefinite lives are not amortized and are required to be reviewed for impairment at least annually. An impairment charge is recognized only when the calculated fair value of a reporting unit, including goodwill, is less than its carrying amount. The Company performed an analysis as of December 31, 2003 (its fiscal year end), and the results of the analysis indicated no goodwill impairment existed. There were no changes in the carrying amount of goodwill during the six-month periods ended June 30, 2004 and 2003.

Fair Value of Financial Instruments

          The carrying amount reported for notes payable to members approximates the fair value because the underlying instruments are at rates similar to current rates offered to the Company for debt with the same remaining maturities. The carrying value of the Company’s trade and accounts receivable and accounts payable approximates fair value due to their short-term maturities.

Impairment and Disposal of Long-Lived Assets

          The Company accounts for long-lived assets in accordance with the provisions of 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 carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company has identified no such impairment losses during the six-month periods ended June 30, 2004 and 2003.

Reclassifications

          Certain amounts reported in the 2003 consolidated financial statements have been reclassified to conform to the 2004 presentation.

F-63

GENERAL AVIATION HOLDINGS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

3. Property, Equipment, and Leasehold Improvements

          Property, equipment, and leasehold improvements at June 30, 2004 consist of the following:

	June 30,
	2004
Leasehold improvements — buildings and other	$	11,992,896
Leasehold improvements — fuel farms, ramps		2,637,648
Fueling trucks and other equipment		500,158
Furniture and fixtures		154,073
Computers		41,230
		15,326,005
Less accumulated depreciation and amortization		1,492,481
Property, equipment, and leasehold improvements, net	$	13,833,524

4. Related-Party Transactions

          Effective March 31, 2003, the Company redeemed units of membership interests in the Company in exchange for promissory notes of $8,350,000. The outstanding principal amount of the notes and all accrued and unpaid interest at a rate of 12% per annum are due on December 31, 2006. Interest is payable quarterly. At June 30, 2004, and December 31, 2003, the outstanding principal balance was $22,000,000, which consists of a previously issued promissory note to a member of $13,650,000 and $8,350,000 of promissory notes issued in 2003.

          Effective May 8, 2003, the Company terminated its management agreement with FBOCO Management LLC (“the Manager”), affiliate of FBOCO LLC, which was a former member of the Company. Management fees, through the date of termination, which were based on a percentage of the Company’s operating cash flows, amounted to $123,642. These fees together with a non-recurring additional amount paid to the Manager in connection with the termination are reported in the accompanying statement of operations for the six-month period ending June 30, 2003, as management and consulting fees. In addition, a note receivable from the member was forgiven in connection with the termination in the same six-month period.

5. Leases

          The Company’s FBOs, as lessees, lease business premises from the cities or counties in which the FBOs do business under operating leases which expire on October 14, 2014 for Newport, January 1, 2030 and 2033 with a ten-year extension option for La Quinta, and December 14, 2031 for Palm Springs. Increases in rental payments are based on changes in the consumer price index as stated in the applicable lease agreements, which occur annually for Newport, biannually for La Quinta, and every five years for Palm Springs. The Company is responsible for maintaining insurance coverage and for all taxes, utilities, and related expenses.

          The Company’s FBOs also lease hangars, equipment, fuel trucks, and other vehicles from unrelated parties under both noncancelable and month-to-month operating leases.

          Rental expense was $356,344 and $306,607 for the six months ended June 30, 2004 and 2003, respectively.

F-64

GENERAL AVIATION HOLDINGS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

6.     Rental Income

          The Company’s FBOs, as lessors, lease hangar space, office space, a restaurant, and a gas station to various tenants. All the leases have been accounted for as operating leases and have terms ranging from 1 year to 13 years. Rental income from these leases is included in service revenue in the unaudited consolidated statements of operations.

7.     Member’s Redeemable Interest

          As provided in the Company’s Limited Liability Company Agreement (the LLC Agreement), the majority member has the right to sell all or part of its units to the Company. Such right is exercisable by the member any time after the third anniversary of the effective date of the LLC Agreement. The exercise price to be paid to the member is based on terms set forth in the LLC Agreement, which are based, principally, on a cash flow multiple of each of the Company’s FBO operations. The amount due to the member in the event of exercise of the option is due to the member within a year from the exercise date. In the event that such amount due cannot be raised, the Company may be required to dissolve certain of the FBO operations to raise the necessary funds.

          As required by Accounting Series Release No. 268, the majority member’s interest has been reported as Member’s Redeemable Interest in the accompanying consolidated balance sheets. The carrying value of this interest includes the majority member’s contributions and allocations of net income or loss, redemptions and distributions to the member and, if applicable, the accreted value of the member’s right to sell its units to the Company. The accreted value of the member’s right to sell its units to the Company is based on the estimated value of the member’s interest under the terms of the right to sell agreement at the time the right is first exercisable, in December 2005. At June 30, 2004, and December 31, 2003, the estimated value of the right to sell did not exceed the estimated carrying amount of the member’s interest at the exercise date.

8.     Commitments and Contingencies

          The Company’s FBOs have exclusive contracts with fuel providers for all fuel purchases through December 2003 with annual renewals. Fuel is purchased as needed by the Company’s FBOs at a set price over the Platt’s Los Angeles Pipe Jet Index. There are no minimum or maximum purchase quantity commitments related to these contracts.

          Laws and regulations relating to environmental matters may affect the operations of the Company. The Company believes that its policies and procedures with regard to environmental matters are adequate to prevent unreasonable risk of environmental damage and related financial liability. Some risk of environmental and other damage is, however, inherent in particular operations of the Company. The Company maintains insurance coverage with respect to environmental matters. As of June 30, 2004, management does not believe that environmental matters will have a significant effect on the Company’s operations.

F-65

GENERAL AVIATION HOLDINGS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

9.     Subsequent Event

          In August 2004, the Company entered into an agreement with a third party to sell all of its membership interests for approximately $48.5 million in cash following the distribution of the assets and liabilities of La Quinta from the Company.

          At June 30, 2004, the pro forma assets and liabilities of the Company that are allocable to La Quinta consist of the following:

ASSETS
Current assets	$	453,491
Property, equipment, and leasehold improvements		1,688,639
Real estate development costs		1,907,026
Goodwill		1,770,547
Total assets		5,819,703
LIABILITIES, MEMBER’S REDEEMABLE INTEREST AND MEMBERS’ EQUITY
Current liabilities		1,332,117
Notes payable to members		2,000,000
Member’s redeemable interest		2,425,145
Members’ equity		62,441
Total liabilities, member’s redeemable interest and members’ equity	$	5,819,703

          For the six months ended June 30, 2004 and 2003, the pro forma statement of operations of the Company allocable to La Quinta consists of the following:

		June 30,
		2004			2003
Revenue:
	Fuel revenue	$	1,935,988		$	1,861,197
	Service revenue		254,172			371,414
Total revenue			2,190,160			2,232,611
Cost of revenue:
	Cost of revenue — fuel		1,064,255			948,011
	Cost of revenue — service		118,332			138,430
Total cost of revenue			1,182,587			1,086,441
Gross profit			1,007,573			1,146,170
Total operating expenses			636,659			688,214
Operating profit			370,914			457,956
Interest expense			(51,936	)		(99,375	)
Net income (loss)		$	318,978		$	358,581

F-66

GENERAL AVIATION HOLDINGS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

          For the six months ended June 30, 2004 and 2003, the unaudited pro forma statement of cash flows of the Company allocable to La Quinta consists of the following:

	June 30,
	2004			2003
Operating activities	$	1,737,075		$	26,089
Investing activities		(1,731,970	)		(29,670	)
Financing activities		—			—
Net cash flow	$	5,105		$	(3,581	)

          Included in the cash flows from operating activities were amounts of $307,091 and ($311,323) related to intercompany accounts for the six months ended June 30, 2004 and 2003, respectively.

          In order to reflect all costs of doing business incurred by La Quinta, its historical financial statements above include certain pro forma adjustments related to expenses incurred by the Company on its behalf.

F-67

NEWPORT BEACH FBO, LLC

FINANCIAL STATEMENTS

For the Period January 1, 2002 through December 18, 2002

and the Period from April 1, 2001 (Inception) to December 31, 2001

With Report of Independent Registered Public Accounting Firm

F-68

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members of

Newport Beach FBO, LLC:

          We have audited the accompanying balance sheets of Newport Beach FBO, LLC as of December 18, 2002 and December 31, 2001, and the related statements of income, members’ equity, and cash flows for the periods January 1, 2002 through December 18, 2002 and April 1, 2001 (inception) through December 31, 2001. These financial statements are the responsibility of the LLC’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

          We conducted our audits in accordance with the standards of the Public Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 audits provide 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 Newport Beach FBO, LLC as of December 18, 2002 and December 31, 2001, and the results of its operations and its cash flows for the period January 1, 2002 through December 18, 2002 and April 1, 2001 (inception) through December 31, 2001 in conformity with U.S. generally accepted accounting principles.

          As discussed in Note 2 to the financial statements, on January 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standard No. 142, Goodwill and Other Intangible Assets. Also, as discussed in Notes 2 and 9, the Company sold substantially all of its assets and related operations in December 2002.

/s/ Lesley, Thomas, Schwarz & Postma, Inc.

A Professional Accountancy Corporation

Newport Beach, California

August 4, 2004

F-69

NEWPORT BEACH FBO, LLC

BALANCE SHEETS

				December 18,		December 31,
				2002		2001
ASSETS
CURRENT ASSETS
	Cash and cash equivalents			$	2,174,554	$	726,903
	Accounts receivable, net of allowance for doubtful accounts of $114,601 and $0				425,068		518,395
	Inventories				42,744		59,086
	Prepaid expenses				99,416		94,933
	Other current assets				30,544		7,442
		Total current assets			2,772,326		1,406,759
PROPERTY AND EQUIPMENT, NET					1,953,432		2,126,948
OTHER ASSETS
	Goodwill				1,606,766		1,606,766
	Lease rights, net				2,334,466		2,528,302
	Non-compete agreement, net				129,167		200,000
	Other				—		642
		Total other assets			4,070,399		4,335,710
			Total assets	$	8,796,157	$	7,869,417
LIABILITIES AND MEMBERS’ EQUITY
CURRENT LIABILITIES
	Accounts payable			$	278,323	$	166,036
	Accrued sales tax				56,340		7,118
	Accrued franchise and excise tax				29,722		14,175
	Accrued payroll and other payroll liabilities				41,343		26,993
	Accrued liabilities and other				—		6,800
	Current portion of obligations under capital leases				9,144		8,528
		Total current liabilities			414,872		229,650
LONG-TERM LIABILITIES
	Obligations under capital leases, net of current portion				2,388		11,602
	Security deposits				70,996		68,941
		Total long-term liabilities			73,384		80,543
		Total liabilities			488,256		310,193
COMMITMENTS AND CONTINGENCIES
MEMBERS’ EQUITY					8,307,901		7,559,224
			Total liabilities and members’ equity	$	8,796,157	$	7,869,417

See the accompanying notes to these financial statements.

F-70

NEWPORT BEACH FBO, LLC

STATEMENTS OF INCOME

						Period
			Period			April 1, 2001
			January 1, 2002			(inception)
			Through			Through
			December 18,			December 31,
			2002			2001
REVENUE
	Fuel revenue		$	9,019,034		$	6,344,264
	Non-fuel revenue			1,600,883			1,161,384
		Total revenue		10,619,917			7,505,648
COST OF REVENUE
	Cost of revenue — fuel			4,010,208			2,973,111
	Cost of revenue — non-fuel			262,686			174,337
		Total cost of revenue		4,272,894			3,147,448
		Gross Profit		6,347,023			4,358,200
Selling, general and administrative expense				3,309,860			2,822,502
Depreciation				187,185			140,457
Amortization				254,669			242,201
		Operating profit		2,595,309			1,153,040
Other income (expense)
	Interest income			15,104			13,780
	Interest expense			(1,649	)		(5,451	)
INCOME FROM OPERATIONS BEFORE INCOME TAX PROVISION				2,608,764			1,161,369
Provision for income taxes				14,963			12,770
NET INCOME			$	2,593,801		$	1,148,599

See the accompanying notes to these financial statements.

F-71

NEWPORT BEACH FBO, LLC

STATEMENT OF MEMBERS’ EQUITY

Period April 1, 2001 (Inception) Through December 18, 2002

BALANCE, April 1, 2001 (inception)	$	—
Members’ contributions		7,650,001
Members’ distributions		(1,239,376	)
Net income		1,148,599
BALANCE, December 31, 2001		7,559,224
Members’ distributions		(1,845,124	)
Net income		2,593,801
BALANCE, December 18, 2002	$	8,307,901

See the accompanying notes to these financial statements.

F-72

NEWPORT BEACH FBO, LLC

STATEMENTS OF CASH FLOWS

								Period
					Period			April 1, 2001
					January 1, 2002			(inception)
					Through			Through
					December 18,			December 31,
					2002			2001
CASH FLOWS FROM OPERATING ACTIVITIES
	Net income				$	2,593,801		$	1,148,599
	Adjustments to reconcile net income to net cash provided by operating activities
		Net loss on disposition of fixed assets				14,144			—
		Bad debt expense				114,601			—
		Depreciation and amortization				441,854			382,658
		Change in operating assets and liabilities, net of effects of acquisition:
			Accounts receivable			(21,274	)		(6,971	)
			Inventories			16,342			15,306
			Prepaid expenses			(4,483	)		37,402
			Other current assets			(23,102	)		(7,442	)
			Other non-current assets			641			148,049
			Accounts payable			112,287			(333,322	)
			Accrued expenses and other liabilities			72,319			(120,180	)
			Security deposits			2,055			942
				Net cash provided by operating activities		3,319,185			1,265,041
CASH FLOWS FROM INVESTING ACTIVITIES
	Acquisition of property and equipment					(17,812	)		(30,763	)
	Cash paid for acquisition					—			(6,918,000	)
				Net cash used in investing activities		(17,812	)		(6,948,763	)
CASH FLOWS FROM FINANCING ACTIVITIES
	Payments on capital lease obligations					(8,598	)		—
	Member contributions					—			7,650,001
	Member distributions					(1,845,124	)		(1,239,376	)
				Net cash provided by (used in) financing activities		(1,853,722	)		6,410,625
NET INCREASE IN CASH AND CASH EQUIVALENTS						1,447,651			726,903
CASH AND CASH EQUIVALENTS, beginning of period						726,903			—
CASH AND CASH EQUIVALENTS, end of period					$	2,174,554		$	726,903
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
	Cash paid during the period for interest				$	1,649		$	—
	Cash paid during the period for taxes				$	2,193		$	—
NON-CASH INVESTING AND FINANCING ACTIVITIES
	Capital lease obligations in connection with property and equipment				$	—		$	20,130
	Equipment acquired in exchange for accounts receivable payment				$	4,000		$	—

See the accompanying notes to these financial statements.

F-73

NEWPORT BEACH FBO, LLC

NOTES TO FINANCIAL STATEMENTS

December 18, 2002 and December 31, 2001

Note 1 — Organization

          Newport Beach FBO, L.L.C. (the “LLC”) was formed as a limited liability company on April 1, 2001. The LLC owned and operated a fixed base flight support operation (“FBO”) for commercial and private aircraft at a facility located at John Wayne Airport located in Orange County, California. In December 2002, the LLC sold substantially all of the assets and related operations to General Aviation Holdings, LLC. The operation of the FBO included, but was not limited to, fuel and oil sales, accommodations for transient aircraft parking, catering services, and aircraft maintenance and repairs. Additionally, the LLC sublet commercial property at the airport.

Note 2 — Summary of Significant Accounting Policies

          Revenue Recognition — In accordance with Staff Accounting Bulletin 104, Revenue Recognition, the LLC recognized fuel and non-fuel revenue when: persuasive evidence of an arrangement existed, delivery had occurred or services had been rendered, the seller’s price to the buyer was fixed or determinable, and collectibility was reasonably assured.

          For certain commercial fuel sales, the LLC acts as an agent and not principal receiving a set fee for fueling of commercial carriers. In accordance with the EITF 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent, revenue for these transactions is recorded net versus gross. Net revenues were $731,784 and $621,764 for the periods ending December 18, 2002 and December 31, 2001, respectively.

          Accounting Estimates — The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America required management to make estimates and assumptions that affected 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.

          Cash and Cash Equivalents — For purposes of the balance sheet and statement of cash flows, cash and cash equivalents consisted of all cash balances and highly liquid investments with an initial maturity of three (3) months or less.

          Accounts Receivable — Accounts receivable consisted primarily of amounts due from corporations and individuals and had been shown net of an allowance for doubtful accounts of $114,601 and $0 as of December 18, 2002 and December 31, 2001, respectively.

          Financial instruments that potentially subjected the LLC to concentrations of credit risk consisted primarily of trade receivables. One of the LLC’s fuel suppliers, Air Petro Corp., collected credit card payments directly from its customers. The supplier subsequently remitted payments collected to the LLC. Amounts due from Air Petro Corp. comprised approximately twenty-two percent (22%) and thirty-nine percent (39%) of the LLC’s outstanding receivables at December 18, 2002 and December 31, 2001, respectively. The LLC established an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

          Inventories — Inventories were recorded at lower of cost or market, on the first-in, first-out method.

F-74

NEWPORT BEACH FBO, LLC

NOTES TO FINANCIAL STATEMENTS — (Continued)

          Property and Equipment — Property and equipment in the accompanying balance sheets are stated at cost, net of accumulated depreciation and amortization. Expenditures for renewals and betterments were capitalized, and expenditures for maintenance and repairs were charged to expense as incurred. For financial reporting purposes, depreciation and amortization was computed on the straight-line method over the estimated useful lives of assets as follows:

Buildings and leasehold improvements	Over the remaining life of the lease
Computer and other equipment	5 years
Fueling trucks	5 years
Furniture and fixtures	7 years

          Income Taxes — The LLC’s provision for income taxes reflects the California franchise tax fee which is based on gross income. Federal and state income tax regulations provide that any taxes due on the taxable income of a limited liability company are the responsibility of the members.

          Goodwill and Other Intangible Assets — On January 1, 2002, the LLC adopted SFAS No. 142, Goodwill and Other Intangible Assets. This accounting standard addresses financial accounting and reporting for goodwill and other intangible assets and requires that goodwill amortization be discontinued and replaced with periodic tests of impairment based on fair value. As a result of these periodic reviews, there were no adjustments to the carrying value of intangible assets or goodwill in 2002.

          Intangible assets other than goodwill as of December 18, 2002 and December 31, 2001 are as follows:

		December 18, 2002
				Gross
				Carrying		Accumulated		Net Intangible
Amortized Intangible Assets		Useful Life		Amount		Amortization		Assets
Airport lease rights			13.25 years	$	2,680,000	$	345,534	$	2,334,466
Non-compete agreement			2 years		200,000		70,833		129,167
	Total			$	2,880,000	$	416,367	$	2,463,633

		December 31, 2001
				Gross
				Carrying		Accumulated		Net Intangible
Amortized Intangible Assets		Useful Life		Amount		Amortization		Assets
Airport lease rights			13.25 years	$	2,680,000	$	151,698	$	2,528,302
Non-compete agreement			2 years		200,000		—		200,000
	Total			$	2,880,000	$	151,698	$	2,728,302

          Under the provisions of a lease entered into with the County of Orange, California for real property at John Wayne Airport, the LLC was entitled to below market rents in return for construction of a building on the property. The LLC completed the construction of the building which it operated out of and, therefore, recorded an asset related to the future benefits of below market rents. The asset recorded under airport lease rights was being amortized over thirteen point two five (13.25) years which was the period of time remaining on the lease.

          The non-compete agreement relates to an individual who was formerly employed by the LLC in a managerial capacity. The agreement took effect at the end of March 2002, when the employee terminated employment with the LLC. As such, amortization expense of $70,833 was recorded in relation to the non-compete agreement for the period of January 1, 2002 through December 18, 2002.

F-75

NEWPORT BEACH FBO, LLC

NOTES TO FINANCIAL STATEMENTS — (Continued)

          Amortization expense related to intangible assets totaled $254,669 and $242,201 for the periods ended December 18, 2002 and December 31, 2001, respectively. The estimated aggregate future amortization expense for intangible assets remaining as of December 31, 2002 was as follows:

Aggregate amortization expense for the years ended December 31,

2003	$	302,256
2004		231,431
2005		202,260
2006		202,260
2007		202,260
Thereafter		1,323,166
	$	2,463,633

          Net income for 2001, exclusive of goodwill amortization of $90,503, net of tax benefit, would have been $1,239,102.

          Derivative Financial Instruments — The LLC adopted SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, at its inception in 2001. The standard requires the LLC to recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through the statement of operations. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives will either be offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings, or recognized in other comprehensive income (loss) until the hedged item is recognized in earnings. The ineffective portion of a derivative’s changes in fair value will be immediately recognized in earnings.

          New Accounting Pronouncements — In January 2003, the Financial Accounting Standards Board (FASB) issued Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51, which addresses the consolidation by business enterprises or variable interest entities. This provision had no impact on the LLC’s financial statements.

          In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 100 on Derivative Instruments and Hedging Activities, which amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133. This provision had no impact on the LLC’s financial statements.

          In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity, which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This provision had no impact on the LLC’s financial statements.

          In December 2003, FASB issued SFAS No. 132 (revised), Employers’ Disclosures About Pensions and Other Postretirement Benefits. Statement No. 132 (revised) prescribes employers’ disclosures about pension plans and other postretirement benefit plans; it does not change the measurement or recognition of those plans. The statement retains and revises the disclosure requirements contained in the original Statement No. 132. It also requires additional disclosures about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other postretirement benefit plans. This provision had no impact on the LLC’s financial statements.

          Fair Market Value of Financial Instruments — The carrying amount reported for capital lease obligations approximates fair value because the underlying instruments are at rates similar to current rates

F-76

NEWPORT BEACH FBO, LLC

NOTES TO FINANCIAL STATEMENTS — (Continued)

offered to the LLC for debt with the same remaining maturities. The carrying value of the LLC’s trade receivables and accounts payable approximate fair value due to their short-term maturities.

          Reclassifications — Certain amounts reported in the 2001 audited financial statements have been reclassified to conform to the 2002 presentation.

          Impairment of Long-Lived Assets — Long-lived assets, except for goodwill and indefinite lived assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Note 3 — Inventories

          Inventories consisted of the following:

	December 18,		December 31,
	2002		2001
Jet fuel	$	13,843	$	24,723
Aviation fuel		21,467		24,487
Other fuels (diesel/gasoline)		5,702		6,974
Lubricants		1,732		2,902
	$	42,744	$	59,086

Note 4 — Property and Equipment

          Property and equipment consisted of the following:

	December 18,			December 31,
	2002			2001
Computers and other equipment	$	6,911		$	4,655
Furniture and fixtures		71,635			56,079
Fueling trucks		116,512			135,192
Buildings and leasehold improvements		2,071,479			2,071,479
		2,266,537			2,267,405
Less: accumulated depreciation and amortization		(313,105	)		(140,457	)
	$	1,953,432		$	2,126,948

Note 5 — Commitments and Contingencies

          Rental Income — The LLC leased hangar and office space to various tenants. All the leases were accounted for as operating leases and have terms ranging from one (1) to thirteen (13) years. Monthly lease payments range from $500 to $13,563.

F-77

NEWPORT BEACH FBO, LLC

NOTES TO FINANCIAL STATEMENTS — (Continued)

          The following is a schedule by year of future minimum rental payments to be received under non-cancelable operating leases in effect as of December 18, 2002:

Year Ending December 31,	Amount
2003	$	819,944
2004		458,506
2005		353,276
2006		351,516
2007		358,546
Thereafter		2,650,200
	$	4,991,988

          All of the leases contain adjustment clauses tied to the consumer price index with a minimum annual adjustment of two percent (2%). As such, the above noted minimum payments include the minimum adjustment.

          Operating Leases and Capital Leases — The LLC leased certain property and equipment under various operating and capital lease arrangements that expire over the next twelve (12) years.

          The LLC’s business premises at the John Wayne Airport were leased from the County of Orange, California. The lease expires on October 31, 2014. The monthly rent related to the facility was $18,509 and $17,422 for 2002 and 2001, respectively, plus fuel flowage fees of $.06 per gallon and lubricant fees of $.10 per pound. Lease expense associated with the facility for the periods ended December 18, 2002 and December 31, 2001 were $215,577 and $167,396, respectively.

          Most of the leases for equipment, fuel trucks, and other vehicles all had three (3) year terms. However, one of the leases was being accounted for as a capital lease because of a bargain purchase option when the lease expired. The lease was secured by the property associated with it. Lease expense associated with equipment, trucks, and other vehicles totaled $90,601 and $66,261 for the periods ended December 18, 2002 and December 31, 2001, respectively.

          Future minimum lease payments for non-cancelable leases that have initial or remaining non-cancelable terms in excess of one (1) year as of December 18, 2002 are as follows:

	Operating		Capital
Year Ending December 31,	Leases		Leases
2003	$	250,817	$	9,662
2004		226,853		2,416
2005		209,064		—
2006		209,064		—
2007		209,064		—
Thereafter		1,515,714		—
Total minimum payments	$	2,620,576		12,078
Amount representing interest				(546	)
Obligations under capital leases				11,532
Obligation due within one year				(9,144	)
Long-term obligation under capital leases			$	2,388

          Environmental Matters — Laws and regulations relating to environmental matters may affect the operations of the LLC. The LLC believes that its policies and procedures with regard to environmental

F-78

NEWPORT BEACH FBO, LLC

NOTES TO FINANCIAL STATEMENTS — (Continued)

matters are adequate to prevent unreasonable risk of environmental damage and related financial liability. Some risk of environmental and other damage is, however, inherent in particular operations of the LLC. The LLC maintains adequate levels of insurance coverage with respect to environmental matters. As of December 18, 2002 and December 31, 2001, management does not believe that environmental matters will have a significant effect on the LLC’s operations.

Note 6 — Pension Plans

          The LLC had a 401(k) defined contribution plan. Under the plan, each employee meeting the minimum age requirement and with at least one (1) year of service could elect to participate. Vested benefits varied in accordance with years of credited service. The LLC could make a profit-sharing contribution at the discretion of management.

          The pension expenses for the periods ended December 18, 2002 and December 31, 2001 were $14,513 and $13,079, respectively.

Note 7 — Related Party Transactions

          The LLC had engaged CapEx Management (a limited liability company) to provide consulting services for their FBO operations and strategic financial planning. Under the management agreement, CapEx was to provide guidance in accounting control and reporting, personnel review, training, strategic planning, preparation of the LLC’s annual business plan, and other services. Annual fees paid to CapEx were not to exceed $50,000. CapEx was one of the LLC’s members.

          The LLC paid consulting fees to a member of the management team in lieu of salary.

Note 8 — Acquisitions

          During the period ended December 31, 2001 the LLC acquired the assets and assumed the liabilities of MBBP and Pan Western. The aggregate purchase price was $6,918,000.

          The following table summarizes the estimated fair value of the assets acquired and the liabilities assumed at the date of acquisition.

ASSETS ACQUIRED
	Accounts receivable	$	511,424
	Inventories		74,392
	Prepaid expenses		259,913
	Property and equipment		2,216,512
	Leasehold rights		2,680,000
	Covenant not to compete		200,000
	Goodwill		1,718,382
			7,660,623
LIABILITIES ASSUMED			(742,623	)
		$	6,918,000

Note 9 — Subsequent Event

          In December 2002 the members of the LLC entered into an agreement with General Aviation Holdings, LLC to sell their interests in the LLC’s assets. In addition, General Aviation Holdings, LLC assumed the LLC’s operating and capital lease obligations. The LLC sold its assets and related operations for $14,524,042 (consisting of $13,384,042 in cash and $1,140,000 of member equity units in the acquiring Company). As such, the included financial statements are presented on a historical cost basis.

F-79

PALM SPRINGS FBO, LLC

FINANCIAL STATEMENTS

For the Period October 1, 2001 through August 14, 2002

with Report of Independent Auditors

F-80

REPORT OF INDEPENDENT AUDITORS

The Members of General Aviation Holdings, LLC

Palm Springs FBO, LLC

          We have audited the accompanying statements of operations and cash flows of Palm Springs FBO, LLC (the “Company”) for the period from October 1, 2001 to August 14, 2002. 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 the auditing standards generally accepted in the United States. 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 reasonable basis for our opinion.

          In our opinion, the financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of Palm Springs FBO, LLC for the period from October 1, 2001 to August 14, 2002, in conformity with accounting principles generally accepted in the United States.

/s/ ERNST & YOUNG LLP

Minneapolis, Minnesota

July 23, 2004

F-81

PALM SPRING FBO, LLC

STATEMENT OF OPERATIONS

Period from October 1, 2001 to August 14, 2002

Revenue:
	Fuel revenue	$	4,305,679
	Service revenue		1,278,249
Total revenue			5,583,928
Cost of revenue:
	Cost of revenue — fuel		1,964,508
	Cost of revenue — service		321,494
Total cost of revenue			2,286,002
Gross profit			3,297,926
Selling, general and administrative expenses			1,632,893
Depreciation			237,545
Amortization related to deferred financing costs			16,666
Total operating expenses			1,887,104
Operating profit			1,410,822
Interest income			14,472
Interest expense			(92,074	)
Net income		$	1,333,220

See accompanying notes.

F-82

PALM SPRINGS FBO, LLC

STATEMENT OF CASH FLOWS

Period from October 1, 2001 to August 14, 2002

Cash flows from operating activities
Net income			$	1,333,220
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization			254,211
	Changes in assets and liabilities:
		Accounts receivable		20,420
		Due to/from related parties		(113,418	)
		Inventories		(47,997	)
		Income taxes receivable		(81,891	)
		Prepaid expenses and other assets		(2,059	)
		Accounts payable		(13,505	)
		Construction payable		(85,558	)
		Accrued expenses		(3,812	)
Net cash provided by operating activities				1,259,611
Cash flows from investing activities
Capital expenditures				(117,525	)
Net cash used in investing activities				(117,525	)
Cash flows from financing activities
Payments on line of credit				(200,000	)
Payments on long-term debt				(300,000	)
Net cash used in financing activities				(500,000	)
Net increase in cash				642,086
Cash, beginning of period				41,229
Cash, end of period			$	683,315
Supplemental disclosure
Cash paid for interest			$	92,107

See accompanying notes.

F-83

PALM SPRINGS FBO, LLC

NOTES TO FINANCIAL STATEMENTS

Period from October 1, 2001 to August 14, 2002

1. Organization and Business Operations

          Palm Springs FBO, LLC (the Company) was incorporated in Delaware on March 3, 1999 for the purpose of acquiring and operating the Fixed Base Operation (FBO) located at Palm Springs International Airport in California. The FBO provides services to general aviation customers, including but not limited to, selling fuel, leasing hanger, ramp, restaurant, gas station and office space, providing flight support services, performing maintenance, providing access to terminal facilities, or arranging for ancillary services such as rental cars and hotels. The Company is one of two FBOs located at the airport.

          The Company’s fiscal year ends on September 30.

2. Summary of Significant Accounting Policies

Revenue Recognition

          In accordance with Staff Accounting Bulletin 104, Revenue Recognition, the Company recognizes fuel and service revenue when: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the seller’s price to the buyer is fixed or determinable, and collectibility is reasonably assured.

          For certain contract fuel sales, the Company acts as agent (and not principal) receiving a set fee for the fueling of certain carriers. In accordance with EITF 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent, revenue for these transactions is recorded on a net basis. Net revenues related to such services were $242,141 for the period from October 1, 2001 to August 14, 2002.

Use of Estimates

          The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates.

Concentration of Credit Risk

          The Company records accounts receivable from major credit card companies, corporations and individuals. The Company has no significant credit risk concentration among its customer base.

          The Company considers the need for an allowance for doubtful accounts based upon prior experience and management’s assessment of the collectibility of existing specific accounts. Management’s assessment includes such factors as the credit risk of specific customers, payment history and industry and economic conditions. The Company had no allowance for doubtful accounts as of August 14, 2002 and no accounts were written-off during the period from October 1, 2001 to August 14, 2002.

          The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company routinely evaluates the creditworthiness of the institutions with which it invests.

F-84

PALM SPRINGS FBO, LLC

NOTES TO FINANCIAL STATEMENTS — (Continued)

Inventories

          The Company accounts for jet fuel and oil inventories at the lower of first-in, first-out cost or market.

Property, Equipment and Leasehold Improvements

          The Company has invested in property, equipment, and leasehold improvements, which consist of buildings, equipment, furniture and fixtures, and a fuel farm. Depreciation and amortization are provided using the straight-line method over the lesser of the estimated useful lives of the assets or the remaining lease term for the real property, subject to a lease, ranging as follows:

Category	Years
Furniture and fixtures		3-7
Equipment		5-10
Computers		3
Leasehold improvements — fuel farm, ramps		15
Leasehold improvements — building and other		30

          Maintenance and routine repairs are charged to expense as incurred.

Deferred Financing Costs

          Debt issuance costs are being amortized under the effective interest method over the life of the related debt agreement.

     Income Taxes

          The Company’s form of organization (limited liability company) is treated as a partnership for income tax purposes, which results in the Company’s income or loss being included in the individual members’ taxable income. Accordingly, the accompanying statement of operations does not reflect a provision for income taxes.

     Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed of

          The Company requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company identified no such impairment losses.

3.     Leases

          The Company leases business premises from the City of Palm Springs under operating leases which expire on December 14, 2031. The Company is responsible for maintaining insurance coverage and is responsible for all taxes, utilities, and related expenses.

F-85

PALM SPRINGS FBO, LLC

NOTES TO FINANCIAL STATEMENTS — (Continued)

          The Company leases a hanger from an unrelated third party under an operating lease, on a month-to-month basis, with a monthly rental of $4,300.

          The Company also leases refueling trucks and other business equipment from unrelated parties under both noncancelable and month-to-month operating leases.

          Rent expense was $311,525 for the period from October 1, 2001 to August 14, 2002.

          In connection with the acquisition of the Company, as described in Note 8 the third-party acquirer assumed all operating lease agreements as part of the acquisition.

4. Long-Term Debt

          Throughout the period from October 1, 2001 through August 14, 2002, the Company maintained a $2,200,000 Reducing Revolving Credit Agreement with a bank. During this period outstanding borrowings under the agreement accrued interest at the bank’s base rate plus .875%. The borrowings under this revolving credit agreement have been used to purchase the assets of the business and finance the construction of an airplane hangar.

          On August 15, 2001, the terms of this agreement were amended to provide an additional revolving credit line of $200,000 that expired on April 30, 2002. Outstanding borrowings under this agreement accrued interest at the bank’s base rate plus .50%.

          In connection with the revolving credit agreement, the Company is required to comply with certain financial ratios and other covenants contained in the agreement. As of August 14, 2002 the Company was in compliance with all covenants.

          These arrangements are collateralized by all of the assets of the Company.

          In connection with the acquisition of the Company, as described in Note 8, the Company’s obligation under the borrowing arrangements were repaid.

5. Post-Retirement Benefits

          The Company established a 401(k) program for its employees on January 1, 2000. Eligibility is achieved after reaching age 18 and completing three months of service. Participation by employees is voluntary. Discretionary employee deferrals range from 1% to 15% and the Company makes matching contributions equal to 50% of participant contributions, subject to a maximum of 6% of each participant’s compensation. Vesting of employer contributions occurs incrementally over four years. For the period from October 1, 2001 to August 14, 2002, the Company’s contributions to the plan amounted to $13,502.

6. Related-Party Transactions

          The Company pays certain expenses such as payroll, legal, and operating expenses on behalf of an FBO located in LaQuinta California, which is under common ownership with the Company. Additionally, the Company borrows, from time-to-time, cash for operating activities as necessary from the aforementioned FBO. These amounts are recorded as due to or due from the related party.

          Management fees included in selling, general and administrative expenses were paid during the period to the managing member of the Company in the amount of $50,000 for the period October 1, 2001 to August 15, 2002, pursuant to the original investment memorandum.

F-86

PALM SPRINGS FBO, LLC

NOTES TO FINANCIAL STATEMENTS — (Continued)

          At August 14, 2002, the Company has non-recourse notes receivables of $105,250, from members, which were issued in connection with the issuance of membership units. The notes bear interest at 8%.

7. Commitments and Contingencies

          The Company has an exclusive contract with a fuel provider for all fuel purchased through December 2002 with annual renewals. Fuel is purchased as needed by the Company, at a set price over the Platt’s Los Angeles Pipe Jet Index. There are no minimum or maximum purchase quantity commitments related to this contract.

          Laws and regulations relating to environmental matters may affect the operations of the Company. The Company believes that its policies and procedures with regard to environmental matters are adequate to prevent unreasonable risk of environmental damage and related financial liability. Some risk of environmental and other damage is, however, inherent in particular operations of the Company. The Company maintains insurance coverage with respect to environmental matters. As of August 14, 2002, management does not believe that environmental matters will have a significant effect on the Company’s operations.

8. Subsequent Event

          On August 15, 2002, substantially all of the assets and liabilities of the Company were acquired by a third-party in a cash transaction for a purchase price (including closing costs) of $11,140,630.

F-87

PALM SPRINGS FBO, LLC

FINANCIAL STATEMENTS

Year Ended September 30, 2001

with Independent Auditors’ Report

F-88

INDEPENDENT AUDITORS’ REPORT

To the Managing Members of Palm Springs FBO, LLC

d/b/a Million Air Palm Springs

      We have audited the accompanying balance sheet of Palm Springs FBO, LLC d/b/a Million Air Palm Springs (the “Company”) as of September 30, 2001, and the related statements of operations, members’ 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, such financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2001, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Cedar Rapids, Iowa

December 7, 2001

F-89

PALM SPRINGS FBO, LLC

d/b/a MILLION AIR PALM SPRINGS

BALANCE SHEET

September 30, 2001

ASSETS
CURRENT ASSETS:
	Cash		$	41,229
	Accounts receivable			75,374
	Inventory			33,135
	Prepaid expenses and other assets			61,158
		Total current assets		210,896
PROPERTY AND EQUIPMENT:
	Buildings and hangars			5,507,851
	Equipment			311,159
	Furniture and fixtures			48,602
	Fuel farms			818,498
	Less: accumulated depreciation			(437,416	)
		Net property and equipment		6,248,694
OTHER ASSETS:
	Deferred financing costs (net of accumulated amortization of $8,333)			16,667
	Other assets			21,343
		Total other assets		38,010
TOTAL			$	6,497,600
LIABILITIES AND MEMBERS’ EQUITY
CURRENT LIABILITIES:
	Accounts payable		$	154,685
	Construction payable			85,558
	Due to related parties			81,515
	Accrued expenses			66,649
	Line of credit			200,000
	Current portion of long-term debt			300,000
		Total current liabilities		888,407
LONG-TERM DEBT, LESS CURRENT PORTION				1,700,000
COMMITMENTS AND CONTINGENCIES
MEMBERS’ EQUITY				3,909,193
TOTAL			$	6,497,600

See notes to financial statements.

F-90

PALM SPRINGS FBO, LLC

d/b/a MILLION AIR PALM SPRINGS

STATEMENT OF OPERATIONS

For the Year Ended September 30, 2001

REVENUE:
	Fuel revenue		$	5,004,032
	Non-fuel revenue			1,105,615
		Total revenue		6,109,647
COST OF REVENUE:
	Cost of revenue — fuel			2,628,562
	Cost of revenue — non-fuel			374,831
		Total cost of revenue		3,003,393
GROSS PROFIT				3,106,254
OPERATING EXPENSES:
	Selling, general and administrative expenses			1,720,938
	Depreciation and amortization			256,986
		Total operating expenses		1,977,924
OPERATING INCOME				1,128,330
OTHER (EXPENSE) INCOME:
	Interest income			8,876
	Interest expense			(120,592	)
		Total other expense		(111,716	)
NET INCOME			$	1,016,614

See notes to financial statements.

F-91

PALM SPRINGS FBO, LLC

d/b/a MILLION AIR PALM SPRINGS

STATEMENT OF MEMBERS’ EQUITY

For the Year Ended September 30, 2001

								Members’			Total
		Membership		Membership		Retained		Note			Members’
		Units		Units		Earnings		Receivables			Equity
BALANCE, October 1, 2000			2,448,000	$	2,448,000	$	549,829	$	(111,000	)	$	2,886,829
	Cash received, notes receivable from members		—		—		—		5,750			5,750
	Net income		—		—		1,016,614		—			1,016,614
BALANCE, SEPTEMBER 30, 2001			2,448,000	$	2,448,000	$	1,566,443	$	(105,250	)	$	3,909,193

See notes to financial statements.

F-92

PALM SPRINGS FBO, LLC

d/b/a MILLION AIR PALM SPRINGS

STATEMENT OF CASH FLOWS

For the Year Ended September 30, 2001

CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income				$	1,016,614
	Adjustments to reconcile net income to net cash flows from operating activities:
		Depreciation and amortization				256,986
		Changes in assets and liabilities:
			Accounts receivable			(43,742	)
			Due from related parties			37,307
			Inventory			44,633
			Prepaid expenses and other assets			(23,065	)
			Accounts payable			(99,239	)
			Construction payable			(388,901	)
			Due to related parties			81,515
			Accrued expenses			(18,053	)
				Net cash flows from operating activities		864,055
CASH FLOWS FROM INVESTING ACTIVITIES — Capital expenditures						(1,527,890	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from repayment of members’ notes receivables					5,750
	Proceeds from borrowings of long-term debt					736,000
	Payments on long-term debt					(62,000	)
				Net cash flows from financing activities		679,750
NET INCREASE IN CASH						15,915
CASH AT BEGINNING OF PERIOD						25,314
CASH AT END OF PERIOD					$	41,229
SUPPLEMENTAL DISCLOSURE — Cash paid for interest, net of amounts capitalized					$	120,668

See notes to financial statements.

F-93

PALM SPRINGS FBO, LLC

d/b/a MILLION AIR PALM SPRINGS

NOTES TO FINANCIAL STATEMENTS

For the Year Ended September 30, 2001

1. Organization and Business Operations

          Palm Springs FBO, LLC d/b/a Million Air Palm Springs (the “Company”) was incorporated in Delaware on March 3, 1999 for the purpose of acquiring and operating the Fixed Base Operation (“FBO”) located at the Palm Springs International Airport in California. The FBO provides services to general aviation customers, including, but not limited to: selling fuel; leasing hangar, ramp, restaurant, gas station and office space; providing flight support services; performing maintenance; providing access to terminal facilities, or arranging for ancillary services such as rental cars and hotels. The Company is one of two FBOs located at the airport.

          At September 30, 1999 Company activity consisted of the infusion of capital by members in the amount of $2,300,000 and borrowings under a Reducing Revolving Credit Agreement of $2,200,000 to finance acquisition of certain assets (See Note 6). On October 6, 1999, the Company purchased certain operating assets from Signature Flight Support Corporation (“Signature”) in an asset purchase for $4,000,000 plus $24,636 for existing fuel inventory. The acquisition was accounted for by the purchase method of accounting and the purchase price was allocated among the assets acquired based on relative fair values. Operations of the acquired business are included in the accompanying financial statements.

          On November 1, 1999, the Company entered into a franchise agreement with Million Air Interlink, Inc. (“Franchisor”). The agreement allowed the Company to use the Million Air franchise name. This agreement has been extended to December 31, 2001. Management does not intend to continue this franchise arrangement subsequent to the expiration of the extension. Monthly amounts are due to the Franchisor based on a monthly incremental fuel gallonage calculation and a special promotional fund contribution of $1,000 per month for one year.

2. Summary of Significant Accounting Policies

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 the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Concentration of Risk

          Trade accounts receivable are due primarily from major credit card companies. Accordingly, no allowance for doubtful accounts has been recorded by the Company at September 30, 2001.

          The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company routinely evaluates the credit worthiness of the institutions with which it invests.

Inventory

          The Company accounts for jet fuel and oil inventories at the lower of first-in, first-out cost or market.

F-94

PALM SPRINGS FBO, LLC

d/b/a MILLION AIR PALM SPRINGS

NOTES TO FINANCIAL STATEMENTS — (Continued)

Property and Equipment

          Property and equipment, which consisted of buildings, equipment, furniture and fixtures, and the fuel farm at year-end, are stated at cost, less accumulated depreciation, and have estimated useful lives ranging from 2 to 30 years. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Assets acquired in connection with the purchase of the business are being depreciated over the remaining estimated useful lives of the assets. Maintenance and routine repairs of property and equipment are charged against income as incurred.

Construction in Process

          The Company completed construction of an airplane hangar in April of 2001. Costs incurred related to this project during the period ended September 30, 2001 of $704,705, have been capitalized and are included in the property and equipment balance sheet total. The Company capitalized interest costs in the amount of $60,517 pertaining to the period ended September 30, 2001.

Deferred Financing Costs

          Debt issuance costs are being amortized under the effective interest method over the life of the agreement.

Income Taxes

          The Company is organized as a Delaware limited liability company. Therefore, the results of operations of the Company are included in the income tax returns of its members. Accordingly, no provision for income taxes has been recorded in the accompanying financial statements.

Revenue Recognition

          Revenue includes fuel sales, hangar rentals, terminal, restaurant, gas station and office space rentals, and concierge and catering services revenue. Revenue is recorded when persuasive evidence of an arrangement exists, the delivery has occurred or services are rendered, the seller’s price to the buyer is fixed or determinable, and collectibility is reasonably assured. Rental income for hangar and facilities space is billed and recorded monthly. These leasing arrangements are operating leases and are typically on a month-to-month or annual basis, with the exception of the gas station lease which expires in 2009.

          For certain transactions, the Company acts as agent (and not principal) receiving a set fee for fueling of commercial carriers. In accordance with Emerging Issues Task Force (“EITF”) No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent, revenue for these transactions is recorded on a net basis. Net revenues related to such services were $133,347 for the year ended September 30, 2001 and are recorded as non-fuel revenue.

Post-Retirement Benefits

          The Company established a 401(k) program for its employees on January 1, 2000. Eligibility is achieved after reaching age 18 and completing 3 months of service. Participation by employees is voluntary. Discretionary employee deferrals range from 1 to 15% and the Company makes matching contributions equal to 50% of participant contributions, subject to a maximum of 6% of each participant’s compensation. Vesting of employer contributions occurs incrementally over four years. For the year ended September 30, 2001, the Company contributions to the plan were $9,504.

F-95

PALM SPRINGS FBO, LLC

d/b/a MILLION AIR PALM SPRINGS

NOTES TO FINANCIAL STATEMENTS — (Continued)

Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed of

          The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standard (“SFAS”) No. 121, “Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of.” SFAS No. 121 requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company has identified no such impairment losses.

Membership Options

          The Company has retained the intrinsic value method of accounting for membership options issued to employees in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”. The Company uses the fair value method for membership options issued to non-employees in accordance with SFAS No. 123, “Stock Based Compensation”.

Impact of Recently Issued Accounting Pronouncements

          Effective October 1, 2000 the Company adopted SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” The Company does not have any derivative instruments.

3. Notes Receivable from Members

          On January 10, 2000 the Company authorized options to purchase 184,000 membership units. During the 2000 fiscal year, 148,000 options were granted and exercised.

          In connection with the options exercised, the Company loaned $111,000 to these individuals and received cash of $37,000. These non-recourse notes accrue interest at 8% annually. Interest payments are due on the first and second anniversary of the note, with all accrued and unpaid interest and principal due on the third anniversary. In accordance with EITF No. 85-1 “Classifying Notes Received for Capital Stock”, the notes receivable issued in exchange for equity have been reported as a reduction of members’ equity.

4. Leases

          The Company leases the land, parking lot, and certain buildings from the City of Palm Springs through December 14, 2031. Monthly rent in the amount of $16,683 is paid and annual increases are based on the CPI index. The Company is responsible for maintaining insurance coverage and is responsible for all taxes, utilities, and related expenses.

          The Company leases a hangar from an unrelated third party in the monthly amount of $4,300 per month.

          The Company also leases refueling trucks and other business equipment from unrelated parties under both noncancelable and month-to-month operating leases.

F-96

PALM SPRINGS FBO, LLC

d/b/a MILLION AIR PALM SPRINGS

NOTES TO FINANCIAL STATEMENTS — (Continued)

          Future minimum rental payments on the noncancelable operating lease agreements are as follows:

Years ending September 30:
	2002	$	334,128
	2003		260,824
	2004		254,160
	2005		254,160
	2006		254,160
	Thereafter		3,240,540
	Minimum rental payments	$	4,597,972

          Rental expense was approximately $334,601 for the year ended September 30, 2001.

5. Long-term Debt

          On September 30, 1999 the Company entered into a $2,200,000 Reducing Revolving Credit Agreement with a bank that expires on September 30, 2006. Under the terms of the agreement, minimum annual payments are required to be made. Outstanding borrowings under the agreement bear interest at the bank’s base rate plus .875% (combined rate of 6.875% at September 30, 2001) with interest payable the first of each month. The agreement requires payment of principal as necessary to comply with the scheduled reductions in total borrowings, and any outstanding principal and interest due at maturity. The borrowings under this revolving credit agreement have been used to purchase the assets of the business and finance the construction of the airplane hangar.

          On August 15, 2001, the terms of this agreement were amended to provide an additional revolving credit line of $200,000 that expires on April 30, 2002. Outstanding borrowings under the agreement bear interest at the bank’s base rate plus .50% (combined rate of 6.5% at September 30, 2001) with interest payable the first of each month.

          In connection with the revolving credit agreement, the Company is required to comply with certain financial ratios and other covenants contained in the agreement. As of September 30, 2001 the Company was in compliance with all covenants.

          These agreements are collateralized by all of the assets of the Company.

          Aggregate maturities of long-term debt outstanding for the years ended September 30 are as follows:

2002	$	500,000
2003		300,000
2004		400,000
2005		400,000
2006		600,000
Total		2,200,000
Less current maturities		500,000
Long-term debt	$	1,700,000

F-97

PALM SPRINGS FBO, LLC

d/b/a MILLION AIR PALM SPRINGS

NOTES TO FINANCIAL STATEMENTS — (Continued)

6. Related Party Transactions

          The Company pays certain expenses such as payroll, legal, and operating expenses on behalf of an FBO located in La Quinta, California. Additionally, the Company borrows, from time to time, cash for operating activities as necessary from the aforementioned FBO. These amounts are recorded as due to related parties on the balance sheet as it is under common ownership of the Company.

          Management fees were paid during the year to the managing member of the LLC in the amount of $50,000 for the year ended September 30, 2001, pursuant to the original investment memorandum. These amounts were recorded in selling, general, and administrative expenses.

7. Commitments and Contingencies

          The Company has an exclusive contract with a fuel provider for all fuel purchases through December 2002. Fuel is purchased as needed by the Company at a set price over the Platt’s Los Angeles Pipe Jet Index. There are no minimum or maximum purchase commitments related to this contract.

F-98

PALM SPRINGS FBO, LLC

d/b/a MILLION AIR PALM SPRINGS

NOTES TO FINANCIAL STATEMENTS — (Continued)

MACQUARIE AIRPORTS NORTH AMERICA, INC.

CONSOLIDATED FINANCIAL STATEMENTS

For the periods June 28, 2002 (inception) through March 31, 2003 and

April 1, 2003 through December 31, 2003

with Report of Independent Auditors

F-99

REPORT OF INDEPENDENT AUDITORS

Board of Directors and Stockholders

Macquarie Airports North America, Inc.:

          We have audited the accompanying consolidated balance sheets of Macquarie Airports North America, Inc. as of March 31, 2003 and December 31, 2003, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the periods June 28, 2002 (inception) through March 31, 2003 and April 1, 2003 through December 31, 2003. 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 audits.

          We conducted our audits in accordance with auditing standards generally accepted in the United States. 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 audits provide a reasonable basis for our opinion.

          In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Macquarie Airports North America, Inc. as of March 31, 2003 and December 31, 2003, and the consolidated results of its operations and its cash flows for the periods June 28, 2002 (inception) through March 31, 2003 and April 1, 2003 through December 31, 2003, in conformity with accounting principles generally accepted in the United States.

/s/ ERNST & YOUNG LLP

Baltimore, Maryland

May 12, 2004

F-100

MACQUARIE AIRPORTS NORTH AMERICA, INC.

CONSOLIDATED BALANCE SHEETS

March 31, 2003 and December 31, 2003

(In thousands, except per share amounts)

			March 31,			December 31,
			2003			2003
Assets
Current assets:
	Cash and cash equivalents		$	4,816		$	3,475
	Restricted cash			265			315
	Accounts receivable, less allowance for doubtful accounts of $222 at March 31, 2003 and $299 at December 31, 2003			3,978			4,376
	Unbilled accounts receivable			1,124			1,709
	Inventory			417			353
	Prepaid expenses and other current assets			409			208
Total current assets				11,009			10,436
Property and equipment, net				16,354			16,679
Goodwill				6,049			6,270
Other intangible assets:
	Contractual arrangements			21,352			21,352
	Non-compete agreement			7,500			7,500
				28,852			28,852
	Less: accumulated amortization			(2,208	)		(6,259	)
				26,644			22,593
Debt issuance costs, net of accumulated amortization of $277 at March 31, 2003 and $789 at December 31, 2003				3,258			2,804
Other assets				1,073			997
Total assets			$	64,387		$	59,779
Liabilities and stockholders’ equity
Current liabilities:
	Accounts payable and accrued expenses		$	1,387		$	2,084
	Accrued compensation expenses			787			666
	Accrued transaction costs (See Note 2)			2,408			125
	Accrued interest expense			802			343
Total current liabilities				5,384			3,218
Long-term debt				36,000			36,000
Notes payable to related parties				12,000			12,000
Fair market value of interest rate swap				682			413
Other long-term liabilities				1,027			1,151
Total liabilities				55,093			52,782
Commitments and contingencies				—			—
Stockholders’ equity:
		Common stock, $0.01 par value; 1,000 shares authorized; 30 shares issued and outstanding at March 31, 2003 and December 31, 2003		—			—
		Additional paid-in capital		11,293			11,293
		Accumulated other comprehensive loss		(469	)		(284	)
		Accumulated deficit		(1,530	)		(4,012	)
Total stockholders’ equity				9,294			6,997
Total liabilities and stockholders’ equity			$	64,387		$	59,779

See accompanying notes.

F-101

MACQUARIE AIRPORTS NORTH AMERICA, INC.

CONSOLIDATED STATEMENTS OF OPERATION

Periods from June 28, 2002 (inception) through March 31, 2003

and April 1, 2003 through December 31, 2003

(In thousands)

		June 28, 2002			April 1, 2003
		(Inception)			through
		through			December 31,
		March 31, 2003			2003
Revenues:
	Fuel sales	$	8,368		$	16,270
	Other FBO revenues		6,042			9,522
	Management contract fees		633			1,338
			15,043			27,130
Cost of revenue (exclusive of depreciation and amortization shown separately below):
	Cost of fuel sales		4,324			7,579
	Cost of other FBO revenues		1,118			2,785
			5,442			10,364
Gross profit			9,601			16,766
Operating expenses:
	General and administrative		6,788			11,587
	Depreciation and amortization		2,578			4,764
	Transitional services		1,000			—
Total operating expenses			10,366			16,351
Income (loss) from operations			(765	)		415
Other income (expense):
	Interest expense		(1,499	)		(2,850	)
	Interest and other income (expense)		29			(13	)
Loss before income taxes			(2,235	)		(2,448	)
Income tax benefit (expense)			705			(34	)
Net loss		$	(1,530	)	$	(2,482	)

See accompanying notes.

F-102

MACQUARIE AIRPORTS NORTH AMERICA, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Periods from June 28, 2002 (inception) through March 31, 2003

and April 1, 2003 through December 31, 2003

(In thousands)

		Common Stock						Accumulated
						Additional		Other
		Number of				Paid-in		Comprehensive			Accumulated
		Shares		Amount		Capital		Loss			Deficit			Total
Issuance of shares of common stock to investors upon formation			30	$	—	$	11,293	$	—		$	—		$	11,293
Other comprehensive loss:
	Effect of recording interest rate swap transaction at fair value, net of income tax benefit of $41		—		—		—		(91	)		—			(91	)
	Other comprehensive loss — change in the fair value of interest rate swap, net of income tax benefit of $172		—		—		—		(378	)		—			(378	)
	Net loss for the period June 28, 2002 (inception) through March 31, 2003		—		—		—		—			(1,530	)		(1,530	)
Total comprehensive loss															(1,999	)
Balance at March 31, 2003			30		—		11,293		(469	)		(1,530	)		9,294
Other comprehensive loss:
	Other comprehensive income — change in the fair value of interest rate swap, net of income tax expense of $84		—		—		—		185			—			185
	Net loss for the period April 1, 2003 through December 31, 2003		—		—		—		—			(2,482	)		(2,482	)
Total comprehensive loss															(2,297	)
Balance at December 31, 2003			30	$	—	$	11,293	$	(284	)	$	(4,012	)	$	6,997

See accompanying notes.

F-103

MACQUARIE AIRPORTS NORTH AMERICA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Periods from June 28, 2002 (inception) through March 31, 2003

and April 1, 2003 through December 31, 2003

(In thousands)

			June 28, 2002
			(Inception)			April 1, 2003
			through			through
			March 31,			December 31,
			2003			2003
Operating activities
Net loss			$	(1,530	)	$	(2,482	)
Adjustments to reconcile net loss to net cash provided by operating activities:
	Depreciation and amortization of property and equipment			370			713
	Amortization of intangible assets			2,208			4,051
	Amortization of transitional services arrangement			1,000			—
	Non-cash interest expense			277			512
	Bad debt expense			55			80
	Deferred income taxes			(738	)		(84	)
	Changes in operating assets and liabilities:
		Accounts receivable		(1,113	)		(398	)
		Unbilled accounts receivable		(177	)		(585	)
		Inventory		(87	)		64
		Prepaid expenses and other current assets		(444	)		150
		Accounts payable and accrued expenses		(52	)		697
		Other current liabilities		1,678			(725	)
Net cash provided by operating activities				1,447			1,993
Investing activities
Purchase of property and equipment				(126	)		(1,037	)
Change in other assets				(967	)		76
Acquisition of Aviation Division of American Port Services, Inc., including transaction costs				(52,021	)		(1,648	)
Net cash used in investing activities				(53,114	)		(2,609	)
Financing activities
Proceeds from issuance of senior debt				36,000			—
Proceeds from issuance of subordinated debt				12,000			—
Proceeds from issuance of shares of common stock				11,293			—
Payment of financing fees				(2,810	)		(725	)
Net cash provided by (used in) financing activities				56,483			(725	)
Net change in cash and cash equivalents				4,816			(1,341	)
Cash and cash equivalents at beginning of period				—			4,816
Cash and cash equivalents at end of period			$	4,816		$	3,475
Interest paid			$	466		$	1,898
Income taxes paid			$	—		$	174

See accompanying notes.

F-104

MACQUARIE AIRPORTS NORTH AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2003 and March 31, 2003

1.     Organization and Summary of Significant Accounting Policies

Organization

          Macquarie Airports North America, Inc. (the “Company”) was incorporated on June 28, 2002 under the laws of the state of Delaware to operate and manage airports and aviation-related facilities. All of the Company’s outstanding stock is owned by Macquarie Global Infrastructure Fund A and Macquarie Global Infrastructure Fund B, investment funds managed by the Australian firm called Macquarie Bank. The Macquarie Global Infrastructure Funds principally invest in infrastructure-type companies throughout the world.

          On June 29, 2002, the Company entered into an agreement to purchase certain assets and liabilities at airports operated or managed by a division of American Port Services, Inc. (“AmPorts”), which is a wholly owned subsidiary of Associated British Ports Holdings PLC (“ABPH”). As discussed in Note 2, the effective date of this transaction was November 5, 2002, at which time the Company commenced operations at those airports formerly operated or managed by AmPorts. From June 28, 2002 to November 5, 2002, the Company devoted most of its efforts to consummating this transaction, raising capital and recruiting and training personnel.

          Currently, the Company is a fixed based operator (“FBO”) of five airports, a management company for five other airports and an operator of one heliport. All of these facilities are located in the eastern United States and principally serve the corporate and private jet market. The Company has approximately 320 employees at December 31, 2003.

Principles of Consolidation

          The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries — Macquarie Aviation North America Inc. and Macquarie Aviation North America 2, Inc., as well as the wholly owned subsidiaries of Macquirie Aviation North America 2, Inc. — ILG Avcenter Inc. and Amports AvCenter, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. The Company consolidates investments where it has a controlling financial interest. The usual condition for a controlling financial interest is ownership of a majority of the voting interest and, therefore, as a general rule ownership, directly or indirectly, of over fifty percent of the outstanding voting shares is a condition for consolidation. For investments in variable interest entities, as defined by Financial Accounting Standards Board (FASB) Interpretation No. 46, Consolidation of Variable Interest Entities, the Company consolidates when it is determined to be the primary beneficiary of the variable interest entity. As of December 31, 2003, the Company was not the primary beneficiary of any variable interest entity in which it did not own a majority of the outstanding voting stock.

Use of Estimates

          The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Cash Equivalents

          The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

F-105

MACQUARIE AIRPORTS NORTH AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Restricted Cash

          The Company classifies all cash pledged as collateral on the outstanding senior debt as restricted in the consolidated balance sheets. At March 31, 2003 and December 31, 2003, the Company has recorded $918 and $927, respectively, of cash pledged as collateral within other assets in the accompanying consolidated balance sheets. Additionally, the Company has outstanding letters of credit of $2,115 at December 31, 2003 related to agreements to operate certain airport facilities. In connection with outstanding letters of credit, the Company has $265 and $315 of cash in a separate account at March 31, 2003 and December 31, 2003, respectively, which is recorded as restricted cash in the accompanying consolidated balance sheets.

Allowance for Doubtful Accounts

          The Company uses estimates to determine the amount of the allowance for doubtful accounts necessary to reduce billed and unbilled accounts receivable to its net realizable value. The Company estimates the amount of the required allowance by reviewing the status of past-due receivables and analyzing historical bad debt trends. Actual collection experience has not varied significantly from estimates due primarily to credit policies and a lack of concentration of accounts receivable. The Company charges off receivables deemed to be uncollectible to the allowance for doubtful accounts. Accounts receivable balances are not collateralized.

Inventory

          Inventory consists principally of jet fuel purchased from various third party vendors. Inventory is stated at the lower of the first-in, first-out cost or market.

Property and Equipment

          Property and equipment is recorded at cost and depreciated using the straight-line method based on estimated useful lives ranging from three to seven years. Leasehold improvements are amortized using the straight-line method over the lesser of the lease term or the estimated useful life of the assets.

Goodwill and Other Intangible Assets

          Goodwill consists of the cost in excess of fair value of tangible and identifiable intangible net assets acquired in the purchase business combination described in Note 2. Other intangible assets include contractual arrangements and a non-compete agreement acquired in the purchase business combination. The cost of intangible assets with determinable useful lives is amortized over estimated useful lives ranging from two to twenty-eight years.

Impairment of Long-Lived Assets, Excluding Goodwill

          Long-lived assets, including amortizable intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be fully recoverable. These events or changes in circumstances may include a significant deterioration of operating results, changes in business plans, or changes in anticipated future cash flows. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are impaired, the impairment recognized is measured by the amount by which the carrying amount exceeds the fair value of the assets. Fair value is generally determined by estimates of discounted cash flows. The discount rate used in any estimate of discounted cash flows would be the rate required for a similar investment of like risk.

F-106

MACQUARIE AIRPORTS NORTH AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

          Assets to be disposed of are reported at the lower of carrying values or fair values, less estimated costs of disposal.

Impairment of Goodwill

          Goodwill is considered impaired when the carrying amount of a reporting unit’s goodwill exceeds its implied fair value, as determined under a two-step approach. The first step is to determine the estimated fair value of each reporting unit with goodwill. The reporting units of the Company for purposes of the impairment test are those components of operating segments for which discrete financial information is available and segment management regularly reviews the operating results of that component. Components are combined when determining reporting units if they have similar economic characteristics.

          The Company estimates the fair value of each reporting unit by estimating the present value of the reporting unit’s future cash flows. If the recorded net assets of the reporting unit are less than the reporting unit’s estimated fair value, then no impairment is indicated. Alternatively, if the recorded net assets of the reporting unit exceed its estimated fair value, then goodwill is assumed to be impaired and a second step is performed. In the second step, the implied fair value of the goodwill is determined by deducting the estimated fair value of all tangible and identifiable intangible net assets of the reporting unit from the estimated fair value of the reporting unit. If the recorded amount of goodwill exceeds this implied fair value, an impairment charge is recorded for the excess.

Debt Issuance Costs

          The Company capitalizes all direct costs incurred in connection with the issuance of debt as debt issuance costs. These costs are amortized using the interest method over the contractual term of the debt instrument, which ranges from five to twelve years.

Interest Rate Swap

          The Company accounts for its interest rate swap under the provisions of Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (“Statement 133”), which requires mat all derivative instruments be reported on the balance sheet at fair value and that changes in a derivative’s fair value be recognized currently in earnings unless specific hedge criteria are met. Under Statement 133, if an interest rate swap is designated as a cash flow hedge, the effective portions of the changes in the fair value of the swap are recorded in other comprehensive income (loss). Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings.

          As part of managing the exposure to changes in the market interest rates on its variable rate debt, the Company has entered into an interest rate swap transaction with a financial institution acting as the counter-party. To ensure both appropriate use as a hedge and hedge accounting treatment, the interest rate swap is designated according to the hedge objective against a specific debt issue. The notional amount, rate and maturity of the Company’s interest rate swap are closely matched to the related terms of the debt instrument. Accordingly, the interest rate swap transaction is designated as a cash flow hedge since the Company has met all of the specific hedge criteria defined in Statement 133. As a result, the derivative is adjusted to fair value through a mark-to-market adjustment within other comprehensive income (loss) included in the statements of stockholders’ equity. Effectiveness of the hedge relationship is periodically reassessed during the life of the hedge by comparing the current terms of the agreement with the terms of the underlying debt and by evaluating the ability of the counter-party to honor its obligations under the agreement.

F-107

MACQUARIE AIRPORTS NORTH AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Financial Instruments

          The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, subordinated debt and variable rate senior debt are carried at cost, which approximates their fair value because of either the short-term maturity, or variable or competitive interest rates assigned to these financial instruments.

Concentrations of Credit Risk

          Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with financial institutions and its balances may exceed federally insured limits. The Company’s accounts receivable are derived from fuel sales and services rendered under contract terms with commercial and private customers located primarily in the United States. There were no outstanding accounts receivable due from a single customer, which accounted for more than 10% of the total accounts receivable balance at March 31, 2003 and December 31, 2003.

          Additionally, no single customer accounted for more than 10% of the Company’s revenues during the periods from June 28, 2002 (inception) through March 31, 2003 or April 1, 2003 through December 31, 2003.

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.

          Other FBO revenues consist principally of de-icing services, landing and fuel distribution fees as well as rental income for hangar and terminal use. All other FBO revenues are recorded as the services are rendered to the customer.

          The Company also enters into management contracts to operate regional airports or aviation-related facilities. Management fees are recognized pro rata over the service period based on negotiated contractual terms. All costs incurred to perform under contracts are reimbursed entirely by the customer and are generally invoiced with the related management fee. As the Company is acting as an agent in these contracts, the amount invoiced is recorded net of the reimbursable costs.

Income Taxes

          The Company uses the liability method in accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

Recent Accounting Pronouncements

          In July 2002, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 146, Accounting for Costs Associated with Exit or Disposal Activities (“Statement 146”). Statement 146 requires a liability for costs associated with an exit or disposal activity be recognized and measured initially at fair value only when the liability is incurred rather than the date of commitment to an exit or disposal plan. Statement 146 is effective for exit or disposal activities that are initiated after December 31, 2002. The adoption of the new standard in 2003 did not have a material impact on the Company’s consolidated financial position or results of operations.

F-108

MACQUARIE AIRPORTS NORTH AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

          In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities, and amended it in December 2003. The objective of Interpretation No. 46 is to improve financial reporting by companies involved with variable interest entities. The Interpretation requires variable interest entities to be consolidated by a company if that company is either subject to a majority of the risk of loss from the variable interest entity’s activities or is entitled to receive a majority of the entity’s residual returns. Because the Company currently does not have any interests in variable interest entities, the adoption of the new standard in 2003 did not have a material impact on its consolidated financial position or results of operations.

2.     Acquisition of Certain Assets and Liabilities of AmPorts

          Effective November 5, 2002, the Company purchased certain assets and liabilities of the Aviation Division of American Port Services, Inc. (“AmPorts”) for an aggregate purchase price of $53,709. AmPorts manages airports and other aviation services located in the eastern United States. The acquisition of AmPorts enabled the Company to enter the aviation services market as an established competitor with an existing customer base and corporate infrastructure. The results of operations of AmPorts are included in the accompanying statements of operations since November 5, 2002. The purchase method of accounting was used to record the acquisition, and the cost of acquiring AmPorts of $53,709, including estimated acquisition costs of $3,900, was assigned to the acquired assets and liabilities assumed based on their estimated fair values as determined by an independent appraiser.

          In connection with this acquisition and the related debt financing described in Note 5, the Company has accrued transaction costs of $2,408 and $125 at March 31, 2003 and December 31, 2003, respectively, of which $1,683 and $90, respectively, were due to the Macquarie Global Infrastructure Fund A and Macquarie Global Infrastructure Fund B, related parties. These costs were paid on behalf of the Company and were reimbursed to the related parties subsequent to the balance sheet dates.

          On November 5, 2002, the Company also entered into a transitional services agreement including a limited, non-transferable, non-exclusive license to use certain intellectual property and services of AmPorts. For a period of 90 days, the Company received human resources, information technology, accounting, payroll and other administrative services in return for consideration of $1,000, which was paid as part of the purchase price and amortized over the term of the agreement and included in transitional services expense in the statements of operations.

F-109

MACQUARIE AIRPORTS NORTH AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

          The purchase price was allocated to acquired assets and liabilities assumed at the acquisition date as summarized below:

Assets:
	Cash		$	11
	Accounts receivable			3,811
	Other current assets			648
	Property and equipment			16,612
	Other assets			115
	Intangible assets:
		Contractual agreements		21,352
		Non-competition agreement		7,500
		Transitional service agreement		1,000
	Goodwill			6,049
Total assets				57,098
Liabilities:
	Accrued expenses			1,487
	Deferred income taxes			951
	Other liabilities			951
Total liabilities				3,389
Cost of net assets acquired				53,709

          The Company recorded goodwill in the acquisition as a result of the ability to earn a higher rate of return from the acquired business than would be expected if those net assets had to be acquired or developed separately. The value of the acquired intangible assets was determined by taking into account risks related to the characteristics and applications of the assets, existing and future markets and analyses of expected future cash flows to be generated by the business. The contractual agreements and non-compete agreement are being amortized on a straight-line basis over their useful lives ranging from two to twenty-eight years. The weighted average useful life of the contractual agreements and non-compete agreement are approximately fifteen years and two years, respectively. The Company believes that substantially all of the goodwill recorded as a result of the acquisition is deductible for income tax purposes.

F-110

MACQUARIE AIRPORTS NORTH AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

3.     Property and Equipment

          Property and equipment consists of the following:

	March 31,			December 31,
	2003			2003
Building	$	504		$	504
Office furniture and equipment		673			1,146
Leasehold improvements		15,314			15,534
Construction-in-progress		233			578
		16,724			17,762
Accumulated depreciation and amortization		(370	)		(1,083	)
	$	16,354		$	16,679

4.     Other Intangible Assets

          Other intangible assets consists of the following:

	March 31, 2003					December 31, 2003
	Gross					Gross
	Carrying		Accumulated			Carrying		Accumulated
	Value		Amortization			Value		Amortization
Contractual arrangements	$	21,352	$	(687	)	$	21,352	$	(1,926	)
Non-compete agreement		7,500		(1,521	)		7,500		(4,333	)
	$	28,852	$	(2,208	)	$	28,852	$	(6,259	)

          Aggregate amortization expense for the periods June 28, 2002 (inception) through March 31, 2003 and April 1, 2003 through December 31, 2003 totaled $2,208 and $4,051, respectively.

          The estimated amortization expense for other intangible assets to be recognized for the years ending December 31 is as follows: 2004 — $4,817, 2005 — $1,651, 2006 — $1,651, 2007 — $1,548, 2008 — $1,513 and thereafter — $11,413.

F-111

MACQUARIE AIRPORTS NORTH AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

5.     Long-Term Debt

          Long-term debt consists of the following:

	March 31,		December 31,
	2003		2003
A $36.0 million senior debt facility issued to a European bank in November 2002 to finance the acquisition of certain assets and liabilities of AmPorts. The debt accrues interest at either the Eurodollar rate or at the Company’s option, the 30, 60, or 180-day LIBOR plus an applicable margin percentage (3.055% at December 31, 2003, based on the 180-day LIBOR plus 1.875%). Interest only payments are to be made quarterly with the principal balance due in full in November 2007. Borrowings under the debt facility are secured by all assets as well as pledged stock of the Company	$	36,000	$	36,000
A $12.0 million combined subordinated debt facility issued by Macquarie Global Infrastructure Funds C and D, related parties, in October 2002 to finance the acquisition of certain assets and liabilities of AmPorts. The debt accrues interest at a fixed rate 9.81% per annum. Interest only payments are made quarterly with the principal due in full in October 2014. Borrowings under the note are subordinate to the senior debt but secured by all remaining tangible and intangible assets of the Company		12,000		12,000
Total long term debt	$	48,000	$	48,000

          For the periods June 28, 2002 (inception) through March 31, 2003 and April 1, 2003 through December 31, 2003, the Company incurred interest expense of $1,499 and $2,850, respectively, including interest related to the notes payable to related parties of $498 and $905, respectively.

          The Company is required to comply with certain financial and non-financial covenants contained in the debt agreements. The Company is either in compliance with these covenants as stipulated in the agreements as of December 31, 2003 or has received the appropriate waivers in the event of non-compliance.

          The Company has entered into an interest rate swap transaction on a portion of the outstanding senior debt. At March 31, 2003 and December 31, 2003, the notional amount of the interest rate swap transaction was $27,000. The swap transaction resulted in exchanging a floating rate debt instrument for a fixed rate derivative instrument with a rate of 3.55%, plus an applicable margin percentage, that expires in 2007. This agreement involves the receipt of floating rate amounts in exchange for fixed rate interest payments over the life of the agreement without an exchange of the underlying principal amount. Interest rate differentials to be paid or received as a result of the interest rate swap are recognized as an adjustment of interest expense related to the designated borrowings.

          During the periods June 28, 2002 (inception) through March 31, 2003 and April 1, 2003 through December 31, 2003, the Company recognized comprehensive (loss) income of $(469) (net of income tax benefit of $213) and $185 (net of income tax expense of $84), respectively, related to the interest rate swap transaction as the change in fair value of the swap during the respective periods, which has been recognized in the accompanying statements of stockholders’ equity.

F-112

MACQUARIE AIRPORTS NORTH AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

6.     Income Taxes

          The significant components of the Company’s deferred tax assets and liabilities are as follows:

		March 31,			December 31,
		2003			2003
Deferred tax assets:
	Goodwill and intangible asset amortization	$	543		$	1,439
	Depreciation		69			163
	Net operating loss carryforwards		144			233
	Accrued interest due to related parties		113			114
	Interest rate swap		264			159
	Other		21			30
Total deferred tax assets			1,154			2,138
Deferred tax liabilities:
	Intangible assets not deductible for income tax purposes		(930	)		(892	)
Net deferred tax asset			224			1,246
Valuation allowance for net deferred tax assets			(224	)		(1,246	)
Total		$	—		$	—

          Components of the Company’s income tax expense (benefit) are as follows:

		June 28, 2002
		(Inception)			April 1, 2003
		through			through
		March 31,			December 31,
		2003			2003
Current:
	Federal	$	—		$	—
	State		33			118
Total current			33			118
Deferred (benefit):
	Federal		(605	)		(69	)
	State		(133	)		(15	)
Total deferred			(738	)		(84	)
Total tax expense (benefit)		$	(705	)	$	34

          The Company has reported losses since inception. At December 31, 2003, the Company determined for financial reporting purposes net operating loss carryforwards for U.S. federal and state income tax purposes of approximately $500 and $1,600, respectively, which expire from 2005 to 2023 and are available to offset future taxable income. The Company’s year-end for U.S. federal and state income tax purposes is currently June 30. As of June 30, 2003, the Company had net operating loss carryforwards of approximately $1,000 and $1,500 for U.S. federal and state income tax purposes, respectively. Income tax regulations contain provisions that may limit the net operating loss carryforwards available to be used in any given year.

F-113

MACQUARIE AIRPORTS NORTH AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

          A reconciliation of the reported income tax expense to the amount that would result by applying the U.S. federal statutory tax rate to the reported net losses is as follows:

	June 28, 2002
	(Inception)			April 1, 2003
	through			through
	March 31,			December 31,
	2003			2003
Tax expense (benefit) at U.S. statutory rate	$	(760	)	$	(832	)
Effect of permanent differences		8			18
State income taxes, net of federal benefit		(126	)		(133	)
Tax benefit of net operating loss carryforwards		—			(62	)
Change in valuation allowance, excluding amount related to other comprehensive loss		173			1,043
Total	$	(705	)	$	34

7.     Leases

          The Company leases land, buildings, office space and certain office equipment under noncancelable operating lease agreements that expire through April 2031.

          Future minimum rental commitments at December 31, 2003 are as follows:

2004	$	1,364
2005		1,323
2006		874
2007		556
2008		503
Thereafter		12,658
	$	17,278

          Rent expense under all operating leases for the periods June 28, 2002 (inception) through March 31, 2003 and April 1, 2003 through December 31, 2003 was $1,075 and $1,920, respectively.

8.     Employee Defined Contribution Retirement Plans

          The Company maintains a 401(k) benefit plan (the Plan) allowing eligible employees to contribute a percentage of their annual compensation up to the annual maximum amount as set periodically by the Internal Revenue Service. The Company contributes up to 4% of the first 6% of salary deferred by the employee. The Company’s contributions vest ratably over a five-year period. For the periods June 28, 2002 (inception) through March 31, 2003 and April 1, 2003 through December 31, 2003, the Company contributed approximately $94 and $96, respectively, to the Plan.

9.     Significant Supplier

          For the periods June 28, 2002 (inception) through March 31, 2003 and April 1, 2003 through December 31, 2003, the Company purchased approximately 72% and 75%, respectively, of its fuel inventory from one supplier. Additionally the Company had approximately 50% and 35%, respectively, of trade accounts payable due to this same supplier at March 31, 2003 and December 31, 2003.

F-114

MACQUARIE AIRPORTS NORTH AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

10.     Commitments and Contingencies

          The Company is subject to legal actions arising in the ordinary course of business. In management’s opinion, the Company has adequate legal defenses and/or insurance coverage with respect to the eventuality of such actions, and does not believe any settlement would be material to the Company’s financial position or results of operations.

          Additionally, some of the Company’s employees are covered by collective bargaining agreements. While these agreements cover approximately 33% of the Company’s total employees, management does not believe that any renewal of these agreements will have a material adverse effect on the Company’s financial position or results of operations. Collective bargaining agreements that are currently in place are due to expire through September 2005. There are three collective bargaining agreements that are expected to be renewed in 2004.

11.     Subsequent Event

          On March 1, 2004, the Board of Directors authorized the Company to pay a cash dividend to shareholders on record as of March 5, 2004 in the aggregate amount of $1.5 million. Accordingly, the Company made a cash payment of $750,000 to each of the Macquarie Global Infrastructure Funds A and B on March 22, 2004.

F-115

MACQUARIE AIRPORTS NORTH AMERICA, INC.

CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended June 30, 2004 and 2003

F-116

MACQUARIE AIRPORTS NORTH AMERICA, INC.

CONSOLIDATED BALANCE SHEETS

June 30, 2004 and December 31, 2003

(In thousands)

		June 30,			December 31,
		2004			2003
		(unaudited)
Assets
Current assets:
	Cash and cash equivalents	$	4,466		$	3,475
	Restricted cash		315			315
	Accounts receivable, less allowance for doubtful accounts of $299 at December 31, 2003 and $256 at June 30, 2004		3,459			4,376
	Unbilled accounts receivable		1,480			1,709
	Inventory		97			353
	Prepaid expenses and other current assets		833			208
Total current assets			10,650			10,436
Property and equipment net			16,715			16,679
Goodwill, net			6,270			6,270
Other intangible assets:
	Contractual arrangements		21,352			21,352
	Non-compete agreement		7,500			7,500
			28,852			28,852
	Less: accumulated amortization		(8,960	)		(6,259	)
			19,892			22,593
Debt issuance costs, net of accumulated amortization of $789 at December 31, 2003 and $1,107 at June 30, 2004			2,465			2,804
Other assets			932			997
Total assets		$	56,924		$	59,779
Liabilities and Shareholders’ Equity
Current liabilities:
	Accounts payable and accrued expenses	$	1,245		$	2,084
	Accrued compensation expenses		660			666
	Accrued transaction costs		35			125
	Accrued interest expense		393			343
Total current liabilities			2,333			3,218
Long-term debt			36,000			36,000
Notes payable to related parties			12,000			12,000
Fair value interest rate swap			899			413
Other long-term liabilities			1,232			1,151
Total liabilities			52,464			52,782
Commitments			—			—
Stockholders’ equity:
	Common stock, $.01 par value; 1,000 shares authorized, 30 shares issued and outstanding at June 30, 2003 and 2004		—			—
	Additional paid-in capital		9,793			11,293
	Accumulated other comprehensive loss – Interest Rate Swap Agreement		(619	)		(284	)
	Accumulated deficit		(4,714	)		(4,012	)
Total liabilities and shareholders’ equity		$	56,924		$	59,779

See accompanying notes.

F-117

MACQUARIE AIRPORTS NORTH AMERICA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Six Months Ended June 30, 2004 and 2003

(In thousands)

				Six Months			Six Months
				Ended			Ended
				June 30,			June 30,
				2004			2003
				(unaudited)			(unaudited)
Revenues:
	Fuel sales			$	13,834		$	10,822
	Other revenues				7,635			6,771
	Management contract fees				903			875
		Total Revenues			22,372			18,468
Cost of Revenue:
			Cost of fuel sales		7,364			5,276
			Cost of other revenues		2,316			2,096
		Total Cost of Revenues			9,680			7,372
Gross profit					12,692			11,096
Operating expenses:
	General and administrative				8,366			7,470
	Depreciation and amortization				3,519			3,529
Total operating expenses					11,885			10,999
Income from operations					807			97
Other income (expense):
	Interest expense				(1,470	)		(1,650	)
	Interest and other income (expense)				(39	)		(7	)
Loss before provision for income taxes					(702	)		(1,560	)
Income tax benefit (expense)					—			533
Net loss				$	(702	)	$	(1,027	)

See accompanying notes.

F-118

MACQUARIE AIRPORTS NORTH AMERICA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30, 2004 and 2003

(In thousands)

			Six Months			Six Months
			Ended			Ended
			June 30,			June 30,
			2004			2003
			(unaudited)			(unaudited)
Operating activities:
Net loss			$	(702	)	$	(1,027	)
Adjustments to reconcile net loss to net cash provided by operating activities:
	Depreciation and amortization			477			417
	Amortization of intangible assets			2,701			2,700
	Non-cash interest expense			339			412
	Bad debt expense			49			60
	Changes in operating assets and liabilities:
		Accounts receivable		868			747
		Unbilled accounts receivable		229			227
		Inventory		256			311
		Prepaid expenses and other current assets		(625	)		40
		Accounts payable and accrued expenses		(839	)		(683	)
		Accrued compensation expenses		44			(218	)
Net cash provided by operating activities				2,797			2,986
Investing activities:
Purchase of property and equipment				(513	)		(136	)
Additional costs of acquisition				—			(370	)
Payment for transactions costs for purchase				(90	)		(429	)
Net cash used in investing activities				(603	)		(935	)
Financing activities:
Changes in other assets and liabilities				146			(672	)
Interest rate swap				151			194
Repayment of Additional paid-in capital				(1,500	)		—
Net cash provided by (used in) financing activities				(1,203	)		(477	)
Net increase in cash and cash equivalents				991			1,573
Cash and cash equivalents at beginning of period				3,475			3,137
Cash and cash equivalents at end of period			$	4,466		$	4,710

See accompanying notes.

F-119

MACQUARIE AIRPORTS NORTH AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2004 and 2003

1. Organization and Summary of Significant Accounting Policies

Organization

          Macquarie Airports North America, Inc. (the “Company”) was incorporated on June 28, 2002 under the laws of the state of Delaware to operate and manage airports and aviation-related facilities. All of the company’s outstanding stock is owned by Macquarie Global Infrastructure Fund A and Macquarie Global Infrastructure Fund B, investment funds managed by the Australian firm called Macquarie Bank. The Macquarie Global Infrastructure Funds principally invest in infrastructure-type companies throughout the world.

          Currently, the Company is a fixed base operator (“FBO”) of five airports, a management company for five other airports and an operator of one heliport. All of these facilities are located in the Eastern United States and principally serve the corporate and private jet market.

Basis of Presentation

          The accompanying interim consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, consistent in all material respects with those applied in our audited financial statements for the year ended December 31, 2003. The interim financial information is unaudited but reflects all adjustments which are, in the opinion of management, necessary to provide fair consolidated balance sheets, consolidated statements of income and cash flows for the interim periods presented. Such adjustments are normal and recurring except as otherwise noted. The operating results for the six months ended June 30, 2004 are not necessarily indicative of results that may be expected for the fiscal year ended December 31, 2004. You should read these interim consolidated financial statements in conjunction with the audited financial statements for the 9 months ended December 31, 2003.

Principles of Consolidation

          The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries — Macquarie Aviation North America Inc. and Macquarie Aviation North America 2, Inc., as well as the wholly owned subsidiaries of Macquarie Aviation North America 2, Inc. — ILG AvCenter Inc. and AmPorts AvCenter, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

          The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Cash

          The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. The company classifies all cash pledged as collateral on the outstanding senior debt as restricted in the consolidated balance sheets.

Allowance for Doubtful Accounts

          The Company uses estimates to determine the amount of the allowance for doubtful accounts necessary to reduce billed and unbilled accounts receivable to its net realizable value. The Company

F-120

MACQUARIE AIRPORTS NORTH AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

estimates the amount of the required allowance by reviewing the status of past-due receivables and analyzing historical bad debt trends. Actual collection experience has not varied significantly from estimates due primarily to credit policies and a lack of concentration of accounts receivable. The Company charges off receivables deemed to be uncollectible to the allowance for doubtful accounts. Accounts receivable balances are not collateralized and not interest bearing.

Inventory

          Inventory consists principally of jet fuel purchased from various third party vendors. Inventory is stated at the lower of the first-in, first-out cost or market.

Property and Equipment

          Property and equipment is recorded at cost and depreciated using the straight-line method based on estimated useful lives ranging from three to seven years. Leasehold improvements are amortized using the straight-line method over the lesser of the lease term or the estimated useful life of the assets.

Goodwill and Other Intangible Assets

          Goodwill consists of the cost in excess of fair value of tangible and identifiable intangible net assets acquired in the purchase business combinations. Other intangible assets include contractual arrangements and a non-compete agreement acquired in the purchase business combination. The cost of intangible assets with determinable useful lives is amortized over estimated useful lives ranging from two to twenty-eight years.

Debt Issuance Costs

          The Company capitalizes all direct costs incurred in connection with the issuance of debt as debt issuance costs. These costs are amortized using the interest method over the contractual term of the debt instrument, which ranges from five to twelve years.

Interest Rate Swap

          The Company accounts for its interest rate swap under the provisions of Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, (“Statement 133”), which requires that all derivative instruments be reported on the balance sheet at fair value and that changes in a derivative’s fair value be recognized currently in earnings unless specific hedge criteria are met. Under Statement 133, if an interest rate swap is designated as a cash flow hedge, the effective portions of the changes in the fair value of the swap are recorded in other comprehensive income (loss). Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings.

Financial Instruments

          The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, subordinated debt and variable rate senior debt are carried at cost, which approximates their fair value because of either the short-term maturity, or variable or competitive interest rates assigned to these financial instruments.

Concentrations of Credit Risk

          Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with financial institutions and its balances may exceed federally insured limits. The Company’s

F-121

MACQUARIE AIRPORTS NORTH AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

accounts receivable are derived from fuel sales and services rendered under contract terms with commercial and private customers located primarily in the United States.

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.

          Other FBO revenues consist principally of de-icing services, landing and fuel distribution fees, as well as rental income for hangar and terminal use. All other FBO revenues are recorded as the services are rendered to the customer.

          The Company also enters into management contracts to operate regional airports or aviation-related facilities. Management fees are recognized pro rata over the service period based on negotiated contractual terms. All costs incurred to perform under contracts are reimbursed entirely by the customer and are generally invoiced with the related management fee. As the Company is acting as an agent in these contracts, the amount invoiced is recorded net of the reimbursable costs.

Income Taxes

          The Company uses the liability method in accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

2. Property and Equipment

          Property and equipment consists of the following:

	December 31,			June 30,
	2003			2004
Building	$	504		$	504
Office furniture and equipment		1,146			1,206
Leasehold improvements		15,534			16,255
Construction in progress		578			310
		17,762			18,275
Accumulated depreciation and amortization		(1,083	)		(1,560	)
	$	16,679		$	16,715

3. Other Intangible Assets

          Other intangible assets consist of the following:

						June 30, 2004
	December 31, 2003					(unaudited)
	Gross Carrying		Accumulated			Gross Carrying		Accumulated
	Value		Amortization			Value		Amortization
Contractual arrangements	$	21,352	$	(1,926	)	$	21,352	$	(2,752	)
Non-compete agreement		7,500		(4,333	)		7,500		(6,208	)
	$	28,852	$	(6,259	)	$	28,852	$	(8,960	)

F-122

MACQUARIE AIRPORTS NORTH AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

          The estimated amortization expense for other intangible assets to be recognized for the years ended December 31 is as follows: 2004 - $4,817 (for the entire year, $2,116 remaining); 2005 - $1,651; 2006 - $1,651; 2007 - $1,548; 2008 - $1,513 and, thereafter, $11,413.

4. Long Term Debt

          Long-term debt consists of the following:

	December 31,		June 30,
	2003		2004
A $36.0 million senior debt facility issued to a European bank in November 2002 to finance the acquisition of certain assets and liabilities of AmPorts. The debt accrues interest at either the Eurodollar rate or at the Company’s option, the 30, 60 or 180 day LIBOR plus an applicable margin percentage (3.055% at December 31, 2003, based on the 180-day LIBOR plus 1.875%). Interest only payments are to be made quarterly with the principal balance due in full in November 2007. Borrowings under the debt facility are secured by all assets as well as pledged stock of the Company	$	36,000	$	36,000
A $12.0 million combined subordinated debt facility issued by Macquarie Global Infrastructure Funds C and D, related parties, in October 2002 to finance the acquisition of certain assets and liabilities of AmPorts. The debt accrues interest at a fixed rate of 9.81% per annum. Interest only payments are made quarterly with the principal due in full in October 2014. Borrowings under the note are subordinate to the senior debt but secured by all remaining tangible and intangible assets of the Company. Macquarie Global Infrastructure Funds C and D are companies under common ownership		12,000		12,000
Total current	$	48,000	$	48,000

5.  Income Taxes (unaudited)

          The Company has recorded a benefit from income taxes for the six months ended June 30, 2003 of $533, and a provision for the six months ended June 30, 2004 of $0, based on its estimate of the effective tax rate for the fiscal year. The effective tax rate differs from the statutory federal income tax rate primarily due to state income taxes and an increase in the valuation allowance on deferred tax assets.

6.  Subsequent Event

          On October 12, 2004, the Company entered into a stock purchase agreement with Macquarie Specialised Asset Management Limited, as Trustee for and on behalf of Macquarie Global Infrastructure Funds A and C, and Macquarie Specialised Asset Management 2 Limited, as Trustee for and on behalf of Macquarie Global Infrastructure Funds B and D, to acquire 100% of the ordinary shares and subordinated debt of the company for cash consideration of $41.9 million, subject to adjustments based upon MANA’s cash balance and completed capital expenditure in 2004.

F-123

AMPORTS AVIATION DIVISION (A DIVISION OF AMERICAN PORT SERVICES, INC.)

FINANCIAL STATEMENTS

For the Year Ended December 31, 2001 and the Period January 1, 2002 through November 5, 2002

with Report of Independent Registered Public Accounting Firm

F-124

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

AmPorts Aviation Division (A Division of American Port Services, Inc.):

          We have audited the accompanying balance sheets of AmPorts Aviation Division (A Division of American Port Services, Inc.) (the Company) as of December 31, 2001 and November 5, 2002, and the related statements of operations, owner’s net investment, and cash flows for the year ended December 31, 2001 and the period January 1, 2002 through November 5, 2002. 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 audits.

          We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 audits provide 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 AmPorts Aviation Division (A Division of American Port Services, Inc.) as of December 31, 2001 and November 5, 2002, and the results of its operations and its cash flows for the year ended December 31, 2001 and the period January 1, 2002 through November 5, 2002, in conformity with accounting principles generally accepted in the United States of America.

          As discussed in Note 1 to the financial statements, on November 5, 2002 American Port Services, Inc. (the Owner) sold all of the assets and liabilities of AmPorts Aviation Division and ceased operations. In addition, as discussed in Note 2 to the financial statements, on January 1, 2002 the Company adopted Statement of Financial Accounting Standard No. 142, Goodwill and Other Intangible Assets.

/s/ WithumSmith+Brown, P.C.

New Brunswick, New Jersey

September 22, 2004

F-125

AMPORTS AVIATION DIVISION

(A Division of American Port Services, Inc.)

BALANCE SHEETS

November 5, 2002 and December 31, 2001

(In thousands)

		November 5,			December 31,
		2002			2001
Assets
Current assets:
	Cash and cash equivalents	$	1,276		$	1,081
	Accounts receivable, less allowance of doubtful accounts of $281 at November 5, 2002 and $280 at December 31, 2001		2,941			3,516
	Unbilled accounts receivable		1,145			614
	Inventory		326			404
	Prepaid expenses and other current assets		261			566
Total current assets			5,949			6,181
Property and equipment:
	Buildings		3,019			3,019
	Office furniture and equipment		2,421			2,475
	Leasehold improvements		14,358			14,191
	Construction-in-progress		130			150
			19,928			19,835
	Accumulated depreciation and amortization		(3,307	)		(2,589	)
			16,621			17,246
Goodwill, net			5,826			5,826
Contract rights, net			4,456			4,797
Other assets			94			220
Total assets		$	32,946		$	34,270
Liabilities and owner’s net investment
Current liabilities:
	Accounts payable and accrued expenses	$	4,118		$	2,603
	Accrued compensation expenses		640			522
Total current liabilities			4,758			3,125
Other long-term liabilities			966			997
Deferred income taxes			324			192
Commitments and contingencies			—			—
Owner’s net investment			26,898			29,956
Total liabilities and owner’s net investment		$	32,946		$	34,270

See accompanying notes.

F-126

AMPORTS AVIATION DIVISION

(A Division of American Port Services, Inc.)

STATEMENTS OF OPERATIONS

Period from January 1, 2002 through November 5, 2002 and Year Ended December 31, 2001

(In thousands)

			January 1, 2002			Year Ended
			through			December 31,
			November 5, 2002			2001
Revenues:
	Fuel sales		$	17,423		$	18,494
	Other revenues			9,745			8,734
	Management contract fees			1,451			1,708
		Total Revenues		28,619			28,936
Cost of Revenue:
	Cost of fuel sales			8,438			8,926
	Cost of other revenues			2,468			2,852
		Total cost of revenues		10,906			11,778
Gross profit				17,713			17,158
Operating expenses:
	General and administrative			11,060			11,761
	Allocated indirect overhead costs			1,928			1,845
	Depreciation and amortization			1,143			1,604
Total operating expenses				14,131			15,210
Income from operations				3,582			1,948
Other income (expense):
	Allocated interest expense			(17	)		(14	)
	Write-down of investment			—			(229	)
	Gain (loss) on sale of assets			3			(36	)
Income before provision for income taxes				3,568			1,669
Allocated provision for income tax expense				(2,301	)		(1,489	)
Net income			$	1,267		$	180

See accompanying notes.

F-127

AMPORTS AVIATION DIVISION

(A Division of American Port Services, Inc.)

STATEMENTS OF OWNER’S NET INVESTMENT

Period from January 1, 2002 through November 5, 2002 and Year Ended December 31, 2001

(In thousands)

Net investment balance at January 1, 2001			$	22,489
	Net cash received by American Port Services, Inc. in centralized cash management accounts			5,442
	Allocated indirect overhead costs contributed by owner			1,845
	Net income for the year ended December 31, 2001			180
Net investment balance at December 31, 2001				29,956
	Net cash distributed to American Port Services, Inc. in centralized cash
		management accounts		(6,253	)
	Allocated indirect overhead costs contributed by owner			1,928
	Net income for the period January 1, 2002 through November 5, 2002			1,267
Balance at November 5, 2002			$	26,898

See accompanying notes.

F-128

AMPORTS AVIATION DIVISION

(A Division of American Port Services, Inc.)

STATEMENTS OF CASH FLOWS

Period from January 1, 2002 through November 5, 2002 and Year Ended December 31, 2001

(In thousands)

				January 1, 2002			Year Ended
				through			December 31,
				November 5, 2002			2001
Operating activities:
	Net income			$	1,267		$	180
	Adjustments to reconcile net income to net cash provided by operating activities:
		(Gain) Loss on disposal of fixed assets			3			(36	)
		Depreciation and amortization			800			813
		Amortization of intangible assets			343			791
		Bad debt expense			60			88
		Deferred income taxes			132			474
		Allocated indirect overhead costs			1,928			1,845
		Changes in operating assets and liabilities:
			Accounts receivable		514			(709	)
			Unbilled accounts receivable		(531	)		405
			Inventory		77			(115	)
			Prepaid expenses and other current assets		432			178
			Accounts payable and accrued expenses		1,364			(1,251	)
			Accrued compensation expenses		117			(182	)
Net cash provided by operating activities					6,506			2,481
Investing activities:
Purchase of property and equipment					(178	)		(4,140	)
Write-down of investment					—			(229	)
Proceeds from sale of fixed assets					1			464
Change in security deposits held					(31	)		156
Acquisition of fixed based operating contract for Burlington International Airport, including acquisition costs					—			(3,636	)
Net cash used in investing activities					(208	)		(7,385	)
Financing activities:
Equity contributions from American Port Services, Inc.					3,863			9,642
Equity distributions to American Port Services, Inc.					(9,966	)		(4,200	)
Net cash provided by (used in) financing activities					(6,103	)		5,442
Net increase in cash and cash equivalents					195			538
Cash and cash equivalents at beginning of period					1,081			543
Cash and cash equivalents at end of period				$	1,276		$	1,081

See accompanying notes.

F-129

AMPORTS AVIATION DIVISION

(A Division of American Port Services, Inc.)

NOTES TO FINANCIAL STATEMENTS

November 5, 2002 and December 31, 2001

1. Basis of Presentation

Basis of Presentation

          The accompanying financial statements present the financial position, results of operations and cash flows of AmPorts Aviation Division (A Division of American Port Services, Inc.). American Port Services, Inc (“APS”) is a wholly owned subsidiary of British Ports Holdings PLC (“ABPH”). As such, the accompanying financial statements do not represent the financial position and results of operations and cash flows of a legal entity.

          AmPorts Aviation Division, herein referred to as the Company, is a fixed based operator (“FBO”) of 5 airports, a management company for 5 other airports and an operator of one heliport. For 2001 and 2002, FBO revenue accounted for 94% and 95% of net revenues. All of these facilities are located in the eastern United States and principally serve the corporate and private jet market. On November 5, 2002, substantially all of the assets and liabilities of the Company were purchased in a cash transaction for $47 million by Macquarie Airports North America, Inc. (MANA) and therefore all operations of the Company were conducted by the MANA Corporation beyond this date. The financial statements do not reflect the effects of this acquisition. The Company had approximately 320 employees at November 5, 2002. Management believes that this presentation best reflects the historical activity of the business acquired on November 5, 2002.

          The Company’s financial statements include the accounts of two wholly owned subsidiaries — ILG AvCenter, Inc (Wilmington) and Amport Avcenters, Inc (Burlington). All significant intercompany balances and transactions have been eliminated in consolidation. For financial reporting purposes, the net intercompany financing activities of the Company has been accumulated into a single caption entitled “owner’s net investment” (See Note 3).

2. Summary of Significant Accounting Policies

Use of Estimates

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

Cash Equivalents

          The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

          Accounts receivable consist primarily of non-interest bearing amounts due from corporations and individuals requiring payment terms generally within thirty days from the invoice date. Accounts receivable are stated at the amounts billed to customers less any allowance for doubtful accounts.

          The Company uses estimates to determine the amount of the allowance for doubtful accounts necessary to reduce billed and unbilled accounts receivable to its net realizable value. The Company estimates the amount of the required allowance by reviewing the status of past-due receivables and analyzing historical bad debt trends. Actual collection experience has not varied significantly from

F-130

AMPORTS AVIATION DIVISION

(A Division of American Port Services, Inc.)

NOTES TO FINANCIAL STATEMENTS — (Continued)

estimates due primarily to credit policies and a lack of concentration of accounts receivable. The Company charges off receivables deemed to be uncollectible to the allowance for doubtful accounts. Accounts receivable balances are not collateralized.

          Unbilled receivables represent amounts due under management contracts which are billed to the customer in the subsequent month.

Inventory

          Inventory consists principally of jet fuel purchased from various third party vendors. Inventory is stated at the lower of the first-in, first-out cost or market.

Property and Equipment

          Property and equipment is recorded at cost and depreciated using the straight-line method based on estimated useful lives ranging from three to seven years. Leasehold improvements are amortized using the straight-line method over the lesser of the lease term or the estimated useful life of the assets.

          Depreciation and amortization expense relating to property and equipment amounted to $813 for the year ended December 31, 2001 and $800 for the period ended November 5, 2002.

Goodwill and Other Intangible Assets

          Goodwill consists of the cost in excess of fair value of tangible and identifiable intangible net assets acquired by APS in the purchase business combinations described in Note 4. Other intangible assets include contractual arrangements acquired by APS in the purchase business combinations. The cost of intangible assets with determinable useful lives is amortized over estimated useful lives ranging from two to twenty-eight years.

          Prior to January 1, 2002, goodwill was being amortized over remaining term of fixed-based operating contracts. Commencing January 1, 2002, the Company adopted SFAS No. 142. Goodwill and Other Intangible Assets. This standard requires that goodwill is no longer amortized, but is tested annually for impairment. Goodwill is considered impaired when the carrying amount of a reporting unit’s goodwill exceeds its implied fair value, as determined under a two-step approach. The first step is to determine the estimated fair value of each reporting unit with goodwill. Reporting units for purposes of the impairment test are those components of operating segments for which discrete financial information is available and segment management regularly reviews the operating results of that component. Components are combined when determining reporting units if they have similar economic characteristics.

          As there is one management team and the interrelated business strategies between the Company’s locations, the Company has determined that it has one reporting unit and estimates the fair value of this reporting unit by estimating the present value of its future cash flows. If the recorded net assets of the business are less than the estimated fair value, then no impairment is indicated. Alternatively, if the recorded net assets of the reporting unit exceed its estimated fair value, then goodwill is assumed to be impaired and a second step is performed. In the second step, the implied fair value of the goodwill is determined by deducting the estimated fair value of all tangible and identifiable intangible net assets of the reporting unit from the estimated fair value of the reporting unit. If the recorded amount of goodwill exceeds this implied fair value, an impairment charge is recorded for the excess. For the period ending November 5, 2002 no impairment of goodwill was deemed necessary.

F-131

AMPORTS AVIATION DIVISION

(A Division of American Port Services, Inc.)

NOTES TO FINANCIAL STATEMENTS — (Continued)

          The goodwill amortization expense and proforma net income, as if no goodwill amortization occurred in 2001, of the Company for the year ended December 31, 2001 and for the period January 1, 2002 through November 5, 2002 are as follows (in thousands):

	Year Ended		Period Ended
	December 31,		November 4,
	2001		2002
Reported net income	$	180	$	1,267
Goodwill amortization		506		—
Proforma net income	$	686	$	1,267

Impairment of Long-Lived Assets, Excluding Goodwill

          Long-lived assets, including amortizable intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be fully recoverable. These events or changes in circumstances may include a significant deterioration of operating results, changes in business plans, or changes in anticipated future cash flows. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are impaired, the impairment recognized is measured by the amount by which the carrying amount exceeds the fair value of the assets. Fair value is generally determined by estimates of discounted cash flows. The discount rate used in any estimate of discounted cash flows would be the rate required for a similar investment of like risk.

          Assets to be disposed of are reported at the lower of carrying values or fair values, less estimated costs of disposal.

          There were no impairments losses recorded in the 2001 and 2002 reporting periods.

Financial Instruments

          The Company’s financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable are carried at cost, which approximates their fair value because of the short-term nature assigned to these financial instruments.

Concentrations of Credit Risk

          Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with financial institutions and its balances may exceed federally insured limits. The Company’s accounts receivable are derived from fuel sales and services rendered under contract terms with commercial and private customers located primarily in the United States. There were no outstanding accounts receivable due from a single customer, which accounted for more than 10% of the total accounts receivable balance at December 31, 2001 and November 5, 2002.

          Additionally, no single customer accounted for more than 10% of the Company’s revenues during the year ended December 31, 2001 and the period from January 1, 2002 through November 5, 2002.

          As of November 5, 2002 approximately 14 percent of the Company’s employees were covered by a collective bargaining agreement (see Note 10).

F-132

AMPORTS AVIATION DIVISION

(A Division of American Port Services, Inc.)

NOTES TO FINANCIAL STATEMENTS — (Continued)

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.

          Other FBO revenues consist principally of de-icing services, landing and fuel distribution fees, as well as rental income for hangar and terminal use. All other FBO revenues are recorded as the services are rendered to the customer.

          The Company also enters into management contracts to operate regional airports or aviation-related facilities. Management fees are recognized pro rata over the service period based on negotiated contractual terms. All costs incurred to perform under contracts are reimbursed entirely by the customer and are generally invoiced with the related management fee. The Company is acting as an agent in these contracts and not principal. Therefore, in accordance with EITF 99-19, “Reporting Revenue Gross as a Principal Versus Net as an Agent”, the Company has reported revenue net of the reimbursable costs.

Income Taxes

          The operations of the Company are included in the federal income tax returns of its parent company, American Port Services, Inc. For financial reporting purposes, the Company has calculated income tax expense attributable to its operations using the separate return method. Under this method, the Company has assumed that it is a separate taxpayer in each jurisdiction in which it conducts operations. Income taxes attributable to the Company’s operations that were paid or accrued by American Port Services, Inc. are included as a component of owner’s net investment.

          Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in the years that those temporary differences are expected to be recovered or settled. The effect on deferred tax assets of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized to the extent that deferred tax assets are uncertain of realization.

New Accounting Pronouncements

          Due to the sale of the Company on November 5, 2002, the Company will not be affected by any new accounting pronouncements.

Advertising Costs

          Advertising costs are expensed as incurred. Advertising expenses amounted to $87 for the year ended December 31, 2001 and $79 for the period ending November 5, 2002.

3. Owner’s Net Investment and Corporate Allocations

          Owner’s net investment consists of the initial investment of American Port Services, Inc. for the Company as well as any subsequent changes in the net investment resulting from the use of centralized cash management accounts for working capital transfers and funding of major capital investments. In addition, APS allocates certain direct and indirect corporate general and administrative expenses to the Company based on an analysis of the components of corporate general and administrative expenses and the estimated percentage of each component attributable to the Company. Direct corporate general and

F-133

AMPORTS AVIATION DIVISION

(A Division of American Port Services, Inc.)

NOTES TO FINANCIAL STATEMENTS — (Continued)

administrative expense consists principally of corporate payroll and compensation expense. Allocated indirect overhead costs consist of finance, accounting, legal and administration costs and information technology management services. Interest expense incurred by APS for general corporate debt has also been allocated to the Company.

4. Purchase Business Combination

          Effective July 2, 2001, APS purchased substantially all of the assets related to the fixed based operating contract for the Burlington International Airport from Valley Air Services, Inc., HCA Airport Realty LLC and HCA Airport Services, LLC for total consideration of $3.6 million including transaction costs of $250. The Burlington International Airport is located in Burlington, Vermont. The fixed based operations consist of furnishing fuel, other supplies and certain maintenance services for civilian, commercial and military aircraft. The acquisition of this contract enables the Company to enter this regional aviation services market as an established competitor with an existing customer base and corporate infrastructure. The results of operations of this fixed based operating contract are included in the accompanying statements of operations since July 2, 2001. The purchase method of accounting was used to record the acquisition, and the cost of acquiring the contract was assigned to the acquired assets and liabilities assumed based on their estimated fair values.

          The purchase price was allocated to the acquired assets and liabilities assumed at the acquisition date as summarized below (in thousands):

	Other current assets	$	56
	Leasehold improvements		700
	Intangible asset — Contractual agreement		2,109
	Goodwill		771
Cost of net assets acquired		$	3,636

          The Company recorded goodwill in the acquisition as a result of the ability to earn a higher rate of return from the acquired business than would be expected if those net assets had to be acquired or developed separately. The value of the acquired intangible asset was determined by taking into account risks related to the characteristics and applications of the asset, existing and future markets and analyses of expected future cash flows to be generated by the business. The contractual agreement is being amortized on a straight-line basis over the useful life of twenty years. The Company believes that substantially all of the goodwill recorded as a result of the acquisition is deductible for income tax purposes.

          The Company’s results of operations are included herein as of the date of acquisition. The following unaudited pro-forma financial information for the year ended December 31, 2001 is provided for comparative analysis assuming that the acquisition occurred on January 1, 2001:

Gross revenue	$	30,976
Net income		646

F-134

AMPORTS AVIATION DIVISION

(A Division of American Port Services, Inc.)

NOTES TO FINANCIAL STATEMENTS — (Continued)

5. Other Intangible Assets

          Other intangible assets consist of the following (in thousands):

	December 31, 2001				November 5, 2002
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Value		Amortization		Value		Amortization
Contractual arrangements	$	5,263	$	466	$	5,263	$	807

          Aggregate amortization expense for the year ended December 31, 2001 and the period January 1, 2002 through November 5, 2002 totaled $349 and $341, respectively. Projected annual amortization expense for the Company would have been $276 per year for each of the next five years had the Company not been acquired.

6. Income Taxes

          The significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands):

			December 31,		November 5,
			2001		2002
Deferred tax assets:
		Allowance for doubtful accounts	$	120	$	121
		Vacation accrual		33		37
Total deferred tax assets				153		158
Deferred tax liabilities:
	Depreciation			345		482
Total deferred tax liabilities				345		482
Net deferred tax liabilities			$	192	$	324

          Components of the Company’s allocated income tax expense are as follows (in thousands):

				January 1, 2002
		Year Ended		through
		December 31,		November 5,
		2001		2002
Current:
	Federal	$	786	$	1,680
	State		229		489
Total current			1,015		2,169
Deferred:
	Federal		375		104
	State		99		28
Total deferred			474		132
Total provision for income taxes		$	1,489	$	2,301

F-135

AMPORTS AVIATION DIVISION

(A Division of American Port Services, Inc.)

NOTES TO FINANCIAL STATEMENTS — (Continued)

          A reconciliation of the reported income tax expense to the amount that would result by applying the U.S. federal statutory tax rate to the reported net results is as follows (in thousands):

			January 1, 2002
	Year Ended		through
	December 31,		November 5,
	2001		2002
Tax expense at U.S. statutory rate of 34%	$	567	$	1,211
Non-deductible indirect allocated costs		627		656
State income taxes		229		489
Other, net		66		(55	)
Total	$	1,489	$	2,301

7. Leases

          The Company leases land, buildings, office space and certain office equipment under noncancelable operating lease agreements that expire through April 2031.

          Future minimum rental commitments at November 5, 2002 are as follows (in thousands):

2003	$	2,054
2004		1,548
2005		1,492
2006		980
2007		578
Thereafter		7,510
	$	14,162

          Rent expense under all operating leases for the year ended December 31, 2001 and the period January 1, 2002 through November 5, 2002 was $1,115 and $1,344, respectively.

8. Employee Defined Contribution Retirement Plans

          The Company maintains a 401(k) benefit plan (the Plan) allowing eligible employees to contribute a percentage of their annual compensation up to the annual maximum amount as set periodically by the Internal Revenue Service. The Company contributes up to 4% of the first 6% of salary deferred by the employee. The Company’s contributions vest ratably over a five-year period. For the year ended December 31, 2001 and the period January 1, 2002 through November 5, 2002, the Company contributed approximately $238 and $211, respectively, to the Plan.

9. Significant Supplier

          For the year ended December 31, 2001 and the period January 1, 2002 through November 5, 2002, the Company purchased approximately 28% and 34%, respectively, of its purchases (fuel) from one supplier. Additionally the Company had approximately 12% and 5%, respectively, of trade accounts payable due to this same supplier at December 31, 2001 and November 5, 2002.

F-136

AMPORTS AVIATION DIVISION

(A Division of American Port Services, Inc.)

NOTES TO FINANCIAL STATEMENTS — (Continued)

10. Commitments and Contingencies

          The Company is subject to legal actions arising in the ordinary course of business. In management’s opinion, the Company has adequate legal defenses and/or insurance coverage with respect to the eventuality of such actions, and does not believe any settlement would be material to the Company’s financial position, results of operations, or cash flows.

          Additionally, some of the Company’s employees are covered by collective bargaining agreements. While these agreements cover approximately 14% of the Company’s total employees, management does not believe that any renewal of these agreements will have a material adverse effect on the Company’s financial position or results of operations. Collective bargaining agreements that are currently in place are due to expire through September 2005. There are three collective bargaining agreements that are expected to be renewed in 2004.

F-137

CONSOLIDATED FINANCIAL STATEMENTS

Macquarie Americas Parking Corporation

Year ended December 31, 2003 and the period from

July 23, 2002 (inception) to December 31, 2002

with Report of Independent Auditors

F-138

REPORT OF INDEPENDENT AUDITORS

The Board of Directors

Macquarie Americas Parking Corporation

          We have audited the accompanying consolidated balance sheets of Macquarie Americas Parking Corporation as of December 31, 2003 and 2002, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended December 31, 2003 and the period from July 23, 2002 (inception) to December 31, 2002. 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 audits.

          We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated 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 audits provide a reasonable basis for our opinion.

          In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Macquarie Americas Parking Corporation at December 31, 2003 and 2002, and the consolidated results of its operations and its cash flows for the year ended December 31, 2003 and the period from July 23, 2002 (inception) to December 31, 2002, in conformity with accounting principles generally accepted in the United States.

/s/ Ernst & Young LLP

Los Angeles, California

May 20, 2004

F-139

MACQUARIE AMERICAS PARKING CORPORATION

CONSOLIDATED BALANCE SHEETS

		December 31,
		2003			2002
Assets
Current assets:
	Cash and cash equivalents	$	2,352,545		$	9,857,466
	Restricted cash		603,675			—
	Trade accounts receivable		200,983			3,096
	Other receivables		1,015,804			227,612
	Due from related parties		7,252			—
	Prepaid expenses		458,833			90,772
Total current assets			4,639,092			10,178,946
Net property and equipment, at cost			65,297,008			32,291,604
Other assets:
	Fair value of derivative instrument		870,460			—
	Deferred finance costs, net of accumulated amortization of $352,731 in 2003 and $22,788 in 2002		4,014,123			3,395,470
	Finite-lived intangible assets, net of accumulated amortization of $3,634,122 in 2003 and $57,429 in 2002		11,441,887			6,227,971
	Goodwill		64,838,770			31,808,348
	Restricted cash, non-current portion		3,463,289			1,450,691
	Other assets		577,897			149,022
			85,206,426			43,031,502
Total assets		$	155,142,526		$	85,502,052
Liabilities and Stockholders’ Equity
Current liabilities:
	Current portion of notes payable and capital leases	$	389,085		$	—
	Current portion of long-term debt		92,340			—
	Accounts payable		598,897			77,119
	Accrued expenses		3,222,460			2,272,170
	Deferred revenue		420,840			227,612
	Due to related party		6,123			381,941
Total current liabilities			4,729,745			2,958,842
Notes payable, less current portion			68,583			—
Capital lease obligations, less current portion			595,324			—
Long-term debt, less current portion			130,657,660			59,678,906
Deferred rent			320,916			6,003
Total liabilities			136,372,228			62,643,751
Commitment and contingencies
Minority interests			6,349,552			551,439
Stockholders’ equity:
	Common stock, $.01 par value; 1,000 shares authorized 24 shares and 30 shares issued and outstanding in 2003 and 2002, respectively		1			1
	Additional paid-in capital		18,031,871			23,621,999
	Accumulated deficit		(5,636,586	)		(636,232	)
	Accumulated other comprehensive income (loss)		25,460			(678,906	)
Total stockholders’ equity			12,420,746			22,306,862
Total liabilities and stockholders’ equity		$	155,142,526		$	85,502,052

See accompanying notes.

F-140

MACQUARIE AMERICAS PARKING CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

					Period from
		Year Ended			July 23 to
		December 31,			December 31,
		2003			2002
Revenue		$	26,291,241		$	524,916
Direct expenses			19,235,844			458,338
			7,055,397			66,578
Selling, general and administrative expenses			1,749,151			561,896
Amortization of intangibles			3,576,694			60,189
Operating income (loss)			1,729,552			(555,507	)
Other (expense) income:
	Interest expense		(8,281,094	)		(104,280	)
	Interest income		21,398			954
	Other		10,196			(960	)
Total other (expense) income			(8,249,500	)		(104,286	)
Loss before income taxes and minority interests			(6,519,948	)		(659,793	)
	Income taxes		—			—
Loss before minority interests			(6,519,948	)		(659,793	)
	Minority interest in loss of consolidated subsidiaries		1,519,594			23,561
Net loss		$	(5,000,354	)	$	(636,232	)

See accompanying notes.

F-141

MACQUARIE AMERICAS PARKING CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

													Accumulated
													Other
		Common Stock					Additional						Comprehensive			Total
							Paid-in			Accumulated			Income			Stockholders’
		Shares			Amount		Capital			Deficit			(Loss)			Equity
Initial sale on July 23, 2002			10		$	1	$	1,999		$	—		$	—		$	2,000
	Sale of common stock		20			—		23,620,000			—			—			23,620,000
	Net loss		—			—		—			(636,232	)		—			(636,232	)
	Loss on interest rate swap		—			—		—						(678,906	)		(678,906	)
	Total comprehensive loss		—			—		—			—			—			(1,315,138	)
Balance, December 31, 2002			30			1		23,621,999			(636,232	)		(678,906	)		22,306,862
	Redemption of shares		(8	)		—		(6,299,200	)		—			—			(6,299,200	)
	Sale of common stock		2			—		709,072			—			—			709,072
	Net loss		—			—		—			(5,000,354	)		—			(5,000,354	)
	Settlement of interest rate swap		—			—		—			—			678,906			678,906
	Change in value of interest rate cap		—			—		—			—			25,460			25,460
	Total comprehensive loss																(4,295,988	)
Balance, December 31, 2003			24		$	1	$	18,031,871		$	(5,636,586	)	$	25,460		$	12,420,746

See accompanying notes.

F-142

MACQUARIE AMERICAS PARKING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

						Period from
			Year Ended			July 23 to
			December 31,			December 31,
			2003			2002
Operating activities
Net loss			$	(5,000,354	)	$	(636,232	)
Adjustments to reconcile net loss to net cash provided by operating activities:
	Depreciation and amortization			1,342,643			35,630
	Amortization of deferred finance and other costs			3,823,201			22,788
	Amortization of finite-lived intangible assets			3,576,694			57,429
	Loss on disposition of property and equipment			5,233			—
	Deferred rent			314,914			6,003
	Minority interests			(1,519,594	)		(23,561	)
	Changes in operating assets and liabilities:
		Restricted cash		(603,675	)		—
		Trade accounts receivable		(123,486	)		(3,096	)
		Other receivables		(966,626	)		(227,612	)
		Prepaid expenses		(46,697	)		154,976
		Other assets		(428,876	)		(92,522	)
		Accounts payable		228,973			77,119
		Accrued expenses		134,220			1,774,058
		Deferred revenue		28,091			227,612
Net cash provided by operating activities				764,661			1,372,592
Investing activities
Net assets acquired in acquisition				(67,298,757	)		(12,620,239	)
Purchase of property and equipment				(6,592,893	)		(302,630	)
Other				(64,001	)		—
Net cash used in investing activities				(73,955,651	)		(12,922,869	)
Financing activities
Sale of common stock				709,072			23,622,000
Borrowings on long-term debt				130,750,000			59,000,000
Repayment of long-term debt				(59,000,000	)		(57,000,000	)
Restricted cash — non-current				(2,012,598	)		(1,450,691	)
Borrowings on notes payable				34,890			—
Repayment of notes payable and capital lease obligations				(143,878	)		—
Deferred finance costs				(3,866,854	)		(3,418,258	)
Purchase of derivative instrument				(920,000	)		—
Redemption of shares				(6,299,200	)		—
Net advances (repayments) to related parties				(383,070	)		79,692
Increase in minority interests				6,817,707			575,000
Net cash provided by financing activities				65,686,069			21,407,743
Net increase (decrease) in cash and cash equivalents				(7,504,921	)		9,857,466
Cash and cash equivalents, beginning of period				9,857,466			—
Cash and cash equivalents, end of period			$	2,352,545		$	9,857,466
Supplemental disclosure of cash flow information
Cash paid during year for interest			$	3,957,709		$	—
Supplemental disclosures of noncash investing and financing information
Acquisition of property and equipment under capital leases			$	756,886			—
Unrealized gain (loss) on derivative instrument			$	678,906		$	(678,906	)
Change in value of derivative instrument			$	25,460		$	—
Member units of subsidiary issued for financing costs			$	500,000		$	—

See accompanying notes.

F-143

MACQUARIE AMERICAS PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2003

1. Summary of Significant Accounting Policies

Description of Business

          Macquarie Americas Parking Corporation (the “Company” or “MAPC”), a Delaware corporation, was formed on July 23, 2002 for the purpose of acquiring the off-site airport parking operations of the PCA Group (see note 3). Effective on December 18, 2002 (the “Contribution Date”), the Company and its subsidiaries provide off-site airport parking services, transportation services and airport related hotel transportation services at, or in connection with, off-site airport parking facilities. At December 31, 2003, the Company owns or leases (through its majority owned subsidiary PCAA Parent, LLC) 23 off-airport parking locations in California, Arizona, Colorado, Texas, Georgia, Tennessee, Pennsylvania, Connecticut, New York, New Jersey, and Illinois.

Consolidation

          The consolidated financial statements include the accounts of the Company and its subsidiary companies, which include Parking Company of America Airports Holdings, LLC (“Holdings” — 83.2% owned by MAPC); PCAA Parent, LLC (“Parent” — 53.3% owned by Holdings)(formerly Parking Company of America Airports, LLC); and Parent’s 100%-owned subsidiaries: Parking Company of America Airports, LLC; Parking Company America Airports Phoenix, LLC; PCA Airports, Ltd; PCAA GP, LLC; PCAA LP, LLC and PCAA Chicago, LLC. Through its 83.2% ownership of Holdings, MAPC’s effective ownership of Parent was 44.3% at December 31, 2003. All significant inter-company profits, transactions and balances have been eliminated in consolidation.

Cash and Cash Equivalents

          The Company considers cash and cash equivalents to include cash on hand, in banks, and short-term, highly liquid investments with original maturities of three months or less.

Property, Improvements and Equipment

          Property, improvements and equipment are recorded at cost. Balances at December 31, 2003 and 2002 are as follows:

		December 31
		2003			2002
Property and equipment, at cost:
	Land	$	42,980,966		$	17,058,327
	Buildings		5,296,917			1,810,103
	Land improvements		9,682,628			8,430,619
	Leasehold improvements		3,632,299			3,169,322
	Transportation equipment		2,071,071			1,085,240
	Equipment under capital lease		902,843			—
	Machinery and equipment		2,009,855			714,987
	Furniture and fixtures		63,532			58,636
	Construction in progress		29,936			—
			66,670,047			32,327,234
	Accumulated depreciation and amortization		(1,373,039	)		(35,630	)
Net property and equipment		$	65,297,008		$	32,291,604

F-144

MACQUARIE AMERICAS PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

          Depreciation and amortization is computed on the straight-line basis using the following useful lives:

Buildings	9 to 40 years
Land improvements	11 to 40 years
Leasehold improvements	3 to 36 years
Transportation equipment	3 to 5 years
Equipment under capital lease	3 to 5 years
Machinery and equipment	5 to 26 years
Furniture and fixtures	5 to 7 years

          Leasehold improvements are amortized over the shorter of the lease term or estimated useful lives of the assets.

          Expenditures for maintenance and repairs are expensed as incurred. During the year ended December 31, 2003 and the period ended December 31, 2002, maintenance and repairs charged to expense were approximately $144,501 and $2,500, respectively. When property is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in income.

Goodwill and Intangible Assets

          In June 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (SFAS) No. 141, “Business Combinations,” and No. 142, “Goodwill and Other Intangible Assets.” Under these rules, goodwill and other intangible assets deemed to have indefinite lives are not amortized, but instead are subject to annual impairment tests in accordance with these statements. Other intangible assets are amortized over their useful lives.

          The Company applied SFAS No. 141 and No. 142, in accounting for goodwill and intangible assets for the year ended December 31, 2003 and period ended December 31, 2002. Goodwill and intangibles assets were recorded on the Contribution Date based on the carryover basis of the assets and the fair market values (see Note 3) and at fair market value on the acquisition date (see Note 4). The Company performed the required impairment tests of goodwill as of December 31, 2003 and 2002, and determined that no event or changes in circumstances indicated impairment of goodwill had occurred since the Contribution Date and acquisition date, respectively.

Impairment of Long-Lived Assets

          SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” addresses financial accounting and reporting 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 their carrying amounts may not be recoverable. If the cost basis of a long-lived asset is greater than the projected future undiscounted net cash flows for such asset (excluding interest), an impairment loss is recognized. Impairment losses are calculated as the difference between the cost basis of an asset and its estimated fair value. The Company adopted SFAS No. 144 during the period ended December 31, 2002.

          In the performance of impairment tests on other intangibles, the Company recorded an impairment loss of $992,032 related to certain contract rights during the year ended December 31, 2003 (see Note 6). The Company believes no further provision for impairment losses are necessary. There can be no assurance, however, that market conditions or demand for the Company’s services will not change which could result in impairment charges in the future.

F-145

MACQUARIE AMERICAS PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Deferred Finance Costs

          The costs of obtaining financing are capitalized and amortized as interest expense over the term of the respective financing using the straight-line method, which approximates the interest method. Amortization of such costs for the year ended December 31, 2003 and for the period ended December 31, 2002 totaled $3,748,201 and $22,788, respectively. In connection with the debt refinancing that occurred on October 1, 2003, approximately $2,882,731 of debt issuance costs related to the credit facility in place at December 31, 2002 were written off and charged to interest expense (see Note 7).

Lease Transactions and Related Balances

          The Company accounts for operating lease obligations on a straight-line basis. The difference between actual lease payments and straight-line lease expenses over the lease term is included in deferred rent. Deferred rent of $320,916 and $6,003 for existing leases is included in the accompanying consolidated balance sheets at December 31, 2003 and 2002, respectively. Rent expense for all operating leases is recorded in direct expenses.

Revenue Recognition

          Parking lot revenue is recorded as services are performed, net of appropriate allowances and local taxes. For customer vehicles remaining at our facilities at year end, revenues for services performed were recorded in other receivables in the accompanying balance sheet based upon the value of unpaid parking revenues for customer vehicles.

          The Company offers various membership programs for which customers pay an annual membership fee. The Company accounts for membership fee revenue on a “deferral basis” whereby membership fee revenue is recognized ratably over the one-year life of the membership. In addition, the Company also sells prepaid parking vouchers which can be redeemed for future parking services. Sales of prepaid vouchers are recorded as “deferred revenue” and recognized as parking revenue when redeemed in the future. The value of unearned membership revenue and prepaid vouchers has been included in deferred revenue in the accompanying balance sheet.

Advertising and Marketing Expenses

          The Company’s policy is to expense advertising the first time the advertising takes place. Costs associated with its direct response programs are prepaid and charged to expense once the printed materials are distributed to the public. As of December 31, 2003, prepaid advertising totaled $19,300. Total advertising and marketing expenses were $1,265,643 and $23,988 for the year ended December 31, 2003 and the period ended December 31, 2002, respectively.

Income Taxes

          Deferred income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to be recovered or settled. Due to the Company’s lack of history of earnings, the Company has established a full valuation allowance for its net deferred tax assets.

Use of Estimates

          The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Company’s management to make estimates and assumptions

F-146

MACQUARIE AMERICAS PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Financial Instruments

          At December 31, 2003 and 2002, the Company’s financial instruments recorded on the balance sheets include cash equivalents, restricted cash, interest rate swap agreement, interest rate cap agreement, notes payable, capital leases and long-term debt. At December 31, 2003 and 2002, the fair value of the Company’s financial instruments approximated the carrying value.

          The Company uses variable rate debt to finance its operations. The debt obligations expose the Company to variability in interest payments due to changes in interest rates. Management believes it is prudent to limit the variability of its interest payments. To meet this objective, the Company enters into various types of derivative instruments to manage fluctuations in cash flows resulting from interest rate risk. These instruments include interest rate swaps and caps. Under its interest rate swap agreements (none at December 31, 2003), the Company receives variable interest rate payments and makes fixed interest rate payments, thereby creating fixed rate debt. The interest rate cap agreement outstanding as of December 31, 2003 protects the Company from increases in interest rates that would result in increased cash interest payments made under its Credit Facility (see Note 7). Under its interest rate cap agreement, the Company has the right to receive cash if interest rates increase above a specified level.

          Interest rate differentials to be paid or received as a result of interest rate swap or cap agreements are accrued and recognized as an adjustment of interest expense related to the designated debt. Interest rate cap premiums paid are amortized to interest expense ratably during the life of the agreement. Amounts related to the interest rate swaps and the intrinsic value of terminated cap agreements are deferred and amortized as an adjustment to interest expense over the original period of interest exposure, provided the designated liability continues to exist or is probable of occurring.

          Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and for Hedging Activities,” as amended by SFAS No. 138 “Accounting for Certain Derivative Instruments and Certain Hedging Activities — An Amendment of SFAS No. 133,” require the Company to recognize all derivatives on the balance sheet at fair market value. Derivatives that are not designated as hedges must be adjusted to fair value through income. If the derivative is an effective hedge, depending on the nature of the hedge, changes in the fair value of derivatives will either be offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative’s change in fair value will be immediately recognized in earnings.

          It is the Company’s policy to enter into interest rate swap and cap contracts only to the extent necessary to reduce exposure to fluctuations in interest rates. The Company does not enter into interest rate swap or cap contracts for speculative purposes. In the unlikely event that a counterparty to a swap or cap agreement fails to meet the terms of an interest rate cap contract as of December 31, 2003, the Company’s exposure is limited to the interest rate differential on the notional amount. The Company does not anticipate nonperformance by the counterparty.

Concentration of Credit Risk and Labor Contract

          Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, trade accounts receivable and its interest rate cap agreement. While amounts on deposit with financial institutions may exceed federal insurance limits, the Company places its cash and cash equivalents and restricted cash with high quality credit institutions.

F-147

MACQUARIE AMERICAS PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Additionally, the Company performs ongoing credit evaluations of its customers and establishes allowances for doubtful accounts when appropriate. At December 31, 2003 and 2002, no provision for doubtful accounts was considered necessary. The fair value of the instruments, including long-term debt, approximates market at December 31, 2003 and 2002.

          As of December 31, 2003, approximately 17% of the Company’s employees are covered by union contracts that will expire between December 31, 2004 and November 15, 2007.

Reclassifications

          Certain amounts in the prior year have been reclassified to conform to the current year presentation.

Newly Issued Accounting Standards

          In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities (“FIN 46”). FIN 46 provides guidance on how to identify a variable interest entity (“VIE”) and determine when the assets, liabilities, non-controlling interests and results of operations of a VIE need to be included in a company’s consolidated financial statements. FIN 46 also requires additional disclosures by primary beneficiaries and other significant variable interest holders. In December 2003, the FASB issued a revision to FIN 46 (“FIN 46R”), which provided additional guidance on the definition of a VIE and delayed the effective date for privately held companies until the beginning of the first reporting period beginning after December 15, 2004, except for entities created after December 31, 2003, which must be accounted for under FIN 46 or FIN 46R upon the initial involvement with the entities. The Company does not expect any effect of this Interpretation’s provisions on its consolidated financial position and results of operations.

          In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150, (“SFAS No. 150”), “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150 addresses certain financial instruments that, under previous guidance, could be accounted for as equity, but now must be classified as liabilities in statements of financial position. These financial instruments include: (1) mandatory redeemable financial instruments, (2) obligations to repurchase the issuer’s equity shares by transferring assets, and (3) obligations to issue a variable number of shares. With limited exceptions, SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective for the Company in fiscal 2004. The Company does not expect that the adoption of SFAS No. 150 will have a material effect on its consolidated financial position and results of operations.

2. Restricted Cash

          The Company’s credit facility with its bank requires the maintenance of both operational and financing related reserve accounts. Restricted cash for operational purposes as of December 31, 2003 was $603,675 for payment of real estate taxes and has been classified in current assets. Restricted cash related to financing activities in the amount of $5,255,792, of which $3,463,289 have been funded at December 31, 2003, has been issued for payment of repairs, insurance and debt service in the event of default and $1,000,000 in a deferred purchase price reserve related to the acquisition of Avistar Satellite Airport Parking, LLC (see Note 4). These financing reserves have been reflected as restricted cash in other assets on the accompanying balance sheet as of December 31, 2003. At December 31, 2002, the then existing credit agreement required that the Company maintain a Senior Debt Reserve Account at a balance sufficient to cover six months of interest payments. The cash held in this account was restricted for the sole purpose of making interest payments in the event of a default and totaled $1,450,691. These amounts have been classified as restricted cash in other assets on the accompanying balance sheets as of December 31, 2002.

F-148

MACQUARIE AMERICAS PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

3. Business Combination

          On December 18, 2002 (the “Contribution Date”), the Company, Parent and the PCA Group (which includes PCA Parking Company of America, LLC, Parking Company of America Management, LLC, ARE Holdings, LLC, and Atlas Superpark, Ltd.) entered into a Contribution and Membership Agreement (the “Agreement”). Pursuant to the Agreement, the PCA Group contributed certain assets and Parent assumed certain debt in exchange for 23,000 membership units, with an agreed-upon value of $1,000 per unit. The Company then purchased 11,000 membership units from the PCA Group for an aggregate purchase price of $11,000,000. In addition, the Company purchased an additional 4,999 membership units from Parent for cash at an agreed-upon value of $1,000 per unit. This business combination has been accounted for using the purchase method of accounting and the results of operations have been included in the Statements of Operations since the Contribution Date.

          The allocation of the purchase price (including capitalized transaction costs of $2,118,352) was as follows:

Net working capital contributed	$	(498,113	)
Land		16,977,452
Buildings		1,597,478
Land improvements		8,430,619
Leasehold improvements		3,169,322
Machinery, equipment and office furnishings		1,849,733
Finite-lived intangible assets		6,285,400
Goodwill		21,182,060
Total assets acquired		58,993,951
Long-term debt assumed		(56,541,321	)
Capital lease obligations assumed		(458,679	)
Net assets acquired		1,993,951
Assumption of net liabilities from PCA Group		10,626,288
Purchase price of member interests in Parent	$	12,620,239

          As a result of the assumption of net liabilities from the PCA Group, no minority interest was recorded in Parent on the Contribution Date. Instead, $10,626,288 was recorded as additional goodwill in consolidation. In addition, losses attributable to PCA Group’s minority interests in the amount of $1,987,436 and $245,857 for the year ended December 31, 2003 and the period ended December 31, 2002, respectively, were allocated to the Company.

4. Acquisitions

          On October 1, 2003, the Company completed the acquisition of the assets and certain liabilities of Airport Satellite Parking, LLC, Airport Satellite Parking Newark, LLC, Airport Satellite Parking Riteway, LLC, Airport Satellite Parking New Jersey, LLC, Airport Satellite Parking Hartford, LLC, and Airport Satellite Parking O’Hare, LLC (collectively “Avistar”) for $67,298,757 (including $4,701,343 of transaction costs). Avistar operated off-airport parking services at 10 locations in Connecticut, New York, New Jersey, Pennsylvania and Illinois. In addition, the Company also exercised an option to purchase a separate parcel of land for $4,000,000 as part of the same transaction. The acquisition has been accounted for using the purchase method of accounting and the results of operations for Avistar have been included

F-149

MACQUARIE AMERICAS PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

in the financial statements since the acquisition date. The fair value of the assets acquired as of the acquisition date was as follows:

Net working capital	$	(1,157,135	)
Land		20,715,000
Buildings and building improvements		2,652,501
Improvements		1,050,403
Leasehold improvements		413,025
Transportation equipment		827,705
Equipment under capital leases		145,957
Other equipment and office furnishings		1,105,344
Customer relationships		6,400,000
Leasehold interests		2,390,609
Goodwill		33,160,442
Total assets acquired		67,703,851
Notes payable assumed		(270,569	)
Capital lease obligations assumed		(134,525	)
Net assets acquired	$	67,298,757

          The net working capital acquired consisted of accounts receivable, prepaid expenses, accounts payable and accrued taxes. The Company allocated $6,400,000 of purchase price to customer relationships in accordance with Emerging Issues Task Force Issue 02-17, “Recognition of Customer Relationship Intangible Assets Acquired in a Business Combination.” The Company will amortize the amount allocated to customer relationships over an eight-year period. The purchase agreement included an incentive provision whereby the seller may receive an additional payment of $1,000,000 based upon the achievement of earnings targets of Avistar for the twelve months ended December 31, 2003. Any amounts owed under this incentive provision will be recorded as goodwill in the period the payment is made. The purchase agreement also includes a provision to adjust the purchase price based on a final accounting for certain working capital items that were funded at the acquisition date.

          The following pro forma unaudited information is presented to illustrate the estimated effects of the 2003 Avistar acquisition had the transaction occurred on January 1, 2003 (information for 2002 has not been presented because of the short period):

	Year Ended
	December 31,
	2003
	(unaudited)
Revenues	$	44,964,000
Operating income		5,370,000
Net loss		(5,172,000	)

5. Income Taxes

          Income taxes in the Company’s consolidated financial statements represent income taxes attributable to entities in the consolidated group that are subject to taxation. No income tax provision (benefit) has been provided by the Company for income (loss) allocable to minority members of the limited liability subsidiaries, which are not subject to taxation. The taxable income or loss of limited liability subsidiaries are allocated to each of the respective members in accordance with the limited

F-150

MACQUARIE AMERICAS PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

liability company agreements. The following table presents the principal reasons for the difference between the effective tax rate and the federal statutory income tax rate:

	Year Ended December 31,
	2003			2002
Income tax benefit at U.S. statutory rates	$	(34	)%	$	(34	)%
State and local income taxes, net of federal income tax effect		(3	)		(3	)
Losses allocated to minority interests (including minority interests share of non-deductible intangibles)		7			—
Change in valuation allowance		30			37
Total		0	%		0	%

          The following table presents the federal and state and local provision (benefit) for income taxes on a separate tax return basis:

		December 31,
		2003			2002
Current:		$	—		$	—
Deferred:
	Federal		(1,793,000	)		(228,000	)
	State and local		(158,000	)		(20,000	)
Less change in valuation allowance			1,951,000			248,000
Income taxes		$	—		$	—

          The components of deferred tax assets are as follows:

		December 31,
		2003			2002
Deferred income tax assets:
	Net operating loss carryforward	$	1,468,000		$	53,000
	Difference in allocation of losses to minority interests		871,000			96,000
	Losses from subsidiaries		—			66,000
	Accrued liabilities		6,000			33,000
Total deferred income tax assets			2,345,000			248,000
Deferred tax liabilities:
	Losses from subsidiaries		(146,000	)		—
Total deferred tax liabilities			(146,000	)		—
			2,199,000			248,000
Less valuation allowance			(2,199,000	)		(248,000	)
Net deferred tax assets		$	—		$	—

          The Company has a net operating loss carryforward of approximately $3.4 million and 152,000 for federal and state income tax purposes, respectively, at December 31, 2003, which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2022 and in 2012 for federal and state purposes, respectively. The Company has established a valuation allowance for deferred tax assets due to the lack of earnings history.

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MACQUARIE AMERICAS PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

6. Finite-Lived Intangible Assets

          Finite-lived intangible assets consisted of the following at December 31:

	2003		2002
Cost
Contract rights	$	2,457,020	$	2,457,000
Covenant not-to-compete		3,828,380		3,828,400
Customer relationships		6,400,000		—
Leasehold interests		2,390,609		—
Total	$	15,076,009	$	6,285,400

	2003		2002
Accumulated amortization
Contract rights (weighted-average useful life — 15 months)	$	1,771,204	$	14,891
Covenant not-to-compete (weighted-average useful life — 3 years)		1,577,890		42,538
Customer relationships (weighted-average useful life — 8 years)		200,000		—
Leasehold interests (weighted-average useful lives — 19 years)		85,028
Total	$	3,634,122	$	57,429

          Effective June 1, 2003, the Company agreed to the early termination of the underlying lease related to the contract rights outstanding as of December 31, 2002. The settlement requires the tenant to continue paying the Company for an additional 15 months at the contractual lease rate. As a result of the settlement, the Company recorded an impairment loss related to the contract rights in the amount of $992,032 in 2003. The amortization expense related to the intangible assets for the year ended December 31, 2003 and the period ended December 31, 2002, was $3,576,693 and $57,429, respectively. The estimated amortization expense for finite-lived intangible assets for the next five years is as follows:

2004	$	3,361,283
2005		1,855,254
2006		1,017,671
2007		895,228
2008		895,228

7. Long-Term Debt

          On October 1, 2003, the Company refinanced its long-term debt and entered into a new $126 million credit facility (the “Facility”) with GMAC Commercial Mortgage Corporation. The proceeds of the Facility were used to repay previously outstanding long-term debt and fund the Avistar acquisition (see Note 4). The Facility is secured by all the assets of the PCAA Group. In addition, guarantees in the aggregate amount of $2,000,000 have been made by three members of the Company and the Chief Executive Officer of the Company. The Facility matures on October 1, 2006, but may be extended at the option of the Company for up to two additional years. The Company is required to maintain reserves (see Note 2) and has limitation on the amount of additional borrowings. The Company is in compliance with the covenants as of December 31, 2003. The Facility bears interest at the floating base rate (defined as the one month LIBOR), plus 3.44% and is payable monthly in arrears.

          In addition, the Company entered into a separate $4.75 million credit facility (the “O’Hare Facility”) with GMAC Commercial Mortgage Corporation in order to purchase certain property in

F-152

MACQUARIE AMERICAS PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Chicago, Illinois. The O’Hare Facility is secured by the all the assets of PCAA Chicago, LLC. The O’Hare Facility matures on January 1, 2009 and requires monthly payments of principal and interest in the amount of $28,675.

          At December 31, 2002 and 2003, long-term debt consists of the following:

	2003			2002
Loan payable, with interest at 4.574% at December 31, 2003	$	126,000,000		$	—
Loan payable, with interest at 5.325% at December 31, 2003		4,750,000			—
Note payable to bank, with an original maturity of December 2007, repaid in 2003		—			45,000,000
Note payable to bank, with an original maturity of December 2007, repaid in 2003		—			14,000,000
		130,750,000			59,000,000
Unrealized loss on derivative instrument		—			678,906
Less current portion		(92,340	)		—
Long-term portion	$	130,657,660		$	59,678,906

          At December 31, 2003, future maturities of long-term debt are as follows:

2004	$	92,340
2005		96,356
2006		126,101,708
2007		107,353
2008		113,305

          On October 1, 2003, the Company entered into an interest rate cap agreement with Sumitomo Mutsui Banking Corporation (SMBC). The Company paid $920,000 to obtain the cap which hedges against increases in LIBOR rates through October 1, 2006. The initial notional amount is $126 million and the cap rate is fixed at 4.5% for LIBOR for the entire life of the agreement. The Company has accounted for the interest rate cap as a cash flow hedge. Accordingly, the cost of the interest rate cap was capitalized on October 1, 2003 and adjustments to the fair market value are recorded as an adjustment to other comprehensive loss in the stockholders’ equity section of the balance sheet. The portion of the interest cap determined to have become ineffective due to a change in the time value of the interest cap is being amortized to interest expense.

          As of December 31, 2002, the Company had entered into one interest rate swap contract, which originally matured on December 19, 2007. The Company accounted for the interest rate swap as a cash flow hedge and recorded the fair value of the interest rate swap of approximately $679,000 as an increase of its long-term debt and as an accumulated other comprehensive loss in the accompanying balance sheet at December 31, 2002. On October 1, 2003, the Company refinanced the long-term debt for which the interest rate swap was associated. As a result of the early termination of the interest rate swap, the Company paid approximately $847,075 to terminate the interest swap. The cost of terminating the interest rate swap was recorded as additional interest expense for the year ended December 31, 2003.

8. Notes Payable and Capital Leases

          The Company has entered into notes payable with various finance companies for the purchase of transportation equipment. The notes are secured by the equipment and require monthly payments of principal and interest at rates ranging from 6.33% to 10.11%. The Company also leases certain

F-153

MACQUARIE AMERICAS PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

transportation equipment under capital leases. The following is a summary of the maturities of the notes payable and the future minimum lease payments under capital leases, together with the present value of the minimum lease payments, as of December 31, 2003:

	Notes			Capital
	Payable			Leases
2004	$	187,366		$	263,022
2005		68,583			261,690
2006		—			188,933
2007		—			117,301
2008		—			104,081
Total minimum payments	$	255,949		$	935,027
Less: amounts representing interest					(137,984	)
Present value of minimum payments					797,043
Less current portion		(187,366	)		(201,719	)
Long-term portion	$	68,583		$	595,324

          The net book value of equipment under capital lease at December 31, 2003 and 2002 was $836,802 and $0, respectively.

9. Stockholders’ Equity

          The Limited Liability Agreement for Parent (the “LLC Agreement”), dated September 30, 2003, grants the Company and Holdings a right of first refusal to purchase any or all of the other members’ outstanding units offered for sale. In the event the Company or Holdings elects not to purchase the member units, the member has the right to sell the units at a price that is equal to, or greater than, the previous offer price made available to the Company and Holdings.

          The LLC Agreement grants Holdings certain drag-along rights. The drag-along rights include the option to include all non-majority member units in an offer for sale to a third party. The other members’ units are subject to the same terms and conditions as are applicable to the majority member. In the event of a partial sale, each member shall be obligated to participate at the same percentage as that which is offered by the majority member. Under the Members’ Agreement, Holdings is prohibited from exercising its drag-along right prior to December 18, 2004, unless Parent is in material default with its lender.

          The LLC Agreement grants each member certain tag-along rights when a member proposes to engage in the sale of at least 10% of Parent’s total outstanding units. The tag-along rights include the option to participate in the sale of member units engaged by any other member. Upon notification by the selling member, each member may offer for sale a percentage of their current member units equal to the percentage of ownership being offered by the other member. Notwithstanding the above, if, prior to December 18, 2005, Holdings elects to sell any part of its member units, such that the sale would terminate Parent pursuant to Internal Revenue Code Section 708(b)(1)(B), then the PCA Group shall be allowed to participate, regardless of the number of units or percentage of Parent’s total outstanding units offered by Holdings. Further, under certain conditions, the PCA Group will be entitled to sell more units than the percentage being offered by Holdings.

          Parent’s Members’ Agreement grants the PCA Group certain put rights. For a period of 90 days after December 18, 2010 and 2014, the PCA Group may demand that Holdings purchase all the

F-154

MACQUARIE AMERICAS PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

outstanding units then held by the PCA Group. Holdings will be responsible for determining the fair market value of Parent and the related price per unit. In the event the PCA Group finds the price to be unacceptable, then both parties have agreed to engage an independent investment banker or appraisal firm to determine the fair market value of the member units.

10. Commitment and Contingencies

          The Company is obligated under non-cancelable operating leases for various parking facilities. These operating leases expire between 2004 and 2020. Certain of the facility leases provide that the Company pay for real estate taxes and insurance and certain leases provide for contingent rents or may have rent escalations and, in certain circumstances provide a purchase option to the Company. Contingent facility rentals are determined on the basis of a percentage of sales in excess of a stipulated minimum for certain locations as defined in the individual lease agreements. Scheduled future minimum lease payments under such non-cancelable operating leases at December 31, 2003, are as follows:

Year ending December 31:
	2004	$	5,808,468
	2005		5,761,791
	2006		4,625,960
	2007		4,497,512
	2008		3,955,799
	Thereafter		11,142,365
		$	35,791,895

          Rent expense of $3,705,356 and $79,387 is included in direct expenses in the accompanying consolidated statements of operations for the year ended December 31, 2003 and the period ended December 31, 2002, respectively. Most of the leases are subject to renewal under terms similar to existing lease terms.

          At December 31, 2003, the Company had purchase commitments under construction contracts totaling approximately $187,500.

          The Company owns a parcel of real estate that covers an area of land for which a third party has been identified as a potentially responsible party (“PRP”) by the Environmental Protection Agency. Although the Company did not own the property at the time the contamination was believed to have occurred, the Company has purchased an environmental insurance policy for the property to minimize its risk against any future claims. The policy expires in July 2007 and is renewable.

11. Related Party Transactions

          In connection with the Agreement (see Note 3), Parent entered into an Operations Agreement whereby the Parking Company of America Management, LLC (“PCAM”), an affiliate of the PCA Group, would continue to provide operational management, marketing, accounting, human resources and advisory services on behalf of Parent. The Operations Agreement specified that the management fee was to be calculated based upon 7.5% of earnings before interest, depreciation, amortization, taxes and management fees, less all capital expenditures related to the acquisition of additional shuttle vehicles. The Operations Agreement further provided that Parent advance PCAM an amount equal to $50,000 per month, as an estimate of the annual management fees. The Operations Agreement was originally for a term of 61 months and would have continued through January 17, 2008. However, the Operations Agreement was canceled on October 1, 2003. Parent paid PCAM $214,188 and $9,355 in management

F-155

MACQUARIE AMERICAS PARKING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

fees for the year ended December 31, 2003 and the period ended December 31, 2002, respectively. In addition, the Company entered into a sublease agreement for office space with PCAM. The lease is month to month and requires payments of $8,000 per month. The Company paid PCAM $24,000 in rent during 2003.

          Additionally, the Operations Agreement required PCAM to maintain certain shuttle buses at a cost of $650 per bus. Concurrent with the cancellation of the Operations Agreement, the Company entered into a new maintenance agreement with PCAM for its shuttle bus fleet. The new maintenance agreement provides for maintenance to be performed on a time and materials basis. The Company paid PCAM maintenance fees of $124,534 and $2,516 for the year ended December 31, 2003 and the period ended December 31, 2002, respectively.

          At December 19, 2002, PCAA was unable to obtain the necessary assignment of one of the transportation contracts held by PCAM. Therefore, PCAA and PCAM agreed to allow PCAM to continue performing the services under the contract in exchange for a reduction in the management fee due PCAM. It was agreed that the management fee would be reduced by the amount of profit realized by PCAM on the contract for as long as the services under the contract were performed by PCAM. On June 1, 2003, the transportation contract was assigned to Parent and all the employees, vehicles and equipment related to the performance of the contract were transferred to Parent. Approximately $93,566 of equipment was transferred to Parent from PCAM in connection with the contract assignment.

          The Company has entered into a consulting agreement with one of Parent’s board of directors. The consulting fee is payable monthly at an annual rate of $51,140 per year as of December 31, 2003. The agreement may be terminated by the Company upon 30-days notice. Consulting fees totaled $50,000 and $0 in 2003 and 2002, respectively.

          Upon commencement of the off-airport operations business on December 20, 2002, PCAM paid the operating expenses for Parent, until a checking account could be established. In addition, the Agreement called for Parent to reimburse PCAM for any prepaid expenses, deposits or transaction costs that were advanced prior to December 18, 2002. As of December 20, 2002, PCAM had advanced $302,249 with respect to deposits, prepaid expenses and transaction costs. As of December 31, 2003 and 2002, Parent owed PCAM a total of $0 and $381,941, respectively.

F-156

MACQUARIE AMERICAS PARKING

CORPORATION

CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS

June 30, 2004 and 2003

F-157

MACQUARIE AMERICAS PARKING CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

		June 30,			December 31,
		2004			2003
		(Unaudited)
Assets
Current assets:
	Cash and cash equivalents	$	2,607,725		$	2,352,545
	Restricted cash		231,572			603,675
	Trade accounts receivable		306,946			200,983
	Other receivables		841,149			1,015,804
	Due from related party		236,063			7,252
	Prepaid expenses		1,042,620			458,833
Total current assets			5,266,075			4,639,092
Net property and equipment, at cost			65,207,661			65,297,008
Other assets:
	Fair value of derivative instrument		623,725			870,460
	Deferred finance costs, net		3,295,251			4,014,123
	Finite-lived intangible assets, net		9,602,336			11,441,887
	Goodwill		64,860,706			64,838,770
	Restricted cash, non-current portion		5,701,881			3,463,289
	Other assets		1,453,109			577,897
			85,537,008			85,206,426
Total assets		$	156,010,744		$	155,142,526
Liabilities and Stockholders’ Equity
Current liabilities:
	Current portion of notes payable and capital leases	$	1,060,936		$	389,085
	Current portion of long-term debt		92,340			92,340
	Accounts payable		277,306			598,897
	Accrued expenses		2,679,296			3,222,460
	Deferred revenue		345,316			420,840
	Due to related party		38,035			6,123
Total current liabilities			4,493,229			4,729,745
Notes payable, less current portion			—			68,583
Capital lease obligations, less current portion			968,152			595,324
Long-term debt, less current portion			130,612,986			130,657,660
Deferred rent			504,027			320,916
Total liabilities			136,578,394			136,372,228
Commitments and contingencies
Minority interests			7,202,134			6,349,552
Stockholders’ equity:
	Common stock, $.01 par value; 1,000 shares authorized, 24 shares issued and outstanding in 2004 and 2003		1			1
	Additional paid-in capital		18,031,871			18,031,871
	Accumulated deficit		(5,733,714	)		(5,636,586	)
	Accumulated other comprehensive		(67,942	)		25,460
			12,230,216			12,420,746
Total liabilities and stockholders’ equity		$	156,010,744		$	155,142,526

See accompanying notes to condensed consolidated financial statements.

F-158

MACQUARIE AMERICAS PARKING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

		Six Months Ended
		June 30,
		2004			2003
		(Unaudited)
Revenue		$	25,213,921		$	9,229,775
Direct expenses			17,633,975			6,911,340
			7,579,946			2,318,435
Selling, general and administrative expenses			2,009,420			461,982
Amortization of intangibles			1,839,550			991,041
Operating income			3,730,976			865,412
Other (expense) income:
	Interest expense		(3,976,726	)		(1,747,529	)
	Interest income		10,904			12,670
	Other expense		(9,700	)		—
Total other (expense) income			(3,975,522	)		(1,734,859	)
Loss before income taxes and minority interests			(244,546	)		(869,447	)
	Income taxes		—			—
Loss before minority interests			(244,546	)		(869,447	)
	Minority interest in loss of consolidated subsidiaries		147,418			34,405
Net loss		$	(97,128	)	$	(835,042	)

See accompanying notes to condensed consolidated financial statements.

F-159

MACQUARIE AMERICAS PARKING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

			Six Months Ended
			June 30,
			2004			2003
			(Unaudited)
Operating activities
Net loss			$	(97,128	)	$	(835,042	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
	Depreciation and amortization			1,145,022			500,865
	Amortization of deferred finance costs and other costs			872,205			341,826
	Amortization of intangible assets			1,839,550			991,041
	Gain on sale of asset			—			(957	)
	Deferred rent			183,111			97,447
	Minority interests			(147,418	)		(34,405	)
	Changes in operating assets and liabilities:
		Restricted cash		372,103			(6,634	)
		Trade accounts receivable		(105,963	)		(173,882	)
		Other receivables		174,656			(1,226	)
		Prepaid expenses		(583,787	)		(233,651	)
		Other assets		(875,211	)		(1,131,697	)
		Accounts payable		(321,591	)		287,831
		Accrued expenses		(543,164	)		(1,396,120	)
		Deferred revenue		(75,524	)		—
Net cash provided by (used in) operating activities				1,836,861			(1,594,604	)
Investing activities
Purchase of property and equipment				(290,530	)		(185,677	)
Other				(21,935	)		93,567
Net cash used in investing activities				(312,465	)		(92,110	)
Financing activities
Repayment of long-term debt				(44,674	)		—
Borrowing on notes payable				737,311			—
Repayment of notes payable and capital lease obligations				(526,362	)		—
Redemption of shares				—			(6,299,200	)
Net payments to related parties				(196,899	)		(224,200	)
Increase in minority interests				1,000,000			—
Restricted cash, non-current portion				(2,238,592	)		—
Net cash used in financing activities				(1,269,216	)		(6,523,400	)
Net increase (decrease) in cash and cash equivalents				255,180			(8,210,114	)
Cash and cash equivalents, beginning of period				2,352,545			9,857,466
Cash and cash equivalents, end of period			$	2,607,725		$	1,647,352
Supplemental disclosure of cash flow information
Cash paid during the period for interest			$	3,404,905		$	1,390,495
Supplemental disclosures of non-cash investing and financing information
Unrealized loss on derivative instrument			$	—		$	(1,058,722	)
Acquisition of property and equipment under capital leases			$	765,146		$	—
Change in fair value of interest rate cap derivative instrument			$	(93,402	)	$	—

See accompanying notes to condensed consolidated financial statements.

F-160

MACQUARIE AMERICAS PARKING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2004

1. Basis of Presentation and Consolidation

          Macquarie Americas Parking Corporation (the “Company” or “MAPC”), a Delaware corporation, was formed on July 23, 2002 for the purpose of acquiring the off-site airport parking operations. Effective on December 18, 2002 (the “Contribution Date”) the Company and its subsidiaries provide off-site airport parking services, transportation services and airport related hotel transportation services at, or in connection with, off-site airport parking facilities. The Company currently owns or leases (through its majority owned subsidiary PCAA Parent, LLC) 23 off-airport parking locations in California, Arizona, Colorado, Texas, Georgia, Tennessee, Pennsylvania, Connecticut, New York, New Jersey, and Illinois.

          The consolidated financial statements include the accounts of the Company and its subsidiary companies which include Parking Company of America Airports Holdings LLC (“Holdings” — 83.2% owned by MAPC), PCAA Parent, LLC (“Parent” — 51.9% owned by Holdings)(formerly Parking Company of America Airports, LLC); and Parent’s 100% owned subsidiaries Parking Company of America Airports, LLC; Parking Company America Airports Phoenix, LLC; PCA Airports, Ltd; PCAA GP, LLC; PCAA LP, LLC, PCAA Chicago, LLC, PCAA Oakland, LLC and PCAA Properties, LLC. Through its 83.2% ownership or Holdings MAPC’s effective ownership of Parent was 43.2% at June 30, 2004. All significant inter-company profits, transactions and balances have been eliminated in consolidation.

          The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim reporting. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, the unaudited consolidated financial statements reflect all adjustments considered necessary for a fair presentation, consisting only of normal and recurring adjustments. Operating results for the six months ended June 30, 2004 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2004. For further information, refer to the Company’s consolidated financial statements and footnotes thereto for the year ended December 31, 2003.

2. Income Taxes

          Income taxes for the six months ended June 30, 2004 and 2003 were computed using the effective rate estimated to be applicable for the full fiscal year, which is subject to ongoing review and evaluation by management. The Company has established a full valuation allowance for deferred income tax assets due to the lack of earnings history.

F-161

MACQUARIE AMERICAS PARKING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

3. Finite-Lived Intangible Assets

          Finite-lived intangible assets consisted of the following at June 30, 2004 and December 31, 2003:

	June 30,		December 31,
	2004		2003
Cost
Contract rights	$	2,457,020	$	2,457,020
Covenant not-to-compete		3,828,380		3,828,380
Customer relationships		6,400,000		6,400,000
Leasehold interests		2,390,609		2,390,609
Total	$	15,076,009	$	15,076,009
Accumulated amortization
Contract rights (weighted-average useful life — 15 months)	$	2,273,021	$	1,771,204
Covenant not-to-compete (weighted-average useful life — 3 years)		2,345,566		1,577,890
Customer relationships (weighted-average useful life — 8 years)		600,000		200,000
Leasehold interests (weighted-average useful lives — 19 years)		255,086		85,028
Total	$	5,473,673	$	3,634,122

          The amortization expense related to the intangible assets for the six months ended June 30, 2004 and June 30, 2003 was $1,839,550 and $991,041, respectively.

4. Comprehensive Loss

          The components of comprehensive loss for the three months ended June 30, 2004 and 2003 are as follows:

	Six Months Ended
	June 30,
	2004			2003
Net loss	$	(96,676	)	$	(835,042	)
Unrealized loss on derivative instrument		—			(1,058,722	)
Change in fair value of interest rate cap derivative instrument		(93,402	)		—
Comprehensive loss	$	(190,078	)	$	(1,893,764	)

5. Notes Payable

          In April 2004, Parent entered into a $1.3 million revolving loan agreement with a related party in order to finance the start up costs of a new parking facility. The facility matures in March 2005 and bears interest at a rate of 9% per year. As of June 30, 2004, the balance under this agreement was $437,811.

6. Subsequent Event

          In July 2004, the Macquarie Infrastructure Company, Inc. (“MIA”) extended an offer to purchase for cash the ownership interests of the minority holders of Holdings and Parent. The holder of the minority interest in Holdings has indicated that it will accept the offer to purchase its entire

F-162

MACQUARIE AMERICAS PARKING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

membership interest for $6.7 million. Holders of approximately 33.9% of the outstanding membership units in Parent have executed an offer letter pursuant to which such holders have committed to enter into a purchase agreement to sell all of their membership units for $22.2 million. The holder of a further 1.35% of the outstanding membership units in Parent has also indicated that it will accept the offer to purchase its entire membership interest for approximately $1 million. Upon consummation of these transactions, MIA, indirectly through the Company, will own 100% of Holdings and 87.1% of Parent.

F-163

CONSOLIDATED STATEMENTS OF OPERATIONS AND CASH FLOWS

OFF-AIRPORT PARKING OPERATIONS OF PCA PARKING COMPANY OF AMERICA, LLC

Period from January 1, 2002 to December 18, 2002 and the Year Ended December 31, 2001

with Report of Independent Auditors

F-164

REPORT OF INDEPENDENT AUDITORS

The Board of Directors

Macquarie Americas Parking Corporation

          We have audited the accompanying consolidated statements of operations and cash flows of the Off-Airport Parking Operations of PCA Parking Company of America, LLC (see Note 1) for the period January 1, 2002 to December 18, 2002 and the year ended December 31, 2001. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated statements of operations and cash flows based on our audits.

          We conducted our audits in accordance with auditing standards generally accepted in the United States. 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 audits provide a reasonable basis for our opinion.

          In our opinion, the consolidated statements of operations and cash flows referred to above present fairly, in all material respects, the consolidated results of operations and cash flows of the Off-Airport Parking Operations of PCA Parking Company of America, LLC for the period January 1, 2002 to December 18, 2002 and the year ended December 31, 2001, in conformity accounting principles generally accepted in the United States.

          As described more fully in Note 1, the Company changed its method of accounting for goodwill and other intangibles.

/s/ Ernst & Young LLP

Los Angeles, California

May 20, 2004

F-165

OFF-AIRPORT PARKING OPERATIONS OF

PCA PARKING COMPANY OF AMERICA, LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

		Period from
		January 1 to			Year Ended
		December 18,			December 31,
		2002			2001
Revenue		$	20,523,871		$	20,540,793
Direct expenses			15,095,423			15,772,634
			5,428,448			4,768,159
Selling, general and administrative expenses			1,219,218			1,084,212
Amortization of intangibles			25,548			483,870
Operating income			4,183,682			3,200,077
Other (expense) income:
	Interest expense		(10,920,911	)		(7,226,889	)
	Other		10,486			(14,971	)
Total other (expense) income			(10,910,425	)		(7,241,860	)
Net loss		$	(6,726,743	)	$	(4,041,783	)

See accompanying notes.

F-166

OFF-AIRPORT PARKING OPERATIONS OF

PCA PARKING COMPANY OF AMERICA, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

			Period from
			January 1 to			Year Ended
			December 18,			December 31,
			2002			2001
Operating activities
Net loss			$	(6,726,743	)	$	(4,041,783	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
	Depreciation and amortization			1,854,483			1,949,024
	Amortization of deferred finance costs			1,935,227			676,999
	Amortization of intangible assets			25,548			483,870
	Amortization of warrant cost			458,726			458,726
	Interest accrued as additional principal			2,462,367			1,972,886
	Deferred rent			141,834			9,658
	Loss on disposition of property and equipment			77,237			29,087
	Changes in operating assets and liabilities:
		Trade accounts receivable		100,101			(154,204	)
		Other receivables		—			15,500
		Prepaid expenses		(139,406	)		19,049
		Other assets		2,390			92,610
		Accounts payable		(22,941	)		(92,317	)
		Accrued expenses		(745,856	)		555,630
		Deferred revenue		(10,955	)		238,567
Net cash (used in) provided by operating activities				(587,988	)		2,213,302
Investing activities
Purchase of property and equipment				(624,102	)		(302,357	)
Net cash used in investing activities				(624,102	)		(302,357	)
Financing activities
Deferred finance costs				(1,651,497	)		(386,296	)
Borrowings on long-term debt				17,793,640			342,817
Repayment of long-term debt				(16,754,456	)		(1,515,388	)
Changes in PCA Group’s net investment				1,839,301			(342,844	)
Net cash provided by (used in) financing activities				1,226,988			(1,901,711	)
Net increase in cash and cash equivalents				14,898			9,234
Cash and cash equivalents, beginning of period				64,649			55,415
Cash and cash equivalents, end of period			$	79,547		$	64,649
Supplemental disclosure of cash flow information
Cash paid during year for interest			$	6,074,285		$	4,261,911

See accompanying notes.

F-167

OFF-AIRPORT PARKING OPERATIONS OF PCA PARKING COMPANY OF AMERICA, LLC

NOTES TO CONSOLIDATED STATEMENTS OF OPERATIONS AND CASH FLOWS

December 18, 2002

1. Background and Basis of Presentation

          On December 19, 2002 (“Contribution Date”) the off-airport parking operations of PCA Parking Company of America, LLC (the “Parking Operations” or “Company”), which includes off-airport parking operations of PCA Parking Company of America, LLC, Parking Company of America Management, LLC, ARE Holdings, LLC and Atlas Superpark, Ltd. (collectively referred to as “PCA Group”), were contributed to Parking Company of America Airports, LLC (“PCAA”) pursuant to a Contribution and Membership Agreement (see Note 5). PCAA was formed on August 22, 2002 as a Delaware limited liability company for the purpose of receiving certain assets and liabilities that were contributed by the PCA Group related to its off-airport parking business. On October 1, 2003, the membership units of PCAA were contributed to a new entity, PCAA Parent, LLC, ultimately a subsidiary of Macquarie Americas Parking Corporation.

          The consolidated statements of operations and cash flows include the results of operations and cash flows specific to the off-airport parking operations that were contributed by the PCA Group to PCAA on December 19, 2002 for the period from January 1, 2002 to December 18, 2002 and the year ended December 31, 2001. Accordingly, the contributed Parking Operations comprise the 10 owned or leased off-airport parking locations in California, Arizona, Colorado, Texas, Georgia, Tennessee and Pennsylvania. The Parking Operations provide off-site airport parking services, transportation services and airport related hotel transportation services at, or in connection with, these off-site airport parking facilities.

          The consolidated statements of operations and cash flows prior to the Contribution Date have been derived from the accounting records of the PCA Group using the historical results of operations and historical basis of the assets and liabilities of the Parking Operations. Management believes the assumptions underlying the preparation of the consolidated statements of operations and cash flows are reasonable. However, the consolidated statements of operations and cash flows included herein may not necessarily reflect the Company’s results of operations, financial position and cash flows in the future or what its results of operations, financial position and cash flows would have been had the Company been a stand-alone business during those periods.

          General corporate overhead that could be specifically identified to the Parking Operations was allocated accordingly. Other corporate overhead, primarily salaries and general and administrative expenses for executive management, finance, legal, human resources, information services and professional services was allocated based on the ratio of the Parking Operations’ revenue as a percentage of the PCA Group’s total revenue. This allocated corporate overhead amounted to approximately $1,219,000 and $1,072,000 for the period ended December 18, 2002 and the year ended December 31, 2001, respectively. Subsequent to the Contribution Date, PCAA and its successors are using their own resources or purchased services.

          The PCA Group used a centralized approach to cash management and the financing of its Parking Operations, except for certain credit facilities associated with the property of specific parking locations. Cash deposits from the Parking Operations were transferred to the PCA Group on a regular basis and were netted against the PCA Group’s net investment account. As a result, none of PCA Group’s cash and cash equivalents at the corporate level was allocated to the Parking Operations in the consolidated statements of operations and cash flows. Funding required from the PCA Group for working capital, acquisition or capital expenditure requirements, after giving effect to the Parking Operations’

F-168

OFF-AIRPORT PARKING OPERATIONS OF PCA PARKING COMPANY OF AMERICA, LLC

NOTES TO CONSOLIDATED STATEMENTS OF OPERATIONS AND CASH FLOWS — (Continued)

transfers to or from the PCA Group of its cash flows from operations, resulted in changes in invested equity, as follows:

	Period from
	January 1 to			Year Ended
	December 18			December 31
	2002			2001
Balance, beginning of period	$	(14,111,432	)	$	(9,726,805	)
Net transfers to (from) PCA Group		1,839,301			(342,844	)
Net loss		(6,726,741	)		(4,041,783	)
Balance, end of period	$	(18,998,872	)	$	(14,111,432	)

          The PCA Group had entered into several credit facilities to finance the acquisition of its Parking Operations. The long-term debt and related interest expense was specifically identified and allocated to the Parking Operations for all obligations related to historic property acquisitions, excluding any costs associated with the contribution of the parking operations on December 19, 2002. The balance of the long-term debt, and related interest expense, were allocated on a prorated basis in order to account for the total amount of assumed long-term debt as of December 19, 2002 (see Note 5).

2. Summary of Significant Accounting Policies

Cash and Cash Equivalents

          The Company considers cash and cash equivalents to include cash on hand, in banks, and short-term, highly liquid investments with original maturities of three months or less.

Property, Improvements and Equipment

          Property, improvements and equipment are recorded at cost (or fair market on the date of acquisition). Depreciation and amortization is computed on a straight-line basis using the following useful lives:

Buildings	16-40  years
Improvements	3-15 years
Leasehold improvements	9-36 years
Transportation equipment	5-7 years
Machinery and equipment	5-10 years
Furniture and fixtures	5-10 years

          Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful lives of the assets.

          Expenditures for maintenance and repairs are expensed as incurred. For the period ended December 18, 2002, maintenance and repairs charged to direct costs were approximately $119,000 and for the year ended December 31, 2001 were approximately $75,000. When property is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recorded in income.

Goodwill and Intangible Assets

          In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combination,” and No. 142, “Goodwill and Other Intangible Assets.” Under these new rules, goodwill and other intangible assets deemed to have indefinite

F-169

OFF-AIRPORT PARKING OPERATIONS OF PCA PARKING COMPANY OF AMERICA, LLC

NOTES TO CONSOLIDATED STATEMENTS OF OPERATIONS AND CASH FLOWS — (Continued)

lives are no longer amortized but are subject to annual impairment tests in accordance with these statements. Other intangible assets are amortized over their useful lives.

          The Company adopted SFAS No. 141 and No. 142, in accounting for goodwill and intangible assets for the period ended December 18, 2002. Goodwill and intangible assets were recorded on the Contribution Date based on the carryover basis of the assets and the fair market values. The Company performed the required impairment tests of goodwill for the period ended December 18, 2002 and determined that no event or changes in circumstances that indicated impairment of goodwill and other intangible assets had occurred.

          On January 1, 2002, the Company adopted SFAS No. 142, which eliminates the amortization of goodwill and requires that the goodwill be tested for impairment. Transitional impairment tests of the goodwill made during the period ended December 18, 2002 did not require adjustment to the carrying value of its goodwill. Amortization expense for the year ended December 31, 2001 was $456,000. Had the Company applied the non-amortization provisions of SFAS No. 142 in 2001, the pro forma results of operations for the year ended December 31, 2001 would have been as follows:

Net loss	$	(4,041,783	)
Add goodwill amortization		456,000
Pro forma net loss	$	(3,585,783	)

Deferred Finance Costs

          The costs of obtaining financing are capitalized and amortized as interest expense over the term of the respective financing using the straight-line method, which approximates the interest method. Interest expense recorded for the period ended December 18, 2002 and the year ended December 31, 2001 was $1,935,227 and $676,999, respectively.

Lease Transactions and Related Balances

          The Parking Operations account for operating lease obligations on a straight-line basis. The difference between actual lease payments and straight-line lease expenses over the lease term is included in deferred rent. Rent expense for all operating leases is recorded in direct expenses.

Revenue Recognition

          Parking lot revenue is recorded as services are performed, net of appropriate allowances and local taxes. Revenue for services performed, but not collected are recorded in accounts receivable based upon the estimated value of the ending inventory of customer vehicles at each location. The approximate value of uncollected parking revenues has been included in other receivable.

          The Parking Operations also sells prepaid parking vouchers, which can be redeemed for future parking services. Sales of prepaid vouchers are recorded as “deferred revenue” and recognized as parking revenue when redeemed in the future. The estimated amount of deferred income related to prepaid parking vouchers was included in accrued expenses.

Comprehensive Loss

          The Company had no items of other comprehensive loss, and therefore there is no difference between the reported net loss and the comprehensive loss during the period ended December 18, 2002 and the year ended December 31, 2001.

F-170

OFF-AIRPORT PARKING OPERATIONS OF PCA PARKING COMPANY OF AMERICA, LLC

NOTES TO CONSOLIDATED STATEMENTS OF OPERATIONS AND CASH FLOWS — (Continued)

Income Taxes

          No provision has been made for federal and state income taxes in the accompanying consolidated financial statements. The income or loss of the Parking Operations was allocated to each member in the PCA Group in accordance with the terms of the applicable limited liability company agreement. Each member’s tax status, in turn, determines the appropriate income tax for its allocated share of the Parking Operations’ income or loss.

Use of Estimates

          The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Parking Operations’ 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, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Concentration of Credit Risk and Labor

          Financial instruments that potentially subject the Parking Operations to concentrations of credit risk consist primarily of cash and cash equivalents, trade accounts receivable and amounts due from affiliates. Management performs ongoing credit evaluations of its customers and establishes allowances for doubtful accounts when appropriate. No provision for doubtful accounts was considered necessary as of December 18, 2002 and December 31, 2001.

3. Long-Term Debt

          As of December 18, 2002, the Parking Operations had eight credit facilities related to the PCA Group’s Businesses. The notes payable were secured by substantially all the PCA Group’s assets and were subject to restrictive covenants including, among other things, maintenance of certain financial ratios and limits on capital expenditures. Interest on the various notes ranged from LIBOR (1.38% as of December 18, 2002) plus 3% up to 17% and was payable quarterly in arrears.

          In addition, the Parking Operations also issued warrants in conjunction with two of its notes payable. As of December 18, 2002, the Parking Operations had negotiated a buyback of these warrants for approximately $2,140,723. Included in long-term debt was approximately $2,140,723 and $1,681,997 related to the warrants obligations as of December 18, 2002 and December 31, 2001, respectively. The value of the warrants had been amortized to interest expense on a straight-line basis. Interest expense includes $458,726 of amortization for the period ending December 18, 2002 and the year ended December 31, 2001, respectively.

          The balance of all long-term debt obligations were assumed by the Parking Operations and subsequently refinanced on December 19, 2002 (see Note 5).

4. Commitments and Contingencies

          The Parking Operations was obligated under non-cancelable operating leases for various parking facilities. These operating leases expire between 2004 and 2020. The Parking Operations also leases certain vehicles under agreements that meet the criteria for classification as capital leases. Rent expense of $1,965,463 and $2,023,151 is included in direct expenses in the accompanying consolidated statements of operations for the period ended December 18, 2002 and the year ended December 31, 2001, respectively. Most of the leases are subject to renewal under terms similar to the existing lease terms.

F-171

OFF-AIRPORT PARKING OPERATIONS OF PCA PARKING COMPANY OF AMERICA, LLC

NOTES TO CONSOLIDATED STATEMENTS OF OPERATIONS AND CASH FLOWS — (Continued)

5. Subsequent Event

          Effective December 19, 2002, the PCA Group entered into a Contribution and Membership Purchase Agreement (the Contribution Agreement) with Macquarie Americas Parking Corporation (MAPC) to contribute certain assets and liabilities of the Company, primarily the Parking Operations’ airport parking operations, to PCAA, a newly formed limited liability company, in exchange for 23,000 membership units with an agreed upon value of $1,000 per unit for $23,000,000. Concurrently, MAPC, through an escrow agreement, purchased 11,000 of the 23,000 membership units from the PCA Group for an aggregate purchase price of $11,000,000. At the closing of the transaction, $57 million of liabilities were assumed by PCAA.

F-172

THERMAL CHICAGO CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2003, 2002 and 2001

with Report of Independent Auditors

F-173

REPORT OF INDEPENDENT AUDITORS

To the Stockholder of Thermal Chicago Corporation:

          In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of shareholder’s equity/(deficit) and of cash flows present fairly, in all material respects, the financial position of Thermal Chicago Corporation (the “Company”) at December 31, 2003 and 2002, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. 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 audits. We conducted our audits of these statements 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

          As discussed in Note 2 of the notes to the consolidated financial statements, in 2003 the Company adopted the provisions of Statement of Financial Accounting Standards No. 143, “Asset Retirement Obligations.”

/s/ PRICEWATERHOUSECOOPERS LLP

Chicago, Illinois

August 19, 2004

F-174

THERMAL CHICAGO CORPORATION

CONSOLIDATED BALANCE SHEETS

December 31, 2003 and 2002

			December 31,
			2003			2002
ASSETS
Current assets:
	Cash and cash equivalents		$	9,086,241		$	10,713,200
	Accounts receivable, net			1,763,419			1,945,894
	Income tax receivable from affiliate			11,454,484			7,914,769
	Receivables due from affiliates			5,547,045			4,920,838
	Prepaid expenses and other current assets			631,370			721,592
	Equipment lease receivables			482,643			455,826
		Total current assets		28,965,202			26,672,119
Property, plant and equipment, net				77,088,656			76,578,987
Other assets:
	Equipment lease receivable			15,078,245			15,609,074
	Deferred income taxes			—			1,022,633
	Intangible asset, net			838,729			878,199
	Deferred financing costs, net			1,006,686			1,066,057
		Total other assets		16,923,660			18,575,963
TOTAL ASSETS			$	122,977,518		$	121,827,069
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
	Accounts payable and other accrued expenses		$	1,803,876		$	4,242,750
	Accrued interest and current portion of note payable to parent			58,500,064			68,920,100
	Accrued taxes			1,655,677			1,118,969
	Current portion of unearned revenue			211,582			173,163
	Payables to affiliates			2,262,165			1,664,699
	Current portion of note payable			39,005,293			930,519
		Total current liabilities		103,438,657			77,050,200
Noncurrent liabilities:
	Long-term note payable			—			39,089,224
	Long-term portion of unearned revenue			2,044,330			1,440,767
	Deferred income taxes			9,170,550			—
	Other long-term liabilities			2,750,897			1,480,625
		Total noncurrent liabilities		13,965,777			42,010,616
Commitments and contingencies				—			—
Stockholder’s Equity
	Common stock			—			—
	Paid in capital			20,973,323			20,973,323
	Accumulated earnings/(deficit)			(15,400,239	)		(18,207,070	)
		Total stockholder’s equity		5,573,084			2,766,253
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY			$	122,977,518		$	121,827,069

The accompanying notes are an integral part of these consolidated financial statements.

F-175

THERMAL CHICAGO CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended December 31, 2003, 2002, 2001

			December 31,
			2003			2002			2001
Revenue			$	29,963,612		$	29,176,453		$	24,181,971
	Cost of revenue			19,377,645			20,973,170			18,011,840
		Gross Profit		10,585,967			8,203,283			6,170,131
Operating expenses:
	General and administrative			2,921,864			2,934,520			1,823,289
	Amortization			98,841			135,736			135,736
Operating Profit				7,565,262			5,133,027			4,211,106
Other income (expense):
	Interest expense			(4,772,345	)		(7,816,811	)		(16,429,784	)
	Interest income			1,000,215			1,075,869			1,257,006
	Equipment lease income			464,823			568,119			479,087
	Rental income			146,400			146,400			211,239
	Gain (loss) on sale of assets			41,686			(140,311	)		(101,657	)
	Gain on early extinguishment of debt			438,984			—			—
	Other, net			364,292			88,351			204,367
Income (loss) before income taxes and cumulative effect				5,249,317			(945,356	)		(10,168,636	)
Provision for income taxes (benefit)				2,143,610			398,320			(4,189,071	)
Income (loss) before cumulative effect of change in accounting principal, net of tax				3,105,707			(1,343,676	)		(5,979,565	)
Cumulative effect of change in accounting principle, net of tax of $196,855				(298,876	)		—			—
Net income (loss)			$	2,806,831		$	(1,343,676	)	$	(5,979,565	)

The accompanying notes are an integral part of these consolidated financial statements.

F-176

THERMAL CHICAGO CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDER’S EQUITY/(DEFICIT)

December 31, 2003, 2002, 2001

		Shares of				Additional						Total
		Common		Common		Paid-in			Accumulated			Stockholder’s
		Stock		Stock		Capital			Deficit			Equity/(Deficit)
Balance at December 31, 2000			100	$	—	$	(83,291,677	)	$	(10,883,829	)	$	(94,175,506	)
	Capital contributions		—		—		1,130,000			—			1,130,000
	Net loss		—		—		—			(5,979,565	)		(5,979,565	)
Balance at December 31, 2001			100		—		(82,161,677	)		(16,863,394	)		(99,025,071	)
	Capital contributions		—		—		535,000			—			535,000
	Debt to parent converted to equity		—		—		102,600,000			—			102,600,000
	Net loss		—		—		—			(1,343,676	)		(1,343,676	)
Balance at December 31, 2002			100		—		20,973,323			(18,207,070	)		2,766,253
	Net income		—		—		—			2,806,831			2,806,831
Balance at December 31, 2003			100		—	$	20,973,323		$	(15,400,239	)	$	5,573,084

The accompanying notes are an integral part of these consolidated financial statements.

F-177

THERMAL CHICAGO CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2003, 2002 and 2001

					2003			2002			2001
Cash flows from operating activities:
	Net income (loss)				$	2,806,831		$	(1,343,676	)	$	(5,979,565	)
	Adjustments to reconcile net income to net cash used in operating activities:
		Depreciation and amortization				3,096,363			2,697,096			2,167,377
		Amortization of debt discount				(83,931	)		(83,931	)		(83,931	)
		Accretion of asset retirement obligation				192,000			—			—
		Loss (gain) on sales/disposition of property				(41,686	)		140,311			101,657
		Gain on early extinguishment of debt				(438,984	)		—			—
		Deferred income taxes				10,981,791			14,076,000			11,192,801
		Net effect on cash flow of changes in:
			Trade receivables			182,475			(542,538	)		(4,338	)
			Receivables from affiliates			(626,207	)		(3,442,480	)		430,498
			Income tax receivable from affliate			(4,328,323	)		9,329,675			(11,383,680	)
			Prepayments and other assets			90,222			(212,363	)		(45,151	)
			Accounts payable and other accrued expenses			(2,438,874	)		752,807			(4,359,606	)
			Accrued interest on note payable to affiliate			(111,734	)		(579,133	)		438,196
			Accrued taxes			536,708			(20,843	)		(111,810	)
			Payable to affiliates			597,466			(378,652	)		598,933
			Unearned revenue			641,982			406,137			(107,466	)
			Other, net			1,517,256			(106,221	)		124,082
				Net cash provided by (used in) operating activities		12,573,355			20,692,189			(7,022,003	)
Cash flows from investing activities:
	Construction expenditures					(3,521,964	)		(17,249,129	)		(8,496,025	)
	Proceeds from sales/disposition of property					—			1,499,764			5,669,724
				Net cash used in investing activities		(3,521,964	)		(15,749,365	)		(2,826,301	)
Cash flows from financing activities:
	Capital contributions from parent					—			535,000			1,130,000
	Borrowings from parent					(10,308,302	)		(4,557,350	)		18,701,373
	Repayment of senior notes					(930,519	)		(699,592	)		(9,200,699	)
	Proceeds from equipment leases receivables					560,471			921,315			633,268
	Other					—			(37,867	)		—
				Net cash (used in) provided by financing activities		(10,678,350	)		(3,838,494	)		11,263,942
Net (decrease) increase in cash and cash equivalents						(1,626,959	)		1,104,330			1,415,638
Cash and cash equivalents at beginning of year						10,713,200			9,608,870			8,193,232
Cash and cash equivalents at end of year					$	9,086,241		$	10,713,200		$	9,608,870
Supplemental disclosure information:
	Non-cash financing activities:
		Conversion of debt to equity			$	—		$	102,600,000		$	—
		Cash paid for interest			$	3,324,281		$	5,963,829		$	20,650,502
		Cash paid for income taxes			$	—		$	—		$	—

The accompanying notes are an integral part of these consolidated financial statements.

F-178

THERMAL CHICAGO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2003, 2002 and 2001

1. The Company and Corporate Restructuring

          Thermal Chicago Corporation is a Delaware Corporation and, through its subsidiaries (collectively, the “Company”), provides district cooling and related services to offices and other buildings throughout the greater Chicago area. The subsidiaries included are Exelon Thermal Technologies, Inc. (“Thermal”), Northwind Chicago LLC (“NW Chicago”), and ETT National Power, Inc. (“ETT National Power”). ETT National Power’s sole asset is its 100% ownership interest in its wholly-owned subsidiary, Northwind Midway LLC (“Plant 6”).

          Thermal, formerly Unicom Thermal Technologies Inc., was formed on July 30, 1993. Thermal provides district cooling and related services to offices and other buildings in the central business district of Chicago.

          NW Chicago, a Delaware limited liability company, was formed on August 5, 1999 to provide district cooling and related services to offices and other buildings in the central business district of Chicago, Illinois. Operations began in May 2000.

          ETT National Power, an Illinois corporation, was formed on August 15, 1997 and is the holding company for Plant 6. ETT National Power has no other operations. Plant 6, a Delaware limited liability company, was formed on May 27, 1999 to develop, own and operate a central heating and cooling plant in Chicago, Illinois. Plant 6 began operations in March 2000.

          In a corporate restructuring effective January 1, 1998, Exelon Thermal Holdings, Inc. (“Holdings”), formerly UT Holdings Inc., was incorporated as a wholly owned subsidiary of Exelon Enterprises, Inc. (“Enterprises”) and became the parent company of Thermal, NW Chicago and ETT National Power. Thermal Chicago Corporation was formed on October 3, 2003 as a wholly owned subsidiary of Holdings. On December 11, 2003 Thermal, NW Chicago, ETT National Power and Plant 6 were contributed from Holdings to Thermal Chicago Corporation through a non-monetary transfer and was accounted for as a reorganization of entities under common control.

          On October 20, 2000, Exelon Corporation (“Exelon”) became the ultimate parent corporation of Thermal, NW Chicago, ETT National Power and Plant 6 as a result of the completion of the transactions contemplated by an Agreement and Plan of Exchange and Merger, as amended (“Merger Agreement”), among PECO Energy Company, Unicom Corporation and Exelon. Pursuant to the Merger Agreement, Unicom Corporation merged with and into Exelon (“Merger”). As a result of the merger, Thermal changed its name to Exelon Thermal Technologies, Inc. in February 2001. The Merger was accounted for using the purchase method of accounting. The purchase price has been allocated to the underlying assets purchased and liabilities assumed and the resulting stockholder’s equity/(deficit), based on their estimated fair value at the date of the Merger. As a result of the application of purchase accounting, the following adjustments to record property, plant and equipment, other receivables, deferred income taxes and senior notes at fair value and the elimination of accumulated depreciation and amortization and retained earnings/ (deficit) were recorded in Thermal’s balance sheet on October 20, 2000:

Increase (decrease) in Assets
Property, Plant & Equipment, net	$(149,529,664)
Other Receivables	(105,893)
Deferred Income Taxes	60,582,024
(Increase) decrease in Liabilities
Senior Notes	$(2,079,640)

          On December 12, 2003, Exelon and Exelon Thermal Holdings, Inc. entered into a Stock Purchase agreement with Macquarie District Energy, Inc., Macquarie District Energy Holdings, LLC and

F-179

THERMAL CHICAGO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2003, 2002 and 2001 — (Continued)

Macquarie Bank Limited to sell the Company. This transaction closed on June 30, 2004. The Company will be required to apply the purchase method of accounting as of July 1, 2004, as prescribed in SFAS No. 141.

2. Summary of Significant Accounting Policies

          References to the “FASB”, “SFAS” and “SAB” herein refer to the “Financial Accounting Standards Board,” “Statements of Financial Accounting Standards,”and the “SEC Staff Accounting Bulletin,” respectively.

Principle of Consolidation

          The accompanying consolidated financial statements include all accounts of the Company and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.

Basis of Presentation

          The consolidated financial statements for Thermal Chicago Corporation include its wholly owned subsidiaries Thermal, NW Chicago, ETT National Power from December 11, 2003 to December 31, 2003. The consolidated financial statements for Thermal Chicago Corporation prior to December 11, 2003 represent the combined results of the stand alone financial statements of Thermal, NW Chicago and ETT National Power presented on a pooling accounting basis as a result of the reorganization of the entities under common control.

          All intercompany transactions have been eliminated from the combined financial statements.

          Certain operating and administrative costs have been allocated from the parent corporation. Management believes that a reasonable basis of allocation has been used to prepare the financial statement. The consolidated financial statements include all reasonable costs to present the operating results with the representative costs of doing business.

Revenue Recognition

          In accordance with Staff Accounting Bulletin 104 Revenue Recognition, the Company recognizes revenue when: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the seller’s price to the buyer is fixed or determinable, and collectibility is reasonably assured. Revenues from cooling capacity and consumption are recognized at the time of performance of service. Cash received from customers for services to be provided in the future are recorded as unearned revenue and recognized over the expected service period on a straight-line basis.

          The following schedule provides the Company’s revenue by category:

	For Year Ended		For Year Ended		For Year Ended
Revenue Category	December 31, 2003		December 31, 2002		December 31, 2001
Capacity	$	16,051,267	$	14,661,189	$	13,230,421
Consumption		13,386,399		13,794,883		10,866,590
Other		849,273		911,060		804,390
Total Gross Revenue	$	30,286,939		29,387,132		24,901,401
Less: Credits	$	323,327	$	190,679	$	719,430
Total Net Revenues	$	29,983,812	$	29,175,453	$	24,181,971

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THERMAL CHICAGO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2003, 2002 and 2001 — (Continued)

          The Company has two major revenue categories. The first revenue category is the capacity charge, which is a monthly fixed rate agreed to in the Energy Service Agreement between the Company and the individual customer. The rate charged is designed to cover the construction and installation costs of putting the customer on the distribution network to receive heating and cooling energy. The second revenue category is for the consumption of the energy. The Company bills their customers on a monthly basis based on contractual rates applied to actual usage. The actual usage is based on a metering device at each of the customer’s physical sites.

Receivables and Credit Concentration

          Accounts receivable are uncollateralized non-interest bearing customer obligations due under normal trade terms requiring payment within 30 days from the invoice date. Accounts receivable is stated at the amount billed to the customer. Accounts receivables 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. Based on this assessment of current credit worthiness, the Company estimates the portion, if any, of the balance that will not be collected. Management also considers the need for additional general reserves and reviews its valuation allowance on a quarterly basis. At December 31, 2003 and 2002, the allowance for doubtful accounts was $88,441 and $16,862, respectively.

          For 2003 and 2002, the Company provided chilled water service to approximately 98 and 96 customers, respectively. The top ten largest customers combined comprise approximately 43% of the total operating revenues for the years ended 2003 and 2002, respectively. No customer exceeded 10% of total revenues. The customers’ contract terms range from five to twenty-five years in service.

Construction Work in Progress

          Construction work in progress includes the costs of site development and construction for customer connections not yet in service.

Property, Plant and Equipment and Depreciation

          Property, plant and equipment are stated at adjusted cost reflecting the fair market value as of October 20, 2000 in connection with purchase accounting required as part of the PECO Energy and Unicom Corporation merger. Depreciation is provided over estimated service lives on a straight-line basis. Generally, estimated lives used are remaining life of the lease for leasehold improvements, 40 years for buildings, 17 to 20 years for plant and distribution equipment, and 3 to 5 years for furniture and fixtures. Cost and related accumulated depreciation are removed from the accounts upon retirement or other disposition; any resulting gain or loss is reflected in the statement of operations.

Bank Concentration

          The Company maintains cash balances with financial institutions that at times may exceed the limits insured by the Federal Deposit Insurance Corporation.

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THERMAL CHICAGO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2003, 2002 and 2001 — (Continued)

Intangible Assets

          The Company accounts for its intangible assets pursuant to SFAS No. 142, Goodwill and Other Intangible Assets. Under SFAS 142, intangibles with definite lives continue to be amortized on a straight-line basis over the lesser of their estimated useful lives or contractual terms. Intangibles with indefinite lives are not amortized and are evaluated at least annually for impairment by comparing the asset’s estimated fair value with its carrying value, based on cash flow methodology.

          The accumulated amortization of intangibles at December 31, 2003 and 2002 is as follows:

	December 31, 2003		December 31, 2002
Accumulated Amortization	$	306,747	$	267,277

Deferred Financing Costs

          Deferred financing costs, which represent charges associated with obtaining long-term financing, are amortized on a straight-line basis over the life of the corresponding financing, commencing with the closing of the financing, and are written off when appropriate.

          The accumulated amortization of deferred finance costs at December 31, 2003 and 2002 is as follows:

	December 31, 2003		December 31, 2002
Accumulated Amortization	$	231,939	$	172,568

          Total amortization expense for the years ended December 31, 2003, 2002 and 2001 was approximately $60,000 for each year.

Income Taxes

          Deferred income taxes are recognized at presently enacted income tax rates to reflect the tax effect of temporary differences between the financial accounting and income tax bases of assets and liabilities. The resulting deferred tax liabilities and assets represent income taxes to be paid or realized in the future when the related assets and liabilities are recovered and settled, respectively.

          Plant 6 is a limited liability company and, as such, has elected to pass through income and loss to ETT National Power. ETT National Power as well as the other companies have been included in the consolidated federal and state income tax returns being filed by Exelon.

Cash and Cash Equivalents

          Temporary cash investments with an original maturity of three months or less are considered to be cash equivalents.

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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

New Accounting Pronouncements

          In 2001, the FASB issued SFAS No. 143, “Asset Retirement Obligations” (SFAS No. 143). SFAS No. 143 provides accounting requirements for retirement obligations (whether statutory, contractual,

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THERMAL CHICAGO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2003, 2002 and 2001 — (Continued)

or as a result of promissory estoppel) associated with tangible long-lived assets. The Company adopted SFAS No. 143 as of January 1, 2003.

          Adoption of SFAS No. 143 requires the recognition of an asset related to the removal obligation, which is amortized over the remaining lives of the plant. The net difference between the asset recognized and the change in the liability to reflect fair value upon adoption of SFAS No. 143 is recorded in earnings and recognized as a cumulative effect of a change in accounting principle, net of income taxes. The liability represents an obligation for the future removal of the installed plant and equipment on leased facility space on a customer site. Accretion expense accrues on this liability until such time as the obligation is satisfied. The Company also has identified retirement obligations associated with certain plant assets that have not been recorded because the fair value of such obligations can not be reasonably estimated, due primarily to the indeterminate lives of these assets.

          The adoption of SFAS No. 143 resulted in a non-cash, one-time cumulative effect of a change in accounting principle of $299,000, after income taxes of $196,855. Accretion and depreciation expense for 2003 were $192,000 and $60,000, respectively. Accretion expense is included in the cost of revenues. The recorded asset retirement obligations are subject to continued refinement based on the assumptions and interpretation at the time of adopting the standard, including the determination of the credit-adjusted risk-free rate.

          The following table provides a reconciliation of the ARO reflected on the Company’s balance sheet at December 31, 2003:

Asset retirement obligation at January 1, 2003	$	2,043,000
Accretion expense for the year ended December 31, 2003		192,000
Asset retirement obligation at December 31, 2003	$	2,235,000

          The following pro forma financial information has been prepared to give effect to the adoption of SFAS No. 143 as if it had been applied during all periods presented:

	For the Year			For the Year
	Ended			Ended
	December 31, 2002			December 31, 2001
Reported net loss	$	(1,343,676	)	$	(5,979,565	)
Pro forma adjustments to reflect retroactive adoption of SFAS No. 143		(299,000	)		(206,000	)
Pro forma net loss	$	(1,642,676	)	$	(6,185,565	)

          The following table presents the ARO that would have been included on the Company’s Balance Sheets if SFAS No. 143 had been applied during all periods presented:

	For the Year
	Ended
	December 31, 2002
Pro forma balance, beginning of year	$	1,867,000
Accretion expense		176,000
Pro forma balance, end of year	$	2,043,000

          In 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (SFAS No. 144). The Company adopted SFAS No. 144 on January 1, 2002. SFAS No. 144 establishes accounting and reporting standards for both the impairment and disposal of long-lived assets. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001, and its

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THERMAL CHICAGO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2003, 2002 and 2001 — (Continued)

provisions are generally applied prospectively. The adoption of SFAS No. 144 had no effect on the Company’s reported financial position, results of operations or cash flows.

          In November 2002, the FASB issued FIN No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, including Indirect Guarantees of Indebtedness of Others.” As required by FIN No. 45, the Company adopted the disclosure requirements on December 31, 2002. On January 31, 2003, the Company adopted the initial recognition and measurement provisions for guarantees issued or modified after December 31, 2002. The adoption of the recognition and measurement provisions did not have any impact on the financial statements.

          In May 2003, the FASB issued EITF No. 01-08, “Determining Whether an Arrangement Contains a Lease (EITF No. 01-08).” In this abstract the Task Force reached a consensus on determining whether an arrangement contains a lease within the scope of SFAS No. 13, “Accounting for Leases” (SFAS No. 13). EITF No. 01-08 applies to arrangements agreed or committed to, modified, or acquired in business combinations initiated after May 28, 2003. The Company adopted EITF No. 01-08 for purposes of determining if an arrangement contains a lease within the scope of SFAS No. 13. The Company will continue to review arrangements agreed to, modified, or acquired in business combinations on an ongoing basis under the provisions of EITF No. 01-08.

Financial Instruments

          The carrying amounts of cash and cash equivalents, accounts receivable, other receivables, lease receivables, accounts payable, and accrued expenses approximate fair value because of the short maturity of these instruments. At December 31, 2003 and 2002, the estimated fair value of the NW Chicago’s Senior Notes and Plant 6’s Senior Notes were $45,625,000 and $42,726,000, respectively.

          Certain estimates and judgments were required to develop the fair value amounts. The fair value amounts are not necessarily indicative of the amounts the Company would realize upon disposal nor do they indicate the Company’s intent or ability to dispose of the financial instrument.

Segment Information

          The Company operates in a single segment as a provider of cooling, heating and related services to offices and other buildings in the greater metro Chicago area. Macquarie District Energy, Inc. does not have a chief operating decision maker at this time using specific information to manage the operations on a segment basis. When the Company establishes this position it will evaluate its segment disclosures.

Comprehensive Income

          The Company currently does not have any elements of comprehensive income.

Asset Impairment

          An impairment in the carrying value of an asset is recognized whenever anticipated future cash flows (undiscounted) for an asset is estimated to be less than its carrying value. The amount of the impairment recognized is the difference between the carrying value of the asset and its fair value.

3. Senior Notes Payable and Long-Term Note Payable

          Under an arrangement with Holdings, Thermal may borrow an aggregate principal amount of $125,000,000 from Holdings at an interest rate that approximates LIBOR plus a margin ranging from 50 to 130 basis points. Although the agreement has no stated expiration date, Holdings has represented to

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THERMAL CHICAGO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2003, 2002 and 2001 — (Continued)

management that it does not intend to terminate this agreement within the next 12 months. For the years ended December 31, 2003, 2002 and 2001, Thermal had approximately $58,055,000, $68,363,000 and $72,959,000 of outstanding borrowings, respectively. The outstanding balance was converted to equity during April 2004, in anticipation of the sale of the Company, which occurred of June 30, 2004.

          Total interest and costs incurred on the borrowings aggregated approximately $1,317,000, $2,250,000 and $4,556,000 for the years ended December 31, 2003, 2002 and 2001, respectively. The effective interest rate for 2003, 2002 and 2001 was 1.72%, 2.28% and 4.70%, respectively.

          In July 2000, Thermal entered into a Promissory Note with Holdings to issue an aggregate principal amount of $115,800,000 of 7.38% Notes due May 30, 2012 (the “7.38% Notes”). Principal and interest are payable semiannually. On April 1, 2002, the balance of this Promissory Note was converted from debt to equity.

          For the years ended December 31, 2003, 2002 and 2001, total interest incurred on the 7.38% Notes was approximately $0, $1,893,000 and $8,003,000, respectively.

          For the years ended December 31, 2003, 2002 and 2001, the Company paid approximately $0, $2,566,000 and $17,226,000, respectively, for interest on the 7.38% Notes.

          In May 2000, NW Chicago entered into a Note Purchase Agreement to issue an aggregate principal amount of $28,000,000 of 9.09% Senior Notes due January 31, 2020 (“Senior Notes”). Interest is payable quarterly and quarterly principal payments began April 30, 2002.

          Principal payments over the next five years and thereafter aggregate to approximately:

Year	Principal Payment
2004	$	762,000
2005	$	834,000
2006	$	913,000
2007	$	998,000
2008	$	1,092,000
Thereafter	$	22,221,000
Total	$	26,820,000

          The unsecured Senior Notes, having equal aggregate payments of principal and interest due quarterly through June 2023, contain certain restrictive covenants. Exelon has guaranteed NW Chicago’s payments under the Note Purchase Agreement. During 2001, Exelon began charging NW Chicago fees of 0.50% on the outstanding guarantee. Under this arrangement, NW Chicago paid approximately $139,000, $113,000 and $113,000 in guarantee fees for the years ended December 31, 2003, 2002 and 2001, respectively, which is included in interest expense.

          For the years ended December 31, 2003, 2002 and 2001 total interest expense on the Senior Notes was approximately $2,467,000, $2,527,000 and $2,545,000, respectively. Total interest paid for the years ended December 31, 2003, 2002 and 2001 on the Senior Notes was approximately $2,478,000, $2,534,000 and $2,545,000, respectively.

          The unamortized debt premium associated with these Senior Notes was $1,527,093 and $1,621,965 at December 31, 2003 and 2002, respectively.

F-185

THERMAL CHICAGO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2003, 2002 and 2001 — (Continued)

          The following table summarizes the Company’s long term debt at December 31, 2003 and 2002:

	2003			2002
Senior Note — NW Chicago	$	26,820,131		$	27,516,970
Unamortized Premium		1,527,093			1,621,965
Senior Note — Plant 6		10,872,059			11,105,739
Unamortized Discount		(213,990	)		(224,931	)
Total Debt		39,005,293			40,019,743
Less Current Portion		39,005,293			930,519
Long Term Note Payable	$	—		$	39,089,224

          In June 1999, Plant 6 entered into a Note Purchase Agreement to issue an aggregate principal amount of $11,523,000 of 7.68% Senior Notes due June 30, 2023 (“Senior Notes Plant 6”). Principal and interest are payable quarterly, with principal payments beginning March 31, 2002. Principal payments over the next five years and thereafter aggregate to approximately:

Year	Principal Payment
2004	$	252,000
2005	$	272,000
2006	$	294,000
2007	$	317,000
2008	$	342,000
Thereafter	$	9,395,000
Total	$	10,872,000

          As of December 31, 2003, 2002 and 2001, $10,872,000, $11,106,000 and $11,323,000, respectively, of the notes were outstanding. For the years ended December 31, 2003, 2002 and 2001, total interest incurred and paid on the Senior Notes Plant 6 was approximately $846,000, $863,000 and $879,000, respectively.

          Plant 6’s ultimate parent corporation, Exelon, guarantees the Senior Notes Plant 6 and charges Plant 6 fees at a rate of 0.50% on the outstanding balance under this guarantee. Under this agreement, Plant 6 paid approximately $63,200, $51,500 and $56,000 for the years ended December 31, 2003, 2002 and 2001, respectively, for the guarantee, which is recorded as interest expense.

          The unamortized debt discount associated with these Senior Notes Plant 6 was $213,990 and $224,931 at December 31, 2003 and 2002, respectively.

4. Operating Lease Transactions

          In December 1993, the Company became a lessee to an operating lease for land (the “Ground Lease”) on which it has constructed a district cooling plant. The Ground Lease has an initial term of 50 years with an optional renewal term of an additional 49 years. Future minimum rental payments, net of

F-186

THERMAL CHICAGO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2003, 2002 and 2001 — (Continued)

executory costs, at December 31, 2003, under the Ground Lease total approximately $11,045,000 as follows:

2004	$	168,000
2005		201,000
2006		201,000
2007		201,000
2008		201,000
Thereafter		10,073,000
Total	$	11,045,000

          Exelon has guaranteed Thermal’s payments and performance under the Ground Lease. During 2001 through June 30, 2003, Exelon charged Thermal fees of 0.50% on the outstanding guarantees. Under this arrangement, Thermal paid approximately $0, $44,000 and $44,000 in guarantee fees for each of the years ended December 31, 2003, 2002 and 2001, respectively.

          As of December 31, 2003, the Company leased space in three buildings that are used to house district cooling and heating facilities. Generally, the leases have initial terms of 17 to 20 years and optional renewal terms. Future minimum rentals at December 31, 2003 for these leases total approximately $12,996,000, including approximately $980,250 in each of the years 2004 through 2008 and approximately $8,095,000 in 2009-2018.

          For the years ended December 31, 2003, 2002 and 2001, the Company recorded approximately $1,167,000, $1,153,000 and $1,038,000, respectively, of operating lease expense.

          Thermal also acts as the lessor under an operating lease of retail space at Thermal’s first district cooling plant. The lease began in 1996 and has an initial term of ten years, with four additional five-year renewal terms at the option of the lessee. Future minimum rentals to be received by Thermal total $292,800, including approximately $146,400 in each of the years 2004 and 2005.

5. Direct Financing Lease Transactions

          The Company has entered into energy service agreements containing provisions to lease certain equipment to customers. Under these agreements, title to the leased equipment will transfer to the customer at the end of the lease terms, which range from 5 to 25 years. The lease agreements are accounted for as direct financing leases. The components of the net investment in direct financing equipment leases at December 31, 2003, 2002 and 2001 are as follows:

		December 31, 2003		December 31, 2002
Minimum lease payments receivable		$	31,682,799	$	33,582,983
Less unearned financing lease income			16,121,911		17,518,083
Net investment in direct financing leases		$	15,560,888	$	16,064,900
Equipment Leases:
	Current portion	$	482,643	$	455,826
	Long-term portion		15,078,245		15,609,074
		$	15,560,888	$	16,064,900

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THERMAL CHICAGO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2003, 2002 and 2001 — (Continued)

          Unearned financing lease income is recognized over the terms of the leases. Future direct-financing minimum lease payments to be received by the Company total approximately $31,683,000 as follows:

2004	$	2,002,000
2005		1,698,000
2006		1,698,000
2007		1,672,000
2008		1,655,000
Thereafter		22,958,000
Total	$	31,683,000

6. Property, Plant and Equipment

          The components of property and equipment are as follows:

		2003			2002
Property, plant and equipment
	Land	$	1,416,637		$	1,416,637
	Leasehold improvements		60,864			60,864
	Building		17,218,342			17,199,027
	Property held for future use		1,278,675			1,164,832
	Plant and distribution equipment		65,072,344			61,833,079
	Furniture and fixtures		301,492			285,041
	Construction in progress		402,465			344,832
			85,750,819			82,304,312
	Less: accumulated depreciation		(8,662,163	)		(5,725,325	)
Net property, plant and equipment		$	77,088,656		$	76,578,987

          In a 1996 transaction, the Company sold interconnection equipment of approximately $1,001,000 for total proceeds of $1,177,000, of which $520,000 was received in 1996, $73,000 was received in each of the years 1997 through 2003 and $146,000 will be received in the period 2004 to 2005. As of December 31, 2003, the Company has recorded approximately $68,000 and $64,000 to reflect the current and noncurrent portions, respectively, of the present value of the future proceeds.

          For the years ended December 31, 2003, 2002, and 2001, the Company recorded approximately $2,997,522, $2,561,360, and $2,031,641, respectively, of depreciation expense.

F-188

THERMAL CHICAGO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2003, 2002 and 2001 — (Continued)

7. Income Taxes

          The income tax provision (benefit) consisted of the following for the years ended December 31, 2003, 2002 and 2001 (in thousands):

		2003			2002			2001
Current income taxes
	Federal	$	(7,260	)	$	(11,649	)	$	(12,536	)
	State		(1,578	)		(2,029	)		(2,846	)
			(8,838	)		(13,678	)		(15,382	)
Deferred income taxes
	Federal		8,979			12,780			9,126
	State		2,003			1,296			2,067
			10,982			14,076			11,193
Total income tax provision (benefit)		$	2,144		$	398		$	(4,189	)

          The difference between the actual provision for income taxes from continuing operations and the “expected” provision (benefit) for income taxes computed by applying the U.S. federal corporate tax rate of 35% to income from continuing operation before taxes is attributable to the following (in thousands):

	2003			2002			2001
Provision for federal income taxes at statutory rate	$	1,837		$	(331	)	$	(3,559	)
State income taxes, net of federal tax benefit		380			(68	)		(736	)
Other		(73	)		797			106
Provision for income taxes (benefit)	$	2,144		$	398		$	(4,189	)

          The Company was included in the consolidated federal and state income tax returns filed by its parent for tax year ended December 31, 2003, 2002 and 2001. Current and deferred taxes of the consolidated group were allocated to the Company as if the Company filed separate federal and state income tax returns.

          Based on its tax sharing arrangement with its parent, the Company expects to fully realize the benefits of its federal and state income tax net operating losses and has, therefore, recorded such benefits as a current income tax receivable as of December 31, 2003, 2002 and 2001.

F-189

THERMAL CHICAGO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2003, 2002 and 2001 — (Continued)

          The components of the net deferred income tax assets and liabilities at December 31, 2003 and 2002 are as follows:

		2003			2002
Deferred tax assets
	Unearned revenue	$	568		$	856
	Deferred compensation		108			108
	Revaluation of Assets		64,064			64,410
	Gain on sale of property		2,207			3,478
	Lease transaction costs		1,949			1,949
	Debt discounts and premiums		706			740
	FASB 143		589
	Other Assets		407			367
	Total deferred tax assets		70,598			71,908
Deferred tax liabilities
	Tax depreciation in excess of book		76,272			67,771
	Difference in lease basis		2,786			2,337
	Intangibles		334			349
	Other liabilities (net)		377			428
	Total deferred tax liabilities		79,769			70,885
Net deferred income tax (liabilities) assets		$	(9,171	)	$	1,023

          Deferred income taxes reflect the impact of temporary differences between amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws. A valuation allowance is provided for deferred taxes if it is more likely than not that these items will either expire before the Company is able to realize their benefit or that future deductibility is uncertain. There is no valuation allowance recorded because, in Management’s judgment, it is more likely than not that all deferred tax assets will be realized.

8. Other Related Party Transactions

          On March 12, 1997, the Illinois Commerce Commission approved an Affiliated Interests Agreement (“Agreement”) dated as of December 4, 1995, covering Commonwealth Edison Company (“ComEd”), a wholly owned subsidiary of Exelon, and other Exelon affiliates including the Company. The Agreement governs transactions for providing facilities, services and asset transfers between ComEd and various Exelon entities. Beginning in 1998, ComEd began billing Exelon Thermal Development, Inc. (“ETD”), another wholly owned subsidiary of Holdings, for these services provided to Holdings and its affiliates. During 2003, 2002 and 2001, ComEd billed Thermal approximately $0, $12,000 and $148,000, respectively, directly for costs under this agreement.

          For the years ended December 31, 2003, 2002 and 2001, the Company incurred costs for the purchase of electricity from two related entities, ComEd and Exelon Energy. Electric purchases from ComEd for the years ended December 31, 2003, 2002 and 2001 were approximately $4,800,000, $2,300,000 and $7,070,000, respectively, while purchases for the same years from Exelon Energy were approximately $1,000,000, $4,700,000 and $0, respectively. At December 31, 2003, 2002 and 2001,

F-190

THERMAL CHICAGO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2003, 2002 and 2001 — (Continued)

approximately $86,000, $23,000 and $130,000, respectively, was payable to ComEd and approximately $14,000, $27,000 and $0, respectively, was payable to Exelon Energy.

          During 2001, the Company converted debt, payable to Holdings, of $102,600,000 to equity.

          Management is of the opinion that the aforementioned transactions have been recorded at amounts substantially equivalent to those that would have been recorded if the affiliates were not related.

9. Intangible Asset

          The Company entered into an arrangement with NPEG Development Corporation (“NPEG”) to purchase NPEG’s ownership rights to the operational results of a customer contract. The arrangement has been reflected as the purchase of an intangible asset-customer contract and an associated liability of approximately $1,145,000. The Company began amortizing the current balance of this intangible asset over approximately 23 years representing the expected life of the customer contract.

          In March 2003, ETT National Power and NPEG agreed to a full prepayment of the remaining quarterly payments. Exelon Thermal Development, an affiliated company, made a cash payment of $655,000, representing an 18% present value discount, to NPEG for full settlement of this obligation. As a result of this transaction, ETT National Power recorded a payable to Exelon Thermal Development for $655,000.

          In settling this obligation at a discount, Thermal recorded a gain of approximately $439,000 which is reflected as a gain on extinguishment of debt on the consolidated statement of operations.

10. Long-Lived Intangible Assets

Intangible Assets

          Amortization expense for the years ended December 31, 2003, 2002 and 2001 were $39,470, $76,365 and $76,635 respectively. Future amortization for each of the years ending through December 31, 2007 approximates $157,872.

11. Commitments and Contingencies

          The Company has forecasted capital expenditures for the year 2004 of approximately $1 million, primarily relating to maintenance expenditures and customer connections. As of December 31, 2003, the Company’s purchase commitments, primarily related to such construction, were approximately $62,000.

          On September 28, 1994, Thermal entered into a District Cooling System Use Agreement (“Use Agreement”) with the City of Chicago for an initial term of 20 years. Under the Use Agreement, Thermal may install piping under the City’s streets from its district cooling facilities to customers’ buildings. Thermal executed a surety bond in the amount of $5 million, which is conditioned upon Thermal’s performance and discharge of its obligations under the Use Agreement. The surety bond automatically renews annually unless the Surety Company provides notice of non-renewal to the City of Chicago. Exelon guarantees the surety bond. This guarantee was cancelled on June 30, 2004 as a result of the Company being sold on June 30, 2004.

          Exelon also has guaranteed certain amounts that may be owed by the Company in connection with several other of its district cooling projects in a total amount aggregating $100,000. As a result of the Company being sold on June 30, 2004, the guarantee was cancelled effective June 30, 2004.

          The Company has entered into long-term service agreements with its customers, usually ten to twenty years, where the Company has agreed to provide a service of cooling and heating at customer

F-191

THERMAL CHICAGO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2003, 2002 and 2001 — (Continued)

premises. As the agreement calls for timely payment for services provided, the Company can cease service for non-payment.

12. Change in Accounting Estimate

          Effective January 1, 2002, Thermal changed its accounting estimates related to the depreciation of energy transfer stations. Previously, these assets, whether in customer buildings or in Thermal’s plants, were in one class and depreciated over 20 years. The change principally applies to energy transfer stations in customer buildings. The useful lives of these assets now equal the remaining term of the associated chilled water service agreements. This change was made to more accurately reflect the estimated periods during which such assets will remain in service. The change had the effect of increasing depreciation expense by approximately $104,000.

13. City of Chicago Use Agreement

          Our district energy business is not subject to specific government regulation, but our downtown Chicago operations are operated subject to the terms of a Use Agreement with the City of Chicago. The Use Agreement establishes the rights and obligations of our district energy business with the City of Chicago for the utilization of certain public ways of the City of Chicago for the operation of the district cooling system in downtown Chicago. Under the Use Agreement, our district energy business has a non-exclusive right to construct, install, repair, operate and maintain the plants and facilities essential in providing district cooling chilled water and related air conditioning service to customers. The principal provisions of this agreement are summarized below:

• our district energy business is required to pay annual compensation to the City of Chicago for the right to use the public ways in the amount of the greater of (i) $552,000 or (ii) 3% of the total revenue related to the operation, lease, exchange or use of our district cooling system, subject to the City of Chicago’s right to adjust compensation every five years. If the compensation rate is adjusted to exceed 4% of total revenue then our district energy business has certain dispute rights, including arbitration, to dispute the rate increase. Our district energy business also pays certain surcharges for our use of the City of Chicago’s tunnels;

• the City of Chicago retains the right to use the public ways for a public purpose and may request that our district energy business remove, modify, replace or relocate its facilities at its expense;

• post a surety bond or provide a letter of credit in the amount of $5,000,000 to ensure our performance obligations;

• the City of Chicago has the right to contract with our district energy business and its affiliates for the provision of a chilled water service under no less favorable than the most advantageous terms and conditions offered to and accepted by any other customers of our district energy business in similar or identical transactions;

• any expansion of our district energy system’s plants and facilities requires approval by ordinance of the City Council of Chicago; and

• a prior approval of the City Council of Chicago will be required in the event of a change in control or any transfer or assignment of the Use Agreement.

          The Use Agreement expires on December 31, 2020. Any proposed renewal, extension or modification of the Use Agreement will be subject to the approval by the City Council of Chicago. Prior to the expiration date, the agreement may be terminated by the City of Chicago for uncured material

F-192

THERMAL CHICAGO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2003, 2002 and 2001 — (Continued)

breaches of its terms and conditions by our district energy business. If our district energy business installs any facilities that are not properly authorized under the Use Agreement or if the district cooling system does not conform with the standards of general applicability of the City of Chicago, the City of Chicago also may impose upon our district energy business liquidated damages in the amount of $6,000 per day if we fail to remove, modify, replace or relocate its facilities when requested by the City of Chicago.

14. Sale of Business

          On December 12, 2003, Exelon and Exelon Thermal Holdings, Inc. entered into a Stock Purchase Agreement with Macquarie District Energy, Inc., Macquarie District Energy Holdings, LLC and Macquarie Bank Limited to sell the Company. This transaction closed on June 30, 2004.

F-193

THERMAL CHICAGO CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS

June 30, 2004 and December 31, 2003

			June 30,			December 31,
			2004			2003
			(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents		$	1,977,025		$	9,086,241
	Accounts receivable, net			3,426,464			1,763,419
	Income tax receivable from affiliates			—			11,454,484
	Receivables due from affiliates			5,813			5,547,045
	Prepaid expenses and other current assets			414,938			631,370
	Equipment lease receivables			480,983			482,643
		Total current assets		6,305,223			28,965,202
Property, plant and equipment, net				76,211,891			77,088,656
Other assets:
	Equipment lease receivable			14,788,065			15,078,245
	Intangible asset, net			818,994			838,729
	Deferred financing costs, net			—			1,006,686
		Total other assets		15,607,059			16,923,660
TOTAL ASSETS			$	98,124,173		$	122,977,518
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
	Accounts payable and other accrued expenses		$	2,069,321		$	1,803,876
	Accrued interest and current portion of note payable to parent			—			58,500,064
	Accrued taxes			1,032,622			1,655,677
	Current portion of unearned revenue			211,582			211,582
	Payables to affiliates			—			2,262,165
	Current portion of note payable			—			39,005,293
		Total current liabilities		3,313,525			103,438,657
Noncurrent liabilities:
	Long-term portion of unearned revenue			1,938,539			2,044,330
	Deferred income taxes			10,608,812			9,170,550
	Other long-term liabilities			2,978,553			2,750,897
		Total noncurrent liabilities		15,525,904			13,965,777
Commitments and contingencies				—			—
Stockholder’s Equity
	Common stock			—			—
	Paid in capital			98,508,443			20,973,323
	Accumulated earnings/(deficit)			(19,223,699	)		(15,400,239	)
		Total stockholder’s equity		79,284,744			5,573,084
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY			$	98,124,173		$	122,977,518

The accompanying notes are an integral part of these consolidated condensed financial statements.

F-194

THERMAL CHICAGO CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

For the Six Months Ended June 30, 2004 and 2003

		Six Months Ended
		June 30,
		2004			2003
		(Unaudited)
Revenue		$	14,105,861		$	12,616,697
	Cost of revenue		8,950,768			7,886,329
	Gross Profit		5,155,093			4,730,368
Operating expenses:
	General and administrative		2,129,408			1,100,697
	Amortization		49,420			49,420
Operating Profit			2,976,265			3,580,251
Other income (expense):
	Interest expense		(12,334,743	)		(2,534,218	)
	Interest income		487,504			507,952
	Equipment lease income		224,290			235,235
	Rental income		73,200			73,200
	Gain on elimination of debt, net		1,985,174			—
	Gain on early extinguishment of debt, net		—			438,984
	Acceleration of debt premium/discount		1,313,103			41,966
	Gain on sale of assets		—			41,828
	Other, net		10,337			10,336
Income (loss) before income taxes and cumulative effect			(5,264,870	)		2,395,534
Provision for income taxes, (benefit)			(1,441,410	)		1,261,824
Income (loss) before cumulative effect of change in accounting principle, net of tax			(3,823,460	)		1,133,710
Cumulative effect of change in accounting principal, net of tax of $196,855			—			(298,876	)
Net (loss) income		$	(3,823,460	)	$	834,834

The accompanying notes are an integral part of these consolidated condensed financial statements.

F-195

THERMAL CHICAGO CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2004 and 2003

				Six Months Ended
				June 30,
				2004			2003
				(Unaudited)
Cash flows from operating activities:
	Net income (loss)			$	(3,823,460	)	$	834,834
	Adjustments to reconcile net income to net cash used in operating activities:
	Depreciation and amortization				1,588,688			1,530,347
	Gain on sale of assets				—			(41,828	)
	Acceleration of debt premium/discount				(1,313,103	)		(41,966	)
	Accretion of asset retirement obligation				102,591			95,942
	Gain on elimination of debt				1,985,174			—
	Gain on early extinguishment of debt				—			438,984
	Deferred income taxes				1,438,262			4,588,562
	Net effect on cash flow of changes in:
		Trade receivables			(1,663,045	)		(1,618,273	)
		Receivables from affiliates			4,033,432			(1,247,809	)
		Income tax receivable from affiliate			2,430,855			4,983,500
		Prepayments and other assets			216,432			380,312
		Accounts payable and other accrued expenses			265,445			(1,242,256	)
		Accrued interest on note payable to affiliate			(445,042	)		112,095
		Accrued taxes			(623,055	)		271,080
		Payable to affiliates			(2,262,165	)		597,599
		Unearned revenue			(105,791	)		747,324
		Other, net			125,065			1,605,244
			Net cash (used in) provided by operating activities		(2,020,065	)		11,115,723
Cash flows from investing activities:
	Construction expenditures				(692,189	)		(2,721,976	)
			Net cash used in investing activities		(692,189	)		(2,721,976	)
Cash flows from financing activities:
	Payment of long-term notes to affiliate				(4,860,187	)		(9,071,183	)
	Net proceeds from capital investment				35,878,401			—
	Prepayment of Senior Notes				(35,707,016	)		(455,209	)
	Proceeds from equipment leases receivables				291,840			400,211
			Net cash used in financing activities		(4,396,962	)		(9,126,181	)
Net decrease in cash and cash equivalents					(7,109,216	)		(732,434	)
Cash and cash equivalents at beginning of year					9,086,241			10,713,200
Cash and cash equivalents at end of year				$	1,977,025		$	9,980,766
Supplemental disclosure information:
	Non-cash financing activities:
		Conversion of debt to equity		$	53,194,835		$	102,600,000
		Return of capital to parent			1,956			—
		Conversion of intercompany accounts — net			1,507,799			—
		Conversion of income tax receivables			9,023,629			—
				$	63,728,219		$	102,600,000
		Cash paid for interest:		$	1,612,700		$	1,669,600
		Cash paid for income taxes:		$	—		$	—

The accompanying notes are an integral part of these consolidated condensed financial statements.

F-196

THERMAL CHICAGO CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

June 30, 2004 and 2003

1. The Company and Corporate Restructuring

          Thermal Chicago Corporation is a Delaware Corporation and, through its subsidiaries (collectively, the “Company”), provides district cooling and related services to offices and other buildings throughout the greater Chicago area. The subsidiaries included are Exelon Thermal Technologies, Inc. (“Thermal”), Northwind Chicago LLC (“NW Chicago”), and ETT National Power, Inc. (“ETT National Power”). ETT National Power’s sole asset is its 100% ownership interest in its wholly owned subsidiary, Northwind Midway LLC (“Plant 6”).

          Thermal Chicago Corporation was formed on October 3, 2003. On December 11, 2003, Thermal, NW Chicago, ETT National Power and Plant 6 were contributed from their former parent Exelon Thermal Holdings, Inc. (“Holdings”) to Thermal Chicago Corporation through a non-monetary transfer that was accounted for as a reorganization of entities under common control.

          On December 12, 2003, Exelon and Exelon Thermal Holdings, Inc. entered into a Stock Purchase agreement with Macquarie District Energy, Inc., Macquarie District Energy Holdings, LLC and Macquarie Bank Limited to sell the Company. This transaction closed on June 30, 2004.

2. Summary of Significant Accounting Policies

          References to the “FASB”, “SFAS” and “SAB” herein refer to the “Financial Accounting Standards Board,” “Statements of Financial Accounting Standards,” and the “SEC Staff Accounting Bulletin,” respectively.

Revenue Recognition

          Revenues from cooling capacity and consumption are recognized at the time of performance of service. Cash received from customers for services to be provided in the future are recorded as unearned revenue and recognized over the expected service period on a straight-line basis.

Receivables and Credit Concentration

          Accounts receivable are uncollateralized non-interest bearing 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. Accounts receivables 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. Based on this assessment of current creditworthiness, the Company estimates the portion, if any, of the balance that will not be collected. Management also considers the need for additional general reserves and reviews its valuation allowance on a quarterly basis.

          For 2004, Chicago Operations provided chilled water service to approximately 99 customers. The top ten largest customers combined comprise approximately 43% of the total operating revenues. The customers contract terms range from five to twenty-five years in service.

F-197

THERMAL CHICAGO CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

June 30, 2004 and 2003

Construction Work in Progress

          Construction work in progress includes the costs of site development and construction for customer connections not yet in service.

Principle of Consolidation

          The accompanying consolidated financial statements include all of the Company and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.

Basis of Presentation

          The consolidated condensed financial statements for Thermal Chicago Corporation include its wholly owned subsidiaries Thermal, NW Chicago and ETT National Power from December 11, 2003 to December 31, 2003. The consolidated financial statements for Thermal Chicago Corporation prior to December 11, 2003 represent the combined results of the stand-alone financial statements of Thermal, NW Chicago and ETT National Power presented on a pooling accounting basis as a result of the reorganization of the entities under common control.

          All intercompany transactions have been eliminated from the combined financial statements.

          Certain operating and administrative costs have been allocated from the parent corporation. Management believes that a reasonable basis of allocation has been used to prepare the financial statements. The consolidated condensed financial statements include all reasonable costs to present the operating results with the representative costs of doing business.

Property, Plant and Equipment and Depreciation

          Property, plant and equipment are stated at cost. Depreciation is provided over estimated service lives on a straight-line basis. Generally, estimated lives used are remaining life of the lease for leasehold improvements, 40 years for buildings, 17 to 20 years for plant and distribution equipment, and 3 to 5 years for furniture and fixtures. Cost and related accumulated depreciation are removed from the accounts upon retirement or other disposition; any resulting gain or loss is reflected in the consolidated condensed statement of operations.

Bank Concentration

          The Company maintains cash balances with financial institutions that at times may exceed the limits insured by the Federal Deposit Insurance Corporation.

Intangible Assets

          The Company accounts for its intangible assets pursuant to SFAS No. 142, Goodwill and Other Intangible Assets. Under SFAS 142, intangibles with definite lives continue to be amortized on a straight-line basis over the lesser of their estimated useful lives or contractual terms. Intangibles with indefinite lives are not amortized and are evaluated at least annually for impairment by comparing the asset’s estimated fair value with its carrying value, based on cash flow methodology.

F-198

THERMAL CHICAGO CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

June 30, 2004 and 2003

Deferred Financing Costs

          Deferred financing costs, which represent charges associated with obtaining long-term financing, are amortized on a straight-line basis over the life of the corresponding financing, commencing with the closing of the financing and are written off when appropriate. Costs associated with financing arrangements that are abandoned are written off in the period the potential financing effort is discontinued.

Income Taxes

          Deferred income taxes are recognized at presently enacted income tax rates to reflect the tax effect of temporary differences between the financial accounting and income tax bases of assets and liabilities. The resulting deferred tax liabilities and assets represent income taxes to be paid or realized in the future when the related assets and liabilities are recovered and settled, respectively.

          Plant 6 is a limited liability company and, as such, has elected to pass through income and loss to ETT National Power. ETT National Power as well as the other companies have been included in the consolidated federal and state income tax returns being filed by Exelon.

Cash and Cash Equivalents

          Temporary cash investments with an original maturity of three months or less are considered to be cash equivalents.

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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

New Accounting Pronouncements

          In 2001, the FASB issued SFAS No. 143, “Asset Retirement Obligations” (SFAS No. 143). SFAS No. 143 provides accounting requirements for retirement obligations (whether statutory, contractual, or as a result of promissory estoppel) associated with tangible long-lived assets. The Company adopted SFAS No. 143 as of January 1, 2003.

          Adoption of SFAS No. 143 changes the accounting for the removal of Thermal’s plant from leased property and requires the recognition of an asset related to the removal obligation, which is amortized over the remaining lives of the plant. The net difference between the asset recognized and the change in the liability to reflect fair value upon adoption of SFAS No. 143 is recorded in earnings and recognized as a cumulative effect of a change in accounting principle, net of income taxes. The liability represents an obligation for the future removal of the installed plant and equipment on leased facility space on a customer site. Accretion expense accrues on this liability until such time as the obligation is satisfied. The Company also has identified retirement obligations associated with certain plant assets that have not been recorded because the fair value of such obligations can not be reasonably estimated, due primarily to the indeterminate lives of these assets.

F-199

THERMAL CHICAGO CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

June 30, 2004 and 2003

          The adoption of SFAS No. 143 resulted in a non-cash, one-time cumulative effect of a change in accounting principle of $299,000, after income taxes of $196,855. Accretion expense for the six months ended June 30, 2004 and 2003 was $102,591 and $95,942, respectively, and depreciation expense for the six months ended June 30, 2004 and 2003 was $22,668 and $30,089, respectively. These impacts are based on the Company’s current interpretation of SFAS No. 143 and are subject to continued refinement based on the finalization of assumptions and interpretation at the time of adopting the standard, including the determination of the credit-adjusted risk-free rate.

          The following table provides a reconciliation of the ARO reflected on the Company’s balance sheet at June 30:

	2004		2003
Asset retirement obligation at January 1	$	2,138,942	$	2,043,000
Accretion expense for the six months ended June 30		102,591		95,942
Asset retirement obligation at June 30	$	2,241,533	$	2,138,942

          In 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (SFAS No. 144). The Company adopted SFAS No. 144 on January 1, 2002. SFAS No. 144 establishes accounting and reporting standards for both the impairment and disposal of long-lived assets. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001 and its provisions are generally applied prospectively. The adoption of SFAS No. 144 had no effect on the Company’s reported financial position, results of operations or cash flows.

          In November 2002, the FASB issued FIN No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, including Indirect Guarantees of Indebtedness of Others.” As required by FIN No. 45, we adopted the disclosure requirements on December 31, 2002. On January 31, 2003, the Company adopted the initial recognition and measurement provisions for guarantees issued or modified after December 31, 2002. The adoption of the recognition and measurement provisions did not have any impact on the financial statements.

          In May 2003, the FASB issued EITF No. 01-08, “Determining Whether an Arrangement Contains a Lease (EITF No. 01-08).” In this abstract the Task Force reached a consensus on determining whether an arrangement contains a lease within the scope of SFAS No. 13, “Accounting for Leases” (SFAS No. 13). EITF No. 01-08 applies to arrangements agreed or committed to, modified, or acquired in business combinations initiated after May 28, 2003. The Company adopted EITF No. 01-08 for purposes of determining if an arrangement contains a lease within the scope of SFAS No. 13. The Company will continue to review arrangements agreed to, modified, or acquired in business combinations on an ongoing basis under the provisions of EITF No. 01-08.

Financial Instruments

          The carrying values of accounts receivable, other receivables, lease receivables, accounts payable, and accrued expenses approximate their fair values. The carrying values of the Company’s long-term debt approximate their fair values based upon a comparison of the interest rate and terms of such debt to the rates and terms of debt currently available to the Company.

F-200

THERMAL CHICAGO CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

June 30, 2004 and 2003

Segment Information

          The Company operates in a single segment as a provider of cooling, heating and related services to offices and other buildings in the greater metro Chicago area. Macquarie District Energy, Inc. does not have a chief operating decision maker at this time using specific information to manage the operations on a segment basis. When the Company establishes this position it will evaluate its segment disclosures.

Comprehensive Income

          The Company currently does not have any elements of comprehensive income.

Asset Impairment

          An impairment in the carrying value of an asset is recognized whenever anticipated future cash flows (undiscounted) for an asset is estimated to be less than its carrying value. The amount of the impairment recognized is the difference between the carrying value of the asset and its fair value.

3. Senior Notes Payable and Long-Term Note Payable

          Under an arrangement with Holdings, Thermal may borrow an aggregate principal amount of $125,000,000 from Holdings at an interest rate that approximates LIBOR plus a margin ranging from 50 to 130 basis points. Although the agreement has no stated expiration date, Holdings has represented to management that it does not intend to terminate this agreement within the next 12 months. In April 2004, the balance of this note payable was converted to equity. For the six months ended June 30, 2004 and 2003, Thermal had approximately $0 and $59,292,000 of outstanding borrowings, respectively. Total interest and costs incurred on the borrowings aggregated approximately $364,400 and $728,500 for the six months ended June 30, 2004 and 2003, respectively. The effective interest rate for 2004 and 2003 was 1.60% and 1.72%, respectively.

          In May 2000, NW Chicago entered into a Note Purchase Agreement to issue an aggregate principal amount of $28,000,000 of 9.09% Senior Notes due January 31, 2020 (“Senior Notes”). Interest is payable quarterly and quarterly principal payments began April 30, 2002. Holdings settled these Senior Notes on June 30, 2004 as a result of the sale of NW Chicago to Macquarie District Energy, Inc.

          The unsecured Senior Notes had equal aggregate payments of principal and interest due quarterly through June 2023, that contained certain restrictive covenants. Exelon has guaranteed NW Chicago’s payments under the Note Purchase Agreement. During 2001, Exelon began charging NW Chicago fees of 0.50% on the outstanding guarantee. Under this arrangement, NW Chicago paid approximately $0 and $139,000 in guarantee fees for both periods ended June 30, 2004 and 2003, respectively, which are included in the interest expense category on the statement of operations.

          For the six months ended June 30, 2004 and 2003, total interest expense on the Senior Notes was approximately $1,209,100 and $1,241,700, respectively. Total interest paid for the period ended June 30, 2004 and 2003 on the Senior Notes was approximately $1,209,100 and $1,244,200, respectively.

          In June 1999, Plant 6 entered into a Note Purchase Agreement to issue an aggregate principal amount of $11,523,000 of 7.68% Senior Notes due June 30, 2023 (“Senior Notes Plant 6”). Principal and interest are payable quarterly, with principal payments beginning March 31, 2002. Holdings settled these Senior Notes Plant 6 on June 30, 2004 as a result of the sale of Plant 6 to Macquarie District Energy, Inc. As of June 30, 2004 and 2003, $0 and $10,991,100, respectively, of the notes were outstanding. For the

F-201

THERMAL CHICAGO CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

June 30, 2004 and 2003

periods June 30, 2004 and 2003, total interest incurred on the Senior Notes Plant 6 was approximately $416,300 and $425,400, respectively. Total interest paid on the Senior Notes Plant 6 for the same periods was approximately $403,600 and $425,400, respectively.

          Plant 6’s ultimate parent corporation, Exelon, guarantees the Senior Notes Plant 6 and charges Plant 6 fees at a rate of 0.50% on the outstanding balance under this guarantee. Under this agreement, Plant 6 paid approximately $0 and $63,200 for the six months ended June 30, 2004 and 2003, respectively, which are included in the interest expense category on the statement of operations.

4. Operating Lease Transactions

          In December 1993, the Company became a lessee to an operating lease for land (the “Ground Lease”) on which it has constructed a district cooling plant. The Ground Lease has an initial term of 50 years with an optional renewal term of an additional 49 years. Future minimum rental payments, net of executory costs, at June 30, 2004, under the Ground Lease total approximately $10,963,000 as follows:

2004	$	86,000
2005		201,000
2006		201,000
2007		201,000
2008		201,000
Thereafter		10,073,000
Total	$	10,963,000

          Exelon has guaranteed Thermal’s payments and performance under the Ground Lease. During 2001 through June 30, 2003, Exelon charged Thermal fees of 0.50% on the outstanding guarantees. Under this arrangement, Thermal paid approximately $0 in guarantee fees for each of the periods ended June 30, 2004 and 2003. This guarantee was eliminated on June 30, 2004.

          The Company leases space in three buildings that are used to house district cooling and heating facilities. Generally, the leases have initial terms of 17 to 20 years and optional renewal terms. Future minimum rentals at June 30, 2004 for these leases total approximately $12,506,000, including approximately $980,250 in each of the years 2004 through 2008 and approximately $7,605,000 in 2009 through 2018.

          For the six months ended June 30, 2004 and 2003, the Company recorded approximately $586,500 and $583,500, respectively, of operating lease expense.

5. Direct Finance Lease Transactions

          The Company has entered into energy service agreements containing provisions to lease certain equipment to customers. Under these agreements, title to the leased equipment will transfer to the customer at the end of the lease terms, which range from 5 to 25 years. The lease agreements are

F-202

THERMAL CHICAGO CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

June 30, 2004 and 2003

accounted for as direct financing leases. The components of the net investment in direct financing equipment leases at June 30, 2004 and 2003 are as follows:

		June 30, 2004		June 30, 2003
Minimum lease payments receivable		$	30,724,385	$	32,462,296
Less unearned financing lease income			15,455,337		16,797,607
Net investment in direct financing leases		$	15,269,048	$	15,664,689
Equipment Leases:
	Current portion	$	480,983	$	471,052
	Long-term portion		14,788,065		15,193,637
		$	15,269,048	$	15,664,689

          Unearned financing lease income is recognized over the terms of the leases. Future direct financing minimum lease payments to be received by the Company total approximately $30,724,000 as follows:

2004	$	1,043,000
2005		1,698,000
2006		1,698,000
2007		1,672,000
2008		1,655,000
Thereafter		22,958,000
Total	$	30,724,000

          Thermal also acts as the lessor under an operating lease of retail space at Thermal’s first district cooling plant. The lease began in 1996 and has an initial term of ten years, with four additional five-year renewal terms at the option of the lessee. Future minimum rentals to be received by Thermal total $219,600, including approximately $73,300 in 2004 and $146,400 in 2005.

6. Property, Plant and Equipment

          The components of property and equipment are as follows:

		June 30,			December 31,
		2004			2003
Property, plant and equipment
	Land	$	1,416,637		$	1,416,637
	Leasehold improvements		60,864			60,864
	Building		17,218,342			17,218,342
	Property held for future use		1,298,615			1,278,675
	Plant and distribution equipment		65,713,831			65,072,344
	Furniture and fixtures		301,492			301,492
	Construction in progress		278,282			402,465
			86,288,063			85,750,819
	Less: Accumulated depreciation		(10,076,172	)		(8,662,163	)
Net property, plant and equipment		$	76,211,891		$	77,088,656

F-203

THERMAL CHICAGO CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

June 30, 2004 and 2003

          In a 1996 transaction, the Company sold interconnection equipment of approximately $1,001,000 for total proceeds of $1,177,000, of which $520,000 was received in 1996, $73,000 was received in each of the years 1997 through 2003 and $146,000 will be received in the period 2004 to 2005. As of June 30, 2004, the Company has recorded approximately $68,000 and $17,000 to reflect the current and noncurrent portions, respectively, of the present value of the future proceeds.

7. Income Taxes

          The Company has recorded a provision (benefit) for income taxes for the six months ended June 30, 2004 and 2003 of ($1,441,410) and $1,261,824, respectively, based on its estimate of the effective tax rate for the fiscal year.

          The effective tax rate differs from the statutory federal income tax rate primarily due to state income taxes.

8.     Intangible Asset

          The Company entered into an arrangement with NPEG Development Corporation (“NPEG”) to purchase NPEG’s ownership rights to the operational results of a customer contract. The arrangement has been reflected as the purchase of an intangible asset-customer contract and an associated liability of approximately $1,145,000. The Company began amortizing the current balance of this intangible asset over approximately 23 years, representing the expected life of the customer contract.

          In March 2003, ETT National Power and NPEG agreed to a full prepayment of the remaining quarterly payments. Exelon Thermal Development, an affiliated company, made a cash payment of $655,000, representing an 18% present value discount, to NPEG for full settlement of this obligation. As a result of this transaction, ETT National Power recorded a payable to Exelon Thermal Development for $655,000. In settling this obligation at a discount, Thermal Chicago recorded a gain of approximately $439,000 which is reflected as an extinguishment of debt on the consolidated statement of operations.

          Amortization expense for both periods ended June 30, 2004 and 2003 was $19,735. Future amortization for each of the years ending through December 31, 2007 approximates $138,000.

9. Other Related Party Transactions

          On March 12, 1997, the Illinois Commerce Commission approved an Affiliated Interests Agreement (“Agreement”) dated as of December 4, 1995, covering Commonwealth Edison Company (“ComEd”), a wholly owned subsidiary of Exelon, and other Exelon affiliates including the Company. The Agreement governs transactions for providing facilities, services and asset transfers between ComEd and various Exelon entities. Beginning in 1998, ComEd began billing Exelon Thermal Development, Inc. (“ETD”), another wholly owned subsidiary of Holdings, for these services provided to Holdings and its affiliates. During 2004 and 2003, ComEd billed Thermal approximately $0 directly for costs under this agreement.

          For the years ended December 31, 2003 and 2002, the Company incurred costs for the purchase of electricity from two related entities, ComEd and Exelon Energy. Electric purchases from ComEd for the six-month periods ended June 30, 2004 and 2003 were approximately $1,600,000 and $1,400,000 while purchases for the same periods ended from Exelon Energy were approximately $400,000 and $600,000. At June 30, 2004 and 2003, approximately $0 and $19,000, respectively, was payable to ComEd and approximately $266,000 and $0, respectively, was payable to Exelon Energy.

F-204

THERMAL CHICAGO CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

June 30, 2004 and 2003

          Management is of the opinion that the aforementioned transactions have been recorded at amounts substantially equivalent to those that would have been recorded if the affiliates were not related.

10. Commitments and Contingencies

          The Company has forecasted capital expenditures for the year 2004 of approximately $1 million, primarily relating to maintenance expenditures and customer connections. As of June 30, 2004, the Company’s purchase commitments, primarily related to such construction, were approximately $38,000.

          On September 28, 1994, Thermal entered into a District Cooling System Use Agreement (“Use Agreement”) with the City of Chicago for an initial term of 20 years. Under the Use Agreement, Thermal may install piping under the City’s streets from its district cooling facilities to customers’ buildings. Thermal executed a surety bond in the amount of $5 million, which is conditioned upon Thermal’s performance and discharge of its obligations under the Use Agreement. The surety bond automatically renews annually unless the Surety Company provides notice of non-renewal to the City of Chicago. The surety bond was guaranteed by Exelon through June 30, 2004. Subsequent to the sale of the Company, this guarantee was eliminated, and the bond was secured by a $5,000,000 letter of credit obtained by the Company.

          Exelon also has guaranteed certain amounts that may be owed by the Company in connection with several other of its district cooling projects in a total amount aggregating $100,000. These guarantees were also eliminated subsequent to the sale of the Company on June 30, 2004.

11. Sale of Business

          On December 12, 2003, Exelon and Exelon Thermal Holdings, Inc. entered into a Stock Purchase agreement with Macquarie District Energy, Inc., Macquarie District Energy Holdings, LLC and Macquarie Bank Limited to sell the Company. This transaction closed on June 30, 2004.

          With respect to this transaction certain non-cash transactions occurred during the second quarter of 2004, as well as on June 30, 2004. These include the following: the conversion of debt to equity of approximately $53,195,000, the conversion of inter-company receivables to equity of approximately $1,508,000, the conversion of income tax receivables of approximately $9,024,000 and the conversion of cash to equity of approximately $2,000.

F-205

ETT NEVADA, INC.

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2003, 2002 and 2001

with Report of Independent Auditors

F-206

REPORT OF INDEPENDENT AUDITORS

To the Stockholders of ETT Nevada, Inc.:

          In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of shareholder’s equity and of cash flows present fairly, in all material respects, the financial position of ETT Nevada, Inc. (the “Company”) at December 31, 2003 and 2002, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. 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 audits. We conducted our audits of these statements 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PRICEWATERHOUSECOOPERS LLP

Chicago, Illinois

October 13, 2004

F-207

ETT NEVADA, INC.

CONSOLIDATED BALANCE SHEETS

December 31, 2003 and 2002

			December 31,
			2003		2002
ASSETS
Current assets:
	Cash and cash equivalents		$	717,590	$	606
	Trade accounts receivable, net			70,687		539,509
	Equipment lease receivables			1,700,906		1,460,295
	Prepaids expenses and other current assets			61,662		52,906
		Total current assets		2,550,845		2,053,316
Other assets:
	Restricted cash			2,383,590		2,284,451
	Equipment lease receivables, net			33,293,524		34,621,677
	Deferred lease valuation reserve			2,451,520		2,603,159
		Total other assets		38,128,634		39,509,287
TOTAL ASSETS			$	40,679,479	$	41,562,603
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
	Accounts payable and other accrued expenses		$	136,748	$	259,826
	Payables to affiliates			6,553,238		6,932,633
	Income tax payable to affiliate			586,546		501,710
	Current portion of senior note payable			656,000		636,416
		Total current liabilities		7,932,532		8,330,585
Noncurrent liabilities:
	Losses in excess of capital contribution to equity investments			—		371,159
	Deferred income taxes			4,709,059		4,039,720
	Long-term portion of note payable			19,668,644		21,627,755
		Total noncurrent liabilities		24,377,703		26,038,634
Minority interest in consolidated subsidiaries				5,051,198		4,745,448
Commitments and contingencies				—		—
Stockholder’s Equity
	Common stock			—		—
	Paid in capital			1,258,877		913,777
	Retained earnings			2,059,169		1,534,159
		Total stockholders’ equity		3,318,046		2,447,936
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY			$	40,679,479	$	41,562,603

The accompanying notes are an integral part of these consolidated financial statements.

F-208

ETT NEVADA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended December 31, 2003, 2002 and 2001

			For the Years Ended December 31,
			2003			2002			2001
Revenue			$	2,980,952		$	3,292,748		$	3,597,471
	Cost of revenue			3,204,504			3,221,009			3,462,228
		Gross profit (loss)		(223,552	)		71,739			135,243
Operating expenses:
	Bad debts			—			143,296			490,788
	Professional fees			22,189			1,224,393			78,050
	General and administrative			12,180			24,030			20,880
	Total operating expenses			34,369			1,391,719			589,718
Operating profit (loss)				(257,921	)		(1,319,980	)		(454,475	)
Other income (expense):
	Interest expense			(2,773,111	)		(3,112,721	)		(3,512,239	)
	Financing lease income			4,270,826			5,836,227			6,090,283
	Income (loss) from equity investments			26,060			(24,791	)		(105,188	)
	Amortization of deferred lease valuation reserve			(151,640	)		—			—
	Other, net			(510	)		(8,579	)		12,901
Income before income taxes and minority share				1,113,704			1,370,156			2,031,282
Provision for income taxes (benefit)				282,945			333,746			524,957
Income before Minority interest				830,759			1,036,410			1,506,325
Minority interest				(305,749	)		(416,803	)		(704,307	)
Net income			$	525,010		$	619,607		$	802,018

The accompanying notes are an integral part of these consolidated financial statements.

F-209

ETT NEVADA,INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Years Ended December 31, 2003, 2002, 2001

		Shares of								Total
		Common				Additional		Retained		Stockholders’
		Stock		Amount		Paid in Capital		Earnings		Equity
Balance at December 3 2000			1,000	$	—	$	913,777	$	112,533	$	1,026,310
	Net income		—		—		—		802,018		802,018
Balance at December 31,2001			1,000		—		913,777		914,551		1,828,328
	Net income		—		—		—		619,608		619,608
Balance at December 31,2002			1,000		—		913,777		1,534,159		2,447,936
	Equity contribution		—		—		345,100		—		345,100
	Net income		—		—		—		525,010		525,010
Balance at December 31,2003			1,000	$	—	$	1,258,877	$	2,059,169	$	3,318,046

Note: The common stock of ETT Nevada, Inc. has no stated par value.

The accompanying notes are an integral part of these financial statements.

F-210

ETT NEVADA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2003, 2002 and 2001

				For the Years Ended December 31,
				2003			2002			2001
Cash flows from operating activities:
	Net income			$	525,010		$	619,608		$	802,018
	Adjustments to reconcile net income to net cash used in operating activities:
	Deferred income taxes				669,339			2,111,876			1,968,344
	Decrease (increase) in lease valuation reserve				151,639			(2,603,159	)		—
	Minority interest				305,750			416,802			(197,155	)
	Net effect on cash flow of changes in:
		Trade receivables			468,822			157,419			876,601
		Income taxes receivable from affiliate			—			709,565			(480,779	)
		Income taxes payables to affiliate			84,836			501,710			—
		Prepayments and other assets			(8,756	)		(10,494	)		(14,791	)
		Accounts payable and other accrued expenses			(123,078	)		(438,411	)		(699,763	)
		Payable to affiliates			(379,395	)		(2,708,130	)		(2,885,819	)
			Net cash provided by (used in) operating activities		1,694,167			(1,243,214	)		(631,343	)
Cash flows from investing activities:
	Proceeds from equipment leases receivables				1,087,542			2,320,409			216,950
	Investment in equity affiliate				(26,059	)		24,791			55,188
			Net cash provided by investing activities		1,061,483			2,345,200			272,138
Cash flows from financing activities:
	Repayment of senior notes				(1,939,527	)		(863,757	)		(499,393	)
	Decrease in restricted cash				(99,139	)		(237,623	)		(1,431,096	)
	Decrease in deferred gain				—			—			(1,929,521	)
			Net cash used in financing activities		(2,038,666	)		(1,101,380	)		(3,860,009	)
Net increase (decrease) in cash and cash equivalents					716,984			606			(4,219,215	)
Cash and cash equivalents at beginning of year					606			—			4,219,215
Cash and cash equivalents at end of year				$	717,590		$	606		$	—
Supplemental disclosure information:
	Non-cash financing activities:
	Cash paid for interest:			$	2,631,536		$	2,820,206		$	2,732,415
	Cash paid for taxes:			$	—		$	—		$	—

The accompanying notes are an integral part of these consolidated financial statements.

F-211

ETT NEVADA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2003, 2002 and 2001

1. The Company and Corporate Restructuring

          ETT Nevada, Inc., a wholly owned subsidiary of Exelon Thermal Holdings, Inc. (“Holdings”), is a Nevada corporation and, through its consolidated subsidiaries (collectively, the “Company”), owns and operates a district energy plant in Las Vegas, Nevada. The Company’s consolidated subsidiaries are Northwind Aladdin LLC (“NW Aladdin”) and Northwind Las Vegas LLC (“NW Las Vegas”). Both NW Aladdin and NW Las Vegas are jointly owned by the Company and Nevada Electric Investment Company (“NEICO”), a wholly owned indirect subsidiary of Sierra Pacific Resources (“SPR”).

          NW Aladdin, a Nevada limited liability company, was formed on October 28, 1997. In accordance with NW Aladdin’s Limited Liability Company Agreement dated March 18, 1999, profits or losses for any fiscal year shall be allocated among the members in proportion to their percentage interest, as follows:

ETT Nevada	75	%
NEICO	25	%

          NW Aladdin provides chilled water, hot water, and standby electricity services to the Aladdin Casino and Resort complex in Las Vegas, Nevada. Operations began on March 1, 2000 and the casino and resort opened to the public on August 17, 2000. The Company consolidates NW Aladdin for financial reporting purposes due to its 75% ownership interest and its significant influence on the NW Aladdin operations.

          NW Las Vegas, a Nevada limited liability company, was formed on October 28, 1997 to develop district energy projects in Las Vegas, Nevada. NW Las Vegas is owned 50% by the Company and 50% by NEICO. The Company has recorded its investment in NW Las Vegas under the equity method of accounting because it does not have control over the NW Las Vegas operations.

          During 2003, the members of NW Las Vegas mutually agreed to cease business activities and begin the dissolution process. NW Las Vegas had no assets at December 31, 2003 and was relieved of certain obligations to an affiliate of the Company in connection with the dissolution. In December 2003, the Company eliminated its investment in NW Las Vegas by adjusting paid in capital for $345,100 as a result of this debt relief. Articles of dissolution were filed with the State of Nevada during February 2004.

          In a corporate restructuring effective January 1, 1998, Holdings was incorporated as a wholly owned subsidiary of Exelon Enterprises, Inc. (“Enterprises”) and became the parent company of ETT Nevada, Inc.

          On October 20, 2000 Exelon Corporation (“Exelon”) became the ultimate parent corporation of ETT Nevada, Inc. as a result of the completion of the transactions contemplated by an Agreement and Plan of Exchange and Merger, as amended (“Merger Agreement”), among PECO Energy Company, Unicom and Exelon. Pursuant to the Merger Agreement, Unicom merged with and into Exelon (“Merger”). As a result of the Merger, Unicom ceased to exist and its subsidiaries became subsidiaries of Exelon. As a result of the merger, the Company changed its name from UTT Nevada, Inc. to ETT Nevada, Inc. in October 2001. The Merger was accounted for using the purchase method of accounting. The fair value of the Company’s assets and liabilities at the date of the Merger approximated the assets’ book value. As a result of the application of purchase accounting, the Company recorded a decrease of $913,777 in retained earnings and a corresponding increase of $913,777 in paid-in capital.

          On December 23, 2003, Exelon and Exelon Thermal Holdings, Inc. entered into a Stock Purchase agreement with Macquarie District Energy, Inc., Macquarie District Energy Holdings, LLC and Macquarie Bank Limited to sell the outstanding shares of ETT Nevada, Inc. The transaction closed on

F-212

ETT NEVADA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

September 29, 2004. The Company will be required to apply the purchase method of accounting as of the date following closing, as described in SFAS No. 141.

2. Summary of Significant Accounting Policies

          References to the “FASB”, “SFAS” and SAB” herein refer to the “Financial Accounting Standards Board,” “Statements of Financial Accounting Standards,”and the “SEC Staff Accounting Bulletin,” respectively.

Principles of Consolidation

          The accompanying consolidated financial statements include all accounts of the Company and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.

Basis of Presentation

          The consolidated financial statements for ETT Nevada, Inc, include the operations of NW Aladdin with NEICO ownership in NW Aladdin reflected as a minority interest and its 50% member interest in NW Las Vegas accounted for under the equity method.

Revenue Recognition

          In accordance with Staff Accounting Bulletin 104, “Revenue Recognition”, the Company recognized revenue when: persuasive evidence of an arrangement exists, delivery had occurred or services have been rendered, the seller’s price to the buyer is fixed and determinable, and collectibility is reasonably assured. Revenues from consumption and other services are classified as one category and are recognized at the time of performance of service. Revenues represent a direct reimbursement of essentially all costs to operate the facility. Cash received from customers for services to be provided in the future are recorded as unearned revenue and recognized over the expected service period on a straight-line basis or when the earnings process is complete.

Receivables and Credit Concentration

          Accounts receivable are uncollateralized non-interest bearing customer obligations due under normal trade terms requiring payment within 30 days from the invoice date. Accounts receivable is stated at the amount billed to the customer. Accounts receivables 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. At December 31, 2003 and 2002, the allowance for doubtful accounts was approximately $507,000 and $507,000, respectively.

          During 2003, 2002, and 2001, NW Aladdin had two customers. These customers comprised approximately 78% and 22%, 74% and 26%, and 54% and 46%, respectively, of NW Aladdin’s total operating revenues. Each customer contract has a twenty-year service term.

Bank Concentration

          The Company maintains cash balances with financial institutions that at times may exceed the limits insured by the Federal Deposit Insurance Corporation.

F-213

ETT NEVADA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Direct Financing Leases

          NW Aladdin has entered into energy service agreements containing provisions to lease certain equipment to customers (see Note 5). These agreements are accounted for as direct financing leases under SFAS No. 13, “Accounting for Leases” (SFAS No. 13) since title to the equipment will transfer to the customer at the end of the twenty-year lease terms. NW Aladdin records these transactions at the present value of the future minimum lease payments calculated under the effective interest method.

Income Taxes

          The Company is included in the consolidated federal and state income tax returns being filed by Exelon. Deferred income taxes are recognized at presently enacted income tax rates to reflect the tax effect of temporary differences between the financial accounting and income tax bases of assets and liabilities. The resulting deferred tax liabilities and assets represent income taxes to be paid or realized in the future when the related assets and liabilities are recovered and settled, respectively.

Cash and Cash Equivalents

          Temporary cash investments with an original maturity of three months or less are considered to be cash equivalents.

Restricted Cash

          As part of the Note Purchase Agreement (See Note 4), NW Aladdin is required to maintain a cash balance at any point in time to cover six months of original debt maintenance payments and $600,000 adjusted annually, as a minimum maintenance requirement. As of December 31, 2003 the minimum maintenance requirement was $672,000. This amount increases by 3.75% at the beginning of each calendar year.

          In accordance with the Note Purchase Agreement, as amended by the Settlement Agreement (see Note 3), restricted payments to the members of NW Aladdin are permitted on a quarterly basis provided that NW Aladdin is in compliance with certain operating and financial covenants including the aforementioned condition.

Use of Estimates

          The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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.

New Accounting Pronouncements

          In 2001, the FASB issued SFAS No. 143, “Asset Retirement Obligations” (SFAS No. 143). SFAS No. 143 provides accounting requirements for retirement obligations (whether statutory, contractual, or as a result of promissory estoppel) associated with tangible long-lived assets. The Company adopted SFAS No. 143 as of January 1, 2003. The adoption of SFAS No. 143 had no effect on the Company’s reported financial position, results of operations, or cash flows. By agreement, any costs to dismantle the NW Aladdin facility are borne by the customer.

F-214

ETT NEVADA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Financial Instruments

          The carrying values of accounts receivable, other receivables, lease receivables, accounts payable, and accrued expenses approximate their fair values. At December 31, 2003 and 2002, the estimated fair value of the NW Aladdin Senior Notes was $23,021,000 and $22,233,000, respectively. The book value of these notes was approximately $20,325,000 and $22,264,000 at December 31, 2003 and 2002, respectively.

          Certain estimates and judgments were required to develop the fair value amounts. The fair value amounts are not necessarily indicative of the amounts NW Aladdin would realize upon disposal nor do they indicate NW Aladdin’s intent or ability to dispose of the financial instrument.

Segment Information

          The Company operates in a single segment as a provider of cooling, heating and related services to a hotel and casino with an adjoining shopping center in the greater metro Las Vegas area.

Asset Impairment

          An impairment in the carrying value of an asset is recognized whenever anticipated future cash flows (undiscounted) for an asset are estimated to be less than its carrying value. The amount of the impairment recognized is the difference between the carrying value of the asset and its fair value. The Company has not identified any such impairment losses.

Comprehensive Income

          The Company currently does not have any elements of other comprehensive income.

3. Bankruptcy Proceeding and Settlement

          In September 2001, one of NW Aladdin’s customers (the “Debtor”) filed a voluntary case under the United States Bankruptcy Code. Early in the case, the Debtor received temporary approval from the court to only pay for the usage portion of their NW Aladdin bills. The usage portion represents approximately 20% of the Debtor’s annual bill. The remainder of the Debtor’s bill includes capital recovery, return on equity and operating cost recovery components.

          In December 2001, NW Aladdin filed a motion to compel Debtor to assume or reject the executory contract and lease with NW Aladdin, or, in the alternative, granting NW Aladdin adequate protection. In January 2002, a hearing was held related to the motion. At the hearing, the Debtor was ordered to pay the usage portion as well as additional components of their NW Aladdin bill.

          In December 2002, the Bankruptcy Court approved a Settlement Agreement and Release (“Settlement Agreement”) between, among others, NW Aladdin, the Debtor and NW Aladdin’s noteholders (see Note 4) resolving all legal disputes between the parties. As of the effective date of the Settlement Agreement, the Debtor owed NW Aladdin a cure amount totaling $2.9 million. Of the total amount, $1.9 million was paid immediately. The balance is due upon the Debtor achieving certain financial hurdles over four consecutive quarters within the next five years. As of December 31, 2003, the Debtor had not achieved those financial hurdles. NW Aladdin currently cannot predict if the Debtor will achieve those hurdles in the remaining time frame and as such has reserved approximately $507,000 against the remaining balance due.

          An additional provision of the Settlement Agreement requires the Debtor to pay a return of equity portion of their monthly NW Aladdin bill with a 10% return going forward instead of a 20% return in the original contract. For the year ended December 31, 2002, NW Aladdin recorded a lease valuation reserve of approximately $2,603,000 related to uncollectible lease payments as a result of this change and the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

associated customer bankruptcy. This reserve is being amortized on a straight-line basis over the remaining lease term. For the year ended December 31, 2003, NW Aladdin recorded approximately $152,000 of amortization expense.

          In 2002, NW Aladdin incurred approximately $1,176,000 in professional fees related to representation obtained in connection with the Settlement Agreement.

4. Senior Notes Payable

          In March 1999, the NW Aladdin entered into a Note Purchase Agreement to issue from time to time, an aggregate principal amount of $40,000,000 of senior secured notes (“Senior Notes”). Of the aggregate principal amount, $16,000,000 were to be Floating Series A Senior Secured Notes (“Series A Notes”) due the earlier of March 31, 2000 or the Completion Date, as defined in the Agreement, and $24,000,000 were to be Fixed Rate Series B Senior Secured Notes (“Series B Notes”) due on the 17th anniversary of the earlier of the Completion Date or March 1, 2000.

          In March 2000, NW Aladdin’s members contributed $16,000,000 in proportion of their percentage interest (see Note 1). The proceeds from the contribution were used to repay maturing Series A Notes on March 31, 2000.

          Principal payments for the Series B Notes over the next five years and thereafter aggregate approximately:

Year	Principal Payment
2004	$	2,103,000
2005	$	2,195,000
2006	$	2,300,000
2007	$	2,418,000
2008	$	2,551,000
Thereafter	$	8,758,000
Total	$	20,325,000

          Prior to the March 1, 2000 project Completion Date, as defined in the Note Purchase Agreement, the Series B Notes have an interest rate of 9.28%. After the Completion Date, the Series B Notes have an interest rate of 12.14%. Principal and interest are payable quarterly. The assets of NW Aladdin collateralize the Series B Notes.

          As of December 31, 2003 and 2002, approximately $20,325,000 and $22,264,000, respectively, of the Series B Notes were outstanding. For the years ended December 31, 2003, 2002 and 2001, total interest incurred and paid on the Senior Notes was approximately $2,637,000, $2,820,000 and $2,732,000 respectively.

          Due to a customer’s bankruptcy filing (see Note 3), the NW Aladdin was in default under the Note Purchase Agreement and as a result the outstanding Series B Notes were reclassified to short term as of December 31, 2001. As of the effective date of the Settlement Agreement (see Note 3), the default was deemed cured and an event of default cannot be declared due to the continuation of the customer’s bankruptcy filing.

          As part of the Settlement Agreement, NW Aladdin agreed to pay approximately $115,000 a month as early amortization of the outstanding principal on the Series B Notes, without a prepayment penalty. This will effectively shorten the maturity of the notes to 2012. NW Aladdin paid approximately

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

$1,303,000 and $300,000 during 2003 and 2002, respectively, under this arrangement. The required principal payments shown in the above table include these additional payments.

5. Direct Financing Lease Transactions

          NW Aladdin has entered into energy service agreements containing provisions to lease certain equipment to customers. Under these agreements, title to the leased equipment will transfer to the customer at the end of the twenty-year lease terms. The lease agreements are accounted for as direct financing leases. The components of the net investment in direct financing equipment leases at December 31, 2003, 2002 and 2001 are as follows:

		December 31, 2003		December 31, 2002		December 31, 2001
Minimum lease payments receivable		$	73,613,387	$	99,958,844	$	107,940,070
Less unearned financing lease income			38,618,957		63,876,872		69,537,689
Net investment in direct financing		$	34,994,430	$	36,081,972	$	38,402,381
Equipment Leases:
	Current portion	$	1,700,906	$	1,460,295	$	2,060,332
	Long-term portion		33,293,524		34,621,677		36,342,049
		$	34,994,430	$	36,081,972	$	39,402,381

          Unearned financing lease income is recognized over the terms of the leases. Future direct-financing minimum lease payments to be received by the Company totals approximately $73,613,000 as follows:

2004	$	5,453,000
2005		5,070,000
2006		5,070,000
2007		5,070,000
2008		5,070,000
Thereafter		47,880,000
Total	$	73,613,000

          The Settlement Agreement (see Note 3) changed one customer’s lease agreement effective January 1, 2003 by reducing the return of equity portion of their contract to reflect a 10% return going forward instead of the 20% return specified in the original contract. In December 2002, NW Aladdin recorded a lease valuation reserve of approximately $2,603,000 related to uncollectible lease payments as a result of this change and the associated customer bankruptcy. This reserve is being amortized on a straight-line basis over the remaining lease term. For the year ended December 31, 2003, NW Aladdin recorded approximately $152,000 of amortization expense.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

6. Income Taxes

          The income tax provision (benefit) consisted of the following for the years ended December 31, 2003, 2002 and 2001 (in thousands):

		2003			2002			2001
Current income taxes-
	Federal	$	(386,394	)	$	(1,778,130	)	$	(1,443,387	)
	State		—			—			—
Deferred income taxes-
	Federal		669,339			2,111,876			1,968,344
	State		—			—			—
Total income tax provision (benefit)		$	282,945		$	333,746		$	524,957

          The difference between the actual provision for income taxes from continuing operations and the “expected” provision (benefit) for income taxes computed by applying the U.S. federal corporate tax rate of 35% to income from continuing operation before taxes is attributable to the following (in thousands):

	2003		2002		2001
Provision for federal income taxes at statutory rate	$	282,784	$	333,674	$	464,441
Other		161		72		60,516
Provision for income taxes (benefit)	$	282,945	$	333,746	$	524,957

          The Company was included in the consolidated federal and state income tax returns filed by its parent for tax year ended December 31, 2003, 2002 and 2001. Current and deferred taxes of the consolidated group were computed to the Company as if the Company filed separate federal and state income tax returns. Based on its tax sharing arrangement with its parent, the Company fully realizes the benefits of its net operating losses.

          The components of the net deferred income tax assets and liabilities at December 31, 2003 and 2002 are as follows:

		2003			2002
Deferred tax assets
	Partnership income/loss	$	—		$	—
	Other assets		—			—
	Total deferred tax assets		—			—
Deferred tax liabilities
	Amortization	$	(10,052	)	$	(10,052	)
	Partnership income/loss		(4,699,007	)		(4,029,668	)
	Total deferred tax liabilities		(4,709,059	)		(4,039,720	)
Net deferred income tax (liabilities) assets		$	(4,709,059	)	$	(4,039,720	)

          Deferred income taxes reflect the impact of temporary differences between amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws. A valuation allowance is provided for deferred taxes if is more likely than not these items will either expire before the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Company is able to realize its benefit or that future deductibility is uncertain. There is no valuation allowance recorded because, in Management’s judgment, it is more likely than not that all deferred tax assets will be realized.

7. Other Related Party Transactions

          For the years ended December 31, 2003, 2002 and 2001, NW Aladdin incurred costs of approximately $159,000, $290,000, and $198,000, respectively, for legal assistance, accounting services and management oversight provided by Exelon Thermal Development, Inc., another wholly owed subsidiary of Holdings. At December 31, 2003 and 2002, approximately $4,000 and $46,000, respectively, was payable to Exelon Thermal Development, Inc. for such services.

          At December 31, 2003 and 2002, approximately $10,000 was payable to NEICO for development, administrative and management services provided to NW Aladdin in prior years.

          For the years ended December 31, 2003, 2002 and 2001, NW Aladdin incurred costs of approximately $1,824,000, $1,821,000 and $1,658,000, respectively, for the purchase of electricity directly or indirectly from Nevada Power Company. At December 31, 2003, 2002 and 2001, approximately $55,000, $0 and $463,000, respectively, was payable to Nevada Power Company.

          For the years ended December 31, 2002 and 2001, NW Las Vegas incurred costs of approximately $52,000 and $26,000, respectively, for development, administrative and management services provided by Exelon Thermal Development, Inc., another wholly owed subsidiary of Holdings. During 2003, NW Las Vegas received a credit for approximately $50,000 of the charges incurred in 2002.

          Under an arrangement with Holdings, the Company may borrow funds at an interest rate that approximates LIBOR plus a margin ranging from 50 to 130 basis points. Total interest costs incurred and paid on the borrowings aggregated approximately $133,000, $271,000, and $681,000, respectively, for the years ended December 31, 2003, 2002, and 2001.

          Management believes that the aforementioned transactions have been recorded at amounts substantially equivalent to those that would have been recorded if the affiliates were not related.

8. Commitments and Contingencies

          The Company has no pending litigation or parental guarantees.

          NW Aladdin has entered into long-term service agreements with its two customers where they have agreed to provide a service of heating and cooling at customer premises over a twenty-year period. As the agreement calls for timely payment for services provided, NW Aladdin can cease service for non-payment. Accordingly, if either customer fails to make timely payments, NW Aladdin would have difficulty operating as a going concern as other businesses opportunities are remote.

          NW Aladdin leases from one of its customers the site on which it has constructed its district energy facility. The lease has an initial term of 20 years and optional 5-year renewal terms. NW Aladdin prepaid the $240 base rent for the entire term of the lease.

9. Sale of Business

          On December 23, 2003, Exelon and Exelon Thermal Holdings, Inc. entered into a Stock Purchase agreement with Macquarie District Energy, Inc., Macquarie District Energy Holdings, LLC and Macquarie Bank Limited to sell the outstanding shares of ETT Nevada, Inc. for $24.15 million. The transaction closed on September 29, 2004.

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ETT NEVADA INC.

CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2004 and 2003

(Unaudited)

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ETT NEVADA, INC.

CONSOLIDATED BALANCE SHEETS

June 30, 2004 and December 31, 2003

(Unaudited)

			June 30		December 31
			2004		2003
ASSETS
Current assets:
	Cash and cash equivalents		$	1,311,734	$	717,590
	Trade accounts receivable, net			127,714		70,687
	Equipment lease receivables			1,761,796		1,700,906
	Prepaid expenses and other current assets			1,917		61,662
		Total current assets		3,203,161		2,550,845
Other assets:
	Restricted cash			2,411,031		2,383,590
	Equipment lease receivables, net			32,592,008		33,293,524
	Deferred lease valuation reserve			2,375,700		2,451,520
		Total other assets		37,378,739		38,128,634
TOTAL ASSETS			$	40,581,900	$	40,679,479
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
	Accounts payable and other accrued expenses		$	302,018	$	136,748
	Payables to affiliates			10,948		6,553,238
	Income tax payable to affiliate			1,488,290		586,546
	Current portion of senior note payable			763,336		656,000
		Total current liabilities		2,564,592		7,932,532
Noncurrent liabilities:
	Deferred income taxes			4,485,569		4,709,059
	Long-term portion of note payable			18,520,821		19,668,644
		Total noncurrent liabilities		23,006,390		24,377,703
Minority interest in consolidated subsidiaries				5,246,483		5,051,198
Commitments and contingencies				—		—
Stockholders’ Equity
	Common stock			—		—
	Paid in capital			7,240,130		1,258,877
	Retained earnings			2,524,305		2,059,169
		Total stockholder’s equity		9,764,435		3,318,046
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY			$	40,581,900	$	40,679,479

The accompanying notes are an integral part of these consolidated financial statements.

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ETT NEVADA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Six Months Ended June 30, 2004 and 2003

(Unaudited)

			For the Six Months
			Ended June 30,
			2004			2003
Revenue			$	1,380,149		$	1,307,617
	Cost of revenue			1,345,012			1,324,744
		Gross profit (loss)		35,137			(17,127	)
Operating expenses:
	Professional fees			22,527			3,932
	General and administrative			23,990			4,735
	Total operating expenses			46,517			8,667
Operating profit (loss)				(11,380	)		(25,794	)
Other income (expense):
	Interest expense			(1,256,093	)		(1,412,894	)
	Financing lease income			2,082,891			2,155,061
	Income from equity investment			—			24,481
	Other, net			(74,997	)		(76,330	)
Income before income taxes and minority share				740,421			664,524
Provision for income taxes				79,999			170,032
Income before Minority interest				660,422			494,492
Minority interest				(195,286	)		(178,724	)
Net income			$	465,136		$	315,768

The accompanying notes are an integral part of these consolidated financial statements.

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ETT NEVADA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2004 and 2003

(Unaudited)

				For the Six Months Ended
				June 30,
				2004			2003
Cash flows from operating activities:
	Net income			$	465,136		$	315,769
	Adjustments to reconcile net income to net cash used in operating activities:
	Deferred income taxes				(223,490	)		93,354
	Decrease in lease valuation reserve				75,820			75,819
	Minority interest				195,285			178,724
	Net effect on cash flow of changes in:
		Trade receivables			(57,027	)		155,941
		Income taxes payable to affiliate			901,744			1,244,295
		Prepayments and other assets			59,745			34,323
		Accounts payable and other accrued expenses			165,270			48,094
		Payable to affiliates			(561,037	)		(1,104,447	)
			Net cash provided by operating activities		1,021,446			1,041,872
Cash flows from investing activities:
		Proceeds from equipment leases receivables			640,626			477,569
	Investment in subsidiary				—			(24,480	)
			Net cash used in investing activities		640,626			453,089
Cash flows from financing activities:
		Repayment of senior notes			(1,040,487	)		(919,527	)
		Decrease in restricted cash			(27,441	)		8,877
			Net cash used in financing activities		(1,067,928	)		(910,650	)
Net increase in cash and cash equivalents					594,144			584,311
Cash and cash equivalents at beginning of year					717,590			606
Cash and cash equivalents at end of the period				$	1,311,734		$	584,917
Supplemental disclosure information:
	Non-cash financing activities:
	Cash paid for interest:			$	1,220,910		$	1,337,186
	Cash paid for taxes:			$	—		$	—

The accompanying notes are an integral part of these consolidated financial statements.

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ETT NEVADA, INC.

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

June 30, 2004 and 2003

1. The Company and Corporate Restructuring

          ETT Nevada, Inc., a wholly owned subsidiary of Exelon Thermal Holdings Inc. (“Holding”), is a Nevada corporation and, through its consolidated subsidiaries (collectively, the “Company”), owns and operates a district energy plant in Las Vegas, Nevada. The Company’s consolidated subsidiaries are Northwind Aladdin LLC (“NW Aladdin”) and Northwind Las Vegas LLC (“NW Las Vegas”). Both NW Aladdin and NW Las Vegas are jointly owned by the Company and Nevada Electric Investment Company (“NEICO”), a wholly owned indirect subsidiary of Sierra Pacific Resources (“SPR”).

          NW Aladdin, a Nevada limited liability company, was formed on October 28, 1997. In accordance with NW Aladdin’s Limited Liability Company Agreement dated March 18, 1999, profits or losses for any fiscal year shall be allocated among the members in proportion to their percentage interest, as follows:

ETT Nevada	75	%
NEICO	25	%

          NW Aladdin provides chilled water, hot water, and standby electricity services to the Aladdin Casino and Resort complex in Las Vegas, Nevada. Operations began on March 1, 2000 and the casino and resort opened to the public on August 17, 2000. The Company consolidates NW Aladdin for financial reporting purposes due to its 75% ownership interest and its significant influence on the NW Aladdin operations.

          NW Las Vegas, a Nevada limited liability company, was formed on October 28, 1997 to develop district energy projects in Las Vegas, Nevada. NW Las Vegas is owned 50% by the Company and 50% by NEICO. The Company has recorded its investment in NW Las Vegas under the equity method of accounting because it does not have control over the NW Las Vegas operations.

          During 2003, the members of NW Las Vegas mutually agreed to cease business activities and begin the dissolution process. NW Las Vegas had no assets at December 31, 2003 and was relieved of certain obligations to an affiliate of the Company in connection with the dissolution. In December 2003, the Company eliminated its investment in NW Las Vegas by adjusting paid in capital for $345,100 as a result of this debt relief. Articles of dissolution were filed with the State of Nevada during February 2004.

          On December 23, 2003, Exelon and Exelon Thermal Holdings, Inc. entered into a Stock Purchase agreement with Macquarie District Energy, Inc., Macquarie District Energy Holdings, LLC and Macquarie Bank Limited to sell the outstanding shares of ETT Nevada, Inc. The transaction closed on September 29, 2004. The Company will be required to apply the purchase method of accounting as of the date following closing, as prescribed in SFAS No. 141.

2. Summary of Significant Accounting Policies

          References to the “FASB”, “SFAS” and SAB” herein refer to the “Financial Accounting Standards Board,” “Statements of Financial Accounting Standards,” and the “SEC Staff Accounting Bulletin,” respectively.

Principles of Consolidation

          The accompanying consolidated financial statements include all accounts of the Company and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.

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NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

Basis of Presentation

          The consolidated financial statements for ETT Nevada, Inc, include its wholly owned subsidiary, NW Aladdin, and its 50% member interest in NW Las Vegas accounted for under the equity method.

Revenue Recognition

          In accordance with Staff Accounting Bulletin 104, “Revenue Recognition”, the Company recognized revenue when: persuasive evidence of an arrangement exists, delivery had occurred or services have been rendered, the seller’s price to the buyer is fixed and determinable, and collectibility is reasonably assured. Revenues from consumption and other services are classified as one category and are recognized at the time of performance of service. Revenues represent a direct reimbursement of essentially all costs to operate the facility. Cash received from customers for services to be provided in the future are recorded as unearned revenue and recognized over the expected service period on a straight-line basis or when the earnings process is complete.

Receivables and Credit Concentration

          Accounts receivable are uncollateralized non-interest bearing customer obligations due under normal trade terms requiring payment within 30 days from the invoice date. Accounts receivable is stated at the amount billed to the customer.

          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. Management reviews its valuation allowance on a quarterly basis. At June 30, 2004 and December 31, 2003, the allowance for doubtful accounts was approximately $507,000 and $507,000, respectively.

          For the first six months of 2004, NW Aladdin had two customers. These customers comprised approximately 73% and 27%, respectively, of NW Aladdin’s total operating revenues. Each customer contract has a twenty-year service term.

Bank Concentration

          The Company maintains cash balances with financial institutions that at times may exceed the limits insured by the Federal Deposit Insurance Corporation.

Direct Financing Leases

          NW Aladdin has entered into energy service agreements containing provisions to lease certain equipment to customers (see Note 5). These agreements are accounted for as direct financing leases under SFAS No. 13, “Accounting for Leases” (SFAS No. 13) since title to the equipment will transfer to the customer at the end of the twenty-year lease terms. NW Aladdin records these transactions at the present value of the future minimum lease payments calculated under the effective interest method.

Income Taxes

          The Company is included in the consolidated federal and state income tax returns being filed by Exelon. Deferred income taxes are recognized at presently enacted income tax rates to reflect the tax effect of temporary differences between the financial accounting and income tax bases of assets and liabilities. The resulting deferred tax liabilities and assets represent income taxes to be paid or realized in the future when the related assets and liabilities are recovered and settled, respectively.

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ETT NEVADA, INC.

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

Cash and Cash Equivalents

          Temporary cash investments with an original maturity of three months or less are considered to be cash equivalents.

Restricted Cash

          As part of the Note Purchase Agreement (See Note 4), NW Aladdin is required to maintain a cash balance at any point in time to cover six months of original debt maintenance payments and $600,000 adjusted annually, as a minimum maintenance requirement. As of December 31, 2003 the minimum maintenance requirement was $672,000. This amount increases by 3.75% at the beginning of each calendar year.

          In accordance with the Note Purchase Agreement, as amended by the Settlement Agreement (see Note 3), restricted payments to the members of NW Aladdin are permitted on a quarterly basis provided that NW Aladdin is in compliance with certain operating and financial covenants including the aforementioned condition.

Use of Estimates

          The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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.

New Accounting Pronouncements

          In 2001, the FASB issued SFAS No. 143, “Asset Retirement Obligations” (SFAS No. 143). SFAS No. 143 provides accounting requirements for retirement obligations (whether statutory, contractual, or as a result of promissory estoppel) associated with tangible long-lived assets. The Company adopted SFAS No. 143 as of January 1, 2003. The adoption of SFAS No. 143 had no effect on the Company’s reported financial position, results of operations, or cash flows. By agreement, any costs to dismantle the NW Aladdin facility are borne by the customer.

Financial Instruments

          The carrying values of accounts receivable, other receivables, lease receivables, accounts payable, and accrued expenses approximate their fair values. At June 30, 2004 and December 31, 2003, the estimated fair value of the NW Aladdin Senior Notes was $22,117,000 and $23,021,000, respectively. The book value of these notes was approximately $19,284,000 and $20,335,000 at June 30, 2004 and December 31, 2003, respectively.

          Certain estimates and judgments were required to develop the fair value amounts. The fair value amounts are not necessarily indicative of the amounts NW Aladdin would realize upon disposal nor do they indicate NW Aladdin’s intent or ability to dispose of the financial instrument.

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NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

Segment Information

          The Company operates in a single segment as a provider of cooling, heating and related services to buildings in the greater metro Las Vegas area.

Comprehensive Income

          The Company currently does not have any elements of other comprehensive income.

Asset Impairment

          An impairment in the carrying value of an asset is recognized whenever anticipated future cash flows (undiscounted) for an asset is estimated to be less than its carrying value. The amount of the impairment recognized is the difference between the carrying value of the asset and its fair value. The Company has not identified any such impairment losses.

3. Bankruptcy Proceeding and Settlement

          In September 2001, one of NW Aladdin’s customers (the “Debtor”) filed a voluntary case under the United States Bankruptcy Code. Early in the case, the Debtor received temporary approval from the court to only pay for the usage portion of their NW Aladdin bills. The usage portion represents approximately 20% of the Debtor’s annual bill. The remainder of the Debtor’s bill includes capital recovery, return on equity and operating cost recovery components.

          In December 2001, NW Aladdin filed a motion to compel Debtor to assume or reject the executory contract and lease with NW Aladdin, or, in the alternative, granting NW Aladdin adequate protection. In January 2002, a hearing was held related to the motion. At the hearing, the Debtor was ordered to pay the usage portion as well as additional components of their NW Aladdin bill.

          In December 2002, the Bankruptcy Court approved a Settlement Agreement and Release (“Settlement Agreement”) between, among others, NW Aladdin, the Debtor and NW Aladdin’s noteholders (see Note 4) resolving all legal disputes between the parties. As of the effective date of the Settlement Agreement, the Debtor owed NW Aladdin a cure amount totaling $2.9 million. Of the total amount, $1.9 million was paid immediately. The balance is due upon the Debtor achieving certain financial hurdles over four consecutive quarters within the next five years. As of June 30, 2004, the Debtor had not achieved those financial hurdles. NW Aladdin currently cannot predict if the Debtor will achieve those hurdles in the remaining time frame and as such has reserved approximately $507,000 in full against the remaining balance.

          An additional provision of the Settlement Agreement requires the debtor to pay a return of equity portion of their monthly NW Aladdin bill with a 10% return going forward instead of a 20% return in the original contract. In December 2002, NW Aladdin recorded a lease valuation reserve of approximately $2,603,000 related to uncollectible lease payments as a result of this change and the associated customer bankruptcy. This reserve is being amortized on a straight-line basis over the remaining lease term. For the six months ended June 30, 2004 and 2003, NW Aladdin has recorded approximately $76,000 and $76,000 of amortization expense, respectively.

4. Senior Notes Payable

          In March 1999, NW Aladdin entered into a Note Purchase Agreement to issue from time to time, an aggregate principal amount of $40,000,000 of senior secured notes (“Senior Notes”). Of the aggregate principal amount, $16,000,000 were to be Floating Series A Senior Secured Notes (“Series A

F-227

ETT NEVADA, INC.

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

Notes”) due the earlier of March 31, 2000 or the Completion Date, as defined in the Agreement, and $24,000,000 were to be Fixed Rate Series B Senior Secured Notes (“Series B Notes”) due on the 17th anniversary of the earlier of the Completion Date or March 1, 2000.

          In March 2000, NW Aladdin’s members contributed $16,000,000 in proportion of their percentage interest (see Note 1). The proceeds from the contribution were used to repay maturing Series A Notes on March 31, 2000.

          Principal payments for the Series B Notes over the next five years and thereafter aggregate approximately:

Year		Principal Payment
2004		$	1,062,000
2005		$	2,195,000
2006		$	2,300,000
2007		$	2,418,000
2008		$	2,551,000
Thereafter		$	8,758,000
	Total	$	19,284,000

          Prior to the March 1, 2000 project Completion Date, as defined in the Note Purchase Agreement, the Series B Notes have an interest rate of 9.28%. After March 1, 2000, the Series B Notes have an interest rate of 12.14%. Principal and interest are payable quarterly. The assets of NW Aladdin collateralize the Series B Notes.

          As of June 30, 2004 and 2003, approximately $19,284,000 and $21,345,000, respectively, of the Series B Notes were outstanding. For the six months ended June 30, 2004 and 2003, total interest incurred and paid on the Senior Notes was approximately $1,215,000 and $1,337,000 respectively.

          Due to a customer’s bankruptcy filing (see Note 3), NW Aladdin was in default under the Note Purchase Agreement and as a result the outstanding Series B Notes were reclassified to short term as of December 31, 2001. As of the effective date of the Settlement Agreement (see Note 3), the default was deemed cured and an event of default cannot be declared due to the continuation of the customer’s bankruptcy filing.

          As part of the Settlement Agreement, NW Aladdin agreed to apply approximately $115,000 a month as early amortization of the outstanding principal on the Series B Notes, without a prepayment penalty. This will effectively shorten the maturity of the notes to 2012. NW Aladdin paid approximately $692,000 and $611,000 during the first six months of 2004 and 2003, respectively. The required principal payments shown in the above table include these additional payments.

5. Direct Financing Lease Transactions

          NW Aladdin has entered into energy service agreements containing provisions to lease certain equipment to customers. Under these agreements, title to the leased equipment will transfer to the customer at the end of the twenty-year lease terms. The lease agreements are accounted for as direct

F-228

ETT NEVADA, INC.

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

financing leases. The components of the net investment in direct financing equipment leases at June 30, 2004 and December 31, 2003 are as follows:

		June 30, 2004		December 31, 2003
Minimum lease payments receivable		$	70,948,190	$	73,613,371
Less unearned financing lease income			36,594,400		38,618,957
Net investment in direct financing		$	34,353,804	$	34,994,430
Equipment Leases:
	Current portion	$	1,761,796	$	1,700,906
	Long-term portion		32,592,008		33,293,524
		$	34,353,804	$	34,994,430

          Unearned financing lease income is recognized over the terms of the leases. Future direct-financing minimum lease payments to be received by the Company totals approximately $70,948,000 as follows:

2004	$	3,012,000
2005		5,070,000
2006		5,070,000
2007		5,070,000
2008		5,070,000
Thereafter		47,656,000
Total	$	70,948,000

          In December 2002, NW Aladdin recorded a lease valuation reserve of approximately $2,603,000 related to uncollectible lease payments as a result of the customer bankruptcy Settlement Agreement (see Note 3). The reserve is being amortized on a straight-line basis over the remaining lease term. For the six months ended June 30, 2004 and 2003, NW Aladdin has recorded approximately $76,000 and $76,000 of amortization expense, respectively.

6. Income Taxes

          The Company has recorded a provision for income taxes for the six months ended June 30, 2004 and 2003 of $79,999 and $170,032, respectively, based upon its estimate of the effective tax rate for the fiscal year.

7. Other Related Party Transactions

          For the six months ended June 30, 2004 and 2003, NW Aladdin incurred costs of approximately $100,000 and $80,000, respectively, for development, administrative and management services provided by Exelon Thermal Development, Inc., another wholly owed subsidiary of Holdings. At June 30, 2004 and 2003, approximately $0 and $35,000, respectively, was payable to Exelon Thermal Development, Inc.

          At June 30, 2004 and 2003, approximately $10,000 was payable to NEICO for development, administrative and management services provided to NW Aladdin in prior years.

          For the six months ended June 30, 2004 and 2003, NW Aladdin incurred costs of approximately $653,000 and $682,000, respectively, for the purchase of electricity from Nevada Power Company, a

F-229

ETT NEVADA, INC.

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — (Continued)

wholly owned subsidiary of SPR. At June 30, 2004 and 2003, approximately $231,000 and $262,000, respectively, was payable to Nevada Power Company.

          Under an arrangement with Holdings, the Company may borrow funds at an interest rate that approximates LIBOR plus a margin ranging from 50 to 130 basis points. Total interest costs incurred and paid on the borrowings aggregated approximately $41,000 and $73,000, respectively, for the six months ended June 30, 2004 and 2003.

          In April 2004, the Company’s parent converted its income tax receivables and inter-company accounts of approximately $5,981,000 to equity.

          Management believes that the aforementioned transactions have been recorded at amounts substantially equivalent to those that would have been recorded if the affiliates were not related.

8. Commitments and Contingencies

          The Company has no pending litigation or parental guarantees.

          NW Aladdin has entered into long-term service agreements with its two customers whereby they have agreed to provide a service of heating and cooling at customer premises over a twenty-year period. As the agreement calls for timely payment for services provided, NW Aladdin can cease service for non-payment. Accordingly, if either customer fails to make timely payments, NW Aladdin would have difficulty operating as a going concern as other business opportunities are remote.

          NW Aladdin leases from one of its customers the site on which it has constructed its district energy facility. The lease has an initial term of 20 years and optional five-year renewal terms. NW Aladdin prepaid the $240 base rent for the entire initial term of the lease.

9. Sale of Business

          On December 23, 2003, Exelon and Exelon Thermal Holdings, Inc. entered into a Stock Purchase agreement with Macquarie District Energy, Inc., Macquarie District Energy Holdings, LLC and Macquarie Bank Limited to sell the outstanding shares of ETT Nevada, Inc. for $24.15 million. The transaction closed on September 29, 2004.

F-230

CONNECT M1-A1 HOLDINGS LIMITED

CONSOLIDATED FINANCIAL STATEMENTS

Year Ended March 31, 2004, 2003, and 2001

with Report of Independent Accountants

F-231

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders of

     Connect M1-A1 Holdings Limited

          We have audited the accompanying consolidated balance sheets of Connect M1-A1 Holdings Limited (formerly Yorkshire Link (Holdings) Limited) and its subsidiary as of March 31, 2004 and 2003, and the related consolidated statements of operations, changes in shareholders’ equity and comprehensive income, and cash flows for each of the three years in the period ended March 31, 2004. 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 audits.

          We conducted our audits 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 audits provide a reasonable basis for our opinion.

          In our opinion the consolidated financial statements present fairly, in all material respects, the financial position of the companies as of March 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

          As discussed in Note 2, effective April 1, 2001 the Company adopted SFAS 133, “Accounting for Derivative Instruments and Hedging Activities.”

DELOITTE & TOUCHE LLP

London, England

August 18, 2004

F-232

CONNECT M1-A1 HOLDINGS LIMITED AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

		As of March 31,
		2004			2003
		(In thousands)
Assets
Current assets:
	Cash and cash equivalents		£991			£1,404
	Restricted cash		12,720			11,500
	Accounts receivable		84			492
	Unbilled accounts receivable		4,688			2,807
	Inventory — consumable supplies		289			227
	Prepaid expenses		68			284
Total current assets			18,840			16,714
Machinery and equipment, net			20,495			22,237
Investment in concession, net			225,366			233,395
Other assets:
	Loans receivable from shareholders		16,759			15,917
	Deferred finance costs		5,113			5,455
	Deferred taxes		—			4,081
Total assets			£286,573			£297,799
Liabilities and shareholders’ deficit
Current liabilities:
	Accounts payable		£2,107			£2,724
	Accrued expenses		1,114			419
	Current portion of long-term debt		15,944			11,889
Total current liabilities			19,165			15,032
Long-term liabilities:
	Long-term debt, net of current portion		291,238			306,676
	Deferred taxes		78			—
	Fair value of interest rate swaps		18,617			27,034
Total long-term liabilities			309,933			333,710
Total liabilities			329,098			348,742
Shareholders’ deficit:
	Common stock, .01 par value; 10,000,000 shares authorized; 3,000,000 and 3,000,001 shares issued and outstanding, respectively		3,000			3,000
	Accumulated deficit		(33,224	)		(40,866	)
	Accumulated other comprehensive loss		(12,301	)		(13,077	)
Total shareholders’ deficit			(42,525	)		(50,943	)
Total liabilities and shareholders’ deficit			£286,573			£297,799

See accompanying notes to the consolidated financial statements.

F-233

CONNECT M1-A1 HOLDINGS LIMITED AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

		Year Ended March 31,
		2004			2003			2002
		(In thousands)
Revenue		£	46,284		£	45,267		£	46,051
Costs of revenue			(12,702	)		(11,404	)		(10,892	)
Gross margin			33,582			33,863			35,159
General and administrative expenses			(1,157	)		(1,245	)		(1,264	)
Operating income			32,425			32,618			33,895
Other (expense) income:
	Interest expense		(20,349	)		(22,168	)		(26,741	)
	Interest income		1,638			1,772			1,539
	Income (loss) from interest rate swaps		1,597			(15,260	)		(2,245	)
Total other expense			(17,114	)		(35,656	)		(27,447	)
Income (loss) before income taxes			15,311			(3,038	)		6,448
Income tax expense (benefit)			4,229			(925	)		1,899
Net income (loss)		£	11,082		£	(2,113	)	£	4,549

See accompanying notes to the consolidated financial statements.

F-234

CONNECT M1-A1 HOLDINGS LIMITED AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’

DEFICIT AND OTHER COMPREHENSIVE INCOME (LOSS)

									Accumulated						Total
	Common Stock								Other						Comprehensive
						(Accumulated			Comprehensive						Income
	Shares			Amount		Deficit)			Loss			Total			(Loss)
	(In thousands, except number of shares)
Balance as of March 31, 2001		3,000,001		£	3,000	£	3,711		£	—		£	6,711
Adoption of FAS 133 (net of tax of £6,095)		—			—		—			(14,221	)		(14,221	)	£	(14,221	)
Net income		—			—		4,549			—			4,549			4,549
Release of other comprehensive income (net of tax of £242)		—			—		—			564			564			564
Dividends paid		—			—		(6,000	)		—			(6,000	)		—
Distribution to shareholders		—			—		(25,368	)		—			(25,368	)		—
															£	(9,108	)
Balance as of March 31, 2002		3,000,001			3,000		(23,108	)		(13,657	)		(33,765	)
Net loss		—			—		(2,113	)		—			(2,113	)	£	(2,113	)
Release of other comprehensive income (net of tax of £248)		—			—		—			580			580			580
Dividends paid		—			—		(5,300	)		—			(5,300	)		—
Distribution to shareholders		—			—		(10,345	)		—			(10,345	)		—
															£	(1,533	)
Balance as of March 31, 2003		3,000,001			3,000		(40,866	)		(13,077	)		(50,943	)
Net income		—			—		11,082			—			11,082		£	11,082
Release of other comprehensive income (net of tax of £333)		—			—		—			776			776			776
Dividends paid		—			—		(3,440	)		—			(3,440	)		—
Share buyback		(1	)		—		—			—			—			—
															£	11,858
Balance as of March 31, 2004		3,000,000		£	3,000	£	(33,224	)	£	(12,301	)	£	(42,525	)

See accompanying notes to the consolidated financial statements.

F-235

CONNECT M1-A1 HOLDINGS LIMITED AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

			Year Ended March 31,
			2004			2003			2002
			(In thousands)
Operating activities
Net income (loss)			£	11,082		£	(2,113	)	£	4,549
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
	Depreciation			9,790			9,508			9,201
	Amortization of deferred finance costs			342			337			2,687
	Accounts payable — long-term			—			(135	)		(117	)
	Redemption premium			496			496			666
	Accretion of interest on receivable from shareholders			(842	)		(741	)		(121	)
	Amortization of other comprehensive income			1,109			828			805
	Deferred taxes			3,826			(1,214	)		1,474
	Change in fair value of interest rate swaps			(8,417	)		9,277			(2,558	)
	Changes in operating assets and liabilities:
		Accounts receivable		408			(355	)		3,941
		Unbilled receivables		(1,881	)		(303	)		(2,504	)
		Prepaid expenses		216			235			(54	)
		Inventory		(62	)		—			(7	)
		Accounts payable		(617	)		452			122
		Accrued expenses		696			(120	)		(2,080	)
Net cash provided by operating activities				16,146			16,152			16,004
Investing activities
Restricted cash				(1,220	)		15,100			(10,834	)
Purchases of property and equipment				(19	)		(184	)		(60	)
Receivable from shareholders				—			(4,655	)		(10,400	)
Net cash (used in) provided by investing activities				(1,239	)		10,261			(21,294	)
Financing activities
Proceeds from borrowings				—			—			234,270
Repayment of long-term debt				(11,880	)		(11,427	)		(192,020	)
Finance costs				—			—			(4,382	)
Distribution to shareholders				—			(10,345	)		(25,368	)
Cash dividends paid				(3,440	)		(5,300	)		(6,000	)
Net cash (used in) provided by financing activities				(15,320	)		(27,072	)		6,500
Net increase (decrease) in cash and cash equivalents				(413	)		(659	)		1,210
Cash and cash equivalents, beginning of period				1,404			2,063			853
Cash and cash equivalents, end of period			£	991		£	1,404		£	2,063
Supplemental disclosures
Income tax paid (cash)			£	293		£	423		£	343
Interest paid (cash):
	Interest rate swaps			5,711			5,155			3,998
	Senior debt		£	17,528		£	19,588		£	18,934
	Subordinated debt			2,057			1,321			2,928
			£	25,296		£	26,064		£	25,860

See accompanying notes to the consolidated financial statements.

F-236

CONNECT M1-A1 HOLDINGS LIMITED AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2004, 2003 and 2002

1. Description of Business and Basis of Presentation

          The accompanying consolidated financial statements include the accounts of Connect M1-A1 Holdings Limited (“Holdings”), formerly Yorkshire Link (Holdings) Limited, and its wholly owned subsidiary Connect M1-A1 Limited, formerly Yorkshire Link Limited, (“Connect M1-A1”) (collectively referred to as the “Company”). Holdings was established in 1994 as an investment by Balfour Beatty plc (“Balfour Beatty”) and Kvaerner Construction Group Limited (“Kvaerner”). Macquarie European Infrastructure plc purchased Macquarie Infrastructure (U.K.) Limited, formerly Kvaerner Corporate Developments Limited, the vehicle which housed Kvaerner’s ownership interest in Holdings in 1999. Balfour Beatty and Macquarie Infrastructure (U.K.) Limited (collectively known as the “Shareholders”) jointly control Connect M1-A1, a limited liability company incorporated in the United Kingdom that was formed in 1994 to design, build and operate the Yorkshire Link Road around Leeds, England under a 30 year concession agreement (the “Concession Agreement”) with the Secretary of State for Transport (the “Transport Secretary”). All decisions must be approved by both shareholders.

          Macquarie Infrastructure (U.K.) Limited transferred its ownership in Holdings to Macquarie Yorkshire Limited (“MYL”) in April 2003.

          The Yorkshire Link Road is a motorway link of almost thirty kilometres in length (nineteen miles) which provides a strategic connection between the M1 and M62 motorways south of Leeds, England and the A1 Trunk Road south of Wetherby, England. Upon the conclusion of the Concession Agreement, the Yorkshire Link Road will transfer to the U.K. Government. The Company has certain obligations set out in the Concession Agreement, including, for example, a requirement to maintain the road. If the Company defaults on its obligations under the Concession Agreement, the Transport Secretary may terminate the Concession Agreement without compensation to the Company. In addition, the Transport Secretary may terminate the Concession Agreement under other circumstances, including the following:

• the performance obligations under the Concession Agreement become impossible without the exercise of a statutory power by the Transport Secretary;

• the Transport Secretary chooses not to exercise that power following a request by the Company; and

• the Company and the Transport Secretary fail to agree on an alternative means of performance within a period of 90 days.

          From March 1996 through February 1999, the Company designed and constructed the Yorkshire Link Road. The Yorkshire Link Road was officially opened to traffic on February 4, 1999. The Company is now maintaining and operating the Yorkshire Link Road for the duration of the Concession Agreement, which expires in March 2026. This Concession Agreement is the sole source of the Company’s revenue and operations and, upon the end of the contract, the Company will be dissolved.

2. Summary of Significant Accounting Policies

Principles of Consolidation

          All significant intercompany balances and transactions have been eliminated on consolidation.

Use of Estimates

          The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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

F-237

CONNECT M1-A1 HOLDINGS LIMITED AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are primarily made in relation to revenue recognition for any period less than twelve months.

Cash and Cash Equivalents

          Cash and cash equivalents are defined as all short-term highly liquid investments with an original maturity of 90 days or less.

Inventories

          Inventories consist primarily of consumable supplies and materials. Inventories are stated at the lower of cost or market value. Cost is determined by the first-in, first-out basis. Market value is determined by the quoted price for comparable supplies and materials.

Investment in Concession

          The Investment in the Concession, the Yorkshire Link Road, is stated at cost less accumulated depreciation. The Company capitalized interest cost incurred by Connect M1-A1 during construction as a component of the Yorkshire Link Road cost of construction. There has been no interest capitalized during any subsequent period.

          Depreciation on the Yorkshire Link Road in any period is determined based on a percentage of Heavy Goods Vehicle (“HGV”) usage in that period relative to the total estimated HGV vehicle usage over the life of the Concession Agreement. Depreciation commenced on February 4, 1999.

          Maintenance and repair costs are charged to expense as incurred. Major betterments and improvements which extend the useful life of the item are capitalized and depreciated.

          The Company has scheduled its maintenance and repairs so as to ensure that the Yorkshire Link Road is in the necessary condition at the date of transfer to the U.K. Government. The Company may incur additional maintenance and repair costs at the end of the Concession Agreement if the scheduled maintenance and repairs do not achieve that objective.

Property and Equipment

          Property and equipment is stated at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the estimated useful lives ranging from three to twenty years.

          The cost and accumulated depreciation of property and equipment retired or otherwise disposed of are removed from the related accounts, and any residual values are charged or credited to income.

Deferred Finance Costs

          Finance costs in relation to the Company’s debt are recorded as an asset and amortized over the terms of the loans, using the effective interest rate method. Deferred finance costs relating to debt extinguishments are written off to the statement of operations in that period.

Impairment of Long-Lived Assets

          Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be fully recoverable. These events or changes in circumstances may include a significant deterioration of operating results, changes in business plans, or changes in anticipated future cash flows. If an impairment indicator is present, the

F-238

CONNECT M1-A1 HOLDINGS LIMITED AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Company evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the carrying value exceeds such undiscounted cash flows, the impairment recognized is measured by the amount by which the carrying amount exceeds the fair value of the assets. Fair value is generally determined by estimates of discounted cash flows. The discount rate used in any estimate of discounted cash flows would be the rate required for an investment of similar risk.

Income Taxes

          The Company uses the liability method in accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that will be in effect when the differences are expected to reverse.

          Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Revenue Recognition

          The Company’s sole source of revenue is from the Transport Secretary through a shadow tolling system that is based on traffic volume, toll rates and vehicle class, as defined in the Concession Agreement. In accordance with the agreement, the Company receives provisional monthly payments based on revenues earned in the prior fiscal year ending March 31. An annual reconciliation is provided shortly after the fiscal year end and any under or overpayment is adjusted. Any difference between the revenue recognized and the revenue billed is recorded as an unbilled receivable or a payable.

          The Concession Agreement provides traffic band rates per vehicle kilometer (vkm) that are the basis for the shadow tolls. The rate per vkm in each band generally decreases as the traffic volumes increase. These bands are based on annual traffic volumes, as expressed vkm terms. The rates per vkm are subject to an indexation factor, as defined by the Concession Agreement, which varies from time to time. Changes to the indexation factor have the general effect of decreasing the rate per vkm over the concession period. Based on a formula contained in the concession, revenues increase with increases in the volume of traffic using Yorkshire Link and the rate of inflation in the U.K. If traffic volumes do not increase and there is no inflation, toll rates will decline moderately through time due to the operation of the rate structure under the concession. Also, periodically, a global factor in the formula serves to decrease or increase shadow toll rates.

          For annual periods, revenue is calculated based on the actual traffic volume applying the vkm rates for that period. The vkm rates represent the contractual traffic band rate modified for the indexation factor applicable to that period. The annual revenue generated from the concession is subject to a maximum amount. For periods of less than twelve months, the Company determines an expected average rate per vehicle for each vehicle class, based on estimated traffic volume, which is used as the basis for revenue recognition. The Company recognizes revenue based on the actual traffic volumes at the estimated average rate per vehicle.

Accounting for Derivative Instruments and Hedging Activities

          On April 1, 2001, the Company adopted SFAS 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”), which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts and used for hedging activities. All derivatives, whether designated for hedging relationships or not, are required to be recorded on the balance sheet at fair value. If the derivative is designated as a fair value hedge, all changes in the fair value of the derivative and changes in the fair value of the hedged item attributable to the hedged risk

F-239

CONNECT M1-A1 HOLDINGS LIMITED AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

are recognized in the Statement of Operations. If the derivative is designated as a cash flow hedge, the effective portions of the changes in the fair value of the derivative are recorded in other comprehensive income and are recognized in the statement of operations when the hedged item affects earnings. The ineffective portions of both fair value and cash flow hedges are immediately recognized in the Statement of Operations.

          Upon adoption of SFAS 133, to the extent that an entity had derivative instruments that were consistent with cash flow hedges, the cumulative effect of adoption was required to be recorded as an adjustment to other comprehensive income and released over the remaining life of the interest rate swaps based on the effective interest rate method. The Company recorded a cumulative effect of adoption, net of tax, of £14,221. This balance is released from other comprehensive income to the statement of operations each period.

          Following adoption of SFAS 133, the interest rate swaps are accounted for at fair value with any increase in fair value being reflected in the statement of operations each period.

Loans Receivable from Shareholders

          The Company records non-interest bearing receivables from Shareholders at the discounted value based on an estimated discount rate in place at the date of issuance of the amounts. The difference between the discounted value and the cash value is recorded as a distribution to shareholders. The Company records interest income based on the imputed rate over the life of the loan and increases the amount of the receivable.

3. Restricted Cash

          In accordance with a restriction in the agreements with the Company’s lending institutions, a certain level of cash is restricted in order to maintain a balance sufficient to cover the anticipated debt service for the following three to six months. In September 2001 the Senior Bank Lenders required an additional £15,000 to be held in the restricted cash account for the purpose of providing security against any liability of the Company to indemnify the Secretary of State for Transport in respect of claims for compensation pursuant to Part 1 of the Land Compensation Act 1973 received by or on behalf of the Secretary of State for Transport in relation to the project plus related costs, whensoever such claims are so received. In June 2002, the Transport Secretary accepted that no such indemnity existed, and the Company was released from the requirement to hold the cash in reserve.

4. Long-Term Debt

          Long-term debt consists of the following:

	As of March 31,
	2004		2003
Senior Bank Loan		£207,408		£217,109
European Investment Bank Loan		81,585		83,763
Junior Subordinated Loan from Shareholders		5,709		5,709
Subordinated Loan from Shareholders		10,000		10,000
Redemption Premium on Subordinated Loan from Shareholders		2,480		1,984
		307,182		318,565
Less current portion of long-term debt		15,944		11,889
		£291,238		£306,676

F-240

CONNECT M1-A1 HOLDINGS LIMITED AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

          In September 2001, Connect MI-AI repaid certain of its outstanding debt facilities and replaced them with new borrowings. At the same time, the Shareholders purchased the Subordinated Loan from a third party. As a result, the term of the senior credit facilities were lengthened from thirteen to twenty-three years. In addition, the Company received proceeds from the additional borrowings in excess of its cash requirements and entered into an agreement whereby the Shareholders could borrow the excess cash from the Company (see Note 5). In connection with the refinancing, the Company wrote off £2,337 of deferred financing costs associated with repayment of the debt.

Senior Bank Loan

          The Senior Bank Loan bears interest at LIBOR plus 0.75% per year in 2004 (and increases to 0.80% per year in 2006 and 0.90% per year in 2020) (5.28% per year as of March 31, 2004) and is repayable in semi-annual installments through March 31, 2024.

European Investment Bank (EIB) Loan

          The EIB Loan is provided by the EIB to companies to contribute towards the integration, balanced development and economic and social cohesion of the European Union member countries. This loan was provided as part of the original financing of the Yorkshire Link Road. A portion of the loan is guaranteed by a commercial letter of credit (£47,500) and a portion of the loan is guaranteed by the European Investment Fund (“EIF”) (£22,500). The guaranteed portion of the loan bears interest at 9.23% per year and the remaining portion bears interest at 9.53% per year. The loan agreement allows the guarantee to be released based on the achievement of certain financial covenants. The loan is repayable in semi-annual installments through March 25, 2020. In the event of the early retirement of the EIB facility by the Company, break funding charges would be payable by the Company, the magnitude of which would depend upon the existing interest rate environment at the date of early retirement. As of March 31, 2004, the estimated break funding charges would be approximately £25,000.

Junior Subordinated Loan from Shareholders

          The subordinated loan from shareholders was entered into on March 26, 1996. The Junior Subordinated Loan was put in place by the Shareholders to facilitate the construction of the Yorkshire Link Road and to provide the Shareholders with a fixed return. The subordinated loan bears interest at 15% per year and it is repayable in 2020.

Subordinated Loan from Shareholders

          The subordinated loan bears interest at LIBOR plus 4% per year (8.53% per year at March 31, 2004), with a minimum interest rate of 6% per year, and is repayable in semi-annual installments from March 31, 2005 through September 30, 2016. The loan, originally with a third party, was purchased equally by the shareholders in 2001. In addition to the annual interest cost, the loan includes a redemption premium of £6,500 that is being accreted based on the effective interest rate over the life the loan.

          Certain of the Company’s borrowings contain various restrictive covenants which require the Company to maintain certain financial covenants, including a Debt Service Cover Ratio for the current and forecast twelve month period of 1.13 for the EIB Loan and 1.10 for the Senior Bank Loan and a Loan Life Coverage Ratio for the current and forecast twelve month period of 1.15 for the EIB Loan and the Senior Bank Loan. The Company has been in compliance with all such covenants during the reporting period.

          All of the Company’s borrowings contain either a fixed or varying security interest over the assets of the Company, as defined by an intercreditor agreement. All long-term debt facilities would be repaid in

F-241

CONNECT M1-A1 HOLDINGS LIMITED AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

advance of other general creditors in the event of the Company becoming insolvent, except as prohibited by any legal restriction.

          Future maturities of the long-term debt are as follows: £15,944 (including £130 redemption premium) in 2004; £16,123 in 2005 (including £260 redemption premium); £17,221 in 2006 (including £325 redemption premium); £19,622 in 2007 (including £390 redemption premium); and £242,291 in 2008 and thereafter (including £5,395 redemption premium).

5. Related Party Transactions

Loans Receivable from Shareholders

          The Company has agreements with the Shareholders which allow them to each borrow available cash, as defined in the agreements. Under the agreements, each shareholder shall only be entitled to draw an amount if the other shareholder draws the same amount at that time. The shareholders borrowed on these agreements in 2001 and 2002, and no further facilities are available for future draw down.

          These loans are non-interest bearing and repayable between 2016 and 2025. Repayments are deferrable up until the maturity date; however, any deferred repayments attract a penalty interest rate of LIBOR plus 2% per year. Any deferral of payment must be approved by both of the shareholders. The present value of future cash flows, discounted at the long-term zero coupon rate plus 0.75% per year at the date of each drawdown was recorded as the upstream loan. The difference between the discounted value and the future value of the loan is accreted over time through interest income in the statement of operations using the effective interest method.

          The borrowing of £14,154 on September 4, 2001 was discounted at 6.23% per year, the borrowing of £21,614 on March 31, 2002 was discounted at 6.16% per year and the borrowing of £15,000 on June 30, 2002 was discounted at 5.97% per year. The gross value of the loans receivable from shareholders as of March 31, 2004 is £50,768 (March 31, 2003: £50,768).

Management Services

          In March 1996 the Company entered into a technical services agreement and a secondment agreement with its shareholders to provide management, staff and technical support services. The technical services agreement was terminated in March 2004. The secondment agreement is an ongoing arrangement for the duration of the Concession Agreement, although the Company can terminate the agreement with ninety days’ notice.

          Expenses incurred are as follows:

	Year Ended March 31,
	2004		2003		2002
Secondment agreement	£	446	£	402	£	407
Technical services agreement		595		576		572
Vehicle rental		16		16		14
Director fees		193		193		193
	£	1,250	£	1,187	£	1,186

          As of March 31, 2004 and March 31, 2003, amounts included in accounts payable from related parties were £108 and £85, respectively. In addition, amounts included in accruals from related parties as of March 31, 2004 and March 31, 2003 were £58 and £56, respectively.

F-242

CONNECT M1-A1 HOLDINGS LIMITED AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Construction Services

          In 1996, the Company entered into a contract with the Kvaerner/ Balfour Beatty Joint Venture for the construction of the Yorkshire Link Road. The Construction Joint Venture (“CJV”) was formed by Kvaerner Construction Limited, an unrelated party, and Balfour Beatty Civil Engineering Limited, a related party member of Balfour Beatty.

          As of March 31, 2004 and 2003, amounts included in accounts payable to the CJV were £0 and £66, respectively. The CJV payable relates to an amount due as a final installment on the construction contract. In addition, amounts due from the CJV included in accounts receivable as of March 31, 2004 and 2003 were £0 and £416, respectively.

6. Income Taxes

          The income tax expense (benefit) consists of the following:

	Year Ended March 31,
	2004		2003			2002
Current	£	403	£	289		£	425
Deferred		3,826		(1,214	)		1,474
	£	4,229	£	(925	)	£	1,899

          The reconciliation of income taxes computed at the U.K. statutory rate to income tax expense (benefit) is as follows:

	Year Ended March 31,
	2004			2003			2002
Tax at U.K. statutory rate of 30% per year	£	4,593		£	(911	)	£	1,934
Adjustments to tax charges prior periods		(113	)		206			—
Expenses not deductible for tax purposes		2			2			1
Non-taxable revenues		(253	)		(222	)		(36	)
Income tax expense (benefit)	£	4,229		£	(925	)	£	1,899

          Significant components of the Company’s deferred tax assets (liabilities) are as follows:

	As of March 31,
	2004			2003
Accelerated capital allowances	£	(16,529	)	£	(18,331	)
Unrealized trading losses		10,866			14,179
Interest rate swaps		5,585			8,110
Interest rate accrual		—			123
Deferred tax	£	(78	)	£	4,081

          The unrealized trading losses are not expected to expire prior to the end of the concession. Unrealized trading losses as of March 31, 2004 were £36,220.

          In assessing the realization of deferred tax assets, management considers whether it is more likely than not that such benefit will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income.

F-243

CONNECT M1-A1 HOLDINGS LIMITED AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

7. Fair Value of Financial Instruments

          The estimated fair value of the Company’s financial instruments at March 31, 2004 is summarized below. Certain estimates and judgments were required to develop the fair value amounts. The fair value amounts shown below are not necessarily indicative of the amounts that the Company would realize upon disposal nor do they indicate the Company’s intent or ability to dispose of the financial instrument.

          The following methods and assumptions were used to estimate the fair value of each material class of financial instrument:

• Loans receivable from Shareholders — The fair value of these loans is determined by discounting future cash flows at the reporting date using the long-term zero coupon rate plus 0.75% per year at the reporting date. As of March 31, 2004 and 2003, the weighted average discount rates used were 3.61% per year and 3.57% per year.

• Long-term debt — The fair value of long-term debt is estimated based on the discounted future cash flows using currently available interest rates for similar instruments. A margin was applied ranging between 0.48% per year for the EIB Loan to 4.57% per year for both of the Subordinated Loans.

	As of March 31,
	2004		2003
European Investment Bank loan	£	106,942	£	114,767
Junior subordinated debt	£	8,782	£	8,611
Commercial subordinated debt	£	12,999	£	12,791
Loans receivable from Shareholders	£	18,530	£	17,862

          The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short maturity of these instruments. The carrying amount of the Company’s senior debt approximates fair value because of the variability of the interest cost associated with the instrument.

          The Company also enters into interest swap arrangements related to its bank borrowings to manage its exposure to variability in cash flows associated with floating interest rates. The total swap notional value approximates 70% of the amortizing debt balance over the term of the senior bank loan. As of March 31, 2004, the Company had five outstanding interest rate swap arrangements.

• The first arrangement is an interest rate swap, which has a notional amount of £11,931 as of March 31, 2004 and expires on March 31, 2014. Under this agreement, the fixed rate payable is 9.63% per year.

• The second arrangement is an interest rate swap, which has a notional amount of £17,167 as of March 31, 2004 and expires on March 31, 2014. Under this agreement, the fixed rate payable is 9.45% per year.

• The third arrangement is an interest rate swap, which has a notional amount of £19,785 as of March 31, 2004 and expires on March 31, 2014. Under this agreement, the fixed rate payable is 9.45% per year.

• The fourth arrangement is an interest rate swap, which has a notional amount of £19,785 as of March 31, 2004 and expires on March 31, 2014. Under this agreement, the fixed rate payable is 9.45% per year.

F-244

CONNECT M1-A1 HOLDINGS LIMITED AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

• The fifth arrangement is an interest rate swap, which has a notional amount of £76,535 as of March 31, 2004 and expires on March 31, 2024. Under this agreement, the fixed rate payable is 5.68% per year.

          The estimated fair value of these five swaps is based on quoted market prices. As of March 31, 2004 and 2003, the fair value was estimated to be a liability of £19 million and £27 million, respectively. The change in fair value is reflected in the statement of operations.

8. Commitments and Contingencies

Litigation

          As of March 31, 2004, there were no known legal disputes pending against the Company.

Letter of Credit Facilities

          The Company has a letter of credit of £47,500 that is in place to guarantee a portion of the EIB Loan. The Company pays a 0.75% per year fee on the letter of credit which expires in 2020 but can be cancelled prior to that date if the Company is released from the guarantee requirement of the EIB Loan.

          In addition, the Shareholders have each provided EIB with letters of credit of £1,000 which are callable if the EIB Loan is prepaid and the Company does not pay the prepayment penalties. These letters of credit will reduce based on the achievement of certain release test criteria. These criteria were not met in 2003 but are expected to be met in 2005 on the final release date.

EIF Guarantee

          The Company has a guarantee facility with EIF to guarantee £22,500 of the EIB Loan. The Company pays a contractually agreed-upon fee and the guarantee expires in 2014.

Periodic Maintenance:

          The Company is required to make ongoing expenditures to maintain the condition of the Yorkshire Link Road in accordance with the terms of the concession. The Company estimates spending approximately GBP 30.6 million, at 2003 prices, on periodic maintenance over the remaining life of the concession.

9. Subsequent Events (Unaudited)

Transfer Pricing

          On April 1, 2004, the U.K. government introduced Transfer Pricing rules. The new Transfer Pricing rules require all intercompany debt arrangements to be on an arm’s-length basis in order to be respected as loans under U.K. tax law. This proposed legislation is expected to have an impact on the Public Finance Initiative (“PFI”) and Public Private Partnership (“PPP”) sectors. The Company is reviewing the proposed legislation to determine what impact, if any, the changes will have on its ongoing operations.

F-245

         Through and including                     , 2004 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 Shares

Macquarie Infrastructure Company Trust

Each Share Represents One Beneficial Interest in the Trust

PROSPECTUS

Merrill Lynch & Co.

Citigroup

                    , 2004

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

          The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions and the representatives’ non-accountable expense allowance) will be as follows:

SEC registration fee		$	144,438
NASD filing fee			30,500
Listing application fee			*
Printing and engraving expenses			*
Legal fees and expenses			*
Accounting fees and expenses			*
Blue Sky fees and expenses			*
Trustee fees and expenses			*
Miscellaneous			*
	Total	$	174,938

*  To be filed by amendment.

Item 14. Indemnification of Directors and Officers.

          Certain provisions of our LLC agreement are intended to be consistent with Section 145 of the Delaware General Corporation Law, which provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in connection with an action or proceedings to which such person is, or is threatened to be made, a party by reason of such position, if such person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal proceedings, if such person had no reasonable cause to believe his conduct was unlawful; provided that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that such indemnification is proper under the circumstances.

          Our LLC agreement includes a provision that eliminates the personal liability of its directors for monetary damages for breach of fiduciary duty as a director, except for liability:

• for any breach of the director’s duty of loyalty to the company or its members;

• for acts or omissions not in good faith or a knowing violation of law; or

• for any transaction from which the director derived an improper benefit.

          Our LLC agreement provides that:

• we must indemnify our directors and officers to the equivalent extent permitted by Delaware General Corporation Law;

•  we may indemnify our other employees and agents and any person serving at our request as a director, officer, partner, member, employee or agent of another corporation or other enterprise to the same extent that we indemnified our officers and directors, unless otherwise determined by the company’s board of directors; and

•  we must advance expenses, as incurred, to our directors and executive officers in connection with a legal proceeding to the equivalent extent permitted by Delaware General Corporation

II-1

Law and may advance expenses as incurred to our other employees and agents, unless otherwise determined by the company’s board of directors.

          The indemnification provisions contained in our LLC agreement are not exclusive of any other rights to which a person may be entitled by law, agreement, vote of members or disinterested directors or otherwise.

          In addition, we will maintain insurance on behalf of our directors and executive officers and certain other persons insuring them against any liability asserted against them in their respective capacities or arising out of such status.

          Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

          Pursuant to the Underwriting Agreement filed as Exhibit 1.1 to this registration statement, we have agreed to indemnify the underwriters and the underwriters have agreed to indemnify us against certain civil liabilities that may be incurred in connection with this offering, including certain liabilities under the Securities Act.

Item 15. Recent Sales of Unregistered Securities.

          Not applicable.

Item 16. Exhibits and Financial Statement Schedules.

          (a) The following exhibits are filed as part of this registration statement:

Exhibit No.			Description
	1	.1*	Form of Underwriting Agreement
	2	.1**	Stock Purchase Agreement dated June 7, 2004 relating to the acquisition of Macquarie Americas Parking Corporation
	2	.2**	Amended and Restated Stock Purchase Agreement dated August 18, 2004 relating to the acquisition of North America Capital Holding Company
	2	.3**	Sale and Purchase Agreement dated June 7, 2004 relating to the acquisition of Macquarie Yorkshire Limited
	2	.4**	Limited Liability Company Purchase Agreement dated August 18, 2004 relating to the acquisition of Macquarie District Energy Holdings LLC
	2	.5**	Contribution and Subscription Agreement dated June 7, 2004 relating to the investment in the ordinary shares and preferred equity certificates of Macquarie Luxembourg Water S.a.r.L.
	2	.6**	Stapled Security Purchase Agreement dated June 7, 2004 relating to the investment in stapled securities of Macquarie Communications Infrastructure Group
	2	.7	Unit Purchase Agreement dated August 17, 2004 relating to the acquisition of units of PCAA Parent LLC from the PCA Group (as defined therein)
	2	.8	Stock Purchase Agreement dated October 8, 2004 relating to the acquisition of 100% of the common stock of Seacoast Holdings (PCAAH), Inc.
	2	.9	Unit Purchase Agreement dated October 8, 2004 relating to the acquisition of units of PCAA Parent LLC from Macquarie Securities (USA), Inc.
	2	.10	Stock Purchase Agreement, dated as of October 12, 2004, relating to the acquisition of Macquarie Airports North America Inc.

II-2

Exhibit No.			Description
	2	.11	Amended and Restated Limited Liability Company Purchase Agreement dated October 12, 2004 relating to the acquisition of Thermal Chicago Corporation and ETT Nevada, Inc.
	2	.12*	Second Amended and Restated Stock Purchase Agreement dated as of October 12, 2004 between Macquarie Investment Holdings, Inc. and Macquarie Infrastructure Assets Inc.
	3	.1**	Certificate of Trust of Macquarie Infrastructure Company Trust
	3	.2**	Trust Agreement dated April 13, 2004 of Macquarie Infrastructure Company Trust
	3	.3	Form of Amended and Restated Trust Agreement of Macquarie Infrastructure Company Trust
	3	.4**	Certificate of Formation of Macquarie Infrastructure Company LLC
	3	.5**	Operating Agreement dated April 13, 2004 of Macquarie Infrastructure Company LLC
	3	.6	Form of Amended and Restated Operating Agreement of Macquarie Infrastructure Company LLC
	3	.7	Amended and Restated Certificate of Trust of Macquarie Infrastructure Assets Trust
	3	.8	Amended and Restated Certificate of Formation of Macquarie Infrastructure Assets LLC
	3	.9	Certificate of Amendment of Certificate of Incorporation of Macquarie Infrastructure Assets Inc.
	3	.10	Form of Certificate of Formation of Macquarie Yorkshire LLC
	3	.11	Form of Certificate of Formation of South East Water LLC
	3	.12	Form of Certificate of Formation of Communications Infrastructure LLC
	3	.13	Form of Limited Liability Company Agreement
	4	.1	Specimen certificate evidencing share of trust stock of Macquarie Infrastructure Company Trust (included in Exhibit 3.3)
	4	.2**	Specimen certificate evidencing LLC interest of Macquarie Infrastructure Company LLC (included in Exhibit 3.5)
	5	.1	Form of opinion of Potter Anderson & Corroon LLP
	8	.1**	Form of tax opinion of Shearman & Sterling LLP
	10	.1	Form of Management Services Agreement among Macquarie Infrastructure Company LLC, certain of its subsidiaries named therein and Macquarie Infrastructure Management (USA) Inc.
	10	.2	Form of Registration Rights Agreement between Macquarie Infrastructure Company LLC and Macquarie Infrastructure Management (USA) Inc.
	10	.3	Terms and Conditions of Class A Preferred Equity Certificates
	10	.4	Terms and Conditions of Class B Preferred Equity Certificates
	10	.5*†	Shareholders’ Agreement dated April 30, 2004 relating to the Registrant’s interest in Macquarie Luxembourg Water S.a.r.L.
	10	.6*†	Form of Deed of Adherence to the Shareholders’ Agreement dated April 30, 2004 relating to the Registrant’s interest in Macquarie Luxembourg Water S.a.r.L.
	10	.7**	Shareholders’ Agreement dated March 26, 1996 and amended and restated on April 30, 2003 relating to the Registrant’s interest in Connect M1-A1 Holdings Limited
	10	.8	Form of Deed of Novation to the Shareholders’ Agreement dated March 26, 1996 and amended and restated on April 30, 2003 relating to the Registrant’s interest in Connect M1-A1 Holdings Limited (formerly Yorkshire Link (Holdings) Limited)
	10	.9**	Limited Liability Company Agreement of Parking Company of America Airports Holdings, LLC dated October 1, 2003, as amended
	10	.10**	Limited Liability Company Agreement of PCAA Parent, LLC dated September 30, 2003, as amended
	10	.11**	Loan Agreement dated October 1, 2003, among Parking Company of America Airports, LLC, PCA Airports, Ltd., Parking Company of America Airports Phoenix, LLC and GMAC Commercial Mortgage Corporation
	10	.12**	Stock Purchase Agreement dated April 28, 2004, among Macquarie Investment Holdings, Inc., Executive Air Support, Inc. and its shareholders named in Exhibit A thereto, as amended by the Closing Letter Agreement dated as of July 29, 2004
	10	.13**	Membership Interest Purchase Agreement dated August 18, 2004 among North America Capital Holding Company, and the Sellers named therein relating to the acquisition of General Aviation Holdings, LLC

II-3

Exhibit No.			Description
	10	.14**	Use and Occupancy Agreement dated January 1, 1986 between Johnson Controls World Services, Inc. (successor by assignment to Pan American World Airways, Inc.) and Atlantic Aviation Corporation (successor by assignment to Texaco, Inc.), as amended and supplemented on July 8, 1988, January 23, 1995, May 27, 1999 and August 23, 2000, relating to property located at Teterboro Airport
	10	.15**	Use and Occupancy Agreement dated February 14, 1979 between Johnson Controls World Services, Inc. (successor by assignment to Pan American World Airways, Inc.) and Atlantic Aviation Corporation, as amended and supplemented on January 1, 1985, January 1, 1987, January 1, 1995, May 18, 1999, August 1, 1999 and August 23, 2000, relating to property located at Teterboro Airport
	10	.16*	Debt Agreement relating to the financing of the acquisition of Executive Air Support, Inc. by Macquarie Investment Holdings, Inc.
	10	.17**	Share Purchase Agreement dated April 30, 2004 relating to the acquisition by Macquarie Luxembourg Water S.a.r.L. of the ordinary shares of Macquarie Water (U.K.) Limited
	10	.18**	Amended and Restated Secondment Agreement dated March 26, 1996 and amended and restated on April 30, 2003, among Connect M1-A1 Limited (formerly Yorkshire Link Limited) Macquarie Infrastructure (U.K.) Limited and Balfour Beatty plc
	10	.19	Form of Deed of Novation related to the Secondment Agreement
	10	.20**	DBFO contract dated March 26, 1996, by and between the U.K. Secretary of State for Transport and Connect M1-A1 Limited (formerly Yorkshire Link Limited)
	10	.21**	Amended and Restated Facility Agreement dated March 26, 1996 and amended and restated on October 20, 1997 and September 4, 2001, among Connect M1-A1 Limited (formerly Yorkshire Link Limited), ABN AMRO Bank N.V. and certain financial institutions listed in Schedule 1 thereto
	10	.22**	EIB Facility Agreement dated March 26, 1996 and amended and restated on September 4, 2001, between European Investment Bank and Connect M1-A1 Limited (formerly Yorkshire Link Limited)
	10	.23**	Amended and Restated Commercial Subordinated Loan Agreement dated March 26, 1996 and amended and restated on October 20, 1997 and September 4, 2001, among Connect M1-A1 Limited (formerly Yorkshire Link Limited), Macquarie Infrastructure (U.K.) Limited and Balfour Beatty plc
	10	.24**	Stock Purchase Agreement dated December 12, 2003 among Macquarie District Energy, Inc., Macquarie Bank Limited, Exelon Corporation and Exelon Thermal Holdings, Inc., as amended on June 30, 2004
	10	.25	District Cooling System Use Agreement dated October 1, 1994 between the City of Chicago, Illinois and MDE Thermal Technologies, Inc., as amended on June 1, 1995, July 15, 1995, February 1, 1996, April 1, 1996, October 1, 1996, November 7, 1996, January 15, 1997, May 1, 1997, August 1, 1997, October 1, 1997, March 12, 1998, June 1, 1998, October 8, 1998, April 21, 1999, March 1, 2000, March 15, 2000, June 1, 2000, August 1, 2001, November 1, 2001, June 1, 2002, and June 30, 2004
	10	.26	Note Purchase Agreement relating to the financing of the acquisition of Thermal Chicago Corporation by Macquarie District Energy, Inc.
	10	.27*	Macquarie Infrastructure Company LLC — Non-Employee Directors Equity Plan
	10	.28	Credit Agreement dated as of July 29, 2002 among Macquarie Airports North America Inc. and the lenders named therein
	10	.29	Form of Parent Company Guarantee between Macquarie Infrastructure Company LLC and Balfour Beatty plc
	10	.30	Letter Agreement dated October 14, 2004, to Sale and Purchase Agreement dated June 7, 2004 relating to the acquisition of Macquarie Yorkshire Limited
	10	.31*	Limited Liability Company Agreement dated as of March 18, 1999 of Northwind Aladdin, LLC, as amended
	16	.1	Resignation Letter of Ernst & Young LLP
	16	.2	Letter from Ernst & Young LLP regarding change of accountant
	21	.1**	Subsidiaries of Macquarie Infrastructure Company Trust
	23	.1	Consent of Potter Anderson & Corroon LLP (included in Exhibit 5.1)
	23	.2	Consent of Shearman & Sterling LLP (included in Exhibit 8.1)

II-4

Exhibit No.			Description
	23	.3	Consent of Ernst & Young LLP
	23	.4	Consent of Deloitte & Touche LLP
	23	.5	Consent of KPMG LLP
	23	.6	Consent of PricewaterhouseCoopers LLP
	23	.7	Consent of Lesley, Thomas, Schwarz & Postma, Inc.
	23	.8	Consent of Deloitte & Touche LLP
	23	.9	Consent of Ernst & Young LLP
	23	.10	Consent of WithumSmith+Brown, P.C.
	23	.11	Consent of Ernst & Young LLP
	23	.12	Consent of PricewaterhouseCoopers LLP
	24**		Powers of Attorney

  *  To be filed by amendment

**	Previously filed.
†	Confidential treatment requested as to certain portions, which will be separately filed with the Securities and Exchange Commission.

Item 17. Undertakings.

          The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

          Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification by the registrant against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

          The undersigned registrant hereby undertakes that:

          (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

          (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 15th day of October, 2004.

MACQUARIE INFRASTRUCTURE COMPANY TRUST

By:  /s/ PETER STOKES

Peter Stokes

Trustee

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PETER STOKES Peter Stokes	Trustee	October 15, 2004
* Alan Stephen Peet	Trustee	October 15, 2004

*By:  /s/ PETER STOKES

Peter Stokes

Attorney-in-fact

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 15th day of October, 2004.

MACQUARIE INFRASTRUCTURE COMPANY LLC

By:  /s/ PETER STOKES

Peter Stokes

Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PETER STOKES Peter Stokes	Chief Executive Officer and Director (Principal Executive Officer)	October 15, 2004
* David Mitchell	Chief Financial Officer (Principal Financial and Accounting Officer)	October 15, 2004
* John Roberts	Director	October 15, 2004
* Alan Stephen Peet	Director	October 15, 2004

*By:  /s/ PETER STOKES

Peter Stokes

Attorney-in-fact

II-7

            EXHIBIT INDEX

Exhibit No.			Description
	1	.1*	Form of Underwriting Agreement
	2	.1**	Stock Purchase Agreement dated June 7, 2004 relating to the acquisition of Macquarie Americas Parking Corporation
	2	.2**	Amended and Restated Stock Purchase Agreement dated August 18, 2004 relating to the acquisition of North America Capital Holding Company
	2	.3**	Sale and Purchase Agreement dated June 7, 2004 relating to the acquisition of Macquarie Yorkshire Limited
	2	.4**	Limited Liability Company Purchase Agreement dated August 18, 2004 relating to the acquisition of Macquarie District Energy Holdings LLC
	2	.5**	Contribution and Subscription Agreement dated June 7, 2004 relating to the investment in the ordinary shares and preferred equity certificates of Macquarie Luxembourg Water S.a.r.L.
	2	.6**	Stapled Security Purchase Agreement dated June 7, 2004 relating to the investment in stapled securities of Macquarie Communications Infrastructure Group
	2	.7	Unit Purchase Agreement dated August 17, 2004 relating to the acquisition of units of PCAA Parent LLC from the PCA Group (as defined therein)
	2	.8	Stock Purchase Agreement dated October 8, 2004 relating to the acquisition of 100% of the common stock of Seacoast Holdings (PCAAH), Inc.
	2	.9	Unit Purchase Agreement dated October 8, 2004 relating to the acquisition of units of PCAA Parent LLC from Macquarie Securities (USA), Inc.
	2	.10	Stock Purchase Agreement, dated as of October 12, 2004, relating to the acquisition of Macquarie Airports North America Inc.
	2	.11	Amended and Restated Limited Liability Company Purchase Agreement dated October 12, 2004 relating to the acquisition of Thermal Chicago Corporation and ETT Nevada, Inc.
	2	.12*	Second Amended and Restated Stock Purchase Agreement dated as of October 12, 2004 between Macquarie Investment Holdings, Inc. and Macquarie Infrastructure Assets Inc.
	3	.1**	Certificate of Trust of Macquarie Infrastructure Company Trust
	3	.2**	Trust Agreement dated April 13, 2004 of Macquarie Infrastructure Company Trust
	3	.3	Form of Amended and Restated Trust Agreement of Macquarie Infrastructure Company Trust
	3	.4**	Certificate of Formation of Macquarie Infrastructure Company LLC
	3	.5**	Operating Agreement dated April 13, 2004 of Macquarie Infrastructure Company LLC
	3	.6	Form of Amended and Restated Operating Agreement of Macquarie Infrastructure Company LLC
	3	.7	Amended and Restated Certificate of Trust of Macquarie Infrastructure Assets Trust
	3	.8	Amended and Restated Certificate of Formation of Macquarie Infrastructure Assets LLC
	3	.9	Certificate of Amendment of Certificate of Incorporation of Macquarie Infrastructure Assets Inc.
	3	.10	Form of Certificate of Formation of Macquarie Yorkshire LLC
	3	.11	Form of Certificate of Formation of South East Water LLC
	3	.12	Form of Certificate of Formation of Communications Infrastructure LLC
	3	.13	Form of Limited Liability Company Agreement
	4	.1	Specimen certificate evidencing share of trust stock of Macquarie Infrastructure Company Trust (included in Exhibit 3.3)
	4	.2**	Specimen certificate evidencing LLC interest of Macquarie Infrastructure Company LLC (included in Exhibit 3.5)
	5	.1	Form of opinion of Potter Anderson & Corroon LLP
	8	.1**	Form of tax opinion of Shearman & Sterling LLP
	10	.1	Form of Management Services Agreement among Macquarie Infrastructure Company LLC, certain of its subsidiaries named therein and Macquarie Infrastructure Management (USA) Inc.
	10	.2	Form of Registration Rights Agreement between Macquarie Infrastructure Company LLC and Macquarie Infrastructure Management (USA) Inc.
	10	.3	Terms and Conditions of Class A Preferred Equity Certificates
	10	.4	Terms and Conditions of Class B Preferred Equity Certificates

Exhibit No.			Description
	10	.5*†	Shareholders’ Agreement dated April 30, 2004 relating to the Registrant’s interest in Macquarie Luxembourg Water S.a.r.L.
	10	.6*†	Form of Deed of Adherence to the Shareholders’ Agreement dated April 30, 2004 relating to the Registrant’s interest in Macquarie Luxembourg Water S.a.r.L.
	10	.7**	Shareholders’ Agreement dated March 26, 1996 and amended and restated on April 30, 2003 relating to the Registrant’s interest in Connect M1-A1 Holdings Limited
	10	.8	Form of Deed of Novation to the Shareholders’ Agreement dated March 26, 1996 and amended and restated on April 30, 2003 relating to the Registrant’s interest in Connect M1-A1 Holdings Limited (formerly Yorkshire Link (Holdings) Limited)
	10	.9**	Limited Liability Company Agreement of Parking Company of America Airports Holdings, LLC dated October 1, 2003, as amended
	10	.10**	Limited Liability Company Agreement of PCAA Parent, LLC dated September 30, 2003, as amended
	10	.11**	Loan Agreement dated October 1, 2003, among Parking Company of America Airports, LLC, PCA Airports, Ltd., Parking Company of America Airports Phoenix, LLC and GMAC Commercial Mortgage Corporation
	10	.12**	Stock Purchase Agreement dated April 28, 2004, among Macquarie Investment Holdings, Inc., Executive Air Support, Inc. and its shareholders named in Exhibit A thereto, as amended by the Closing Letter Agreement dated as of July 29, 2004
	10	.13**	Membership Interest Purchase Agreement dated August 18, 2004 among North America Capital Holding Company, and the Sellers named therein relating to the acquisition of General Aviation Holdings, LLC
	10	.14**	Use and Occupancy Agreement dated January 1, 1986 between Johnson Controls World Services, Inc. (successor by assignment to Pan American World Airways, Inc.) and Atlantic Aviation Corporation (successor by assignment to Texaco, Inc.), as amended and supplemented on July 8, 1988, January 23, 1995, May 27, 1999 and August 23, 2000, relating to property located at Teterboro Airport
	10	.15**	Use and Occupancy Agreement dated February 14, 1979 between Johnson Controls World Services, Inc. (successor by assignment to Pan American World Airways, Inc.) and Atlantic Aviation Corporation, as amended and supplemented on January 1, 1985, January 1, 1987, January 1, 1995, May 18, 1999, August 1, 1999 and August 23, 2000, relating to property located at Teterboro Airport
	10	.16*	Debt Agreement relating to the financing of the acquisition of Executive Air Support, Inc. by Macquarie Investment Holdings, Inc.
	10	.17**	Share Purchase Agreement dated April 30, 2004 relating to the acquisition by Macquarie Luxembourg Water S.a.r.L. of the ordinary shares of Macquarie Water (U.K.) Limited
	10	.18**	Amended and Restated Secondment Agreement dated March 26, 1996 and amended and restated on April 30, 2003, among Connect M1-A1 Limited (formerly Yorkshire Link Limited) Macquarie Infrastructure (U.K.) Limited and Balfour Beatty plc
	10	.19	Form of Deed of Novation related to the Secondment Agreement
	10	.20**	DBFO contract dated March 26, 1996, by and between the U.K. Secretary of State for Transport and Connect M1-A1 Limited (formerly Yorkshire Link Limited)
	10	.21**	Amended and Restated Facility Agreement dated March 26, 1996 and amended and restated on October 20, 1997 and September 4, 2001, among Connect M1-A1 Limited (formerly Yorkshire Link Limited), ABN AMRO Bank N.V. and certain financial institutions listed in Schedule 1 thereto
	10	.22**	EIB Facility Agreement dated March 26, 1996 and amended and restated on September 4, 2001, between European Investment Bank and Connect M1-A1 Limited (formerly Yorkshire Link Limited)
	10	.23**	Amended and Restated Commercial Subordinated Loan Agreement dated March 26, 1996 and amended and restated on October 20, 1997 and September 4, 2001, among Connect M1-A1 Limited (formerly Yorkshire Link Limited), Macquarie Infrastructure (U.K.) Limited and Balfour Beatty plc
	10	.24**	Stock Purchase Agreement dated December 12, 2003 among Macquarie District Energy, Inc., Macquarie Bank Limited, Exelon Corporation and Exelon Thermal Holdings, Inc., as amended on June 30, 2004

Exhibit No.			Description
	10	.25	District Cooling System Use Agreement dated October 1, 1994 between the City of Chicago, Illinois and MDE Thermal Technologies, Inc., as amended on June 1, 1995, July 15, 1995, February 1, 1996, April 1, 1996, October 1, 1996, November 7, 1996, January 15, 1997, May 1, 1997, August 1, 1997, October 1, 1997, March 12, 1998, June 1, 1998, October 8, 1998, April 21, 1999, March 1, 2000, March 15, 2000, June 1, 2000, August 1, 2001, November 1, 2001, June 1, 2002, and June 30, 2004
	10	.26	Note Purchase Agreement relating to the financing of the acquisition of Thermal Chicago Corporation by Macquarie District Energy, Inc.
	10	.27*	Macquarie Infrastructure Company LLC — Non-Employee Directors Equity Plan
	10	.28 10.29	Credit Agreement dated as of July 29, 2002 among Macquarie Airports North America Inc. and the lenders named therein Form of Parent Company Guarantee between Macquarie Infrastructure Company LLC and Balfour Beatty plc
	10	.30	Letter Agreement dated October 14, 2004, to Sale and Purchase Agreement dated June 7, 2004 relating to the acquisition of Macquarie Yorkshire Limited
	10	.31*	Limited Liability Company Agreement dated as of March 18, 1999 of Northwind Aladdin, LLC, as amended
	16	.1	Resignation Letter of Ernst & Young LLP
	16	.2	Letter from Ernst & Young LLP regarding change of accountant
	21	.1**	Subsidiaries of Macquarie Infrastructure Company Trust
	23	.1	Consent of Potter Anderson & Corroon LLP (included in Exhibit 5.1)
	23	.2	Consent of Shearman & Sterling LLP (included in Exhibit 8.1)
	23	.3	Consent of Ernst & Young LLP
	23	.4	Consent of Deloitte & Touche LLP
	23	.5	Consent of KPMG LLP
	23	.6	Consent of PricewaterhouseCoopers LLP
	23	.7	Consent of Lesley, Thomas, Schwarz & Postma, Inc.
	23	.8	Consent of Deloitte & Touche LLP
	23	.9	Consent of Ernst & Young LLP
	23	.10	Consent of WithumSmith+Brown, P.C.
	23	.11	Consent of Ernst & Young LLP
	23	.12	Consent of PricewaterhouseCoopers LLP
	24**		Powers of Attorney

  *  To be filed by amendment.

**  Previously filed.

 †  Confidential treatment requested as to certain portions, which will be separately filed with the Securities and Exchange Commission.

EX-2.7 2 y97636a2exv2w7.htm UNIT PURCHASE AGREEMENT

Exhibit 2.7

EXECUTION COPY

          THIS UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of August 17, 2004, is entered into by and among ARE HOLDINGS, LLC, a Delaware limited liability company (“ARE”), ATLAS SUPERPARK, LTD, a Texas limited partnership (“Atlas”), and PARKING COMPANY OF AMERICA MANAGEMENT, LLC, a Delaware limited liability company (“PCAM” and, together with ARE and Atlas, the “Sellers” or the “PCA Group”), and MACQUARIE INFRASTRUCTURE ASSETS INC., a Delaware corporation (the “Purchaser” or “MIA”).

          WHEREAS, the Sellers own 12,557.33 issued and outstanding units (the “Units”) of PCAA Parent LLC, a Delaware limited liability company (the “Company”);

          WHEREAS, Macquarie Specialised Asset Management Limited, as trustee for and on behalf of Macquarie Global Infrastructure Fund A (“MGIF A”). Macquarie Specialised Asset Management 2 Limited, as trustee for and on behalf of Macquarie Global Infrastructure Fund B (together with MGIF A, “MGIF”). and MIA entered into a stock purchase agreement dated as of June 7, 2004 (the “MGIF Purchase Agreement”) pursuant to which MIA will purchase upon the closing of the transactions contemplated in the MGIF Purchase Agreement all of the issued and outstanding shares of Macquarie Americas Parking Corporation (“MAPC”);

          WHEREAS, pursuant to a letter dated June 24, 2004, Macquarie Infrastructure Assets LLC offered to cause MIA to offer to purchase the Units (as amended from time to time, the “Offer Letter”) subject to the terms and conditions set forth in the Offer Letter, and the Sellers accepted the offer in the Offer Letter; and

          WHEREAS, the Sellers wish to sell to the Purchaser, and the Purchaser wishes to purchase from the Sellers, the Units, upon the terms and subject to the conditions set forth herein;

          NOW, THEREFORE, in consideration of the promises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the Sellers and the Purchaser hereby agree as follows:

Section 1. PURCHASE AND SALE

     (a) Purchase and Sale of the Units. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall sell, assign, transfer, convey and deliver to the Purchaser the Units, free and clear of all security interests, pledges, liens, adverse claims or other encumbrances other than restrictions on transfer of the Units arising out of applicable laws, including blue sky or securities laws, of any state, country or governmental authority (“Encumbrances”) except (i) the Encumbrances created pursuant to the pledge and security agreement dated December 19, 2002 among MAPC, the PCA Group and Citibank, N.A., as pledgeholder (the “Pledge Encumbrance”) and (ii) the Encumbrances created pursuant to the Limited Liability Company Agreement, dated as of September 30, 2003 (as amended or supplemented, the “LLC Agreement”) of the Company (the “LLC Encumbrance”).

     (b) Purchase Price.

(i) In consideration of the sale and transfer of the Units, at the Closing the Purchaser shall pay and the Sellers shall receive a total purchase price of $22,207,966 (the “Purchase Price”), subject to adjustment pursuant to this Section 1 (b). The Purchaser shall deduct from the Purchase Price any amounts required to be withheld or deducted under the Internal Revenue Code of 1986, as amended, or other applicable law. Any amounts so deducted shall be remitted by the Purchaser to the appropriate governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body (“Governmental Authority”) on a timely basis and the Purchaser shall notify the Sellers in writing on the Closing Date of the amount of any such deduction or withholdings and the basis therefor.

(ii) The Purchase Price shall be adjusted by an amount equal to 31% of the difference between (1) the amount (if any) on the Closing Date of the Company’s and its subsidiaries’ cash in hand, cash in bank accounts and cash deposits and prepayments made by the Company or any of its subsidiaries pursuant to the terms of any lease agreement or real property purchase agreement entered into between August 11, 2004 and the Closing Date and funded by the cash of the Company or its subsidiaries in excess of the reserves that the Company is required to maintain under the loan agreement entered into on October 1, 2003 amongst Parking Company of America Airports, LLC, PCA Airports, Ltd., Parking Company of America Airports Phoenix, LLC and GMAC Commercial Mortgage Corporation (“GMAC Loan Agreement”) on the Closing Date (the “Cash”) and (2) $2,000,000 (the “Purchase Price Adjustment”).

(iii) Subject to clauses (i) and (ii) above, the Purchase Price shall be distributed as follows:

(1) ARE: $15,508,563 as adjusted by 69.83% of the Purchase Price Adjustment, if any, for 69.83% of the Units;

(2) Atlas: $1,428,713 as adjusted by 6.43% of the Purchase Price Adjustment, if any, for 6.43% of the Units; and

(3) PCAM: $5,270,691 as adjusted by 23.73% of the Purchase Price Adjustment, if any, for 23.73% of the Units.

The Purchaser shall be responsible for paying all property, sales, use, privilege, transfer, documentary, gains, stamp, duties, recording and similar taxes and fees (including any penalties, interest or additions but not including any taxes based on the income of any of the Sellers) imposed upon any party in connection with the transactions contemplated by this Agreement.

(iv) Closing. Subject to the terms and conditions of this Agreement, the sale and purchase of the Units contemplated by this Agreement shall take place at a

2

closing (the “Closing”) to be held at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York at 10:00 a.m. New York time on the same date that the transactions contemplated by the MGIF Purchase Agreement are consummated (it being understood that the Purchaser shall provide the Sellers with at least two (2) business days advance notice of such date) provided that if all the conditions to the obligations of the parties set forth herein have not been satisfied or waived as of such date, the Closing shall occur at such other place or at such other time or on such other date as the Sellers and the Purchaser may mutually agree upon in writing (the “Closing Date”).

(v) Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the Purchaser:

(1) such instruments of assignment and transfer as shall be necessary to transfer to the Purchaser the right, title and interest in and to the Units owned by the Sellers;

(2) receipt for the Purchase Price;

(3) a true and complete copy, certified by the Secretary or an Assistant Secretary of each Seller, of the resolutions duly and validly adopted by the Board of Directors or other governing body of such Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

(4) the certificate and other documents to be delivered by the Sellers as contemplated by Section 6; and

(5) such other documents and instruments reasonably requested by the Purchaser to consummate the transactions contemplated hereby.

(vi) Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver or cause to be delivered to the Sellers:

(1) the Purchase Price, as may be adjusted pursuant to this Section l(b), by wire transfer in immediately available funds to the bank account(s) in the United States designated by each Seller;

(2) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

(3) the certificate and other documents to be delivered by the Purchaser as contemplated by Section 6;

3

(4) a certificate, signed by an officer of the Purchaser, that sets forth in reasonable detail the principal components and procedures used to calculate the amount of Cash on the Closing Date and the calculation of the Purchase Price; and

(5) such other documents and instruments reasonably requested by the Sellers to consummate the transactions contemplated hereby.

     (c) Post-Closing Payments. After the Closing Date: (x) if any cash payments are made to Parking Company of America Airports LLC pursuant to Section 3.2(b) and (c) of the Asset Purchase Agreement dated July 28, 2003 among Airport Satellite Parking LLC (“Avistar”), certain of Avistar’s subsidiaries and Parking Company of America Airports LLC (the “Avistar Working Capital Adjustment Payment”), then the Purchaser shall promptly pay or cause the Company to pay to the Sellers an amount equal to 31% of the Avistar Working Capital Adjustment Payment, to be distributed among the Sellers in accordance with the percentages set out in Section l(b)(iii) and (y) if the amount reserved pursuant to Section 4.07 of the GMAC Loan Agreement, or any portion thereof (the “GMAC Deferred Purchase Payment Reserve Amount”), is released to the Company in accordance with the terms of the GMAC Loan Agreement, then the Purchaser shall promptly pay or cause the Company to pay to the Sellers an amount equal to 31% of the GMAC Deferred Purchase Payment Reserve Amount, to be distributed among the Sellers in accordance with the percentages set out in Section l(b)(iii).

Section 2. REPRESENTATIONS AND WARRANTIES OF THE SELLERS

          As used in this Agreement, “Knowledge” or “Known” means the actual knowledge after due inquiry of Alex Chaves, Alex Martin Chaves, Eric Chaves and Nadine Chaves. As an inducement to the Purchaser to enter into this Agreement, each Seller, jointly and severally hereby represents and warrants to the Purchaser as follows:

     (a) Organization, Authority and Qualification of the Sellers. Each Seller is a corporation, limited liability company or partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all necessary corporate, limited liability company or partnership power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by each Seller, the performance by such Seller of its obligations hereunder and the consummation by such Seller of the transactions contemplated hereby have been duly authorized by all requisite corporate, limited liability company or partnership action on the part of such Seller. This Agreement has been duly executed and delivered by each Seller.

     (b) Title to Units. The Units are owned of record and beneficially by the Sellers free and clear of all Encumbrances, except for the Pledge Encumbrance and the LLC Encumbrance, and each Seller has the authority to transfer and convey, valid and legal title of the Units to the Purchaser. Upon consummation of the transactions contemplated by this Agreement and registration of the Units in the name of the Purchaser in the records of the Company, the Purchaser, assuming it shall have purchased the Units for value in good faith and without notice of any adverse claim, will own all the Units free and clear of all Encumbrances except the Pledge

4

Encumbrance and the LLC Encumbrance. Upon consummation of the transactions contemplated by this Agreement, the Units will be fully paid and nonassessable. There are no agreements or arrangements in effect with respect to the voting or transfer of the Units other than the LLC Agreement and that certain Contribution Agreement, dated as of September 30, 2003 among the Sellers, the Company, Parking Company of America Airports Holdings, LLC (“PCAAH”) and New WAI Holdings, LP), and the Sellers do not have any interest in any options, warrants, convertible securities or other rights, agreements or commitments of any character relating to the membership units of, or other equity interests in, the Company other than the Units and the rights contemplated by the LLC Agreement.

     (c) No Conflict. The execution, delivery and performance of this Agreement by each Seller does not and will not (i) violate, conflict with or result in the breach of any provision of the certificate of incorporation or by-laws (or similar organizational documents) of such Seller, (ii) conflict with or violate any law or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority applicable to each Seller or any of their respective assets, properties or businesses or (iii) except as provided in the LLC Agreement, and subject to receipt of the GMAC Loan Consent and the Dallas Lease Consent (as such terms are defined in Section 6(b)(ii)), conflict in any material respect with, or result in any breach of, or constitute a default under any agreement to which such Seller is a party or by which it or any of its assets or properties may be bound. There are no material proceedings by any Governmental Authority or any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity (“Person”) pending, or, to the Knowledge of each Seller, threatened relating to or affecting the Sellers that would adversely affect the ability of the Sellers to perform their respective obligations under this Agreement.

     (d) Consents and Approvals. Except as provided in the LLC Agreement, there are no material consents, approvals, notices, waivers or authorizations that are necessary for the execution, delivery and performance by the Sellers of this Agreement.

     (e) Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of any Seller.

Section 3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

          As an inducement to the Sellers to enter into this Agreement, the Purchaser hereby represents and warrants to the Sellers as follows:

     (a) Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Purchaser of this Agreement, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, and

5

(assuming due authorization, execution and delivery by each Seller) this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.

     (b) No Conflict. The execution, delivery and performance by the Purchaser of this Agreement does not and will not (a) violate, conflict with or result in the breach of any provision of the certificate of incorporation or by-laws of the Purchaser, (b) conflict with or violate any law or governmental order applicable to the Purchaser or (c) except as may result from any facts or circumstances relating solely to the Sellers, conflict with, or result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which the Purchaser is a party, which would adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by this Agreement.

     (c) Consents and Approvals. Except as provided in the LLC Agreement, there are no material consents, approvals, ratifications, waivers, governmental authorizations or other authorizations required to be obtained from any third party that are necessary for the execution, delivery and performance by the Purchaser of this Agreement.

     (d) Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser.

     (e) Investment Purpose. The Purchaser is acquiring the Units solely for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof.

     (f) No Reliance. In making its decision to purchase the Units, the Purchaser has not relied on any information, representation or warranty, written or oral, provided or made by or on behalf of any of the Sellers, with respect to the Company or any of its subsidiaries.

Section 4. ADDITIONAL AGREEMENTS

     (a) Confidentiality. From the Closing Date through December 18, 2005 (the “Term”), each Seller agrees to, and shall cause its agents, representatives, affiliates, employees, officers and directors to treat and hold as confidential (and not disclose or provide access to any Person) information relating to trade secrets, processes, patent applications, product development, customer and supplier lists, pricing and marketing plans, operational or financial policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans, new personnel acquisition plans and all other confidential or proprietary information with respect to the Company and each subsidiary or the business of the Company and its subsidiaries, including any information provided to the Sellers pursuant to Section 4(g) (the “Confidential Information”); provided, however, that this sentence shall not apply to any information that, (a) at the time of disclosure, is available

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publicly and was not disclosed in breach of this Agreement by any Seller, its agents, representatives, affiliates, employees, officers or directors; (b) was independently developed by a Seller without any use of the Confidential Information; (c) is disclosed with the prior written approval of the Purchaser; or (d) is disclosed pursuant to the order or requirement of a Governmental Authority; provided, however, that prior to any such disclosure, the Sellers shall provide the Purchaser with prompt notice of such order or requirement in order to enable the Purchaser to seek an appropriate protective order or other remedy, to consult with such Governmental Authority with respect to the Purchaser’s taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of this Agreement; in the event that such protective order or other remedy is not obtained, or the Purchaser waives compliance, in whole or in part, with the terms of this Agreement, the Sellers will use reasonable efforts to disclose only that portion of the Confidential Information that is legally required to be disclosed and to ensure that all Confidential Information so disclosed will be accorded confidential treatment and, in the event that the Sellers shall have complied fully with the provisions of this Section 4(a), the Purchaser agrees that such disclosure may be made by the Sellers without any liability hereunder. Notwithstanding the foregoing, the Sellers agree to comply with the terms of the confidentiality agreements listed on Exhibit A hereto to the extent any of the Sellers possesses knowledge that would be subject to the terms of any of such agreements. Exhibit A shall be provided by the Purchaser within 30 days of the date of this Agreement.

          Notwithstanding anything in this Agreement or in any other written or oral understanding or agreement to which the parties hereto are parties or by which they are bound, each Seller (and its representatives, agents and employees) may consult any tax advisor regarding the tax treatment and tax structure of the transaction contemplated by this Agreement and may at any time disclose to any Person, without limitation of any kind, the tax treatment and tax structure of such transaction and all materials (including opinions or other tax analyses) that are provided relating to such treatment or structure. The preceding sentence is intended to satisfy the requirements for the transaction contemplated herein to avoid classification as a “confidential transaction” in accordance with Treasury Regulations Section 1.6011-4(b)(3) and shall be interpreted consistent with such intent.

     (b) Further Assurances. Each Seller covenants and agrees to cooperate with the Purchaser and shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things, necessary or desirable under applicable law, as the Purchaser may reasonably request such Seller to take or do in connection with the initial public offering of equity securities (the “IPO”‘) of Macquarie Infrastructure Assets Trust (“MIAT”) or any of its subsidiaries. In connection therewith, each Seller shall promptly notify the Purchaser in writing of all events, circumstances, facts and occurrences arising subsequent to the date of this Agreement which would be reasonably likely to result in any breach of a representation or warranty or covenant of such Seller in this Agreement or which would be reasonably likely to have the effect of making any representation or warranty of such Seller in this Agreement untrue or incorrect in any respect.

     (c) Non-Competition. During the Term, the Sellers and their subsidiaries or affiliates (individually, collectively, or in any combination, as principal, partner, member, investor,

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director, officer, agent, employee, consultant or otherwise) will not, without the express written approval of the Purchaser, directly or indirectly, engage in or otherwise have a material direct or indirect interest in any Competing Business. For purposes of this Section 4(c), a business shall be deemed to be a “Competing Business” if it is materially, engaged in providing off-airport commercial airport parking and transportation-related services at any commercial airport within North America. The parties acknowledge that (i) the restrictions contained in this Section 4(c) are reasonable and necessary in order to protect the Company’s and its subsidiaries’ legitimate interests and (ii) any violation of the restrictions contained in this Section 4(c) would result in irreparable injury to the Purchaser, the Company and its subsidiaries.

     (d) Non-Solicitation. During the Term, the Sellers agree that they and their subsidiaries and affiliates will not to solicit for, or divert or attempt to divert, directly or indirectly, any business of the Company or its subsidiaries. The Sellers agree that during the Term, they and their subsidiaries or affiliates (individually, collectively, or in any combination, as principal, partner, member, investor, director, officer, agent, employee, consultant or otherwise) shall not solicit or induce any person who at any time within the previous one year period shall have been an employee or independent contractor of the Company to become employed by or associated with any other person, firm or corporation, and the Sellers shall not approach any such employee or independent contractor for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any such person, firm or corporation in taking such action. Additionally, the Sellers will not, directly or indirectly, induce or attempt to influence any employee or independent contractor of the Company to terminate his or her employment or any other relations with the Company.

     (e) Schedule K-1s. The Purchaser shall cause the Company to deliver to each of the Sellers no later than June 30, 2005 a Schedule K-l with respect to the operations of the Company during calendar year 2004. If the Closing Date occurs after December 31, 2004, the Purchaser shall cause the Company to promptly deliver to each Seller a Schedule K-l with respect to the operations of the Company after December 31, 2004 and up to and including the Closing Date.

     (f) Notification of Termination of Initial Public Offering. The Purchaser shall immediately notify the Sellers if it has determined, for whatever reason, to terminate or otherwise not pursue the initial public offering of MIAT or any of its subsidiaries in which event Sellers shall have a right of termination as provided in Section 7(a)(iii).

     (g) Access to Records. The Purchaser shall, upon reasonable notice during regular business hours, give the officers, employees and authorized agents and representatives of the Sellers access (including the right to make photocopies, at the expense of the Sellers’) to the books and records of the Company to the extent such books and records are then within the Purchaser’s control and (i) for a period of one year following the Closing Date, insofar as any such requests are reasonably required for the preparation of tax returns by any of the Sellers and relate to the business of the Company or its subsidiaries or (ii) after such initial one year period, only to the extent any such requests are reasonably necessary to respond to a tax audit of the Sellers and relate to the business of the Company or its subsidiaries, in the case of both clauses (i) and (ii) above, as conducted prior to and including the Closing Date.

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     (h) Closing Conditions. (x) The Sellers shall use their commercially reasonable efforts to obtain the LLC Consents, the Dallas Lease Consent, the Promissory Note Termination and the Letter of Credit Replacement and to assist the Purchaser in obtaining the GMAC Loan Consent and the GMAC Guaranty Release and (y) the Purchaser shall use its commercially reasonable efforts to obtain the GMAC Loan Consent and the GMAC Guaranty Release and to assist the Sellers in obtaining the LLC Consents, the Dallas Lease Consent, the Promissory Note Termination and the Letter of Credit Replacement (as such terms are defined in Section 6(a) or 6(b)).

     (i) Substitute Member. The Purchaser shall use its commercially reasonable efforts to be admitted as a “Substitute Member” (as defined in the LLC Agreement) pursuant to Section 6(b)(vii) effective immediately following the Closing.

     (j) LLC Agreement Amendments. (i) Each Seller hereby agrees, pursuant to Section 12.6 of the LLC Agreement, to the amendment of the LLC Agreement to eliminate references to any Seller, its affiliates or its subsidiaries and related provisions, such amendment to be in a form satisfactory to the Purchaser and effective as of the Closing Date; provided, however, that during the Term such amendment will not alter any rights to indemnification that the PCA Group or its affiliates may have under Section 5.8 of the LLC Agreement and (ii) if the Sellers obtain the consents of each of the holders of units of the Company other than the PCA Group or such holders that, after the Closing, are controlled by MAPC, the LLC Agreement shall be amended to state that the obligations of the PCA Group under Section 12.19 of the LLC Agreement shall expire at the end of the Term.

     (k) Conforming Amendments. Immediately after the Closing, the Purchaser shall cause PCAAH, each of its direct and indirect subsidiaries, MAPC and Macquarie Securities (USA), Inc. in its capacity as a member of the Company (“MSI”) to enter into an agreement with the Sellers in form reasonably satisfactory to the Sellers to the effect that, except for the Excluded Agreements (as defined below), the parties agree that all agreements between any of the PCA Group, PCA Parking Company of America LLC (“PCA”) or Alex Chaves, Inc. (“ACI”), on the one hand, and PCAAH, any of its direct or indirect subsidiaries, MAPC or MSI on the other, entered into prior to the date of this Agreement (including, without limitation, the PCAA Parent LLC Members’ Agreement dated as of September 30, 2003 by and among the PCA Group, ACI, PCA and PCAAH), to the extent that they contain any provisions relating to confidentiality, noncompetition, nonsolicitation or restrictions on business opportunities, shall be deemed to be amended as of the Closing Date such that the term, provisions, restrictions, obligations and other matters covered by such provisions relating to confidentiality, noncompetition, nonsolicitation or restrictions on business opportunities are the same as the provisions contained in Sections 4(a), 4(c) and 4(d) of this Agreement (collectively, the “Restricting Provisions”) such that, as between the parties and except with respect to the Excluded Agreements, in no event shall the obligations of the Sellers with respect to the matters covered by the Restricting Provisions be broader than as provided in the Restricting Provisions. For purposes of this Section 4(k), the term “Excluded Agreements” means (i) all employment agreements, (ii) the Contribution Agreement referenced in Section 2(b) of this Agreement, (iii) the Noncompetition Agreements dated as of December 18, 2002 between the Company and each of Alex Martin Chaves, Eric Chaves, Renee Chaves Valdes, Alex Chaves, ARE, ACI, Atlas,

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PCAM and PCA, (iv) the LLC Agreement, other than Section 12.19 of the LLC Agreement, unless such section has been amended as provided by Section 4(j) of this Agreement and (v) except as provided in the preceding clause (iv) with respect to the LLC Agreement, all agreements to which a person (x) other than the PCA Group, PCA or ACT or (y) other than PCAAH, any of its direct or indirect subsidiaries, MAPC or MSI is a party; provided, however, that the exclusion of such agreements shall in no way be deemed an admission or waiver by any of the parties with respect to the enforceability or unenforceability of such agreements.

Section 5. INDEMNIFICATION

     (a) Indemnification by the Sellers. Subject to the limitations set forth in Section 5(c) hereof, the Purchaser and its affiliates, officers, directors, employees, agents, successors and assigns (collectively, the “Purchaser Indemnified Parties”) shall be, jointly and severally, indemnified and held harmless by each Seller for and against any and all debts, liabilities and obligations (whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable), and all losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys’ and consultants’ fees and expenses) actually suffered or incurred by them (including any claim, action, suit, arbitration, inquiry, proceeding or investigation (any of the foregoing, an “Action”) brought or otherwise initiated by any of them) (hereinafter, collectively, a “Loss”), arising out of or resulting from:

(i) the breach of any representation or warranty made by the Sellers contained in this Agreement; or

(ii) the breach of any covenant or agreement by the Sellers contained in this Agreement.

To the extent that the Sellers’ undertakings set forth in this Section 5(a) may be unenforceable, each Seller shall contribute the maximum amount that it is permitted to contribute under applicable law to the payment and satisfaction of all Losses incurred by the Purchaser Indemnified Parties.

     (b) Indemnification by the Purchaser. Subject to the limitations set forth in Section 5(c) hereof, the Sellers and their affiliates, officers, directors, employees, agents, successors and assigns (collectively, the “Seller Indemnified Parties”) shall be indemnified and held harmless by the Purchaser for and against any and all Losses, arising out of or resulting from:

(i) The breach of any representation or warranty made by the Purchaser contained in this Agreement; or

(ii) the breach of any covenant or agreement by the Purchaser contained in this Agreement.

          To the extent that the Purchaser’s undertakings set forth in this Section 5(b) may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Parties.

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     (c) Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) an Indemnifying Party (as defined below) shall not be liable for any claim for indemnification pursuant to Section 5(a) or 5(b), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $110,000 (the “Basket Amount”), after which the Indemnifying Party shall be liable for all Losses, including the Basket Amount and (b) the maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Section 5(a) or 5(b), as the case may be, shall be an amount equal to $1,600,000, net of insurance proceeds, it being agreed and understood that for purposes of determining the maximum amount of indemnifiable Losses that may be recovered from the Sellers, the maximum liability of the Sellers collectively shall not exceed $1,600,000 in the aggregate. Any claim for indemnification under this Section 5 shall be offset or reduced by the amount of any insurance proceeds or any tax benefit that the indemnified party may be entitled to as a result of such Loss. For purposes of this Agreement, “Indemnifying Party” means the Sellers or the Purchaser, as applicable, as the party responsible for indemnifying the other party hereto pursuant to this Section 5.

     (d) Tax Treatment. All amounts paid under the indemnification provisions of this Agreement shall be treated as adjustments to the Purchase Price for all tax purposes.

     (e) Third Party Claims.

(i) If any third party shall notify either the Sellers or the Purchaser (“Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against the other under this Section 5, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing within 30 days of the receipt of such notice. Such notice will contain in reasonable detail, the nature and the basis of the claim and the amount thereof, to the extent known, and any other relevant information in the possession of the Indemnified Party. No delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless the Indemnifying Party is prejudiced thereby.

(ii) The Indemnifying Party shall have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice, reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed) unless the judgment or proposed settlement involves only the payment of money damages and does not impose any equitable relief upon the Indemnified Party.

(iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 5(e)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate.

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(iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

(v) The Indemnifying Party or the Indemnified Party, as the case may be, who is controlling the defense of the Third Party Claim shall keep the other fully informed of such claim at all stages thereof. The parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any Third Party Claim.

     (f) Survival of Representations and Warranties.

(i) The representations and warranties of each Seller contained in Section 2 of this Agreement shall survive the Closing until the 18 month anniversary of the Closing; provided, however, that the representations and warranties made pursuant to Sections 2(a) and 2(b) shall survive indefinitely. If written notice of a claim has been given prior to the expiration of the applicable representations and warranties by the Purchaser to such Seller, then the relevant representations and warranties shall survive as to such claim, until such claim has been finally resolved.

(ii) The representations and warranties of the Purchaser contained in Section 3 of this Agreement shall survive the Closing until the 18-month anniversary of the Closing; provided, however, that the representations and warranties made pursuant to Section 3(a) shall survive indefinitely. If written notice of a claim has been given prior to the expiration of the applicable representations and warranties by any Seller to the Purchaser, then the relevant representations and warranties shall survive as to such claim, until such claim has been finally resolved.

     (g) Exclusive Remedy. The indemnification provisions set forth in this Agreement are the exclusive remedies of the Purchaser and the Sellers arising out of or in connection with this Agreement and the transactions contemplated hereby.

Section 6. CONDITIONS TO CLOSING

     (a) Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of the following condition:

(i) Representations, Warranties and Covenants. (1) The representations and warranties of the Purchaser contained in Section 3 of this Agreement shall have been true and correct when made and shall be true and correct as of the Closing Date with the same force and effect as if made as of the Closing Date; (2) the covenants and agreements contained in this Agreement to be complied with by the Purchaser on or before the Closing Date shall have been complied with in all

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material respects; and (3) the Sellers shall have received a certificate of the Purchaser to such effect signed by a duly authorized executive officer.

(ii) No Proceeding or Litigation. No action shall have been commenced, or threatened in writing, by or before any Governmental Authority against either any Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of such Seller, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6(a)(ii) shall not apply if such Seller has directly or indirectly solicited or encouraged any such action.

(iii) Escrow Release. The Purchaser shall have executed a letter addressed to each of the Sellers, PCA and Wilmington Trust Company, substantially in the form of the Form of Instruction Letter attached as Schedule B to the escrow agreement dated as of December 18, 2002 by and among MAPC, the PCA Group (as such term is defined in the Escrow Agreement) and Wilmington Trust Company, as escrow agent (the “Escrow Agreement”), irrevocably instructing Wilmington Trust Company to release promptly to the Sellers $500,000, plus all interest accrued thereon, held in escrow by Wilmington Trust Company pursuant to the Escrow Agreement, such amount to be distributed among the Sellers in accordance with the proportions set forth in Schedule A to the Escrow Agreement.

(iv) Waivers. The Company shall have (i) waived its right of first refusal provided for in Section 10.10 of the LLC Agreement (the “Right of First Refusal”); (ii) received a waiver of the Right of First Refusal from PCAAH addressed to each of the Sellers and to the Purchaser; and (iii) received waivers of the tag along rights provided for in Section 10.12 of the LLC Agreement from PCAAH, New WAI Holdings, L.P., Richard West, Frank Lemieux and MSI addressed to each of the Sellers and to the Purchaser, and the Sellers shall been provided with copies of the waivers in clauses (i), (ii) and (iii) above (the “LLC Waivers”).

(v) Consents to Transfer. Pursuant to Section 10.1 of the LLC Agreement, each of the Sellers shall have received the affirmative vote or consent of a Majority Interest (as defined in the LLC Agreement) to the transfer of the Units in accordance with this Agreement (the “LLC Consents”).

(vi) Release of GMAC Guaranties. The Purchaser shall have secured a release of the personal guaranties issued by Alex Chaves and Alex Martin Chaves in connection with the GMAC Loan Agreement (“GMAC Guaranty Releases”).

(vii) Termination of Revolving Promissory Note. The right of the Company to borrow funds pursuant to the revolving promissory note dated February 25,2004 issued to PCAM shall have been terminated by the Company, and the outstanding

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principal amount and accrued and unpaid interest on such revolving promissory note, if any, shall have been paid to PCAM (the “Promissory Note Termination”).

(viii) Letter of Credit Replacement. The letter of credit provided by PCAM under the terms of that certain Lease Agreement dated February 8, 1995 between the Company and Norman Kurland et al, as landlord (the “Letter of Credit”) shall have been replaced such that PCAM shall have no liabilities or obligations under the Letter of Credit after the Closing Date (the “Letter of Credit Replacement”).

(ix) Admission of Purchaser as a Substitute Member. The Purchaser shall have been admitted as a Substitute Member.

(x) LLC Agreement Amendments. The LLC Agreement shall have been amended as contemplated by Section 4(j), subject to the condition set forth therein.

(xi) GMAC Loan Consent. The Sellers shall have received a copy of the GMAC Loan Consent (as such term is defined in Section 6(b)(ii)).

     (b) Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

(i) Representations, Warranties and Covenants. (1) The representations and warranties of each Seller contained in Section 2 of this Agreement shall have been true and correct when made and shall be true and correct as of the Closing Date with the same force and effect as if made as of the Closing Date, (2) the covenants and agreements contained in this Agreement to be complied with by each Seller on or before the Closing Date shall have been complied with and (3) the Purchaser shall have received a certificate of the Sellers to such effect signed by a duly authorized executive officer.

(ii) Consents and Approvals. The Purchaser shall have received, each in form and substance satisfactory to the Purchaser, all authorizations, consents, approvals, notices or waivers of all Governmental Authorities and officials necessary to consummate the transactions contemplated by this Agreement and under the following agreements with third parties: (x) Loan Agreement dated as of October 1, 2003, by and among Parking Company of America Airports, LLC, PCA Airports, Ltd., Parking Company of America Airports Phoenix, LLC and GMAC Commercial Mortgage Corporation (the “GMAC Loan Consent”) and (y) Lease Agreement dated February 17, 1998 between Parking Company of America Airports, LLC, as tenant, and Charlisa L. Brown, as landlord, as amended and supplement, for the property located at 5100 West John Carpenter Freeway, Irving, Dallas County, Texas 75063 (the “Dallas Lease Consent”). Each Seller and the Purchaser agree that, in the event that any consent, approval, notice, waiver or authorization is not obtained or made prior to the Closing, each Seller will, subsequent to the Closing, cooperate with the Purchaser, the Company or

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any subsidiary thereof in attempting to obtain or make such consent, approval, notice, waiver or authorization as promptly thereafter as practicable.

(iii) Financing. MIAT shall have completed its IPO.

(iv) MGIF Closing. The transactions contemplated by the MGIF Purchase Agreement shall have closed.

(v) Waivers. The Purchaser shall have received a copy of each of LLC Waivers.

(vi) Resignation. The Company shall have received the resignation of the PCA Board Member (as that term is defined in the LLC Agreement).

(vii) Admission of Purchaser as a Substitute Member. The Purchaser shall have been admitted as a Substitute Member effective immediately following the Closing.

(viii) Release of GMAC Guaranties. The Purchaser shall have received a copy of the GMAC Guaranty Releases.

Section 7. TERMINATION

     (a) Termination. This Agreement may be terminated at any time prior to the Closing:

(i) by the Purchaser if, between the date hereof and the Closing (1) the MGIF Purchase Agreement shall have been terminated in accordance with its terms; (2) any representations and warranties of any Seller contained in this Agreement shall not have been true and correct when made; (3) the Sellers shall not have complied with the covenants or agreements contained in this Agreement to be complied with by it; provided, however, that for purposes of clause (3) above, Purchaser shall have no right to terminate under this clause until Purchaser has notified the Sellers of such failure to comply and such failure has continued without cure for a period of ten (10) days after the notice thereof; or (4) the GMAC Loan Consent or the Dallas Lease Consent have not been obtained as of the date that the Purchaser or its affiliate commences the printing of the preliminary prospectus to be used in connection with the road show for the IPO (it being agreed that the Purchaser shall keep the Sellers reasonably informed as to the expected printing date).

(ii) by the Sellers if, between the date hereof and the Closing, (1) the MGIF Purchase Agreement shall have been terminated in accordance with its terms, (2) any representations and warranties of the Purchaser contained in this Agreement shall not have been true and correct when made or (3) the Purchaser shall not have complied with the covenants or agreements contained in the Agreement to be complied with by it, provided, however, that, for purposes of clause (3) above the Sellers shall have no right to terminate under this clause until Sellers have

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notified the Purchaser of such failure to comply and such failure has continued without cure for a period of ten (10) days after the notice thereof;

(iii) by either the Sellers or the Purchaser if (1) Purchaser has notified Sellers that it is no longer pursuing the initial public offering of MIAT or its subsidiaries, (2) any Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable or (3) the Closing shall not have occurred by November 30, 2004, or such later date as may be agreed by the parties to the MGIF Purchase Agreement as termination date under the MGIF Purchase Agreement (but in no event later than six (6) months from the date hereof); provided, however, that the right to terminate this Agreement under this clause (3) shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date; provided further that the Purchaser shall promptly notify the Sellers if the termination date under the MGIF Purchase Agreement is extended beyond November 30, 2004, and such notice shall identify the new termination date; or

(iv) by the mutual written consent of the Sellers and the Purchaser.

     (b) Effect of Termination. In the event of termination of this Agreement as provided in this Section 7, this Agreement shall forthwith become void and there shall be no liability on the part of either party hereto except (i) as set forth in Section 8(g) of this Agreement and (ii) that nothing herein shall relieve either party hereto from liability for any breach of this Agreement.

Section 8. GENERAL PROVISIONS

     (a) Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile or registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto at the addresses set forth on the signature pages hereof (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8(a)).

     (b) Miscellaneous. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between each Seller and the Purchaser with respect to the subject matter hereof. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an

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acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

     (c) Assignment, Amendment and Waiver. This Agreement may not be assigned by operation of law or otherwise without the express written consent of each Seller and the Purchaser (which consent may be granted or withheld in the sole discretion of such Seller or the Purchaser); provided, however, that the Purchaser may assign this Agreement or any of its rights and obligations hereunder to one or more affiliates of the Purchaser without the consent of the Sellers so long as the Purchaser remains liable hereunder. This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, each Seller and the Purchaser; provided further, however, that either party to this Agreement may (i) extend the time for the performance of any of the obligations or other acts of the other party, (ii) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered by the other party pursuant hereto or (iii) waive compliance with any of the agreements of the other party or conditions to such party’s obligations contained herein. The failure of either party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

     (d) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

     (e) Governing Law; Submission to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York, provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (i) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waive, and agree not to assert any claim that it is not subject personally to the jurisdiction of the above-named courts or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

     (f) Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

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     (g) Expenses. The Purchaser shall pay the legal expenses, reasonably incurred and accompanied by invoices (which invoices need not specify in detail the nature of the tasks performed), of the Sellers in connection with this Agreement and the transactions contemplated hereby, up to a maximum amount of $75,000, whether or not the Closing shall have occurred.

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          IN WITNESS WHEREOF, the Sellers and the Purchaser have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

Sellers’ Address:	ARE HOLDINGS, LLC
c/o Parking Company of	By: PCA Parking Company of America, LLC
America Management,	Its: Managing Member
LLC
11101 Lakewood Blvd		By: Alex Chaves Inc.
Downey, CA 90241		Its: Managing Member
Telecopy:
Attention: Alex Chaves			By:	/s/ Alex Martin Chaves
			Name: Alex Martin Chaves
			Title: President
	ATLAS SUPERPARK, LTD.
	By: PCA Houston Hobby G.P., LLC
	Its: General Partner
		By: ARE Holdings, LLC.
		Its: Managing Member
			By: PCA Parking Company of America, LLC
			Its: Managing Member
				By: Alex Chaves Inc.
				Its: Managing Member
				By:	/s/ Alex Martin Chaves
				Name: Alex Martin Chaves
				Title: President
	PARKING COMPANY OF AMERICA MANAGEMENT, LLC
	By: PCA Parking Company of America, LLC
	Its: Managing Member
		By: Alex Chaves Inc.
		Its: Managing Member
		By:	/s/ Alex Martin Chaves
			Name: Alex Martin Chaves
			Title: President

[Signature Page: PCA Group Unit Purchase Agreement]

Purchaser’s Address:	MACQUARIE INFRASTRUCTURE ASSETS INC.
Macquarie Infrastructure
Assets, Inc.	By:	/s/ Peter Stokes
600 5th Avenue
21st Floor		Name: Peter Stokes
New York, New York		Title: Chief Executive Officer
Telecopy: (212) 581 8037
Attention: Peter Stokes

[Signature Page: PCA Group Unit Purchase Agreement]

EX-2.7

EX-2.7

EX-2.8

Exhibit 2.8

EXECUTION COPY

STOCK PURCHASE AGREEMENT

Between

SEACOAST CAPITAL PARTNERS II, L.P.

and

MACQUARIE INFRASTRUCTURE ASSETS INC.

Dated as of October 8, 2004

TABLE OF CONTENTS

	Page
ARTICLE I
DEFINITIONS
SECTION 1.01. Certain Defined Terms		1
SECTION 1.02. Definitions		5
ARTICLE II
PURCHASE AND SALE
SECTION 2.01. Purchase and Sale of the Shares		6
SECTION 2.02. Purchase Price		6
SECTION 2.03. Closing		6
SECTION 2.04. Closing Deliveries by the Seller		6
SECTION 2.05. Closing Deliveries by the Purchaser		7
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLER
SECTION 3.01. Organization, Authority and Qualification of the Seller		7
SECTION 3.02. Organization, Authority and Qualification of the Company		7
SECTION 3.03. Subsidiaries		8
SECTION 3.04. Capitalization		8
SECTION 3.05. No Conflict		8
SECTION 3.06. Consents and Approvals		8
SECTION 3.07. Litigation		8
SECTION 3.08. Compliance with Laws		9
SECTION 3.09. Taxes		9
SECTION 3.10. Financial Statements		10
SECTION 3.11. Assets, Liabilities and Operations of the Company		10
SECTION 3.12. Contractual Capacity		10
SECTION 3.13. Brokers		10
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
SECTION 4.01. Organization and Authority of the Purchaser		11
SECTION 4.02. No Conflict		11
SECTION 4.03. Consents and Approvals		11

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	Page
SECTION 4.04. Brokers		11
ARTICLE V
ADDITIONAL AGREEMENTS
SECTION 5.01. Conduct of Business Prior to the Closing		12
SECTION 5.02. Access to Information		12
SECTION 5.03. Confidentiality		12
SECTION 5.04. Regulatory and Other Authorizations; Notices and Consents		13
SECTION 5.05. Notice of Developments		13
SECTION 5.06. Release of Indemnity Obligations		14
SECTION 5.07. Further Assurances		14
SECTION 5.08. Further Action		14
SECTION 5.09. Notice of Termination of Initial Public Offering		14
SECTION 5.10. Initial Public Offering		14
SECTION 5.11. MGIF Purchase Agreement		14
ARTICLE VI
TAX MATTERS
SECTION 6.01. Preparation and Filing of Tax Returns; Payment of Taxes		15
SECTION 6.02. Transfer and Similar Taxes		15
SECTION 6.03. Tax Indemnification		15
SECTION 6.04. Contests		15
SECTION 6.05. Miscellaneous		16
ARTICLE VII
INDEMNIFICATION
SECTION 7.01. Survival of Representations and Warranties		17
SECTION 7.02. Indemnification by the Seller		17
SECTION 7.03. Indemnification by the Purchaser		18
SECTION 7.04. Limits on Indemnification		18
SECTION 7.05. Tax Treatment		18
SECTION 7.06. Third Party Claims		18
SECTION 7.07. Exclusive Remedy		19
ARTICLE VIII
CONDITIONS TO CLOSING
SECTION 8.01. Conditions to Obligations of the Seller		19
SECTION 8.02. Conditions to Obligations of the Purchaser		20

ii 

	Page
ARTICLE IX
TERMINATION, AMENDMENT AND WAIVER
SECTION 9.01. Termination		21
SECTION 9.02. Effect of Termination		22
ARTICLE X
GENERAL PROVISIONS
SECTION 10.01. Expenses		22
SECTION 10.02. Notices		22
SECTION 10.03. Public Announcements		23
SECTION 10.04. Severability		23
SECTION 10.05. Entire Agreement		23
SECTION 10.06. Assignment		23
SECTION 10.07. Amendment		24
SECTION 10.08. Waiver		24
SECTION 10.09. No Third Party Beneficiaries		24
SECTION 10.10. WAIVER OF JURY TRIAL		24
SECTION 10.11. Governing Law		24
SECTION 10.12. Counterparts		25

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          STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 8, 2004, between SEACOAST CAPITAL PARTNERS II, L.P. (the “Seller”), and MACQUARIE INFRASTRUCTURE ASSETS INC., a Delaware corporation or its wholly owned subsidiary (the “Purchaser” or “MIA”).

          WHEREAS, the Seller owns all the issued and outstanding shares (the “Shares”) of common stock, $.01 par value per share (the “Common Stock”), of SEACOAST HOLDINGS (PCAAH), INC., a Delaware corporation (the “Company” or “Seacoast Holdings”);

          WHEREAS, the Company owns 174.876 units (the “Units”) of PARKING COMPANY OF AMERICA AIRPORTS HOLDINGS, LLC (“PCAAH”), and Macquarie Americas Parking Corporation (“MAPC”) owns all the remaining outstanding units of PCAAH;

          WHEREAS, a majority-owned subsidiary of PCAAH, PCAA Parent, LLC (“PCAA Parent”), through its subsidiaries, is engaged in the business of operating and managing the on-site airport parking operations, non-airport parking operations, parking management services, vehicle repair and maintenance services and transportation services at various locations in the United States (the “Business”);

          WHEREAS, Macquarie Specialised Asset Management Limited, as trustee for and on behalf of Macquarie Global Infrastructure Fund A, and Macquarie Specialised Asset Management 2 Limited, as trustee for and on behalf of Macquarie Global Infrastructure Fund B, and MIA entered into a stock purchase agreement dated as of June 7, 2004 (the “MGIF Purchase Agreement”), pursuant to which MIA will purchase upon the closing of the transactions contemplated in the MGIF Purchase Agreement all of the issued and outstanding shares of MAPC;

          WHEREAS, pursuant to Section 5.11 of the MGIF Purchase Agreement, MIA agreed to offer to purchase the units of minority investors in PCAA Parent LLC; and

          WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser wishes to purchase from the Seller, the Shares, upon the terms and subject to the conditions set forth herein.

          NOW, THEREFORE, in consideration of the promises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the Seller and the Purchaser hereby agree as follows:

ARTICLE I

DEFINITIONS

          SECTION 1.01. Certain Defined Terms. For purposes of this Agreement:

          “Action” means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority.

          “Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

          “Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in The City of New York.

          “Code” means the Internal Revenue Code of 1986, as amended. Any reference herein to a specific section of the Code shall be deemed to include a reference to any corresponding provision of future Law.

          “control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.

          “Disclosure Schedule” means the Disclosure Schedule attached hereto, dated as of the date hereof, delivered by the Seller to the Purchaser in connection with this Agreement.

          “Encumbrance” means any security interest, pledge, hypothecation, mortgage, lien (including environmental and Tax liens), violation, charge, lease, license, encumbrance, servient easement, adverse claim, reversion, reverter, preferential arrangement, restrictive covenant, condition or restriction of any kind, including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership.

          “Excluded Taxes” means (i) Taxes imposed on or payable by the Company for any Pre-Closing Periods, (ii) Taxes imposed on or payable by the Company or any Purchaser Indemnified Party as a result of any breach of warranty or representation under Section 3.09 or breach of any covenant herein relating to Taxes and (iii) Taxes of another Person imposed upon or payable by the Company with respect to any taxable period or portion thereof ending on or before the Closing Date.

          “GMAC Loan Agreement” means the loan agreement entered into on October 1, 2003 amongst Parking Company of America Airports, LLC, PCA Airports, Ltd., Parking Company of America Airports Phoenix, LLC and GMAC Commercial Mortgage Corporation.

          “Governmental Authority” means any federal, national, supranational, state, provincial, local, or similar government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

          “Governmental Authorizations” shall mean any consent, license, registration or permit issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any legal requirement, in each case in connection with the operation of the Business.

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          “Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

          “Indemnifying Party” means the Seller or the Purchaser, as applicable, as the party responsible for indemnifying the other party hereto pursuant to Article VII hereof.

          “Knowledge” means the actual knowledge, after due inquiry, of the executive officers of the relevant Person.

          “Law” means any federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law).

          “Liabilities” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Law, Action or Governmental Order and those arising under any contract, agreement, arrangement, commitment or undertaking.

          “Material Adverse Effect” means any circumstance, change in or effect on the Business, the Company, PCAAH or any Subsidiary that, individually or in the aggregate with all other circumstances, changes in or effects on the Business, the Company, PCAAH or any Subsidiary: (a) is or is reasonably likely to be materially adverse to the business, operations, assets or liabilities (including contingent liabilities), employee relationships, customer or supplier relationships, results of operations or the condition (financial or otherwise) of the Business, the Company, PCAAH or any Subsidiary or (b) is reasonably likely to materially adversely affect the ability of the Purchaser to operate or conduct the Business in the manner in which it is currently operated or conducted by the Company, PCAAH or any Subsidiary.

          “PCAAH LLC Agreement” means that limited liability company agreement of Parking Company of America Airports Holdings, LLC, effective October 1, 2003.

          “Permitted Encumbrances” means Encumbrances imposed by Law as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced (and which did not arise from a failure of the Seller or its Affiliates to act in accordance with a contractual obligations, Governmental Order or applicable Law), such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens and other similar liens arising in the ordinary course of business securing obligations that (i) are not overdue for a period of more than 30 days and (ii) are not in excess of $5,000 in the case of a single property or $50,000 in the aggregate at any time; (c) pledges or deposits to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations; and (d) minor survey exceptions, reciprocal easement agreements and other customary encumbrances on title to real property that (i) were not incurred in connection with any indebtedness, (ii) do not render title to the property encumbered thereby unmarketable and (iii) do not, individually or in the aggregate, materially adversely affect the value of or the use of such property for its current and anticipated purposes.

          “Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate

3

or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

          “Post-Closing Straddle Period” means the portion of a Straddle Period beginning the day after the Closing Date.

          “Pre-Closing Period” means any taxable period ending on or before the Closing Date.

          “Pre-Closing Straddle Period” means the portion of a Straddle Period ending on the Closing Date.

          “Purchase Price Adjustment” means (x) 8.7% of the difference between (1) the amount (if any) on the Closing Date of PCAA Parent’s and its subsidiaries’ cash in hand, cash in bank accounts and cash deposits and prepayments made by PCAAH or any of its subsidiaries pursuant to the terms of any lease agreement or real property purchase agreement entered into between August 11, 2004 and the Closing Date and funded by the cash of PCAAH or its subsidiaries in excess of the reserves that PCAAH is required to maintain under the GMAC Loan Agreement on the Closing Date and (2) $2,000,000 plus (y) 100% of the Tax Cash Balance.

          “Straddle Period” means any taxable period beginning before the Closing Date and ending after the Closing Date.

          “Subsidiaries” means the subsidiaries of PCAAH, which include PCAA Parent, 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, PCAA Oakland, LLC, PCAA Properties, LLC and any and all corporations, partnerships, limited liability companies, joint ventures, associations and other entities controlled by the Company directly or indirectly through one or more intermediaries.

          “Tax” or “Taxes” means (i) 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, (ii) any Liability for the payment of any Tax as a result of membership in any affiliated, consolidated, combined or unitary group of corporations and (iii) any transferee or secondary Liability in respect of any Tax (whether imposed by Law or contractual arrangement).

          “Tax Cash Balance” means a good faith estimate of the amount of Taxes accrued by the Company in the Pre-Closing Straddle Period. Such amount shall be certified by the Seller in a certificate delivered to the Purchaser one Business Day prior to the Closing Date. Such certificate will be sufficiently detailed so as to facilitate the Purchaser’s full and complete understanding of the calculation of the Tax Cash Balance.

4

          “Tax Returns” means any return, declaration, report, election, claim for refund or information return or other statement or form relating to, filed or required to be filed with any Taxing authority, including any schedule or attachment thereto, and including any amendment thereof.

          SECTION 1.02. Definitions. The following terms have the meanings set forth in the Sections set forth below:

Definition	Location
“Agreement”	Preamble
“Basket Amount”	7.04
“Business”	Recitals
“Closing”	2.03
“Closing Date”	2.03
“Common Stock”	Recitals
“Company”	Recitals
“Competing Business”	5.11
“Contest”	6.04(b)
“Financial Statements”	3.10(a)
“GMAC Consent”	8.02(c)
“Indemnified Party”	7.06
“Loss”	7.02
“MAPC”	Recitals
“MGIF Purchase Agreement”	Recitals
“MIA”	Preamble
“MIA Parent”	5.07(a)
“PCAA Parent”	Recitals
“PCAAH”	Recitals
“Purchase Price”	2.02(a)
“Purchaser”	Preamble
“Purchaser Indemnified Party”	7.02
“Seacoast Holdings”	Recitals
“Seller Indemnified Party”	7.03
“Seller”	Preamble
“Shares”	Recitals
“Tax Indemnity Payments”	6.03(b)
“Term”	5.03
“Third Party Claim”	7.06
“Transfer Taxes”	6.02
“Units”	Recitals

5

ARTICLE II

PURCHASE AND SALE

          SECTION 2.01. Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, free and clear of all Encumbrances, to the Purchaser, the Shares, and the Purchaser shall purchase the Shares.

          SECTION 2.02. Purchase Price. (a) In consideration of the sale and transfer of the Shares, the parties hereto agree that, at the Closing, the Purchaser shall pay and the Seller shall receive a total purchase price of $6,663,427 (the “Purchase Price”), subject to adjustment pursuant to this Section 2.02. The Purchaser shall deduct from the Purchase Price any amounts required to be withheld or deducted under the Code or other applicable Tax Law. Any amounts so deducted shall be remitted by the Purchaser to the appropriate Governmental Authority on a timely basis.

          (b) The Purchase Price shall be adjusted by the amount of the Purchase Price Adjustment, if any.

          SECTION 2.03. Closing. Subject to the terms and conditions of this Agreement, the sale and purchase of the Shares contemplated by this Agreement shall take place at a closing (the “Closing”) to be held at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York at 10:00 A.M. New York time on or prior to the fifteenth Business Day following the satisfaction or waiver of all conditions to the obligations of the parties set forth in Sections 8.01 and 8.02 or at such other place or at such other time or on such other date as the Seller and the Purchaser may mutually agree upon in writing provided that in no event shall the Closing occur before October 4, 2004 (the “Closing Date”).

          SECTION 2.04. Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:

     (a) stock certificates evidencing the Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank, in form satisfactory to the Purchaser and with all required stock transfer tax stamps affixed;

     (b) a receipt for the Purchase Price;

     (c) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Seller, of the resolutions duly and validly adopted by the Board of Directors of the Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

     (d) good standing certificates for the Company from the Secretary of State of the jurisdiction in which such entity is incorporated or organized dated as of a date not earlier than five Business Days prior to the Closing;

     (e) the certificate, dated the Closing Date, contemplated by Section 8.02(a);

6

     (f) such other documents and instruments reasonably requested by the Purchaser to consummate the transactions contemplated hereby; and

     (g) the certificate contemplated by Section 8.02(g).

          SECTION 2.05. Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver to the Seller:

     (a) the Purchase Price by wire transfer in immediately available funds to a bank account in the United States to be designated by the Seller in a written notice to the Purchaser at least five Business Days before the Closing;

     (b) the certificate, dated the Closing Date, contemplated by Section 8.01(a); and

     (c) such other documents and instruments reasonably requested by the Seller to consummate the transactions contemplated hereby.

ARTICLE III

REPRESENTATIONS AND WARRANTIES
OF THE SELLER

          As an inducement to the Purchaser to enter into this Agreement, the Seller hereby represents and warrants to the Purchaser as follows:

          SECTION 3.01. Organization, Authority and Qualification of the Seller. The Seller is a limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Seller, the performance by the Seller of its obligations hereunder and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Seller and the Managers of the general partner of the Seller. This Agreement has been duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its respective terms. The Seller has the authority to transfer and convey, valid and legal title of the Shares to the Purchaser.

          SECTION 3.02. Organization, Authority and Qualification of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as it has been and is currently conducted. There are no other jurisdictions in which the properties owned or leased by the Company make licensing or qualification necessary or desirable. All corporate actions taken by the Company have been duly authorized, and the Company has not taken any action that in any respect conflicts with, constitutes a default under

7

or results in a violation of any provision of its certificate of incorporation or by-laws. True and correct copies of the certificate of incorporation and by-laws of the Company, each as in effect on the date hereof, have been delivered by the Sellers to the Purchaser.

          SECTION 3.03. Subsidiaries. The Company has no subsidiaries.

          SECTION 3.04. Capitalization. (a) The authorized capital stock of the Company consists of 1,500 shares of Common Stock and 1,500 shares of Preferred Stock. As of the date hereof, 1,000 shares of Common Stock are issued and outstanding, all of which are validly issued, fully paid and non-assessable. None of the issued and outstanding shares of Common Stock was issued in violation of any preemptive rights. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of Common Stock or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Shares constitute all of the issued and outstanding capital stock of the Company and are owned of record and beneficially by the Seller free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement and registration of the Shares in the name of the Purchaser in the stock records of the Company, the Purchaser, assuming it shall have purchased the Shares for value in good faith and without notice of any adverse claim, will own all the issued and outstanding capital stock of the Company free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement, the Shares will be fully paid and non-assessable.

          (b) As of the date hereof the Company owns of record and beneficially 178.876 units of PCAAH (the “Seacoast PCAAH Units”) free and clear of all Encumbrances. The Seacoast PCAAH Units are fully paid and non-assessable, and there are no agreements or arrangements in effect with respect to the voting or transfer of the Seacoast PCAAH Units other than the PCAAH LLC Agreement.

          SECTION 3.05. No Conflict. The execution, delivery and performance of this Agreement by the Seller does not and will not (a) violate, conflict with or result in the breach of any provision of the certificate of incorporation or by-laws (or similar organizational documents) of the Seller, the Company or (b) conflict with or violate any Law or Governmental Order applicable to the Seller or the Company or any of their respective assets, properties or businesses, (c) except as provided in the PCAAH LLC Agreement and subject to receipt of the GMAC Consent, conflict in any material respect with, or result in any breach of, or constitute a default under any agreement to which the Seller or the Company is a party or by which they or any of their assets or properties may be bound or (d) result in or require the creation of any Encumbrance, except for a Permitted Encumbrance, upon the Business and the underlying assets.

          SECTION 3.06. Consents and Approvals. All material consents which are necessary for the execution, delivery and performance by the Seller of this Agreement are set forth in Section 3.06 of the Disclosure Schedule.

          SECTION 3.07. Litigation. Except as set forth in Section 3.07 of the Disclosure Schedule, there are no material proceedings by any Person or Governmental Authority pending, or, to the Knowledge of the Seller, threatened relating to or affecting the Seller or the Company

8

that would adversely affect the ability of the Seller to perform its obligations under this Agreement.

          SECTION 3.08. Compliance with Laws. The Company is in material compliance with all Laws and Governmental Orders applicable to the Company except where the failure to do so would have a Material Adverse Effect.

          SECTION 3.09. Taxes. Except as set forth in Section 3.09 of the Disclosure Schedule:

     (a) The Seller and the Company have duly and accurately filed when due, including any extensions, all Tax Returns in connection with the Company. All such Tax Returns are correct and complete in all material respects.

     (b) The Seller and the Company have timely paid and discharged any and all Tax obligations with respect to the Company, whether or not shown on any Tax Return. The Seller and the Company have timely discharged any and all obligations to withhold and remit any Taxes required to be withheld by or with respect to the Company.

     (c) Neither the Seller nor the Company have received notice of any Tax deficiency outstanding, proposed or assessed against or allocable to the Company, nor has the Company executed any waiver of any statute of limitations on the assessment or collection of any Tax, or executed or filed with the Internal Revenue Service or any other Taxing authority any agreement now in effect extending the period for assessment or collection of any Taxes against the Company.

     (d) There are no actions, suits, proceedings, audits, investigations or claims pending, in progress, or to the Seller’s Knowledge, threatened against the Company with respect to Taxes. There are no Encumbrances for Taxes upon, pending against, or to the Seller’s Knowledge, threatened against the assets of the Company.

     (e) There are no Tax sharing or Tax allocation agreements with respect to which the Company has been or currently is a party.

     (f) The Company is not liable for Taxes of another Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Tax Law) as a transferee or successor, by contract or otherwise liable.

     (g) The income Tax Returns of the Company has disclosed any Tax positions that, if not disclosed, could give rise to penalties under Section 6662 of the Code (or a similar provision of state or local Tax Law).

     (h) No claim has been made by a Taxing authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by such jurisdiction. No power of attorney has been granted with respect to any matter relating to Taxes that could affect the Company in any taxable period ending after the Closing Date.

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     (i) The Seller is a Delaware limited partnership, and for U.S. Tax purposes is not a foreign corporation, foreign partnership, foreign trust, foreign estate or a disregarded entity.

     (j) The Company has not been required to recognize income as a result of any adjustment pursuant to Section 481 of the Code (or a similar provision of state or local Tax Law) by reason of a change in accounting method initiated by the Company, and no Taxing authority has initiated or proposed any such adjustment or change in accounting method. The Company is not required to include in a taxable period ending after the Closing Date income that economically accrued in a taxable period ending on or prior to the Closing Date but that was not recognized for Tax purposes in any prior taxable period.

          SECTION 3.10. Financial Statements. (a) True and complete copies of the unaudited consolidated balance sheet and the related statements of income and cash flows of the Company for the fiscal year ended as of December 31, 2003, and the unaudited financial statements of the Company for the period ended June 30, 2004 (collectively, the “Financial Statements”) have been delivered by the Seller to the Purchaser.

          (b) The Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Company (except as may be indicated in the notes thereto or in Section 3.10(b) of the Disclosure Schedule) and (ii) present fairly in all material respects the consolidated financial condition and results of operations of the Company as of the dates thereof or for the periods covered thereby and (iii) were prepared in accordance with GAAP.

          (c) The Seller represents that the Business has been conducted in the ordinary course of business, consistent with past practices of the Company since June 30, 2004.

          SECTION 3.11. Assets, Liabilities and Operations of the Company. The Units are the only assets of the Company, and the Company has no Liabilities except for Liabilities relating to the Units. The Company does not operate any business, and the Company participates in the Business only through PCAAH.

          SECTION 3.12. Contractual Capacity. Neither the Seller nor the Company has entered into any material contract binding on PCAAH or the Subsidiaries in any unauthorized capacity as a representative or agent of PCAAH or such Subsidiary.

          SECTION 3.13. Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Seller or the Company.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES
OF THE PURCHASER

          As an inducement to the Seller to enter into this Agreement, the Purchaser hereby represents and warrants to the Seller as follows:

          SECTION 4.01. Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Purchaser of this Agreement, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.

          SECTION 4.02. No Conflict. Except as may result from any facts or circumstances relating solely to the Seller, the execution, delivery and performance by the Purchaser of this Agreement does not and will not (a) violate, conflict with or result in the breach of any provision of the certificate of incorporation or by-laws of the Purchaser, (b) conflict with or violate any Law or Governmental Order applicable to the Purchaser or (c) except as provided in the PCAAH LLC Agreement and subject to receipt of the GMAC Consent, conflict in any material respect with, or result in any breach of, or constitute a default under any agreement to which the Seller or the Company is a party or by which they or any of their assets or properties may be bound, which would adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by this Agreement.

          SECTION 4.03. Consents and Approvals. There are no consents, approvals, ratifications, waivers, Governmental Authorizations or other authorizations required to be obtained from any third party that are necessary for the execution, delivery and performance by the Purchaser of this Agreement other than such consents, approvals, ratifications, waivers, Governmental Authorizations or other authorizations the failure to obtain which will not have a Material Adverse Effect.

          SECTION 4.04. Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser.

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ARTICLE V

ADDITIONAL AGREEMENTS

          SECTION 5.01. Conduct of Business Prior to the Closing. The Seller covenants and agrees that between the date hereof and the time of the Closing, the Company shall conduct its business in the ordinary course and consistent with the Company’s prior practice. Without limiting the generality of the foregoing, the Seller shall cause the Company to not engage in any practice, take any action, fail to take any action or enter into any transaction which could cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement.

          SECTION 5.02. Access to Information. From the date hereof until the Closing, upon reasonable notice, the Seller shall cause its officers, directors, employees, agents, representatives, accountants and counsel and shall cause the Company and each of the Company’s officers, directors, employees, agents, representatives, accountants and counsel to: (a) afford the officers, employees, agents, accountants, counsel, financing sources and representatives of the Purchaser reasonable access, during normal business hours, to the offices, properties, plants, other facilities, books and records of the Company, and to those officers, directors, employees, agents, accountants and counsel of the Seller and the Company who have any Knowledge relating to the Company, PCAAH, any Subsidiary or the Business and (b) furnish to the officers, employees, agents, accountants, counsel, financing sources and representatives of the Purchaser such additional financial and operating data and other information regarding the assets, properties, liabilities and goodwill of the Company, PCAAH, the Subsidiaries and the Business (or legible copies thereof) as the Purchaser may from time to time reasonably request.

          SECTION 5.03. Confidentiality. For a period of two years from the Closing Date (the “Term”), the Seller agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all information relating to trade secrets, processes, patent applications, product development, price, customer and supplier lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans, new personnel acquisition plans and all other confidential or proprietary information with respect to the Business, the Company, PCAAH or the Subsidiaries, (ii) in the event that the Seller or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled to disclose any such information, provide the Purchaser with prompt written notice of such requirement so that the Purchaser, the Company, PCAAH or the Subsidiaries may seek a protective order or other remedy or waive compliance with this Section 5.03, (iii) in the event that such protective order or other remedy is not obtained, or the Purchaser waives compliance with this Section 5.03, furnish only that portion of such confidential information which is legally required to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded such information, and (iv) promptly furnish (prior to, at, or as soon as practicable following, the Closing) to the Company or the Purchaser any and all copies (in whatever form or medium) of all such confidential information then in the possession of the Seller or any of its agents, representatives, Affiliates, employees, officers and directors and destroy any and all additional

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copies then in the possession of the Seller or any of its agents, representatives, Affiliates, employees, officers and directors of such information and of any analyses, compilations, studies or other documents prepared, in whole or in part, on the basis thereof; provided, however, that this sentence shall not apply to any information that, at the time of disclosure, is available publicly and was not disclosed in breach of this Agreement by the Seller, its agents, representatives, Affiliates, employees, officers or directors.

          SECTION 5.04. Regulatory and Other Authorizations; Notices and Consents.

          (a) The Seller shall use all commercially reasonable efforts to obtain (or cause the Company to obtain, or assist PCAAH or the Subsidiaries in obtaining) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to this Agreement and will cooperate fully with the Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals.

          (b) The Seller shall, shall cause the Company, or shall assist PCAAH or the Subsidiaries, to give promptly such notices to third parties and use all commercially reasonable efforts to obtain such third party consents and estoppel certificates as the Purchaser may in its sole discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement.

          (c) The Purchaser shall cooperate and use all commercially reasonable efforts to assist the Seller in giving such notices and obtaining such consents and estoppel certificates; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which the Purchaser reasonably may deem adverse to the interests of the Purchaser, the Company, PCAAH or the Subsidiaries.

          (d) The Seller and the Purchaser agree that, in the event that any consent, approval or authorization necessary or desirable to preserve for the Company any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which the Company is a party is not obtained prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser or the Company in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Seller shall use all of its commercially reasonable efforts to provide the Purchaser or the Company, as the case may be, with the rights and benefits of the affected lease, license, contract, commitment or other agreement or arrangement for the term of such lease, license, contract or other agreement or arrangement, and, if the Seller provides such rights and benefits, the Company shall assume the obligations and burdens thereunder.

          SECTION 5.05. Notice of Developments. Prior to the Closing, the Seller shall promptly notify the Purchaser in writing of (a) all events, circumstances, facts and occurrences arising subsequent to the date of this Agreement which could result in any breach of a representation or warranty or covenant of the Seller in this Agreement or which could have the effect of making any representation or warranty of the Seller in this Agreement untrue or

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incorrect in any respect, (b) all other material developments affecting the assets, Liabilities, business, financial condition, operations, results of operations, customer or supplier relations, employee relations, projections or prospects of the Company and (c) any Material Adverse Effect.

          SECTION 5.06. Release of Indemnity Obligations. The Seller covenants and agrees, on or prior to the Closing, to execute and deliver to the Company and PCAAH, for the benefit of the Company and PCAAH, a general release and discharge, in form and substance satisfactory to the Purchaser, releasing and discharging the Company and PCAAH from any and all obligations to indemnify the Seller or otherwise hold it harmless pursuant to any agreement or other arrangement entered into prior to the Closing.

          SECTION 5.07. Further Assurances. (a) The Seller covenants and agrees to cooperate with the Purchaser and shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things, including the making of any SEC disclosures, necessary or desirable under applicable Law and regulation, as the Purchaser may reasonably request the Seller to take or do in connection with the initial public offering of the ultimate parent entity of MIA (“MIA Parent”) or any of its subsidiaries.

          (b) Notwithstanding anything to the contrary contained in this Agreement, the Purchaser shall have the right to use and disclose any and all financial information, including the financial statements and any notes thereto, and other related documents in connection with the initial public offering by MIA Parent or any of its subsidiaries.

          SECTION 5.08. Further Action. Each of the parties hereto shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable under applicable Law, and to execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated hereby.

          SECTION 5.09. Notice of Termination of Initial Public Offering. Purchaser shall immediately notify the Seller if it has determined, for whatever reason, to terminate or otherwise not pursue the initial public offering of MIA Parent or any of its subsidiaries in which event the Seller shall have a right of termination as provided in Section 9.01.

          SECTION 5.10. Initial Public Offering. Upon the request of the Seller, the Purchaser agrees to provide, or to cause MIA Parent to provide, any documents relating to the initial public offering of MIA Parent or any of its subsidiaries provided such documents have been made publicly available, whether filed with the Securities and Exchange Commission or otherwise.

          SECTION 5.11. MGIF Purchase Agreement. Between the date hereof and the Closing, the Purchaser will notify the Seller of any amendments to or waivers of any provisions of the MGIF Purchase Agreement.

ARTICLE VI

TAX MATTERS

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          SECTION 6.01. Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Seller shall prepare and file (in each case, at its own cost and expense and in a manner consistent with past practice) on a timely basis all Tax Returns (including returns for estimated Taxes) for the Company for all Pre-Closing Periods. The Seller shall timely pay all taxes shown to be due and payable on such Tax returns.

          (b) Any refund of taxes of the Company which are allocable pursuant to this Agreement to (i) a Post-Closing Straddle Period shall be for the account of the Purchaser and (ii) a Pre-Closing Straddle Period shall be for the account of the Seller. The Seller shall promptly pay to the Purchaser, and the Purchaser shall promptly pay (or cause to be paid) to the Seller, the amount of any such refund received by the Seller or the Purchaser, as the case may be, to the extent such other party is entitled to such refund pursuant to this Agreement.

          SECTION 6.02. Transfer and Similar Taxes. Notwithstanding any other provision of this Agreement to the contrary, the Purchaser shall be solely responsible for paying all property, sales, use, privilege, transfer, documentary, gains, stamp, duties, recording and similar Taxes and fees (including any penalties, interest or additions) imposed upon any party in connection with the transactions contemplated by this Agreement (collectively, the “Transfer Taxes”). The Purchaser shall procure any stock transfer stamp required by, and accurately file all necessary Tax Returns and other documentation with respect to, any Transfer Tax.

          SECTION 6.03. Tax Indemnification. (a) The Seller shall indemnify, defend, and hold harmless the Purchaser Indemnified Parties (including the Company) from and against any and all Excluded Taxes and against any loss, damage, liability or expense (including reasonable fees for attorneys and other outside consultants) incurred in contesting or otherwise in connection with any such Excluded Taxes.

          (b) All amounts payable or to be paid under this Section 6.03 (the “Tax Indemnity Payments”) shall be paid in immediately available funds within five (5) Business Days after the later of (i) receipt of a written request from the party entitled to such Tax Indemnity Payment and (ii) the day of payment of the amount that is the subject of the Tax Indemnity Payment by the party entitled to receive such Tax Indemnity Payment.

          SECTION 6.04. Contests. (a) After the Closing, the Purchaser shall promptly notify the Seller in writing of any written notice of a proposed assessment or claim in an audit or administrative or judicial proceeding of the Company, which, if determined adversely to the taxpayer, would be grounds for indemnification under Section 6.03; provided, however, that the failure to give such notice will not affect the Purchaser’s right to indemnification under this Agreement except to the extent, if any, that, but for such failure, the Seller would have avoided the Tax Liability in question.

          (b) In the case of an audit or administrative or judicial proceeding (a “Contest”) that relates to a Pre-Closing Period, the Seller shall have the right, at its expense, to participate in and control the conduct of such Contest, but only to the extent that such Contest relates solely to a potential adjustment for which the Seller has acknowledged, in writing, its liability under this Agreement to hold the Purchaser and the Company harmless against the full amount of any adjustment which may be made as a result of such Contest. The Purchaser also

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may participate in any such Contest, and, if the Seller does not assume the defense of any such Contest, the Purchaser may defend the same in such manner as it may deem appropriate, including settling such Contest after five days’ prior written notice to the Seller setting forth the terms and conditions of settlement. Notwithstanding anything to the contrary contained in this Agreement, in the event that issues relating to a potential adjustment for which the Seller has acknowledged its liability in writing are required to be contested in the same Contest as separate issues relating to a potential adjustment for which the Purchaser would be liable, the Purchaser shall have the right, at its expense, to control the Contest with respect to the latter issues.

          (c) In the case of a Contest that relates to a Straddle Period, or otherwise with respect to issues relating to a potential adjustment for which the Seller (as evidenced by its written acknowledgement of liability under this Section 6.04), on the one hand, and the Purchaser, on the other hand, could be liable, (i) each of the Seller and the Purchaser may participate in the Contest, and (ii) such Contest shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future taxable periods. The principle set forth in this Section 6.04(c) also shall govern for purposes of deciding any issue that must be decided jointly (including choice of judicial forum) in situations in which separate issues are otherwise controlled under this Article VI by the Purchaser and the Seller.

          (d) Notwithstanding anything to the contrary herein, the Seller shall not enter into any compromise or agree to settle any claim pursuant to a Contest, which would adversely affect the Purchaser or the Company in a taxable period ending after the Closing Date without the prior written consent of the Purchaser.

          SECTION 6.05. Miscellaneous. (a) From and after the date of this Agreement, the Seller shall not, without the prior written consent of the Purchaser, make, or cause or permit to be made, any Tax election that would adversely affect the Company in a taxable period ending after the Closing Date.

          (b) The Seller and its Affiliates shall provide the Purchaser with such cooperation and information as the Purchaser reasonably may request in connection with any Tax matters relating to the Company, including, without limitation, the filing of any Tax Return or claim for refund, the determination of any liability for Taxes or right to a refund of Taxes or the conduct of any Contest in respect of Taxes. Such cooperation and information shall include, without limitation, providing the Purchaser with copies of any relevant Tax Returns, together with documents relating to rulings or other determinations by Taxing authorities.

          (c) Notwithstanding any provisions in this Agreement to the contrary, (i) the obligations of the Seller to indemnify and hold harmless the Purchaser Indemnified Parties pursuant to this Article VI and (ii) the representations and warranties contained in Section 3.09 shall terminate at the close of business on the 90th day following the expiration of the applicable statute of limitations with respect to the Tax Liabilities in question (giving effect to any waiver, mitigation or extension thereof).

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ARTICLE VII
INDEMNIFICATION

          SECTION 7.01. Survival of Representations and Warranties. (a) The representations and warranties of the Seller contained in this Agreement shall survive the Closing until the earlier of the 18 month anniversary of the Closing or the expiration of the statute of limitations; provided, however, that (i) the representations and warranties made pursuant to Sections 3.01, 3.02, 3.03 and 3.04 shall survive indefinitely, (ii) the representations and warranties made pursuant to Section 3.09 shall survive as provided in Section 6.05(c) and (iii) insofar as any claim is made by the Purchaser for the breach of any representation or warranty of the Seller contained herein, which claim arises out of allegations of personal injury or property damage suffered by any third party on or prior to the Closing or attributable to products or inventory sold or shipped, or activities or omissions that occur, on or prior to the Closing, such representations and warranties shall, for purposes of such claim by the Purchaser, survive until thirty calendar days after the expiration of the applicable statute of limitations governing such claims. If written notice of a claim has been given prior to the expiration of the applicable representations and warranties by the Purchaser to the Seller, then the relevant representations and warranties shall survive as to such claim, until such claim has been finally resolved.

          (b) The representations and warranties of the Purchaser contained in this Agreement shall survive the Closing until the 18 month anniversary of the Closing; provided, however, that the representations and warranties made pursuant to Section 4.01 shall survive indefinitely. If written notice of a claim has been given prior to the expiration of the applicable representations and warranties by the Seller to the Purchaser, then the relevant representations and warranties shall survive as to such claim, until such claim has been finally resolved.

          SECTION 7.02. Indemnification by the Seller. Subject to the limitations set forth in Section 7.04 hereof, the Purchaser and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Purchaser Indemnified Party”) shall be, jointly and severally, indemnified and held harmless by the Seller for and against any and all Liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys’ and consultants’ fees and expenses) actually suffered or incurred by them (including any Action brought or otherwise initiated by any of them) (hereinafter a “Loss”), arising out of or resulting from:

     (a) the breach of any representation or warranty made by the Seller contained in this Agreement; or

     (b) the breach of any covenant or agreement by the Seller contained in this Agreement.

To the extent that the Seller’s undertakings set forth in this Section 7.02 may be unenforceable, the Seller shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Purchaser Indemnified Parties.

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          SECTION 7.03. Indemnification by the Purchaser. Subject to the limitations set forth in Section 7.04 hereof, the Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for and against any and all Losses, arising out of or resulting from:

     (a) the breach of any representation or warranty made by the Purchaser contained in this Agreement; or

     (b) the breach of any covenant or agreement by the Purchaser contained in this Agreement.

To the extent that the Purchaser’s undertakings set forth in this Section 7.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Parties.

          SECTION 7.04. Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 7.02, 7.03 or Article VI, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $30,000 (the “Basket Amount”), after which the Indemnifying Party shall be liable for all Losses, including the Basket Amount and (b) the maximum amount of indemnifiable Losses which may be recovered from an Indemnified Party arising out of or resulting from the causes set forth in Section 7.02, 7.03 or Article VI, as the case may be, shall be an amount equal to $500,000, net of insurance proceeds.

          SECTION 7.05. Tax Treatment. All amounts paid under the indemnification provisions of this Agreement shall be treated as adjustments to purchase price for all Tax purposes.

          SECTION 7.06. Third Party Claims. (a) If any third party shall notify either the Seller or the Purchaser (“Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against the other under this Article VII, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing within 30 days of the receipt of such notice. Such notice will contain in reasonable detail, the nature and the basis of the claim and the amount thereof, to the extent known, and any other relevant information in the possession of the Indemnified Party. No delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless the Indemnifying Party is prejudiced thereby.

          (b) The Indemnifying Party shall have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice, reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages and does not impose any equitable relief upon the Indemnified Party.

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          (c) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 7.06(b) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate.

          (d) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent will not be unreasonably withheld).

          (e) The Indemnifying Party or the Indemnified Party, as the case may be, who is controlling the defense of the Third Party Claim shall keep the other fully informed of such claim at all stages thereof. The parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any Third Party Claim.

          SECTION 7.07. Exclusive Remedy. The indemnification provisions set forth in this Agreement are the exclusive remedies of the Purchaser and the Seller arising out of or in connection with this Agreement and the transactions contemplated hereby.

ARTICLE VIII

CONDITIONS TO CLOSING

          SECTION 8.01. Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

     (a) Representations, Warranties and Covenants. The representations and warranties of the Purchaser contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects as of the Closing Date, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of that date, in each case, with the same force and effect as if made as of the Closing Date, other than such representations and warranties as are made as of another date, the covenants and agreements contained in this Agreement to be complied with by the Purchaser on or before the Closing Date shall have been complied with in all material respects. The Seller shall have received a certificate of the Purchaser to such effect signed by a duly authorized executive officer; and

     (b) No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Seller, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 8.01(b) shall not apply if the Seller has directly or indirectly solicited or encouraged any such Action.

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          SECTION 8.02. Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

     (a) Representations, Warranties and Covenants. The representations and warranties of the Seller contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects as of the Closing Date, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of that date, in each case, with the same force and effect as if made as of the Closing Date, other than such representations and warranties as are made as of another date, the covenants and agreements contained in this Agreement to be complied with by the Seller on or before the Closing Date shall have been complied with in all material respects. The Purchaser shall have received a certificate of the Seller to such effect signed by a duly authorized executive officer;

     (b) No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 8.02(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action;

     (c) Consents and Approvals. The Purchaser and the Seller shall have received, each in form and substance satisfactory to the Purchaser, all authorizations, consents, orders and approvals of all Governmental Authorities and officials and all third party consents and estoppel certificates necessary for the consummation of the transactions contemplated by this Agreement including the consent required by the GMAC Loan Agreement (the “GMAC Consent”);

     (d) Financing. MIA Parent or any of its subsidiaries shall have successfully completed its initial public offering of equity securities;

     (e) MGIF Closing. The transactions contemplated by the MGIF Purchase Agreement shall have closed;

     (f) No Material Adverse Effect. No event or events shall have occurred, or be reasonably likely to occur, which, individually or in the aggregate, have, or could reasonably be deemed to have, a Material Adverse Effect; and

     (g) Delaware Limited Partnership Status. The Purchaser shall have received a certificate of the Seller, reasonably acceptable to the Purchaser, signed by the general partner of the Seller certifying that the Seller is a Delaware limited partnership, and for U.S. Tax purposes is not a foreign corporation, foreign partnership, foreign trust, foreign estate or a disregarded entity.

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ARTICLE IX

TERMINATION, AMENDMENT AND WAIVER

          SECTION 9.01. Termination. This Agreement may be terminated at any time prior to the Closing:

     (a) by the Purchaser if, between the date hereof and the Closing (i) an event or condition occurs that has resulted in a Material Adverse Effect, (ii) any representations and warranties of the Seller contained in this Agreement shall not have been true and correct when made, (iii) the Seller shall not have complied in all material respects with the covenants or agreements contained in this Agreement which the Seller is obligated to comply with or (iv) the Seller or the Company makes a general assignment for the benefit of creditors, or any proceeding shall be instituted by or against the Seller or the Company seeking to adjudicate any of them a bankrupt or insolvent, or seeking liquidation, winding up or reorganization, arrangement, adjustment, protection, relief or composition of its debts under any Law relating to bankruptcy, insolvency or reorganization; provided, however, that for purposes of Section 9.01(a)(iii) above, Purchaser shall have no right to terminate until Purchaser has notified the Seller of such failure to comply and such failure has continued without cure for a period of ten (10) days after the notice thereof;

          (b) by the Purchaser in the event (i) the Seller has within the previous ten (10) business days given the Purchaser any notice of a development pursuant to Section 5.05 above, and (ii) the development that is the subject of the notice has had a Material Adverse Effect;

          (c) by the Seller in the event (i) Purchaser shall not have complied in all material respects with the covenants or agreements contained in the Agreement with which the Purchaser is obligated to comply, provided, however, that the Seller shall have no right to terminate under this Section 9.01(c) until the Seller has notified the Purchaser of such failure to comply and such failure has continued without cure for a period of ten (10) days after the notice thereof, and (ii) Purchaser has notified the Seller that it is no longer pursuing the initial public offering of MIA Parent or its subsidiaries, pursuant to Section 5.09;

          (d) by either the Seller or the Purchaser if the Closing shall not have occurred by November 30, 2004, or such later date as may be agreed by the parties to the MGIF Purchase Agreement as the termination date under the MGIF Purchase Agreement; provided, however, that the right to terminate this Agreement under this Section 9.01(d) shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date;

          (e) by either the Purchaser or the Seller in the event that any Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or

          (f) by the mutual written consent of the Seller and the Purchaser.

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          SECTION 9.02. Effect of Termination. In the event of termination of this Agreement as provided in Section 9.01, this Agreement shall forthwith become void and there shall be no liability on the part of either party hereto except that nothing herein shall relieve either party hereto from liability for any breach of this Agreement.

ARTICLE X

GENERAL PROVISIONS

          SECTION 10.01. Expenses. The Purchaser shall pay the legal expenses, reasonably incurred and accompanied by invoices, of the Seller in connection with this Agreement and the transactions contemplated hereby, up to a maximum amount of $20,000, whether or not the Closing shall have occurred.

          SECTION 10.02. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile or registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.02):

(a)	if to the Seller:
	Seacoast Capital Partners II, L.P. c/o Seacrest II Advisors, LLC 55 Ferncroft Road Danvers, MA 01923 Telecopy: (978) 750-1301 Attention: Eben S. Mouton
	with a copy (which shall not constitute notice) to:
	Parron Boggs LLP 2001 Ross Avenue, Suite 3000 Dallas, TX 75201 Telecopy: (214) 758-1550 Attention: Larry A. Makel, Esq.

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(b)	if to the Purchaser:
	Macquarie Infrastructure Assets, Inc. 600 5th Avenue 21st Floor New York, New York Telecopy: (212) 581 8037 Attention: Peter Stokes
	with a copy (which shall not constitute notice) to:
	Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022-6069 Telecopy: (212) 848-7179 Attention: Antonia E. Stolper, Esq.

          SECTION 10.03. Public Announcements. Neither party hereto shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby (excluding disclosure in any filing with the Securities and Exchange Commission in connection with the initial public offering of equity securities of MIA Parent or any of its subsidiaries and related press releases) or otherwise communicate with any news media without prior written notice to the other party, and the parties hereto shall cooperate as to the timing and contents of any such press release, public announcement or communication.

          SECTION 10.04. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

          SECTION 10.05. Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between the Seller and the Purchaser with respect to the subject matter hereof.

          SECTION 10.06. Assignment. This Agreement may not be assigned by operation of law or otherwise without the express written consent of the Seller and the Purchaser (which consent may be granted or withheld in the sole discretion of the Seller or the Purchaser); provided, however, that the Purchaser may assign this Agreement or any of its rights and obligations hereunder to one or more Affiliates of the Purchaser without the consent of the Seller.

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          SECTION 10.07. Amendment. This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, the Seller and the Purchaser or (b) by a waiver in accordance with Section 10.08.

          SECTION 10.08. Waiver. Either party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered by the other party pursuant hereto or (c) waive compliance with any of the agreements of the other party or conditions to such party’s obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of either party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

          SECTION 10.09. No Third Party Beneficiaries. Except for the provisions of Article VII relating to indemnified parties, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person, including any union or any employee or former employee of the Seller, any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

          SECTION 10.10. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATES IN THIS SECTION 10.10.

          SECTION 10.11. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York, provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of

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any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

          SECTION 10.12. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

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          IN WITNESS WHEREOF, the Seller and the Purchaser have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

SEACOAST CAPITAL PARTNERS II, L.P.
By:	Seacoast II Advisors, LLC, its general partner
By:	/s/  Eben Moulton
Name:	Eben Moulton
Title:	Manager
MACQUARIE INFRASTRUCTURE ASSETS INC.
By:	/s/  Peter Stokes
Name:	Peter Stokes
Title:	Chief Executive Officer

EX-2.9

Exhibit 2.9

EXECUTION COPY

          THIS UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of October 8, 2004, is entered into by and between MACQUARIE SECURITIES (USA), INC., a Delaware corporation (the “Seller”), and MACQUARIE INFRASTRUCTURE ASSETS INC., a Delaware corporation (the “Purchaser” or “MIA”).

          WHEREAS, the Seller owns 500 issued and outstanding units (the “Units”) of PCAA Parent LLC, a Delaware limited liability company (the “Company”);

          WHEREAS, Macquarie Specialised Asset Management Limited, as trustee for and on behalf of Macquarie Global Infrastructure Fund A (“MGIF A”), Macquarie Specialised Asset Management 2 Limited, as trustee for and on behalf of Macquarie Global Infrastructure Fund B (together with MGIF A, “MGIF”), and MIA entered into a stock purchase agreement dated as of June 7, 2004 (the “MGIF Purchase Agreement”) pursuant to which MIA will purchase upon the closing of the transactions contemplated in the MGIF Purchase Agreement all of the issued and outstanding shares of Macquarie Americas Parking Corporation (“MAPC”);

          WHEREAS, pursuant to the MGIF Purchase Agreement, MIA agreed to offer to purchase the Units upon terms similar to those set forth in the MGIF Purchase Agreement;

          WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser wishes to purchase from the Seller, the Units, upon the terms and subject to the conditions set forth herein;

          NOW, THEREFORE, in consideration of the promises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the Seller and the Purchaser hereby agree as follows:

Section 1. PURCHASE AND SALE

     (a) Purchase and Sale of the Units. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver to the Purchaser the Units, free and clear of all security interests, pledges, liens, adverse claims or other encumbrances other than restrictions on transfer of the Units arising out of applicable laws, including blue sky or securities laws, of any state, country or governmental authority (“Encumbrances”) except the Encumbrances created pursuant to the Limited Liability Company Agreement, dated as of September 30, 2003 (as amended or supplemented, the “LLC Agreement”) of the Company (the “LLC Encumbrance”).

     (b) Purchase Price.

(i) In consideration of the sale and transfer of the Units, at the Closing the Purchaser shall pay and the Seller shall receive a total purchase price of $976,685 (the “Purchase Price”), subject to adjustment pursuant to this Section 1(b). The Purchaser shall deduct from the Purchase Price any amounts required to be withheld or deducted under the Internal Revenue Code of 1986, as amended, or other applicable law. Any amounts so deducted shall be remitted by the

Purchaser to the appropriate governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body (“Governmental Authority”) on a timely basis and the Purchaser shall notify the Seller in writing on the Closing Date of the amount of any such deduction or withholdings and the basis therefor.

(ii) The Purchase Price shall be adjusted by an amount equal to 1.35% of the difference between (1) the amount (if any) on the Closing Date of the Company’s and its subsidiaries’ cash in hand, cash in bank accounts and cash deposits and prepayments made by the Company or any of its subsidiaries pursuant to the terms of any lease agreement or real property purchase agreement entered into between August 11, 2004 and the Closing Date and funded by the cash of the Company or its subsidiaries in excess of the reserves that the Company is required to maintain under the loan agreement entered into on October 1, 2003 amongst Parking Company of America Airports, LLC, PCA Airports, Ltd., Parking Company of America Airports Phoenix, LLC and GMAC Commercial Mortgage Corporation (“GMAC Loan Agreement”) on the Closing Date (the “Cash”) and (2) $2,000,000 (the “Purchase Price Adjustment”). If the Purchase Price Adjustment is a positive number, then the Purchaser shall pay to the Seller, within three (3) business days, an amount equal to such difference. If the Purchase Price Adjustment is a negative number, then the Seller shall pay to the Purchaser, within three (3) business days, an amount equal to such difference.

The Purchaser shall be responsible for paying all property, sales, use, privilege, transfer, documentary, gains, stamp, duties, recording and similar taxes and fees (including any penalties, interest or additions but not including any taxes based on the income of the Seller) imposed upon any party in connection with the transactions contemplated by this Agreement.

(iii) Closing. Subject to the terms and conditions of this Agreement, the sale and purchase of the Units contemplated by this Agreement shall take place at a closing (the “Closing”) to be held at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York at 10:00 a.m. New York time on the same date that the transactions contemplated by the MGIF Purchase Agreement are consummated (it being understood that the Purchaser shall provide the Seller with at least two (2) business days advance notice of such date) provided that if all the conditions to the obligations of the parties set forth herein have not been satisfied or waived as of such date, the Closing shall occur at such other place or at such other time or on such other date as the Seller and the Purchaser may mutually agree upon in writing (the “Closing Date”).

(iv) Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:

(1) such instruments of assignment and transfer as shall be necessary to transfer to the Purchaser the right, title and interest in and to the Units owned by the Seller;

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(2) receipt for the Purchase Price;

(3) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Seller, of the resolutions duly and validly adopted by the Board of Directors or other governing body of the Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

(4) the certificate and other documents to be delivered by the Seller as contemplated by Section 6; and

(5) such other documents and instruments reasonably requested by the Purchaser to consummate the transactions contemplated hereby.

(v) Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver or cause to be delivered to the Seller:

(1) the Purchase Price, as may be adjusted pursuant to this Section 1(b), by wire transfer in immediately available funds to the bank account(s) in the United States designated by the Seller;

(2) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

(3) the certificate and other documents to be delivered by the Purchaser as contemplated by Section 6;

(4) a certificate, signed by an officer of the Purchaser, that sets forth in reasonable detail the principal components and procedures used to calculate the amount of Cash on the Closing Date and the calculation of the Purchase Price; and

(5) such other documents and instruments reasonably requested by the Seller to consummate the transactions contemplated hereby.

Section 2. REPRESENTATIONS AND WARRANTIES OF THE SELLER

          As used in this Agreement, “Knowledge” or “Known” means the actual knowledge after due inquiry of Murray Bleach. As an inducement to the Purchaser to enter into this Agreement, the Seller hereby represents and warrants to the Purchaser as follows:

     (a) Organization, Authority and Qualification of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions

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contemplated hereby. The execution and delivery of this Agreement by the Seller, the performance by the Seller of its obligations hereunder and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Seller. This Agreement has been duly executed and delivered by the Seller.

     (b) Title to Units. The Units are owned of record and beneficially by the Seller free and clear of all Encumbrances, except for the LLC Encumbrance, and the Seller has the authority to transfer and convey, valid and legal title of the Units to the Purchaser. Upon consummation of the transactions contemplated by this Agreement and registration of the Units in the name of the Purchaser in the records of the Company, the Purchaser, assuming it shall have purchased the Units for value in good faith and without notice of any adverse claim, will own all the Units free and clear of all Encumbrances except the LLC Encumbrance. Upon consummation of the transactions contemplated by this Agreement, the Units will be fully paid and nonassessable. There are no agreements or arrangements in effect with respect to the voting or transfer of the Units other than the LLC Agreement, and the Seller does not have any interest in any options, warrants, convertible securities or other rights, agreements or commitments of any character relating to the membership units of, or other equity interests in, the Company other than the Units and the rights contemplated by the LLC Agreement.

     (c) No Conflict. The execution, delivery and performance of this Agreement by the Seller does not and will not (i) violate, conflict with or result in the breach of any provision of the certificate of incorporation or by-laws (or similar organizational documents) of the Seller, (ii) conflict with or violate any law or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority applicable to the Seller or any of its assets, properties or businesses or (iii) except as provided in the LLC Agreement, and subject to receipt of the GMAC Loan Consent (as such term is defined in Section 6(b)(ii)), conflict in any material respect with, or result in any breach of, or constitute a default under any agreement to which the Seller is a party or by which it or any of its assets or properties may be bound. There are no material proceedings by any Governmental Authority or any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity (“Person”) pending, or, to the Knowledge of the Seller, threatened relating to or affecting the Seller that would adversely affect the ability of the Seller to perform its obligations under this Agreement.

     (d) Consents and Approvals. Except as provided in the LLC Agreement, there are no material consents, approvals, notices, waivers or authorizations that are necessary for the execution, delivery and performance by the Seller of this Agreement.

     (e) Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Seller.

Section 3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

     As an inducement to the Seller to enter into this Agreement, the Purchaser hereby represents and warrants to the Seller as follows:

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     (a) Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Purchaser of this Agreement, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.

     (b) No Conflict. The execution, delivery and performance by the Purchaser of this Agreement does not and will not (a) violate, conflict with or result in the breach of any provision of the certificate of incorporation or by-laws of the Purchaser, (b) conflict with or violate any law or governmental order applicable to the Purchaser or (c) except as may result from any facts or circumstances relating solely to the Seller, conflict with, or result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which the Purchaser is a party, which would adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by this Agreement.

     (c) Consents and Approvals. Except as provided in the LLC Agreement, there are no material consents, approvals, ratifications, waivers, governmental authorizations or other authorizations required to be obtained from any third party that are necessary for the execution, delivery and performance by the Purchaser of this Agreement.

     (d) Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser.

     (e) Investment Purpose. The Purchaser is acquiring the Units solely for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof, or with any present intention of distributing or selling the Units. The Purchaser agrees that the Units may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act of 1933, as amended (the “Act”), or any applicable state securities laws, except pursuant to an exemption from such registration available under the Act, or any applicable state securities laws.

     (f) No Reliance. The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Company and acknowledges that the Purchaser has been provided access to the personnel, properties, premises and records of the Company for such purpose. In making its decision to purchase the Units, the Purchaser has not relied on any

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information, representation or warranty, written or oral, express or implied, provided or made by or on behalf of the Seller, with respect to the Company or any of its subsidiaries, other than the representations and warranties contained in this Agreement.

Section 4. ADDITIONAL AGREEMENTS

     (a) Confidentiality. For a period of two (2) years from the Closing Date (the “Term”), the Seller agrees to, and shall cause its agents, representatives, affiliates, employees, officers and directors to treat and hold as confidential (and not disclose or provide access to any Person) information relating to trade secrets, processes, patent applications, product development, customer and supplier lists, pricing and marketing plans, operational or financial policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans, new personnel acquisition plans and all other confidential or proprietary information with respect to the Company and each subsidiary or the business of the Company and its subsidiaries, including any information provided to the Seller pursuant to Section 4(g) (the “Confidential Information”); provided, however, that this sentence shall not apply to any information that, (a) at the time of disclosure, is available publicly and was not disclosed in breach of this Agreement by the Seller, its agents, representatives, affiliates, employees, officers or directors; (b) was independently developed by a Seller without any use of the Confidential Information; (c) is disclosed with the prior written approval of the Purchaser; or (d) is disclosed pursuant to the order or requirement of a Governmental Authority; provided, however, to the extent permitted by law and reasonably practicable, that prior to any such disclosure, the Seller shall provide the Purchaser with prompt notice of such order or requirement in order to enable the Purchaser to seek an appropriate protective order or other remedy, to consult with such Governmental Authority with respect to the Purchaser taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of this Agreement; in the event that such protective order or other remedy is not obtained, or the Purchaser waives compliance, in whole or in part, with the terms of this Agreement, the Seller will use reasonable efforts to disclose only that portion of the Confidential Information that is legally required to be disclosed and will use reasonable best efforts to obtain reliable assurance that all Confidential Information so disclosed will be accorded confidential treatment and, in the event that the Seller shall have complied fully with the provisions of this Section 4(a), the Purchaser agrees that such disclosure may be made by the Seller without any liability hereunder.

          Notwithstanding anything in this Agreement or in any other written or oral understanding or agreement to which the parties hereto are parties or by which they are bound, the Seller (and its representatives, agents and employees) may consult any tax advisor regarding the tax treatment and tax structure of the transaction contemplated by this Agreement and may at any time disclose to any Person, without limitation of any kind, the tax treatment and tax structure of such transaction and all materials (including opinions or other tax analyses) that are provided relating to such treatment or structure. The preceding sentence is intended to satisfy the requirements for the transaction contemplated herein to avoid classification as a “confidential transaction” in accordance with Treasury Regulations Section 1.6011-4(b)(3) and shall be interpreted consistent with such intent.

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     (b) Further Assurances. The Seller covenants and agrees to cooperate with the Purchaser and shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things, necessary or desirable under applicable law, as the Purchaser may reasonably request the Seller to take or do in connection with the initial public offering of equity securities (the “IPO”) of the ultimate parent entity of MIA (“MIA Parent”) or any of its subsidiaries. In connection therewith, the Seller shall promptly notify the Purchaser in writing of all events, circumstances, facts and occurrences arising subsequent to the date of this Agreement which would be reasonably likely to result in any breach of a representation or warranty or covenant of the Seller in this Agreement or which would be reasonably likely to have the effect of making any representation or warranty of the Seller in this Agreement untrue or incorrect in any respect.

     (c) Schedule K-1s. The Purchaser shall cause the Company to deliver to the Seller no later than June 30, 2005 a Schedule K-1 with respect to the operations of the Company during calendar year 2004. If the Closing Date occurs after December 31, 2004, the Purchaser shall cause the Company to promptly deliver to the Seller a Schedule K-1 with respect to the operations of the Company after December 31, 2004 and up to and including the Closing Date.

     (d) Notification of Termination of Initial Public Offering. The Purchaser shall immediately notify the Seller if it has determined, for whatever reason, to terminate or otherwise not pursue the initial public offering of MIA Parent or any of its subsidiaries in which event the Seller shall have a right of termination as provided in Section 7(a)(iii).

     (e) Access to Records. The Purchaser shall, upon reasonable notice during regular business hours, give the officers, employees and authorized agents and representatives of the Seller access (including the right to make photocopies, at the expense of the Seller’) to the books and records of the Company to the extent such books and records are then within the Purchaser’s control and (i) for a period of one year following the Closing Date, insofar as any such requests are reasonably required for the preparation of tax returns by the Seller and relate to the business of the Company or its subsidiaries or (ii) after such initial one year period, only to the extent any such requests are reasonably necessary to respond to a tax audit of the Seller and relate to the business of the Company or its subsidiaries, in the case of both clauses (i) and (ii) above, as conducted prior to and including the Closing Date.

     (f) Closing Conditions. (x) The Seller shall use its commercially reasonable efforts to obtain the LLC Consents and to assist the Purchaser in obtaining the GMAC Loan Consent and (y) the Purchaser shall use its commercially reasonable efforts to obtain the GMAC Loan Consent and to assist the Seller in obtaining the LLC Consents (as such terms are defined in Section 6(a) or 6(b)).

     (g) Substitute Member. The Purchaser shall use its commercially reasonable efforts to be admitted as a “Substitute Member” (as defined in the LLC Agreement) pursuant to Section 6(b)(vii) effective immediately following the Closing.

     (h) LLC Agreement Amendments. The Seller hereby agrees, pursuant to Section 12.6 of the LLC Agreement, to the amendment of the LLC Agreement, such amendment to be in a form satisfactory to the Purchaser and effective as of the Closing Date.

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Section 5. INDEMNIFICATION

     (a) Indemnification by the Seller. Subject to the limitations set forth in Section 5(c) hereof, the Purchaser and its affiliates, officers, directors, employees, agents, successors and assigns (collectively, the “Purchaser Indemnified Parties”) shall be, jointly and severally, indemnified and held harmless by the Seller for and against any and all debts, liabilities and obligations (whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable), and all losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys’ and consultants’ fees and expenses) actually suffered or incurred by them (including any claim, action, suit, arbitration, inquiry, proceeding or investigation (any of the foregoing, an “Action”) brought or otherwise initiated by any of them) (hereinafter, collectively, a “Loss”), arising out of or resulting from:

(i) the breach of any representation or warranty made by the Seller contained in this Agreement; or

(ii) the breach of any covenant or agreement by the Seller contained in this Agreement.

To the extent that the Seller’s undertakings set forth in this Section 5(a) may be unenforceable, the Seller shall contribute the maximum amount that it is permitted to contribute under applicable law to the payment and satisfaction of all Losses incurred by the Purchaser Indemnified Parties.

     (b) Indemnification by the Purchaser. Subject to the limitations set forth in Section 5(c) hereof, the Seller and its affiliates, officers, directors, employees, agents, successors and assigns (collectively, the “Seller Indemnified Parties”) shall be indemnified and held harmless by the Purchaser for and against any and all Losses, arising out of or resulting from:

(i) The breach of any representation or warranty made by the Purchaser contained in this Agreement; or

(ii) the breach of any covenant or agreement by the Purchaser contained in this Agreement.

          To the extent that the Purchaser’s undertakings set forth in this Section 5(b) may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Parties.

     (c) Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) an Indemnifying Party (as defined below) shall not be liable for any claim for indemnification pursuant to Section 5(a) or 5(b), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $15,000 (the “Basket Amount”), after which the Indemnifying Party shall be liable for all Losses, including the Basket Amount and (b) the maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Section 5(a) or 5(b), as the case may be, shall be an amount equal to $200,000, net of

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insurance proceeds, it being agreed and understood that for purposes of determining the maximum amount of indemnifiable Losses that may be recovered from the Seller, the maximum liability of the Seller collectively shall not exceed $200,000 in the aggregate. Any claim for indemnification under this Section 5 shall be offset or reduced by the amount of any insurance proceeds or any tax benefit that the indemnified party may be entitled to as a result of such Loss. For purposes of this Agreement, “Indemnifying Party” means the Seller or the Purchaser, as applicable, as the party responsible for indemnifying the other party hereto pursuant to this Section 5.

     (d) Tax Treatment. All amounts paid under the indemnification provisions of this Agreement shall be treated as adjustments to the Purchase Price for all tax purposes.

     (e) Third Party Claims.

(i) If any third party shall notify either the Seller or the Purchaser (“Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against the other under this Section 5, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing within 30 days of the receipt of such notice. Such notice will contain in reasonable detail, the nature and the basis of the claim and the amount thereof, to the extent known, and any other relevant information in the possession of the Indemnified Party. No delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless the Indemnifying Party is prejudiced thereby.

(ii) The Indemnifying Party shall have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice, reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed) unless the judgment or proposed settlement involves only the payment of money damages and does not impose any equitable relief upon the Indemnified Party.

(iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 5(e)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate.

(iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed).

(v) The Indemnifying Party or the Indemnified Party, as the case may be, who is controlling the defense of the Third Party Claim shall keep the other fully informed of such claim at all stages thereof. The parties hereto agree to render to

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each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any Third Party Claim.

     (f) Survival of Representations and Warranties.

(i) The representations and warranties of the Seller contained in Section 2 of this Agreement shall survive the Closing until the 18 month anniversary of the Closing; provided, however, that the representations and warranties made pursuant to Sections 2(a) and 2(b) shall survive indefinitely. If written notice of a claim has been given prior to the expiration of the applicable representations and warranties by the Purchaser to the Seller, then the relevant representations and warranties shall survive as to such claim, until such claim has been finally resolved.

(ii) The representations and warranties of the Purchaser contained in Section 3 of this Agreement shall survive the Closing until the 18-month anniversary of the Closing; provided, however, that the representations and warranties made pursuant to Section 3(a) shall survive indefinitely. If written notice of a claim has been given prior to the expiration of the applicable representations and warranties by the Seller to the Purchaser, then the relevant representations and warranties shall survive as to such claim, until such claim has been finally resolved.

     (g) Exclusive Remedy. The indemnification provisions set forth in this Agreement are the exclusive remedies of the Purchaser and the Seller arising out of or in connection with this Agreement and the transactions contemplated hereby.

Section 6. CONDITIONS TO CLOSING

     (a) Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of the following conditions:

(i) Representations, Warranties and Covenants. (1) The representations and warranties of the Purchaser contained in Section 3 of this Agreement shall have been true and correct when made and shall be true and correct as of the Closing Date with the same force and effect as if made as of the Closing Date; (2) the covenants and agreements contained in this Agreement to be complied with by the Purchaser on or before the Closing Date shall have been complied with in all material respects; and (3) the Seller shall have received a certificate of the Purchaser to such effect signed by a duly authorized executive officer.

(ii) No Proceeding or Litigation. No action shall have been commenced, or threatened in writing, by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Seller, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this

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Section 6(a)(ii) shall not apply if the Seller has directly or indirectly solicited or encouraged any such action.

(iii) Waivers. The Company shall have (i) waived its right of first refusal provided for in Section 10.10 of the LLC Agreement (the “Right of First Refusal”); (ii) received a waiver of the Right of First Refusal from Parking Company of America Airports Holdings, LLC (“PCAAH”) addressed to the Seller and to the Purchaser; and (iii) received waivers of the tag along rights provided for in Section 10.12 of the LLC Agreement from PCAAH, ARE Holdings, LLC, Atlas Superpark Ltd, Parking Company of America Management, LLC, New WAI Holdings, L.P., Richard West and Frank Lemieux addressed to the Seller and to the Purchaser, and the Seller shall been provided with copies of the waivers in clauses (i), (ii) and (iii) above (the “LLC Waivers”).

(iv) Consents to Transfer. Pursuant to Section 10.1 of the LLC Agreement, the Seller shall have received the affirmative vote or consent of a Majority Interest (as defined in the LLC Agreement) to the transfer of the Units in accordance with this Agreement (the “LLC Consents”).

(v) Admission of Purchaser as a Substitute Member. The Purchaser shall have been admitted as a Substitute Member.

(vi) LLC Agreement Amendments. The LLC Agreement shall have been amended as contemplated by Section 4(h).

(vii) GMAC Loan Consent. The Seller shall have received a copy of the GMAC Loan Consent (as such term is defined in Section 6 (b) (ii)).

     (b) Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

(i) Representations, Warranties and Covenants. (1) The representations and warranties of the Seller contained in Section 2 of this Agreement shall have been true and correct when made and shall be true and correct as of the Closing Date with the same force and effect as if made as of the Closing Date, (2) the covenants and agreements contained in this Agreement to be complied with by the Seller on or before the Closing Date shall have been complied with and (3) the Purchaser shall have received a certificate of the Seller to such effect signed by a duly authorized executive officer.

(ii) Consents and Approvals. The Purchaser shall have received, each in form and substance satisfactory to the Purchaser, all authorizations, consents, approvals, notices or waivers of all Governmental Authorities and officials necessary to consummate the transactions contemplated by this Agreement and under the Loan Agreement dated as of October 1, 2003, by and among Parking Company of America Airports, LLC, PCA Airports, Ltd., Parking Company of America Airports Phoenix, LLC and GMAC Commercial Mortgage Corporation

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(the “GMAC Loan Consent”). The Seller and the Purchaser agree that, in the event that any consent, approval, notice, waiver or authorization is not obtained or made prior to the Closing, the Seller will, subsequent to the Closing, cooperate with the Purchaser, the Company or any subsidiary thereof in attempting to obtain or make such consent, approval, notice, waiver or authorization as promptly thereafter as practicable.

(iii) Financing. MIA Parent shall have completed its IPO.

(iv) MGIF Closing. The transactions contemplated by the MGIF Purchase Agreement shall have closed.

(v) Waivers. The Purchaser shall have received a copy of each of the LLC Waivers.

(vi) Admission of Purchaser as a Substitute Member. The Purchaser shall have been admitted as a Substitute Member effective immediately following the Closing.

Section 7. TERMINATION

(a) Termination. This Agreement may be terminated at any time prior to the Closing:

(i) by the Purchaser if, between the date hereof and the Closing (1) the MGIF Purchase Agreement shall have been terminated in accordance with its terms; (2) any representations and warranties of the Seller contained in this Agreement shall not have been true and correct when made; (3) the Seller shall not have complied with the covenants or agreements contained in this Agreement to be complied with by it; provided, however, that for purposes of clause (3) above, Purchaser shall have no right to terminate under this clause until Purchaser has notified the Seller of such failure to comply and such failure has continued without cure for a period of ten (10) days after the notice thereof; or (4) the GMAC Loan Consent has not been obtained as of the date that the Purchaser or its affiliate commences the printing of the preliminary prospectus to be used in connection with the road show for the IPO (it being agreed that the Purchaser shall keep the Seller reasonably informed as to the expected printing date).

(ii) by the Seller if, between the date hereof and the Closing, (1) the MGIF Purchase Agreement shall have been terminated in accordance with its terms, (2) any representations and warranties of the Purchaser contained in this Agreement shall not have been true and correct when made or (3) the Purchaser shall not have complied with the covenants or agreements contained in the Agreement to be complied with by it, provided, however, that, for purposes of clause (3) above the Seller shall have no right to terminate under this clause until the Seller has notified the Purchaser of such failure to comply and such failure has continued without cure for a period of ten (10) days after the notice thereof;

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(iii) by either the Seller or the Purchaser if (1) Purchaser has notified the Seller that it is no longer pursuing the initial public offering of MIA Parent or its subsidiaries, (2) any Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable or (3) the Closing shall not have occurred by November 30, 2004, or such later date as may be agreed by the parties to the MGIF Purchase Agreement as the termination date under the MGIF Purchase Agreement; provided, however, that the right to terminate this Agreement under this clause (3) shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date; provided further that the Purchaser shall promptly notify the Seller if the termination date under the MGIF Purchase Agreement is extended beyond November 30, 2004, and such notice shall identify the new termination date; or

(iv) by the mutual written consent of the Seller and the Purchaser.

     (b) Effect of Termination. In the event of termination of this Agreement as provided in this Section 7, this Agreement shall forthwith become void and there shall be no liability on the part of either party hereto except (i) as set forth in Section 8(g) of this Agreement and (ii) that nothing herein shall relieve either party hereto from liability for any breach of this Agreement.

Section 8. GENERAL PROVISIONS

     (a) Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile or registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto at the addresses set forth on the signature pages hereof (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8(a)).

     (b) Miscellaneous. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between the Seller and the Purchaser with respect to the subject matter hereof. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

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     (c) Assignment, Amendment and Waiver. This Agreement may not be assigned by operation of law or otherwise without the express written consent of the Seller and the Purchaser (which consent may be granted or withheld in the sole discretion of the Seller or the Purchaser); provided, however, that the Purchaser may assign this Agreement or any of its rights and obligations hereunder to one or more affiliates of the Purchaser without the consent of the Seller. This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, the Seller and the Purchaser; provided further, however, that either party to this Agreement may (i) extend the time for the performance of any of the obligations or other acts of the other party, (ii) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered by the other party pursuant hereto or (iii) waive compliance with any of the agreements of the other party or conditions to such party’s obligations contained herein. The failure of either party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

     (d) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

     (e) Governing Law; Submission to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York, provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (i) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waive, and agree not to assert any claim that it is not subject personally to the jurisdiction of the above-named courts or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

     (f) Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

     (g) Expenses. The Purchaser shall pay the legal expenses, reasonably incurred and accompanied by invoices (which invoices need not specify in detail the nature of the tasks performed), of the Seller in connection with this Agreement and the transactions contemplated hereby, up to a maximum amount of $15,000, whether or not the Closing shall have occurred.

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          IN WITNESS WHEREOF, the Seller and the Purchaser have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

Seller’s Address:	MACQUARIE SECURITIES (USA) INC.
Macquarie Securities
(USA) Inc.
600 5th Avenue, 21st Floor New York, NY 10020 Telecopy: (212) 399-8930	By:	/s/ Murray Bleach
	Name:  Murray Bleach
Attn:	Title:    Executive Director

[Signature Page: MSI Unit Purchase Agreement]

Purchaser’s Address:	MACQUARIE INFRASTRUCTURE ASSETS INC.
Macquarie Infrastructure Assets Inc. 600 5th Avenue 21st Floor New York, New York Telecopy: (212) 581 8037 Attention: Peter Stokes
	By:	/s/ Peter Stokes Name: Peter Stokes Title: Chief Executive Officer

[Signature Page: MSI Unit Purchase Agreement]

EX-2.10

Exhibit 2.10

EXECUTION COPY

STOCK PURCHASE AGREEMENT

Between

MACQUARIE SPECIALISED ASSET MANAGEMENT LIMITED,

as Trustee for and on behalf of

MACQUARIE GLOBAL INFRASTRUCTURE FUNDS A AND C

and

MACQUARIE SPECIALISED ASSET MANAGEMENT 2 LIMITED,

as Trustee for and on behalf of

MACQUARIE GLOBAL INFRASTRUCTURE FUNDS B AND D

and

MACQUARIE INFRASTRUCTURE ASSETS INC.

Dated as of October 8, 2004

TABLE OF CONTENTS

	Page
ARTICLE I
DEFINITIONS
SECTION 1.01 Certain Defined Terms		1
SECTION 1.02 Definitions		6
ARTICLE II
PURCHASE AND SALE
SECTION 2.01 Purchase and Sale of the Shares and Debt		7
SECTION 2.02 Purchase Price		7
SECTION 2.03 Closing		8
SECTION 2.04 Closing Deliveries by the Sellers		8
SECTION 2.05 Closing Deliveries by the Purchaser		9
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLER
SECTION 3.01 Organization, Authority and Qualification of the Sellers		9
SECTION 3.02 Organization, Authority and Qualification of the Company		9
SECTION 3.03 Subsidiaries		10
SECTION 3.04 Capitalization		10
SECTION 3.05 No Conflict		10
SECTION 3.06 Consents and Approvals		10
SECTION 3.07 Litigation		10
SECTION 3.08 Compliance with Laws		11
SECTION 3.09 Taxes		11
SECTION 3.10 Insurance		12
SECTION 3.11 Financial Statements		12
SECTION 3.12 Environmental Matters		12
SECTION 3.13 Brokers		14
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
SECTION 4.01 Organization and Authority of the Purchaser		14
SECTION 4.02 No Conflict		14
SECTION 4.03 Consents and Approvals		14

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SECTION 4.04 Brokers	14
ARTICLE V
ADDITIONAL AGREEMENTS
SECTION 5.01 Conduct of Business Prior to the Closing	15
SECTION 5.02 Access to Information	15
SECTION 5.03 Confidentiality	15
SECTION 5.04 Regulatory and Other Authorizations; Notices and Consents	16
SECTION 5.05 Notice of Developments	17
SECTION 5.06 No Solicitation or Negotiation	17
SECTION 5.07 Release of Indemnity Obligations	17
SECTION 5.08 Further Assurances	17
SECTION 5.09 Further Action	18
SECTION 5.10 Capital Expenditure	18
SECTION 5.11 Notice of Termination of Initial Public Offering	18
ARTICLE VI
TAX MATTERS
SECTION 6.01 Preparation and Filing of Tax Returns; Payment of Taxes	18
SECTION 6.02 Transfer and Similar Taxes	18
SECTION 6.03 Tax Indemnification	19
SECTION 6.04 Contests	19
SECTION 6.05 Miscellaneous	20
ARTICLE VII
INDEMNIFICATION
SECTION 7.01 Survival of Representations and Warranties	20
SECTION 7.02 Indemnification by the Sellers	21
SECTION 7.03 Indemnification by the Purchaser	21
SECTION 7.04 Limits on Indemnification	21
SECTION 7.05 Tax Treatment	22
SECTION 7.06 Third Party Claims	22
SECTION 7.07 Exclusive Remedy	22
ARTICLE VIII
CONDITIONS TO CLOSING
SECTION 8.01 Conditions to Obligations of the Sellers	23
SECTION 8.02 Conditions to Obligations of the Purchaser	23

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ARTICLE IX
TERMINATION, AMENDMENT AND WAIVER
SECTION 9.01 Termination	25
SECTION 9.02 Effect of Termination	26
ARTICLE X
GENERAL PROVISIONS
SECTION 10.01 Expenses	26
SECTION 10.02 Notices	26
SECTION 10.03 Public Announcements	27
SECTION 10.04 Severability	27
SECTION 10.05 Entire Agreement	28
SECTION 10.06 Assignment	28
SECTION 10.07 Amendment	28
SECTION 10.08 Waiver	28
SECTION 10.09 No Third Party Beneficiaries	28
SECTION 10.10 Waiver of Jury Trial	28
SECTION 10.11 Governing Law	29
SECTION 10.12 Counterparts	29
SECTION 10.13 Capacity of Trustees	29

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          STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 8, 2004, between MACQUARIE SPECIALISED ASSET MANAGEMENT LIMITED, as Trustee for and on behalf of MACQUARIE GLOBAL INFRASTRUCTURE FUNDS A AND C (“Trustee 1”) and MACQUARIE SPECIALISED ASSET MANAGEMENT 2 LIMITED, as Trustee for and on behalf of MACQUARIE GLOBAL INFRASTRUCTURE FUNDS B AND D (“Trustee 2” and collectively with Trustee 1, the “Sellers”), and MACQUARIE INFRASTRUCTURE ASSETS INC., a Delaware corporation or its wholly owned subsidiary (the “Purchaser”).

          WHEREAS, Macquarie Global Infrastructure Fund A and Macquarie Global Infrastructure Fund B each own 50% of the issued and outstanding shares (collectively the “Shares”) of common stock, $.01 par value per share (the “Common Stock”), of MACQUARIE AIRPORTS NORTH AMERICA INC., a Delaware corporation (the “Company”);

          WHEREAS, Macquarie Global Infrastructure Fund C and Macquarie Global Infrastructure Fund D each is the holder of 50% of the outstanding Debt of the Company;

          WHEREAS, each of the Sellers in its role as the Trustee for Macquarie Global Infrastructure Funds A, B, C or D, as applicable, has the authority to manage, sell, transfer and convey the Shares and the Debt;

          WHEREAS, the Company, through its subsidiaries, is engaged in the business of operating and managing airports and fixed base operations at various locations in the United States (the “Business”); and

          WHEREAS, the Sellers wish to sell to the Purchaser, and the Purchaser wishes to purchase from the Sellers, the Shares and Debt of the Company, upon the terms and subject to the conditions set forth herein.

          NOW, THEREFORE, in consideration of the promises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the Sellers and the Purchaser hereby agree as follows:

ARTICLE I

DEFINITIONS

          SECTION 1.01. Certain Defined Terms. For purposes of this Agreement:

          “Action” means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority.

          “Actual Cash Balance” means the Company and its Subsidiaries cash in hand or in the bank accounts on the Closing Date, excluding the Senior Debt Service Reserve Amount.

          “Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

          “Assignment and Acceptance” has the meaning specified in the Subordinated Debt Credit Agreement.

          “Base Cash Balance” means $1,900,000.

          “Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in The City of New York.

          “CAPEX Cash Balance” means the amount, if any, by which the aggregate actual capital expenditure by the Company and its Subsidiaries in the CAPEX Period is below the amount stated opposite the applicable completion period column (being the period in which the Closing Date occurs) of Schedule 1 of this Agreement.

          “CAPEX Period” means the period from January 1, 2004 until the Closing Date.

          “CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended through the Closing.

          “Claims” means any and all administrative, regulatory or judicial actions, suits, petitions, appeals, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations, proceedings, consent orders or consent agreements.

          “Code” means the Internal Revenue Code of 1986, as amended. Any reference herein to a specific section of the Code shall be deemed to include a reference to any corresponding provision of future Law.

          “control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.

          “Debt” means the $12,000,000 of subordinated debt the Company owes to the Sellers pursuant to the Subordinated Debt Credit Agreement.

          “Disclosure Schedule” means the Disclosure Schedule attached hereto, dated as of the date hereof, delivered by the Sellers to the Purchaser in connection with this Agreement.

          “Encumbrance” means any security interest, pledge, hypothecation, mortgage, lien (including environmental and Tax liens), violation, charge, lease, license, encumbrance, servient easement, adverse claim, reversion, reverter, preferential arrangement, restrictive covenant, condition or restriction of any kind, including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership.

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     “Environmental Claims” means any Claims relating in any way to any Environmental Law or any Environmental Permit, including (a) any and all Claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law and (b) any and all Claims by any Person seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the Environment.

     “Environmental Laws” means all Laws, now or hereafter in effect and as amended, and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to the environment, health, safety, natural resources or Hazardous Materials, including CERCLA; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §§ 6901 et seq.; the Clean Water Act, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq.; the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300f et seq.; the Atomic Energy Act, 42 U.S.C. §§ 2011 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§ 136 et seq.; and the Federal Food, Drug and Cosmetic Act, 21 U.S.C. §§ 301 et seq.

     “Environmental Permits” means all permits, approvals, identification numbers, licenses and other authorizations required under or issued pursuant to any applicable Environmental Law.

     “Excluded Taxes” means (i) Taxes imposed on or payable by the Company or any of the Subsidiaries for any Pre-Closing Periods, (ii) Taxes imposed on or payable by the Company or any of the Subsidiaries or any Purchaser Indemnified Party as a result of any breach of warranty or representation under Section 3.09 or breach of any covenant herein relating to Taxes and (iii) Taxes of another Person imposed upon or payable by the Company or any of the Subsidiaries with respect to any taxable period or portion thereof ending on or before the Closing Date.

     “Governmental Authority” means any federal, national, supranational, state, provincial, local, or similar government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

     “Governmental Authorizations” shall mean any consent, license, registration or permit issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any legal requirement, in each case in connection with the operation of the Business.

     “Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

     “Hazardous Materials” means (a) petroleum and petroleum products, radioactive materials, asbestos-containing materials, urea formaldehyde foam insulation, transformers or other equipment that contain polychlorinated biphenyls and radon gas, (b) any other chemicals, materials or substances defined as or included in the definition of “hazardous substances”,

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“hazardous wastes”, “hazardous materials”, “extremely hazardous wastes”, “restricted hazardous wastes”, “toxic substances”, “toxic pollutants”, “contaminants” or “pollutants”, or words of similar import, under any applicable Environmental Law, and (c) any other chemical, material or substance which is regulated by any Environmental Law.

     “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

     “Indemnifying Party” means the Sellers pursuant to Section 7.02 and the Purchaser pursuant to Section 7.03, as the case may be, or either party pursuant to Section 7.06.

     “Knowledge” means the actual knowledge of the Executive Officers of the Company, Greg Kenneth Osborne and Michael Smerdon.

     “Law” means any federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law).

     “Liabilities” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Law, Action or Governmental Order and those arising under any contract, agreement, arrangement, commitment or undertaking.

     “Macquarie Global Infrastructure Fund A” means the Series A specialty investment fund managed by Macquarie Specialised Asset Management Limited.

     “Macquarie Global Infrastructure Fund B” means the Series B specialty investment fund managed by Macquarie Specialised Asset Management 2 Limited.

     “Macquarie Global Infrastructure Fund C” means the Series C specialty investment fund managed by Macquarie Specialised Asset Management Limited.

     “Macquarie Global Infrastructure Fund D” means the Series D specialty investment fund managed by Macquarie Specialised Asset Management 2 Limited.

     “Material Adverse Effect” means any circumstance, change in or effect on the Business, the Company or any Subsidiary that, individually or in the aggregate with all other circumstances, changes in or effects on the Business, the Company or any Subsidiary: (a) is or is reasonably likely to be materially adverse to the business, operations, assets or liabilities (including contingent liabilities), employee relationships, customer or supplier relationships, results of operations or the condition (financial or otherwise) of the Business, the Company or any Subsidiary or (b) is reasonably likely to materially adversely affect the ability of the Purchaser to operate or conduct the Business in the manner in which it is currently operated or conducted by the Company or any Subsidiary.

     “MGIF” means Macquarie Global Infrastructure Funds A, B, C and D.

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     “Minimum Cash Balance” means the Base Cash Balance plus the CAPEX Cash Balance plus the Tax Cash Balance.

     “Permitted Encumbrances” means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced and as to which neither the Company nor any Subsidiary is otherwise subject to civil or criminal liability due to its existence: (a) liens for Taxes not yet due and payable, for which adequate reserves have been maintained in accordance with GAAP; (b) Encumbrances imposed by Law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens and other similar liens arising in the ordinary course of business securing obligations that (i) are not overdue for a period of more than 30 days and (ii) are not in excess of $5,000 in the case of a single property or $50,000 in the aggregate at any time; (c) pledges or deposits to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations; and (d) minor survey exceptions, reciprocal easement agreements and other customary encumbrances on title to real property that (i) were not incurred in connection with any indebtedness, (ii) do not render title to the property encumbered thereby unmarketable and (iii) do not, individually or in the aggregate, materially adversely affect the value of or the use of such property for its current and anticipated purposes.

     “Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

     “Post-Closing Straddle Period” means the portion of a Straddle Period beginning the day after the Closing Date.

     “Pre-Closing Periods” means any taxable period ending on or before the Closing Date.

     “Pre-Closing Straddle Period” means the portion of a Straddle Period ending on the Closing Date.

     “Purchase Price Adjustment” means the amount (if any) by which the Minimum Cash Balance exceeds the Actual Cash Balance.

     “Release” means disposing, discharging, injecting, spilling, leaking, leaching, dumping, emitting, escaping, seeping, placing and the like into or upon any land or water or air or otherwise entering into the Environment.

     “Security Agreement” means the security agreement entered into on November 5, 2002 amongst Macquarie Airports North America Inc., Macquarie Aviation North America 2 Inc. (as grantor), ILG Avcenters Inc. (as grantor), Amports Avcenters, Inc. (as grantor), Westlb AG (as administrative agent) and Citibank, N.A. (as collateral agent and as depository bank).

     “Senior Debt Service Reserve Amount” has the meaning specified in the Security Agreement.

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     “Straddle Period” means any taxable period beginning before the Closing Date and ending after the Closing Date.

     “Subordinated Debt Credit Agreement” means the subordinated debt credit agreement entered into on October 28, 2002 amongst Macquarie Airports North America Inc. and Macquarie Specialised Asset Management Limited, as trustee for and on behalf of Macquarie Global Infrastructure Funds A and C and Macquarie Specialised Asset Management 2 Limited, as trustee for and on behalf of Macquarie Global Infrastructure Funds C and D.

     “Subsidiaries” means Macquarie Aviation North America Inc., Macquarie Aviation North America 2 Inc., ILG Avcenter Inc., BTV Avcenter Inc. and any and all corporations, partnerships, limited liability companies, joint ventures, associations, and other entities controlled by the Company directly or indirectly through one or more intermediaries.

     “Tax” or “Taxes” means (i) 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, (ii) any Liability for the payment of any Tax as a result of membership in any affiliated, consolidated, combined or unitary group of corporations and (iii) any transferee or secondary Liability in respect of any Tax (whether imposed by Law or contractual arrangement).

     “Tax Cash Balance” means a good faith estimate of the amount of Taxes accrued by the Company and its Subsidiaries in the Pre-Closing Straddle Period. Such amount shall be certified by the Sellers in a certificate delivered to the Purchaser one Business Day prior to the Closing Date. Such certificate will be sufficiently detailed so as to facilitate the Purchaser’s full and complete understanding of the calculation of the Tax Cash Balance.

     “Tax Returns” means any return, declaration, report, election, claim for refund or information return or other statement or form relating to, filed or required to be filed with any Taxing authority, including any schedule or attachment thereto, and including any amendment thereof.

     “Trustees” means Macquarie Specialised Asset Management Limited and Macquarie Specialised Asset Management 2 Limited.

     SECTION 1.02. Definitions. The following terms have the meanings set forth in the Sections set forth below:

Definition	Location
“Agreement”	Preamble
“Basket Amount”	7.04
“Business”	Recitals

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Definition	Location
“Closing”	2.03
“Closing Date”	2.03
“Common Stock”	Recitals
“Company”	Recitals
“Contest”	6.04(b)
“Financial Statements”	3.11(a)
“Loss”	7.02
“Purchase Price”	2.02
“Purchaser”	Preamble
“Purchaser Indemnified Party”	7.02
“Sellers”	Preamble
“Seller Indemnified Party”	7.03
“Shares”	Recitals
“Tax Indemnity Payments”	6.03(b)
“Third Party Claim”	7.06
“Transfer Taxes”	6.02
“Trustee 1”	Preamble
“Trustee 2”	Preamble

ARTICLE II

PURCHASE AND SALE

          SECTION 2.01. Purchase and Sale of the Shares and Debt. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall sell, assign, transfer, convey and deliver, free and clear of all Encumbrances, to the Purchaser, the Shares and the Debt of the Company, and the Purchaser shall purchase the Shares and assume the Debt of the Company.

          SECTION 2.02. Purchase Price. (a) In consideration of the sale and transfer of the Shares and Debt, the parties hereto agree that, at the Closing, the Purchaser shall pay and the Sellers shall receive a total purchase price of $41,900,000 (the “Purchase Price”).

          The Purchaser shall deduct from the Purchase Price any amounts required to be withheld or deducted under the Code or other applicable Tax Law. Any amounts so deducted shall be remitted by the Purchaser to the appropriate Governmental Authority on a timely basis. The Purchase Price shall be adjusted as set forth in Section 2.02(b).

          (b) The Purchase Price shall be reduced and the Purchaser shall not be required to pay on the Closing Date an amount (if any) equal to the Purchase Price Adjustment.

          Subject to Section 2.02(a) and (b), the Purchase Price shall be distributed as follows:

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• Macquarie Global Infrastructure Fund A: $14,950,000 less 50% of the Purchase Price Adjustment, if any for 50% of the outstanding Shares;

• Macquarie Global Infrastructure Fund B: $14,950,000 less 50% of the Purchase Price Adjustment, if any for 50% of the outstanding Shares;

• Macquarie Global Infrastructure Fund C: $6,000,000 for 50% of the Outstanding Debt; and

• Macquarie Global Infrastructure Fund D: $6,000,000 for 50% of the Outstanding Debt.

          SECTION 2.03. Closing. Subject to the terms and conditions of this Agreement, the sale and purchase of the Shares and Debt contemplated by this Agreement shall take place at a closing (the “Closing”) to be held at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York at 10:00 A.M. New York time the fifteenth Business Day following the satisfaction or waiver of all conditions to the obligations of the parties set forth in Sections 8.01 and 8.02 or at such other place or at such other time or on such other date as the Sellers and the Purchaser may mutually agree upon in writing (the “Closing Date”).

          SECTION 2.04. Closing Deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the Purchaser:

     (a) stock certificates evidencing the Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank, in form satisfactory to the Purchaser and with all required stock transfer tax stamps affixed;

     (b) the notes reflecting the Debt duly transferred to the Purchaser, in the form of an Assignment and Acceptance agreement duly executed by the Sellers, attached as Exhibit C to the Subordinated Debt Credit Agreement;

     (c) receipts for the Purchase Price;

     (d) a true and complete copy, certified by the Secretary or an Assistant Secretary of each Seller, of the resolutions duly and validly adopted by the Board of Directors of such Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

     (e) good standing certificates for the Company and for each Subsidiary from the Secretary of State of the jurisdiction in which such entity is incorporated or organized and from the Secretary of State in each other jurisdiction in which the properties owned or leased by any of the Company or any Subsidiary, or the operation of its business in such jurisdiction, requires the Company or any Subsidiary to qualify to do business as a foreign corporation, in each case dated as of a date not earlier than five Business Days prior to the Closing;

     (f) the certificate, dated the Closing Date, contemplated by Section 8.02(a); and

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     (g) such other documents and instruments reasonably requested by the Purchaser to consummate the transactions contemplated hereby.

          SECTION 2.05. Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver or cause to be delivered to the Sellers:

     (a) the Purchase Price by wire transfer in immediately available funds to a bank account in the United States to be designated by the Sellers in a written notice to the Purchaser at least five Business Days before the Closing;

     (b) the certificate, dated the Closing Date, contemplated by Section 8.01(a); and

     (c) such other documents and instruments reasonably requested by the Sellers to consummate the transactions contemplated hereby.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

OF THE SELLERS

     As an inducement to the Purchaser to enter into this Agreement, each Seller, jointly and severally, hereby represents and warrants to the Purchaser as follows:

     SECTION 3.01. Organization, Authority and Qualification of the Sellers. Such Seller is the trustee of Macquarie Global Infrastructure Fund A, B, C or D, duly authorized and empowered by the corresponding trust agreement and the laws of the jurisdiction governing the corresponding trust agreement, and is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by each Seller, the performance by such Seller of its obligations hereunder and the consummation by such Seller of the transactions contemplated hereby have been duly authorized by all requisite action on the part of such Seller and its Board of Directors. This Agreement has been duly executed and delivered by each Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes legal, valid and binding obligations of each Seller, enforceable against such Seller in accordance with their respective terms. Each Seller has the authority to transfer and convey, valid and legal title of the Shares and Debt to the Purchaser.

     SECTION 3.02. Organization, Authority and Qualification of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as it has been and is currently conducted. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary or desirable. All corporate actions taken by the Company have been duly authorized, and the Company has not taken any action that in any respect conflicts with, constitutes a default under or results in a

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violation of any provision of its certificate of incorporation or by-laws. True and correct copies of the certificate of incorporation and by-laws of the Company, each as in effect on the date hereof, have been delivered by the Sellers to the Purchaser.

     SECTION 3.03. Subsidiaries. Section 3.03 of the Disclosure Schedule sets forth a true and complete list of all Subsidiaries, listing for each Subsidiary its name, type of entity, the jurisdiction and date of its incorporation or organization, its authorized capital stock, partnership capital or equivalent, the number and type of its issued and outstanding shares of capital stock, partnership interests or similar ownership interests and the current ownership of such shares, partnership interests or similar ownership interests.

     SECTION 3.04. Capitalization. The authorized capital stock of the Company consists of 1,000 shares of Common Stock, $.01 par value. As of the date hereof, 30 shares of Common Stock, $.01 par value, are issued and outstanding, all of which are validly issued, fully paid and nonassessable. None of the issued and outstanding shares of Common Stock was issued in violation of any preemptive rights. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of Common Stock or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Shares constitute all of the issued and outstanding capital stock of the Company and are legally owned by the Sellers free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement and registration of the Shares in the name of the Purchaser in the stock records of the Company, the Purchaser, assuming it shall have purchased the Shares for value in good faith and without notice of any adverse claim, will own all the issued and outstanding capital stock of the Company free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement, the Shares will be fully paid and nonassessable.

     SECTION 3.05. No Conflict. The execution, delivery and performance of this Agreement by each Seller does not and will not (a) violate, conflict with or result in the breach of any provision of the certificate of incorporation or by-laws (or similar organizational documents) of each Seller, the Company and its Subsidiaries or any trust agreement of such Seller or (b) conflict with or violate any Law or Governmental Order applicable to each Seller, the Company or its Subsidiaries or any of their respective assets, properties or businesses or (c) conflict in any material respect with, or result in any material breach of, or constitute a material default under, any agreement to which such Seller is a party or by which it or any of its assets or properties may be bound or (d) result in or require the creation of any Encumbrance, except for a Permitted Encumbrance, upon the Business and the underlying assets.

     SECTION 3.06. Consents and Approvals. All material consents which are necessary for the execution, delivery and performance by the Sellers of this Agreement are set forth in Section 3.06 of the Disclosure Schedule. For the avoidance of doubt, the only Consents required as a condition of the obligations of the parties to consummate the Closing are those set forth in Section 8.02 hereof.

     SECTION 3.07. Litigation. Except as set forth in Section 3.07 of the Disclosure Schedule, there are no material proceedings by any Person or Governmental Authority pending,

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or, to the Knowledge of each Seller, threatened relating to or affecting the Company, its Subsidiaries or the Business.

          SECTION 3.08. Compliance with Laws. The Company and its Subsidiaries have conducted and continue to conduct the Business in accordance with all Laws and Governmental Orders applicable to the Company and its Subsidiaries, except where the failure to do so would have a Material Adverse Effect and the Company and its Subsidiaries are not in any material violation of any such Law or Governmental Order.

          SECTION 3.09. Taxes. Except as set forth in Section 3.09 of the Disclosure Schedule:

     (a) The Sellers, the Company and its Subsidiaries have duly and accurately filed when due, including any extensions, all Tax Returns in connection with the Company, its Subsidiaries and the Business. All such Tax Returns are correct and complete in all material respects.

     (b) The Sellers, the Company and its Subsidiaries have timely paid and discharged any and all Tax obligations with respect to the Company and its Subsidiaries and the Business, whether or not shown on any Tax Return. The Sellers, the Company and its Subsidiaries have timely discharged any and all obligations to withhold and remit any Taxes required to be withheld by or with respect to the Company and its Subsidiaries and the Business.

     (c) Neither the Sellers nor the Company or any of its Subsidiaries have received notice of any Tax deficiency outstanding, proposed or assessed against or allocable to the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries executed any waiver of any statute of limitations on the assessment or collection of any Tax, or executed or filed with the Internal Revenue Service or any other Taxing authority any agreement now in effect extending the period for assessment or collection of any Taxes against the Company or any of its Subsidiaries.

     (d) There are no actions, suits, proceedings, audits, investigations or claims pending, in progress, or to the Sellers’ Knowledge, threatened against the Company or any of its Subsidiaries with respect to Taxes. There are no Encumbrances for Taxes upon, pending against, or to the Sellers’ Knowledge, threatened against the assets of the Business.

     (e) There are no Tax sharing or Tax allocation agreements with respect to which the Company or any of its Subsidiaries has been or currently is a party.

     (f) The Company or any of its Subsidiaries is not liable for Taxes of another Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Tax Law) as a transferee or successor, by contract or otherwise liable.

     (g) The income Tax Returns of the Company and its Subsidiaries have disclosed any Tax positions that, if not disclosed, could give rise to penalties under Section 6662 of the Code (or a similar provision of state or local Tax Law).

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     (h) No claim has been made by a Taxing authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to taxation by such jurisdiction. No power of attorney has been granted with respect to any matter relating to Taxes that could affect the Company or any of its Subsidiaries in any taxable period ending after the Closing Date.

     (i) The Company and its Subsidiaries were not, at any time during the applicable period set forth in Section 897(c)(1) of the Code, a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.

     (j) The Company and its Subsidiaries have not been required to recognize income as a result of any adjustment pursuant to Section 481 of the Code (or a similar provision of state or local Tax Law) by reason of a change in accounting method initiated by the Company, and no Taxing authority has initiated or proposed any such adjustment or change in accounting method. The Company and its Subsidiaries are not required to include in a taxable period ending after the Closing Date income that economically accrued in a taxable period ending on or prior to the Closing Date but that was not recognized for Tax purposes in any prior taxable period.

          SECTION 3.10. Insurance. Section 3.10 of the Disclosure Schedule contains a list and brief description of all policies of title, property, fire, hazard, casualty, liability, life, workman’s compensation and other forms of insurance of any kind relating to the Business. All such policies (a) are in full force and effect and (b) are valid, outstanding and enforceable policies.

          SECTION 3.11. Financial Statements. (a) True and complete copies of the audited consolidated balance sheet and the related audited consolidated statements of income and cash flows of the Company and its Subsidiaries for the fiscal year ended as of December 31, 2003, and the unaudited financial statements of the Company and its Subsidiaries for the period ending June 30, 2004 (collectively, the “Financial Statements”) have been delivered by the Sellers to the Purchaser.

          (b) The Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Company and the Subsidiaries (except as may be indicated in the notes thereto or in Section 3.11(b) of the Disclosure Schedule) and (ii) present fairly in all material respects the consolidated financial condition and results of operations of the Company and the Subsidiaries as of the dates thereof or for the periods covered thereby and (iii) were prepared in accordance with GAAP applied on a basis consistent with the past practices of the Company and the Subsidiaries.

          (c) Each Seller represents that the Business has been conducted in the ordinary course of business, consistent with past practices of the Company and each Subsidiary since June 30, 2004.

          SECTION 3.12. Environmental Matters. (a) Except as disclosed in Section 3.12(a) of the Disclosure Schedule, there are no outstanding and unresolved written

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notices, pending or, to the Knowledge of each Seller, threatened actions from any Governmental Authority or any other Person alleging that the Business is not being or has not been conducted in material compliance with, or has violated Environmental Laws or alleging that such Seller or the Company has any liability for the Business under the Environmental Laws.

          (b) Except as set forth in Section 3.12(b) of the Disclosure Schedule, there are no pending or, to the Knowledge of each Seller, threatened Environmental Claims, against such Seller or the Company and its Subsidiaries which arise from the operation of the Business, or relate to any real property currently or formerly owned, operated or leased by the Sellers as part of the Business.

          (c) Except as set forth in Section 3.12(c)(i) of the Disclosure Schedule, each Seller, the Company and its Subsidiaries have obtained all material Governmental Authorizations required under Environmental Laws to operate the Business as currently operated. Section 3.12(c)(ii) of the Disclosure Schedule sets forth a true and complete list of all Governmental Authorizations issued to each Seller or the Company and its Subsidiaries to operate the Business. To the Knowledge of each Seller, Section 3.12(c)(iii) of the Disclosure Schedule describes Governmental Authorizations required under Environmental Laws and issued to others, but upon which Seller relies for the operation of the Business.

          (d) Except as disclosed in Section 3.12(d) of the Disclosure Schedule, each Seller, the Company and its Subsidiaries are in substantial compliance with all Environmental Laws regarding the Business.

          (e) The Sellers have furnished to the Purchaser a true and accurate copy of the Phase I Environmental Assessment reports conducted by the Company regarding the Business and dated as listed on Section 3.12(e) of the Disclosure Schedule.

          (f) Each Seller has furnished to the Purchaser copies of all environmental assessments, reports, audits, and other documents and information in its possession or under its control that relate to any real property currently or formerly owned, operated or leased by such Seller or the Company or its Subsidiaries regarding the Business.

          (g) Except as set forth in Section 3.12(g) of the Disclosure Schedule, to the Sellers’ Knowledge, there has been no Release at any real property currently or formerly owned, operated or leased by any Seller or the Company in connection with the Business for which such Seller, the Company or the Purchaser could be liable under the Environmental Laws, and the real property is not subject to any state or federal environmental lien.

          (h) Except in connection with the transfer of any Governmental Authorizations listed in Sections 3.12(c)(i) and (ii) of the Disclosure Schedule, no authorization, notification, recording, filing, consent, waiting period, remedial action or approval is required by any Seller, the Company or any of its Subsidiaries under any Environmental Law in order to consummate the transaction contemplated by this Agreement.

          (i) To the Sellers’ Knowledge, neither Sellers nor the Company or any of its Subsidiaries is listed as, or have been notified that it is, a potentially responsible party under CERCLA or any comparable state statute as a result of the operation of the Business.

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          SECTION 3.13. Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of any Seller, the Company or any of its Subsidiaries.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

OF THE PURCHASER

          As an inducement to the Sellers to enter into this Agreement, the Purchaser hereby represents and warrants to the Sellers as follows:

          SECTION 4.01. Organization and Authority of the Purchaser. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Purchaser of this Agreement, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by each Seller) this Agreement constitutes legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms.

          SECTION 4.02. No Conflict. Except as may result from any facts or circumstances relating solely to the Sellers, the execution, delivery and performance by the Purchaser of this Agreement does not and will not (a) violate, conflict with or result in the breach of any provision of the certificate of incorporation or by-laws of the Purchaser, (b) conflict with or violate any Law or Governmental Order applicable to the Purchaser or (c) conflict in any material respect with, or result in any breach of, or constitute a default under any material agreement to which the Purchaser is a party or by which it or any of its assets or properties may be bound.

          SECTION 4.03. Consents and Approvals. All consents which are necessary for the execution, delivery and performance by the Purchaser of this Agreement, other than such consents the failure to obtain which will not have a Material Adverse Effect, are set forth in Section 4.03 of the Disclosure Schedule.

          SECTION 4.04. Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser.

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ARTICLE V

ADDITIONAL AGREEMENTS

          SECTION 5.01. Conduct of Business Prior to the Closing. The Sellers covenant and agree that, except as described in Section 5.01 of the Disclosure Schedule, between the date hereof and the time of the Closing, neither the Company nor any Subsidiary shall conduct its business other than in the ordinary course and consistent with the Company’s and such Subsidiary’s prior practice. Without limiting the generality of the foregoing, except as described in Section 5.01 of the Disclosure Schedule, each Seller shall cause the Company and each Subsidiary to (a) continue their advertising and promotional activities, and pricing and purchasing policies, in accordance with past practice, (b) not shorten or lengthen the customary payment cycles for any of their payables or receivables, (c) use their best efforts to (i) preserve intact their business organizations and the business organization of the Business, (ii) keep available to the Purchaser the services of the employees of the Company and each Subsidiary, (iii) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Company, each Subsidiary and the Business and (iv) preserve their current relationships with their customers, suppliers and other persons with which they have had significant business relationships and (d) not engage in any practice, take any action, fail to take any action or enter into any transaction which could cause any representation or warranty of such Seller to be untrue or result in a breach of any covenant made by such Seller in this Agreement.

          SECTION 5.02. Access to Information. From the date hereof until the Closing, upon reasonable notice, each Seller shall cause its officers, directors, employees, agents, representatives, accountants and counsel and shall cause the Company and the Subsidiaries and each of the Company’s and the Subsidiaries’ officers, directors, employees, agents, representatives, accountants and counsel to: (a) afford the officers, employees, agents, accountants, counsel, financing sources and representatives of the Purchaser reasonable access, during normal business hours, to the offices, properties, plants, other facilities, books and records of the Company and each Subsidiary including access to enter upon such properties, plants and facilities to investigate and collect air, surface water, groundwater and soil samples or to conduct any other type of environmental assessment and to those officers, directors, employees, agents, accountants and counsel of each Seller, the Company and of each Subsidiary who have any Knowledge relating to the Company, any Subsidiary or the Business and (b) furnish to the officers, employees, agents, accountants, counsel, financing sources and representatives of the Purchaser such additional financial and operating data and other information regarding the assets, properties, liabilities and goodwill of the Company, the Subsidiaries and the Business (or legible copies thereof) as the Purchaser may from time to time reasonably request.

          SECTION 5.03. Confidentiality. Each Seller agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all information relating to trade secrets, processes, patent applications, product development, price, customer and supplier lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans, new personnel acquisition plans and all other confidential or proprietary information with respect to the Business, the

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Company and each Subsidiary, (ii) in the event that any Seller or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled to disclose any such information, provide the Purchaser with prompt written notice of such requirement so that the Purchaser, the Company or any Subsidiary may seek a protective order or other remedy or waive compliance with this Section 5.03, (iii) in the event that such protective order or other remedy is not obtained, or the Purchaser waives compliance with this Section 5.03, furnish only that portion of such confidential information which is legally required to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded such information, and (iv) promptly furnish (prior to, at, or as soon as practicable following, the Closing) to the Company or the Purchaser any and all copies (in whatever form or medium) of all such confidential information then in the possession of each Seller or any of its agents, representatives, Affiliates, employees, officers and directors and destroy any and all additional copies then in the possession of each Seller or any of its agents, representatives, Affiliates, employees, officers and directors of such information and of any analyses, compilations, studies or other documents prepared, in whole or in part, on the basis thereof; provided, however, that this sentence shall not apply to any information that, at the time of disclosure, is available publicly and was not disclosed in breach of this Agreement by any Seller, its agents, representatives, Affiliates, employees, officers or directors.

     SECTION 5.04. Regulatory and Other Authorizations; Notices and Consents. (a) Each Seller shall use all commercially reasonable efforts to obtain (or cause the Company and the Subsidiaries to obtain) all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to this Agreement and will cooperate fully with the Purchaser in promptly seeking to obtain all such authorizations, consents, orders and approvals.

     (b) Each Seller shall or shall cause the Company and the Subsidiaries to give promptly such notices to third parties and use all commercially reasonable efforts to obtain such third party consents and estoppel certificates as the Purchaser may in its sole discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement.

     (c) The Purchaser shall cooperate and use all commercially reasonable efforts to assist the Sellers in giving such notices and obtaining such consents and estoppel certificates; provided, however, that the Purchaser shall have no obligation to give any guarantee or other consideration of any nature in connection with any such notice, consent or estoppel certificate or to consent to any change in the terms of any agreement or arrangement which the Purchaser reasonably may deem adverse to the interests of the Purchaser, the Company or any Subsidiary.

     (d) Each Seller and the Purchaser agrees that, in the event that any consent, approval or authorization necessary or desirable to preserve for the Company or any Subsidiary any right or benefit under any lease, license, contract, commitment or other agreement or arrangement to which the Company or any Subsidiary is a party is not obtained prior to the Closing, each Seller will, subsequent to the Closing, cooperate with the Purchaser, the Company or any such Subsidiary in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, each Seller shall use all of its commercially reasonable efforts to provide the Purchaser, the Company or such Subsidiary, as the case may be, with the rights and benefits of the affected

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lease, license, contract, commitment or other agreement or arrangement for the term of such lease, license, contract or other agreement or arrangement, and, if such Seller provides such rights and benefits, the Company or such Subsidiary, as the case may be, shall assume the obligations and burdens thereunder.

          SECTION 5.05. Notice of Developments. Prior to the Closing, each Seller shall promptly notify the Purchaser in writing of (a) all events, circumstances, facts and occurrences arising subsequent to the date of this Agreement which could result in any breach of a representation or warranty or covenant of such Seller in this Agreement or which could have the effect of making any representation or warranty of such Seller in this Agreement untrue or incorrect in any respect, (b) all other material developments affecting the assets, Liabilities, business, financial condition, operations, results of operations, customer or supplier relations, employee relations, projections or prospects of the Company or any Subsidiary and (c) any Material Adverse Effect.

          SECTION 5.06. No Solicitation or Negotiation. Each Seller agrees that between the date of this Agreement and the earlier of (a) the Closing and (b) the termination of this Agreement, none of the Sellers, the Company, the Subsidiaries or any of their respective Affiliates, officers, directors, representatives or agents will (i) solicit, initiate, consider, encourage or accept any other proposals or offers from any Person (A) relating to any acquisition or purchase of all or any portion of the capital stock of the Company or any Subsidiary or the Assets or (B) to enter into any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Company or any Subsidiary or (ii) participate in any discussions, conversations, negotiations and other communications regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other Person to seek to do any of the foregoing. Each Seller immediately shall cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Persons conducted heretofore with respect to any of the foregoing. Such Seller shall notify the Purchaser promptly if any such proposal or offer, or any inquiry or other contact with any Person with respect thereto, is made and shall, in any such notice to the Purchaser, indicate in reasonable detail the identity of the Person making such proposal, offer, inquiry or contact and the terms and conditions of such proposal, offer, inquiry or other contact. Each Seller agrees not to, and to cause the Company and each Subsidiary not to, without the prior written consent of the Purchaser, release any Person from, or waive any provision of, any confidentiality or standstill agreement to which such Seller, the Company or any Subsidiary is a party.

          SECTION 5.07. Release of Indemnity Obligations. Each Seller covenants and agrees, on or prior to the Closing, to execute and deliver to the Company, for the benefit of the Company and each Subsidiary, a general release and discharge, in form and substance satisfactory to the Purchaser, releasing and discharging the Company and Subsidiary from any and all obligations to indemnify such Seller or otherwise hold it harmless pursuant to any agreement or other arrangement entered into prior to the Closing.

          SECTION 5.08. Further Assurances. (a) Each Seller covenants and agrees to cooperate with the Purchaser and shall use its commercially reasonable efforts to take, or cause

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to be taken, all actions and to do, or cause to be done, all things, including the making of any SEC disclosures, necessary or desirable under applicable Law and regulation as the Purchaser may reasonably request such Seller to take or do in connection with the initial public offering of the ultimate parent of the Purchaser.

          (b) Notwithstanding anything to the contrary contained in this Agreement, the Purchaser shall have the right to use and disclose the Financial Statements and other related documents in connection with the initial public offering to be done by the ultimate parent of the Purchaser.

          SECTION 5.09. Further Action. Each of the parties hereto shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable under applicable Law, and to execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated hereby.

          SECTION 5.10. Capital Expenditure. From the date hereof, the Company and its Subsidiaries shall not commit to any capital expenditure programs that involve any payments past the Closing Date without the prior written consent of the Purchaser.

          SECTION 5.11. Notice of Termination of Initial Public Offering. Purchaser shall immediately notify the Sellers if it has determined, for whatever reason, to terminate or otherwise not pursue the initial public offering of the ultimate parent of the Purchaser in which event Sellers shall have a right of termination as provided in Section 9.01.

ARTICLE VI

TAX MATTERS

          SECTION 6.01. Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Sellers shall prepare and file (in each case, at its own cost and expense and in a manner consistent with past practice) on a timely basis all Tax Returns (including returns for estimated Taxes) for the Company and the Subsidiaries for all Pre-Closing Periods. The Sellers shall timely pay all taxes shown to be due and payable on such Tax returns.

          (b) Any refund of taxes of the Company or any of the Subsidiaries which are allocable pursuant to this Agreement to (i) a Post-Closing Straddle Period shall be for the account of the Purchaser and (ii) a Pre-Closing Straddle Period shall be for the account of such Seller. Such Seller shall promptly pay to the Purchaser, and the Purchaser shall promptly pay (or cause to be paid) to such Seller, the amount of any such refund received by such Seller or the Purchaser, as the case may be, to the extent such other party is entitled to such refund pursuant to this Agreement.

          SECTION 6.02. Transfer and Similar Taxes. Notwithstanding any other provision of this Agreement to the contrary, each Seller shall be solely responsible for paying all property, sales, use, privilege, transfer, documentary, gains, stamp, duties, recording and similar Taxes and fees (including any penalties, interest or additions) imposed upon any party in connection with the transactions contemplated by this Agreement (collectively, the “Transfer

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Taxes”). Each Seller shall procure any stock transfer stamp required by, and accurately file all necessary Tax Returns and other documentation with respect to, any Transfer Tax.

          SECTION 6.03. Tax Indemnification. (a) Each Seller shall, jointly and severally, indemnify, defend, and hold harmless the Purchaser Indemnified Parties (including the Company) from and against any and all Excluded Taxes and against any loss, damage, liability or expense (including reasonable fees for attorneys and other outside consultants) incurred in contesting or otherwise in connection with any such Excluded Taxes.

          (b) All amounts payable or to be paid under this Section 6.03 (the “Tax Indemnity Payments”) shall be paid in immediately available funds within five (5) Business Days after the later of (i) receipt of a written request from the party entitled to such Tax Indemnity Payment and (ii) the day of payment of the amount that is the subject of the Tax Indemnity Payment by the party entitled to receive such Tax Indemnity Payment.

          SECTION 6.04. Contests. (a) After the Closing, the Purchaser shall promptly notify each Seller in writing of any written notice of a proposed assessment or claim in an audit or administrative or judicial proceeding of the Company or any of the Subsidiaries, which, if determined adversely to the taxpayer, would be grounds for indemnification under Section 6.03; provided, however, that the failure to give such notice will not affect the Purchaser’s right to indemnification under this Agreement except to the extent, if any, that, but for such failure, such Seller would have avoided the Tax Liability in question.

          (b) In the case of an audit or administrative or judicial proceeding (a “Contest”) that relates to a Pre-Closing Period, each Seller shall have the right, at its expense, to participate in and control the conduct of such Contest, but only to the extent that such Contest relates solely to a potential adjustment for which such Seller has acknowledged, in writing, its liability under this Agreement to hold the Purchaser, the Company and the Subsidiaries harmless against the full amount of any adjustment which may be made as a result of such Contest. The Purchaser also may participate in any such Contest, and, if such Seller does not assume the defense of any such Contest, the Purchaser may defend the same in such manner as it may deem appropriate, including settling such Contest after five days’ prior written notice to such Seller setting forth the terms and conditions of settlement. Notwithstanding anything to the contrary contained in this Agreement, in the event that issues relating to a potential adjustment for which such Seller has acknowledged its liability in writing are required to be contested in the same Contest as separate issues relating to a potential adjustment for which the Purchaser would be liable, the Purchaser shall have the right, at its expense, to control the Contest with respect to the latter issues.

          (c) In the case of a Contest that relates to a Straddle Period, or otherwise with respect to issues relating to a potential adjustment for which both the Sellers (as evidenced by its written acknowledgement of liability under this Section 6.04), on the one hand, and the Purchaser, on the other hand, could be liable, (i) each of the Sellers and the Purchaser may participate in the Contest, and (ii) such Contest shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future taxable periods. The principle set forth in this Section 6.04(c) also shall govern for purposes of deciding any issue that must be decided

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jointly (including choice of judicial forum) in situations in which separate issues are otherwise controlled under this Article VI by the Purchaser and the Sellers.

          (d) Notwithstanding anything to the contrary herein, the Sellers shall not enter into any compromise or agree to settle any claim pursuant to a Contest which would adversely affect the Purchaser, the Company or any of the Subsidiaries in a taxable period ending after the Closing Date without the prior written consent of the Purchaser.

          SECTION 6.05. Miscellaneous. (a) From and after the date of this Agreement, each Seller shall not, without the prior written consent of the Purchaser, make, or cause or permit to be made, any Tax election that would adversely affect the Company or any of the Subsidiaries in a taxable period ending after the Closing Date.

          (b) Each Seller and its Affiliates shall provide the Purchaser with such cooperation and information as the Purchaser reasonably may request in connection with any Tax matters relating to the Company, including, without limitation, the filing of any Tax Return or claim for refund, the determination of any liability for Taxes or right to a refund of Taxes or the conduct of any Contest in respect of Taxes. Such cooperation and information shall include, without limitation, providing the Purchaser with copies of any relevant Tax Returns, together with documents relating to rulings or other determinations by Taxing authorities.

          (c) Notwithstanding any provisions in this Agreement to the contrary, (i) the obligations of each Seller to indemnify and hold harmless the Purchaser Indemnified Parties pursuant to this Article VI and (ii) the representations and warranties contained in Section 3.09 shall terminate at the close of business on the 90th day following the expiration of the applicable statute of limitations with respect to the Tax Liabilities in question (giving effect to any waiver, mitigation or extension thereof).

ARTICLE VII

INDEMNIFICATION

          SECTION 7.01. Survival of Representations and Warranties. (a) The representations and warranties of each Seller contained in this Agreement shall survive the Closing until the earlier of the 18 month anniversary of the Closing or the expiration of the statute of limitation; provided, however, that (i) the representations and warranties made pursuant to Sections 3.01, 3.02, 3.03 and 3.04 shall survive indefinitely, (ii) the representations and warranties made pursuant to Section 3.09 shall survive as provided in Section 6.05(c) and (iii) insofar as any claim is made by the Purchaser for the breach of any representation or warranty of any Seller contained herein, which claim arises out of allegations of personal injury or property damage suffered by any third party on or prior to the Closing or attributable to products or inventory sold or shipped, or activities or omissions that occur, on or prior to the Closing, such representations and warranties shall, for purposes of such claim by the Purchaser, survive until thirty calendar days after the expiration of the applicable statute of limitations governing such claims. If written notice of a claim has been given prior to the expiration of the applicable representations and warranties by the Purchaser to such Seller, then the relevant

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representations and warranties shall survive as to such claim, until such claim has been finally resolved.

          (b) The representations and warranties of the Purchaser contained in this Agreement shall survive the Closing until the 18 month anniversary of the Closing; provided, however, that the representations and warranties made pursuant to Section 4.01 shall survive indefinitely. If written notice of a claim has been given prior to the expiration of the applicable representations and warranties by any Seller to the Purchaser, then the relevant representations and warranties shall survive as to such claim, until such claim has been finally resolved.

          SECTION 7.02. Indemnification by the Sellers. Subject to the limitations set forth in Section 7.04 hereof, the Purchaser and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Purchaser Indemnified Party”) shall be, jointly and severally, indemnified and held harmless by each Seller for and against any and all Liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys’ and consultants’ fees and expenses) actually suffered or incurred by them (including any Action brought or otherwise initiated by any of them) (hereinafter a “Loss”), arising out of or resulting from:

          (a) the breach of any representation or warranty made by the Sellers contained in this Agreement; or

          (b) the breach of any covenant or agreement by the Sellers contained in this Agreement.

          To the extent that the Sellers’ undertakings set forth in this Section 7.02 may be unenforceable, each Seller shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Purchaser Indemnified Parties.

          SECTION 7.03. Indemnification by the Purchaser. Subject to the limitations set forth in Section 7.04 hereof, the Sellers and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser for and against any and all Losses, arising out of or resulting from:

          (a) the breach of any representation or warranty made by the Purchaser contained in this Agreement; or

          (b) the breach of any covenant or agreement by the Purchaser contained in this Agreement.

          To the extent that the Purchaser’s undertakings set forth in this Section 7.03 may be unenforceable, the Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Parties.

          SECTION 7.04. Limits on Indemnification. Notwithstanding anything to the contrary contained in this Agreement: (a) an Indemnifying Party shall not be liable for any claim

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for indemnification pursuant to Section 7.02, 7.03 or Article VI, unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party equals or exceeds $150,000 (the “Basket Amount”), after which the Indemnifying Party shall be liable for all Losses, including the Basket Amount and (b) the maximum amount of indemnifiable Losses which may be recovered from an Indemnified Party arising out of or resulting from the causes set forth in Section 7.02, 7.03 or Article VI, as the case may be, shall be an amount equal to $3,000,000, net of insurance proceeds.

          SECTION 7.05. Tax Treatment. All amounts paid under the indemnification provisions of this Agreement shall be treated as adjustments to purchase price for all Tax purposes.

          SECTION 7.06. Third Party Claims. (a) If any third party shall notify either the Sellers or the Purchaser (“Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against the other under this Article VII, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing within 30 days of the receipt of such notice. Such notice will contain in reasonable detail, the nature and the basis of the claim and the amount thereof, to the extent known, and any other relevant information in the possession of the Indemnified Party. No delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless the Indemnifying Party is prejudiced thereby.

          (b) The Indemnifying Party shall have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice, reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages and does not impose any equitable relief upon the Indemnified Party.

          (c) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 7.06(b) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate.

          (d) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent will not be unreasonably withheld).

          (e) The Indemnifying Party or the Indemnified Party, as the case may be, who is controlling the defense of the Third Party Claim shall keep the other fully informed of such claim at all stages thereof. The parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any Third Party Claim.

          SECTION 7.07. Exclusive Remedy. The indemnification provisions set forth in this Agreement are the exclusive remedies of the Purchaser and the Sellers arising out of or in connection with this Agreement and the transactions contemplated hereby.

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ARTICLE VIII

CONDITIONS TO CLOSING

          SECTION 8.01. Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

          (a) Representations, Warranties and Covenants. The representations and warranties of the Purchaser contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects as of the Closing Date, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of that date, in each case, with the same force and effect as if made as of the Closing Date, other than such representations and warranties as are made as of another date, the covenants and agreements contained in this Agreement to be complied with by the Purchaser on or before the Closing Date shall have been complied with in all material respects. The Sellers shall have received a certificate of the Purchaser to such effect signed by a duly authorized executive officer;

          (b) HSR Act. Any waiting period (and any extension thereof) under the HSR Act applicable to the purchase of the Shares and the Business contemplated by this Agreement shall have expired or shall have been terminated;

          (c) No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against either any Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of such Seller, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 8.01(c) shall not apply if such Seller has directly or indirectly solicited or encouraged any such Action; and

          (d) Legal Opinion. The Sellers shall have received from Shearman & Sterling LLP a legal opinion, addressed to the Purchaser and dated as of the Closing, substantially in the form of Section 8.01(d) of the Disclosure Schedule.

          SECTION 8.02. Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

          (a) Representations, Warranties and Covenants. (i) The representations and warranties of each Seller contained in this Agreement (x) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Closing Date with the same force and effect as if made as of the Closing Date and (y) that are qualified by “materiality” or Material Adverse Effect” shall have been true and correct when made and shall be true and correct as of the Closing Date with the same force and

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effect as if made as of the Closing Date, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of that date with the same force and effect as if made as of the Closing Date, and except in the case of clause (y) above for such failure of such representations and warranties to be true and correct that would not have, individually or in the aggregate, a Material Adverse Effect, (ii) the covenants and agreements contained in this Agreement to be complied with by each Seller on or before the Closing Date shall have been complied with and (iii) the Purchaser shall have received a certificate of the Sellers to such effect signed by a duly authorized executive officer;

          (b) HSR Act. Any waiting period (and any extension thereof) under the HSR Act applicable to the purchase of the Shares and the Business contemplated by this Agreement shall have expired or shall have been terminated;

          (c) No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against either any Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 8.02(c) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action;

          (d) FIRPTA Certificate. The Purchaser shall have received from the Sellers at the Closing a certificate, in compliance with Treasury Regulation Section 1.1445-2, certifying that the transactions contemplated by this Agreement are exempt from withholding under Section 1445 of the Code.

          (e) Legal Opinion. The Purchaser shall have received from Arnold Block Leibler Lawyers a legal opinion, addressed to the Purchaser and dated as of the Closing, substantially in the form of Section 8.02(e) of the Disclosure Schedule;

          (f) Consents and Approvals. The Purchaser and the Sellers shall have received, each in form and substance satisfactory to the Purchaser, all authorizations, consents, orders and approvals of all Governmental Authorities and officials and all third party consents and estoppel certificates necessary for the consummation of the transactions contemplated by this Agreement, including all third party consents required under any Material Contracts, as listed in Section 8.02(f) of the Disclosure Schedule;

          (g) Financing. The ultimate parent of the Purchaser shall have successfully completed its initial public offering of equity securities; and

          (h) No Material Adverse Effect. No event or events shall have occurred, or be reasonably likely to occur, which, individually or in the aggregate, have, or could reasonably be deemed to have, a Material Adverse Effect.

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ARTICLE IX

TERMINATION, AMENDMENT AND WAIVER

          SECTION 9.01. Termination. This Agreement may be terminated at any time prior to the Closing:

          (a) by the Purchaser if, between the date hereof and the Closing: (i) an event or condition occurs that has resulted in a Material Adverse Effect, (ii) any representations and warranties of each Seller contained in this Agreement (1) that are not qualified by “materiality” or “Material Adverse Effect” shall not have been true and correct in all material respects when made or (2) that are qualified by “materiality” or “Material Adverse Effect” shall not have been true and correct when made, (iii) the Sellers shall not have complied in all material respects with the covenants or agreements contained in this Agreement to be complied with by it or (iv) the Sellers, the Company or any Subsidiary makes a general assignment for the benefit of creditors, or any proceeding shall be instituted by or against any Seller, the Company or any Subsidiary seeking to adjudicate any of them a bankrupt or insolvent, or seeking liquidation, winding up or reorganization, arrangement, adjustment, protection, relief or composition of its debts under any Law relating to bankruptcy, insolvency or reorganization; provided, however, that for purposes of Section 9.01(a)(iii) above, Purchaser shall have no right to terminate until Purchaser has notified the Sellers of such failure to comply and such failure has continued without cure for a period of ten (10) days after the notice thereof;

          (b) by the Purchaser in the event (i) the Sellers have within the previous ten (10) Business Days given the Purchaser any notice of a development pursuant to Section 5.05 above, and (ii) the development that is the subject of the notice has had a Material Adverse Effect;

          (c) by the Sellers in the event (i) Purchaser shall not have complied in all material respects with the covenants or agreements contained in the Agreement to be complied with by it, provided, however, that Sellers shall have no right to terminate under this Section 9.01(c) until Sellers have notified the Purchaser of such failure to comply and such failure has continued without cure for a period of ten (10) days after the notice thereof, and (ii) Purchaser has notified Sellers that it is no longer pursuing the initial public offering of the ultimate parent of the Purchaser, pursuant to Section 5.10;

          (d) by either the Sellers or the Purchaser if the Closing shall not have occurred by November 30, 2004; provided, however, that the right to terminate this Agreement under this Section 9.01(d) shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date;

          (e) by either the Purchaser or any Seller in the event that any Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this

25

   Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or

          (f) by the mutual written consent of the Sellers and the Purchaser.

          SECTION 9.02. Effect of Termination. In the event of termination of this Agreement as provided in Section 9.01, this Agreement shall forthwith become void and there shall be no liability on the part of either party hereto except (a) as set forth in Sections 5.03 and 10.01 and (b) that nothing herein shall relieve either party hereto from liability for any breach of this Agreement.

ARTICLE X

GENERAL PROVISIONS

          SECTION 10.01. Expenses. Except as otherwise specified in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, reasonably incurred and accompanied by invoices, in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the Purchaser, whether or not the Closing shall have occurred, provided, however, the Purchaser shall pay the legal expenses incurred by the Sellers in connection with this Agreement and the transactions contemplated hereby, up to an amount of $100,000.

          SECTION 10.02. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile or registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.02):

(a)	if to the Sellers:
	Macquarie Specialised Asset Management Limited 121 King Street West Toronto, Ontario M5H3T9 Telecopy: (416) 594 5041 Attention: Michael Smerdon
	with a copy (which shall not constitute notice) to:
	Dykema Gossett PLLC 400 Renaissance Center Detroit, MI 48243-1668 Telecopy: (313) 568-6832 Attention: Aleksandra A. Miziolek, Esq.

26

	and
	Macquarie Specialised Asset Management 2 Limited 121 King Street West Toronto, Ontario M5H3T9 Telecopy: (416) 594 5041 Attention: Michael Smerdon
	with a copy (which shall not constitute notice) to:
	Dykema Gossett PLLC 400 Renaissance Center Detroit, MI 48243-1668 Telecopy: (313) 568-6832 Attention: Aleksandra A. Miziolek, Esq.
(b)	if to the Purchaser:
	Macquarie Infrastructure Assets, Inc. 600 5th Avenue 21st Floor New York, New York Telecopy: (212) 581 8037 Attention: Peter Stokes
	with a copy (which shall not constitute notice) to:
	Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022-6069 Telecopy: (212) 848-7179 Attention: Antonia E. Stolper, Esq.

          SECTION 10.03. Public Announcements. Neither party hereto shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without prior notification to the other party, and the parties hereto shall cooperate as to the timing and contents of any such press release, public announcement or communication.

          SECTION 10.04. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as

27

possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

          SECTION 10.05. Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between each Seller and the Purchaser with respect to the subject matter hereof.

          SECTION 10.06. Assignment. This Agreement may not be assigned by operation of law or otherwise without the express written consent of each Seller and the Purchaser (which consent may be granted or withheld in the sole discretion of such Seller or the Purchaser); provided, however, that the Purchaser may assign this Agreement or any of its rights and obligations hereunder to one or more Affiliates of the Purchaser without the consent of each Seller.

          SECTION 10.07. Amendment. This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, each Seller and the Purchaser or (b) by a waiver in accordance with Section 10.08.

          SECTION 10.08. Waiver. Either party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered by the other party pursuant hereto or (c) waive compliance with any of the agreements of the other party or conditions to such party’s obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of either party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

          SECTION 10.09. No Third Party Beneficiaries. Except for the provisions of Article VII relating to indemnified parties, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person, including any union or any employee or former employee of any Seller, any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

          SECTION 10.10. Waiver of Jury Trial. Each of the parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated by this Agreement. Each of the parties hereto hereby (a) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it has been induced to enter into this Agreement

28

and the transactions contemplated by this Agreement, as applicable, by, among other things, the mutual waivers and certificates in this Section 10.10.

          SECTION 10.11. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York, provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

          SECTION 10.12. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

          SECTION 10.13. Capacity of Trustees. The Purchaser acknowledges and agrees that any liability arising under or in connection with this Agreement is limited to and can be enforced against the Trustees only to the extent to which it can be satisfied out of the property of MGIF out of which the Trustees are actually indemnified for their liability. The Purchaser acknowledges that this limitation of the Trustees’ liability applies despite any other provision of this Agreement and extends to all liabilities and obligations of the Trustees in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this Agreement.

29

          IN WITNESS WHEREOF, the Sellers and the Purchaser have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

MACQUARIE SPECIALISED ASSET
MANAGEMENT LIMITED,
as Trustee for and on behalf of
MACQUARIE GLOBAL INFRASTRUCTURE
FUNDS A AND C
By:	/s/ Gregory Osborne
Name:	Gregory Osborne
Title:	Managing Director
MACQUARIE SPECIALISED ASSET MANAGEMENT LIMITED,
as Trustee for and on behalf of
MACQUARIE GLOBAL INFRASTRUCTURE FUNDS B AND D
By:	/s/ Gregory Osborne
Name:	Gregory Osborne
Title:	Managing Director
MACQUARIE INFRASTRUCTURE ASSETS INC.
By:	/s/ Peter Stokes
Name:	Peter Stokes
Title:	Chief Executive Officer

EX-2.11

                                                                    EXHIBIT 2.11


                                                                  EXECUTION COPY




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

                              AMENDED AND RESTATED

                  LIMITED LIABILITY COMPANY PURCHASE AGREEMENT

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





                                     Between



                       MACQUARIE INVESTMENT HOLDINGS INC.



                                       and



                      MACQUARIE INFRASTRUCTURE ASSETS INC.




                          Dated as of October 11, 2004


                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                      
                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.01.  Certain Defined Terms.......................................    1
SECTION 1.02.  Definitions.................................................    8

                                   ARTICLE II

                                PURCHASE AND SALE

SECTION 2.01.  Purchase and Sale of the Interests..........................    9
SECTION 2.02.  Purchase Price..............................................    9
SECTION 2.03.  Closing.....................................................    9
SECTION 2.04.  Closing Deliveries by the Seller............................    9
SECTION 2.05.  Closing Deliveries by the Purchaser.........................   10

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES
                                  OF THE SELLER

SECTION 3.01.  Organization, Authority and Qualification of the Seller.....   10
SECTION 3.02.  Organization, Authority and Qualification of the Company....   10
SECTION 3.03.  Subsidiaries................................................   11
SECTION 3.04.  Capitalization..............................................   11
SECTION 3.05.  No Conflict.................................................   11
SECTION 3.06.  Consents and Approvals......................................   12
SECTION 3.07.  Litigation..................................................   12
SECTION 3.08.  Compliance with Laws........................................   12
SECTION 3.09.  Taxes.......................................................   12
SECTION 3.10.  Brokers.....................................................   13
SECTION 3.11.  District Cooling System Use Agreement.......................   13
SECTION 3.12.  Real Property...............................................   13
SECTION 3.13.  Environmental Matters.......................................   14
SECTION 3.14.  Absence of Changes..........................................   15
SECTION 3.15.  Insurance...................................................   16
SECTION 3.16.  Public Utility Considerations...............................   16
SECTION 3.17.  Stock Purchase Agreements...................................   16



                                       i

                                                                      
                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES
                                OF THE PURCHASER

SECTION 4.01.  Organization and Authority of the Purchaser.................   17
SECTION 4.02.  No Conflict.................................................   17
SECTION 4.03.  Consents and Approvals......................................   17
SECTION 4.04.  Brokers.....................................................   17

                                    ARTICLE V

                              ADDITIONAL AGREEMENTS

SECTION 5.01.  Conduct of Business Prior to the Closing....................   18
SECTION 5.02.  Access to Information.......................................   18
SECTION 5.03.  Confidentiality.............................................   19
SECTION 5.04.  Regulatory and Other Authorizations; Notices and Consents...   19
SECTION 5.05.  Notice of Developments......................................   20
SECTION 5.06.  No Solicitation or Negotiation..............................   20
SECTION 5.07.  Release of Indemnity Obligations............................   21
SECTION 5.08.  Further Assurances..........................................   21
SECTION 5.09.  Further Action..............................................   21
SECTION 5.10.  Distributions...............................................   21
SECTION 5.11.  Credit Enhancements.........................................   21
SECTION 5.12.  Environmental Permits.......................................   21

                                   ARTICLE VI

                                   TAX MATTERS

SECTION 6.01.  Preparation and Filing of Tax Returns; Payment of Taxes.....   21
SECTION 6.02.  Transfer and Similar Taxes..................................   22
SECTION 6.03.  Tax Indemnification.........................................   22
SECTION 6.04.  Contests....................................................   23
SECTION 6.05.  Miscellaneous...............................................   24

                                   ARTICLE VII

                                 INDEMNIFICATION

SECTION 7.01.  Survival of Representations and Warranties..................   24
SECTION 7.02.  Indemnification by the Seller...............................   25
SECTION 7.03.  Indemnification by the Purchaser............................   25
SECTION 7.04.  Limits on Indemnification...................................   26
SECTION 7.05.  Tax Treatment...............................................   27
SECTION 7.06.  Exclusive Remedy............................................   27




                                       ii

                                                                      
SECTION 7.07.  Waiver of Certain Damages...................................   27

                                  ARTICLE VIII

                              CONDITIONS TO CLOSING

SECTION 8.01.  Conditions to Obligations of the Seller.....................   27
SECTION 8.02.  Conditions to Obligations of the Purchaser..................   28

                                   ARTICLE IX

                        TERMINATION, AMENDMENT AND WAIVER

SECTION 9.01.  Termination.................................................   30
SECTION 9.02.  Effect of Termination.......................................   30

                                    ARTICLE X

                               GENERAL PROVISIONS

SECTION 10.01.  Expenses...................................................   30
SECTION 10.02.  Notices....................................................   31
SECTION 10.03.  Public Announcements.......................................   31
SECTION 10.04.  Severability...............................................   32
SECTION 10.05.  Entire Agreement...........................................   32
SECTION 10.06.  Assignment.................................................   32
SECTION 10.07.  Amendment..................................................   32
SECTION 10.08.  Waiver.....................................................   32
SECTION 10.09.  No Third Party Beneficiaries...............................   32
SECTION 10.10.  Governing Law..............................................   33
SECTION 10.11.  Counterparts...............................................   33




                                      iii


            AMENDED AND RESTATED LIMITED LIABILITY COMPANY PURCHASE AGREEMENT
(this "Agreement"), dated as of October 11, 2004, between MACQUARIE
INVESTMENT HOLDINGS INC., a Delaware corporation (the "Seller"), and MACQUARIE
INFRASTRUCTURE ASSETS INC., a Delaware corporation (the "Purchaser").


            WHEREAS, the Seller owns all the membership interests (the
"Interests") of MACQUARIE DISTRICT ENERGY HOLDINGS LLC, a Delaware limited
liability company (the "Company");

            WHEREAS, MACQUARIE DISTRICT ENERGY, INC., a wholly-owned subsidiary
of the Company ("MDE"), has acquired (a) Thermal Chicago Corporation, a Delaware
corporation ("Chicago Thermal"), pursuant to the Chicago Stock Purchase
Agreement (as defined below) and (b) ETT Nevada, Inc., a Nevada corporation
("Aladdin") whose sole asset is 75 membership interests in Northwind Aladdin,
LLC, a Nevada limited liability company ("Northwind"), pursuant to the Aladdin
Stock Purchase Agreement (as defined below);

            WHEREAS, MDE has acquired from Exelon Thermal, the right, title and
interest in and to the Aladdin Notes that Exelon Thermal acquired under the
Aladdin Debt Purchase Agreement;

            WHEREAS, the Company currently, directly and through its
subsidiaries, is engaged in the business of providing chilled and/or hot water
through a district cooling system in the central business district of the City
of Chicago, Illinois and at Chicago's Midway Airport, and in the central
business district of the City of Las Vegas, Nevada (the "Business");

            WHEREAS, the Seller wishes to sell to the Purchaser, and the
Purchaser wishes to purchase from the Seller, all of the right, title and
interest in and to the Interests, upon the terms and subject to the conditions
set forth herein.

            WHEREAS, the parties hereto entered into a Limited Liability Company
Purchase Agreement dated as of August 18, 2004 (the "Original Agreement")
providing for the purchase of all of the outstanding Interests of the Company by
the Purchaser; and

            WHEREAS, the parties hereto wish to amend and restate the Original
Agreement to the extent provided herein;

            NOW, THEREFORE, in consideration of the promises and the mutual
agreements and covenants hereinafter set forth, and intending to be legally
bound, the Seller and the Purchaser hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

            SECTION 1.01. Certain Defined Terms. For purposes of this Agreement:

            "Action" means any claim, action, suit, arbitration, inquiry,
proceeding or investigation by or before any Governmental Authority.

            "Affiliate" means, with respect to any specified Person, any other
Person that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, such specified
Person.


            "Aladdin Adjustment" means the Aladdin Original Purchase Price
multiplied by the product of (a) 0.20 and (b) the fraction calculated by
dividing (1) the number of days from but excluding the Aladdin Closing Date to
and including the Closing Date by (2) 365.


            "Aladdin Closing Date" means September 29, 2004.

            "Aladdin Debt Purchase Agreement" means the Agreement Regarding
Purchase and Sale of Debt, dated as of July 7, 2004, between MDE, John Hancock
Variable Life Insurance Company, a Massachusetts insurance company ("Hancock"),
John Hancock Variable Life Insurance Company, a Massachusetts insurance company
("Variable"), and John Hancock Reassurance Company, Ltd., a Bermuda limited
company ("JHRC" and together with Hancock and Variable, collectively, the
"Noteholders"), and Exelon Thermal Holdings, Inc., a Delaware corporation
("Exelon Thermal"), pursuant to which the Noteholders agreed to sell to Exelon
Thermal, and Exelon Thermal agreed to purchase from the Noteholders, the
Noteholders' right, title and interest in the Fixed Rate Series B Senior Secured
Notes dated June 7, 1999 (the "Aladdin Notes");

            "Aladdin Original Purchase Price" means the equity contribution of
the Seller to the Company used to fund (i) the purchase price under the Aladdin
Stock Purchase Agreement on the Aladdin Closing Date; (ii) the purchase price of
the Aladdin Notes and (iii) the related transaction funding requirements and
reasonable expenses, which amount includes the fees and expenses (including
investment banking fees to Macquarie Bank Limited and/or its Affiliates payable
pursuant to the Engagement Letter), working capital and reserves incurred in
connection with the acquisition of Aladdin and the Aladdin Notes and the
transactions contemplated by the Aladdin Stock Purchase Agreement and the
Back-to-Back Agreement, as adjusted to reflect any purchase price adjustments
under the Aladdin Stock Purchase Agreement subsequent to the date hereof and
prior to the Closing Date.

            "Aladdin Stock Purchase Agreement" means the amended and restated
stock purchase agreement dated as of December 26, 2003, as amended by Amendment
No. 1 to the Aladdin Stock Purchase Agreement dated as of September 29, 2004,
among Macquarie District Energy, Inc., Macquarie District Energy Holdings LLC,
Macquarie Bank Limited, Exelon Corporation and Exelon Thermal Holdings, Inc.

            "Aladdin Subsidiaries" means Aladdin and any and all corporations,
partnerships, limited liability companies, joint ventures, associations and
other entities controlled by Aladdin directly or indirectly through one or more
intermediaries.

            "Anti-Corruption Laws" means (a) Chapter 2-156 of the Municipal Code
of Chicago (including, without limitation, Section 2-156-030(b) thereof) and
Section 2-92-320 of Chapter 2-92 of the Municipal Code of Chicago, (b) 720 ILCS
5/33-11 of the Illinois Criminal Code, (c) 65 ILCS 5/1-1 et seq. of the Illinois
Municipal Code and (d) Illinois Public Act 85-1390 (1988 Ill. Laws 3220).


                                       2

            "Back-to-Back Agreement" means the Agreement Regarding Purchase and
Sale of Debt, dated as of July 7, 2004, between MDE and Exelon Thermal.

            "Business Day" means any day that is not a Saturday, a Sunday or
other day on which banks are required or authorized by Law to be closed in The
City of New York.

            "CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended through the Closing.


            "Chicago Adjustment" means the Chicago Original Purchase Price
multiplied by the product of (a) 0.17 and (b) the fraction calculated by
dividing (1) the number of days from but excluding the Chicago Closing Date to
and including the Closing Date by (2) 365.


            "Chicago Closing Date" means June 30, 2004.

            "Chicago Original Purchase Price" means the equity contribution of
the Seller to the Company used to fund (i) the purchase price under the Chicago
Stock Purchase Agreement on the Chicago Closing Date, and (ii) the related
transaction funding requirements and reasonable expenses, which amount includes
the fees and expenses (including investment banking fees to Macquarie Bank
Limited and/or its Affiliates payable pursuant to the Engagement Letter),
working capital and reserves incurred in connection with the acquisition of
Chicago and the transactions contemplated by the Chicago Stock Purchase
Agreement, as adjusted to reflect any purchase price adjustments under the
Chicago Stock Purchase Agreement subsequent to the date hereof and prior to the
Closing Date.

            "Chicago Stock Purchase Agreement" means the agreement dated as of
December 12, 2003, as amended by Amendment No. 1 to the Chicago Stock Purchase
agreement dated as of June 30, 2004, among Macquarie District Energy, Inc.,
Macquarie District Energy Holdings, LLC, Macquarie Bank Limited, Exelon
Corporation and Exelon Thermal Holdings, Inc.

            "Chicago Subsidiaries" means Chicago Thermal and any and all
corporations, partnerships, limited liability companies, joint ventures,
associations and other entities controlled by Chicago Thermal directly or
indirectly through one or more intermediaries.

            "City" means the City of Chicago, a home rule unit and municipality
under Article VII of the Constitution of the State of Illinois.

            "Claims" means any and all administrative, regulatory or judicial
actions, suits, petitions, appeals, demands, demand letters, claims, liens,
notices of noncompliance or violation, investigations, proceedings, consent
orders or consent agreements.

            "Code" means the Internal Revenue Code of 1986, as amended. Any
reference herein to a specific section of the Code shall be deemed to include a
reference to any corresponding provision of future Law.

            "Company LLC Agreement" means the Amended and Restated LLC Agreement
of the Company dated February 2, 2004.


                                       3

            "control" (including the terms "controlled by" and "under common
control with"), with respect to the relationship between or among two or more
Persons, means the possession, directly or indirectly or as trustee, personal
representative or executor, of the power to direct or cause the direction of the
affairs or management of a Person, whether through the ownership of voting
securities, as trustee, personal representative or executor, by contract, credit
arrangement or otherwise.

            "Disclosure Schedule" means the Disclosure Schedule attached hereto,
dated as of the date hereof, delivered by the Seller to the Purchaser in
connection with this Agreement.

            "District Cooling System" means the various plants, pipeline systems
and other facilities used in the distribution of chilled water in the City's
downtown district, which the Chicago Subsidiaries have the right to use, operate
and maintain pursuant to the District Cooling System Use Agreement and the
ancillary agreements contemplated thereby.

            "District Cooling System Use Agreement" means that certain District
Cooling System Use Agreement dated October 1, 1994 by and between the City and
MDE Thermal Technologies Inc. (formerly Exelon Thermal Technologies, Inc.,
Unicom Thermal Technologies Inc. and Northwind Inc.) and each amendment thereto.

            "Encumbrance" means any security interest, pledge, hypothecation,
mortgage, lien (including environmental and Tax liens), violation, charge,
lease, license, encumbrance, servient easement, adverse claim, reversion,
reverter, preferential arrangement, restrictive covenant, condition or
restriction of any kind, including any restriction on the use, voting, transfer,
receipt of income or other exercise of any attributes of ownership.

            "Engagement Letter" means the letter agreement, dated June 14, 2004,
between MDE and Macquarie Securities (USA) Inc.

            "Environment" means surface waters, ground waters, surface water
sediment, soil, subsurface strata and ambient air.

            "Environmental Claims" means any Claims relating in any way to any
Environmental Law or any Environmental Permit, including (a) any and all Claims
by Governmental Authorities for enforcement, cleanup, removal, response,
remedial or other actions or damages pursuant to any applicable Environmental
Law and (b) any and all Claims by any Person seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief resulting from
Hazardous Materials or arising from alleged injury or threat of injury to
health, safety or the Environment.

            "Environmental Laws" means all Laws, now or at a relevant future
date, as applicable, and as amended, and any judicial or administrative
interpretation thereof, including any judicial or administrative order, consent
decree or judgment, relating to the environment, health, safety, natural
resources or Hazardous Materials, including CERCLA; the Resource Conservation
and Recovery Act, 42 U.S.C. Sections 6901 et seq.; the Hazardous Materials
Transportation Act, 49 U.S.C. Sections 6901 et seq.; the Clean Water Act, 33
U.S.C. Sections 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C.
Sections 2601 et seq.; the Clean Air Act, 42 U.S.C. Sections 7401 et seq.; the
Safe Drinking Water Act, 42 U.S.C. Sections 300f et seq.; the Atomic Energy Act,


                                       4

42 U.S.C. Sections 2011 et seq.; the Federal Insecticide, Fungicide and
Rodenticide Act, 7 U.S.C. Sections 136 et seq.; and the Federal Food, Drug and
Cosmetic Act, 21 U.S.C. Sections 301 et seq.

            "Environmental Permit" means any permit (and attendant
applications), licenses, certificates, registrations, identification numbers,
consents, approvals, variances, notices of intent required by Environmental Laws
and exemptions necessary for the ownership, use or operation of any asset owned
or operated by the Company or a Subsidiary to comply with Environmental Laws.

            "Excluded Taxes" means Taxes imposed on or payable by (a) any
Chicago Subsidiary that, under the Chicago Stock Purchase Agreement, are
allocable to taxable periods or portions thereof ending on or before the Chicago
Closing Date, (b) any Aladdin Subsidiary that, under the Aladdin Stock Purchase
Agreement, are allocable to taxable periods or portions thereof ending on or
before the Aladdin Closing Date, or (c) the Company or any of the Subsidiaries
arising out of the conduct of the Business or pursuant to the transactions
contemplated by the Chicago Stock Purchase Agreement, the Aladdin Stock Purchase
Agreement or this Agreement, except to the extent attributable to Seller's
breach of any warranty or representation under Section 3.09 or Seller's breach
of any covenant herein relating to Taxes.

            "Governmental Authority" means any federal, national, supranational,
state, provincial, local, or similar government, governmental, regulatory or
administrative authority, agency or commission or any court, tribunal, or
judicial or arbitral body.

            "Governmental Authorizations" shall mean any consent, license,
registration or permit issued, granted, given or otherwise made available by or
under the authority of any Governmental Authority or pursuant to any legal
requirement, in each case in connection with the operation of the Business.

            "Governmental Order" means any order, writ, judgment, injunction,
decree, stipulation, determination or award entered by or with any Governmental
Authority.

            "Hazardous Materials" means (a) petroleum and petroleum products,
radioactive materials, asbestos-containing materials, urea formaldehyde foam
insulation, transformers or other equipment that contain polychlorinated
biphenyls and radon gas, (b) any other chemicals, materials or substances
defined as or included in the definition of "hazardous substances", "hazardous
wastes", "hazardous materials", "extremely hazardous wastes", "restricted
hazardous wastes", "toxic substances", "toxic pollutants", "contaminants" or
"pollutants", or words of similar import, under any applicable Environmental
Law, and (c) any other chemical, material or substance which is regulated by any
Environmental Law.

            "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and the rules and regulations promulgated thereunder.

            "Indemnified Party" means a Purchaser Indemnified Party or a Seller
Indemnified Party, as the case may be.

            "Indemnifying Party" means the Seller pursuant to Section 7.02 and
the Purchaser pursuant to Section 7.03, as the case may be.


                                       5

            "Knowledge" means the actual knowledge of Michael Dorrell, Murray
Bleach, Fiona Griffin and Alina Osorio (together the "Knowledge Parties");
provided that if reasonable inquiry of the matter was not made of David Bump,
Jim Pagnusat, William Dolan, with respect to Chicago Thermal, or Tip Jozsa, with
respect to Aladdin, by any one of the Knowledge Parties, then "Knowledge" shall
mean the actual knowledge such Knowledge Parties ought reasonably to have had,
had such reasonable inquiry been made.

            "Law" means any federal, national, supranational, state, provincial,
local or similar statute, law, ordinance, regulation, rule, code, order,
requirement or rule of law.

            "Liabilities" means any and all debts, liabilities and obligations,
whether accrued or fixed, absolute or contingent, matured or unmatured or
determined or determinable, including those arising under any Law, Action or
Governmental Order and those arising under any contract, agreement, arrangement,
commitment or undertaking.

            "Material Adverse Effect" means any circumstance, change in or
effect on the Business, the Company or any Subsidiary that, individually or in
the aggregate with all other circumstances, changes in or effects on the
Business, the Company or any Subsidiary: (a) is or is reasonably likely to be
materially adverse to the business, operations, assets or liabilities (including
contingent liabilities), customer or supplier relationships, results of
operations or the condition (financial or otherwise) of the Business, the
Company or any Subsidiary or (b) is reasonably likely to materially adversely
effect (i) the ability of the Purchaser to operate or conduct the Business in
the manner in which it is currently or contemplated to be operated or conducted
by the Company or any Subsidiary or (ii) the ability of either the Seller or the
Purchaser to perform its obligations under this Agreement; but in any event
shall not include any circumstances, changes or effects that are generally
applicable in the United States economy, the industry in which the referenced
Person operates, or the United States securities markets.

             "Permitted Encumbrances" means (a) in the case of real property,
all easements, rights-of-way, servitudes, permits, licenses, surface leases and
other rights, conditions, covenants or other restrictions, and easements for
streets, alleys, highways, telephone lines, power lines, other utility lines,
railways and other easements and rights-of-way on, over or affecting any portion
of, and of record against, the real property, (b) liens for Taxes or assessments
not yet due and payable or which are being contested in good faith through
appropriate proceedings; (c) matters in connection with the indebtedness secured
by the real property, as set forth in Section 1.01(a) of the Disclosure
Schedule, (d) mechanics', materialmen's, carriers', workers', repairers' and
other similar liens arising or incurred in the ordinary course of business
relating to obligations as to which there is not material default on the part of
the Company or the Subsidiaries of the Company or the validity of which are
being contested in good faith, as set forth in Section 1.01(b) of the Disclosure
Schedule, (e) zoning, entitlement, conservation restriction and other land use
and environmental regulations imposed by governmental authorities, (f)
restrictions on transfer of securities imposed by applicable state and federal
securities laws, (g) with respect to the leased real property, any liens,
encumbrances and other matters created or suffered by any landlord, sublandlord,
grantor, licensor or customer, as applicable, with an interest therein, (h) such
other encumbrances and encroachments which are immaterial in nature and amount
and which would be disclosed by a survey or other


                                       6

imperfections in title not material in amount, (i) liens securing debt, other
than the Senior Debt, which liens will be released on or before the Closing Date
and (j) liens securing the Senior Debt.

            "Person" means any individual, partnership, firm, corporation,
limited liability company, association, trust, unincorporated organization or
other entity, as well as any syndicate or group that would be deemed to be a
person under Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended.

            "Post-Closing Straddle Period" means the portion of a Straddle
Period beginning the day after the Closing Date.

            "Pre-Closing Periods" means any taxable period ending on or before
the Closing Date.

            "Pre-Closing Straddle Period" means the portion of a Straddle Period
ending on the Closing Date.

            "Purchase Price" means an amount in cash equal to the sum of (i) the
Chicago Original Purchase Price, (ii) the Chicago Adjustment, (iii) the Aladdin
Original Purchase Price, and (iv) the Aladdin Adjustment; it being understood
that the Senior Debt shall remain outstanding immediately following the Closing.

            "Release" means disposing, discharging, injecting, spilling,
leaking, leaching, dumping, emitting, escaping, seeping, placing and the like
into or upon any land or water or air or otherwise entering into the
Environment.

            "Senior Debt" means (a) the aggregate principal amount of Senior
Secured Notes due 2023 issued by MDE, plus all accrued and unpaid interest to
the Closing Date and (b) the revolving facility and letters of credit provided
by LaSalle Bank National Association, plus all accrued and unpaid interest on
such debt through the Closing Date, up to an aggregate principal amount for both
(a) and (b) of $140 million.

            "Straddle Period" means any taxable period beginning before the
Closing Date and ending after the Closing Date.

            "Subsidiaries" means any and all corporations, partnerships, limited
liability companies, joint ventures, associations or other entities controlled
by the Company directly or indirectly through one or more intermediaries.

            "Tax" or "Taxes" means any and all taxes, fees, levies, duties,
tariffs, imposts, and other similar 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 (a)
taxes or other similar 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; (b) taxes or other similar charges in the nature of
excise, withholding, ad valorem, stamp, transfer, value added, or gains taxes;
(c) taxes or similar charges in the nature of license, registration and
documentation fees; and (d) customs' duties, tariffs, and similar charges.


                                       7

            "Tax Returns" means any return, declaration, report, election, claim
for refund or information return or other statement or form relating to, filed
or required to be filed with any Taxing authority, including any schedule or
attachment thereto, and including any amendment thereof.


            SECTION 1.02. Definitions. The following terms have the meanings set
forth in the Sections set forth below:



            Definition                           Location
            ----------                           --------
                                              
            "Agreement".......................   Preamble
            "Aladdin".........................   Recitals
            "Aladdin Basket Amount"...........   7.05
            "Aladdin Debt Purchase Agreement".   Recitals
            "Aladdin Notes"...................   Recitals
            "Aladdin Shares"..................   Recitals
            "Back-to-Back Agreement"..........   Recitals
            "Basket Amount"...................   7.04
            "Business"........................   Recitals
            "Chicago Thermal".................   Recitals
            "Closing".........................   2.03
            "Closing Date"....................   2.03
            "Company".........................   Recitals
            "Contest".........................   6.04(b)
            "Environmental Permits"...........   5.13
            "Exelon Thermal"..................   Recitals
            "Interests".......................   Recitals
            "Hancock".........................   Recitals
            "JHRC"............................   Recitals
            "Loss"............................   7.02
            "MDE".............................   Recitals
            "MIA LLC".........................   3.19
            "Northwest".......................   Recitals
            "Northwind LLC Agreement".........   3.03
            "Noteholders".....................   Recitals
            "Original Agreement"..............   Recitals
            "Purchaser".......................   Preamble
            "Purchaser Indemnified Party".....   7.02
            "Relevant Period".................   3.09(a)
            "Seller"..........................   Preamble
            "Seller Indemnified Party"........   7.03
            "Tax Indemnity Payments"..........   6.03(c)
            "Transfer Taxes"..................   6.02
            "Variable"........................   Recitals



                                       8

                                   ARTICLE II

                                PURCHASE AND SALE

            SECTION 2.01. Purchase and Sale of the Interests. Upon the terms and
subject to the conditions of this Agreement, at the Closing, the Seller shall
sell, assign, transfer, convey and deliver, free and clear of all Encumbrances
(other than restrictions on transfer of securities imposed by applicable state
and federal securities laws) to the Purchaser, the Interests, and the Purchaser
shall purchase the Interests.

            SECTION 2.02. Purchase Price. In consideration of the sale and
transfer of the Interests, the parties hereto agree that, at the Closing, the
Purchaser shall pay and the Buyer shall receive the Purchase Price.

            SECTION 2.03. Closing. Subject to the terms and conditions of this
Agreement, the sale and purchase of the Interests contemplated by this Agreement
shall take place at a closing (the "Closing") to be held at the offices of
Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York at 10:00 A.M.,
New York time, on or prior to the fifteenth Business Day following the
satisfaction or waiver of all conditions to the obligations of the parties set
forth in Sections 8.01 and 8.02 or at such other place or at such other time or
on such other date as the Seller and the Purchaser may mutually agree upon in
writing (the "Closing Date").

            SECTION 2.04. Closing Deliveries by the Seller. At the Closing, the
Seller shall deliver or cause to be delivered to the Purchaser:

            (a) such instruments of assignment and transfer as shall be
      necessary to transfer to the Purchaser the right, title, and interest in
      and to the Interests owned by the Seller;

            (b) a receipt for the Purchase Price;

            (c) a true and complete copy, certified by the Secretary or an
      Assistant Secretary of the Seller, of the resolutions duly and validly
      adopted by the Board of Directors of the Seller evidencing its
      authorization of the execution and delivery of this Agreement and the
      consummation of the transactions contemplated hereby;

            (d) good standing certificates for each Subsidiary from the
      Secretary of State of the jurisdiction in which each such entity is
      incorporated or organized and from the Secretary of State in each other
      jurisdiction in which the properties owned or leased by any of the Company
      or any Subsidiary, or the operation of its business in such jurisdiction,
      requires the Company or any Subsidiary to qualify to do business as a
      foreign corporation, in each case dated as of a date not earlier than five
      Business Days prior to the Closing;

            (e) the certificate contemplated by Section 8.02(a); and

            (f) such other documents and instruments reasonably requested by the
      Purchaser to consummate the transactions contemplated hereby.


                                       9

            SECTION 2.05. Closing Deliveries by the Purchaser. At the Closing,
the Purchaser shall deliver to the Seller

            (a) the Purchase Price by wire transfer in immediately available
      funds to a bank account in the United States to be designated by the
      Seller in a written notice to the Purchaser at least five (5) Business
      Days before the Closing;

            (b) the certificate contemplated by Section 8.01(a); and

            (c) such other documents and instruments reasonably requested by the
      Seller to consummate the transactions contemplated hereby.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES
                                  OF THE SELLER

            As an inducement to the Purchaser to enter into this Agreement, the
Seller hereby represents and warrants to the Purchaser, as follows:

            SECTION 3.01. Organization, Authority and Qualification of the
Seller. The Seller is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation and has all
necessary power and authority to enter into this Agreement, to carry out its
obligations hereunder and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement by the Seller, the performance by
the Seller of its obligations hereunder and the consummation by the Seller of
the transactions contemplated hereby have been duly authorized by all requisite
action on the part of the Seller and its Board of Directors. This Agreement has
been duly executed and delivered by the Seller, and (assuming due authorization,
execution and delivery by the Purchaser) this Agreement constitutes a legal,
valid and binding obligation of the Seller, enforceable against the Seller in
accordance with its terms except that such enforcement may be subject to (a)
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
transfer or other laws, now or hereafter in effect, relating to or limiting
creditors' rights generally and (b) equitable defenses.

            SECTION 3.02. Organization, Authority and Qualification of the
Company. The Company is a limited liability company duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
all necessary power and authority to own, operate or lease the properties and
assets now owned, operated or leased by it and to carry on the Business as it
has been and is contemplated to be conducted. The Company is duly licensed or
qualified to do business and is in good standing in each jurisdiction in which
the properties owned or leased by it or the operation of its business makes such
licensing or qualification necessary or desirable. All corporate actions taken
by the Company have been duly authorized, and the Company has not taken any
action that in any respect conflicts with constitutes a default under or results
in a violation of any provision of its certificate of formation or other
organizational documents. True and correct copies of the organizational
documents of the


                                       10

Company, each as in effect on the date hereof, have been delivered by the Seller
to the Purchaser.

            SECTION 3.03. Subsidiaries. Section 3.03 of the Disclosure Schedule
sets forth a true and complete list of all Subsidiaries of the Company as of the
date hereof, listing for each Subsidiary its name, its authorized capital stock,
partnership capital or equivalent, the number and type of its issued and
outstanding shares of capital stock, partnership interests or similar ownership
interests and the current ownership of such shares, partnership interests or
similar ownership interests. All such ownership interests are owned by the
Company or a Subsidiary free and clear of all Encumbrances (other than
restrictions on transfer of securities imposed by applicable state and federal
securities laws and liens securing the Senior Debt), and with respect to
Northwind, other than restrictions on transfer imposed by the limited liability
company agreement of Northwind (the "Northwind LLC Agreement") and Encumbrances
imposed by instruments securing the indebtedness evidenced by the Aladdin Notes.

            SECTION 3.04. Capitalization. The Company does not have any
membership interests issued or outstanding other than the Interests, all of
which are owned by the Seller. All of the Interests have been duly authorized
and are validly issued, fully paid and nonassessable and are held of record by
the Seller free and clear of all Encumbrances (other than restrictions on
transfer of securities imposed by applicable state and federal securities laws
and liens securing the Senior Debt). None of the Interests was issued in
violation of any purchase option, call, right of first refusal, preemptive,
subscription or similar rights under applicable Law, the Company LLC Agreement
or the certificate of formation of the Company or any other contract, agreement
or instrument to which the Company is subject or bound. There are no outstanding
warrants, options, rights, agreements, convertible or exchangeable securities or
other commitments pursuant to which the Company is or may become obligated to
issue, sell, purchase, return or redeem any membership interests, or to provide
funds to, or make any investment (in the form of a loan, capital contribution or
otherwise) in, any other Person. Upon consummation of the transactions
contemplated by this Agreement and registration of the Interests in the name of
the Purchaser in the records of the Company, the Purchaser, assuming it shall
have purchased the Interests for value in good faith and without notice of any
adverse claim, will own all the issued membership interests of the Company free
and clear of all Encumbrances (other than restrictions on transfer of securities
imposed by applicable state and federal securities laws and liens securing the
Senior Debt). Upon consummation of the transactions contemplated by this
Agreement, the Interests will be validly issued, fully paid and nonassessable.

            SECTION 3.05. No Conflict. Except as set forth in Section 3.06 of
the Disclosure Schedule, the execution, delivery and performance of this
Agreement by the Seller does not and will not (a) violate, conflict with or
result in the breach of any provision of the certificate of incorporation or
bylaws of the Seller, the Company LLC Agreement, the certificate of formation of
the Company or the organizational documents of any of the Subsidiaries; (b)
conflict with or violate any Law or Governmental Order applicable to the Seller,
the Company or the Subsidiaries or any of their respective assets, properties or
businesses, which is material to the Company, the Subsidiaries, the Business or
the performance by the Seller of its obligations under this Agreement; (c)
conflict in any material respect with, or result in any breach of, or constitute
a default under any agreement to which the Seller is a party or by which it or
any of its assets or properties may be bound except as would not have a Material
Adverse


                                       11

Effect; or (d) result in or require the creation of any Encumbrance, except for
Permitted Encumbrances, upon the Business and the underlying assets except for
such Encumbrances as would not have a Material Adverse Effect.

            SECTION 3.06. Consents and Approvals. Section 3.06 of the Disclosure
Schedule sets forth all consents, notices, filings, authorizations and approvals
required in connection with the execution, delivery or performance by the Seller
of this Agreement. For the avoidance of doubt, the only consents, approvals,
filings, authorization or notices required as a condition of the obligations of
the parties to consummate the Closing are those set forth in Section 8.01(d) and
Section 8.02(d) hereof.

            SECTION 3.07. Litigation. Except as set forth in Schedule 4.14 of
the disclosure schedule to the Chicago Stock Purchase Agreement or Schedule 4.14
of the disclosure schedule to the Aladdin Stock Purchase Agreement, there are no
proceedings by any Person or Governmental Authority pending or, to the Knowledge
of the Seller, threatened relating to or affecting the Company, the Subsidiaries
or the Business or the ability of the Seller to perform its obligations under
this Agreement.

            SECTION 3.08. Compliance with Laws. To the Seller's Knowledge, each
of the Company and the Subsidiaries is in material compliance with (a) all
applicable Laws and Governmental Orders, including, without limitation, laws
relating to worker protection and health, as well as Anti-Corruption Laws and
any other laws that relate to contracting with governmental entities in the
State of Illinois or the City, (b) all contracts listed in Schedule 4.12 to the
disclosure schedule of the Chicago Stock Purchase Agreement and (c) all
contracts listed in Schedule 4.12 to the disclosure schedule of the Aladdin
Stock Purchase Agreement.

            SECTION 3.09. Taxes. Except as set forth in Section 3.09 of the
Disclosure Schedule or as disclosed in Schedule 4.11 of the disclosure schedule
to the Chicago Stock Purchase Agreement or Schedule 4.11 of the disclosure
schedule to the Aladdin Stock Purchase Agreement:

            (a) With respect to the Company and MDE from the date of their
      respective organization to the Closing Date, with respect to the Chicago
      Subsidiaries from the Chicago Closing Date to the Closing Date and with
      respect to the Aladdin Subsidiaries from the Aladdin Closing Date to the
      Closing Date (in each case, the "Relevant Period"), the Seller, the
      Company and the Subsidiaries have duly filed when due, including any
      extensions, all Tax Returns first becoming due (taking into account
      extensions) in the Relevant Period in connection with the Company, the
      Subsidiaries and the Business. All such Tax Returns have been prepared
      with ordinary business care, and to the Seller's Knowledge are correct and
      complete in all material respects.

            (b) During the Relevant Period, the Company and the Subsidiaries
      have timely paid and discharged any and all Tax obligations with respect
      to the Company and the Subsidiaries and the Business, due and payable
      during the Relevant Period, whether or not shown on any Tax Return. During
      the Relevant Period, the Company and the Subsidiaries have timely
      discharged any and all obligations to withhold and remit any


                                       12

      Taxes required to have been withheld by or with respect to the Company and
      the Subsidiaries and the Business during the Relevant Period.

            (c) To the Seller's Knowledge, neither the Company nor any of the
      Subsidiaries have received during the Relevant Period notice of any Tax
      deficiency outstanding, proposed or assessed against or allocable to the
      Company or any of the Subsidiaries, nor during the Relevant Period has the
      Company or any of the Subsidiaries executed any waiver of any statute of
      limitations on the assessment or collection of any Tax, or executed or
      filed with the Internal Revenue Service or any other taxing authority any
      agreement now in effect extending the period for assessment or collection
      of any Taxes against the Company or any of the Subsidiaries.

            (d) To the Sellers' Knowledge, there are no actions, suits,
      proceedings, audits, investigations or claims pending, in progress, or
      threatened against the Company or any of the Subsidiaries with respect to
      Taxes. To the Sellers' Knowledge, there are no Encumbrances for Taxes
      upon, pending against, or threatened against the assets of the Business,
      other than Permitted Encumbrances.

            (e) To the Seller's Knowledge, no claim has been made during the
      Relevant Period by a taxing authority in a jurisdiction where neither the
      Company nor MDE files Tax Returns that the Company or MDE is or may be
      subject to taxation by such jurisdiction. To the Seller's Knowledge, no
      power of attorney has been granted during the Relevant Period with respect
      to any matter relating to Taxes of the Company or the Subsidiaries that is
      currently in effect.

            (f) Neither the Company nor MDE was, at any time during the
      applicable period set forth in Section 897(c)(1) of the Code, a United
      States real property holding corporation within the meaning of Section
      897(c)(2) of the Code.

            SECTION 3.10. Brokers. Except for Macquarie Securities (USA), Inc.,
whose fees will be paid by the Seller, no broker, finder or investment banker is
entitled to any brokerage, finder's or other fee or commission in connection
with the transactions contemplated by this Agreement based upon arrangements
made by or on behalf of any Seller, the Company or any of the Subsidiaries.

            SECTION 3.11. District Cooling System Use Agreement. Except as
disclosed on Section 3.11 of the Disclosure Schedule, since the Chicago Closing
Date, none of the Seller, the Company or any Subsidiary has taken any action or
failed to take any action that has or would make any factual matter underlying
any representation or warranty in Section 4.26 of the Chicago Stock Purchase
Agreement untrue.

            SECTION 3.12. Real Property. Except as disclosed on Section 3.12 of
the Disclosure Schedule, since the Chicago Closing Date, none of the Seller, the
Company or any Subsidiary has taken any action or failed to take any action that
has or would make any factual matter underlying any representation and warranty
in Section 4.19 of the Chicago Stock Purchase Agreement untrue, and since the
Aladdin Closing Date, none of the Seller, the Company or any Subsidiary has
taken any action or failed to take any action that has or would


                                       13

make any factual matter underlying any representation and warranty in Section
4.19 of the Aladdin Stock Purchase Agreement untrue.

            SECTION 3.13. Environmental Matters. With respect to the Company and
MDE:

            (a) To the Knowledge of the Seller, except as set forth in Schedule
4.20 of the disclosure schedule to the Chicago Stock Purchase Agreement and
Schedule 4.20 of the disclosure schedule to the Aladdin Stock Purchase
Agreement, there are no outstanding and unresolved written notices, pending or
threatened actions from any Governmental Authority or any other Person alleging
that the Business is not being or has not been conducted in material compliance
with, or has violated Environmental Laws or alleging that the Seller or the
Company has any liability for the Business under the Environmental Laws;

            (b) To the Knowledge of the Seller, except as set forth in Schedule
4.20 of the disclosure schedule of the Chicago Stock Purchase Agreement and
Schedule 4.20 of the disclosure schedule to the Aladdin Stock Purchase
Agreement, there are no pending or threatened Environmental Claims, against the
Seller or the Company and the Subsidiaries which arise from the operation of the
Business, or relate to any real property currently or formerly owned, operated
or leased by the Company or any Subsidiary as part of the Business;

            (c) To the Knowledge of the Seller, except as set forth in Schedule
4.20 of the disclosure schedule to the Chicago Stock Purchase Agreement,
Schedule 4.20 of the disclosure schedule to the Aladdin Stock Purchase Agreement
and Section 3.13(c) of the Disclosure Schedule, the Seller, the Company and the
Subsidiaries have obtained all material Governmental Authorizations required
under Environmental Laws to operate the Business as currently operated;

            (d) To the Knowledge of the Seller, except as set forth in Schedule
4.20 of the disclosure schedule to the Chicago Stock Purchase Agreement and
Schedule 4.20 of the disclosure schedule to the Aladdin Stock Purchase
Agreement, the Seller, the Company and the Subsidiaries are in substantial
compliance with all Environmental Laws regarding the Business;

            (e) The Seller has made available to the Purchaser copies of all
material environmental assessments, reports, audits, and other documents and
information in its possession or under its control that relate to any real
property currently or formerly owned, operated or leased by the Seller or the
Company or the Subsidiaries regarding the Business;

            (f) To the Knowledge of the Seller, except as set forth in Schedule
4.20 of the disclosure schedule of the Chicago Stock Purchase Agreement,
Schedule 4.20 of the disclosure schedule to the Aladdin Stock Purchase Agreement
and except as in material compliance with Environmental Law, there has been no
Release during the Relevant Period at any real property currently or formerly
owned, operated or leased by the Seller or the Company in connection with the
Business for which the Seller, the Company or the Purchaser could be liable
under the Environmental Laws, and the real property is not subject to any state
or federal environmental lien; and


                                       14

            (g) To the Seller's Knowledge, neither the Seller nor the Company or
any of the Subsidiaries is listed as, or has been notified during the Relevant
Period that it is, a potentially responsible party under CERCLA or any
comparable state statute as a result of the operation of the Business.

            SECTION 3.14. Absence of Changes.

            Except as set forth in Section 3.14 of the Disclosure Schedule,
during the Relevant Period none of the Company, MDE or the Subsidiaries:

            (a) suffered any Material Adverse Effect (nor, to the Seller's
Knowledge, do any facts exist which are reasonably likely to result in a
Material Adverse Effect);

            (b) canceled any indebtedness owing to the Company, MDE or the
Subsidiaries or waived any material claims or rights, including, without
limitation, any rights under any of its material contracts, leases or
authorizations, except in the ordinary course of business;

            (c) sold, transferred or otherwise disposed of any of its assets or
properties except in the ordinary course of business;

            (d) made any material change in any method of accounting or
accounting practice, made any adjustments to its books and records, or
recharacterized any assets or liabilities in any material respect, except to the
extent required by GAAP or the rules and regulations promulgated under the US
securities laws;

            (e) written off as uncollectible any notes or accounts receivable,
other than in the ordinary course of business;

            (f) with respect to the Business, made any capital expenditure
commitment for additions to property, plant, equipment or tangible capital
assets or made capital expenditure commitments without the prior written consent
of the Purchaser, other than capital expenditures that are set forth in the
respective 2004 Budgets of the Business;

            (g) had any material labor dispute or received notice of any
grievance that triggered an arbitration under any collective bargaining
agreement;

            (h) borrowed or agreed to borrow any funds other than (i) the Senior
Debt, and funds borrowed from the Seller, the Company or any Subsidiary and (ii)
indebtedness that will be repaid prior to the Closing with the prior written
consent of the Purchaser;

            (i) made any loans, advances or capital contributions to, or
investments in, any other Person, other than in the ordinary course of business;

            (j) entered into any written employment agreement with any non-union
employee or increased in any manner the compensation of any of its directors,
officers or non-union employees, except for such increases granted in the
ordinary course of business other than employment agreements entered into in
connection with the closing of the transactions


                                       15

contemplated by the Chicago Stock Purchase Agreement, copies of which have been
provided to the Purchaser;

            (k) adopted, granted, extended or increased the rate or terms of any
bonus, severance, insurance, pension or other employee benefit plan, payment or
arrangement made to, for or with any of its directors, officers or employees,
except in the ordinary course of business other than employee benefit plans and
insurance plans adopted immediately following the closing of the transactions
contemplated by the Chicago Stock Purchase Agreement, and copies of such plans
have been provided to the Purchaser;

            (l) made any change in its organizational documents or issued any
additional equity securities or granted any option, warrant or right to acquire
any equity securities or issued any security convertible into or exchangeable
for its equity securities;

            (m) experienced any damage, destruction or loss (whether or not
covered by insurance) to its assets or properties in an amount exceeding
$25,000;

            (n) entered into any collective bargaining or similar contract, or
modified the terms of any such existing contract;

            (o) authorized or paid any dividends or other similar distributions
other than to the Company, MDE or any wholly-owned subsidiary of MDE; or

            (p) suffered or agreed, whether orally or in writing, to do any of
the foregoing.

            SECTION 3.15. Insurance.

            (a) The Company has obtained or will have obtained insurance
policies prior to the Closing Date (the "Policies"), which are in full force
effect as of the date hereof, if applicable, to replace each of the insurance
policies set forth in Schedule 4.18 of the disclosure schedule to the Chicago
Stock Purchase Agreement and Schedule 4.13 and Schedule 4.18 of the disclosure
schedule to the Aladdin Stock Purchase Agreement.

            (b) The Company has paid all premiums due and owing under such
Policies, and the Seller, the Company and the Subsidiaries have complied in all
material respects with the terms and conditions of all such Policies. There is
no claim by or relating to the Company or any of the Subsidiaries pending under
any of the Policies as to which coverage has been questioned, denied or disputed
by the underwriters or issuers of such Policies.

            SECTION 3.16. Public Utility Considerations(a) . Except as set forth
in Section 4.25 of the Aladdin Stock Purchase Agreement, none of the Company or
any Subsidiary is a "public utility company" nor does the Company or any
Subsidiary hold any "utility assets" as such terms are defined under the Public
Utility Holding Company Act of 1935, or the rules and regulations promulgated
thereunder.

            SECTION 3.17. Stock Purchase Agreements. Each of the Chicago Stock
Purchase Agreement and the Aladdin Stock Purchase Agreement is a legal, valid
and binding obligation of the Company and MDE in accordance with its terms,
there have been no


                                       16

amendments of the provisions or waivers of conditions precedent of the Chicago
Stock Purchase Agreement or the Aladdin Stock Purchase Agreement and the Company
and MDE are, and have been since the Chicago Closing Date or the Aladdin Closing
Date, as applicable, in compliance with the covenants applicable to them in
Article IX of the Chicago Stock Purchase Agreement and Article IX of the Aladdin
Stock Purchase Agreement.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES
                                OF THE PURCHASER

            As an inducement to the Seller to enter into this Agreement, the
Purchaser hereby represents and warrants to the Seller, as follows:

            SECTION 4.01. Organization and Authority of the Purchaser. The
Purchaser is a corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation and has all necessary
corporate power and authority to enter into this Agreement, to carry out its
obligations hereunder and to consummate the transactions contemplated hereby.
The execution and delivery by the Purchaser of this Agreement, the performance
by the Purchaser of its obligations hereunder and the consummation by the
Purchaser of the transactions contemplated hereby have been duly authorized by
all requisite corporate action on the part of the Purchaser. This Agreement has
been duly executed and delivered by the Purchaser, and (assuming due
authorization, execution and delivery by the Seller) this Agreement constitutes
a legal, valid and binding obligation of the Purchaser, enforceable against the
Purchaser in accordance with its terms, except that such enforcement may be
subject to (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or transfer or other laws, now or hereafter in effect, relating to or
limiting creditors' rights generally and (b) equitable defenses.

            SECTION 4.02. No Conflict. The execution, delivery and performance
by the Purchaser of this Agreement does not and will not (a) violate, conflict
with or result in the breach of any provision of the certificate of
incorporation or by-laws of the Purchaser, (b) conflict with or violate any Law
or Governmental Order applicable to the Purchaser or (c) conflict in any
material respect with or result in any breach of, or constitute a default under
any material agreement to which the Purchaser is a party or by which it or any
of its assets or properties may be bound.

            SECTION 4.03. Consents and Approvals. Section 4.03 of the Disclosure
Schedule sets forth all consents, notices, filings, authorizations and approvals
required in connection with the execution, delivery or performance by the
Purchaser of this Agreement.

            SECTION 4.04. Brokers. No broker, finder or investment banker is
entitled to any brokerage, finder's or other fee or commission in connection
with the transactions contemplated by this Agreement based upon arrangements
made by or on behalf of the Purchaser.


                                       17

                                    ARTICLE V

                              ADDITIONAL AGREEMENTS

            SECTION 5.01. Conduct of Business Prior to the Closing. The Seller
covenants and agrees that from the date of the Original Agreement to the Closing
Date (or, with respect to the Aladdin Subsidiaries, during the Relevant Period),
except as set forth in Section 5.01 of the Disclosure Schedule, neither the
Company nor any Subsidiary has conducted, or shall conduct its business, other
than in the ordinary course and consistent with the Company's and such
Subsidiary's prior practice. Without limiting the generality of the foregoing,
except as described in Section 5.01 of the Disclosure Schedule, the Seller has
caused and shall cause the Company and each Subsidiary to (i) continue their
advertising and promotional activities, and pricing and purchasing policies, in
accordance with past practice; (ii) not shorten or lengthen the customary
payment cycles for any of their payables or receivables; (iii) use their best
efforts to (A) preserve intact their business organizations and the business
organization of the Business, (B) keep available to the Purchaser the services
of the employees of the Company and each Subsidiary, (C) continue in full force
and effect without material modification all existing policies or binders of
insurance currently maintained in respect of the Company, each Subsidiary and
the Business and (D) preserve their current relationships with their customers,
suppliers and other Persons with which they have had significant business
relationships; (iv) not engage in any practice, take any action, fail to take
any action or enter into any transaction which could reasonably be expected to
cause any representation or warranty of the Seller to be untrue or result in a
breach of any covenant made by the Seller in this Agreement; (v) not amend or
waive any provision of the Chicago Stock Purchase Agreement, the Aladdin Stock
Purchase Agreement or any other material contract of the Business; and (vi) not
commit to any capital expenditures contracts, except to the extent set forth in
the respective 2004 Budgets of the Business, without the prior consent of the
Purchaser (which consent shall not be unreasonably withheld, delayed or
conditioned).

            SECTION 5.02. Access to Information. Subject to any restrictions
imposed by the Northwind LLC Agreement, the Seller shall cause its officers,
directors, employees, agents, representatives, accountants and counsel and shall
cause the Company and the Subsidiaries and each of the Company's and the
Subsidiaries' officers, directors, employees, agents, representatives,
accountants and counsel to: (a) afford the officers, employees, agents,
accountants, counsel, financing sources and representatives of the Purchaser
reasonable access, during normal business hours, to the offices, properties,
plants, other facilities, books and records of the Company and each Subsidiary
including access to enter upon such properties, plants and facilities to
investigate and collect air, surface water, groundwater and soil samples or to
conduct any other type of environmental assessment and to those officers,
directors, employees, agents, accountants and counsel of the Seller, the Company
and of each Subsidiary who have any knowledge relating to the Company, any
Subsidiary or the Business and (b) furnish to the officers, employees, agents,
accountants, counsel, financing sources and representatives of the Purchaser
such additional financial and operating data and other information regarding the
assets, properties, Liabilities and goodwill of the Company, the Subsidiaries
and the Business (or legible copies thereof) as the Purchaser may from time to
time reasonably request.


                                       18

            SECTION 5.03. Confidentiality. The Seller agrees to, and shall cause
its agents, representatives, Affiliates (other than the Purchaser or its direct
parent), employees, officers and directors to: (i) treat and hold as
confidential (and not disclose or provide access to any Person) all information
relating to trade secrets, processes, patent applications, product development,
price, customer and supplier lists, pricing and marketing plans, policies and
strategies, details of client and consultant contracts, operations methods,
product development techniques, business acquisition plans, new personnel
acquisition plans and all other confidential or proprietary information with
respect to the Business, the Company and each Subsidiary, (ii) in the event that
the Seller or any such agent, representative, Affiliate, employee, officer or
director becomes legally compelled to disclose any such information, provide the
Purchaser with prompt written notice of such requirement so that the Purchaser,
the Company or any Subsidiary may seek a protective order or other remedy or
waive compliance with this Section 5.03, (iii) in the event that such protective
order or other remedy is not obtained, or the Purchaser waives compliance with
this Section 5.03, furnish only that portion of such confidential information
which is legally required to be provided and exercise its best efforts to obtain
assurances that confidential treatment will be accorded such information, and
(iv) promptly furnish (prior to, at, or as soon as practicable following, the
Closing) to the Company or the Purchaser any and all copies (in whatever form or
medium) of all such confidential information then in the possession of the
Seller or any of its agents, representatives, Affiliates (other than the
Purchaser or its direct parent), employees, officers and directors and destroy
any and all additional copies then in the possession of the Seller or any of its
agents, representatives, Affiliates (other than the Purchaser or its direct
parent), employees, officers and directors of such information and of any
analyses, compilations, studies or other documents prepared, in whole or in
part, on the basis thereof; provided, however, that this sentence shall not
apply to any information that, at the time of disclosure, is available publicly
and was not disclosed in breach of this Agreement by the Seller, its agents,
representatives, Affiliates (other than the Purchaser or its direct parent),
employees, officers or directors.

            SECTION 5.04. Regulatory and Other Authorizations; Notices and
Consents. (a) The parties shall use their reasonable best efforts to obtain (or
cause the Company and the Subsidiaries to obtain) all authorizations, consents,
orders and approvals of all Governmental Authorities and officials that may be
or become necessary for its execution and delivery of, and the performance of
its obligations pursuant to this Agreement and will cooperate fully with each
other in promptly seeking to obtain all such authorizations, consents, orders
and approvals. The Purchaser agrees that all fees and expenses associated with
the filings required pursuant to the HSR Act in connection with the transactions
contemplated by this Agreement shall be borne by the Purchaser.

            (b) The Seller shall or shall cause the Company and the Subsidiaries
to give promptly such notices to third parties and use its or their reasonable
best efforts to obtain such third party consents and estoppel certificates as
the Purchaser may in its sole discretion deem necessary or desirable in
connection with the transactions contemplated by this Agreement.

            (c) Each party shall cooperate and use all reasonable efforts to
assist the other in giving such notices and obtaining such consents and estoppel
certificates; provided, however, that no party shall have any obligation to give
any guarantee or other consideration of any nature in connection with any such
notice, consent or estoppel certificate or to consent to any change in


                                       19

the terms of any agreement or arrangement which such party in its sole
discretion may deem adverse to its or the interests of its Affiliates.

            (d) The Seller and the Purchaser agree that, in the event that any
consent, approval or authorization necessary or desirable to preserve for the
Company or any Subsidiary any right or benefit under any lease, license,
contract, commitment or other agreement or arrangement to which the Company or
any Subsidiary is a party is not obtained prior to the Closing, the Seller will,
subsequent to the Closing, cooperate with the Purchaser, the Company or any such
Subsidiary in attempting to obtain such consent, approval or authorization as
promptly thereafter as practicable. If such consent, approval or authorization
cannot be obtained, the Seller shall use its reasonable best efforts to provide
the Purchaser, the Company or such Subsidiary, as the case may be, with the
rights and benefits of the affected lease, license, contract, commitment or
other agreement or arrangement for the term of such lease, license, contract or
other agreement or arrangement, and, if the Seller provides such rights and
benefits, the Company or such Subsidiary, as the case may be, shall assume the
obligations and burdens thereunder.

            SECTION 5.05. Notice of Developments. Prior to the Closing, the
parties shall promptly notify the other party in writing of all events,
circumstances, facts and occurrences arising subsequent to the date of this
Agreement (a) which could reasonably be expected to result in any breach of a
representation or warranty or covenant of such party in this Agreement or (b)
which could reasonably be expected to have (i) the effect of making any
representation or warranty of such party in this Agreement untrue or incorrect
in any respect, or (ii) a Material Adverse Effect.

            SECTION 5.06. No Solicitation or Negotiation. The Seller agrees that
between the date of this Agreement and the earlier of (a) the Closing and (b)
the termination of this Agreement, none of the Seller, the Company, the
Subsidiaries or any of their respective Affiliates, officers, directors,
representatives or agents will (i) solicit, initiate, consider, encourage or
accept any other proposals or offers from any Person (A) relating to any
acquisition or purchase of all or any portion of the capital stock of the
Company or any Subsidiary or the Business or (B) to enter into any merger,
consolidation, business combination, recapitalization, reorganization or other
extraordinary business transaction involving or otherwise relating to the
Company or any Subsidiary or (ii) participate in any discussions, conversations,
negotiations and other communications regarding, or furnish to any other Person
any information with respect to, or otherwise cooperate in any way, assist or
participate in, facilitate or encourage any effort or attempt by any other
Person to seek to do any of the foregoing. The Seller immediately shall cease
and cause to be terminated all existing discussions, conversations, negotiations
and other communications with any Persons conducted heretofore with respect to
any of the foregoing. The Seller shall notify the Purchaser promptly if any such
proposal or offer, or any inquiry or other contact with any Person with respect
thereto, is made and shall, in any such notice to the Purchaser, indicate in
reasonable detail the identity of the Person making such proposal, offer,
inquiry or contact and the terms and conditions of such proposal, offer, inquiry
or other contact. The Seller agrees not to, and to cause the Company and each
Subsidiary not to, without the prior written consent of the Purchaser, release
any Person from, or waive any provision of, any confidentiality or standstill
agreement to which the Seller, the Company or any Subsidiary is a party.


                                       20

            SECTION 5.07. Release of Indemnity Obligations. The Seller covenants
and agrees, on or prior to the Closing, to execute and deliver to the Company,
for the benefit of the Company and each Subsidiary, a general release and
discharge, in form and substance satisfactory to the Purchaser, releasing and
discharging the Company and each Subsidiary from any and all obligations to
indemnify the Seller or otherwise hold it harmless pursuant to any agreement or
other arrangement entered into prior to the Closing other than pursuant to (a)
the terms of any agreement related to debt financing provided by Macquarie Bank
Limited or an Affiliate thereof to MDE to finance the acquisition of Chicago
Thermal and (b) the terms of the Engagement Letter.

            SECTION 5.08. Further Assurances(a) . (a) The Seller covenants and
agrees to cooperate with the Purchaser and shall use its commercially reasonable
efforts to take, or cause to be taken, all actions and to do, or cause to be
done, all things, including the making of any disclosures, necessary or
desirable under applicable Law and regulation as the Purchaser may reasonably
request the Seller to take or do in connection with the initial public offering
of the direct and/or indirect parent of the Purchaser.

            (b) Notwithstanding anything to the contrary contained in this
Agreement, the Purchaser shall have the right to use and disclose the financial
statements of the Company and the Subsidiaries and other related documents in
connection with the initial public offering to be done by the ultimate parent
entity of the Purchaser or any of its subsidiaries.

            SECTION 5.09. Further Action. Each of the parties hereto shall use
all reasonable efforts to take, or cause to be taken, all appropriate action, do
or cause to be done all things necessary, proper or advisable under applicable
Law, and to execute and deliver such documents and other papers, as may be
required to carry out the provisions of this Agreement and consummate and make
effective the transactions contemplated hereby.

            SECTION 5.10. Distributions. The Seller covenants and agrees that
the Company shall not make any distributions on equity, or any payments on debt
other than the scheduled payments of principal and interest, without the prior
written consent of the Purchaser.

            SECTION 5.11. Credit Enhancements. The Company shall, or shall cause
MDE to, use commercially reasonable efforts to procure letters of credit to
replace the credit enhancements listed on Schedule 6.6 of the disclosure
schedule to the Chicago Stock Purchase Agreement prior to Closing.

            SECTION 5.12. Environmental Permits. The Company shall, or shall
cause its Subsidiaries to, use commercially reasonable efforts to obtain the
permits listed on Section 3.13 of the Disclosure Schedule (the "Environmental
Permits").

                                   ARTICLE VI

                                   TAX MATTERS

            SECTION 6.01. Preparation and Filing of Tax Returns; Payment of
Taxes. Until the Closing Date, the Seller (i) shall cause the Company and the
Subsidiaries to prepare and file (in each case, in a manner consistent with past
practice) on a timely basis all Tax Returns


                                       21

(including returns for estimated Taxes) for the Company and the Subsidiaries
which are due prior to the Closing Date (taking into account extensions for
timely filing that are granted or allowed), but in the case of the Subsidiaries
only if such return first became due to be filed after the Chicago Closing Date
or the Aladdin Closing Date, as applicable, and the Seller has Knowledge that
such Tax Return is required to be filed and (ii) shall make commercially
reasonable efforts to cause the Subsidiaries to promptly prepare and file all
Tax Returns of the Subsidiaries which, to the Knowledge of the Seller, are
delinquent and not yet filed as of the Chicago Closing Date or the Aladdin
Closing Date, as applicable. The Seller shall cause the Company and the
Subsidiaries to timely pay all Taxes shown to be due and payable on Tax Returns
referred to in clause (i) of the preceding sentence, and shall make commercially
reasonable efforts to cause the Company and the Subsidiaries promptly to pay tax
obligations of the Subsidiaries which, to the Knowledge of the Seller, are
delinquent as of the Chicago Closing Date or the Aladdin Closing Date, as
applicable. After the Closing Date, the Purchaser shall cause the Company and
the Subsidiaries to prepare and file (in each case, in a manner consistent with
past practice) on a timely basis all Tax Returns (including returns for
estimated Taxes) for the Company and the Subsidiaries that are due after the
Closing Date (taking into account extensions for timely filing that are granted
or allowed), and that include periods before the Closing Date. The Purchaser
shall cause the Company and the Subsidiaries to timely pay all Taxes shown to be
due and payable on Tax Returns referred to in the preceding sentence. Neither
party may amend any Tax Return if the amended Tax Return would adversely affect
the other party's Tax liability or obligations hereunder without the prior
written consent of the other party.

            SECTION 6.02. Transfer and Similar Taxes. Notwithstanding any other
provision of this Agreement to the contrary, the Purchaser shall be solely
responsible for paying all property, sales, use, privilege, transfer,
documentary, gains, stamp, duties, recording and similar Taxes and fees
(including any penalties, interest or additions) imposed upon any party in
connection with the transactions contemplated by this Agreement (collectively,
the "Transfer Taxes"). The Purchaser shall procure any stock transfer stamp
required by, and accurately file all necessary Tax Returns and other
documentation with respect to, any Transfer Tax.

            SECTION 6.03. Tax Indemnification. (a) The Seller shall indemnify,
defend, and hold harmless the Purchaser Indemnified Parties (including the
Company and the Subsidiaries) from and against (i) any and all Taxes imposed on
any member (other than the Company or the Subsidiaries) of any affiliated,
consolidated, unitary or other combined group with which the Company or the
Subsidiaries files or has filed a Tax Return on a consolidated, unitary or other
combined basis during the Relevant Period, except to the extent such Taxes are
attributable to the activities or properties of the Company or the Subsidiaries,
(ii) any Taxes in the nature of penalties and interest imposed on the Purchaser
Indemnified Parties (including the Company and the Subsidiaries) to the extent
attributable to any breach of the representations contained in Section 3.09 or
covenants in Section 6.01 of this Agreement, and Taxes attributable to the
Relevant Period for the entity on which such Taxes are imposed, that are not
Excluded Taxes and (iii) any loss, damage, liability or expense (including
reasonable fees for attorneys and other outside consultants) incurred in
contesting or otherwise in connection with any Taxes described in clause (i),
(ii) or (iii) of this Section 6.03(a).

            (b) The Purchaser shall indemnify the Seller Indemnified Parties
against (i) any and all Taxes attributable to the activities or property of the
Company or the Subsidiaries for


                                       22

which any Seller Indemnified Party becomes liable by reason of Treasury
Regulation Section 1.1502-6 (or any similar provision of state, local or foreign
Tax Law); (ii) any Taxes in the nature of penalties and interest imposed on the
Seller Indemnified Parties to the extent attributable to any breach of the
covenants contained in Section 6.01 of this Agreement; and (iii) any loss,
damage, liability or expense (including reasonable fees for attorneys and other
outside consultants) incurred in contesting or otherwise in connection with any
Taxes described in clause (i) or (ii) of this Section 6.03(b).

            (c) The amounts payable or to be paid under this Section 6.03 (the
"Tax Indemnity Payments") shall be limited in aggregate amount, without
duplication, to the Aladdin Original Purchase Price with respect to Tax
Indemnity Payments arising out of the business of or otherwise related to
Aladdin or to the Chicago Original Purchase Price with respect to any Tax
Indemnity Payments arising from any source other than Aladdin.

            (d) All Tax Indemnity Payments shall be paid in immediately
available funds within five (5) Business Days after the later of (i) receipt of
a written request from the party entitled to such Tax Indemnity Payment; and
(ii) the day of payment of the amount that is the subject of the Tax Indemnity
Payment by the party entitled to receive such Tax Indemnity Payment.

            SECTION 6.04. Contests. (a) After the Closing, each party shall
promptly notify the other parties in writing of any written notice of a proposed
assessment or claim in an audit or administrative or judicial proceeding, which,
if determined adversely to the taxpayer, would be grounds for indemnification
under Section 6.03; provided, however, that the failure to give such notice will
not affect any party's right to indemnification under this Agreement except to
the extent, if any, that, but for such failure, the indemnifying party would
have avoided the Tax Liability in question.

            (b) In the case of an audit or administrative or judicial proceeding
(a "Contest") that relates to a Pre-Closing Period, the Seller shall have the
right, at its expense, to participate in and control the conduct of such
Contest, but only to the extent that such Contest relates solely to a potential
adjustment to Tax Liability for which the Seller has acknowledged, in writing,
its liability under Section 6.03 to hold the Purchaser and the Company harmless
against the full amount of any adjustment which may be made as a result of such
Contest. The Purchaser also may participate in any such Contest, and, if the
Seller does not assume the defense of any such Contest, the Purchaser may defend
the same in such manner as it may deem appropriate, including settling such
Contest after five days' prior written notice to the Seller setting forth the
terms and conditions of settlement. Notwithstanding anything to the contrary
contained in this Agreement, in the event that issues relating to a potential
adjustment for which the Seller has acknowledged its liability in writing are
required to be contested in the same Contest as separate issues relating to a
potential adjustment for which the Purchaser would be liable, the Purchaser
shall have the right, at its expense, to control the Contest with respect to the
latter issues.

            (c) In the case of a Contest that relates to a Straddle Period, or
otherwise with respect to issues relating to a potential adjustment for which
both the Seller (as evidenced by its written acknowledgement of liability under
Section 6.03), on the one hand, and the Purchaser, on


                                       23

the other hand, could be liable, (i) the Seller and the Purchaser may
participate in the Contest, and (ii) such Contest shall be controlled by that
party which would bear the burden of the greater portion of the sum of the
adjustment and any corresponding adjustments that may reasonably be anticipated
for future taxable periods. The principle set forth in this Section 6.04(c) also
shall govern for purposes of deciding any issue that must be decided jointly
(including choice of judicial forum) in situations in which separate issues are
otherwise controlled under this Article VI by the Purchaser and the Seller.

            (d) Notwithstanding anything to the contrary herein, neither party
shall enter into any compromise or agree to settle any claim pursuant to a
Contest, which would materially adversely affect the other party without the
prior written consent of the other party.

            SECTION 6.05. Miscellaneous. (a) From and after the date of this
Agreement, neither party may make or cause or permit to be made, any Tax
election that would adversely affect the Company or the other party without the
prior written consent of the other party.

            (b) Each party and its Affiliates shall provide the other party with
such cooperation and information as such party reasonably may request in
connection with any Tax matters relating to the Company, including, without
limitation, the filing of any Tax Return or claim for refund, the determination
of any liability for Taxes or right to a refund of Taxes or the conduct of any
Contest in respect of Taxes. Such cooperation and information shall include,
without limitation, providing such party with copies of any relevant Tax
Returns, together with documents relating to rulings or other determinations by
taxing authorities.

            (c) Notwithstanding any provisions in this Agreement to the
contrary, (i) the obligations of the parties pursuant to this Article VI and
(ii) the representations and warranties contained in Section 3.09 shall
terminate at the close of business on the 90th day following the expiration of
the applicable statute of limitations with respect to the Tax Liabilities in
question (giving effect to any waiver, mitigation or extension thereof).

                                   ARTICLE VII

                                 INDEMNIFICATION

            SECTION 7.01. Survival of Representations and Warranties. (a) The
representations and warranties of the Seller contained in this Agreement shall
survive for eighteen (18) months after the Closing but shall not survive any
termination of this Agreement pursuant to Article IX hereof; provided, however,
that (i) the representations and warranties made pursuant to Sections 3.01,
3.02, 3.03 and 3.04 shall survive the Closing indefinitely, (ii) the
representations and warranties made pursuant to Section 3.13 shall survive three
(3) years after the Closing; (iii) the representations and warranties in Section
3.11 shall survive for five (5) years after the Closing and (iv) the
representations and warranties made pursuant to Section 3.09 shall survive the
Closing as set forth in Section 6.05(c). If written notice of a claim has been
given prior to the expiration of the applicable representations and warranties
by the Purchaser to the Seller, then the relevant representations and warranties
shall survive as to such claim until such claim has been finally resolved.


                                       24

            (b) The representations and warranties of the Purchaser contained in
this Agreement shall survive for eighteen (18) months after the Closing;
provided, however, that the representations and warranties made pursuant to
Section 4.01 shall survive the Closing indefinitely. If written notice of a
claim has been given prior to the expiration of the applicable representations
and warranties by the Seller to the Purchaser, then the relevant representations
and warranties shall survive as to such claim, until such claim has been finally
resolved.

            SECTION 7.02. Indemnification by the Seller. The Purchaser and its
Affiliates, officers, directors, employees, agents, successors and assigns (each
a "Purchaser Indemnified Party") shall be indemnified and held harmless by the
Seller for and against any and all Liabilities, losses, damages, claims, costs
and expenses, interest, awards, judgments and penalties (including attorneys'
and consultants' fees and expenses) actually suffered or incurred by them
(including any Action brought or otherwise initiated by any of them)
(hereinafter a "Loss"), arising out of or resulting from:

            (a) the breach of any representation or warranty made by the Seller
      contained in this Agreement; or

            (b) the breach of any covenant or agreement by the Seller contained
      in this Agreement.

To the extent that the Seller's undertakings set forth in this Section 7.02 may
be unenforceable, the Seller shall contribute the maximum amount that it is
permitted to contribute under applicable Law to the payment and satisfaction of
all Losses incurred by the Purchaser Indemnified Parties. The parties
acknowledge and agree that the Seller shall not be liable to any Purchaser
Indemnified Party hereunder for any Loss arising solely from a breach of any
representation, warranty, covenant or agreement by Exelon Corporation, Exelon
Thermal Holdings, Inc. or any of the Subsidiaries contained in the Chicago Stock
Purchase Agreement or the Aladdin Stock Purchase Agreement.

            SECTION 7.03. Indemnification by the Purchaser. The Seller and its
Affiliates, officers, directors, employees, agents, successors and assigns (each
a "Seller Indemnified Party") shall be indemnified and held harmless by the
Purchaser for and against any and all Losses, arising out of or resulting from:

            (a) the breach of any representation or warranty made by the
      Purchaser contained in this Agreement; or

            (b) the breach of any covenant or agreement by the Purchaser
      contained in this Agreement.

To the extent that the Purchaser's undertakings set forth in this Section 7.03
may be unenforceable, the Purchaser shall contribute the maximum amount that it
is permitted to contribute under applicable Law to the payment and satisfaction
of all Losses incurred by the Seller Indemnified Parties.


                                       25

            SECTION 7.04. Limits on Indemnification.

            (a) Limits on Indemnification Other Than With Respect to Aladdin.
Notwithstanding anything to the contrary contained in this Agreement, except
with respect to claims relating to indemnification for Taxes and claims relating
principally to Aladdin: (i) except as set forth in clause (iii) of this Section
7.04(a), an Indemnifying Party shall not be liable for any claim for
indemnification pursuant to Sections 7.02 or 7.03, unless and until the
aggregate amount of indemnifiable Losses which may be recovered from the
Indemnifying Party equals or exceeds $1,000,000 (the "Basket Amount"), after
which the Indemnifying Party shall be liable for all Losses in excess of the
Basket Amount, (ii) except as set forth in clause (iii) below, the maximum
amount of indemnifiable Losses that may be recovered from an Indemnified Party
arising out of or resulting from the causes set forth in Sections 7.02 or 7.03
shall be an amount equal to $30,000,000, net of insurance proceeds, and (iii)
notwithstanding the foregoing, an Indemnifying Party shall be liable for all
Losses arising out of or resulting from a breach of any of the representations
and warranties (A) set forth in Sections 3.01 through 3.04 and Section 3.09,
with respect to the Seller and (B) Section 4.01, with respect to the Purchaser,
in each case up to a maximum amount of indemnifiable Losses equal to the sum of
the Chicago Original Purchase Price and the Chicago Adjustment, net of insurance
proceeds, and without regard to the cumulative indemnification threshold set
forth in clause (i) of this Section 7.04(a).

            (b) Limits on Indemnification With Respect to Aladdin.
Notwithstanding anything to the contrary contained in this Agreement, except
with respect to claims relating to Taxes and claims covered by Section 7.04(a):
(i) except as set forth in clause (iii) of this Section 7.04(b), the Seller
shall not be liable for any claim for indemnification pursuant to Section 7.02
in respect of a breach of any representation, warranty or covenant relating to
the Aladdin Subsidiaries unless and until the aggregate amount of indemnifiable
Losses which may be recovered from the Seller equals or exceeds $200,000 (the
"Aladdin Basket Amount"), after which the Seller shall be liable for the amount
of such Losses in excess of the Aladdin Basket Amount, (ii) except as set forth
in clause (iii) of this Section 7.04(b), the maximum amount of indemnifiable
Losses which may be recovered from the Seller arising out of or resulting from
the causes set forth in Section 7.02 in respect of a breach of any
representation, warranty or covenant relating to the Aladdin Subsidiaries shall
be an amount equal to $6,000,000, net of insurance proceeds and (iii)
notwithstanding the foregoing, the Seller shall be liable for all Losses arising
out of or resulting from a breach of any of the representations and warranties
set forth in Section 3.03 and Section 3.09 in respect of a breach of any
representation or warranty relating to the Aladdin Subsidiaries up to a maximum
aggregate amount of indemnifiable Losses equal to the sum of the Aladdin
Original Purchase Price and the Aladdin Adjustment, net of insurance proceeds,
and without regard to the cumulative indemnification threshold set forth in
clause (i) of this Section 7.04(b).

            (c) Maximum Indemnification. Notwithstanding anything to the
contrary contained in Sections 7.04(a) or (b), the maximum aggregate amount of
indemnifiable Losses an Indemnifying Party shall be liable for pursuant to this
Agreement shall be the Purchase Price, net of insurance proceeds.


                                       26

            SECTION 7.05. Tax Treatment. All amounts paid under the
indemnification provisions of this Agreement shall be treated as adjustments to
the Purchase Price for all Tax purposes.

            SECTION 7.06. Exclusive Remedy. The indemnification provisions set
forth in this Agreement are the exclusive remedies of the Purchaser and the
Seller for any claims arising out of or in connection with this Agreement or the
transactions contemplated hereby.

            SECTION 7.07. Waiver of Certain Damages. The indemnification
obligations of the parties pursuant to this Article VII shall not, except in the
case of fraud, include consequential, punitive or exemplary damages; provided
that any consequential, punitive or exemplary damages claimed by a third party
(including Governmental Authorities) against a Person entitled to
indemnification pursuant to this Article VII shall be included in the Losses
recoverable under such indemnity.

                                  ARTICLE VIII

                              CONDITIONS TO CLOSING

            SECTION 8.01. Conditions to Obligations of the Seller. The
obligations of the Seller to consummate the transactions contemplated by this
Agreement shall be subject to the fulfillment or written waiver, at or prior to
the Closing, of each of the following conditions:

            (a) Representations, Warranties and Covenants. (i) The
      representations and warranties of the Purchaser contained in this
      Agreement shall have been true and correct when made and shall be true and
      correct as of the Closing with the same force and effect as if made as of
      the Closing, except to the extent such representations and warranties are
      as of another date, in which case, such representations and warranties
      shall be true and correct as of such date, and (ii) the covenants and
      agreements contained in this Agreement to be complied with by the
      Purchaser on or before the Closing shall have been complied with in all
      material respects. The Seller shall have received a certificate of the
      Purchaser to such effect signed by a duly authorized executive officer.

            (b) HSR Act. Any waiting period (and any extension thereof) under
      the HSR Act applicable to the purchase of the Interests and the Business
      contemplated by this Agreement shall have expired or shall have been
      terminated.

            (c) No Proceeding or Litigation. No Action shall have been commenced
      by or before any Governmental Authority against either the Seller or the
      Purchaser, seeking to restrain or materially and adversely alter the
      transactions contemplated by this Agreement which, in the reasonable, good
      faith determination of the Seller, is likely to render it impossible or
      unlawful to consummate such transactions; provided, however, that the
      provisions of this Section 8.01(c) shall not apply if the Seller has
      directly or indirectly solicited or encouraged any such Action.

            (d) Consents and Approvals. The Purchaser and the Seller shall have
      received, each in form and substance satisfactory to the Seller, all
      authorizations, consents, orders and approvals of all Governmental
      Authorities and officials and all third party consents


                                       27

      and estoppel certificates necessary for the consummation of the
      transactions contemplated by this Agreement as are listed in Section
      8.01(d) of the Disclosure Schedule, including all third party consents
      required under Section 8.3 of the Chicago Stock Purchase Agreement (as
      listed in Schedule 4.3 of the disclosure schedule to the Chicago Stock
      Purchase Agreement) and all third party consents required under Section
      8.3 of the Aladdin Stock Purchase Agreement (as listed in Schedule 4.3 of
      the disclosure schedule to the Aladdin Stock Purchase Agreement), and all
      such consents and approvals remain in full force and effect and have not
      been qualified or diminished in any respect.

            (e) City Approval. All consents, approvals and actions of the City,
      including the City Council, necessary for the transactions contemplated
      hereby and by the Chicago Stock Purchase Agreement necessary for the
      transactions contemplated hereby shall (i) have been duly obtained, made
      or given, (ii) not be subject to the satisfaction of any condition that
      has not been satisfied or waived, (iii) be in full force and effect and
      (iv) not require any change or amendment to any of the terms and
      conditions (including, without limitation, economic terms) of the District
      Cooling System Use Agreement or any of the customer contracts with the
      City or any agency, department or instrumentality thereof other than as
      set forth in Section 8.01(e) of the Disclosure Schedule.

            SECTION 8.02. Conditions to Obligations of the Purchaser. The
obligations of the Purchaser to consummate the transactions contemplated by this
Agreement shall be subject to the fulfillment or written waiver, at or prior to
the Closing, of each of the following conditions:

            (a) Representations, Warranties and Covenants. (i) The
      representations and warranties of the Seller contained in this Agreement
      shall have been true and correct in when made and shall be true and
      correct as of the Closing with the same force and effect as if made as of
      the Closing, except to the extent such representations and warranties are
      as of another date, in which case, such representations and warranties
      shall be true and correct as of such other date and (ii) the covenants and
      agreements contained in this Agreement to be complied with by the Seller
      on or before the Closing shall have been complied with in all material
      respects. The Purchaser shall have received a certificate of the Seller to
      such effect signed by a duly authorized officer of the Seller.

            (b) HSR Act. Any waiting period (and any extension thereof) under
      the HSR Act applicable to the purchase of the Interests and the Business
      contemplated by this Agreement shall have expired or shall have been
      terminated.

            (c) No Proceeding or Litigation. No Action shall have been commenced
      or threatened by or before any Governmental Authority against either the
      Seller or the Purchaser, seeking to restrain or materially and adversely
      alter the transactions contemplated by this Agreement which, in the
      reasonable, good faith determination of the Purchaser, is likely to render
      it impossible or unlawful to consummate such transactions; provided,
      however, that the provisions of this Section 8.02(c) shall not apply if
      the Purchaser has directly or indirectly solicited or encouraged any such
      Action.

            (d) Consents and Approvals. The Purchaser and the Seller shall have
      received, each in form and substance satisfactory to the Purchaser, all
      authorizations, consents,


                                       28

      orders and approvals of all Governmental Authorities and officials and all
      third party consents and estoppel certificates necessary for the
      consummation of the transactions contemplated by this Agreement as are
      listed in Section 8.01(d) of the Disclosure Schedule, including all third
      party consents required under Section 8.3 of the Chicago Stock Purchase
      Agreement (as listed in Schedule 4.3 of the disclosure schedule to the
      Chicago Stock Purchase Agreement) and all third party consents required
      under Section 8.3 of the Aladdin Stock Purchase Agreement (as listed in
      Schedule 4.3 of the disclosure schedule to the Aladdin Stock Purchase
      Agreement), and all such consents and approvals remain in full force and
      effect and have not been qualified or diminished in any respect.

            (e) Financing. The ultimate parent entity of the Purchaser,
      Macquarie Infrastructure Assets LLC and/or the Purchaser shall have
      successfully completed its initial public offering of equity securities.

            (f) Diligence Reports. All reports and memos concerning the
      diligence conducted in relation to the acquisition of (i) Chicago Thermal
      under the Chicago Stock Purchase Agreement and (ii) Aladdin under the
      Aladdin Stock Purchase Agreement and originally addressed to any Person
      other than MDE shall have been readdressed to MDE.

            (g) City Approval. All consents, approvals and actions of the City,
      including the City Council, necessary for the transactions contemplated
      hereby and by the Chicago Stock Purchase Agreement shall (i) have been
      duly obtained, made or given, (ii) not be subject to the satisfaction of
      any condition that has not been satisfied or waived, (iii) be in full
      force and effect and (iv) not require any change or amendment to any of
      the terms and conditions (including, without limitation, economic terms)
      of the District Cooling System Use Agreement or any of the customer
      contracts with the City or any agency, department or instrumentality
      thereof other than as set forth in Section 8.01(e) of the Disclosure
      Schedule.

            (h) No Material Adverse Effect. No event or events shall have
      occurred, or be reasonably likely to occur, which, individually or in the
      aggregate, have, or could have, a Material Adverse Effect.

            (i) Credit Enhancements. The Company or MDE shall have procured the
      letters of credit to replace the credit enhancements specified in Section
      5.11, or received waivers of such credit enhancements satisfactory to the
      Purchaser.

            (j) Environmental Permits. Prior to Closing, the Company or a
      Subsidiary shall have obtained the Environmental Permits, and the Company
      or such Subsidiary shall be in compliance with the Environmental Permits
      as of the Closing Date.


                                       29

                                   ARTICLE IX

                        TERMINATION, AMENDMENT AND WAIVER

            SECTION 9.01. Termination. This Agreement may be terminated at any
time prior to the Closing:

            (a) by the Purchaser if, between the date hereof and the Closing:
      (i) an event or condition occurs that has resulted in a Material Adverse
      Effect, (ii) any representations and warranties of the Seller contained in
      this Agreement shall not have been true and correct when made or as of
      their date, (iii) the Seller shall not have complied in all material
      respects with the covenants or agreements contained in this Agreement to
      be complied with by it or (iv) the Seller, the Company or any Subsidiary
      makes a general assignment for the benefit of creditors, or any proceeding
      shall be instituted by or against the Seller, the Company or any
      Subsidiary seeking to adjudicate any of them a bankrupt or insolvent, or
      seeking liquidation, winding up or reorganization, arrangement,
      adjustment, protection, relief or composition of its debts under any Law
      relating to bankruptcy, insolvency or reorganization;

            (b) by either the Seller or the Purchaser if the Closing shall not
      have occurred by the 12 month anniversary of the date hereof; provided,
      however, that the right to terminate this Agreement under this Section
      9.01(b) shall not be available to any party whose failure to fulfill any
      obligation under this Agreement shall have been the cause of, or shall
      have resulted in, the failure of the Closing to occur on or prior to such
      date;

            (c) by either the Purchaser or the Seller in the event that any
      Governmental Authority shall have issued an order, decree or ruling or
      taken any other action restraining, enjoining or otherwise prohibiting the
      transactions contemplated by this Agreement and such order, decree, ruling
      or other action shall have become final and nonappealable; or

            (d) by the mutual written consent of the Seller and the Purchaser.

            SECTION 9.02. Effect of Termination. In the event of termination of
this Agreement as provided in Section 9.01, this Agreement shall forthwith
become void and there shall be no liability on the part of either party hereto
except (a) as set forth in Sections 5.03 and 10.01 and (b) that nothing herein
shall relieve either party hereto from liability for any breach of this
Agreement.

                                    ARTICLE X

                               GENERAL PROVISIONS

            SECTION 10.01. Expenses. Except as otherwise specified in this
Agreement, all costs and expenses, including fees and disbursements of counsel,
financial advisors and accountants, incurred in connection with this Agreement
and the transactions contemplated by this Agreement shall be paid by the party
incurring such costs and expenses, whether or not the Closing shall have
occurred.


                                       30

            SECTION 10.02. Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given or made
(and shall be deemed to have been duly given or made upon receipt) by delivery
in person, by an internationally recognized overnight courier service, by
facsimile or registered or certified mail (postage prepaid, return receipt
requested) to the respective parties hereto at the following addresses (or at
such other address for a party as shall be specified in a notice given in
accordance with this Section 10.02):

            (a)   if to the Seller:
                  Macquarie Investment Holdings Inc.
                  1 Martin Place
                  Level 10
                  Sydney, Australia
                  NSW 2000
                  Telecopy:  011 61 2 8232 3656
                  Attention:  Shemara Wikramanayake

                  With a copy (which shall not constitute notice) to:

                  Locke Liddell & Sapp LLP
                  600 Travis Street, Suite 3400
                  Houston, TX 77002
                  Telecopy:  (713) 223-3717
                  Attention:  Kevin N. Peter, Esq.

            (b)   if to the Purchaser:
                  Macquarie Infrastructure Assets Inc.
                  600 5th Avenue, 21st Floor
                  New York, NY 10020
                  Telecopy:  (212) 581-8037
                  Attention:  Peter Stokes

                  with a copy (which shall not constitute notice) to:

                  Shearman & Sterling LLP
                  599 Lexington Avenue
                  New York, NY  10022-6069
                  Telecopy:  (212) 848-7179
                  Attention:  Antonia E. Stolper, Esq.

            SECTION 10.03. Public Announcements. Neither party hereto shall
make, or cause to be made, any press release or public announcement in respect
of this Agreement or the transactions contemplated hereby or otherwise
communicate with any news media without the prior consent of the other party,
and the parties hereto shall cooperate as to the timing and contents of any such
press release, public announcement or communication.


                                       31

            SECTION 10.04. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any Law or
public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect for so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to either party hereto. Upon such determination that
any term or other provision is invalid, illegal or incapable of being enforced,
the parties hereto shall negotiate in good faith to modify this Agreement so as
to effect the original intent of the parties as closely as possible in an
acceptable manner in order that the transactions contemplated hereby are
consummated as originally contemplated to the greatest extent possible.

            SECTION 10.05. Entire Agreement. This Agreement constitutes the
entire agreement of the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements and undertakings, both written and oral,
between the Seller and the Purchaser with respect to the subject matter hereof,
including, without limitation, the Original Agreement.

            SECTION 10.06. Assignment. This Agreement may not be assigned by
operation of law or otherwise without the express written consent of the Seller
and the Purchaser (which consent may be granted or withheld in the sole
discretion of the Seller or the Purchaser); provided, however, that the
Purchaser may assign this Agreement or any of its rights and obligations
hereunder to one or more Affiliates of the Purchaser without the consent of the
Seller.

            SECTION 10.07. Amendment. This Agreement may not be amended or
modified except (a) by an instrument in writing signed by, or on behalf of, the
Seller and the Purchaser or (b) by a waiver in accordance with Section 10.08.

            SECTION 10.08. Waiver. Either party to this Agreement may (a) extend
the time for the performance of any of the obligations or other acts of the
other party, (b) waive any inaccuracies in the representations and warranties of
the other party contained herein or in any document delivered by the other party
pursuant hereto or (c) waive compliance with any of the agreements of the other
party or conditions to such party's obligations contained herein. Any such
extension or waiver shall be valid only if set forth in an instrument in writing
signed by the party to be bound thereby. Any waiver of any term or condition
shall not be construed as a waiver of any subsequent breach or a subsequent
waiver of the same term or condition, or a waiver of any other term or condition
of this Agreement. The failure of either party hereto to assert any of its
rights hereunder shall not constitute a waiver of any of such rights. Except as
otherwise specified herein, all rights and remedies existing under this
Agreement are cumulative to, and not exclusive of, any rights or remedies
otherwise available.

            SECTION 10.09. No Third Party Beneficiaries. Except for the
provisions of Article VII relating to indemnified parties, this Agreement shall
be binding upon and inure solely to the benefit of the parties hereto and their
respective successors and permitted assigns and nothing herein, express or
implied, is intended to or shall confer upon any other Person, including any
union or any employee or former employee of the Seller, any legal or equitable
right, benefit or remedy of any nature whatsoever, including any rights of
employment for any specified period, under or by reason of this Agreement.


                                       32

            SECTION 10.10. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York applicable
to contracts executed in and to be performed in that State. All Actions arising
out of or relating to this Agreement shall be heard and determined exclusively
in any New York federal court sitting in the Borough of Manhattan of The City of
New York, provided, however, that if such federal court does not have
jurisdiction over such Action, such Action shall be heard and determined
exclusively in any New York state court sitting in the Borough of Manhattan of
The City of New York. Consistent with the preceding sentence, the parties hereto
hereby (a) submit to the exclusive jurisdiction of any federal or state court
sitting in the Borough of Manhattan of The City of New York for the purpose of
any Action arising out of or relating to this Agreement brought by any party
hereto and (b) irrevocably waive, and agree not to assert by way of motion,
defense, or otherwise, in any such Action, any claim that it is not subject
personally to the jurisdiction of the above-named courts, that its property is
exempt or immune from attachment or execution, that the Action is brought in an
inconvenient forum, that the venue of the Action is improper, or that this
Agreement or the transactions contemplated by this Agreement may not be enforced
in or by any of the above-named courts.

            SECTION 10.11. Counterparts. This Agreement may be executed and
delivered (including by facsimile transmission) in one or more counterparts, and
by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original, but all of which taken together
shall constitute one and the same agreement.


                                       33

            IN WITNESS WHEREOF, the Seller and the Purchaser have caused this
Agreement to be executed as of the date first written above by their respective
officers thereunto duly authorized.

                                   MACQUARIE INVESTMENT HOLDINGS INC.



                                   By:    /s/ Christopher Leslie
                                          -------------------------
                                   Name:  Christopher Leslie
                                   Title:




                                   By:    /s/ John B. Mullin
                                          -------------------------
                                   Name:  John B. Mullin
                                   Title: Secretary






                                   MACQUARIE INFRASTRUCTURE ASSETS, INC.



                                   By:    /s/ David Mitchell
                                          -------------------------
                                   Name:  David Mitchell
                                   Title: Chief Financial Officer

EX-3.3

                                                                     Exhibit 3.3
                                     FORM OF

                      AMENDED AND RESTATED TRUST AGREEMENT

                                       OF

                     MACQUARIE INFRASTRUCTURE COMPANY TRUST

                                      AMONG

                      MACQUARIE INFRASTRUCTURE COMPANY LLC
                                   as Sponsor,

                       WELLS FARGO DELAWARE TRUST COMPANY
                              as Delaware Trustee,

                                       AND

                        THE REGULAR TRUSTEE NAMED HEREIN

                               Dated as of -, 2004



                                TABLE OF CONTENTS



                                                                                                            Page(s)
                                                                                                            -------
                                                                                                         
ARTICLE I DEFINED TERMS.............................................................................            1

         Section 1.01   Definitions.................................................................            1

ARTICLE II ESTABLISHMENT OF THE TRUST...............................................................            6

         Section 2.01   Name........................................................................            6
         Section 2.02   Office of the Delaware Trustee; Principal Place of Business.................            6
         Section 2.03   Initial Issuance of Shares..................................................            6
         Section 2.04   Trust to Be Sole Member of Sponsor..........................................            7
         Section 2.05   Authorized Shares...........................................................            7
         Section 2.06   Issuance of Additional Shares...............................................            7
         Section 2.07   Repurchase of Shares at Direction of the Sponsor............................            7
         Section 2.08   Agreement of Trust..........................................................            7
         Section 2.09   Authorization to Enter into Certain Transactions............................            8
         Section 2.10   Title to Trust Property.....................................................            9
         Section 2.11   Certain Covenants of the Sponsor............................................            9

ARTICLE III DIVIDENDS AND DISTRIBUTIONS.............................................................            9

         Section 3.01   Dividends...................................................................            9
         Section 3.02   Payment Procedures..........................................................            9
         Section 3.03   Tax Returns and Reports.....................................................           10

ARTICLE IV SHARE CERTIFICATES ......................................................................           10

         Section 4.01   Initial Ownership...........................................................           10
         Section 4.02   Share Certificates..........................................................           10
         Section 4.03   Share Register..............................................................           11
         Section 4.04   Transfer of Shares..........................................................           11
         Section 4.05   Mutilated, Lost, Destroyed or Stolen Share Certificates.....................           11
         Section 4.06   Rights of Shareholders......................................................           11

ARTICLE V MEETINGS; VOTING .........................................................................           12

         Section 5.01   Annual Meetings of Shareholders.............................................           12
         Section 5.02   Special Meetings of Shareholders............................................           12
         Section 5.03   Place of Meeting............................................................           12
         Section 5.04   Notice of Meeting...........................................................           12
         Section 5.05   Quorum and Adjournment......................................................           13
         Section 5.06   Voting......................................................................           14
         Section 5.07   Proxies.....................................................................           14
         Section 5.08   Notice of Shareholder Business and Nominations..............................           14
         Section 5.09   Procedure for Election of Directors; Voting.................................           17
         Section 5.10   Inspectors of Elections; Opening and Closing the Polls......................           17


                                       i



                                                                                                            
         Section 5.11   Confidential Shareholder Voting.............................................           17
         Section 5.12   Waiver of Notice............................................................           18
         Section 5.13   Remote Communication........................................................           18
         Section 5.14   Inspection of Records.......................................................           18

ARTICLE VI DISCLOSURE REQUIREMENTS FOR 10% SHAREHOLDERS.............................................           19

ARTICLE VII RIGHT OF SHAREHOLDERS TO ENFORCE PROVISIONS OF SPONSOR AGREEMENTS AND BRING DERIVATIVE
           ACTION...................................................................................           20

ARTICLE VIII SHAREHOLDER VOTE REQUIRED IN CONNECTION WITH CERTAIN  BUSINESS COMBINATIONS OR
           TRANSACTIONS [to be conformed to llc agreement]..........................................           20

         Section 8.01   Vote Generally Required.....................................................           20
         Section 8.02   Vote for Business Combinations..............................................           23
         Section 8.03   Power of Continuing Directors...............................................           23
         Section 8.04   No Effect on Fiduciary Obligations..........................................           23
         Section 8.05   Miscellaneous...............................................................           23

ARTICLE IX THE TRUSTEES.............................................................................           24

         Section 9.01   Certain Duties and Responsibilities.........................................           24
         Section 9.02   Not Responsible for Recitals or Issuance of Shares..........................           26
         Section 9.03   May Hold Shares.............................................................           26
         Section 9.04   Compensation; Indemnity; Fees...............................................           26
         Section 9.05   Delaware Trustee Required; Eligibility of Trustees..........................           26
         Section 9.06   Resignation and Removal; Appointment of Successor...........................           27
         Section 9.07   Acceptance of Appointment by Successor......................................           28
         Section 9.08   Merger, Conversion, Consolidation or Succession to Business.................           28
         Section 9.09   Number of Trustees..........................................................           28
         Section 9.10   Delegation of Power.........................................................           28
         Section 9.11   Appointment of Regular Trustees.............................................           29

ARTICLE X TERMINATION AND DISSOLUTION...............................................................           29

         Section 10.01  Termination or Dissolution..................................................           29
         Section 10.02  Circumstances Under Which Shares Will Be Exchanged for Sponsor Shares.......           29
         Section 10.03  Right to Acquisition Exchange...............................................           30
         Section 10.04  Early Termination...........................................................           30
         Section 10.05  Termination of Obligations..................................................           30

ARTICLE XI MISCELLANEOUS PROVISIONS.................................................................           31

         Section 11.01  Limitation of Rights of Shareholders........................................           31
         Section 11.02  Amendment...................................................................           31
         Section 11.03  Separability................................................................           31
         Section 11.04  Specific Performance........................................................           31



                                       ii



                                                                                                           
         Section 11.05  Governing Law...............................................................           32
         Section 11.06  Successors..................................................................           32
         Section 11.07  Headings....................................................................           32
         Section 11.08  Reports, Notices and Demands................................................           32
         Section 11.09  Counterparts................................................................           33

EXHIBITS

Exhibit A - Specimen Share Certificate...............................................................         A-1

Exhibit B - Form of Economic Disclosure Statement and Affidavit......................................         B-1



                                      iii



            AMENDED AND RESTATED TRUST AGREEMENT, dated as of -, 2004 among (i)
Macquarie Infrastructure Company LLC, a Delaware limited liability company (the
"Sponsor"), (ii) Wells Fargo Delaware Trust Company, a Delaware banking
corporation, as Delaware trustee (in such capacity, the "Delaware Trustee"), and
(iii) Peter Stokes, an individual, whose address is c/o Macquarie Infrastructure
Company LLC, 600 Fifth Avenue, 21st Floor, New York, New York 10020 (the
"Regular Trustee" and, collectively with the Delaware Trustee, the "Trustees").
The Sponsor and the Trustees hereby agree as follows:

                                   WITNESSETH:

            WHEREAS, the Sponsor, the Delaware Trustee and Peter Stokes and
Stephen Peet, (the then "Regular Trustees"), heretofore duly declared and
established a statutory trust pursuant to the Delaware Statutory Trust Act by
entering into a trust agreement, dated as of April 13, 2004 (the "Original
Agreement"), and by executing and filing of a certificate of trust with the
Secretary of State of the State of Delaware on April 13, 2004, for the purpose
of owning the Sponsor Shares and issuing Shares (as defined herein) of stock of
the Trust (as defined herein), each Share representing an undivided beneficial
interest in one underlying Sponsor Share (as defined herein);

            WHEREAS, the Sponsor and the Trustees desire to amend and restate
the Original Agreement in its entirety as set forth herein to provide for, among
other things, the operation of the Trust;

            NOW, THEREFORE, in consideration of the agreements and obligations
set forth herein and for other good and valuable consideration, the sufficiency
of which is hereby acknowledged, each party, for the benefit of the other party,
hereby amends and restates the Original Agreement in its entirety and agrees as
follows:

                                   ARTICLE I

                                  DEFINED TERMS

            Section 1.01 Definitions

            For all purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

            (a) the terms defined in this Article have the meanings assigned to
      them in this Article and include the plural as well as the singular;

            (b) unless the context otherwise requires, any reference to an
      "Article," "Section" or an "Exhibit" refers to an Article, Section or an
      Exhibit, as the case may be, of this Agreement; and

            (c) the words "herein," "hereof" and "hereunder" and other words of
      similar import refer to this Agreement as a whole and not to any
      particular Article, Section or other subdivision.

            "Acquirer" has the meaning specified in Section 10.03(a).



            "Acquisition Exchange" has the meaning specified in Section
10.03(a).

            "Affiliate" means, with respect to any Person, (i) any Person
directly or indirectly controlling, controlled by or under common control with
such Person, (ii) any officer, director, general partner, manager or trustee of
such Person or (iii) any Person who is an officer, director, general partner,
manager or trustee of any Person described in clause (i) or (ii) of this
sentence. 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 fifty
percent (50%) of the directors, managers, general partners, trustees or Persons
exercising similar authority with respect to such Person or entity.

            "Agreement" means this Amended and Restated Trust Agreement, as the
same may be modified, amended or supplemented in accordance with the applicable
provisions hereof, including all exhibits hereto.

            "Associate" has the meaning set forth in Section 8.01 hereof.

            "Authorized Officer" of a Person means any Person that is authorized
to bind such Person.

            "Beneficial Holder" has the meaning ascribed to such term in Rule
13d-3 of the rules promulgated under the Exchange Act.

            "Board" or "Board of Directors" means either the board of directors
of the Sponsor or any committee of such Board duly authorized to act hereunder,
as applicable.

            "Business Day" means a day of the year on which banks are not
required or authorized by law or executive order to close in The City of New
York.

            "Chairman" means the director appointed or nominated and elected, as
the case may be, Chairman of the Board of Directors, in accordance with the
terms of the Sponsor Agreement with such powers and duties as are set forth in
the Sponsor Agreement.

            "Closing Price" has the meaning specified in Section 10.03(b).

            "Commission" means the Securities and Exchange Commission.

            "Delaware Statutory Trust Act" means chapter 38 of title 12 of the
Delaware Code, 12 Del. C. Section 3801 et seq., as it may be amended from time
to time.

            "Delaware Trustee" means the Person identified as the "Delaware
Trustee" in the preamble to this Agreement solely in its capacity as Delaware
Trustee of the Trust continued hereunder and not in its individual capacity, or
its successor in interest in such capacity, or any successor Delaware Trustee
appointed as herein provided.

                                       2


            "Dividends" means amounts payable in respect of the Shares as
provided in Section 3.01.

            "Early Termination Event" has the meaning specified in Section
10.04.

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            "Fair Market Value" has the meaning set forth in Section 8.01
hereof.

            "Fiscal Quarter" means (i) the period commencing on April 13, 2004
and ending on June 30, 2004, (ii) any subsequent three (3)-month period
commencing on each of July 1, October 1, January 1 and April 1 and ending on the
last date before the next such date, or (iii) the period commencing on the
immediately preceding January 1, April 1, July 1 or October 1, as the case may
be, and ending on the date on which the trust is terminated or dissolved in
accordance with Article X of this Agreement.

            "Fiscal Year" means (i) the period commencing April 13, 2004 and
ending on December 31, 2004, (ii) any subsequent twelve (12)-month period
commencing on January 1 and ending on December 31, or (iii) the period
commencing on the immediately preceding January 1 and ending on the date on
which the Trust is terminated or dissolved in accordance with Article X of this
Agreement.

            "Future Investment" has the meaning set forth in Section 8.01
hereof.

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

            "Initial Board" has the meaning specified in the Sponsor Agreement.

            "Interested Shareholder" has the meaning set forth in Section 8.01
hereof.

            "Limited Liability Company Act" means the Delaware Limited Liability
Company Act, 6 Del. C. Section 18-101 et seq., as amended from time to time (or
any corresponding provisions of succeeding law).

            "Managed Subsidiary" has the meaning set forth in Section 8.01
hereof.

            "Management Services Agreement" means the Management Services
Agreement, as may be amended from time to time, to be entered into by and among
the Sponsor, certain wholly owned Subsidiaries of the Sponsor, and the Manager,
which will provide the terms on which the Manager will assume its duties with
respect to the management of the Sponsor and its Subsidiaries.

            "Manager" means Macquarie Infrastructure Management (USA) Inc.,
party to the Management Services Agreement.

            "Mandatory Exchange" has the meaning specified in Section 10.02.

                                       3


            "Market Value of the Trust Stock" has the meaning set forth in
Section 8.01 hereof.

            "Member" of the Sponsor means the Trust and any successor to the
Trust in accordance with the terms of this Agreement and the Sponsor Agreement.
"Members" means all such Persons.

            "Net Investment Value" has the meaning set forth in Section 8.01
hereof.

            "1940 Act" means the Investment Company Act of 1940, as amended.

            "1933 Act Registration Statement" has the meaning specified in
Section 2.09(a).

            "1934 Act Registration Statement" has the meaning specified in
Section 2.09(a).

            "Offer Price" has the meaning specified in Section 10.03(b).

            "Original Agreement" has the meaning specified in the recitals to
this Agreement.

            "Outstanding Shares," when used with respect to Shares, means, as of
the date of determination, all Shares theretofore executed and delivered under
this Agreement, except:

            (a) Shares theretofore canceled or delivered for cancelation; and

            (b) Shares in exchange for or in lieu of which other Shares have
      been executed and delivered pursuant to Section 4.05.

            "Person" means any individual, corporation, partnership, joint
venture, trust, limited liability company, unincorporated organization or
government or any agency or political subdivision thereof or any other entity.

            "Property" means all real and personal property acquired by the
Trust, including cash, and any improvements thereto, and shall include both
tangible and intangible property.

            "Regular Trustee" means Peter Stokes in his capacity as Regular
Trustee of the Trust continued hereunder and not in his individual capacity, or
such Regular Trustee's successor in interest in such capacity, or any successor
in interest in such capacity, or any successor Regular Trustee appointed as
herein provided.

            "Relevant Trustee" has the meaning specified in Section 9.06(a).

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

            "Secretary" means the Secretary of the Sponsor with such powers and
duties as set forth in the Sponsor Agreement.

            "Securities Act" means the Securities Act of 1933, as amended.

                                       4


            "Share" means a beneficial interest issued by the Trust representing
an undivided beneficial interest in one underlying Sponsor Share owned by the
Trust.

            "Share Certificate" means a certificate evidencing ownership of
Shares, substantially in the form attached hereto as Exhibit A.

            "Share Register" has the meaning specified in Section 4.03.

            "Shareholder" means a Person in whose name a Share Certificate
representing a Share is registered, such Person being a beneficial owner within
the meaning of the Delaware Statutory Trust Act.

            "Sponsor" has the meaning specified in the preamble to this
Agreement.

            "Sponsor Agreement" means the Amended & Restated Operating Agreement
of the Sponsor, including all exhibits and schedules attached thereto, as
amended from time to time.

            "Sponsor Share" means a limited liability company interest in the
Sponsor within the meaning of the Delaware Limited Liability Company Act, 6 Del.
C. Section 18-101 et seq., as amended from time to time, and includes any and
all benefits to which the holder of Sponsor Shares may be entitled as provided
in the Sponsor Agreement, together with all obligations of such Person to comply
with the terms and provisions of the Sponsor Agreement.

            "Subsidiary" means any corporation, partnership, joint venture,
limited liability company, association or other entity in which the Sponsor
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.

            "Successor Delaware Trustee" has the meaning specified in Section
9.06(b).

            "Ten Percent Holder" has the meaning specified in Article VI.

            "Trading Day" means a day on which the Shares (A) are not suspended
from trading on any national or regional securities exchange or association or
over-the-counter market at the close of business and (B) have traded at least
once on the national or regional securities exchange or association or
over-the-counter market that is the primary market for the trading of the
Shares.


            "Transfer Agent" means, with respect to the Shares and the Sponsor
Shares, -- a national banking association, or any successor(s) thereto.


            "Trust" means the Delaware statutory trust continued hereby and
identified on the cover page of this Agreement.

            "Trust Property" means the Sponsor Shares.

            "Trustees" has the meaning specified in the preamble to this
Agreement.

                                       5


            "Use Agreement" means the District Cooling System Use Agreement
dated as of October 1, 1994 between the City of Chicago, Illinois and MDE
Thermal Technologies, Inc. (formerly known as Exelon Thermal Technologies, Inc.
and formerly before that known as Unicom Thermal Technologies, Inc. and
Northwind, Incorporated), as amended on June 1, 1995, July 15, 1995, February 1,
1996, April 1, 1996, October 1, 1996, November 7, 1996, January 15, 1997, May 1,
1997, August 1, 1997, October 1, 1997, March 12, 1998, June 1, 1998, October 8,
1998, April 21, 1999, March 1, 2000, March 15, 2000, June 1, 2000, August 1,
2001, November 1, 2001, June 1, 2002, June 30, 2004 and as further amended from
time to time.

                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST

            Section 2.01 Name

            (a) The Trust continued by this Agreement shall be known as
"Macquarie Infrastructure Company Trust" and all business of the Trust shall be
conducted in such name. The Sponsor, acting through the Board of Directors, may
change the name of the Trust upon ten (10) Business Days' written notice to the
Shareholders and the Trustees.

            (b) Upon the Manager's written notice of its resignation, in
accordance with the terms of the Management Services Agreement, the Sponsor,
acting through the Board of Directors, shall within thirty (30) days of such
written notice cause the Trust to change its name to remove any reference to
"Macquarie" or the "Macquarie Group"; provided that, to the extent the Sponsor,
acting through the Board of Directors, deems it necessary or advisable, the
Trust may use "Macquarie" in referencing its previous name.

            (c) Upon the termination of the Management Services Agreement and
the removal of the Manager in accordance with the terms of the Management
Services Agreement, the Sponsor, acting through the Board of Directors, shall
cause the Trust to change its name to remove any reference to "Macquarie" or the
"Macquarie Group"; provided that, to the extent the Sponsor, acting through the
Board of Directors, deems it necessary or advisable, the Trust may use
"Macquarie" in referencing its previous name.

            Section 2.02 Office of the Delaware Trustee; Principal Place of
Business

            The address of the Delaware Trustee in the State of Delaware is c/o
Wells Fargo Delaware Trust Company, 919 N. Market Street, Suite 700, Wilmington,
Delaware 19801, Attention: Corporate Trust Services, or such other address in
the State of Delaware as the Delaware Trustee may designate by written notice to
the Shareholders and the Sponsor. The principal executive office of the Trust is
600 Fifth Avenue, 21st Floor, New York, New York 10020.

            Section 2.03 Initial Issuance of Shares

            On April 13, 2004, the Sponsor issued to the Trust, as Member of the
Sponsor, one hundred (100) Sponsor Shares representing all of the issued and
outstanding Sponsor Shares as of such date. The then Regular Trustees
acknowledged receipt of such Sponsor Shares in trust from the Sponsor, which
constitute the Trust Property. In exchange for the Sponsor Shares, the

                                       6


then Regular Trustees caused the Trust to issue one hundred (100) Shares of the
Trust to the Sponsor. At all times, the Trust will have outstanding the
identical number of Shares as the number of Sponsor Shares that have been issued
and are outstanding. At all times, the Sponsor Shares shall comprise the Trust
Property.

            Section 2.04 Trust to Be Sole Member of Sponsor

            The Trust shall be the sole owner of the ownership interests of the
Sponsor represented by one hundred percent (100%) of the Sponsor Shares. For so
long as the Trust remains in existence, the Trust shall not sell or otherwise
transfer any of its Sponsor Shares to any Person. Every holder of Share
Certificates, by holding and receiving the same, agrees with the Trust to be
bound by the terms of this Agreement.

            Section 2.05 Authorized Shares

            The Trust shall be authorized to issue one class of Shares in an
aggregate amount of up to five hundred million (500,000,000) of such Shares. The
Trust is prohibited from issuing any other class of equity securities, any debt
securities or any derivative securities. The aggregate number of Shares that are
authorized may be increased from time to time by the Sponsor, by an amendment of
this Agreement upon the adoption of a resolution by the affirmative vote of at
least a majority of the Board of Directors declaring such amendment to be
advisable and the approval of such amendment by the affirmative vote of the
holders of a majority of the Shares present in person or represented by proxy at
a meeting of the Shareholders.

            Section 2.06 Issuance of Additional Shares

            The Sponsor shall have authority to authorize the issuance, from
time to time, of authorized but unissued Shares and cause the Trust to issue
such additional Shares in exchange for and upon receipt of an equal number of
Sponsor Shares. Upon the issuance of such additional Shares, the Regular Trustee
shall execute in accordance with Section 4.02 one or more Share Certificates in
certificated, fully registered form and shall deliver such Share Certificates to
the Transfer Agent. The Sponsor may sell or distribute the Shares in any manner,
subject to applicable law, that the Board of Directors in its sole discretion
deems appropriate and advisable.

            Section 2.07 Repurchase of Shares at Direction of the Sponsor

            (a) From time to time and at the direction of the Sponsor, acting
through the Board of Directors, the Trust shall conduct a capital reduction,
including the repurchase of any number of Shares issued and outstanding, on
similar terms to the capital reduction simultaneously conducted by the Sponsor
and shall ensure that an identical number of Sponsor Shares and Shares are
issued and outstanding at any one time.

            (b) Any Shares tendered and repurchased by the Trust in accordance
with this Section 2.07 shall be deemed to be authorized and issued, but not
outstanding, and may subsequently be sold or transferred for due consideration.

            Section 2.08 Agreement of Trust

            The purposes of the Trust are to (i) issue Shares represented by the
Share Certificates, each such Share representing an undivided beneficial
interest in one underlying

                                       7


Sponsor Share owned by the Trust, in exchange for Sponsor Shares, (ii) own the
Sponsor Shares and (iii) engage in such other activities as are set forth in
this Agreement. Each person or entity in whose name a Share is registered on the
books of the Trust shall be a "beneficial owner" within the meaning of the
Delaware Statutory Trust Act. It is intended that the Trust shall qualify as a
grantor trust for U.S. federal income tax purposes; consistent with such
treatment the Trustees shall have no power under this Agreement to vary the
investment of the beneficial owners of the Trust. There shall be no implied
duties or obligations of the Trustees hereunder. Any action by the Trustees in
accordance with their respective powers shall constitute the act of and serve to
bind the Trust. The Delaware Trustee shall be a trustee for purposes of
fulfilling the requirements of Section 3807 of the Delaware Statutory Trust Act.
Notwithstanding any other provision of this Agreement, the Delaware Trustee
shall not be entitled to exercise any of the powers, nor shall the Delaware
Trustee have any of the duties and responsibilities, of the Regular Trustee, the
Manager or the Board of Directors described in this Agreement. Notwithstanding
anything herein to the contrary, the Delaware Trustee shall not be liable for
the acts or omissions of the Trust, the Regular Trustee, the Manager or the
Board of Directors.

            Section 2.09 Authorization to Enter into Certain Transactions

            The Sponsor is hereby authorized and directed, on behalf of the
Trust, to engage in the following activities:

            (i) to prepare and file with the Commission and execute, in each
      case on behalf of the Trust, (a) a Registration Statement on Form S-1,
      Form S-2 or Form S-3, as applicable (a "1933 Act Registration Statement"),
      including any pre-effective or post-effective amendments thereto, relating
      to the registration of the Shares under the Securities Act, and (b) as
      applicable, a Registration Statement on Form 8-A (a "1934 Act Registration
      Statement") (including any pre-effective or post-effective amendments
      thereto) relating to the registration of the Shares under Section 12(b) or
      (g) of the Exchange Act;

            (ii) to prepare and file with the New York Stock Exchange and/or any
      other exchange or quotation service and execute, in each case on behalf of
      the Trust, an application therewith and all other applications,
      statements, certificates, agreements and other instruments as shall be
      necessary or desirable to cause the Shares to be listed on the New York
      Stock Exchange and/or any other exchange or quotation service;

            (iii) to prepare and file and execute, in each case on behalf of the
      Trust, such applications, reports, surety bonds, irrevocable consents,
      appointments of attorney for service of process and other papers and
      documents as shall be necessary or desirable to register the Shares under
      the securities or "blue sky" laws of such jurisdictions as the Sponsor, on
      behalf of the Trust, may deem necessary or desirable;

            (iv) to negotiate the terms of, and execute on behalf of the Trust,
      any underwriting agreements, purchase agreements or other agreements
      relating to the initial public offering or any future issuance of the
      Shares in exchange for Sponsor shares;

                                       8


            (v) to execute and deliver, in each case on behalf of the Trust,
      such certifications or reports required by the Sarbanes-Oxley Act of 2002
      from time to time as may be necessary or proper to the conduct of the
      business of the Trust; and

            (vi) to execute and deliver, in each case on behalf of the Trust,
      such agreements, instruments, certificates and documents, and to make
      filings with or representations on behalf of the Trust, to the City of
      Chicago as may be necessary in connection with the potential acquisition
      of Macquarie District Energy Holdings LLC.

            (b) It is hereby acknowledged and agreed that in connection with any
execution, filing or document referred to in clauses (i) - (vi) above, (A) the
Regular Trustee (or his or her attorneys-in-fact and agents or the Sponsor as
permitted herein) is authorized on behalf of the Trust to file and execute such
document on behalf of the Trust and (B) the Delaware Trustee shall not be
required to join in any such filing or execute on behalf of the Trust any such
document.

            Section 2.10 Title to Trust Property

            Legal title to all Trust Property shall be vested at all times in
the Trust and shall be held and administered by the Regular Trustee for the
benefit of the Trust and the Shareholders in accordance with this Agreement.
Each Shareholder shall not have legal title to any part of the Trust Property,
but shall have an undivided beneficial interest in the Sponsor Shares owned by
the Trust.

            Section 2.11 Certain Covenants of the Sponsor

            The Sponsor will use its best efforts, consistent with the terms and
provisions of this Agreement, to cause the Trust to remain classified as a
"grantor trust" for U.S. federal income tax purposes.

                                   ARTICLE III

                           DIVIDENDS AND DISTRIBUTIONS

            Section 3.01 Dividends

            (a) The Regular Trustee shall distribute to the Shareholders all
distributions or dividends received by the Trust with respect to the Sponsor
Shares from the Sponsor within - Business Days of receipt. Any such
distributions or dividends shall be allocated to Shareholders in the same
amounts as any such allocations were made per Sponsor Share by the Sponsor.

            (b) Dividends or distributions on the Shares shall be payable to the
Shareholders thereof as they appear on the Share Register for the Shares on the
relevant record date.

            Section 3.02 Payment Procedures

            Payments of Dividends in respect of the Shares shall be made by (i)
check mailed to the address of the Person entitled thereto as such address shall
appear on the Share Register, or (ii) wire transfer of immediately available
funds to an account maintained by the Person entitled thereto as specified in
the Share Register.

                                       9


            Section 3.03 Tax Returns and Reports

            The Sponsor shall prepare (or cause to be prepared), at the
Sponsor's expense, and file or provide (or cause to be filed or provided) all
U.S. federal, state and local tax and information returns and reports required
to be filed or provided to Shareholders by or in respect of the Trust. In this
regard, the Sponsor shall (a) prepare and file (or cause to be prepared or
filed) Form 1041 or the appropriate Internal Revenue Service form required to be
filed in respect of the Trust in each taxable year of the Trust and (b) prepare
and furnish (or cause to be prepared and furnished) a tax information statement
or such other form or statement, if any, required to be furnished in respect of
the Trust in each taxable year of the Trust. The Sponsor shall use all
reasonable efforts to comply in all material respects with U.S. federal, state
and local withholding and backup withholding tax laws and information reporting
requirements with respect to any payments to Shareholders upon the Shares. To
the extent that the Trust is required to withhold and pay over any amounts to
any authority with respect to Dividends or allocations to any Shareholder, the
amount withheld shall be deemed to be a distribution in the amount of the
withholding to the Shareholder. In the event of any claimed over-withholding,
Shareholders shall be limited to an action against the applicable taxing
jurisdiction. If the amount required to be withheld was not withheld from actual
Dividends paid, the Trust must reduce subsequent Dividends by the amount of such
withholding (but not by the amount of any liability imposed on the Trust as
withholding agent).

                                   ARTICLE IV

                               SHARE CERTIFICATES

            Section 4.01 Initial Ownership

            Upon the formation of the Trust, the Sponsor was, and as of the date
hereof continues to be, the sole beneficial owner of the Trust. The Sponsor
shall have the right to sell or distribute Shares in any manner, subject to
applicable law, that the Board of Directors in its sole discretion deems
appropriate and advisable.

            Section 4.02 Share Certificates

            The Share Certificates shall be issued substantially in the form of
Exhibit A hereto. Each Share Certificate shall bear a serial number, shall
exhibit the Shareholder's name and the number of Shares evidenced thereby and
shall be executed on behalf of the Trust by manual or facsimile signature of the
Regular Trustee. Share Certificates bearing the manual or facsimile signatures
of individuals who were, at the time when such signatures shall have been
affixed, authorized to sign on behalf of the Trust, shall be validly issued and
entitled to the benefit of this Agreement, notwithstanding that such individuals
or any of them shall have ceased to be so authorized prior to the delivery of
such Share Certificates or did not hold such offices at the date of delivery of
such Share Certificates. A transferee of a Share Certificate shall become a
Shareholder, and shall be entitled to the rights and subject to the obligations
of a Shareholder hereunder, upon due registration of such Share Certificate in
such transferee's name pursuant to Section 4.04.

                                       10


            Section 4.03 Share Register

            The Sponsor shall retain the Transfer Agent to keep a register or
registers (herein referred to as the "Share Register") in which shall be
recorded the name and address of each Person owning the Shares evidenced by each
Share Certificate evidencing Shares issued by the Trust, the number of Shares
evidenced by each such Share Certificate, the date of issuance thereof and, in
the case of cancelation, the date of cancelation. Except as otherwise expressly
required by law, the Person in whose name Shares stand on the Share Register of
the Trust shall be deemed the owner and Shareholder of record thereof for all
purposes.

            Section 4.04 Transfer of Shares

            Registration of transfers of Shares shall be made only in the Share
Register of the Trust upon request of the registered Shareholder of such Shares,
or of his attorney thereunto authorized by power of attorney duly executed and
filed with the Transfer Agent, and upon the surrender of the Share Certificate
or Share Certificates evidencing such Shares properly endorsed or accompanied by
a stock power duly executed, together with such proof of authenticity of
signatures as the Transfer Agent may reasonably require. All Share Certificates
surrendered for transfer shall be canceled before new Share Certificates for the
transferred Shares shall be issued. Upon surrender for registration of transfer,
and cancelation, of any Share Certificate, the Regular Trustee shall execute in
the name of the designated transferee or transferees, one or more new Share
Certificates.

            Section 4.05 Mutilated, Lost, Destroyed or Stolen Share Certificates

            Each Shareholder of record of Shares shall promptly notify the Trust
of any mutilation, loss or destruction of any Share Certificate of which such
Shareholder is the recordholder. The Sponsor may, in its discretion, cause the
Transfer Agent to issue a new Share Certificate in place of any Share
Certificate theretofore issued by it and alleged to have been mutilated, lost,
stolen or destroyed, upon surrender of the mutilated Share Certificate or, in
the case of loss, theft or destruction of the Share Certificate, upon
satisfactory proof of such loss, theft or destruction, and the Sponsor may, in
its discretion, require the Shareholder of record of the Shares evidenced by the
lost, stolen or destroyed Share Certificate, or his legal representative, to
give the Transfer Agent a bond sufficient to indemnify the Transfer Agent
against any claim made against it on account of the alleged loss, theft or
destruction of any such Share Certificate or the issuance of such new Share
Certificate.

            Section 4.06 Rights of Shareholders

            The legal title to the Trust Property is vested exclusively in the
Trust in accordance with Section 2.10, and the Shareholders shall not have any
right or title therein other than the undivided beneficial interest in the
Sponsor Shares owned by the Trust conferred by their Shares and they shall have
no right to call for any partition or division of property, profits or rights of
the Trust except as described below. The Shares shall be personal property
giving only the rights specifically set forth therein and in this Agreement. The
Shares shall have no preemptive or similar rights and, when issued and delivered
to Shareholders against payment of the purchase price therefor and otherwise in
accordance with this Agreement, shall be deemed validly issued, fully paid and
nonassessable undivided beneficial interests in the Sponsor Shares owned by the
Trust. Shareholders, in their capacities as such, shall be entitled to the
benefits

                                       11


provided in this Agreement and to the same limitation of personal liability
extended to stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware. Members of the Board of
Directors shall owe the same duties to Shareholders, in their capacities as
such, as they owe to the Trust, as Member of the Sponsor pursuant to the Sponsor
Agreement.

                                    ARTICLE V

                                MEETINGS; VOTING

            Section 5.01 Annual Meetings of Shareholders

            The annual meeting of Shareholders to direct the voting of the
Trust, as Member of the Sponsor, shall be held at such date, at such time and at
such place (if any) within or without the State of Delaware as may be fixed by
resolution of the Board of Directors.

            Section 5.02 Special Meetings of Shareholders

            Special meetings of Shareholders shall be held on such date, at such
time and at such place (if any) within or without the State of Delaware as shall
be designated from time to time by the Board of Directors and stated in the
notice of the meeting. Special meetings of Shareholders may be called at any
time only by the Secretary either at the direction of the Board of Directors
pursuant to a resolution adopted by the Board of Directors or by the Chairman of
the Board.

            Section 5.03 Place of Meeting

            The Board of Directors may designate the place (if any) of meeting
for any meeting of Shareholders. If no designation is made by the Board of
Directors, the place of meeting shall be the principal office of the Sponsor. In
lieu of holding any meeting of Shareholders at a designated place, the Board of
Directors may, in its sole discretion, determine that any meeting of
Shareholders may be held solely by means of remote communication.

            Section 5.04 Notice of Meeting

            (a) A notice of meeting, stating the place (if any), day and hour of
the meeting, and the means of remote communication, if any, by which
Shareholders and proxy holders may be deemed to be present in person and vote at
such meeting, shall be prepared and delivered by the Sponsor not less than
twenty (20) days and not more than sixty (60) days before the date of the
meeting, either personally, by mail or, to the extent and in the manner
permitted by applicable law, electronically, to each Shareholder of record. In
the case of special meetings, the notice shall state the purpose or purposes for
which such special meeting is called. Such further notice shall be given as may
be required by law. Only such business shall be conducted at a special meeting
of Shareholders as shall have been brought before the meeting pursuant to the
Trust's notice of meeting. Any previously scheduled meeting of the Shareholders
may be postponed, and (unless this Agreement otherwise provides) any special
meeting of the Shareholders may be canceled, by resolution of the Board of
Directors upon public notice given prior to the time previously scheduled for
such meeting of Shareholders.

                                       12


            (b) Notice to Shareholders shall be given personally, by mail or, to
the extent and in the manner permitted by applicable law, electronically to each
Shareholder of record. If mailed, such notice shall be delivered by postage
prepaid envelope directed to each holder at such Shareholder's address as it
appears in the records of the Trust and shall be deemed given when deposited in
the United States mail. Notice given by electronic transmission pursuant to this
subsection shall be deemed given: (1) if by facsimile telecommunication, when
directed to a facsimile telecommunication number at which the Shareholder has
consented to receive notice; (2) if by electronic mail, when directed to an
electronic mail address at which the Shareholder has consented to receive
notice; (3) if by posting on an electronic network together with separate notice
to the Shareholder of such specific posting, upon the later of (A) such posting
and (B) the giving of such separate notice; and (4) if by any other form of
electronic transmission, when directed to the Shareholder. An affidavit of the
Secretary or an assistant Secretary or of the Transfer Agent or other agent of
the Sponsor that the notice has been given by personal delivery, mail or a form
of electronic transmission shall, in the absence of fraud, be prima facie
evidence of the facts stated therein.

            (c) Notice of any meeting of Shareholders need not be given to any
Shareholder if waived by such Shareholder either in a writing signed by such
Shareholder or by electronic transmission, whether such waiver is given before
or after such meeting is held. If such a waiver is given by electronic
transmission, the electronic transmission must either set forth or be submitted
with information from which it can be determined that the electronic
transmission was authorized by the Shareholder.

            (d) In order that the Trust may determine the Shareholders entitled
to notice of or to vote at any meeting of Shareholders or any adjournment
thereof, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which record date shall not be more than sixty
(60) or fewer than ten (10) days before the date of such meeting. If no record
date is fixed by the Board of Directors, the record date for determining
Shareholders entitled to notice of or to vote at any meeting of Shareholders or
any adjournment thereof shall be at the close of business on the day next
preceding the day on which notice is given or, if notice is waived, at the close
of business on the day next preceding the day on which the meeting is held.

            Section 5.05 Quorum and Adjournment

            Except as otherwise provided by law or by this Agreement, the
Shareholders present in person or by proxy holding a majority of the outstanding
Shares entitled to vote, shall constitute a quorum at a meeting of Shareholders.
The Chairman of the Board or the holders of a majority of the Shares entitled to
vote so represented may adjourn the meeting from time to time, whether or not
there is such a quorum. The Shareholders present at a duly organized meeting at
which a quorum is present in person or by proxy may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum.

            When a meeting is adjourned to another time and place, if any,
unless otherwise provided by this Agreement, notice need not be given of the
reconvened meeting if the date, time and place, if any, thereof and the means of
remote communication, if any, by which Shareholders and proxyholders may be
deemed to be present in person and vote at such reconvened meeting

                                       13


are announced at the meeting at which the adjournment is taken. At the
reconvened meeting, the Shareholders may transact any business that might have
been transacted at the original meeting. A determination of Shareholders of
record entitled to notice of or to vote at a meeting of Shareholders shall apply
to any adjournment of such meeting; provided, however, that the Board of
Directors may fix a new record date for the reconvened meeting. If an
adjournment is for more than thirty (30) days or if, after an adjournment, a new
record date is fixed for the reconvened meeting, a notice of the reconvened
meeting shall be given to each Shareholder entitled to vote at the meeting.

            Section 5.06 Voting

            (a) Subject to the provisions of this Section 5.06 and Section 5.07,
the Shareholders shall have the exclusive and absolute right to direct the
Regular Trustee with respect to voting of the Trust, as Member of the Sponsor,
with respect to the Sponsor Shares at all times during the term of the Trust.

            (b) When the Trust is required or permitted to vote with respect to
the Sponsor Shares, the Sponsor shall prepare and deliver to the Trustees the
form of proxy materials to enable the Regular Trustee to solicit from the
Shareholders the manner in which they direct the Regular Trustee to vote their
Shares. Shareholders shall be entitled to one vote for each Share in respect of
any matter as to which Members are entitled to vote as provided in the Sponsor
Agreement.

            (c) All Shares shall to the extent practicable under the
circumstances be voted or deemed to have been voted (to the extent that Shares
are not voted) in the same proportion as the Shares are directed to be voted by
the Shareholders, including for purposes of determining a quorum, in favor of,
in opposition to or abstaining from the matter. If such calculation of votes
would require a fractional vote, the Regular Trustee shall vote the next lower
number of whole Shares.

            Section 5.07 Proxies

            At all meetings of Shareholders, a Shareholder may vote by proxy as
provided by the Exchange Act; provided that no proxy shall be voted after three
(3) years from its date, unless the proxy provides for a longer period in
accordance with this Agreement. Any proxy to be used at a meeting of
Shareholders must be filed with the Secretary of the Sponsor or his or her
representative at or before the time of the meeting.

            Section 5.08 Notice of Shareholder Business and Nominations

            (a) Annual Meetings of Shareholders

            (i) Except in the case of the Initial Board, nominations of
      individuals for election to the Board of Directors of the Sponsor, other
      than the Chairman, for so long as the Manager is entitled to appoint a
      director of the Board of Directors to serve as Chairman pursuant to the
      terms of the Management Services Agreement, and the proposal of business
      to be considered by Shareholders, may be made at an annual meeting of
      Shareholders (A) pursuant to the Trust's notice of meeting delivered
      pursuant to Section 5.04 hereof, (B) by or at the direction of the Board
      of Directors or (C) by any

                                       14


      Shareholder who is entitled to vote at the meeting, who complies with the
      notice procedures set forth in clauses (ii) and (iii) of this Section
      5.08(a).

            In addition to any other applicable requirements, for a nomination
      for election of a director to be made by a Shareholder or for business to
      be properly brought before an annual meeting by a Shareholder, such
      Shareholder must (A) be a Shareholder of record on both (1) the date of
      the delivery of such nomination or the date of the giving of the notice
      provided for in this Section 5.08(a) and (2) the record date for the
      determination of Shareholders entitled to vote at such annual meeting and
      (B) have given timely notice thereof in proper written form in accordance
      with the requirements of this Section 5.08 (a) to the Secretary.

            (ii) For nominations or other business to be properly brought before
      an annual meeting by a Shareholder pursuant to clause (C) of paragraph
      (a)(i) of this Section 5.08, a Shareholder must have given timely notice
      thereof in writing to the Secretary and, in the case of business other
      than nominations, such other business must otherwise be a proper matter
      for Shareholder action. To be timely, a Shareholder's notice shall be
      delivered to the Secretary at the principal executive offices of the
      Sponsor not less than one hundred and twenty (120) days nor more than one
      hundred and fifty (150) days prior to the first anniversary of the
      preceding year's annual meeting; provided, however, that, in the case of
      the first annual meeting of Shareholders, a Shareholder's notice shall be
      timely if it is delivered to the Secretary at the principal executive
      offices of the Sponsor not earlier than the one hundred and twentieth
      (120th) day prior to such annual meeting and not later than the close of
      business on the later of the ninetieth (90th) day prior to such annual
      meeting or the tenth (10th) day following the day on which public
      announcement of the date of such meeting is first made. In no event shall
      the public announcement or an adjournment or postponement of an annual
      meeting commence a new time period for the giving of a Shareholder's
      notice as described in this Section 5.08(a).

            Subject to Section 5.08(a)(i), such Shareholder's notice shall set
forth: (A) as to each individual whom such Shareholder proposes to nominate for
election or reelection as a director, all information relating to such
individual that is required to be disclosed in solicitations of proxies for
election of directors in an election contest, or is otherwise required, in
Regulation 14A under the Exchange Act, including such individual's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected; (B) as to any other business that such Shareholder proposes
to bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such Shareholder and the
beneficial owner or holder of Shares, if any, on whose behalf the proposal is
made; and (C) as to such Shareholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made, (1) the name and
address of such Shareholder as they appear on the Trust's books and of such
beneficial owner and (2) the number of Shares which are owned beneficially and
of record by such Shareholder and such beneficial owner.

            Notwithstanding anything in the second sentence of clause (ii) of
this Section 5.08(a) to the contrary, in the event that the number of directors
to be elected to the Board of Directors is increased and there is no public
announcement naming all of the nominees for

                                       15


director or specifying the size of the increased Board of Directors made by the
Sponsor, on behalf of the Trust at least one hundred (100) days prior to the
first anniversary of the preceding year's annual meeting, a Shareholder's notice
required by this Section 5.08 shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it shall
be delivered to the Secretary at the principal executive offices of the Sponsor
not later than the close of business on the tenth (10th) day following the day
on which such public announcement is first made by the Sponsor, on behalf of the
Trust.

            (b) Special Meeting of Shareholders

            Only such business shall be conducted at a special meeting of
Shareholders as shall have been brought before the meeting pursuant to the
Trust's notice of meeting pursuant to Section 5.04 of this Agreement.
Nominations of individuals for election to the Board of Directors, other than
the Chairman, for so long as the Manager is entitled to appoint a director of
the Board of Directors to serve as Chairman pursuant to the terms of the
Management Services Agreement, may be made at a special meeting of Shareholders
at which directors are to be elected pursuant to the Trust's notice of meeting
(i) by or at the direction of the Board of Directors or (ii) by any Shareholder
who is entitled to vote at the meeting who complies with the notice procedures
set forth in this Section 5.08.

            In addition to any other applicable requirements, for a nomination
for election of a director to be made by a Shareholder, such Shareholder must
(A) be a Shareholder of record on both (1) the date of the delivery of such
nomination and (2) the record date for the determination of Shareholders
entitled to vote at such special meeting and (B) have given timely notice
thereof in proper written form in accordance with the requirements of this
Section 5.08(b) to the Secretary.

            In the event the Sponsor, on behalf of the Trust calls a special
meeting of Shareholders for the purpose of electing one or more directors to the
Board of Directors, any such Shareholder may nominate such number of individuals
for election to such position(s) as are specified in the Trust's Notice of
Meeting, if Shareholder's notice as required by clause (ii) of Section 5.08(a)
of this Agreement shall be delivered to the Secretary at the principal executive
offices of the Sponsor not earlier than the one hundred and twentieth (120th)
day prior to such special meeting and not later than the close of business on
the later of the ninetieth (90th) day prior to such special meeting or the tenth
(10th) day following the day on which public announcement is first made of the
date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting. In no event shall the public
announcement of an adjournment or postponement of a special meeting commence a
new time period for the giving of a Shareholder's notice as described above.

            (c) General

            (i) Only individuals who are nominated in accordance with the
      procedures set forth in this Section 5.08 shall be eligible to be elected
      as directors at a meeting of Shareholders and only such business shall be
      conducted at a meeting of Shareholders as shall have been brought before
      the meeting in accordance with the procedures set forth in this Section
      5.08. Except as otherwise provided by applicable law or this Section 5.08,
      the Chairman shall have the power and duty to determine whether a
      nomination or any

                                       16


      business proposed to be brought before the meeting was made in accordance
      with the procedures set forth in this Section 5.08 and, if any proposed
      nomination or business is not in compliance with this Section 5.08, to
      declare that such defective proposal or nomination shall be disregarded.

            (ii) For purposes of this Section 5.08, "PUBLIC ANNOUNCEMENT" shall
      mean disclosure in a press release reported by the Dow Jones News Service,
      Associated Press or comparable national news service or in a document
      publicly filed by the Trust with the Securities and Exchange Commission
      pursuant to Section 13, 14 or 15(d) of the Exchange Act.

            (iii) Notwithstanding the foregoing provisions of this Section 5.08,
      a Shareholder shall also comply with all applicable requirements of the
      Exchange Act and the Rules and Regulations thereunder with respect to the
      matters set forth in this Section 5.08. Nothing in this Section 5.08 shall
      be deemed to affect any rights of Shareholders to request inclusion of
      proposals in the Trust's proxy statement pursuant to Rule 14a-8 under the
      Exchange Act.

            Section 5.09 Procedure for Election of Directors; Voting

            The election of directors submitted to Shareholders at any meeting
shall be decided by a plurality of the votes cast thereon. Except as otherwise
provided by law or this Agreement, all matters other than the election of
directors submitted to Shareholders at any meeting shall be decided by the
affirmative vote of a majority of the Shares present in person or represented by
proxy at the meeting of Shareholders.

            The vote on any matter at a meeting, including the election of
directors, shall be by written ballot. Each ballot shall be signed by
Shareholder voting, or by such Shareholder's proxy, and shall state the number
of Shares voted.

            Section 5.10 Inspectors of Elections; Opening and Closing the Polls

            The Board of Directors by resolution shall appoint one or more
inspectors, which inspector or inspectors shall not be directors, officers or
employees of the Sponsor, to act at the meeting and make a written report
thereof. One or more individuals may be designated as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate has been so
appointed to act, or if all inspectors or alternates who have been appointed are
unable to act, at a meeting of Shareholders, the Chairman of the Board shall
appoint one or more inspectors to act at the meeting. Each such inspector,
before discharging his or her duties, shall take and sign an oath faithfully to
execute the duties of inspector with strict impartiality and according to the
best of his or her ability. The inspectors shall have the duties prescribed by
the General Corporation Law of the State of Delaware as if the Trust were a
Delaware corporation.

            Section 5.11 Confidential Shareholder Voting

            All proxies, ballots and votes, in each case to the extent they
disclose the specific vote of an identified Shareholder, shall be tabulated and
certified by an independent tabulator, inspector of elections and/or other
independent parties and shall not be disclosed to any director, officer or
employee of the Sponsor or Trustee; provided, however, that, notwithstanding the

                                       17


foregoing, any and all proxies, ballots and voting tabulations may be disclosed:
(a) as necessary to meet legal requirements or to assist in the pursuit or
defense of legal action; (b) if the Sponsor concludes in good faith that a bona
fide dispute exists as to the authenticity of one or more proxies, ballots or
votes, or as to the accuracy of any tabulation of such proxies, ballots or
votes; (c) in the event of a proxy, consent or other solicitation in opposition
to the voting recommendation of the Board of Directors; and (d) if a Shareholder
requests or consents to disclosure of such Shareholder's vote or writes comments
on such Shareholder's proxy card or ballot.

            Section 5.12 Waiver of Notice

            Whenever any notice is required to be given to any Shareholder by
the terms of this Agreement, a waiver thereof in writing, signed by the Person
or Persons entitled to such notice, or a waiver thereof by electronic
transmission by the Person or Persons entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving of such
notice. Neither the business to be transacted at, nor the purpose of, any annual
or special meeting of Shareholders need be specified in any written waiver of
notice or any waiver by electronic transmission of such meeting.

            Section 5.13 Remote Communication

            For the purposes of this Agreement, if authorized by the Board of
Directors in its sole discretion, and subject to such guidelines and procedures
as the Board of Directors may adopt, Shareholders and proxyholders may, by means
of remote communication:

            (a) participate in a meeting of Shareholders; and

            (b) be deemed present in person and vote at a meeting of
Shareholders, whether such meeting is to be held at a designated place or solely
by means of remote communication,

provided, however, that (i) the Sponsor, on behalf of the Trust, shall implement
reasonable measures to verify that each Person deemed present and permitted to
vote at the meeting by means of remote communication is a Shareholder or
proxyholder, (ii) the Sponsor, on behalf of the Trust, shall implement
reasonable measures to provide such Shareholders and proxyholders a reasonable
opportunity to participate in the meeting and to vote on matters submitted to
Shareholders, including an opportunity to read or hear the proceedings of the
meeting substantially concurrently with such proceedings, and (iii) if any
Shareholder or proxyholder votes or takes other action at the meeting by means
of remote communication, a record of such vote or other action shall be
maintained by the Sponsor, on behalf of the Trust.

            Section 5.14 Inspection of Records

            (a) The Sponsor, on behalf of the Trust, shall keep or cause to be
kept at the principal place of business of the Trust appropriate books and
records with respect to the Trust, including, without limitation, all books and
records necessary to provide to the Shareholders any information, lists and
copies of documents required to be provided pursuant to applicable law. Any
books and records maintained by or on behalf of the Trust in the regular course
of its business, including, without limitation, the record of the Shareholders,
books of account and records of Trust proceedings, may be kept in electronic or
any other form, provided that the

                                       18


books and records so maintained are convertible into clearly legible written
form within a reasonable period of time.

            (b) The Sponsor shall make, at least ten (10) days before every
meeting of Shareholders, a complete list of the Shareholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
Shareholder and the number of Shares registered in the name of each Shareholder.
Such list shall be open to the examination of any Shareholder, for any purpose
germane to the meeting for a period of at least ten (10) days prior to the
meeting: (i) on a reasonably accessible electronic network, provided that the
information required to gain access to such list is provided with the notice of
the meeting, or (ii) during ordinary business hours, at the principal place of
business of the Trust. In the event that the Sponsor determines to make the list
available on an electronic network, the Sponsor may take reasonable steps to
ensure that such information is available only to Shareholders. The list shall
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any Shareholder who is present.

            Any Shareholder, in person or by attorney or other agent, shall,
upon written demand stating the purpose thereof, have the right during the usual
business hours to inspect for any proper purpose, and to make copies and
extracts from: (1) the Trust's Share Register, a list of the Shareholders, and
its other books and records; (2) the Sponsor's books and records; or (3) a
Subsidiary's books and records or copies thereof in electronic form; to the
extent that (i) the Sponsor has actual possession and control of such records of
such Subsidiary, or (ii) the Sponsor could obtain such records through the
exercise of control over such Subsidiary, provided that as of the date of the
making of the demand (A) Shareholder inspection of such books and records of the
Subsidiary of the Sponsor would not constitute a breach of an agreement between
the Sponsor or the Subsidiary and a Person or Persons not Affiliated with the
Sponsor, and (B) the Subsidiary would not have the right under the law
applicable to it to deny the Sponsor access to such books and records upon
demand by the Sponsor. In every instance where the beneficial holder of Shares
is not a holder of record, the demand shall state the Person's status as a
beneficial holder of Shares, be accompanied by documentary evidence of
beneficial ownership of Shares, and state that such documentary evidence is a
true and correct copy of what it purports to be. A proper purpose shall mean a
purpose reasonably related to such Person's interest as a Shareholder or
beneficial holder of Shares.

                                   ARTICLE VI

                  DISCLOSURE REQUIREMENTS FOR 10% SHAREHOLDERS

            To ensure the Trust's compliance with its obligations under the Use
Agreement, in the event the Sponsor or any Subsidiary, or both, is required to
obtain the approval of the City of Chicago (or any department or agency thereof)
for any specific matter, including, but not limited to, the amendment of the Use
Agreement, or otherwise determines to request that the City of Chicago (or any
department or agency thereof) take action with respect to any matter, the
Sponsor shall deliver to the Transfer Agent notice of such approval requirement
or request for action and a copy of the then current form of the City of Chicago
Economic Disclosure Statement and Affidavit and cause the Transfer Agent to mail
a copy of such notice to any Beneficial Holder holding ten percent or more of
the then issued and outstanding Shares (each, a "Ten Percent Holder"). Within
thirty (30) days of the mailing of such notice, each Ten Percent

                                       19


Holder shall provide to the Sponsor for filing with the City of Chicago a
completed City of Chicago Economic Disclosure Statement and Affidavit, a
standard form of which is attached hereto as Exhibit B. Each Ten Percent Holder
shall provide any supplemental statements, affidavits or material required to
update any Economic Disclosure Statement and Affidavit filed with the City of
Chicago as required by the City of Chicago and as requested by the Sponsor from
time to time.

                                  ARTICLE VII

             RIGHT OF SHAREHOLDERS TO ENFORCE PROVISIONS OF SPONSOR
                     AGREEMENTS AND BRING DERIVATIVE ACTION

            (a) Each Shareholder shall have the right to institute any legal
proceeding against the Sponsor to enforce the provisions of the Sponsor
Agreement.

            (b) Shareholders holding at least ten percent (10%) or more of the
Shares shall have the right to cause the Trust to institute any legal proceeding
for any remedy available to the Trust as the sole Member of the Sponsor,
including bringing a derivative action under the Limited Liability Company Act,
and such Shareholders may direct the time, method and place of conducting any
such legal proceeding brought by the Trust.

                                  ARTICLE VIII

              SHAREHOLDER VOTE REQUIRED IN CONNECTION WITH CERTAIN
                      BUSINESS COMBINATIONS OR TRANSACTIONS




            Section 8.01 Vote Generally Required. Except as provided in Sections
10.02 and 10.03 and subject to the provisions of Section 8.03 hereof, neither
the Trust or the Sponsor shall: (a) merge or consolidate with or into any
limited liability company, corporation, statutory trust, business trust or
association, real estate investment trust, common-law trust or any other
unincorporated business, including a partnership, or (b) sell, lease or exchange
all or substantially all of its Property and assets, unless the Sponsor, acting
through the Board of Directors, adopts a resolution approving such action and
unless such action shall be approved by the affirmative vote of the holders of a
majority of the Shares outstanding and entitled to vote thereon; provided,
however, that any Shares held by the Manager or an Affiliate or Associate of the
Manager, shall not be entitled to vote to approve any merger or consolidation
with or into, or sale, lease or exchange to, the Manager or any Affiliate or
Associate thereof. The notice of the meeting at which such resolution is to be
considered will so state.


            For the purposes of this Article VIII, the following terms have the
following meanings:

            "Associate" has the meaning ascribed to such term in Rule 12b-2 of
the General rules promulgated under the Exchange Act.

            "Business Combination" means:

            (i) any merger or consolidation of the Trust, the Sponsor or any
      Subsidiary thereof with (A) an Interested Shareholder, or (B) any other
      Person (whether or not itself an Interested Shareholder) that is, or after
      such merger or consolidation would be, an Affiliate or Associate of an
      Interested Shareholder; or

                                       20


            (ii) any sale, lease, exchange, mortgage, pledge, transfer or other
      disposition (in one transaction or a series of transactions) to or with,
      or proposed by or on behalf of, an Interested Shareholder or an Affiliate
      or Associate of an Interested Shareholder of any assets of the Trust, the
      Sponsor or any Subsidiary thereof having an aggregate Fair Market Value of
      not less than ten percent (10%) of the Net Investment Value of the Trust;
      or

            (iii) the issuance or transfer by the Trust, the Sponsor or any
      Subsidiary thereof (in one transaction or a series of transactions) of any
      securities of the Trust, the Sponsor or any Subsidiary to, or proposed by
      or on behalf of, an Interested Shareholder or an Affiliate or Associate of
      an Interested Shareholder in exchange for cash, securities or other
      property (or a combination thereof) having an aggregate Fair Market Value
      of not less than ten percent (10%) of the Net Investment Value of the
      Trust; or

            (iv) any spinoff or split-up of any kind of the Trust, the Sponsor
      or any Subsidiary thereof, proposed by or on behalf of an Interested
      Shareholder or an Affiliate or Associate of an Interested Shareholder; or

            (v) any reclassification of the Shares (including any reverse split
      of Shares) or recapitalization of the Trust, or any merger or
      consolidation of the Trust with any Subsidiary thereof, or any other
      transaction (whether or not with or into or otherwise involving an
      Interested Shareholder), that has the effect, directly or indirectly, of
      increasing the percentage of the outstanding shares of (A) the Shares or
      any class of equity securities of any Subsidiary thereof or (B) any class
      of securities of any Subsidiary convertible into or exchangeable for
      Shares or equity securities of any Subsidiary, that are directly or
      indirectly owned by an Interested Shareholder and its Affiliates and
      Associates; or

            (vi) any agreement, contract or other arrangement providing for any
      one or more of the actions specified in clauses (i) through (v) above.

            "Continuing Director" means (i) any director of the Board of
Directors who (A) is neither the Interested Shareholder involved in the Business
Combination as to which a determination of Continuing Directors is provided
hereunder, nor an Affiliate, Associate, employee, agent or nominee of such
Interested Shareholder, or a relative of any of the foregoing, and (B) was a
member of the Board of Directors prior to the time that such Interested
Shareholder became an Interested Shareholder, or (ii) any successor of a
Continuing Director described in clause (i) above who is recommended or elected
to succeed a Continuing Director by the affirmative vote of a majority of
Continuing Directors then on the Board of Directors.

            "Fair Market Value" means: (i) in the case of equity securities, the
average of the closing sale prices during the ten (10)-day period immediately
preceding the date in question of such equity securities:

            (1) on the New York Stock Exchange (regular way);

                                       21


            (2) if such equity securities are not listed for trading on the
      NYSE, as reported in the composite transactions for the principal U.S.
      national or regional securities exchange on which such equity securities
      are so listed;

            (3) if such equity securities are not so listed on a principal U.S.
      national or regional securities exchange, the price as reported by the
      Nasdaq National Market;

            (4) if such equity securities are not so reported, the last quoted
      bid price for such equity securities, in the over-the-counter market as
      reported by the National Quotation Bureau or a similar organization; or

            (5) if such equity securities are not so quoted, the fair market
      value of such equity securities, as determined by a majority of the
      Continuing Directors in good faith;

and (ii) in the case of Property other than cash or equity securities, the fair
market value of such Property on the date in question as determined by a
majority of the Continuing Directors in good faith.

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

            "Interested Shareholder" means any Person (other than the Manager,
the Trust, the Sponsor or any Subsidiary of the Sponsor, any employee benefit
plan maintained by the Sponsor, any Subsidiary or any trustee or fiduciary with
respect to any such plan when acting in such capacity) that:

            (i) is, or was at any time within the three-year period immediately
      prior to the date in question, the Beneficial Owner of fifteen percent
      (15%) or more of the then outstanding Shares and who did not become the
      Beneficial Owner of such amount of Shares pursuant to a transaction that
      was approved by the Sponsor, acting through the Board of Directors; or

            (ii) is an assignee of, or has otherwise succeeded to, any Shares of
      which an Interested Shareholder was the Beneficial Owner at any time
      within the three-year period immediately prior to the date in question, if
      such assignment or succession shall have occurred in the course of a
      transaction, or series of transactions, not involving a public offering
      within the meaning of the Securities Act.

            For the purpose of determining whether a Person is an Interested
Shareholder, the Shares that may be issuable or exchangeable by the Trust to the
Interested Shareholder pursuant to any agreement, arrangement or understanding,
or upon the exercise of conversion rights, warrants or options, or otherwise,
shall be included, but not any other Shares that may be issuable or exchangeable
by the Trust pursuant to any agreement, arrangement or understanding, or upon
the exercise of conversion rights, warrants or options, or otherwise, to any
Person who is not the Interested Shareholder.

            "Managed Subsidiary" means Macquarie Infrastructure Company Inc.,
Macquarie Yorkshire LLC, South East Water LLC, Communications Infrastructure
LLC, and, any directly

                                       22


owned Subsidiary of the Sponsor that becomes party to the Management Services
Agreement, from time to time.

            "Market Value of the Trust Stock" means the product of (1) the
average number of shares of Trust Stock issued and outstanding, other than
treasury Shares during the last fifteen (15) Trading Days in the most recent
full Fiscal Quarter multiplied by (2) the volume weighted average trading price
per share of Trust Stock traded on the NYSE over those fifteen (15) Trading
Days.

            "Net Investment Value" means:

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

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

            (c) the value of Future Investments of the Sponsor and/or any of its
Subsidiaries other than cash or cash equivalents, as calculated by the Manager
and approved by a majority of the Continuing Directors; provided that such
Future Investment has not been outstanding for more than two consecutive full
Fiscal Quarters; less

            (d) the aggregate amount held by the Sponsor 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).

            Section 8.02 Vote for Business Combinations. The affirmative vote of
the holders of record of outstanding Shares represented by at least sixty-six
and two-thirds percent (66 2/3%) of the then outstanding Shares (excluding
Shares held by the Interested Shareholder or any Affiliate or Associate of an
Interested Shareholder) shall be required to approve any Business Combination.
Such affirmative vote shall be required notwithstanding the fact that no vote
may be required, or that a lesser percentage may be specified, by law or in any
agreement with any securities exchange or otherwise.

            Section 8.03 Power of Continuing Directors. The Continuing Directors
shall have the power and duty to determine, on the basis of information known to
them after reasonable inquiry, all facts necessary to determine compliance with
this Article VIII, including, without limitation, (a) whether a Person is an
Interested Shareholder, (b) the number of Shares beneficially owned by any
Person, (c) whether a Person is an Affiliate or Associate of another and (d) the
Fair Market Value of the Shares, the Sponsor Shares or the equity securities of
any Subsidiary thereof; and the good faith determination of the Continuing
Directors on such matters shall be conclusive and binding for all the purposes
of this Article VIII.

            Section 8.04 No Effect on Fiduciary Obligations. Nothing contained
in this Article shall be construed to relieve the members of the Board of
Directors or an Interested Shareholder from any fiduciary obligation imposed by
law.

            Section 8.05 Miscellaneous. In addition to any affirmative vote
required by law or by this Agreement, the affirmative vote of a majority of the
then outstanding Shares held by

                                       23


the Shareholders that are not held by the Interested Shareholder or an Affiliate
or Associate of an Interested Shareholder shall be required to approve the sale
or transfer by an Interested Shareholder or an Affiliate or Associate of an
Interested Shareholder to the Trust, the Sponsor or any Subsidiary (in one
transaction or a series of transactions) of any Shares, securities of the
Sponsor or any Subsidiary in exchange for cash, securities of the Sponsor or any
Subsidiary. Such affirmative vote shall be required notwithstanding the fact
that no vote may be required, or that a lesser percentage may be specified, by
law or in any agreement with any securities exchange or otherwise.

                                   ARTICLE IX

                                  THE TRUSTEES

            Section 9.01 Certain Duties and Responsibilities

            (a) In addition to the duties and responsibilities provided for in
Sections 3.01 and 5.05, the Regular Trustee shall have the following exclusive
duties:

            (i) to maintain bank accounts, brokerage accounts and other custody
      accounts that receive Trust income and receipts from which Trust
      expenditures and distributions are disbursed;

            (ii) to maintain evidence of intangible Trust assets;

            (iii) to maintain Trust records;

            (iv) to maintain an office for Trust business;

            (v) to originate, facilitate and review Trust reports and other
      Trust communications;

            (vi) to execute documents and authorize Trust account transactions;

            (vii) to retain accountants, attorneys, agents and other advisors in
      connection with its duties under this Agreement;

            (viii) to file reports and returns on behalf of the Trust with
      government agencies to the extent required by law and as specifically
      directed in writing by the Sponsor; and

            (ix) to perform such other actions as are necessary to effect any of
      the foregoing duties; provided, however, that no action may be taken by
      the Regular Trustee to extent that such action would cause the Regular
      Trustee to be considered to have the power to vary the investment of the
      beneficial owners or otherwise to cause the Trust no longer to qualify as
      a grantor trust for U.S. federal income tax purposes.

            (b) The duties and responsibilities of the Trustees shall be as
provided by this Agreement. Except as provided in Section 2.09(a), the Sponsor
hereby acknowledges and agrees that the Trustees are authorized, directed and
instructed to act, only as specifically authorized in writing by the Sponsor.

                                       24


            Any written instructions, notwithstanding any error in the
transmission thereof or that such instructions may not be genuine, shall, as
against the Sponsor and in favor of the Trustees, be conclusively deemed to be
valid instructions from the Sponsor to the Trustees for the purposes of this
Agreement, if reasonably believed by the Trustees to be genuine and if not
otherwise insufficient on the face of such written instructions; provided,
however, that a Trustee in its discretion may decline to act upon any
instructions where they are not received by such Trustee in sufficient time for
such Trustee to act upon or in accordance with such instructions, where such
Trustee has reasonable grounds for concluding that the same have not been
accurately transmitted or are not genuine or where such Trustee believes in good
faith that complying with such instructions is contrary to law or might subject
such Trustee to any liability. If a Trustee declines to act upon any
instructions for any reason set out in the preceding sentence, it shall notify
the Sponsor and the other Trustees in writing forthwith after it so declines.

            (c) The Trustees shall not be liable for any act or omission in the
course of or connected with their performance hereunder, except only that each
Trustee shall be subject to liability and assume the entire responsibility for
direct damages suffered by the Sponsor or any other Person occasioned by such
Trustee's own gross negligence or willful misconduct or the gross negligence or
willful misconduct of any of such Trustee's directors, officers or employees in
the rendering of its performance hereunder, as determined by a court of
competent jurisdiction.

            (d) The Trustees shall incur no liability to anyone in acting upon
any document reasonably believed by them to be genuine (which is not
insufficient on its face) and to have been signed by the proper Person or
Persons. The Trustees may accept a certified copy of a resolution of the board
of directors or other governing body of any corporate party as conclusive
evidence that such resolution has been duly adopted by such body and that the
same is in full force and effect. As to any fact or matter the manner of
ascertainment of which is not specifically prescribed herein, the Trustees may
for all purposes hereof rely on a certificate, signed by the Sponsor, as to such
fact or matter, and such certificate, if relied upon by the Trustees in good
faith, shall constitute full protection to the Trustees for any action taken or
omitted to be taken by them in good faith in reliance thereon.

            In no event shall the Trustees be liable for (A) acting in
accordance with instructions from the Sponsor, (B) special or consequential
damages or (C) the acts or omissions of their nominees, correspondents,
designees, agents or subagents appointed by them in good faith.

            (e) In the event that the Trustees are unsure of the course of
action to be taken by them hereunder, the Trustees may request instructions from
the Sponsor and, to the extent the Trustees follow such instructions in good
faith, they shall not be liable to any Person. In the event that no instructions
are provided within the time requested by the Trustees, they shall have no duty
or liability for their failure to take any action or for any action they take in
good faith and in accordance with the terms hereof.

                                       25


            Section 9.02 Not Responsible for Recitals or Issuance of Shares

            The recitals contained herein and in the Share Certificates shall
not be taken as the statements of the Trustees, and the Trustees do not assume
any responsibility for their correctness.

            Section 9.03 May Hold Shares

            Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Shares and
may otherwise deal with the Trust with the same rights it would have if it were
not a Trustee or such other agent.

            Section 9.04 Compensation; Indemnity; Fees

            The Sponsor agrees:

            (a) to pay the Delaware Trustee from time to time such compensation
      for all services rendered by them hereunder as the parties shall agree
      from time to time in writing (which compensation shall not be limited by
      any provision of law in regard to the compensation of a trustee of an
      express trust);

            (b) except as otherwise expressly provided herein, to reimburse the
      Delaware Trustee upon request for all reasonable expenses, disbursements
      and advances incurred or made by the Delaware Trustee in accordance with
      any provision of this Agreement (including the reasonable compensation and
      the expenses and disbursements of its agents and counsel), except any such
      expense, disbursement or advance determined by a court of competent
      jurisdiction to have been caused by its own gross negligence or willful
      misconduct; and

            (c) the Sponsor agrees, to the fullest extent permitted by
      applicable law, to indemnify and hold harmless (i) the Trustees, (ii) any
      officer, director, shareholder, employee, representative or agent of the
      Trustees, and (iii) any employee or agent of the Trust (referred to herein
      as an "Indemnified Person") from and against any loss, damage, liability,
      tax, penalty, expense or claim of any kind or nature whatsoever incurred
      by such Indemnified Person by reason of the creation, operation or
      termination of the Trust or any act or omission performed or omitted by
      such Indemnified Person in good faith on behalf of the Trust and in a
      manner such Indemnified Person reasonably believed to be within the scope
      of authority conferred on such Indemnified Person by this Agreement,
      except that no Indemnified Person shall be entitled to be indemnified in
      respect of any loss, damage or claim incurred by such Indemnified Person
      by reason of gross negligence or willful misconduct with respect to such
      acts or omissions.

            Section 9.05 Delaware Trustee Required; Eligibility of Trustees

            (a) There shall at all times be a Delaware Trustee hereunder with
respect to the Shares. The Delaware Trustee shall be either (i) a natural person
who is at least 21 years of age and a resident of the State of Delaware or (ii)
a legal entity with its principal place of business in the State of Delaware and
that otherwise meets the requirements of applicable Delaware law that shall act
through one or more persons authorized to bind such entity. If at any time the
Delaware

                                       26


Trustee with respect to the Shares shall cease to be eligible in accordance with
the provisions of this Section 9.05, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article IX.

            (b) There shall at all times be one Regular Trustee hereunder with
respect to the Shares. The Regular Trustee shall be either a natural person who
is at least 21 years of age or a legal entity that shall act through one or more
persons authorized to bind that entity.

            Section 9.06 Resignation and Removal; Appointment of Successor

            (a) Subject to Sections 9.06(b) and 9.06(c), any Trustee (the
"Relevant Trustee") may be appointed or removed without cause at any time by the
Sponsor.

            (b) The Trustee that acts as Delaware Trustee shall not be removed
in accordance with Section 9.06(a) until a successor possessing the
qualifications to act as Delaware Trustee under Section 9.05 (a "Successor
Delaware Trustee") has been appointed and has accepted such appointment by
instrument executed by such Successor Delaware Trustee and delivered to the
Trust, the Sponsor and the removed Delaware Trustee.

            (c) A Trustee appointed to office shall hold office until his, her
or its successor shall have been appointed or until his, her or its death,
removal, resignation, dissolution or liquidation. Any Trustee may resign from
office (without need for prior or subsequent accounting) by an instrument in
writing with thirty (30) days notice signed by the Trustee and delivered to the
Sponsor and the Trust, which resignation shall take effect upon such later date
as is specified therein; provided, however, that no such resignation of the
Trustee that acts as the Delaware Trustee shall be effective until a Successor
Delaware Trustee has been appointed and has accepted such appointment by
instrument executed by such Successor Delaware Trustee and delivered to the
Trust, the Sponsor and the resigning Delaware Trustee.

            (d) If no Successor Delaware Trustee shall have been appointed and
accepted appointment as provided in this Section 9.06 within sixty (60) days
after delivery pursuant to this Section 9.06 of an instrument of resignation or
removal, the Delaware Trustee resigning or being removed, as applicable, may
petition, at the expense of the Sponsor, any court of competent jurisdiction for
appointment of a Successor Delaware Trustee. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper, appoint a Successor
Delaware Trustee.

            (e) No Delaware Trustee shall be liable for the acts or omissions to
act of any Successor Delaware Trustee, as the case may be.

            (f) Notwithstanding the foregoing or any other provision of this
Agreement, in the event a Regular Trustee or a Delaware Trustee who is a natural
person dies or becomes, solely in the opinion of the Sponsor, incompetent or
incapacitated, the vacancy created by such death, incompetence or incapacity may
be filled by the Sponsor (with the successor in each case being a Person who
satisfies the eligibility requirement for the Regular Trustee or the Delaware
Trustee, as the case may be, set forth in Section 9.05).

            (g) The indemnity provided to a Trustee under Section 9.04 shall
survive any Trustee's resignation or removal and the termination of this
Agreement.

                                       27


            Section 9.07 Acceptance of Appointment by Successor

            (a) In case of the appointment hereunder of a Successor Trustee,
such Successor Trustee so appointed shall execute, acknowledge and deliver to
the Trust and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers and duties of the
retiring Trustee; but, on the request of the Sponsor or the Successor Trustee,
such retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such Successor Trustee all the rights and powers of
the retiring Trustee.

            (b) No Successor Trustee shall accept its appointment unless at the
time of such acceptance such Successor Trustee shall be qualified and eligible
under this Article IX.

            Section 9.08 Merger, Conversion, Consolidation or Succession to
Business

            Any Person into which the Delaware Trustee or the Regular Trustee
that is not a natural person may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which such Relevant Trustee shall be a party, or any Person
succeeding to all or substantially all the corporate trust business of such
Relevant Trustee, shall be the successor of such Relevant Trustee hereunder,
provided such Person shall be otherwise qualified and eligible under this
Article IX, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. Section 9.09 Number of Trustees

            (a) The number of Trustees shall be two, provided that the Sponsor
may increase or decrease the number of Regular Trustees.

            (b) If a Trustee ceases to hold office for any reason and the number
of Regular Trustees is not reduced pursuant to Section 9.09(a), or if the number
of Trustees is increased pursuant to Section 9.09(a), a vacancy shall occur. The
vacancy shall be filled by a Successor Trustee appointed in accordance with
Section 9.06.

            (c) The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Trustee shall not operate
to annul the Trust.

            Section 9.10 Delegation of Power

            (a) Any Regular Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of executing any documents contemplated in Section
2.09(a).

            (b) The Regular Trustee shall have power to delegate from time to
time to such of their number or to the Sponsor the doing of such things and the
execution of such instruments either in the name of the Trust or the names of
the Regular Trustee or otherwise as the Regular Trustee may deem expedient, to
the extent such delegation is not prohibited by applicable law or contrary to
the provisions of the Trust, as set forth herein.

                                       28


            Section 9.11 Appointment of Regular Trustees

            (a) The Regular Trustee shall be Peter Stokes, an individual and his
successor shall be appointed by the Sponsor. Upon any resignation or removal,
the Sponsor shall appoint a successor Regular Trustee.

            (b) Whenever a vacancy in the number of Regular Trustees shall
occur, until such vacancy is filled by the appointment of a Regular Trustee in
accordance with this Section 9.11 or Section 9.06, the Regular Trustees in
office, if any, regardless of their number (and not withstanding any other
provision of this Agreement), shall have all the powers granted to the Regular
Trustee and shall discharge all the duties imposed upon the Regular Trustee by
this Agreement.

                                    ARTICLE X

                           TERMINATION AND DISSOLUTION

            Section 10.01 Termination or Dissolution

            Unless terminated as provided herein, the Trust shall continue
without limitation of time. If an Early Termination Event specified in Section
10.04 occurs, the Trust shall be dissolved, and one Sponsor Share shall be
distributed to each Shareholder in exchange for each outstanding Share.

            Section 10.02 Circumstances Under Which Shares Will Be Exchanged for
Sponsor Shares

            In the event that the Sponsor, acting through the Board of
Directors, (i) determines that either (A) the Trust or the Sponsor, or both, is,
or is reasonably likely to be, treated as a corporation for U.S. federal income
tax purposes, (B) the Trust is, or is reasonably likely to be, required to issue
Schedules K-1 to Shareholders or (C) the existence of the Trust otherwise
results, or is reasonably likely to result, in a material tax detriment to the
Trust, Shareholders, the Sponsor or any Member of the Sponsor and (ii) obtains
an opinion of counsel of national reputation to such effect, the Sponsor, acting
through the Board of Directors (a) shall declare a record date and deliver a
mandatory instruction to the Regular Trustee, together with any opinions of
counsel or officers' certificates of the Sponsor as the Regular Trustee may
reasonably request, directing the Regular Trustee to (i) deliver one Sponsor
Share to each Shareholder in exchange for such outstanding Share (the "Mandatory
Exchange") and (ii) dissolve the Trust and (b) shall deliver to the Transfer
Agent notice of such Mandatory Exchange and shall cause the Transfer Agent to
mail a copy of such notice to the Shareholders at least thirty (30) days prior
to the Mandatory Exchange. Simultaneously with the completion of such Mandatory
Exchange, each Shareholder immediately prior to the completion of the Mandatory
Exchange shall be admitted to the Sponsor as a Shareholder in respect of an
equal number of Sponsor Shares previously held by the Trust and each Shareholder
shall be issued a certificate evidencing the same, in accordance with the
provisions of the Sponsor Agreement. Immediately whereafter the Trust shall be
deemed withdrawn from the Sponsor as a Shareholder in respect of such Sponsor
Share(s), and the Trust shall tender its certificates evidencing Sponsor Shares
to the Transfer Agent for cancelation.

                                       29


            Section 10.03 Right to Acquisition Exchange

            If at any time one Person is the beneficial holder of more than
ninety percent (90%) of the then outstanding Shares (the "Acquirer"), such
Acquirer shall then have the right to direct the Sponsor, acting through the
Board of Directors, to (i) declare a record date and deliver a mandatory
instruction to the Regular Trustee directing the Regular Trustee to (A) deliver
the Sponsor Shares to Shareholders, including the Acquirer, in exchange for all
of the outstanding Shares (the "Acquisition Exchange") and (B) dissolve the
Trust and (ii) deliver to the Transfer Agent notice of such Acquisition Exchange
and cause the Transfer Agent to mail a copy of such notice to Shareholders at
least thirty (30) days prior to the Acquisition Exchange. Simultaneously with
the completion of such Acquisition Exchange, each Shareholder immediately prior
to the completion of the Acquisition Exchange shall be admitted to the Sponsor
as a Shareholder in respect of an equal number of Sponsor Shares previously held
by the Trust and shall be issued a certificate evidencing the same, in
accordance with the provisions of the Sponsor Agreement, immediately whereafter
the Trust shall be deemed withdrawn from the Sponsor as a Shareholder in respect
of such Sponsor Share(s), and the Trust shall tender its certificates evidencing
Sponsor Shares to the Sponsor for cancelation.

            Section 10.04 Early Termination

            The Trust shall dissolve upon the first to occur of any of the
following events (each an "Early Termination Event"):

            (a) the occurrence of a Mandatory Exchange or an Acquisition
      Exchange;

            (b) the dissolution or liquidation of the Sponsor;

            (c) receipt by the Regular Trustee of written notice from the
      Sponsor at any time (which notice is optional and wholly within the
      discretion of the Sponsor) of its intention to dissolve the Trust and
      distribute the Sponsor Shares in exchange for the Shares; or

            (d) an order for dissolution of the Trust shall have been entered by
      a court of competent jurisdiction.

            Section 10.05 Termination of Obligations

            The respective obligations and responsibilities of the Trustees and
the Trust continued hereby shall terminate upon the latest to occur of the
following:

            (a) the payment of all expenses owed by the Trust;

            (b) the discharge of all administrative duties of the Regular
      Trustee; and

            (c) the filing of a certificate of cancelation canceling the Trust's
      certificate of trust with the Secretary of State of the State of Delaware
      by the Regular Trustee.

                                       30


                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

            Section 11.01 Limitation of Rights of Shareholders

            The death or incapacity of any person having an interest, beneficial
or otherwise, in Shares shall not operate to terminate this Agreement, nor
entitle the legal representatives or heirs of such person or any Shareholder for
such person to claim an accounting, take any action or bring any proceeding in
any court for a partition or winding-up of the arrangements contemplated hereby,
nor otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.

            Section 11.02 Amendment

            This Agreement may be amended from time to time by the Sponsor,
acting through the Board of Directors, and by the Regular Trustee at the
direction of the Sponsor, acting through the Board of Directors; provided,
however, that no such amendment shall alter the rights, powers or immunities of
the Delaware Trustee without its written consent. Notwithstanding any other
provisions of this Agreement, the Sponsor shall not, and no Trustee shall, (i)
enter into or consent to any amendment to this Agreement which would cause the
Trust to fail or cease to qualify for the exemption from the status of an
"investment company" under the 1940 Act or be classified as other than a grantor
trust for U.S. federal income tax purposes, (ii) cause the Trust to issue a
class of equity securities other than the Shares or issue any debt securities or
any derivative securities or amend the provision of Section 2.05 of this
Agreement prohibiting such issuance or (iii) enter into or consent to any
amendment to this Agreement that would affect the exclusive and absolute right
of the Shareholders to direct the voting of the Trust, as Member of the Sponsor,
pursuant to Section 5.05 of this Agreement, with respect to all matters reserved
for the vote of Members pursuant to the provisions of the Sponsor Agreement;
provided, however, that Section 2.05 and this Section 11.02 of this Agreement
may not be amended without the affirmative vote of a majority of the Shares
present in person or represented by proxy at a meeting of Shareholders.

            Section 11.03 Separability

            In case any provision in this Agreement or in the Share Certificates
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

            Section 11.04 Specific Performance

            The Sponsor and the Trustees agree that each party to this Agreement
would be irreparably damaged if any of the provisions of this Agreement were not
performed in accordance with their specific terms and that monetary damages
would not provide an adequate remedy in such event. Accordingly, it is agreed
that, in addition to any other remedy to which the nonbreaching party may be
entitled, at law or in equity, each nonbreaching party shall be entitled to
injunctive relief to prevent breaches of the provisions of this Agreement and
specifically to enforce the terms and provisions hereof in any action instituted
in any court of the United States or any state thereof having subject matter
jurisdiction thereof.

                                       31


            Section 11.05 Governing Law

            This Agreement and the rights of the parties hereunder shall be
governed by and interpreted in accordance with the laws of the State of
Delaware; PROVIDED, HOWEVER, THAT THERE SHALL NOT BE APPLICABLE TO THE PARTIES
HEREUNDER OR THIS AGREEMENT ANY PROVISION OF THE LAWS (COMMON OR STATUTORY) OF
THE STATE OF DELAWARE PERTAINING TO TRUSTS THAT RELATE TO OR REGULATE, IN A
MANNER INCONSISTENT WITH THE TERMS HEREOF, (A) THE FILING WITH ANY COURT OR
GOVERNMENTAL BODY OR AGENCY OF TRUSTEE ACCOUNTS OR SCHEDULES OF TRUSTEE FEES AND
CHARGES, (B) AFFIRMATIVE REQUIREMENTS TO POST BONDS FOR TRUSTEES, OFFICERS,
AGENTS OR EMPLOYEES OF A TRUST, (C) THE NECESSITY FOR OBTAINING COURT OR OTHER
GOVERNMENTAL APPROVAL CONCERNING THE ACQUISITION, HOLDING OR DISPOSITION OF REAL
OR PERSONAL PROPERTY, (D) FEES OR OTHER SUMS PAYABLE TO TRUSTEES, OFFICERS,
AGENTS OR EMPLOYEES OF A TRUST, (E) THE ALLOCATION OF RECEIPTS AND EXPENDITURES
TO INCOME OR PRINCIPAL, (F) RESTRICTIONS OR LIMITATIONS ON THE PERMISSIBLE
NATURE, AMOUNT OR CONCENTRATION OF TRUST INVESTMENTS OR REQUIREMENTS RELATING TO
THE TITLING, STORAGE OR OTHER MANNER OF HOLDING OR INVESTING TRUST ASSETS OR (G)
THE ESTABLISHMENT OF FIDUCIARY OR OTHER STANDARDS OF RESPONSIBILITY OR
LIMITATIONS ON THE ACTS OR POWERS OF TRUSTEES THAT ARE INCONSISTENT WITH THE
LIMITATIONS OR AUTHORITIES AND POWERS OF THE TRUSTEES HEREUNDER AS SET FORTH OR
REFERENCED IN THIS AGREEMENT. SECTION 3540 OF TITLE 12 OF THE DELAWARE CODE
SHALL NOT APPLY TO THE TRUST.

            Section 11.06 Successors

            This Agreement shall be binding upon and shall inure to the benefit
of any successor to the Sponsor, the Trust or the Relevant Trustee, including
any successor by operation of law.

            Section 11.07 Headings

            The Article and Section headings are for convenience only and shall
not affect the construction of this Agreement.

            Section 11.08 Reports, Notices and Demands

            (a) Any report, notice, demand or other communications which by any
provision of this Agreement is required or permitted to be given or served to or
upon any Shareholder or the Sponsor may be given or served in writing by deposit
thereof, first-class postage prepaid, in the United States mail, hand delivery
or facsimile transmission, in each case, addressed, (a) in the case of a
Shareholder, to such Shareholder as such Shareholder's name and address may
appear on the Share Register; with a copy to Potter Anderson & Corroon LLP, P.O.
Box 951, Wilmington, DE 19899; Attention: Scott E. Waxman and (b) in the case of
the Sponsor, to Macquarie Infrastructure Company LLC, 600 Fifth Avenue, 21st
Floor, New York, New York 10020; Attention: David Mitchell or to such other
address as such Person may from time to time specify by notice to the other
parties hereto. Such notice, demand or other communication to or

                                       32


upon a Shareholder shall be deemed to have been sufficiently given, or made, for
all purposes, upon hand delivery, mailing or transmission.

            (b) Any notice, demand or other communication which by any provision
of this Agreement is required or permitted to be given or served to or upon the
Trust, the Delaware Trustee or the Regular Trustee shall be given in writing
(which may be by facsimile transmission) addressed (until another address is
published by the Trust) as follows: (a) with respect to the Delaware Trustee, to
Wells Fargo Delaware Trust Company, 919 N. Market Street, Wilmington, Delaware
19801, Attention: Corporate Trust Services, and (b) with respect to the Regular
Trustee, to him at the address for notices to the Sponsor, marked "Attention:
Peter Stokes." Such notice, demand or other communication to or upon the Trust
shall be deemed to have been sufficiently given or made only upon actual receipt
of the writing by the Trust.

            Section 11.09 Counterparts

            This Agreement may contain more than one counterpart of the
signature page and this Agreement may be executed by the affixing of the
signature of each of the Trustees to one of such counterpart signature pages.
All of such counterpart signature pages shall be read as though one, and they
shall have the same force and effect as though all of the signers had signed a
single signature page.

                                       33


            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.

                                        MACQUARIE INFRASTRUCTURE COMPANY LLC,
                                        as Sponsor

                                        By: _________________________________
                                            Name:____________________________
                                            Title:___________________________

                                        WELLS FARGO DELAWARE TRUST COMPANY,
                                        as Delaware Trustee

                                        By: _________________________________
                                            Name:____________________________
                                            Title:___________________________

                                        _____________________________________
                                        Peter Stokes, as Regular Trustee

                                       34


                      EXHIBIT A - FORM OF SHARE CERTIFICATE



SPECIMEN

NUMBER                                                                    SHARES
                             CREATED UNDER THE LAWS
                                       OF
                              THE STATE OF DELAWARE

                     MACQUARIE INFRASTRUCTURE COMPANY TRUST

This Certifies that ______ is the owner of Shares of _______ the Trust with such
rights and privileges as are set forth in the Amended & Restated Trust Agreement
of the Trust dated ____, 2004 (the "Trust Agreement"), as it may be amended from
time to time.

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

NEITHER THE SHARES NOR ANY PART THEREOF MAY BE OFFERED FOR SALE, PLEDGED,
HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT (A) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN A TRANSACTION
WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OR FOR WHICH SUCH
REGISTRATION IS OTHERWISE NOT REQUIRED AND (B) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER ANY APPLICABLE STATE ACTS OR IN A TRANSACTION WHICH
IS EXEMPT FROM REGISTRATION UNDER SUCH STATE ACTS OR FOR WHICH SUCH REGISTRATION
OTHERWISE IS NOT REQUIRED.

THE SHARES REPRESENTED BY THIS CERTIFICATE EVIDENCE THE PROPORTIONATE PORTION OF
SUCH HOLDER'S SHARES IN THE TRUST. A STATEMENT OF THE RELATIVE RIGHTS AND
PREFERENCES OF THE TRUST'S SHARES WILL BE FURNISHED BY THE TRUST TO THE HOLDER
HEREOF UPON REQUEST WITHOUT CHARGE.

      IN WITNESS WHEREOF, said Trust has caused this Certificate to be signed by
its Regular Trustee this _____ day of _________, A.D. 2004.

                                   ____________________________
                                   Name:  Peter Stokes
                                   Title: Regular Trustee

                                      A-2

                                                                       EXHIBIT B


                                FORM OF ECONOMIC
                              DISCLOSURE STATEMENT
                                 AND AFFIDAVIT

                                                         FOR CITY USE

                                                         AFFIDAVIT NO. _________

                                CITY OF CHICAGO
                  ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

The City of Chicago (the "City") requires disclosure of the information
requested in this Economic Disclosure Statement and Affidavit ("EDS") before any
City agency, department or City Council action regarding the matter that is the
subject of this EDS. Please fully complete each statement, with all information
current as of the date this EDS is signed. If a question is not applicable,
answer with "N.A." AN INCOMPLETE EDS WILL BE RETURNED AND ANY CITY ACTION WILL
BE INTERRUPTED.

Please PRINT OR TYPE all responses clearly and legibly. Add additional pages if
needed, being careful to identify the portion of the EDS to which each
additional page refers.

WHO MUST SUBMIT AN EDS:

1. APPLICANTS: Any individual or entity (the "APPLICANT") making an application
to the City for action requiring City Council or other City agency approval must
file this EDS.

2. ENTITIES HOLDING AN INTEREST IN THE APPLICANT: Generally, whenever an
ownership interest in the Applicant (for example, shares of stock of the
Applicant or a limited partnership interest in the Applicant) is held or owned
by a legal entity (for example, a corporation or partnership, rather than an
individual) each such legal entity must also file an EDS on its own behalf, and
any parent of that legal entity must do so until individual owners are
disclosed. HOWEVER, if an entity filing an EDS is a corporation whose shares are
registered on a national securities exchange pursuant to the Securities Exchange
Act of 1934, only those shareholders that own 10% or more of that filing
entity's stock must file EDSs on their own behalf.

ACKNOWLEDGMENT OF POSSIBLE CREDIT AND OTHER CHECKS: By completing and filing
this EDS, the Undersigned acknowledges and agrees, on behalf of itself and the
entities or individuals named in this EDS, that the City may investigate the
creditworthiness of some or all of the entities or individuals named in this
EDS.

CERTIFYING THIS EDS: Execute the certification on the date of the initial
submission of this EDS. YOU MAY BE ASKED TO RE-CERTIFY THIS EDS ON THE LAST PAGE
AS OF THE DATE OF SUBMISSION OF ANY RELATED ORDINANCE TO THE CITY COUNCIL, OR AS
OF THE DATE OF THE CLOSING OF YOUR TRANSACTION.

PUBLIC DISCLOSURE: IT IS THE CITY'S POLICY TO MAKE THIS DOCUMENT AVAILABLE TO
THE PUBLIC ON ITS INTERNET SITE AND/OR UPON REQUEST.

GENERAL INFORMATION

Date this EDS is completed:

_______________________________________________________

A. WHO IS SUBMITTING THIS EDS? That individual or entity will be the
"UNDERSIGNED" throughout this EDS.

__________________________________

NOTE: THE UNDERSIGNED IS THE INDIVIDUAL OR ENTITY SUBMITTING THIS EDS, WHETHER
THE UNDERSIGNED IS AN APPLICANT OR IS AN ENTITY HOLDING AN INTEREST IN THE
APPLICANT. THIS EDS REQUIRES CERTAIN DISCLOSURES AND CERTIFICATIONS FROM
APPLICANTS THAT ARE NOT REQUIRED FROM ENTITIES HOLDING AN INTEREST IN THE
APPLICANT. WHEN COMPLETING THIS EDS, PLEASE OBSERVE WHETHER THE SECTION YOU ARE
COMPLETING APPLIES ONLY TO APPLICANTS.

[ ] Check here if the Undersigned is filing this EDS as an Applicant.

[ ] Check here if the Undersigned is filing as an entity holding an interest in
    an Applicant.

    Also, please identify the Applicant in which this entity holds an interest:

    _______________________________________________________

B.  Business address of the Undersigned: _______________________________________
                                         _______________________________________
                                         _______________________________________

C. Telephone: ________________ Fax: ________________ Email: ____________________

D. Name of contact person: _______________________________________

E. Tax identification number (optional): _______________________________________

F. Brief description of contract, transaction or other undertaking (referred to
   below as the "Matter") to which this EDS pertains. (Include project number
   and location if applicable):

   _____________________________________________________________________________
   _____________________________________________________________________________
   _____________________________________________________________________________

G. Is the Matter a procurement? [ ] Yes    [ ] No

H. If a procurement, Specification # ____________ and Contract # ______________.

I. If not a procurement:

      1. City Agency requesting EDS: ___________________________________________

      2. City action requested (e.g., loan, grant, sale of property):
      __________________________________________________________________________

      3. If property involved, list property location:
      __________________________________________________________________________

SECTION ONE: DISCLOSURE OF OWNERSHIP INTERESTS

A. NATURE OF ENTITY

1.  Indicate whether the Undersigned is an individual or legal entity:

    [ ] Individual               [ ] Limited Liability Company
    [ ] Business corporation     [ ] Joint venture
    [ ] Sole proprietorship      [ ] Not-for-profit corporation
                                 (Is the not-for-profit corporation also a
                                 501(c)(3)?)
                                 [ ] Yes       [ ] No
    [ ] General partnership      [ ] Other entity (please specify)
    [ ] Limited partnership ____________________________________________________

2.  State of incorporation or organization, if applicable: ____________________

3.  For legal entities not organized in the State of Illinois: Is the
    organization authorized to do business in the State of Illinois as a
    foreign entity?

    [ ] Yes    [ ] No    [ ] N/A

B. ORGANIZATION INFORMATION

1. IF THE UNDERSIGNED IS A CORPORATION:

a. List below the names and titles of all executive officers and all directors
of the corporation. For not-for-profit corporations, also list below any
executive director of the corporation, and indicate all members, if any, who are
legal entities. If there are no such members, write "no members."



NAME                                                   TITLE
                                                    
- ---------------------------------------------          -------------------------

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

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

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


b(1). If the Matter IS a procurement and the Undersigned is a corporation whose
shares ARE registered on a national securities exchange pursuant to the
Securities Exchange Act of 1934, please provide the following information
concerning shareholders who own shares equal to or in excess of 7.5% of the
corporation's outstanding shares.



NAME                               BUSINESS ADDRESS          PERCENTAGE INTEREST
                                                       

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

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

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

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


b(2). If the Matter IS NOT a procurement, and the Undersigned is a corporation
whose shares ARE registered on a national securities exchange pursuant to the
Securities Exchange Act of 1934, please provide the following information
concerning shareholders who own shares equal to or in excess of 10% of the
corporation's outstanding shares.



NAME                               BUSINESS ADDRESS          PERCENTAGE INTEREST
                                                       

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

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

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

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


c. For corporations that ARE NOT registered on a national securities exchange
pursuant to the Securities Exchange Act of 1934, list below the

name, business address and percentage of ownership interest of each shareholder.



NAME                               BUSINESS ADDRESS          PERCENTAGE INTEREST
                                                       

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

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

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

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


2. IF THE UNDERSIGNED IS A PARTNERSHIP OR JOINT VENTURE: For general or limited
partnerships or joint ventures: list below the name, business address and
percentage of ownership interest of each partner. For limited partnerships,
indicate whether each partner is a general partner or a limited partner.



NAME                               BUSINESS ADDRESS          PERCENTAGE INTEREST
                                                       

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

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

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

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


3. IF THE UNDERSIGNED IS A LIMITED LIABILITY COMPANY:
a. List below the name, business address and percentage of ownership interest of
each (i) member and (ii) manager. If there are no managers, write "no managers,"
and indicate how the company is managed.



NAME                               BUSINESS ADDRESS          PERCENTAGE INTEREST
                                                       

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

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

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

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


b. List below the names and titles of all officers, if any. If there are no
officers, write "no officers."



NAME                                                   TITLE
                                                    
- ---------------------------------------------          -------------------------

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

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

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


4. IF THE UNDERSIGNED IS A LAND TRUST, BUSINESS TRUST, ESTATE OR OTHER SIMILAR
ENTITY:
a. List below the name and business address of each individual or legal entity
holding legal title to the property that is the subject of the trust.



NAME                                                   BUSINESS ADDRESS
                                                    
- ---------------------------------------------          -------------------------

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

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

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


b. List below the name, business address and percentage of beneficial interest
of each beneficiary on whose behalf title is held.



NAME                               BUSINESS ADDRESS          PERCENTAGE INTEREST
                                                       

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

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

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

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


5. IF THE UNDERSIGNED IS ANY OTHER LEGAL ENTITY: First describe the entity, then
provide the name, business address, and the percentage of interest of all
individuals or legal entities having an ownership or other beneficial interest
in the entity. Describe the entity:

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

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

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



NAME                               BUSINESS ADDRESS          PERCENTAGE INTEREST
                                                       

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

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

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

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


SECTION TWO: BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS

A. DEFINITIONS AND DISCLOSURE REQUIREMENT

1. The Undersigned must indicate whether it had a "business relationship" with a
City elected official in the 12 months before the date this EDS is signed.

2. Pursuant to Chapter 2-156 of the Municipal Code of Chicago (the "Municipal
Code"), a "BUSINESS RELATIONSHIP" means any "contractual or other private
business dealing" of an official, or his or her spouse, or of any entity in
which an official or his or her spouse has a "financial interest," with a person
or entity which entitles an official to compensation or payment in the amount of
$2,500 or more in a calendar year; but a "financial interest" does not include:
(i) any ownership through purchase at fair market value or inheritance of less
than 1% of the shares of a corporation, or any corporate subsidiary, parent or
affiliate thereof, regardless of the value of or dividends on such shares, if
such shares are registered on a securities exchange pursuant to the Securities
Exchange Act of 1934, as amended, (ii) the authorized compensation paid to an
official or employee for his office or employment; (iii) any economic benefit
provided equally to all residents of the City; (iv) a time or demand deposit in
a financial institution; or (v) an endowment or insurance policy or annuity
contract purchased from an insurance company. A "contractual or other private
business dealing" does not include any employment relationship of an official's
spouse with an entity when such spouse has no discretion concerning or input
relating to the relationship between that entity and the City.

B. CERTIFICATION

1. Has the Undersigned had a "business relationship" with any City elected
official in the 12 months before the date this EDS is signed?

   [ ] Yes            [ ] No

      If yes, please identify below the name(s) of such City elected official(s)
and describe such relationship(s):

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

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

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

SECTION THREE: DISCLOSURE OF RETAINED PARTIES

A. DEFINITIONS AND DISCLOSURE REQUIREMENTS

1. The Undersigned must disclose certain information about attorneys, lobbyists,
accountants, consultants, subcontractors, and any other person whom the
Undersigned has retained or expects to retain in connection with the Matter. In
particular, the Undersigned must disclose the name of each such person, his/her
business address, the nature of the relationship, and the total amount of the
fees paid or estimated to be paid. The Undersigned is not required to disclose
employees who are paid solely through the Undersigned's regular payroll.

"Lobbyist" means any person (i) who, for compensation or on behalf of any person
other than himself, undertakes to influence any legislative or administrative
action, or (ii) any part of whose duty as an employee of another includes
undertaking to influence any legislative or administrative action.

2. If the Undersigned is uncertain whether a disclosure is required under this
Section, the Undersigned must either ask the City whether disclosure is required
or make the disclosure.

B. CERTIFICATION

Each and every attorney, lobbyist, accountant, consultant, subcontractor, or
other person retained or anticipated to be retained directly by the Undersigned
with respect to or in connection with the Matter is listed below [begin list
here, add sheets as necessary]:



NAME                           BUSINESS       RELATIONSHIP TO UNDERSIGNED      FEES (INDICATE WHETHER
(INDICATE                      ADDRESS        (ATTORNEY, LOBBYIST, ETC.)       PAID OR ESTIMATED)
WHETHER
RETAINED OR
ANTICIPATED TO
BE RETAINED)
                                                                      

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

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

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

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


[ ] CHECK HERE IF NO SUCH INDIVIDUALS HAVE BEEN RETAINED BY THE UNDERSIGNED OR
ARE ANTICIPATED TO BE RETAINED BY THE UNDERSIGNED.

SECTION FOUR: CERTIFICATIONS

I. CERTIFICATION OF COMPLIANCE

For purposes of the certifications in A, B, and C below, the term "affiliate"
means any individual or entity that, directly or indirectly: controls the
Undersigned, is controlled by the Undersigned, or is, with the Undersigned,
under common control of another individual or entity. Indicia of control
include, without limitation: interlocking management or ownership; identity of
interests among family members; shared facilities and equipment; common use of
employees; or organization of a business entity following the ineligibility of a
business entity to do business with the federal government or a state or local
government, including the City, using substantially the same management,
ownership, or principals as the ineligible entity.

A. The Undersigned is not delinquent in the payment of any tax administered by
the Illinois Department of Revenue, nor are the Undersigned or its affiliates
delinquent in paying any fine, fee, tax or other charge owed to the City. This
includes all water charges, sewer charges, license fees, parking tickets,
property taxes or sales taxes. If there are any such delinquencies, note them
below:

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

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

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

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

If the letters "NA," the word "None," or no response appears on the lines above,
it will be conclusively presumed that the Undersigned certified to the above
statements.

B. The Undersigned and its affiliates have not, in the past five years, been
found in violation of any City, state or federal environmental law or
regulation. If there have been any such violations, note them below:

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

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

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

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

If the letters "NA," the word "None," or no response appears on the lines above,
it will be conclusively presumed that the Undersigned certified to the above
statements.

C. If the Undersigned is the Applicant, the Undersigned and its affiliates will
not use, nor permit their subcontractors to use, any facility on the U.S. EPA's
List of Violating Facilities in connection with the Matter for the duration of
time that such facility remains on the list.

D. If the Undersigned is the Applicant, the Undersigned will obtain from any
contractors/subcontractors hired or to be hired in connection with the Matter
certifications equal in form and substance to those in Section Four, I, (A-C)
above and will not, without the prior written consent of the City, use any such
contractor/subcontractor that does not provide such certifications or that the
Undersigned has reason to believe has not provided or cannot provide truthful
certifications.

If the Undersigned is unable to make the certifications required in Section
Four, paragraph I(C) and (D) above, provide an explanation:

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

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

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

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

If the letters "NA," the word "None," or no response appears on the lines above,
it will be conclusively presumed that the Undersigned certified to the above
statements.

II. CHILD SUPPORT OBLIGATIONS -- CERTIFICATION REGARDING COURT -- ORDERED CHILD
SUPPORT COMPLIANCE

For purposes of this part, "Substantial Owner" means any individual who,
directly or indirectly, owns or holds a 10% or more interest in the Undersigned.
Note: This may include individuals disclosed in Section One (Disclosure of
Ownership Interests), and individuals disclosed in an EDS filed by an entity
holding an interest in the Applicant.

If the Undersigned's response below is #1 or #2, then all of the Undersigned's
Substantial Owners must remain in compliance with any such child support
obligations until the Matter is completed. Failure of the Undersigned's
Substantial Owners to remain in compliance with their child support obligations
in the manner set forth in either #1 or #2 constitutes an event of default.

CHECK ONE:


________    1. No Substantial Owner has been declared in arrearage on any child
            support obligations by the Circuit Court of Cook County, Illinois or
            by another Illinois court of competent jurisdiction.

________    2. The Circuit Court of Cook County, Illinois or another Illinois
            court of competent jurisdiction has issued an order declaring one or
            more Substantial Owners in arrearage on child support obligations.
            All such Substantial Owners, however, have entered into
            court-approved agreements for the payment of all such child support
            owed, AND all such Substantial Owners are in compliance with such
            agreements.

________    3. The Circuit Court of Cook County, Illinois or another Illinois
            court of competent jurisdiction has issued an order declaring one or
            more Substantial Owners in arrearage on child support obligations
            AND (a) at least one such Substantial Owner has not entered into a
            court-approved agreement for the payment of all such child support
            owed; OR (b) at least one such Substantial Owner is not in
            compliance with a court-approved agreement for the payment of all
            such child support owed; OR both (a) and (b).

________    4.     There are no Substantial Owners.

III. FURTHER CERTIFICATIONS

A. The Undersigned and, if the Undersigned is a legal entity, its principals
(officers, directors, partners, members, managers, executive director):

      1.    are not presently debarred, suspended, proposed for debarment,
            declared ineligible or voluntarily excluded from any transactions by
            any federal, state or local unit of government;

      2.    have not, within a five-year period preceding the date of this EDS,
            been convicted of a criminal offense, adjudged guilty, or had a
            civil judgment rendered against them in connection with: obtaining,
            attempting to obtain, or performing a public (federal, state or
            local) transaction or contract under a public transaction; a
            violation of federal or state antitrust statutes; fraud;
            embezzlement; theft; forgery; bribery; falsification or destruction
            of records; making false statements; or receiving stolen property;

      3.    are not presently indicted for or otherwise criminally or civilly
            charged by a governmental entity (federal, state or local) with
            commission of any of the offenses enumerated in clause (A)(2) of
            this section;

      4.    have not, within a five-year period preceding the date of this EDS,
            had one or more public transactions (federal, state or local)
            terminated for cause or default; and

      5.    have not, within a five-year period preceding the date of this EDS,
            been convicted, adjudged guilty, or found liable in a civil
            proceeding, in any criminal or civil action instituted by the City
            or by the federal government, any state, or any other unit of local
            government.

B.    The certifications in subparts B and D concern:

      -     the Undersigned;

      -     any party participating in the performance of the Matter ("an
            APPLICABLE PARTY");

      -     any "AFFILIATED ENTITY" (meaning an individual or entity that,
            directly or indirectly: controls the Undersigned, is controlled by
            the Undersigned, or is, with the Undersigned, under common control
            of another individual or entity. Indicia of control include, without
            limitation: interlocking management or ownership; identity of
            interests among family members, shared facilities and equipment;
            common use of employees; or organization of a business entity
            following the ineligibility of a business entity to do business with
            federal or state or local government, including the City, using
            substantially the same management, ownership, or principals as the
            ineligible entity); with respect to Applicable Parties, the term
            Affiliated Entity means an individual or entity that directly or
            indirectly controls the Applicable Party, is controlled by it, or,
            with the Applicable Party, is under common control of another
            individual or entity;

      -     any responsible official of the Undersigned, any Applicable Party or
            any Affiliated Entity or any other official, agent or employee of
            the Undersigned, any Applicable Party or any Affiliated Entity,
            acting pursuant to the direction or authorization of a responsible
            official of the Undersigned, any Applicable Party or any Affiliated
            Entity (collectively "Agents").

      Neither the Undersigned, nor any Applicable Party, nor any Affiliated
      Entity of either the Undersigned or any Applicable Party nor any Agents
      have, during the five years before the date this EDS is signed, or, with
      respect to an Applicable Party, an Affiliated Entity, or an Affiliated
      Entity of an Applicable Party during the five years before the date of
      such Applicable Party's or Affiliated Entity's contract or engagement in
      connection with the Matter:

      1.    bribed or attempted to bribe, or been convicted or adjudged guilty
            of bribery or attempting to bribe, a public officer or employee of
            the City, the State of Illinois, or any agency of the federal
            government

            or of any state or local government in the United States of America,
            in that officer's or employee's official capacity;

      2.    agreed or colluded with other bidders or prospective bidders, or
            been a party to any such agreement, or been convicted or adjudged
            guilty of agreement or collusion among bidders or prospective
            bidders, in restraint of freedom of competition by agreement to bid
            a fixed price or otherwise;

      3.    made an admission of such conduct described in (1) or (2) above that
            is a matter of record, but have not been prosecuted for such
            conduct; or

      4.    violated the provisions of Section 2-92-610 of the Municipal Code
            (LIVING WAGE ORDINANCE).

C.    The Undersigned understands and shall comply with (1) the applicable
      requirements of the Governmental Ethics Ordinance of the City, Title 2,
      Chapter 2-156 of the Municipal Code; and (2) all the applicable provisions
      of Chapter 2-56 of the Municipal Code (Office of the Inspector General).

D.    Neither the Undersigned, Affiliated Entity or Applicable Party, or any of
      their employees, officials, agents or partners, is barred from contracting
      with any unit of state or local government as a result of engaging in or
      being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2)
      bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense
      of any state or of the United States of America that contains the same
      elements as the offense of bid-rigging or bid-rotating.

E.    If the Undersigned is unable to certify to any of the above statements in
      this Part III, the Undersigned must explain below:

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

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

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

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

If the letters "NA," the word "None," or no response appears on the lines above,
it will be conclusively presumed that the Undersigned certified to the above
statements.

IV. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION

For purposes of this Part IV, under Section 2-32-455(b) of the Municipal Code,
the term "financial institution" means a bank, savings and loan association,
thrift, credit union, mortgage banker, mortgage broker, trust company, savings
bank, investment bank, securities broker, municipal securities broker,
securities dealer, municipal securities dealer, securities underwriter,
municipal securities underwriter, investment trust, venture capital company,
bank holding company, financial services holding company, or any licensee under
the Consumer Installment Loan Act, the Sales Finance Agency Act, or the
Residential Mortgage Licensing Act. However, "financial institution"
specifically shall not include any entity whose predominant business is the
providing of tax deferred, defined contribution, pension plans to public
employees in accordance with Sections 403(b) and 457 of the Internal Revenue
Code. [Additional definitions may be found in Section 2-32-455(b) of the
Municipal Code.]

A. CERTIFICATION

The Undersigned certifies that the Undersigned [check one]

      _________ is
      _________ is not

a "financial institution" as defined in Section 2-32-455(b) of the Municipal
Code.


B. IF THE UNDERSIGNED IS A FINANCIAL INSTITUTION, THEN THE UNDERSIGNED PLEDGES:

      "We are not and will not become a predatory lender as defined in Chapter
      2-32 of the Municipal Code. We further pledge that none of our affiliates
      is, and none of them will become, a predatory lender as defined in Chapter
      2-32 of the Municipal Code. We understand that becoming a predatory lender
      or becoming an affiliate of a predatory lender may result in the loss of
      the privilege of doing business with the City."

If the Undersigned is unable to make this pledge because it or any of its
affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a
predatory lender within the meaning of Chapter 2-32 of the Municipal Code,
explain here (attach additional pages if necessary):

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

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

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

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

If the letters "NA," the word "None," or no response appears on the lines above,
it will be conclusively presumed that the Undersigned certified to the above
statements.

V. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS

Any words or terms that are defined in Chapter 2-156 of the Municipal Code have
the same meanings when used in this Part V.

1.    In accordance with Section 2-156-110 of the Municipal Code: Does any
      official or employee of the City have a financial interest in his or her
      own name or in the name of any other person in the Matter?
      [ ] Yes [ ] No

NOTE: IF YOU ANSWERED "NO" TO ITEM V(1), YOU ARE NOT REQUIRED TO ANSWER ITEMS
V(2) OR (3) BELOW. INSTEAD, REVIEW THE CERTIFICATION IN ITEM V(4) AND THEN
PROCEED TO PART VI. IF YOU ANSWERED "YES" TO ITEM V(1), YOU MUST FIRST RESPOND
TO ITEM V(2) AND PROVIDE THE INFORMATION REQUESTED IN ITEM V(3). AFTER
RESPONDING TO THOSE ITEMS, REVIEW THE CERTIFICATION IN ITEM V(4) AND PROCEED TO
PART VI.

2.    Unless sold pursuant to a process of competitive bidding, no City elected
      official or employee shall have a financial interest in his or her own
      name or in the name of any other person in the purchase of any property
      that (i) belongs to the City, or (ii) is sold for taxes or assessments, or
      (iii) is sold by virtue of legal process at the suit of the City
      (collectively, "City Property Sale"). Compensation for property taken
      pursuant to the City's eminent domain power does not constitute a
      financial interest within the meaning of this Part V.

      Does the Matter involve a City Property Sale?
      [ ] Yes [ ] No

3.    If you answered "YES" to Item V(1), provide the names and business
      addresses of the City officials or employees having such interest and
      identify the nature of such interest:



NAME                               BUSINESS ADDRESS          NATURE OF INTEREST
                                                       

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

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

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

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


4.    The Undersigned further certifies that no prohibited financial interest in
      the Matter will be acquired by any City official or employee.

VI. CERTIFICATION REGARDING SLAVERY ERA BUSINESS

The Undersigned has searched any and all records of the Undersigned and any and
all predecessor entities for records of investments or profits from slavery, the
slave industry, or slaveholder insurance policies from the slavery era
(including insurance policies issued to slaveholders that provided coverage for
damage to or injury or death of their slaves) and has disclosed in this EDS any
and all such records to the City. In addition, the Undersigned must disclose the
names of any and all slaves or slaveholders described in those records. Failure
to comply with these disclosure requirements may make the Matter to which this
EDS pertains voidable by the City.

PLEASE CHECK EITHER (1) OR (2) BELOW. IF THE UNDERSIGNED CHECKS (2), THE
UNDERSIGNED MUST DISCLOSE BELOW OR IN AN ATTACHMENT TO THIS EDS ALL REQUISITE
INFORMATION AS SET FORTH IN THAT PARAGRAPH (2).

_____ 1. The Undersigned verifies that (a) the Undersigned has searched any and
all records of the Undersigned and any and all predecessor entities for records
of investments or profits from slavery, the slave industry, or slaveholder
insurance policies, and (b) the Undersigned has found no records of investments
or profits from slavery, the slave industry, or slaveholder insurance policies
and no records of names of any slaves or slaveholders.

_____ 2. The Undersigned verifies that, as a result of conducting the search in
step (1)(a) above, the Undersigned has found records relating to investments or
profits from slavery, the slave industry, or slaveholder insurance policies
and/or the names of any slaves or slaveholders. The Undersigned verifies that
the following constitutes full disclosure of all such records:

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

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

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

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

SECTION FIVE: CERTIFICATIONS FOR FEDERALLY-FUNDED MATTERS

I. CERTIFICATION REGARDING LOBBYING

A. List below the names of all individuals registered under the federal Lobbying
Disclosure Act of 1995 who have made lobbying contacts on behalf of

the Undersigned with respect to the Matter: [Begin list here, add sheets as
necessary]:

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

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

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

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

[IF NO EXPLANATION APPEARS OR BEGINS ON THE LINES ABOVE, OR IF THE LETTERS "NA"
OR IF THE WORD "NONE" APPEAR, IT WILL BE CONCLUSIVELY PRESUMED THAT THE
UNDERSIGNED MEANS THAT NO INDIVIDUALS REGISTERED UNDER THE LOBBYING DISCLOSURE
ACT OF 1995 HAVE MADE LOBBYING CONTACTS ON BEHALF OF THE UNDERSIGNED WITH
RESPECT TO THE MATTER.]

B. The Undersigned has not spent and will not expend any federally appropriated
funds to pay any individual listed in Paragraph (A) above for his or her
lobbying activities or to pay any individual to influence or attempt to
influence an officer or employee of any agency, as defined by applicable federal
law, a member of Congress, an officer or employee of Congress, or an employee of
a member of Congress, in connection with the award of any federally funded
contract, making any federally funded grant or loan, entering into any
cooperative agreement, or to extend, continue, renew, amend, or modify any
federally funded contract, grant, loan, or cooperative agreement.

C. The Undersigned will submit an updated certification at the end of each
calendar quarter in which there occurs any event that materially affects the
accuracy of the statements and information set forth in paragraphs I(A) and I(B)
above.

If the Matter is federally funded and any funds other than federally
appropriated funds have been or will be paid to any individual for influencing
or attempting to influence an officer or employee of any agency (as defined by
applicable federal law), a member of Congress, an officer or employee of
Congress, or an employee of a member of Congress in connection with the Matter,
the Undersigned must complete and submit Standard Form-LLL, "Disclosure Form to
Report Lobbying," in accordance with its instructions. The form may be obtained
online from the federal Office of Management and Budget (OMB) web site at
http://www.whitehouse.gov/omb/grants/sflllin.pdf, linked on the page
http://www.whitehouse.gov/omb/grants/grants_forms.html.

D. The Undersigned certifies that either (i) it is not an organization described
in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an

organization described in section 501(c)(4) of the Internal Revenue Code of 1986
but has not engaged and will not engage in "Lobbying Activities."

E. If the Undersigned is the Applicant, the Undersigned must obtain
certifications equal in form and substance to paragraphs I(A) through I(D) above
from all subcontractors before it awards any subcontract and the Undersigned
must maintain all such subcontractors' certifications for the duration of the
Matter and must make such certifications promptly available to the City upon
request.

II. CERTIFICATION REGARDING NONSEGREGATED FACILITIES

A. If the Undersigned is the Applicant, the Undersigned does not and will not
maintain or provide for its employees any segregated facilities at any of its
establishments, and it does not and will not permit its employees to perform
their services at any location under its control where segregated facilities are
maintained.

      "SEGREGATED FACILITIES," as used in this provision, means any waiting
rooms, work areas, restrooms, washrooms, restaurants and other eating areas,
time clocks, locker rooms and other storage or dressing areas, parking lots,
drinking fountains, recreation or entertainment areas, transportation, and
housing provided for employees, that are segregated by explicit directive or are
in fact segregated on the basis of race, color, religion, sex, or national
origin because of habit, local or employee custom, or otherwise.

However, separated or single-user restrooms and necessary dressing or sleeping
areas must be provided to assure privacy between the sexes.

B. If the Undersigned is the Applicant and the Matter is federally funded, the
Undersigned will, before the award of subcontracts (if any), obtain identical
certifications from proposed subcontractors under which the subcontractor will
be subject to the Equal Opportunity Clause. Contracts and subcontracts exceeding
$10,000, or having an aggregate value exceeding $10,000 in any 12-month period,
are generally subject to the Equal Opportunity Clause. See 41 CFR Part 60 for
further information regarding the Equal Opportunity Clause. The Undersigned must
retain the certifications required by this paragraph (B) for the duration of the
contract (if any) and must make such certifications promptly available to the
City upon request.

C. If the Undersigned is the Applicant and the Matter is federally funded, the
Applicant will forward the notice set forth below to proposed subcontractors:

      NOTICE TO PROSPECTIVE SUBCONTRACTORS OF REQUIREMENTS FOR CERTIFICATIONS OF
      NONSEGREGATED FACILITIES

      Subcontractors must submit to the Contractor a Certification of
      Nonsegregated Facilities before the award of any subcontract

      under which the subcontractor will be subject to the federal Equal
      Opportunity Clause. The subcontractor may submit such certifications
      either for each subcontract or for all subcontracts during a period (e.g.,
      quarterly, semiannually, or annually).

III. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY

Federal regulations require prospective contractors for federally funded Matters
(e.g., the Applicant) and proposed subcontractors to submit the following
information with their bids or in writing at the outset of negotiations. (NOTE:
THIS PART III IS TO BE COMPLETED ONLY IF THE UNDERSIGNED IS THE APPLICANT.)

A.    Have you developed and do you have on file affirmative action programs
      pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
      [ ] Yes       [ ] No       [ ] N/A

B.    Have you participated in any previous contracts or subcontracts subject to
      the equal opportunity clause?
      [ ] Yes       [ ] No       [ ] N/A

C.    Have you filed with the Joint Reporting Committee, the Director of the
      Office of Federal Contract Compliance Programs, or the Equal Employment
      Opportunity Commission all reports due under the applicable filing
      requirements?
      [ ] Yes       [ ] No       [ ] N/A

SECTION SIX: NOTICE AND ACKNOWLEDGMENT REGARDING CITY GOVERNMENTAL ETHICS AND
CAMPAIGN FINANCE ORDINANCES

The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156
and 2-164 of the Municipal Code, impose certain duties and obligations on
individuals or entities seeking City contracts, work, business, or transactions.
The Board of Ethics has developed an ethics training program for such
individuals and entities. The full text of these ordinances and the training
program is available on line at www.cityofchicago.org/Ethics/, and may also be
obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500,
Chicago, IL 60610, (312) 744-9660. The following is descriptive only and does
not purport to cover every aspect of Chapters 2-156 and 2-164 of the Municipal
Code. The Undersigned must comply fully with the applicable ordinances.

      [ ] BY CHECKING THIS BOX THE UNDERSIGNED ACKNOWLEDGES THAT THE UNDERSIGNED
          UNDERSTANDS THAT THE CITY'S GOVERNMENTAL ETHICS AND CAMPAIGN FINANCING
          ORDINANCES, AMONG OTHER THINGS:

      1) Provide that any contract negotiated, entered into or performed in
         violation of the City's ethics laws can be voided by the City.

      2) Limit the gifts and favors any individual or entity can give, or offer
         to give, to any City official, employee, contractor or candidate for
         elected City office or the spouse or minor child of any of them,
         including:

      a. any cash gift or any anonymous gift; and

      b. any gift based on a mutual understanding that the City official's or
         employee's or City contractor's actions or decisions will be influenced
         in any way by the gift.

      3) Prohibit any City elected official or City employee from having a
         financial interest, directly or indirectly, in any contract, work,
         transaction or business of the City, if that interest has a cost or
         present value of $5,000 or more, or if that interest entitles the owner
         to receive more than $2,500 per year.

      4) Prohibit any appointed City official from engaging in any contract,
         work, transaction or business of the City, unless the matter is wholly
         unrelated to the appointed official's duties or responsibilities.

      5) Provide that City employees and officials, or their spouses or minor
         children, cannot receive compensation or anything of value in return
         for advice or assistance on matters concerning the operation or
         business of the City, unless their services are wholly unrelated to
         their City duties and responsibilities.

      6) Provide that former City employees and officials cannot, for a period
         of one year after their City employment ceases, assist or represent
         another on any matter involving the City if, while with the City, they
         were personally and substantially involved in the same matter.

      7) Provide that former City employees and officials cannot ever assist or
         represent another on a City contract if, while with the City, they were
         personally involved in or directly supervised the formulation,
         negotiation or execution of that contract.

SECTION SEVEN: CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE

THE UNDERSIGNED UNDERSTANDS AND AGREES THAT:

A. The certifications, disclosures, and acknowledgments contained in this EDS
will become part of any contract or other agreement between the Applicant and
the City in connection with the Matter, whether procurement, City assistance, or
other City action, and are material inducements to the City's execution of any
contract or taking other action with respect to the Matter. The Undersigned

understands that it must comply with all statutes, ordinances, and regulations
on which this EDS is based.

B. If the City determines that any information provided in this EDS is false,
incomplete or inaccurate, any contract or other agreement in connection with
which it is submitted may be rescinded or be void or voidable, and the City may
pursue any remedies under the contract or agreement (if not rescinded, void or
voidable), at law, or in equity, including terminating the Undersigned's
participation in the Matter and/or declining to allow the Undersigned to
participate in other transactions with the City.

C. Some or all of the information provided on this EDS and any attachments to
this EDS may be made available to the public on the Internet, in response to a
Freedom of Information Act request, or otherwise. By completing and signing this
EDS, the Undersigned waives and releases any possible rights or claims which it
may have against the City in connection with the public release of information
contained in this EDS and also authorizes the City to verify the accuracy of any
information submitted in this EDS.

D. The Undersigned has not withheld or reserved any disclosures as to economic
interests in the Undersigned, or as to the Matter, or any information, data or
plan as to the intended use or purpose for which the Applicant seeks City
Council or other City agency action.

E. The information provided in this EDS must be kept current. In the event of
changes, the Undersigned must supplement this EDS up to the time the City takes
action on the Matter.

                                  CERTIFICATION

Under penalty of perjury, the person signing below: (1) warrants that he/she is
authorized to execute this EDS on behalf of the Undersigned, and (2) warrants
that all certifications and statements contained in this EDS are true, accurate
and complete as of the date furnished to the City.

                                                                             
_______________________________________________________________________         Date: ____________________________
(Print or type name of individual or legal entity submitting this EDS)



By:

_______________________________________________________________________
                              (sign here)

Print or type name of signatory:

_______________________________________________________________________

Title of signatory:

_______________________________________________________________________

Subscribed to before me on [date] __________________________, at _______________
County, __________________________ [state].


________________________________________________________________ Notary Public.

Commission expires: ________________________________.

(DO NOT SUBMIT THIS PAGE WITH YOUR EDS. THE PURPOSE OF THIS PAGE IS FOR YOU TO
RECERTIFY YOUR EDS PRIOR TO SUBMISSION TO CITY COUNCIL OR ON THE DATE OF
CLOSING. IF UNABLE TO RECERTIFY TRUTHFULLY, THE UNDERSIGNED MUST COMPLETE A NEW
EDS WITH CORRECT OR CORRECTED INFORMATION.)

                                 RECERTIFICATION

    GENERALLY, FOR USE WITH CITY COUNCIL MATTERS. NOT FOR CITY PROCUREMENTS
                               UNLESS REQUESTED.

This recertification is being submitted in connection with ____________________
[identify the Matter]. Under penalty of perjury, the person signing below: (1)
warrants that he/she is authorized to execute this EDS recertification on behalf
of the Undersigned, (2) warrants that all certifications and statements
contained in the Undersigned's original EDS are true, accurate and complete as
of the date furnished to the City and continue to be true, accurate and complete
as of the date of this recertification, and (3) reaffirms its acknowledgments.

                                                                                        
__________________________________________________________________________________         Date: ____________________________
(Print or type name of individual or legal entity submitting this recertification)



By:

_______________________________________________________________________
                              (sign here)

Print or type name of signatory:

_______________________________________________________________________

Title of signatory:

_______________________________________________________________________

Subscribed to before me on [date] __________________________, at _______________
County, __________________________ [state].


________________________________________________________________ Notary Public.

Commission expires: ________________________________.

EX-3.6

                                                                     Exhibit 3.6
                                     FORM OF

                    AMENDED AND RESTATED OPERATING AGREEMENT

                                       OF

                      MACQUARIE INFRASTRUCTURE COMPANY LLC

                               Dated as of -, 2004



                                TABLE OF CONTENTS



                                                                                                                   Page
                                                                                                                   ----
                                                                                                                
ARTICLE 1 THE COMPANY............................................................................................    1

         Section 1.1 Formation...................................................................................    1
         Section 1.2 Name........................................................................................    1
         Section 1.3 Purpose; Powers; Company Not to Be an Investment Company....................................    2
         Section 1.4 Principal Place of Business; Registered Office; Registered Agent............................    2
         Section 1.5 Term.......................................................................................     2
         Section 1.6 Filings; Agent for Service of Process.......................................................    2
         Section 1.7 Title to Property...........................................................................    3
         Section 1.8 Payments of Individual Obligations..........................................................    3
         Section 1.9 Definitions.................................................................................    3

ARTICLE 2 THE TRUST..............................................................................................   13

         Section 2.1 Trust to Be Sole Member.....................................................................   13
         Section 2.2 Trust Stock to Represent LLC Interests......................................................   13
         Section 2.3 Circumstances Under Which Trust Stock Will Be Exchanged for LLC Interests...................   13
         Section 2.4 Right to Acquire Outstanding LLC Interests..................................................   14
         Section 2.5 Right of Holders of Trust Stock to Enforce Provisions of this
                     Amended Agreement and Bring Derivative Action..............................................    15

ARTICLE 3 ADMISSION OF MEMBERS...................................................................................   15

         Section 3.1 LLC Interests...............................................................................   15
         Section 3.2 Issuance of Additional LLC Interests........................................................   16
         Section 3.3 LLC Interest Certificates; Admission of Additional Members..................................   16
         Section 3.4 Repurchase of LLC Interests by the Company..................................................   16

ARTICLE 4 ALLOCATIONS............................................................................................   17

         Section 4.1 Profits.....................................................................................   17
         Section 4.2 Losses......................................................................................   17
         Section 4.3 Special Allocations.........................................................................   17
         Section 4.4 Curative Allocations........................................................................   19
         Section 4.5 Loss Limitation.............................................................................   19
         Section 4.6 Other Allocation Rules......................................................................   19
         Section 4.7 Tax Allocations:  Code Section 704(c).......................................................   20

ARTICLE 5 DIVIDENDS AND DISTRIBUTIONS............................................................................   20

         Section 5.1 Net Cash Flow...............................................................................   20
         Section 5.2 Amounts Withheld............................................................................   20
         Section 5.3 Limitations on Dividends and Distributions..................................................   21


                                       i




                                                                                                                 
ARTICLE 6 BOARD OF DIRECTORS.....................................................................................   21

         Section 6.1 Initial Board...............................................................................   21
         Section 6.2 General Powers..............................................................................   21
         Section 6.3 Duties of Directors.........................................................................   21
         Section 6.4 Number, Tenure and Qualifications...........................................................   22
         Section 6.5 Election of Directors.......................................................................   22
         Section 6.6 Removal.....................................................................................   22
         Section 6.7 Resignations................................................................................   22
         Section 6.8 Vacancies and Newly Created Directorships...................................................   22
         Section 6.9 Appointment of or Nomination and Election of Chairman; Appointment of Alternate Chairman....   23
         Section 6.10 Chairman of the Board......................................................................   23
         Section 6.11 Regular Meetings...........................................................................   23
         Section 6.12 Special Meetings...........................................................................   24
         Section 6.13 Notice for Special Meetings................................................................   24
         Section 6.14 Waiver of Notice...........................................................................   24
         Section 6.15 Action Without Meeting.....................................................................   24
         Section 6.16 Conference Telephone Meetings..............................................................   25
         Section 6.17 Quorum.....................................................................................   25
         Section 6.18 Committees.................................................................................   25
         Section 6.19 Committee Members..........................................................................   28
         Section 6.20 Committee Secretary........................................................................   28
         Section 6.21 Compensation...............................................................................   28
         Section 6.22 Indemnification, Advances and Insurance....................................................   28
         Section 6.23 Reliance; Limitations in Liability.........................................................   31

ARTICLE 7 OFFICERS...............................................................................................   32

         Section 7.1 General.....................................................................................   32
         Section 7.2 Duties of Officers..........................................................................   32
         Section 7.3 Election and Term of Office.................................................................   32
         Section 7.4 Chief Executive Officer.....................................................................   33
         Section 7.5 Chief Financial Officer.....................................................................   33
         Section 7.6 General Counsel.............................................................................   33
         Section 7.7 Secretary...................................................................................   33
         Section 7.8 Resignations................................................................................   33
         Section 7.9 Vacancies...................................................................................   33

ARTICLE 8 MANAGEMENT.............................................................................................   34

         Section 8.1 Duties of the Manager.......................................................................   34
         Section 8.2 Secondment of the Chief Executive Officer and Chief Financial Officer.......................   34
         Section 8.3 Secondment of Additional Officers...........................................................   34
         Section 8.4 Election of the Secondees as Officers of the Company........................................   34
         Section 8.5 Removal of Seconded Officers................................................................   34
         Section 8.6 Replacement Manager.........................................................................   34



                                       ii



                                                                                                                 
ARTICLE 9 THE MEMBERS............................................................................................   34

         Section 9.1 Rights or Powers............................................................................   34
         Section 9.2 Annual Meetings of Members..................................................................   35
         Section 9.3 Special Meetings of Members.................................................................   35
         Section 9.4 Place of Meeting............................................................................   35
         Section 9.5 Notice of Meeting...........................................................................   35
         Section 9.6 Quorum and Adjournment......................................................................   36
         Section 9.7 Proxies.....................................................................................   36
         Section 9.8 Notice of Member Business and Nominations...................................................   37
         Section 9.9 Procedure for Election of Directors; Voting.................................................   39
         Section 9.10 Inspectors of Elections; Opening and Closing the Polls.....................................   39
         Section 9.11 Confidential Member Voting.................................................................   40
         Section 9.12 Waiver of Notice...........................................................................   40
         Section 9.13 Remote Communication.......................................................................   40
         Section 9.14 Member Action Without a Meeting............................................................   41
         Section 9.15 Return on Capital Contribution.............................................................   41
         Section 9.16 Member Compensation........................................................................   41
         Section 9.17 Member Liability...........................................................................   41
         Section 9.18 Disclosure Requirements for Members Holding 10% or More of the Outstanding LLC Interests...   41

ARTICLE 10 MEMBER VOTE REQUIRED IN CONNECTION WITH  CERTAIN BUSINESS COMBINATIONS OR TRANSACTIONS................   42

         Section 10.1 Vote Generally Required....................................................................   42
         Section 10.2 Vote for Business Combinations.............................................................   45
         Section 10.3 Power of Continuing Directors..............................................................   45
         Section 10.4 No Effect on Fiduciary Obligations.........................................................   45
         Section 10.5 Miscellaneous..............................................................................   45

ARTICLE 11 BOOKS AND RECORDS.....................................................................................   46

         Section 11.1 Books and Records; Inspection by Members...................................................   46
         Section 11.2 Reports....................................................................................   47
         Section 11.3 Preparation of Tax Returns.................................................................   48
         Section 11.4 Tax Elections..............................................................................   48
         Section 11.5 Tax Information............................................................................   48

ARTICLE 12 AMENDMENTS............................................................................................   49

         Section 12.1 Amendments.................................................................................   49

ARTICLE 13 TRANSFERS.............................................................................................   49

         Section 13.1 Distributions and Allocations in Respect of Transferred LLC Interests......................   49



                                       iii






                                                                                                                
ARTICLE 14 DISSOLUTION AND WINDING-UP............................................................................   49

         Section 14.1 Dissolution Events.........................................................................   49
         Section 14.2 Winding-Up.................................................................................   50
         Section 14.3 Compliance with Certain Requirements of Regulations; Deficit Capital Accounts..............   51
         Section 14.4 Deemed Distribution and Recontribution.....................................................   52
         Section 14.5 Rights of Members..........................................................................   52
         Section 14.6 Notice of Dissolution/Termination..........................................................   52
         Section 14.7 Allocations During Period of Liquidation...................................................   52
         Section 14.8 Character of Liquidating Distributions.....................................................   52
         Section 14.9 The Liquidator.............................................................................   52
         Section 14.10 Form of Liquidating Distributions.........................................................   53

ARTICLE 15 MISCELLANEOUS.........................................................................................   53

         Section 15.1 Notices....................................................................................   53
         Section 15.2 Binding Effect.............................................................................   54
         Section 15.3 Construction...............................................................................   54
         Section 15.4 Time.......................................................................................   54
         Section 15.5 Headings...................................................................................   54
         Section 15.6 Severability...............................................................................   54
         Section 15.7 Incorporation by Reference.................................................................   54
         Section 15.8 Variation of Terms.........................................................................   54
         Section 15.9 Governing Law and Consent to Jurisdiction/Service of Process...............................   55
         Section 15.10 Waiver of Jury Trial......................................................................   55
         Section 15.11 Counterpart Execution.....................................................................   55
         Section 15.12 Specific Performance......................................................................   55

Exhibit A-- Specimen LLC Interest Certificate...................................................................   A-1

Exhibit B-- Form of Economic Disclosure Statement and Affidavit.................................................   B-1




                                       iv



            This AMENDED AND RESTATED OPERATING AGREEMENT shall be effective as
of the - day of -, 2004 and is entered into by Macquarie Infrastructure Company
Trust (the "ORIGINAL MEMBER") as a Member pursuant to the provisions of the Act
as in effect on the date hereof. The Original Member hereby agrees to the
amendment and restatement of the Operating Agreement dated as of April 13, 2004
(the "ORIGINAL OPERATING AGREEMENT") as provided herein.

                                   ARTICLE 1

                                   THE COMPANY

            Section 1.1 Formation. Pursuant to the terms of the Original
Operating Agreement, the Original Member formed the Company as a limited
liability company under and pursuant to the provisions of the Act and upon the
terms and conditions set forth in the Original Operating Agreement. The fact
that the Certificate is on file in the office of the Secretary of State of the
State of Delaware shall constitute notice that the Company is a limited
liability company. Simultaneously with the execution of the Original Operating
Agreement and the formation of the Company, the Original Member was admitted as
a Member of the Company. The rights and liabilities of the Members shall be as
provided under the Act, the Certificate and this Amended Agreement. Macquarie
Infrastructure Management (USA) Inc. is an "authorized person" within the
meaning of the Act for purposes of filing the Certificate with the office of the
Secretary of State of the State of Delaware.

            Section 1.2 Name.

            (a) The name of the Company shall continue to be Macquarie
Infrastructure Company LLC and all business of the Company shall be conducted in
such name. The Board of Directors may change the name of the Company upon ten
(10) Business Days' written notice to the Members, which name change shall be
effective upon the filing of a certificate of amendment with the Secretary of
State of the State of Delaware.

            (b) Upon the Manager's written notice of its resignation, in
accordance with the terms of the Management Services Agreement, the Board of
Directors of the Company shall, within thirty (30) days of such written notice,
cause the Company and any of its Subsidiaries to cease to use the Macquarie
brand entirely, including, without limitation, changing their respective names,
and cause the Trust to change its name to remove any reference to "Macquarie" or
the "Macquarie Group"; provided that, to the extent the Board of Directors deems
it necessary or advisable, the Trust, the Company and its Subsidiaries may use
"Macquarie" in referencing their previous names.

            (c) Upon the termination of the Management Services Agreement and
the removal of the Manager in accordance with the terms of the Management
Services Agreement, the Board of Directors of the Company shall cause the
Company and its Managed Subsidiaries to cease to use the Macquarie brand
entirely, including, without limitation, changing their respective names, and
cause the Trust to change its name to remove any reference to "Macquarie" or the
"Macquarie Group"; provided that, to the extent the Board of Directors



deems it necessary or advisable, the Trust, the Company and its Subsidiaries may
use "Macquarie" in referencing their previous names.

            Section 1.3 Purpose; Powers; Company Not to Be an Investment
Company.

            (a) The purposes of the Company are (i) to conduct or promote any
lawful business, purpose or activity permitted for a limited liability company
of the State of Delaware under the Act, including without limitation any
business purpose or activity permitted for a corporation under the General
Corporation Law of the State of Delaware, (ii) to make such additional
investments and engage in such additional activities as the Board of Directors
may approve, and (iii) to engage in any and all activities related or incidental
to the purposes set forth in clauses (i) and (ii); provided, however, that the
Company is not permitted to engage in any activities that would cause it to
become an "investment company" as defined in Section 3(a)(1) of the Investment
Company Act of 1940, as amended and as may be amended from time to time, or any
successor provision thereto.

            (b) The Company has the power to do any and all acts necessary,
appropriate, proper, advisable, incidental or convenient to or in furtherance of
the purposes of the Company set forth in this Section 1.3 and has, without
limitation, any and all powers that may be exercised on behalf of the Company by
the Board of Directors pursuant to Article 6 hereof.

            Section 1.4 Principal Place of Business; Registered Office;
Registered Agent. The principal executive offices of the Company are at 600
Fifth Avenue, 21st Floor, New York, New York 10020. The Board of Directors may
change the principal executive offices of the Company to any other place within
or without the State of Delaware upon written notice to the Members. The address
of the Company's registered office in the State of Delaware is Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company.
The Company may have such offices, either within or without the State of
Delaware, as the Board of Directors may designate or as the business of the
Company may from time to time require.

            Section 1.5 Term. The term of the Company commenced on the date the
Certificate was first filed in the Office of the Secretary of State of the State
of Delaware in accordance with the Act and shall continue until the winding-up
and liquidation of the Company and its business are completed following a
Dissolution Event, as provided in Article 14 hereof.

            Section 1.6 Filings; Agent for Service of Process.

            (a) The Board of Directors shall take any and all other actions, as
may be reasonably necessary, to perfect and maintain the status of the Company
as a limited liability company or similar type of entity under the laws of the
State of Delaware and under the laws of any other jurisdictions in which the
Company engages in business, including causing the Company to prepare, execute
and file such amendments to the Certificate and such other assumed name
certificates, documents, instruments and publications as may be required by law,
including, without limitation, action to reflect:

            (i)   a change in the Company name; or

                                       2


            (ii)  a correction of false or erroneous statements in the
      Certificate to accurately represent the agreement among the Members.

            (b) The registered agent for service of process on the Company in
the State of Delaware shall be The Corporation Trust Company or any successor
registered agent for service of process as shall be appointed by the Board of
Directors in accordance with the Act.

            (c) Upon the dissolution and completion of the winding-up and
liquidation of the Company in accordance with Article 14, the Board of Directors
shall cause the Company to promptly execute and file a Certificate of
Cancellation in accordance with the Act and the laws of any other jurisdiction
in which the Board of Directors deems such filing necessary or advisable.

            Section 1.7 Title to Property. All Property owned by the Company
shall be owned by the Company as an entity and no Member shall have any
ownership interest in such Property in its individual name, and each Member's
interest in the Company shall be personal property for all purposes. At all
times after the Effective Date, the Company shall hold title to all of its
Property in the name of the Company and not in the name of any Member.

            Section 1.8 Payments of Individual Obligations. The Company's credit
and assets shall be used solely for the benefit of the Company, and no asset of
the Company shall be Transferred or encumbered for, or in payment of, any
individual obligation of any Member.

            Section 1.9 Definitions. Capitalized words and phrases used in this
Amended Agreement have the following meanings:

            "ACQUIRER" has the meaning set forth in Section 2.4(a) hereof.

            "ACQUISITION EXCHANGE" has the meaning set forth in Section 2.4(a)
hereof.

            "ACT" means the Delaware Limited Liability Company Act, 6 Del. C.
Sections 18-101 et seq., as amended from time to time (or any corresponding
provisions of succeeding law).

                  "ADJUSTED CAPITAL ACCOUNT DEFICIT" means, with respect to any
Member, the deficit balance, if any, in such Member's Capital Account as of the
end of the relevant Allocation Year, after giving effect to the following
adjustments:

            (i)   credit to such Capital Account any amounts which such Member
      is deemed to be obligated to restore pursuant to the penultimate sentence
      in each of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations;
      and

            (ii)  debit to such Capital Account the items described in Sections
      1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and
      1.704-1(b)(2)(ii)(d)(6) of the Regulations.

The foregoing definition of "Adjusted Capital Account Deficit" is intended to
comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations
and shall be interpreted consistently therewith.

                                       3


                  "AFFILIATE" means, with respect to any Person, (i) any Person
directly or indirectly controlling, controlled by or under common control with
such Person, (ii) any officer, director, general partner, manager or trustee of
such Person or (iii) any Person who is an officer, director, general partner,
manager or trustee of any Person described in clause (i) or (ii) of this
sentence. For purposes of this definition, the terms "CONTROLLING," "CONTROLLED
BY" or "UNDER COMMON CONTROL WITH" 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 fifty percent (50%) of the
directors, managers, general partners, trustees or Persons exercising similar
authority with respect to such Person or entity.

                  "ALLOCATION YEAR" means (i) the period commencing on the
Effective Date and ending on December 31, 2004, (ii) any subsequent twelve
(12)-month period commencing on January 1 and ending on December 31 or (iii) any
portion of the period described in clause (i) or (ii) above for which the
Company is required to allocate Profits, Losses and other items of Company
income, gain, loss or deduction pursuant to Article 4 hereof.

                  "AMENDED AGREEMENT" means this Amended and Restated Operating
Agreement of Macquarie Infrastructure Company LLC, 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 Amended
Agreement as a whole, unless the context otherwise requires.

                  "APPLICABLE LISTING RULES" means the applicable rules, if any,
of the principal U.S. securities exchange or the Nasdaq National Market, as the
case may be, on which the Trust Stock or LLC Interests, as applicable, are
listed or quoted, as the case may be.

                  "ASSOCIATE" has the meaning set forth in Section 10.1 hereof.

                  "BANKRUPTCY" means, with respect to any Person, a "VOLUNTARY
BANKRUPTCY" or an "INVOLUNTARY BANKRUPTCY." A "VOLUNTARY BANKRUPTCY" means, with
respect to any Person, (i) the inability of such Person generally to pay its
debts as such debts become due or an admission in writing by such Person of its
inability to pay its debts generally, or a general assignment by such Person for
the benefit of creditors; (ii) the filing of any petition or answer by such
Person seeking to adjudicate itself as bankrupt or insolvent, or seeking any
liquidation, winding-up, reorganization, arrangement, adjustment, protection,
relief or composition of such Person or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking,
consenting to, or acquiescing in the entry of an order for relief or the
appointment of a receiver, trustee, custodian or other similar official for such
Person or for any substantial part of its Property; or (iii) corporate action
taken by such Person to authorize any of the actions set forth above. An
"INVOLUNTARY BANKRUPTCY" means, with respect to any Person, without the consent
or acquiescence of such Person, the entering of an order for relief or approving
a petition for relief or reorganization or any other petition seeking any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or other similar relief under any present or future bankruptcy, insolvency or
similar statute, law or regulation, or the filing of any such petition against
such Person which petition shall not be dismissed within ninety (90) days, or,
without the consent or acquiescence of such Person, the entering of an order
appointing a

                                       4


trustee, custodian, receiver or liquidator of such Person or of all or any
substantial part of the Property of such Person which order shall not be
dismissed within ninety (90) days. It is the intent of the Members that these
definitions supersede those set forth in Section 18-304 of the Act.

                  "BENEFICIAL OWNER" has the meaning set forth in Section 10.1
hereof.

            "BOARD" or "BOARD OF DIRECTORS" means, with respect to the Company,
the Board of Directors referred to in Article 6 hereof.

            "BUSINESS DAY" means a day of the year on which banks are not
required or authorized by law or executive order to close in The City of New
York.

            "CAPITAL ACCOUNT" means, with respect to any Member, the Capital
Account established and maintained for such Member by the Company in accordance
with the following provisions:

            (i)   to each Member's Capital Account there shall be credited (A)
      such Member's Capital Contributions and (B) such Member's distributive
      share of Profits and any items in the nature of income or gain which are
      specially allocated pursuant to Section 4.3 or Section 4.4 hereof;

            (ii)  to each Member's Capital Account there shall be debited (A)
      the amount of money and the Gross Asset Value of any Property distributed
      to such Member pursuant to any provision of this Amended Agreement and (B)
      such Member's distributive share of Losses and any items in the nature of
      expenses or losses which are specially allocated pursuant to Section 4.3
      or Section 4.4 hereof;

            (iii) in the event LLC Interests are Transferred in accordance with
      the terms of this Amended Agreement, the transferee shall succeed to the
      Capital Account of the transferor to the extent it relates to the
      Transferred LLC Interests; and

            (iv)  in determining the amount of any liability for purposes of
      subparagraphs (i) and (ii) above, there shall be taken into account Code
      Section 752(c) and any other applicable provisions of the Code and the
      Regulations.

            The foregoing provisions and the other provisions of this Amended
Agreement relating to the maintenance of Capital Accounts are intended to comply
with Regulations Section 1.704-1(b) and shall be interpreted and applied in a
manner consistent with such Regulations. In the event the Board of Directors
shall determine that it is prudent to modify the manner in which the Capital
Accounts or any debits or credits thereto (including, without limitation, debits
or credits relating to liabilities which are secured by contributed or
distributed property or which are assumed by the Company or any Members) are
computed in order to comply with such Regulations, the Board of Directors may
make such modification, provided that it is not likely to have a material effect
on the amounts distributed to any Person pursuant to Article 14 hereof upon the
dissolution of the Company. The Board of Directors also shall (i) make any
adjustments that are necessary or appropriate to maintain equality among the
Capital Accounts of the Members and the amount of capital reflected on the
Company's balance

                                       5


sheet, as computed for book purposes, in accordance with Regulations Section
1.704-1(b)(2)(iv)(q), and (ii) make any appropriate modifications in the event
unanticipated events might otherwise cause this Amended Agreement not to comply
with Regulations Section 1.704-1(b).

            "CAPITAL CONTRIBUTIONS" means, with respect to any Member, the
amount of money and the initial Gross Asset Value of any Property (other than
money) contributed to the Company with respect to the LLC Interests of the
Company held or subscribed for by such Member.

            "CERTIFICATE" means the certificate of formation filed with the
Secretary of State of the State of Delaware pursuant to the Act to form the
Company, as originally executed and amended, modified, supplemented or restated
from time to time as the context requires.

            "CERTIFICATE OF CANCELLATION" means a certificate filed in
accordance with 6 Del. C. Section 18-203.

            "CHAIRMAN" means the director appointed or nominated and elected, as
the case may be, Chairman of the Board of Directors of the Company, in
accordance with Section 6.9, with such powers and duties as are set forth in
Section 6.10 hereof.

            "CHIEF EXECUTIVE OFFICER" means the Chief Executive Officer of the
Company, including any interim Chief Executive Officer, with such powers and
duties as are set forth in Section 7.4 hereof.

            "CHIEF FINANCIAL OFFICER" means the Chief Financial Officer of
the Company, including any interim Chief Financial Officer, with such powers and
duties as are set forth in Section 7.5 hereof.

            "CLOSING PRICE" has the meaning set forth in Section 2.4(b) hereof.

            "CODE" means the United States Internal Revenue Code of 1986, as
amended and in effect from time to time. Any reference herein to a specific
section of the Code shall be deemed to include a reference to any corresponding
provision of law in effect in the future.

            "COMPANY" means the limited liability company formed pursuant to the
Original Operating Agreement and the Certificate and continued pursuant to this
Amended Agreement.

            "COMPANY MINIMUM GAIN" has the same meaning as the term "partnership
minimum gain" in Sections 1.704-2(b)(2) and 1.704-2(d) of the Regulations.

            "DEBT" means (i) any indebtedness for borrowed money or the deferred
purchase price of property as evidenced by a note, bonds or other instruments,
(ii) obligations as lessee under capital leases, (iii) obligations secured by
any mortgage, pledge, security interest, encumbrance, lien or charge of any kind
existing on any asset owned or held by the Company, whether or not the Company
has assumed or become liable for the obligations secured thereby, (iv) any
obligation under any interest rate swap agreement, (v) accounts payable and (vi)
obligations under direct or indirect guarantees of (including obligations,
contingent or

                                       6


otherwise, to assure a creditor against loss in respect of) indebtedness or
obligations of the kinds referred to in clauses (i), (ii), (iii), (iv) and (v)
above, provided that Debt shall not include obligations in respect of any
accounts payable that are incurred in the ordinary course of the Company's
business and are not delinquent or are being contested in good faith by
appropriate proceedings.

            "DISSOLUTION EVENT" has the meaning set forth in Section 14.1
hereof.

            "EFFECTIVE DATE" means April 13, 2004, being the date of the
effectiveness of the Original Operating Agreement.

            "ENTIRE BOARD OF DIRECTORS" has the meaning set forth in Section
6.17 hereof.

            "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

            "FAIR MARKET VALUE" has the meaning set forth in Section 10.1
hereof.

            "FISCAL QUARTER" means (i) the period commencing on the Effective
Date and ending on June 30, 2004, (ii) any subsequent three (3)-month period
commencing on each of July 1, October 1, January 1 and April 1 and ending on the
last date before the next such date, or (iii) the period commencing on the
immediately preceding January 1, April 1, July 1 or October 1, as the case may
be, and ending on the date on which all Property is distributed to the Members
pursuant to Article 14 hereof.

            "FISCAL YEAR" means (i) the period commencing on the Effective Date
and ending on December 31, 2004, (ii) any subsequent twelve (12)-month period
commencing on January 1 and ending on December 31, or (iii) the period
commencing on the immediately preceding January 1 and ending on the date on
which all Property is distributed to the Members pursuant to Article 14 hereof.

            "FUTURE INVESTMENT" has the meaning set forth in Section 10.1
hereof.

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

            "GENERAL CORPORATION LAW OF THE STATE OF DELAWARE" means Del.
C. Sections 101 et seq. and, for the avoidance of any doubt, includes all
applicable jurisprudence thereunder.

            "GENERAL COUNSEL" means the General Counsel of the Company, if any,
including any interim General Counsel, with such powers and duties as are set
forth in Section 7.6 hereof.

            "GROSS ASSET VALUE" means, with respect to any asset, the asset's
adjusted basis for U.S. federal income tax purposes, except as follows:

            (i)   the initial Gross Asset Value of any asset contributed by a
      Member to the Company shall be the gross fair market value of such asset,
      as determined by the Board of Directors;

                                       7


            (ii)  the Gross Asset Values of all Company assets shall be adjusted
      to equal their respective gross fair market values (taking Code Section
      7701(g) into account), as determined by the Board of Directors as of the
      following times: (A) the acquisition of an additional interest in the
      Company by any new or existing Member in exchange for more than a de
      minimis Capital Contribution; (B) the distribution by the Company to a
      Member of more than a de minimis amount of Company Property as
      consideration for an interest in the Company; and (C) the liquidation of
      the Company within the meaning of Regulations Section
      1.704-1(b)(2)(ii)(g); provided that an adjustment described in clauses (A)
      and (B) of this subparagraph (ii) shall be made only if the Board of
      Directors reasonably determines that such adjustment is necessary to
      reflect the relative economic interests of the Members in the Company;

            (iii) the Gross Asset Value of any item of Company assets
      distributed to any Member shall be adjusted to equal the gross fair market
      value (taking Code Section 7701(g) into account) of such asset on the date
      of distribution, as determined by the Board of Directors; and

            (iv)  the Gross Asset Values of Company assets shall be increased
      (or decreased) to reflect any adjustments to the adjusted basis of such
      assets pursuant to Code Section 734(b) or Code Section 743(b), but only to
      the extent that such adjustments are taken into account in determining
      Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and
      subparagraph (vi) of the definition of "Profits" and "Losses"; provided,
      however, that Gross Asset Values shall not be adjusted pursuant to this
      subparagraph (iv) to the extent that an adjustment pursuant to
      subparagraph (ii) is required in connection with a transaction that would
      otherwise result in an adjustment pursuant to this subparagraph (iv).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to
subparagraph (ii) or (iv), such Gross Asset Value shall thereafter be adjusted
by depreciation taken into account with respect to such asset for purposes of
computing Profits and Losses.

            "INDEPENDENT DIRECTOR" means a director who (i) is not an officer or
employee of the Company, or an officer, director or employee of any Subsidiary
of the Company, (ii) was not appointed as a director pursuant to the terms of
the Management Services Agreement, (iii) for so long as the Management Services
Agreement is in effect, is not affiliated with the Manager or Macquarie Bank
Limited and (iv) who complies with the independence requirements under the
Exchange Act, the Rules and Regulations and the Applicable Listing Rules.

            "INITIAL BOARD" has the meaning set forth in Section 6.1 hereof.

            "INITIAL DIRECTOR" has the meaning set forth in Section 6.1 hereof.

            "INTERESTED SHAREHOLDER" has the meaning set forth in Section 10.1
hereof.

            "INVOLUNTARY BANKRUPTCY" has the meaning set forth in the definition
of "Bankruptcy."

            "ISSUANCE ITEMS" has the meaning set forth in Section 4.3(h) hereof.

                                       8


            "LIQUIDATION PERIOD" has the meaning set forth in Section 14.7
hereof.

            "LIQUIDATOR" has the meaning set forth in Section 14.9(a) hereof.

            "LLC INTEREST" means a limited liability company interest in the
Company within the meaning of the Act and includes any and all benefits to which
a holder of LLC Interests may be entitled as provided in this Amended Agreement,
together with all obligations of such holder to comply with the terms and
provisions of this Amended Agreement. The holder of each LLC Interest shall have
one vote per LLC Interest in accordance with the terms of this Amended
Agreement.

            "LLC INTEREST CERTIFICATES" has the meaning set forth in Section 3.1
hereof.

            "LOSSES" has the meaning set forth in the definition of "Profits"
and "Losses."

            "MANAGEMENT SERVICES AGREEMENT" means the Management Services
Agreement, as may be amended from time to time, to be entered into by and among
the Company, certain wholly owned Subsidiaries of the Company and the Manager,
which will provide the terms on which the Manager will assume its duties with
respect to the management of the Company and its Subsidiaries.

            "MANAGED SUBSIDIARY" has the meaning set forth in Section 10.1
hereof.

            "MANAGER" means Macquarie Infrastructure Management (USA) Inc., a
party to the Management Services Agreement. For the avoidance of doubt,
Macquarie Infrastructure Management (USA), Inc. is not a manager within the
meaning of Section 18-402 of the Act.

            "MANDATORY EXCHANGE" has the meaning set forth in Section 2.3
hereof.

            "MARKET VALUE OF THE TRUST STOCK OR LLC INTERESTS" has the meaning
set forth in Section 10.1 hereof.

            "MEMBER" means the Trust as the Original Member and any successor to
the Original Member in accordance with the terms of this Amended Agreement.
"MEMBERS" means all Persons that at any time are Members of the Company.

            "MEMBER NONRECOURSE DEBT" has the same meaning as the term "partner
nonrecourse debt" in Section 1.704-2(b)(4) of the Regulations.

            "MEMBER NONRECOURSE DEBT MINIMUM GAIN" means an amount, with respect
to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would
result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability,
determined in accordance with Section 1.704-2(i)(3) of the Regulations.

            "MEMBER NONRECOURSE DEDUCTIONS" has the same meaning as the term
"partner nonrecourse deductions" in Sections 1.704-2(i)(1) and 1.704-2(i)(2) of
the Regulations.

                                       9


            "NET CASH FLOW" means, for any period, the gross cash proceeds of
the Company for such period less the portion thereof used to pay or establish
reserves for all Company expenses, debt payments, capital improvements,
replacements and contingencies, all as determined by the Board of Directors.
"Net Cash Flow" shall not be reduced by depreciation, amortization, cost
recovery deductions or similar allowances, but shall be increased by any
reductions of reserves previously established pursuant to the first sentence of
this definition.

            "NET INVESTMENT VALUE" has the meaning set forth in Section 10.1
hereof.

            "NONRECOURSE DEDUCTIONS" has the meaning set forth in Section
1.704-2(b)(1) of the Regulations.

            "NONRECOURSE LIABILITY" has the meaning set forth in Section
1.704-2(b)(3) of the Regulations.

            "NYSE" means the New York Stock Exchange.

            "OFFER PRICE" has the meaning set forth in Section 2.4(b) hereof.

            "ORIGINAL MEMBER" has the meaning set forth in the preamble to this
Amended Agreement.

            "ORIGINAL OPERATING AGREEMENT" has the meaning set forth in the
preamble to this Amended Agreement.

            "PERCENTAGE INTEREST" means, with respect to any Member as of any
date, the ratio (expressed as a percentage) of the number of LLC Interests held
by such Member on such date to the aggregate number of LLC Interests held by all
Members on such date.

            "PERSON" means any individual, partnership (whether general or
limited), limited liability company, corporation, trust, estate, association,
nominee or other entity as well as any syndicate or group deemed to be a person
under Section 14(d)(2) of the Exchange Act.

            "PROFITS" and "LOSSES" mean, for each Allocation Year, an amount
equal to the Company's taxable income or loss for such Allocation Year,
determined in accordance with Code Section 703(a) (for this purpose, all items
of income, gain, loss or deduction required to be stated separately pursuant to
Code Section 703(a)(1) shall be included in taxable income or loss), with the
following adjustments (without duplication):

            (i)   any income of the Company that is exempt from U.S. federal
      income tax and not otherwise taken into account in computing Profits or
      Losses pursuant to this definition of "Profits" and "Losses" shall be
      added to such taxable income or loss;

            (ii)  any expenditures of the Company described in Code Section
      705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant
      to Regulations Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into
      account in computing Profits or Losses pursuant to this definition of
      "Profits" and "Losses" shall be subtracted from such taxable income or
      loss;

                                       10


            (iii) in the event the Gross Asset Value of any Company asset is
      adjusted pursuant to subparagraph (ii) or (iii) of the definition of Gross
      Asset Value, the amount of such adjustment shall be treated as an item of
      gain (if the adjustment increases the Gross Asset Value of the asset) or
      an item of loss (if the adjustment decreases the Gross Asset Value of the
      asset) from the disposition of such asset and shall be taken into account
      for purposes of computing Profits or Losses;

            (iv)  gain or loss resulting from any disposition of Property with
      respect to which gain or loss is recognized for U.S. federal income tax
      purposes shall be computed by reference to the Gross Asset Value of the
      Property disposed of, notwithstanding that the adjusted tax basis of such
      Property differs from its Gross Asset Value;

            (v)   to the extent an adjustment to the adjusted tax basis of any
      Company asset pursuant to Code Section 734(b) is required, pursuant to
      Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in
      determining Capital Accounts as a result of a distribution other than in
      liquidation of a Member's interest in the Company, the amount of such
      adjustment shall be treated as an item of gain (if the adjustment
      increases the basis of the asset) or loss (if the adjustment decreases
      such basis) from the disposition of such asset and shall be taken into
      account for purposes of computing Profits or Losses; and

            (vi)  notwithstanding any other provision of this definition, any
      items which are specially allocated pursuant to Section 4.3 or Section 4.4
      hereof shall not be taken into account in computing Profits or Losses.

The amounts of the items of Company income, gain, loss or deduction available to
be specially allocated pursuant to Sections 4.3 and 4.4 hereof shall be
determined by applying rules analogous to those set forth in subparagraphs (i)
through (v) above.

            "PROPERTY" means all real and personal property acquired by the
Company, including cash, and any improvements thereto, and shall include both
tangible and intangible property.

            "RECONSTITUTION PERIOD" has the meaning set forth in Section 14.1(b)
hereof.

            "REGISTER" has the meaning set forth in Section 3.1 hereof.

            "REGULAR TRUSTEES" means the regular trustees identified in the
Trust Agreement, as amended from time to time.

            "REGULATIONS" means the income tax regulations, including temporary
regulations, promulgated under the Code, as such regulations are amended from
time to time.

            "REGULATORY ALLOCATIONS" has the meaning set forth in Section 4.4
hereof.

            "RULES AND REGULATIONS" means the rules and regulations promulgated
under the Exchange Act or the Securities Act.

                                       11


            "SECRETARY" means the Secretary of the Company, with such powers and
duties as set forth in Section 7.7 of this Amended Agreement.

            "SECURITIES ACT" means the Securities Act of 1933, as amended.

            "SUBSIDIARY" means any corporation, partnership, joint venture,
limited liability company, association or other entity in which any Person owns,
directly or indirectly, more than fifty percent (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.

            "TAX MATTERS MEMBER" has the meaning set forth in Section 11.4(a)
hereof.

            "TEN PERCENT HOLDER" has the meaning set forth in Section 9.18
hereof.

            "TRADING DAY" means a day on which the Trust Stock or the LLC
Interests, as applicable, (i) have not been suspended from trading on any
national or regional securities exchange or association or over-the-counter
market at the close of business and (ii) have traded at least once on the
national or regional securities exchange or association or over-the-counter
market that is the primary market for the trading of the Trust Stock or the LLC
Interests, as applicable.

            "TRANSFER" means, as a noun, any voluntary or involuntary transfer,
sale, pledge or hypothecation or other disposition and, as a verb, voluntarily
or involuntarily to transfer, sell, pledge or hypothecate or otherwise dispose
of.

            "TRANSFER AGENT" means, with respect to the LLC Interests and the
Trust Stock, -, or any successor(s) thereto.

            "TRUST" means Macquarie Infrastructure Assets Trust.

            "TRUST AGREEMENT" means the Amended and Restated Trust Agreement to
be entered into by the Company and Wells Fargo Delaware Trust Company, a
Delaware banking corporation, as property trustee, and the Regular Trustees.

            "TRUST STOCK" means the beneficial interests issued by the Trust and
outstanding at the relevant time of determination.

            "USE AGREEMENT" means the District Cooling System Use Agreement
dated as of October 1, 1994 between the City of Chicago, Illinois and MDE
Thermal Technologies, Inc. (formerly known as Exelon Thermal Technologies, Inc.
and formerly before that known as Unicom Thermal Technologies, Inc. and
Northwind, Incorporated), as amended on June 1, 1995, July 15, 1995, February 1,
1996, April 1, 1996, October 1, 1996, November 7, 1996, January 15, 1997, May 1,
1997, August 1, 1997, October 1, 1997, March 12, 1998, June 1, 1998, October 8,
1998, April 21, 1999, March 1, 2000, March 15, 2000, June 1, 2000, August 1,
2001, November 1, 2001, June 1, 2002, June 30, 2004 and as further amended from
time to time.

                                       12


            "VOLUNTARY BANKRUPTCY" has the meaning set forth in the definition
of "Bankruptcy."

            "WHOLLY OWNED AFFILIATE" of any Person means (i) an Affiliate of
such Person one hundred percent (100%) of the voting stock or beneficial
ownership of which is owned directly by such Person, or by any Person who,
directly or indirectly, owns one hundred percent (100%) of the voting stock or
beneficial ownership of such Person, (ii) an Affiliate of such Person who,
directly or indirectly, owns one hundred percent (100%) of the voting stock or
beneficial ownership of such Person, and (iii) any Wholly Owned Affiliate of any
Affiliate described in clause (i) or (ii) above.

                                   ARTICLE 2.

                                    THE TRUST

            Section 2.1 Trust to Be Sole Member. Simultaneously with the
execution of the Original Operating Agreement, the Company issued one hundred
(100) fully paid and nonassessable LLC Interests to the Trust as Original
Member, which was admitted as a Member of the Company in respect thereof.
Following such issuance, the Trust was and on the date hereof continues to be
the sole owner of the LLC Interests. For so long as the Trust remains in
existence, subject to Sections 2.3 and 2.4(a) it is intended that the Trust
shall be the sole owner of one hundred percent (100%) of the LLC Interests and
the Company shall not issue, sell or otherwise transfer any of its LLC Interests
to any Person other than the Trust. Every holder of LLC Interests, by holding
and receiving the LLC Interest Certificates representing the same, agrees with
the Company to be bound by the terms of this Amended Agreement.

            Section 2.2 Trust Stock to Represent LLC Interests. Each share of
Trust Stock represents an undivided beneficial interest in the Trust and each
share of Trust Stock corresponds to one underlying LLC Interest. At all times,
the Company will have outstanding the identical number of LLC Interests as the
number of shares of Trust Stock that have been issued and are outstanding.

            Section 2.3 Circumstances Under Which Trust Stock Will Be Exchanged
for LLC Interests. In the event: (i) the Board of Directors (A) determines that
either (1) the Trust or the Company, or both, is, or is reasonably likely to be,
treated as a corporation for U.S. federal income tax purposes, (2) the Trust is,
or is reasonably likely to be, required to issue Schedules K-1 to holders of
Trust Stock or (3) the existence of the Trust otherwise results, or is
reasonably likely to result, in a material tax detriment to the Trust, the
holders of Trust Stock, the Company or any of the Members and (B) obtains an
opinion of counsel of national reputation to such effect, or (ii) a Dissolution
Event occurs, the Board of Directors (a) shall declare a record date and deliver
a mandatory instruction to the Regular Trustee, together with any opinions of
counsel or certificates of officers of the Company as the Regular Trustee may
reasonably request, directing the Regular Trustee to (i) deliver LLC Interests
to each holder of record of shares of Trust Stock on such record date in
exchange for such outstanding shares of Trust Stock (the "MANDATORY EXCHANGE")
and (ii) dissolve the Trust and (b) shall deliver to the Transfer Agent notice
of such Mandatory Exchange and shall cause the Transfer Agent to mail a copy of
such notice to the holders of record of the Trust Stock at least thirty (30)
days prior to the Mandatory

                                       13


Exchange. Simultaneously with the completion of such Mandatory Exchange, each
holder of shares of Trust Stock immediately prior to the completion of the
Mandatory Exchange shall be admitted to the Company as a Member in respect of an
equal number of LLC Interests previously held by the Trust and each holder of
record shall be issued an LLC Interest Certificate evidencing the same pursuant
to Section 3.1, immediately whereafter the Trust shall be deemed to have
withdrawn from the Company as a Member in respect of such LLC Interest(s), and
the Trust shall tender its LLC Interest Certificates to the Company for
cancellation.

            Section 2.4 Right to Acquire Outstanding LLC Interests.


            (a) Right to Acquisition Exchange. If at any time one Person is the
beneficial holder of more than ninety percent (90%) of the then outstanding
shares of Trust Stock (the "ACQUIRER"), such Acquirer shall then have the right
to direct the Board of Directors to (i) declare a record date and deliver a
mandatory instruction to the Regular Trustee directing the Regular Trustee to
(A) deliver the LLC Interests to the holders of record of the Trust Stock,
including the Acquirer, in exchange for all of the outstanding shares of Trust
Stock (the "ACQUISITION EXCHANGE") and (B) dissolve the Trust and (ii) deliver
to the Transfer Agent notice of such Acquisition Exchange and cause the Transfer
Agent to mail a copy of such notice to the holders of record of the Trust Stock
at least thirty (30) days prior to the Acquisition Exchange. Simultaneously with
the completion of such Acquisition Exchange, each holder of record of shares of
Trust Stock immediately prior to the completion of the Acquisition Exchange
shall be admitted to the Company as a Member in respect of an equal number of
LLC Interests previously held by the Trust and each holder of record shall be
issued an LLC Interest Certificate evidencing the same pursuant to Section 3.1,
immediately whereafter the Trust shall be deemed to have withdrawn from the
Company as a Member in respect of such LLC Interest(s), and the Trust shall
tender its LLC Interest Certificates to the Company for cancellation.

            (b) Right to Acquire LLC Interests of Remaining Holders for Cash.
Following the completion of an Acquisition Exchange, the Acquirer shall have the
right to purchase, solely for cash, and Members other than the Acquirer shall be
required to sell, all, but not less than all, of the outstanding LLC Interests
not then held by the Acquirer, at the Offer Price (as defined below). The
Acquirer may exercise its right to effect such purchase by delivering written
notice to the Company and the Transfer Agent of its election to make the
purchase not less than sixty (60) days prior to the date which it selects for
such purchase. Promptly after receipt of such notice the Board of Directors
shall declare a record date. The Company will use reasonable efforts to cause
the Transfer Agent to mail a copy of such notice to the Members at least thirty
(30) days prior to such purchase.

            As used in this Section 2.4(b), "OFFER PRICE" means the average
Closing Price (as defined below) per share of Trust Stock or LLC Interest, as
applicable, on the twenty (20) Trading Days (as defined below) immediately prior
to, but not including, the date of the Acquisition Exchange. The "CLOSING PRICE"
of the Trust Stock or LLC Interests, as applicable, on any date of determination
means:

            (i) the closing sale price (or, if no closing price is reported, the
      last reported sale price) of a share of Trust Stock or an LLC Interest, as
      applicable, (regular way), on the NYSE on such date;

                                       14


            (ii) if the Trust Stock or LLC Interests are not listed for trading
      on the NYSE on any such date, the closing sale price as reported in the
      composite transactions for the principal U.S. securities exchange on which
      the Trust Stock or the LLC Interests, as applicable, are so listed;

            (iii) if the Trust Stock or the LLC Interests, as applicable, are
      not so listed on a U.S. national or regional securities exchange, the
      price as reported by the Nasdaq National Market;

            (iv) if the Trust Stock or the LLC Interests, as applicable, are not
      so reported, the last quoted bid price for the Trust Stock or the LLC
      Interests, as applicable, in the over-the-counter market as reported by
      the National Quotation Bureau or a similar organization; or

            (v) if the Trust Stock or the LLC Interests, as applicable, are not
      so quoted, the average of the mid-point of the last bid and ask prices for
      the Trust Stock or the LLC Interests, as applicable, from at least three
      nationally recognized investment firms that the Company selects for such
      purpose.

            Section 2.5 Right of Holders of Trust Stock to Enforce Provisions of
this Amended Agreement and Bring Derivative Action.

            (a) Any Member, and, so long as the Trust remains the sole Member,
each holder of record of Trust Stock, shall have the right to institute any
legal proceeding against the Company to enforce the provisions of this Amended
Agreement.

            (b) For so long as the Trust remains the sole Member, holders of
record holding at least ten percent (10%) or more of the shares of Trust Stock
shall have the right to cause the Trust to institute any legal proceeding for
any remedy available to the Trust as the sole Member of the Company, including
bringing a derivative action under the Act, and such holders of Trust Stock may
direct the time, method and place of conducting any such legal proceeding
brought by the Trust.

            (c) Nothing in this Amended Agreement, express or implied, shall
give to any Person, other than a Member and a holder of the Trust Stock, if any,
any benefit or any legal or equitable right, remedy or claim under this Amended
Agreement.

                                   ARTICLE 3

                              ADMISSION OF MEMBERS

            Section 3.1 LLC Interests. The Company shall be authorized to issue
one class of limited liability company interests, (the "LLC INTERESTS") in an
aggregate amount of up to five hundred million (500,000,000) of such LLC
Interests. The aggregate number of LLC Interests that are authorized may be
increased, from time to time, by an amendment of this Amended Agreement upon the
adoption of a resolution by the affirmative vote of at least a majority of the
Entire Board of Directors declaring such amendment to be advisable and the
approval of such

                                       15


amendment by the affirmative vote of the holders of a majority of the LLC
Interests present in person or represented by proxy at the meeting of the
Members.

            Section 3.2 Issuance of Additional LLC Interests. The Board of
Directors shall have authority to authorize the issuance, from time to time
without any vote or other action by the Members, of any or all LLC Interests of
the Company at any time authorized. While the Trust remains the sole holder of
the LLC Interests, the Company will issue additional LLC Interests to the Trust
in exchange for an equal number of shares of Trust Stock which the Company may
sell or distribute in any manner, subject to applicable law, that the Board of
Directors in its sole discretion deems appropriate and advisable.

            Section 3.3 LLC Interest Certificates; Admission of Additional
Members. The LLC Interests shall be represented by certificates in the form
attached hereto as Exhibit A (the "LLC INTEREST CERTIFICATES"). The LLC Interest
Certificates shall be conclusive evidence of ownership of the related LLC
Interests. Every holder of record of LLC Interests of the Company shall be
entitled to one or more LLC Interest Certificates representing the number of LLC
Interests held by such holder of record. The LLC Interest Certificates of the
Company shall be issued under the seal of the Company, or a facsimile thereof,
and shall be numbered and shall be entered in the books of the Company as they
are issued. Each LLC Interest Certificate shall bear a serial number, shall
exhibit the holder's name and the number of LLC Interests evidenced thereby and
shall be signed by the Chief Executive Officer or the Chief Financial Officer.
Any or all of the signatures on the LLC Interest Certificates may be facsimiles.
If any officer, Transfer Agent or registrar who has signed or whose facsimile
signature has been placed upon an LLC Interest Certificate shall have ceased to
be such officer, Transfer Agent or registrar before such LLC Interest
Certificate is issued, the LLC Interest Certificate may be issued by the Company
with the same effect as if such Person or entity were such officer, Transfer
Agent or registrar at the date of issue. From the time of the closing of the
initial public offering of the Trust Stock by the Trust, the Company shall
retain the Transfer Agent to maintain a register of the LLC Interests (the
"REGISTER") and cause such Transfer Agent to register thereon any transfer of
LLC Interest Certificates. Transfer of LLC Interests of the Company shall be
made on the Register only upon surrender to the Transfer Agent of the LLC
Interest Certificates duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer; provided, however, that such
succession, assignment or transfer is not prohibited by the LLC Interest
Certificates, this Amended Agreement, applicable law or contract. Thereupon, the
Company shall issue a new LLC Interest Certificate (if requested) to the Person
entitled thereto, cancel the old LLC Interest Certificate, and shall instruct
the Transfer Agent to record the transaction upon the Register.

            Section 3.4 Repurchase of LLC Interests by the Company.

            (a) The Board of Directors shall have authority to cause the Company
to conduct a capital reduction, including the repurchase of any number of issued
and outstanding LLC Interests; provided, however, that the Company shall not
purchase or redeem its LLC Interests for cash or other property if any such
purchase or redemption would be inconsistent with the requirements of Section
18-607 or Section 18-804 of the Act and provided further that so long as the
Trust remains the sole Member, the Company, as sponsor of the Trust, acting
through its Board of Directors, shall cause the Trust to conduct a capital
reduction on similar terms and shall

                                       16


ensure that an identical number of LLC Interests and shares of Trust Stock are
issued and outstanding at any one time.

            (b) At any time after the closing of the initial public offering of
the Trust Stock by the Trust, in the event the Board of Directors determines
that the Company shall make an offer to repurchase any number of issued and
outstanding LLC Interests, the Board of Directors shall deliver to the Transfer
Agent notice of such offer to repurchase and shall cause the Transfer Agent to
mail a copy of such notice to the Members and holders of Trust Stock, as the
case may be, at least thirty (30) days prior to such offer to repurchase. Any
LLC Interests tendered and repurchased by the Company, in accordance with this
Section 3.4, shall be deemed to be authorized and issued, but not outstanding
and, subject to Section 2.1, may subsequently be sold or Transferred for due
consideration.

                                   ARTICLE 4

                                   ALLOCATIONS

            Section 4.1 Profits. After giving effect to the special allocations
set forth in Sections 4.3 and 4.4 below, Profits for any Allocation Year shall
be allocated to the Members in proportion to their Percentage Interests.

            Section 4.2 Losses. After giving effect to the special allocations
set forth in Sections 4.3 and 4.4 and subject to Section 4.5, Losses for any
Allocation Year shall be allocated to the Members in proportion to their
Percentage Interests.

            Section 4.3 Special Allocations. The following special allocations
shall be made in the following order:

            (a) Minimum Gain Chargeback. Except as otherwise provided in Section
1.704-2(f) of the Regulations, notwithstanding any other provision of this
Article 4, if there is a net decrease in Company Minimum Gain during any
Allocation Year, each Member shall be specially allocated items of Company
income and gain for such Allocation Year (and, if necessary, subsequent
Allocation Years) in an amount equal to such Member's share of the net decrease
in Company Minimum Gain, determined in accordance with Regulations Section
1.704-2(g). Allocations pursuant to the previous sentence shall be made in
proportion to the respective amounts required to be allocated to each Member
pursuant thereto. The items to be so allocated shall be determined in accordance
with Sections 1.704-2(f)(6) and 1.704-2(j)(2) of the Regulations. This Section
4.3(a) is intended to comply with the minimum gain chargeback requirement in
Section 1.704-2(f) of the Regulations and shall be interpreted consistently
therewith.

            (b) Member Minimum Gain Chargeback. Except as otherwise provided in
Section 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of
this Article 4, if there is a net decrease in Member Nonrecourse Debt Minimum
Gain attributable to a Member Nonrecourse Debt during any Allocation Year, each
Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable
to such Member Nonrecourse Debt, determined in accordance with Section
1.704-2(i)(5) of the Regulations, shall be specially allocated items of

                                       17


Company income and gain for such Allocation Year (and, if necessary, subsequent
Allocation Years) in an amount equal to such Member's share of the net decrease
in Member Nonrecourse Debt, determined in accordance with Regulations Section
1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in
proportion to the respective amounts required to be allocated to each Member
pursuant thereto. The items to be so allocated shall be determined in accordance
with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations. This Section
4.3(b) is intended to comply with the minimum gain chargeback requirement in
Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently
therewith.

            (c) Qualified Income Offset. In the event any Member unexpectedly
receives any adjustments, allocations or distributions described in Section
1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6) of
the Regulations, items of Company income and gain shall be specially allocated
to such Member in an amount and manner sufficient to eliminate, to the extent
required by the Regulations, the Adjusted Capital Account Deficit of the Member
as quickly as possible, provided that an allocation pursuant to this Section
4.3(c) shall be made only if and to the extent that the Member would have an
Adjusted Capital Account Deficit after all other allocations provided for in
this Article 4 have been tentatively made as if this Section 4.3(c) were not in
this Amended Agreement.

            (d) Gross Income Allocation. In the event any Member has a deficit
Capital Account at the end of any Allocation Year which is in excess of the sum
of the amount such Member is obligated to restore pursuant to the penultimate
sentence of each of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each
such Member shall be specially allocated items of Company income and gain in the
amount of such excess as quickly as possible, provided that an allocation
pursuant to this Section 4.3(d) shall be made only if and to the extent that
such Member would have a deficit Capital Account in excess of such sum after all
other allocations provided for in this Article 4 have been made as if Section
4.3(c) hereof and this Section 4.3(d) were not in this Amended Agreement.

            (e) Nonrecourse Deductions. Nonrecourse Deductions for any
Allocation Year shall be specially allocated to the Members in proportion to
their respective Percentage Interests.

            (f) Member Nonrecourse Deductions. Any Member Nonrecourse Deductions
for any Allocation Year shall be specially allocated to the Member who bears the
economic risk of loss with respect to the Member Nonrecourse Debt to which such
Member Nonrecourse Deductions are attributable in accordance with Regulations
Section 1.704-2(i)(1).

            (g) Section 754 Adjustments. To the extent an adjustment to the
adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code
Section 743(b), is required, pursuant to Regulations Section
1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in
determining Capital Accounts as the result of a distribution to a Member in
complete liquidation of such Member's interest in the Company, the amount of
such adjustment to Capital Accounts shall be treated as an item of gain (if the
adjustment increases the basis of the asset) or loss (if the adjustment
decreases such basis) and such gain or loss shall be specially allocated to the
Members in accordance with their interests in the Company in the event
Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies or to the Member to whom
such distribution was made in the event Regulations Section
1.704-1(b)(2)(iv)(m)(4) applies.

                                       18


            (h) Allocations Relating to Taxable Issuance of Company LLC
Interests. Any income, gain, loss or deduction realized as a direct or indirect
result of the issuance of LLC Interests by the Company to a Member (the
"ISSUANCE ITEMS") shall be allocated among the Members so that, to the extent
possible, the net amount of such Issuance Items, together with all other
allocations made under this Amended Agreement to each Member, shall be equal to
the net amount that would have been allocated to each such Member if the
Issuance Items had not been realized.

            Section 4.4 Curative Allocations. The allocations set forth in
Sections 4.3(a), 4.3(b), 4.3(c), 4.3(d), 4.3(e), 4.3(f), 4.3(g) and 4.5 hereof
(the "REGULATORY ALLOCATIONS") are intended to comply with certain requirements
of the Regulations. It is the intent of the Members that, to the extent
possible, all Regulatory Allocations shall be offset either with other
Regulatory Allocations or with special allocations of other items of Company
income, gain, loss or deduction pursuant to this Section 4.4. Therefore,
notwithstanding any other provision of this Article 4 (other than the Regulatory
Allocations), the Board of Directors shall make such offsetting special
allocations of Company income, gain, loss or deduction in whatever manner it
determines appropriate so that, after such offsetting allocations are made, each
Member's Capital Account balance is, to the extent possible, equal to the
Capital Account balance such Member would have had if the Regulatory Allocations
were not part of this Amended Agreement and all Company items were allocated
pursuant to Sections 4.1, 4.2 and 4.3(h) hereof.

            Section 4.5 Loss Limitation. Losses allocated pursuant to Section
4.2 hereof shall not exceed the maximum amount of Losses that can be allocated
without causing any Member to have an Adjusted Capital Account Deficit at the
end of any Allocation Year. In the event some but not all of the Members would
have Adjusted Capital Account Deficits as a consequence of an allocation of
Losses pursuant to Section 4.2 hereof, the limitation set forth in this Section
4.5 shall be applied on a Member-by-Member basis, and Losses not allocable to
any Member as a result of such limitation shall be allocated to the other
Members in accordance with the positive balances in such Members' Capital
Accounts so as to allocate the maximum permissible Losses to each Member under
Section 1.704-1(b)(2)(ii)(d) of the Regulations.

            Section 4.6 Other Allocation Rules.

            (a) For purposes of determining the Profits and Losses or any other
items allocable to any period, Profits, Losses, and any other such items shall
be determined on a monthly or other basis, as determined by the Company using
any method permissible under Code Section 706 and the Regulations thereunder.

            (b) The Members are aware of the income tax consequences of the
allocations made by this Article 4 and hereby agree to be bound by the
provisions of this Article 4 in reporting their shares of Company income and
loss for income tax purposes.

            (c) Solely for purposes of determining a Member's proportionate
share of the "excess nonrecourse liabilities" of the Company within the meaning
of Regulations Section 1.752-3(a)(3), the Members' interests in Company profits
are in proportion to their Percentage Interests.

                                       19


            (d) To the extent permitted by Section 1.704-2(h)(3) of the
Regulations, the Manager shall endeavor to treat distributions as having been
made from the proceeds of a Nonrecourse Liability or a Member Nonrecourse Debt
only to the extent that such distributions would cause or increase an Adjusted
Capital Account Deficit for any Member.

            Section 4.7 Tax Allocations: Code Section 704(c). In accordance with
Code Section 704(c) and the Regulations thereunder, income, gain, loss and
deduction with respect to any Property contributed to the capital of the Company
shall, solely for tax purposes, be allocated among the Members so as to take
account of any variation between the adjusted basis of such Property to the
Company for U.S. federal income tax purposes and its initial Gross Asset Value
(computed in accordance with the definition of Gross Asset Value) using a
method, selected in the discretion of the Board of Directors in accordance with
Section 1.704-3 of the Regulations.

            In the event the Gross Asset Value of any Company asset is adjusted
pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent
allocations of income, gain, loss and deduction with respect to such asset shall
take account of any variation between the adjusted basis of such asset for U.S.
federal income tax purposes and its Gross Asset Value in the same manner as
under Code Section 704(c) and the Regulations thereunder.

            Any elections or other decisions relating to such allocations shall
be made by the Company in any manner that reasonably reflects the purpose and
intention of this Amended Agreement. Allocations pursuant to this Section 4.7
are solely for purposes of U.S. federal, state and local taxes and shall not
affect, or in any way be taken into account in computing, any Member's Capital
Account or share of Profits, Losses, other items or distributions pursuant to
any provision of this Amended Agreement.

                                   ARTICLE 5

                           DIVIDENDS AND DISTRIBUTIONS

            Section 5.1 Net Cash Flow. Except as otherwise provided in Section
5.3 and Section 14 hereof, the Board of Directors may, in its sole discretion
and at any time, declare and pay dividends and make and pay distributions with
respect to the LLC Interests from Net Cash Flow to the Members in proportion to
their Percentage Interests.

            Section 5.2 Amounts Withheld. All amounts withheld pursuant to the
Code or any provision of any state, local or foreign tax law with respect to any
payment, dividend or other distribution or allocation to the Company or the
Members shall be treated as amounts paid, as the case may be, to the Members
with respect to which such amounts were withheld pursuant to this Article 5.2
for all purposes under this Amended Agreement. The Company is authorized to
withhold from payments or with respect to allocations to the Members, and to pay
over to any U.S. federal, state and local government or any foreign government,
any amounts required to be so withheld pursuant to the Code or any provisions of
any other U.S. federal, state or local law or any foreign law, and shall
allocate any such amounts to the Members with respect to which such amounts were
withheld. For so long as the Trust is a Member, all amounts withheld in
accordance with this Section 5.2 will be treated as amounts paid, as the case
may be, to holders

                                       20


of the Trust Stock and any such amounts shall be allocated to the holders of the
Trust Stock in the same amounts as any such allocations were made per LLC
Interest.

            Section 5.3 Limitations on Dividends and Distributions.

            (a) The Company shall make no dividend or other distributions to the
Members except as provided in this Article 5 and Section 14 hereof.

            (b) A Member may not receive dividends or other distributions from
the Company to the extent such dividend or other distribution is inconsistent
with, or in violation of, the Act or any provision of this Amended Agreement.

                                   ARTICLE 6

                               BOARD OF DIRECTORS

            Section 6.1 Initial Board. Initially, the Board of Directors shall
be comprised of the following individuals: John Roberts, Peter Stokes and
Stephen Peet (each, an "INITIAL DIRECTOR" and, collectively, the "INITIAL
BOARD"). Each Initial Director shall hold office until his successor is elected
or appointed and qualified, or until his earlier resignation or removal in
accordance with this Article 6. The Initial Board shall have all of the powers
and authorities accorded to the Board of Directors, and each Initial Director
shall have all of the powers and authorities accorded the directors of the
Company under the terms of this Amended Agreement.

            Section 6.2 General Powers. The business and affairs of the Company
shall be managed by or under the direction of its Board of Directors. Each
director of the Company, when acting in such capacity, is a manager within the
meaning of Section 18-402 of the Act and as such is vested with the powers and
authorities necessary for the management of the Company, subject to the terms of
this Amended Agreement and the Management Services Agreement and provided that
no director is authorized to act individually on behalf of the Company and the
Board of Directors shall only take action in accordance with the quorum and
other requirements provided by this Amended Agreement. In addition to the powers
and authorities expressly conferred upon it by this Amended Agreement, the Board
of Directors may exercise all such powers of the Company and do all such lawful
acts and things as are not by applicable law, including the Rules and
Regulations, or by this Amended Agreement required to be exercised or done by
the Members. Without limiting the generality of the foregoing, it shall be the
responsibility of the Board of Directors to establish broad objectives and the
general course of the business, determine basic policies, appraise the adequacy
of overall results, and generally represent and further the interests of the
Members.

            Section 6.3 Duties of Directors. Except as provided in this Amended
Agreement and the Management Services Agreement, the fiduciary duties of the
directors of the Company are intended to be consistent with the fiduciary duties
applicable to directors of a corporation incorporated under the General
Corporation Law of the State of Delaware, as if such directors were directors of
a corporation incorporated under the General Corporation Law of the State of
Delaware. Except as provided in this Amended Agreement and the Management
Services Agreement, the fiduciary duties of the directors of the Company shall
be interpreted consistently

                                       21


with the jurisprudence regarding such fiduciary duties of directors of a
corporation under the General Corporation Law of the State of Delaware. It shall
be expressly understood that no director of the Company has any fiduciary duties
with respect to any action or inaction of the Manager pursuant to the terms of
the Management Services Agreement, and that any actions or inactions of the
directors of the Company, to cause the Company to act in compliance or in
accordance with the Management Services Agreement, are consistent with the
fiduciary duties of such directors. For the avoidance of doubt, the directors of
the Company shall have no additional fiduciary duties by virtue of their status
as managers under the Act.

            Section 6.4 Number, Tenure and Qualifications. As provided by
Section 6.1, the Initial Board shall be comprised of three (3) Initial Directors
and at all times from and after the closing of the initial public offering of
the shares of Trust Stock by the Trust the composition of the Board of Directors
shall consist of at least a majority of Independent Directors. Subject to this
Section 6.4, the number of directors shall be fixed from time to time
exclusively pursuant to a resolution adopted by the Board of Directors, but
shall consist of not less than four (4) nor more than twelve (12) directors.
However, no decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director. The term of each
director shall be the period from the effective date of such director's election
to the next annual meeting of Members until such director's successor is duly
elected and qualified or until such director's earlier resignation or removal.
Directors need not be residents of the State of Delaware or Members.

            Section 6.5 Election of Directors. Except as provided in Sections
6.1 and 6.8 and with respect to any director to be appointed by the Manager to
serve as Chairman, or Alternate Chairman (defined below), in accordance with
Section 6.9, the directors shall be elected at the annual meeting of Members. At
any meeting of Members duly called and held for the election of directors at
which a quorum is present, directors shall be elected by a plurality of the LLC
Interests present in person or represented by proxy at the meeting of Members.


            Section 6.6 Removal. With the exception of the director appointed by
the Manager to serve as the Chairman of the Company pursuant to the Management
Services Agreement, any director may be removed from office, but only for cause,
by the affirmative vote of the Members holding at least sixty-six and two-thirds
percent (66 2/3%) of the issued and outstanding LLC Interests. If any directors
are so removed, new directors may be elected by the Members at the same meeting
in accordance with Section 6.5 hereof. For so long as the Manager is entitled to
appoint a director of the Board of Directors to serve as Chairman pursuant to
the terms of the Management Services Agreement, the Manager may, in its sole
discretion, remove the Chairman from office and as a director, with or without
cause. If the Chairman is so removed, a new Chairman shall be appointed in
accordance with Section 6.9.


            Section 6.7 Resignations. Any director, whether elected or
appointed, may resign at any time upon notice of such resignation to the
Company. An Independent Director who ceases to be independent shall promptly
resign to the extent required for the Company or the Manager to comply with
applicable laws, rules and regulations.

            Section 6.8 Vacancies and Newly Created Directorships. Subject to
Section 6.9, and except as otherwise provided in Section 6.6, vacancies and
newly created directorships

                                       22


resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, although less than a quorum, or
by a sole remaining director. Unless otherwise provided in this Amended
Agreement, when one or more directors, other than a director appointed by the
Manager pursuant to Section 6.9 hereof, shall resign from the Board, a majority
of directors then in office shall have the power to fill such vacancy or
vacancies, the vote thereon to take effect when such resignation or resignations
shall become effective. For so long as the Manager is entitled to appoint a
director of the Board of Directors to serve as Chairman pursuant to the terms of
the Management Services Agreement, the Manager shall be entitled to appoint the
successor to the Chairman upon resignation or removal by the Manager of the
Chairman.

            Section 6.9 Appointment of or Nomination and Election of Chairman;
Appointment of Alternate Chairman. For so long as the Manager is entitled to
appoint a director of the Board of Directors to serve as Chairman pursuant to
the terms of the Management Services Agreement, the Manager shall appoint one
director of the Board of Directors to serve as Chairman, and one alternate
therefor to serve in such capacity in the absence of the appointed Chairman (the
"ALTERNATE CHAIRMAN"). The Alternate Chairman shall be entitled to attend all
regular and special meetings of the Board of Directors and, in the absence of
the Chairman, shall have all the rights, privileges and responsibilities,
including the voting rights, of the Chairman and shall have all the rights,
privileges and responsibilities of a director of the Board of Directors. In all
other cases, the nomination of a director to serve as Chairman of the Board of
Directors and the election of such director by the Members at a Members' meeting
shall be conducted in accordance with Sections 9.8 and 9.9.

            Section 6.10 Chairman of the Board. The Chairman of the Board shall
be a member of the Board of Directors. The Chairman is not required to be an
employee of the Company. The Chairman of the Board, if present, or the Alternate
Chairman, shall preside at all meetings of the Board of Directors. For so long
as the Manager is entitled to appoint the director of the Board of Directors to
serve as Chairman pursuant to the terms of the Management Services Agreement and
if the appointed Chairman and any Alternative Chairman is unavailable for any
reason, the duties of the Chairman of the Board shall be performed, and the
Chairman of the Board's authority may be exercised, by a director designated for
this purpose by the remaining members of the Board of Directors. The Chairman of
the Board shall perform such other duties and have such other powers as may be
prescribed by the Board of Directors or this Amended Agreement, all in
accordance with basic policies as may be established by the Company, and subject
to the approval and oversight of the Board of Directors.

            Section 6.11 Regular Meetings. A regular meeting of the Board of
Directors shall be held without any other notice than this Amended Agreement,
immediately after, and at the same place (if any) as, each annual meeting of
Members. The Board of Directors may, by resolution, provide the time and place
(if any) for the holding of additional regular meetings without any other notice
than such resolution. Unless otherwise determined by the Board of Directors, the
Secretary of the Company shall act as Secretary at all regular meetings of the
Board of Directors and in the Secretary's absence a temporary Secretary shall be
appointed by the chairman of the meeting.

                                       23


            Section 6.12 Special Meetings. Special meetings of the Board of
Directors shall be called at the request of the Chief Executive Officer, the
Chairman of the Board or a majority of the Board of Directors. The Person or
Persons authorized to call special meetings of the Board of Directors may fix
the place and time of the meetings. Unless otherwise determined by the Board of
Directors, the Secretary of the Company shall act as Secretary at all special
meetings of the Board of Directors and in the Secretary's absence a temporary
Secretary shall be appointed by the chairman of the meeting.

            Section 6.13 Notice for Special Meetings. Notice of any special
meeting of the Board of Directors shall be mailed by first class mail, postage
paid, to each director at his or her business or residence not later than three
(3) days before the day on which such meeting is to be held or shall be sent to
either of such places by telegraph, express courier service (including, without
limitation, Federal Express) or facsimile (directed to the facsimile number to
which the director has consented to receive notice) or other electronic
transmission (including, but not limited to, an e-mail address at which the
director has consented to receive notice), or be communicated to each director
personally or by telephone not later than one (1) day before such day of
meeting; provided, however, that if the business to be transacted at such
special meeting includes a proposed amendment to this Amended Agreement, notice
shall be communicated to each director personally or by telephone not later than
three (3) days before such day of meeting. Except in the case where the business
to be transacted at such special meeting includes a proposed amendment to this
Amended Agreement, neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the Board of Directors need be specified in
the notice of such meeting. A meeting may be held at any time without notice if
all the directors are present or if those not present waive notice of the
meeting in accordance with Section 9.12 hereof, either before or after such
meeting.

            Section 6.14 Waiver of Notice. Whenever any notice is required to be
given to any director of the Company under the terms of this Amended Agreement,
a waiver thereof in writing, signed by the Person or Persons entitled to such
notice, or a waiver thereof by electronic transmission by the Person or Persons
entitled to notice, whether before or after the time stated in such notice,
shall be deemed equivalent to the giving of such notice. Neither the business to
be transacted at, nor the purpose of, any meeting of the Board of Directors or
committee thereof need be specified in any written waiver of notice or any
waiver by electronic transmission of notice of such meeting.

            Section 6.15 Action Without Meeting. Any action required or
permitted to be taken at any meeting by the Board of Directors or any committee
or subcommittee thereof, as the case may be, may be taken without a meeting if a
consent thereto is signed or transmitted electronically, as the case may be, by
all members of the Board or of such committee or subcommittee, as the case may
be, and the writing or writings or electronic transmission or transmissions are
filed with the minutes of proceedings of the Board of Directors or such
committee or subcommittee; provided, however, that such electronic transmission
or transmissions must either set forth or be submitted with information from
which it can be determined that the electronic transmission or transmissions
were authorized by the director. Such filing shall be in paper form if the
minutes are maintained in paper form and shall be in electronic form if the
minutes are maintained in electronic form.

                                       24


            Section 6.16 Conference Telephone Meetings. Members of the Board of
Directors, or any committee or subcommittee thereof, may participate in a
meeting of the Board of Directors or such committee or subcommittee by means of
conference telephone or other communications equipment by means of which all
Persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at such meeting.

            Section 6.17 Quorum. At all meetings of the Board of Directors, at
least fifty percent (50%) of the then total number of directors in office (such
total number of directors, the "ENTIRE BOARD OF DIRECTORS") shall constitute a
quorum for the transaction of business. At all meetings of any committee of the
Board of Directors, the presence of a majority of the total number of members of
such committee (assuming no vacancies) shall constitute a quorum. The act of a
majority of the directors or committee members present at any meeting at which
there is a quorum shall be the act of the Board of Directors or such committee,
as the case may be. If a quorum shall not be present at any meeting of the Board
of Directors or any committee, a majority of the directors or members, as the
case may be, present thereat may adjourn the meeting from time to time without
further notice other than announcement at the meeting. The members of the Board
of Directors present at a duly organized meeting at which a quorum is present
may continue to transact business until adjournment, notwithstanding the
withdrawal of enough members of the Board of Directors to leave less than a
quorum.

            Section 6.18 Committees.

            (a) Following the election of the successors to each of the members
of the Initial Board, the Company shall have three standing committees: the
Nominating and Governance Committee, the Audit Committee and the Compensation
Committee, as set out below. Each of the Nominating and Governance Committee,
the Audit Committee and the Compensation Committee shall adopt by resolution a
charter to establish the rules and responsibilities of such committee in
accordance with applicable law, including the Rules and Regulations and the
Applicable Listing Rules.

            (i)   Nominating and Governance Committee. The Board of Directors,
      by resolution adopted by a majority of the Entire Board of Directors, will
      designate a Nominating and Governance Committee comprised solely of
      Independent Directors, which Committee shall oversee the Company's
      commitment to good corporate governance and develop and recommend to the
      Board a set of corporate governance principles and oversee the evaluation
      of the performance of the Board of Directors.

            In addition, the Nominating and Governance Committee shall recommend
      to the Board of Directors specific policies or guidelines concerning
      criteria for directors and shall also recommend to the Board of Directors
      nominees for election to the Board in connection with any meeting of
      Members at which directors are to be elected or in connection with any
      meeting of the Board of Directors to fill any vacancy which the Board of
      Directors is authorized under this Amended Agreement to fill. The
      Nominating and Governance Committee will solicit recommendations for
      director nominees from the Chairman and the Chief Executive Officer of the
      Company. The Nominating and Governance Committee may also recommend, to
      the Board, specific policies or

                                       25


      guidelines concerning the structure and composition of the Board of
      Directors or committees of the Board of Directors, the size and
      composition of the Board of Directors and the selection, tenure and
      retirement of directors and matters related thereto.

            (ii)  Audit Committee. The Board of Directors, by resolution adopted
      by a majority of the Entire Board of Directors, will designate an Audit
      Committee comprised of not fewer than three (3) nor more than seven (7)
      Independent Directors, all of whom meet the financial literacy
      requirements of law and of the Applicable Listing Rules. At least one
      member of the Audit Committee will meet the accounting or related
      financial management expertise required to be established by the Board of
      Directors. The Audit Committee shall review and make recommendations to
      the Board of Directors with respect to: the independence, qualifications
      and services of the independent public accountants employed by the Company
      from time to time to audit the books of the Company, the scope of their
      audits, the adequacy of their audit reports, and recommendations made by
      them. The Audit Committee shall also make such reviews of internal
      financial audits and controls as the Audit Committee considers desirable.

            The Audit Committee, in its capacity as a committee of the Board of
      Directors, shall be directly responsible for the appointment,
      compensation, retention and oversight of the work of any registered public
      accounting firm engaged for the purposes of preparing or issuing an audit
      report or performing any other audit review (including resolution of
      disagreements between management, including the Manager, and the auditor
      regarding financial reporting), or attestation services for the Company,
      and each such registered public accounting firm shall report directly to
      the Audit Committee.

            The Audit Committee shall review the Company's financial disclosure
      documents, significant developments in accounting principles and
      significant proposed changes in financial statements and any auditors'
      attestation report on management's assessment of the Company's internal
      controls and financial reporting to be included in the Company's annual
      report to be filed with the Securities and Exchange Commission in
      accordance with the Exchange Act and the Rules and Regulations. The Audit
      Committee shall also review and monitor the Company's codes of conduct to
      guard against significant conflicts of interest and dishonest, unethical
      or illegal activities. The Audit Committee shall review periodically the
      performance of the Company's accounting and financial personnel and shall
      review material litigation and regulatory proceedings and other issues
      relating to potentially significant corporate liability.

            The Audit Committee will also be designated as and serve as the
      qualified legal compliance committee for the Company in accordance with
      the provisions of Section 307 of the Sarbanes-Oxley Act of 2002 and the
      Rules and Regulations and will be responsible, upon receipt of a report of
      evidence of a material legal violation, for notifying the Chief Executive
      Officer or General Counsel of such report, investigating and recommending
      appropriate measures to the Board of Directors and, if the Company does
      not appropriately respond, taking further appropriate action, including
      notification to the Securities and Exchange Commission.

                                       26


            The Audit Committee shall establish procedures for: (a) the receipt,
      retention and treatment of complaints received by the Company regarding
      accounting, internal accounting controls or auditing matters, and (b) the
      submission by employees of the Company and others, on a confidential and
      anonymous basis, of concerns regarding questionable accounting or auditing
      matters.

            The Audit Committee shall have the authority to engage independent
      counsel and other advisors, as it determines necessary, to carry out its
      duties.

            The Company shall provide appropriate funding, as determined by the
      Audit Committee, in its capacity as a committee of the Board of Directors
      for payment of:

                  (A)   compensation to any registered public accounting firm
                        engaged for the purpose of preparing or issuing an audit
                        report or performing other audit, review or attest
                        services for the Company;

                  (B)   compensation to independent counsel and other advisors
                        engaged pursuant to the above paragraph; and

                  (C)   ordinary administrative expenses of the Audit Committee
                        that are necessary or appropriate in carrying out its
                        duties.

            (iii) Compensation Committee. The Board of Directors, by resolution
      adopted by a majority of the Entire Board of Directors, will designate a
      Compensation Committee comprised solely of Independent Directors. The
      Compensation Committee shall be responsible for reviewing the performance
      of the Manager pursuant to the terms of the Management Services Agreement,
      the remuneration of the Manager and the compensation of directors elected
      by the Members.

            (b) In addition, the Board of Directors may designate one or more
additional committees or subcommittees, with each such committee or subcommittee
consisting of such number of directors of the Company and having such powers and
authority as shall be determined by resolution of the Board of Directors.

            (c) All acts done by any committee or subcommittee within the scope
of its powers and authority pursuant to this Amended Agreement and the
resolutions adopted by the Board of Directors in accordance with the terms
hereof shall be deemed to be, and may be certified as being, done or conferred
under authority of the Board of Directors. The Secretary is empowered to certify
that any resolution duly adopted by any such committee is binding upon the
Company and to execute and deliver such certifications from time to time as may
be necessary or proper to the conduct of the business of the Company.

            (d) Regular meetings of committees shall be held at such times as
may be determined by resolution of the Board of Directors or the committee or
subcommittee in question and no notice shall be required for any regular meeting
other than such resolution. A special meeting of any committee or subcommittee
shall be called by resolution of the Board of Directors or by the Secretary upon
the request of the Chief Executive Officer, the Chairman or a

                                       27


majority of the members of any committee. Notice of special meetings shall be
given to each member of the committee in the same manner as that provided for in
Section 6.13 hereof.

            Section 6.19 Committee Members.

            (a) Each member of any committee of the Board of Directors shall
hold office until such member's successor is elected and has qualified, unless
such member sooner dies, resigns or is removed.

            (b) For so long as the Manager is entitled to appoint the director
of the Board of Directors to serve as Chairman pursuant to the terms of the
Management Services Agreement, and subject to the applicable qualifications or
requirements of the membership of any committee, the Manager may designate one
director to serve as the Chairman of such committee if the appointed Chairman,
and any Alternate Chairman, is unavailable for any reason. In all other cases,
the Board of Directors may designate one or more directors as alternate members
of any committee to fill any vacancy on a committee and to fill a vacant
chairmanship of a committee, occurring as a result of a member or chairman
leaving the committee, whether through death, resignation, removal or otherwise.

            Section 6.20 Committee Secretary. The Secretary of the Company shall
act as Secretary of any committee or subcommittee, unless otherwise provided by
the Board of Directors or the committee or subcommittee, as applicable.

            Section 6.21 Compensation. The directors may be paid their expenses,
if any, incurred with respect to their attendance at each meeting of the Board
of Directors and may be paid compensation as director or chairman of any
committee or subcommittee, as the case may be, as determined by the Initial
Board or the Compensation Committee, as the case may be. Members of special or
standing committees may be allowed like compensation and payment of expenses for
attending committee meetings. For so long as the Manager is entitled to appoint
a director of the Board of Directors to serve as Chairman pursuant to the terms
of the Management Services Agreement, the Chairman shall not receive any
compensation from the Company for his or her service as Chairman of the Board,
but shall be entitled to the payment of all out-of-pocket expenses incurred in
attending regular or special meetings of the Board of Directors.

            Section 6.22 Indemnification, Advances and Insurance.

            (a) Each Person who was or is made a party or is threatened to be
made a party to or is involved in any manner in any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter, a "PROCEEDING"), by reason of the fact that he, she
or a Person of whom he or she is the legal representative is or was a director
or officer of the Company, or is or was serving at the request of the Company as
a director or officer of a Subsidiary of the Company, if the Person acted in
good faith and in a manner the Person reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe the Person's conduct
was unlawful, shall be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the Person in connection with such proceeding, and held harmless by the
Company

                                       28


to the fullest extent permitted from time to time by the General Corporation Law
of the State of Delaware as the same exists or may hereafter be amended (but, if
permitted by applicable law, in the case of any such amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted the Company to provide prior to
such amendment) or any other applicable laws as presently or hereafter in
effect, and such indemnification shall continue as to a Person who has ceased to
be a director or officer and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that the Company shall
indemnify any such Person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such Person only if such proceeding
(or part thereof) was authorized by the Board of Directors or is a proceeding to
enforce such Person's claim to indemnification pursuant to the rights granted by
this Amended Agreement. The Company shall pay the expenses (including attorneys'
fees) incurred by such Person in defending any such proceeding in advance of its
final disposition upon receipt (unless the Company upon authorization of the
Board of Directors waives such requirement to the extent permitted by applicable
law) of an undertaking by or on behalf of such Person to repay such amount if it
shall ultimately be determined by final judicial decision from which there is no
further right of appeal that such Person is not entitled to be indemnified by
the Company as authorized in this Amended Agreement or otherwise.

            With respect to any Person who is a present or former director of
the Company, the undertaking required by this Section 6.22(a) shall be an
unlimited general obligation but need not be secured and shall be accepted
without reference to financial ability to make repayment, provided, however,
that such present or former director of the Company does not transfer assets
with the intent of avoiding such repayment. With respect to any Person who is a
present or former director of the Company, the provisions of Section 6.22(b)
relating to a determination that indemnification is proper in the circumstances
shall not be a condition to such Person's right to receive advances pursuant to
this Section 6.22(a).

            (b) Any indemnification of a present or former director or officer
under this Section 6.22 shall be made by the Company only as authorized in the
specific case upon a determination that indemnification of the present or former
director or officer is proper in the circumstances because the Person has met
the applicable standard of conduct set forth in Section 6.3 or the applicable
section of Article 7, as the case may be, and acted in good faith and in a
manner the Person reasonably believed to be in, or not opposed to, the best
interests of the Company and, with respect to any criminal action or proceeding,
had no reasonable cause to believe that its conduct was unlawful. Such
determination shall be made, with respect to a Person who is a director or
officer at the time of such determination, (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, (2) by a committee of such directors designated by a
majority vote of such directors, even though less than a quorum, (3) if there
are no such directors, or if a majority, even though less than a quorum, of such
directors so direct, by independent legal counsel in a written opinion, or (4)
by the Members. The indemnification and the advancement of expenses incurred in
defending a proceeding prior to its final disposition provided by or granted
pursuant to this Amended Agreement shall not be exclusive of any other right
which any Person may have or hereafter acquire under any statute, provision of
the Certificate, other provision of this Amended Agreement, vote of Members or
Disinterested Directors (as defined below) or otherwise. No repeal, modification
or amendment of, or adoption of any provision inconsistent with, this

                                       29


Section 6.22, nor, to the fullest extent permitted by applicable law, any
modification of law, shall adversely affect any right or protection of any
Person granted pursuant hereto existing at, or with respect to any events that
occurred prior to, the time of such repeal, amendment, adoption or modification.

            (c) The Company may maintain insurance, at its expense, to protect
itself and any Person who is or was a director, officer, partner, Member,
employee or agent of the Company or a Subsidiary of the Company or of another
corporation, partnership, limited liability company, joint venture, trust or
other enterprise against any expense, liability or loss, whether or not the
Company would have the power to indemnify such Person against such expense,
liability or loss under the General Corporation Law of the State of Delaware or
the Act.

            (d) The Company may, to the extent authorized from time to time by
the Board of Directors, 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 Person who is or was an employee or agent of the
Company or any Subsidiary of the Company (other than those Persons indemnified
pursuant to clause (a) of this Section 6.22) and to any Person who is or was
serving at the request of the Company or a Subsidiary of the Company as a
director, officer, partner, member, employee or agent of another corporation,
partnership, limited liability company, joint venture, trust or other
enterprise, including service with respect to employee benefit plans maintained
or sponsored by the Company or a Subsidiary of the Company, to the fullest
extent of the provisions of this Amended Agreement with respect to the
indemnification and advancement of expenses of directors and officers of the
Company. The payment of any amount to any Person pursuant to this clause (d)
shall subrogate the Company to any right such Person may have against any other
Person or entity.

            (e) The indemnification provided in this Section 6.22 is intended to
comply (subject to the limitations expressly provided in this Amended Agreement)
with the requirements of the General Corporation Law of the State of Delaware as
it relates to the indemnification of officers, directors, employees and agents
of a Delaware corporation and, as such (except as expressly provided in this
Amended Agreement), should be interpreted consistently with the provisions of,
and jurisprudence regarding, the General Corporation Law of the State of
Delaware.

            (f) Any notice, request or other communications required or
permitted to be given to the Company under this Section 6.22 shall be in writing
and either delivered in person or sent by facsimile, telex, telegram, overnight
mail or courier service, or certified or registered mail, postage prepaid,
return receipt requested, to the General Counsel or the Secretary of the Company
and shall be effective only upon receipt by the General Counsel or the
Secretary, as the case may be.

            (g) To the fullest extent permitted by the law of the State of
Delaware, each Member, director, officer, employee and agent of the Company
agrees that all actions for the advancement of expenses or indemnification
brought under this Section 6.22 or under any vote of Members or Disinterested
Directors or otherwise shall be a matter to which Section 18-111 of the Act
shall apply and which shall be brought in the Court of Chancery of the State of

                                       30


Delaware. The Court of Chancery may summarily determine the Company's
obligations to advance expenses (including attorneys' fees).

            (h) For purposes of this Section 6.22, "DISINTERESTED DIRECTOR"
means a director of the Company who is not and was not a party to the proceeding
or matter in respect of which indemnification is sought by the claimant.

            Section 6.23 Reliance; Limitations in Liability. (a) Each director
of the Company shall, in the performance of such director's duties, be fully
protected in relying in good faith upon the records of the Company and upon such
information, opinions, reports or statements presented to the Company by the
Manager, or employees of the Manager, or any of the officers of the Company, or
committees of the Board of Directors, or by any other Person as to matters the
director reasonably believes are within such other Person's professional or
expert competence and who has been selected with reasonable care by or on behalf
of the Company, including, without limitation, information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits or
losses of the Company or any other facts pertinent to the existence and amount
of the assets, liabilities, profits or losses of the Company from which
distributions to Members might properly be paid.

            (b) No director shall be liable to the Company or the Members for
monetary damages for any breach of fiduciary duty by such director as a
director; provided, however, that a director shall be liable to the same extent
as if he or she were a director of a Delaware corporation pursuant to the
General Corporation Law of the State of Delaware (i) for breach of the
director's duty of loyalty to the Company or its Members, (ii) for acts or
omissions not in good faith or a knowing violation of applicable law, or (iii)
for any transaction for which the director derived an improper benefit.

            (c) A director of the Company shall not be liable to the Company,
the Manager, any Member, the Trust or any other Person for: (i) any action taken
or not taken as required by the this Amended Agreement; (ii) any action taken or
not taken as permitted by this Amended Agreement and, with respect to which,
such director acted on an informed basis, in good faith and with the honest
belief that such action, taken or not taken, was in the best interests of the
Company; or (iii) the Company's compliance with an obligation incurred or the
performance of any agreement entered into prior to such director having become a
director of the Company.

            (d) Any director shall not be liable to the Company or to any other
director or Member of the Company or any such other Person for the director's
good faith reliance on the provisions of this Amended Agreement.

            (e) The debts, obligations and liabilities of the Company shall be
solely the debts, obligations and liabilities of the Company and no director
shall be obligated personally for any such debt, obligation or liability of the
Company solely by reason of being a director.

                                       31


                                    ARTICLE 7

                                    OFFICERS

            Section 7.1 General.

            (a) The officers of the Company shall be elected by the Board of
Directors, subject to Section 7.1(b) and Article 8. Initially, the officers of
the Company shall consist of a Chief Executive Officer, Chief Financial Officer
and Secretary. Thereafter, the officers of the Company shall consist of a Chief
Executive Officer, a Chief Financial Officer and a Secretary and, subject to
clause (b) of this Section 7.1, such other officers as in the judgment of the
Board of Directors may be necessary or desirable, including a General Counsel.
All officers elected by the Board of Directors shall have such powers and duties
as generally pertain to their respective offices, subject to the specific
provisions of this Article 7. Such officers shall also have powers and duties as
from time to time may be conferred by the Board of Directors or any committee
thereof. Any number of offices may be held by the same Person, unless otherwise
prohibited by law or this Amended Agreement. The officers of the Company need
not be Members or directors of the Company.

            (b) For so long as the Management Services Agreement is in effect,
the Manager shall, subject at all times to the supervision of the Board of
Directors, provide and be responsible for the day-to-day management of the
Company, including the secondment of personnel nominated to serve as the Chief
Executive Officer and the Chief Financial Officer. In accordance with the terms
of the Management Services Agreement, only the Manager will have the right to
nominate officers of the Company, including the Secretary and the General
Counsel, if any. The Board of Directors shall elect nominated personnel as
officers of the Company in accordance with this Article 7. In the event that the
appointment of the Manager is terminated pursuant to the terms of the Management
Services Agreement and no replacement manager is retained, the Nominating and
Governance Committee shall nominate and the Board of Directors shall elect the
officers of the Company.

            Section 7.2 Duties of Officers. Except as provided in this Amended
Agreement and the Management Services Agreement, the fiduciary duties of the
officers of the Company are intended to be consistent with the fiduciary duties
applicable to officers of a corporation incorporated under the General
Corporation Law of the State of Delaware, as if such officers were officers of a
corporation incorporated under the General Corporation Law of the State of
Delaware. Except as provided in this Amended Agreement and the Management
Services Agreement, the fiduciary duties of the officers of the Company shall be
interpreted consistently with the jurisprudence regarding such fiduciary duties
of officers of a corporation under the General Corporation Law of the State of
Delaware. It shall be expressly understood that no officer of the Company owes
any fiduciary duties to the Members or the Company with respect to any action or
inaction of the Manager pursuant to the terms of the Management Services
Agreement.

            Section 7.3 Election and Term of Office. Subject to Section 7.1(b)
above, the elected officers of the Company shall be elected annually by the
Board of Directors at the regular meeting of the Board of Directors held after
each annual meeting of the Members. If the election

                                       32


of officers shall not be held at such meeting, such election shall be held as
soon thereafter as is convenient. Each officer shall hold office until his or
her successor shall have been duly elected and qualified or until his or her
death or resignation or removal.

            Section 7.4 Chief Executive Officer. The Chief Executive Officer of
the Company shall, subject to the oversight of the Board of Directors,
supervise, coordinate and manage the Company's business and operations, and
supervise, coordinate and manage its activities, operating expenses and capital
allocation, shall have general authority to exercise all the powers necessary
for the Chief Executive Officer of the Company and shall perform such other
duties and have such other powers as may be prescribed by the Board of Directors
or this Amended Agreement, all in accordance with basic policies as may be
established by the Board of Directors.

            Section 7.5 Chief Financial Officer. The Chief Financial Officer
shall have responsibility for the financial affairs of the Company, including
the preparation of financial reports, managing financial risk and overseeing
accounting and internal control over financial reporting, subject to the
responsibilities of the Audit Committee. In the absence of a General Counsel,
the Chief Financial Officer shall be responsible for the performance of the
duties of Secretary. The Chief Financial Officer shall perform such other duties
and have such other powers as may be prescribed by the Board of Directors or
this Amended Agreement, all in accordance with basic policies as may be
established by the Board of Directors and subject to the oversight of the Board
of Directors and the Chief Executive Officer.

            Section 7.6 General Counsel. The General Counsel, if any, shall have
responsibility for the legal affairs of the Company and for the performance of
the duties of the Secretary. The General Counsel shall perform such other duties
and have such other powers as may be prescribed by the Board of Directors or
this Amended Agreement, all in accordance with basic policies as may be
established by the Board of Directors and subject to the oversight of the Board
of Directors and the Chairman and Chief Executive Officer.

            Section 7.7 Secretary. The Secretary shall act as secretary of all
meetings of Members and the Board of Directors and any meeting of any committee
of the Board of Directors. The Secretary shall prepare and keep or cause to be
kept in books provided for the purpose minutes of all meetings of Members and
the Board of Directors and any meeting of any committee of the Board of
Directors; shall see that all notices are duly given in accordance with the
provisions of this Amended Agreement and applicable law; and shall perform all
duties incident to the office of Secretary and as required by law and such other
duties as may be assigned to him or her from time to time by the Board of
Directors.

            Section 7.8 Resignations. Any officer of the Company may resign at
any time upon notice of such resignation to the Company.

            Section 7.9 Vacancies. Subject to Section 7.1(b) above, a newly
created office and a vacancy in any office because of death, resignation or
removal may be filled by the Board of Directors for the unexpired portion of the
term at any meeting of the Board of Directors.

                                       33


                                    ARTICLE 8

                                   MANAGEMENT

            Section 8.1 Duties of the Manager. For so long as the Management
Services Agreement is in effect and subject at all times to the oversight of the
Board of Directors, the Manager will manage the business of the Company and
provide its services to the Company in accordance with the terms of the
Management Services Agreement.

            Section 8.2 Secondment of the Chief Executive Officer and Chief
Financial Officer. Pursuant to the terms of the Management Services Agreement,
the Manager will arrange for the secondment to the Company, on a wholly
dedicated basis, individuals acceptable to the Board of Directors to serve as
the Chief Executive Officer and Chief Financial Officer.

            Section 8.3 Secondment of Additional Officers. Pursuant to the terms
of the Management Services Agreement, the Manager and 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 of the Company, upon such terms as the Manager
and the Company may mutually agree. Any such individuals will have such titles
and fulfill such functions as the Manager and the Company may mutually agree.

            Section 8.4 Election of the Secondees as Officers of the Company.
The Board of Directors will elect the seconded Chief Executive Officer and Chief
Financial Officer, and any additional individuals seconded to the Company by the
Manager to serve as officers of the Company, as officers of the Company in
accordance with Article 7 hereof.

            Section 8.5 Removal of Seconded Officers. For so long as the
Management Services Agreement is in effect, the officers of the Company seconded
by the Manager may only be removed pursuant to the terms of the Management
Services Agreement.

            Section 8.6 Replacement Manager. In the event that the Management
Services Agreement is terminated and the Board of Directors determines that a
replacement manager should be retained to provide for the management of the
Company pursuant to a management or other services agreement, the affirmative
vote of a majority of the holders of LLC Interests present in person or
represented by proxy at the meeting of Members shall be required to retain such
replacement manager.

                                    ARTICLE 9

                                   THE MEMBERS

            Section 9.1 Rights or Powers. The Members shall not have any right
or power to take part in the management or control of the Company or its
business and affairs or to act for or bind the Company in any way.
Notwithstanding the foregoing, the Members have all the rights and powers
specifically set forth in this Amended Agreement, including, without limitation,
those rights and powers set forth in Section 12.1 and, to the extent not
inconsistent with this Amended Agreement, in the Act.

                                       34


            Section 9.2 Annual Meetings of Members. The annual meeting of the
Members of the Company shall be held at such date, at such time and at such
place (if any) within or without the State of Delaware as may be fixed by
resolution of the Board of Directors.

            Section 9.3 Special Meetings of Members. Special meetings of the
Members of the Company shall be held on such date, at such time and at such
place (if any) within or without the State of Delaware as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting. Special meetings of the Members may be called at any time only by the
Secretary, either at the direction of the Board of Directors pursuant to a
resolution adopted by the Board of Directors or by the Chairman of the Board.

            Section 9.4 Place of Meeting. The Board of Directors may designate
the place (if any) of meeting for any meeting of the Members. If no designation
is made by the Board of Directors, the place of meeting shall be the principal
office of the Company. In lieu of holding any meeting of Members at a designated
place, the Board of Directors may, in its sole discretion, determine that any
meeting of Members may be held solely by means of remote communication.

            Section 9.5 Notice of Meeting.

            (a) A notice of meeting, stating the place (if any), day and hour of
the meeting, and the means of remote communication, if any, by which Members and
proxy holders may be deemed to be present in person and vote at such meeting,
shall be prepared and delivered by the Company not less than twenty (20) days
and not more than sixty (60) days before the date of the meeting, either
personally, by mail or, to the extent and in the manner permitted by applicable
law, electronically, to each Member of record. In the case of special meetings,
the notice shall state the purpose or purposes for which such special meeting is
called. Such further notice shall be given as may be required by law. Only such
business shall be conducted at a special meeting of Members as shall have been
brought before the meeting pursuant to the Company's notice of meeting. Any
previously scheduled meeting of the Members may be postponed, and (unless this
Amended Agreement otherwise provides) any special meeting of the Members may be
canceled, by resolution of the Board of Directors upon public notice given prior
to the time previously scheduled for such meeting of Members.

            (b) Notice to Members shall be given personally, by mail or, to the
extent and in the manner permitted by applicable law, electronically to each
Member of record. If mailed, such notice shall be delivered by postage prepaid
envelope directed to each holder at such Member's address as it appears in the
records of the Company and shall be deemed given when deposited in the United
States mail. Notice given by electronic transmission pursuant to this subsection
shall be deemed given: (1) if by facsimile telecommunication, when directed to a
facsimile telecommunication number at which the Member has consented to receive
notice; (2) if by electronic mail, when directed to an electronic mail address
at which the Member has consented to receive notice; (3) if by posting on an
electronic network together with separate notice to the Member of such specific
posting, upon the later of (A) such posting and (B) the giving of such separate
notice; and (4) if by any other form of electronic transmission, when directed
to the Member. An affidavit of the Secretary or an assistant Secretary or of the
Transfer Agent or other agent of the Company that the notice has been given by
personal delivery, mail or

                                       35


a form of electronic transmission shall, in the absence of fraud, be prima facie
evidence of the facts stated therein.

            (c) Notice of any meeting of Members need not be given to any Member
if waived by such Member either in a writing signed by such Member or by
electronic transmission, whether such waiver is given before or after such
meeting is held. If such a waiver is given by electronic transmission, the
electronic transmission must either set forth or be submitted with information
from which it can be determined that the electronic transmission was authorized
by the Member.

            (d) In order that the Company may determine the Members entitled to
notice of or to vote at any meeting of Members or any adjournment thereof, the
Board of Directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which record date shall not be more than sixty (60) or
fewer than ten (10) days before the date of such meeting. If no record date is
fixed by the Board of Directors, the record date for determining Members
entitled to notice of or to vote at any meeting of Members or any adjournment
thereof shall be at the close of business on the day next preceding the day on
which notice is given or, if notice is waived, at the close of business on the
day next preceding the day on which the meeting is held.

            Section 9.6 Quorum and Adjournment. Except as otherwise provided by
law or by the Certificate or this Amended Agreement, the Members present in
person or by proxy holding a majority of the outstanding LLC Interests entitled
to vote, shall constitute a quorum at a meeting of Members. The Chairman of the
Board or the holders of a majority of the LLC Interests entitled to vote so
represented may adjourn the meeting from time to time, whether or not there is
such a quorum. The Members present at a duly organized meeting at which a quorum
is present in person or by proxy may continue to transact business until
adjournment, notwithstanding the withdrawal of enough Members to leave less than
a quorum.

            When a meeting is adjourned to another time and place, if any,
unless otherwise provided by this Amended Agreement, notice need not be given of
the reconvened meeting if the date, time and place, if any, thereof and the
means of remote communication, if any, by which Members and proxyholders may be
deemed to be present in person and vote at such reconvened meeting are announced
at the meeting at which the adjournment is taken. At the reconvened meeting, the
Members may transact any business that might have been transacted at the
original meeting. A determination of Members of record entitled to notice of or
to vote at a meeting of Members shall apply to any adjournment of such meeting;
provided, however, that the Board of Directors may fix a new record date for the
reconvened meeting. If an adjournment is for more than thirty (30) days or if,
after an adjournment, a new record date is fixed for the reconvened meeting, a
notice of the reconvened meeting shall be given to each Member entitled to vote
at the meeting.

            Section 9.7 Proxies. For so long as the Trust is the sole Member,
actions by Members required to be taken hereunder will be taken by the Trust
pursuant to instructions given to the Trust by the holders of the Trust Stock in
accordance with the Trust Agreement or otherwise pursuant to terms set forth in
the Trust Agreement. At all meetings of Members, a Member may vote by proxy as
may be permitted by law; provided that no proxy shall be voted

                                       36


after three (3) years from its date, unless the proxy provides for a longer
period in accordance with the Trust Agreement. Any proxy to be used at a meeting
of Members must be filed with the Secretary of the Company or his or her
representative at or before the time of the meeting.

            Section 9.8 Notice of Member Business and Nominations.

            (a) Annual Meetings of Members.

            (i)   Except in the case of the Initial Board, nominations of
      individuals for election to the Board of Directors of the Company, other
      than the Chairman, for so long as the Manager is entitled to appoint a
      director of the Board of Directors to serve as Chairman pursuant to the
      terms of the Management Services Agreement, and the proposal of business
      to be considered by the Members, may be made at an annual meeting of
      Members (A) pursuant to the Company's notice of meeting delivered pursuant
      to Section 9.5 hereof, (B) by or at the direction of the Board of
      Directors or (C) by any Member of the Company who is entitled to vote at
      the meeting, who complies with the notice procedures set forth in clauses
      (ii) and (iii) of this Section 9.8(a).

            In addition to any other applicable requirements, for a nomination
for election of a director to be made by a Member or for business to be properly
brought before an annual meeting by a Member, such Member must (A) be a Member
of record on both (1) the date of the delivery of such nomination or the date of
the giving of the notice provided for in this Section 9.8(a) and (2) the record
date for the determination of Members entitled to vote at such annual meeting
and (B) have given timely notice thereof in proper written form in accordance
with the requirements of this Section 9.8 (a) to the Secretary.

            (ii)  For nominations or other business to be properly brought
      before an annual meeting by a Member pursuant to clause (C) of paragraph
      (a)(i) of this Section 9.8, the Member must have given timely notice
      thereof in writing to the Secretary of the Company and, in the case of
      business other than nominations, such other business must otherwise be a
      proper matter for Member action. To be timely, a Member's notice shall be
      delivered to the Secretary at the principal executive offices of the
      Company not less than one hundred and twenty (120) days nor more than one
      hundred and fifty (150) days prior to the first anniversary of the
      preceding year's annual meeting; provided, however, that, in the case of
      the first annual meeting of Members of the Company, a Member's notice
      shall be timely if it is delivered to the Secretary at the principal
      executive offices of the Company not earlier than the one hundred and
      twentieth (120th) day prior to such annual meeting and not later than the
      close of business on the later of the ninetieth (90th) day prior to such
      annual meeting or the tenth (10th) day following the day on which public
      announcement of the date of such meeting is first made. In no event shall
      the public announcement or an adjournment or postponement of an annual
      meeting commence a new time period for the giving of a Member's notice as
      described in this Section 9.8(a).

            Subject to Section 9.8(a)(i), such Member's notice shall set forth:
(A) as to each individual whom the Member proposes to nominate for election or
reelection as a director, all information relating to such individual that is
required to be disclosed in solicitations of proxies

                                       37


for election of directors in an election contest, or is otherwise required, in
Regulation 14A under the Exchange Act, including such individual's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected; (B) as to any other business that the Member proposes to
bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such Member and the
beneficial owner or holder of shares of Trust Stock, if any, on whose behalf the
proposal is made; and (C) as to the Member giving the notice and the beneficial
owner, if any, on whose behalf the nomination or proposal is made, (1) the name
and address of such Member as they appear on the Company's books and of such
beneficial owner and (2) the number of LLC Interests of the Company which are
owned beneficially and of record by such Member and such beneficial owner.

            (iii) Notwithstanding anything in the second sentence of clause (ii)
      of this Section 9.8(a) to the contrary, in the event that the number of
      directors to be elected to the Board of Directors of the Company is
      increased and there is no public announcement naming all of the nominees
      for director or specifying the size of the increased Board of Directors
      made by the Company at least one hundred (100) days prior to the first
      anniversary of the preceding year's annual meeting, a Member's notice
      required by this Section 9.8 shall also be considered timely, but only
      with respect to nominees for any new positions created by such increase,
      if it shall be delivered to the Secretary at the principal executive
      offices of the Company not later than the close of business on the tenth
      (10th) day following the day on which such public announcement is first
      made by the Company.

            (b) Special Meeting of Members. Only such business shall be
conducted at a special meeting of Members as shall have been brought before the
meeting pursuant to the Company's notice of meeting pursuant to Section 9.5 of
this Amended Agreement. Nominations of individuals for election to the Board of
Directors, other than the Chairman, for so long as the Manager is entitled to
appoint a director of the Board of Directors to serve as Chairman pursuant to
the terms of the Management Services Agreement, may be made at a special meeting
of Members at which directors are to be elected pursuant to the Company's notice
of meeting (i) by or at the direction of the Board of Directors or (ii) by any
Member of the Company who is entitled to vote at the meeting who complies with
the notice procedures set forth in this Section 9.8.

            In addition to any other applicable requirements, for a nomination
for election of a director to be made by a Member, such Member must (A) be a
Member of record on both (1) the date of the delivery of such nomination and (2)
the record date for the determination of Members entitled to vote at such
special meeting and (B) have given timely notice thereof in proper written form
in accordance with the requirements of this Section 9.8(b) to the Secretary.

            In the event the Company calls a special meeting of Members for the
purpose of electing one or more directors to the Board of Directors, any such
Member may nominate such number of individuals for election to such position(s)
as are specified in the Company's Notice of Meeting, if the Member's notice as
required by clause (ii) of Section 9.8(a) of this Amended Agreement shall be
delivered to the Secretary at the principal executive offices of the Company not
earlier than the one hundred and twentieth (120th) day prior to such special
meeting and not

                                       38


later than the close of business on the later of the ninetieth (90th) day prior
to such special meeting or the tenth (10th) day following the day on which
public announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event shall the public announcement of an adjournment or postponement of a
special meeting commence a new time period for the giving of a Member's notice
as described above.

            (c) General.

            (i)   Only individuals who are nominated in accordance with the
      procedures set forth in this Section 9.8 shall be eligible to be elected
      as directors at a meeting of Members and only such business shall be
      conducted at a meeting of Members as shall have been brought before the
      meeting in accordance with the procedures set forth in this Section 9.8.
      Except as otherwise provided by applicable law or this Section 9.8, the
      Chairman shall have the power and duty to determine whether a nomination
      or any business proposed to be brought before the meeting was made in
      accordance with the procedures set forth in this Section 9.8 and, if any
      proposed nomination or business is not in compliance with this Section
      9.8, to declare that such defective proposal or nomination shall be
      disregarded.

            (ii)  For purposes of this Section 9.8, "PUBLIC ANNOUNCEMENT" shall
      mean disclosure in a press release reported by the Dow Jones News Service,
      Associated Press or comparable national news service or in a document
      publicly filed by the Company with the Securities and Exchange Commission
      pursuant to Section 13, 14 or 15(d) of the Exchange Act.

            (iii) Notwithstanding the foregoing provisions of this Section 9.8,
      a Member shall also comply with all applicable requirements of the
      Exchange Act and the Rules and Regulations thereunder with respect to the
      matters set forth in this Section 9.8. Nothing in this Section 9.8 shall
      be deemed to affect any rights of Members to request inclusion of
      proposals in the Company's proxy statement pursuant to Rule 14a-8 under
      the Exchange Act.

            Section 9.9 Procedure for Election of Directors; Voting. The
election of directors submitted to Members at any meeting shall be decided by a
plurality of the votes cast thereon. Except as otherwise provided by law or this
Amended Agreement, all matters other than the election of directors submitted to
the Members at any meeting shall be decided by the affirmative vote of a
majority of the LLC Interests present in person or represented by proxy at the
meeting of Members.

            The vote on any matter at a meeting, including the election of
directors, shall be by written ballot. Each ballot shall be signed by the Member
voting, or by such Member's proxy, and shall state the number of LLC Interests
voted.

            Section 9.10 Inspectors of Elections; Opening and Closing the Polls.

            (a) If the Trust is not the sole owner of LLC Interests, the Board
of Directors by resolution shall appoint one or more inspectors, which inspector
or inspectors shall not be

                                       39


directors, officers or employees of the Company, to act at the meeting and make
a written report thereof. One or more individuals may be designated as alternate
inspectors to replace any inspector who fails to act. If no inspector or
alternate has been so appointed to act, or if all inspectors or alternates who
have been appointed are unable to act, at a meeting of Members, the Chairman of
the Board shall appoint one or more inspectors to act at the meeting. Each such
inspector, before discharging his or her duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his or her ability. The inspectors shall have the
duties prescribed by the General Corporation Law of the State of Delaware as if
the Company were a Delaware corporation.

            (b) If the Trust is not the sole owner of LLC Interests, the
Chairman of the Board shall fix and announce at the meeting the date and time of
the opening and the closing of the polls for each matter upon which the Members
will vote at the meeting.

            Section 9.11 Confidential Member Voting. If the Trust is not the
sole owner of the LLC Interests, all proxies, ballots and votes, in each case to
the extent they disclose the specific vote of an identified Member, shall be
tabulated and certified by an independent tabulator, inspector of elections
and/or other independent parties and shall not be disclosed to any director,
officer or employee of the Company; provided, however, that, notwithstanding the
foregoing, any and all proxies, ballots and voting tabulations may be disclosed:
(a) as necessary to meet legal requirements or to assist in the pursuit or
defense of legal action; (b) if the Company concludes in good faith that a bona
fide dispute exists as to the authenticity of one or more proxies, ballots or
votes, or as to the accuracy of any tabulation of such proxies, ballots or
votes; (c) in the event of a proxy, consent or other solicitation in opposition
to the voting recommendation of the Board of Directors; and (d) if a Member
requests or consents to disclosure of such Member's vote or writes comments on
such Member's proxy card or ballot.

            Section 9.12 Waiver of Notice. Whenever any notice is required to be
given to any Member by the terms of this Amended Agreement, a waiver thereof in
writing, signed by the Person or Persons entitled to such notice, or a waiver
thereof by electronic transmission by the Person or Persons entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice. Neither the business to be transacted at, nor the
purpose of, any annual or special meeting of the Members need be specified in
any written waiver of notice or any waiver by electronic transmission of such
meeting.

            Section 9.13 Remote Communication. For the purposes of this Amended
Agreement, if authorized by the Board of Directors in its sole discretion, and
subject to such guidelines and procedures as the Board of Directors may adopt,
Members and proxyholders may, by means of remote communication:

            (a) participate in a meeting of Members; and

            (b) be deemed present in person and vote at a meeting of Members,
      whether such meeting is to be held at a designated place or solely by
      means of remote communication,

provided, however, that (i) the Company shall implement reasonable measures to
verify that each Person deemed present and permitted to vote at the meeting by
means of remote communication

                                       40


is a Member or proxyholder, (ii) the Company shall implement reasonable measures
to provide such Members and proxyholders a reasonable opportunity to participate
in the meeting and to vote on matters submitted to the Members, including an
opportunity to read or hear the proceedings of the meeting substantially
concurrently with such proceedings, and (iii) if any Member or proxyholder votes
or takes other action at the meeting by means of remote communication, a record
of such vote or other action shall be maintained by the Company.

            Section 9.14 Member Action Without a Meeting. For so long as the
Trust remains the sole Member of the Company, the Trust shall take any action
required or permitted to be taken at any meeting of Members, by executing a
written consent that shall reflect the vote of the holders of Trust Stock as
required by the terms of the Trust Agreement, without such meeting, without
prior notice, and without a vote. Upon request by the Company, proxy materials
completed by the holders of Trust Stock with at least the minimum number of
votes required to constitute an affirmative vote of the holders of Trust Stock
under the Trust Agreement shall be delivered to the Company indicating the vote
or action being approved or disapproved by such holders with respect to those
matters reserved to the Members of the Company by this Amended Agreement. If the
Trust is not the sole owner of the LLC Interests, Members of the Company shall
take any action required or permitted only at a meeting of Members duly called
and noticed.

            Section 9.15 Return on Capital Contribution. Except as otherwise
provided in Article 14 hereof, no Member shall demand a return on or of its
Capital Contributions.

            Section 9.16 Member Compensation. No Member shall receive any
interest, salary or drawing with respect to its Capital Contributions or its
Capital Account or for services rendered on behalf of the Company, or otherwise,
in its capacity as a Member, except as otherwise provided in this Amended
Agreement.

            Section 9.17 Member Liability. No Member shall be liable under a
judgment, decree or order of a court, or in any other manner, for the Debts or
any other obligations or liabilities of the Company. A Member shall be liable
only to make its Capital Contributions and shall not be required to restore a
deficit balance in its Capital Account or to lend any funds to the Company or,
after its Capital Contributions have been made, to make any additional
contributions, assessments or payments to the Company, provided, however, that a
Member may be required to repay any dividend or other distribution made to it in
contravention of Section 5.3 hereof or Sections 18-607 or 18-804 of the Act. The
Manager shall not have any personal liability for the repayment of any Capital
Contributions of any Member.

            Section 9.18 Disclosure Requirements for Members Holding 10% or More
of the Outstanding LLC Interests. To ensure the Company's compliance with its
obligations under the Use Agreement, in the event the Company or any Subsidiary
thereof, or both, is required to obtain the approval of the City of Chicago (for
any department or agency thereof) for any specific matter, including, but not
limited to, the amendment of the Use Agreement, or otherwise determines to
request that the City of Chicago (or any department or agency thereof) take
action with respect to any matter, the Company shall deliver to the Transfer
Agent notice of such approval requirement or request for action and a copy of
the then current form of the City of Chicago Economic Disclosure Statement and
Affidavit and cause the Transfer Agent to mail a

                                       41


copy of such notice to the Members holding ten percent (10)% or more of the then
issued and outstanding LLC Interests or, for so long as the Trust is the sole
Member, to holders of record of ten percent (10%) or more of the then issued and
outstanding shares of Trust Stock (each, a "TEN PERCENT HOLDER"). Within thirty
(30) days of the mailing of such notice, each Ten Percent Holder shall provide
to the Company for filing with the City of Chicago a completed City of Chicago
Economic Disclosure Statement and Affidavit, a standard form of which is
attached hereto as Exhibit B. Each Ten Percent Holder shall provide any
supplemental statements, affidavits or material required to update any Economic
Disclosure Statement and Affidavit filed with the City of Chicago as required by
the City of Chicago and as requested by the Company from time to time.

                                   ARTICLE 10

                     MEMBER VOTE REQUIRED IN CONNECTION WITH
                  CERTAIN BUSINESS COMBINATIONS OR TRANSACTIONS


            Section 10.1 Vote Generally Required. Except provided in Sections
2.3 and 2.4 and subject to the provisions of Section 10.3 hereof, the Company
shall not (a) merge or consolidate with or into any limited liability company,
corporation, statutory trust, business trust or association, real estate
investment trust, common-law trust or any other unincorporated business,
including a partnership, or (b) sell, lease or exchange all or substantially all
of its Property and assets, unless the Board of Directors shall adopt a
resolution, by the affirmative vote of at least a majority of the Entire Board
of Directors, approving such action and unless such action shall be approved by
the affirmative vote of the holders of a majority of the LLC Interests
outstanding and entitled to vote thereon; provided, however that any LLC
Interests held by the Manager, shall not be entitled to vote to approve any
merger or consolidation with or into, or sale, lease or exchange to, the Manager
or any Affiliate or Associate thereof. The notice of the meeting at which such
resolution is to be considered will so state.


            For the purposes of this Article 10, the following terms have the
following meanings:

            "ASSOCIATE" has the meaning ascribed to such term in Rule 12b-2 of
the rules promulgated under the Exchange Act.

            "BENEFICIAL OWNER" has the meaning ascribed to such term in Rule
13d-3 of the rules promulgated under the Exchange Act.

            "BUSINESS COMBINATION" means:

            (i)   any merger or consolidation of the Company or any Subsidiary
      thereof with (A) an Interested Shareholder, or (B) any other Person
      (whether or not itself an Interested Shareholder) that is, or after such
      merger or consolidation would be, an Affiliate or Associate of an
      Interested Shareholder; or

            (ii)  any sale, lease, exchange, mortgage, pledge, transfer or other
      disposition (in one transaction or a series of transactions) to or with,
      or proposed by or on behalf of, an Interested Shareholder or an Affiliate
      or Associate of an Interested Shareholder of any

                                       42


      assets of the Company or any Subsidiary thereof having an aggregate Fair
      Market Value of not less than ten percent (10%) of the Net Investment
      Value of the Company; or

            (iii) the issuance or transfer by the Company or any Subsidiary
      thereof (in one transaction or a series of transactions) of any securities
      of the Company or any Subsidiary thereof to, or proposed by or on behalf
      of, an Interested Shareholder or an Affiliate or Associate of an
      Interested Shareholder in exchange for cash, securities or other property
      (or a combination thereof) having an aggregate Fair Market Value of not
      less than ten percent (10%) of the Net Investment Value of the Company; or

            (iv)  any spinoff or split-up of any kind of the Company or any
      Subsidiary thereof, proposed by or on behalf of an Interested Shareholder
      or an Affiliate or Associate of an Interested Shareholder; or

            (v)   any reclassification of the LLC Interests (including any
      reverse split of LLC Interests) or recapitalization of the Company, or any
      merger or consolidation of the Company with any Subsidiary thereof, or any
      other transaction (whether or not with or into or otherwise involving an
      Interested Shareholder), that has the effect, directly or indirectly, of
      increasing the percentage of the outstanding shares of (A) any class of
      equity securities of the Company or any Subsidiary thereof or (B) any
      class of securities of the Company or any Subsidiary thereof convertible
      into or exchangeable for LLC Interests or equity securities of any
      Subsidiary of the Company, that are directly or indirectly owned by an
      Interested Shareholder and its Affiliates and Associates; or

            (vi)  any agreement, contract or other arrangement providing for any
      one or more of the actions specified in clauses (i) through (v) above.

            "CONTINUING DIRECTOR" means (i) any director of the Company who (A)
is neither the Interested Shareholder involved in the Business Combination as to
which a determination of Continuing Directors is provided hereunder, nor an
Affiliate, Associate, employee, agent or nominee of such Interested Shareholder,
or a relative of any of the foregoing, and (B) was a member of the Board of
Directors prior to the time that such Interested Shareholder became an
Interested Shareholder, or (ii) any successor of a Continuing Director described
in clause (i) above who is recommended or elected to succeed a Continuing
Director by the affirmative vote of a majority of Continuing Directors then on
the Board of Directors.

            "FAIR MARKET VALUE" means: (i) in the case of equity securities, the
average of the closing sale prices during the 10-day period immediately
preceding the date in question of such equity securities:

            (1)   on the NYSE (regular way);

            (2)   if such equity securities are not listed for trading on the
      NYSE, as reported in the composite transactions for the principal U.S.
      national or regional securities exchange on which such equity securities
      are so listed;

            (3)   if such equity securities are not so listed on a principal
      U.S. national or regional securities exchange, the price as reported by
      the Nasdaq National Market;

                                       43


            (4)   if such equity securities are not so reported, the last quoted
      bid price for such equity securities, in the over-the-counter market as
      reported by the National Quotation Bureau or a similar organization; or

            (5)   if such equity securities are not so quoted, the fair market
      value of such equity securities, as determined by a majority of the
      Continuing Directors in good faith;

and (ii) in the case of Property other than cash or equity securities, the fair
market value of such Property on the date in question as determined by a
majority of the Continuing Directors in good faith.

            "FUTURE INVESTMENT" means a contractual commitment to invest
represented by a definitive agreement.

            "INTERESTED SHAREHOLDER" means any Person (other than the Manager,
the Trust, the Company or any Subsidiary of the Company, any employee benefit
plan maintained by the Company or any Subsidiary thereof or any trustee or
fiduciary with respect to any such plan when acting in such capacity) that:

            (i)   is, or was at any time within the three-year period
      immediately prior to the date in question, the Beneficial Owner of fifteen
      percent (15%) or more of the then outstanding LLC Interests of the Company
      and who did not become the Beneficial Owner of such amount of LLC
      Interests pursuant to a transaction that was approved by the affirmative
      vote of a majority of the Entire Board of Directors; or

            (ii)  is an assignee of, or has otherwise succeeded to, any LLC
      Interests of the Company of which an Interested Shareholder was the
      Beneficial Owner at any time within the three-year period immediately
      prior to the date in question, if such assignment or succession shall have
      occurred in the course of a transaction, or series of transactions, not
      involving a public offering within the meaning of the Securities Act.

            For the purpose of determining whether a Person is an Interested
Shareholder, the LLC Interests that may be issuable or exchangeable by the
Company to the Interested Shareholder pursuant to any agreement, arrangement or
understanding, or upon the exercise of conversion rights, warrants or options,
or otherwise, shall be included, but not any other LLC Interests that may be
issuable or exchangeable by the Company pursuant to any agreement, arrangement
or understanding, or upon the exercise of conversion rights, warrants or
options, or otherwise, to any Person who is not the Interested Shareholder.

            "MANAGED SUBSIDIARY" means Macquarie Infrastructure Company Inc.,
Macquarie Yorkshire LLC, South East Water LLC, Communications Infrastructure
LLC, and, any directly owned Subsidiary of the Company that becomes party to the
Management Services Agreement, from time to time.

            "MARKET VALUE OF THE TRUST STOCK OR LLC INTERESTS" means the product
of (1) the average number of share of Trust Stock or LLC Interests, as
applicable, issued and outstanding, other than treasury shares or LLC Interests,
as applicable, during the last fifteen (15) Trading Days in the most recent full
Fiscal Quarter multiplied by (2) the volume weighted average

                                       44


trading price per share of Trust Stock or per LLC Interests, as applicable,
traded on the NYSE over those fifteen (15) Trading Days.

            "NET INVESTMENT VALUE" means:

            (a)   the Market Value of the Trust Stock or LLC Interests, as
      applicable; plus

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

            (c)   the value of Future Investments of the Company and/or any of
      its Subsidiaries other than cash or cash equivalents, as calculated by the
      Manager and approved by a majority of the Continuing Directors; provided
      that such Future Investment has not been outstanding for more than two
      consecutive full 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).

            Section 10.2 Vote for Business Combinations. The affirmative vote of
the holders of record of outstanding LLC Interests representing at least
sixty-six and two-thirds percent (66 2/3%) of the then outstanding LLC Interests
of the Company (excluding LLC Interests held by, or LLC Interests represented by
Trust Stock held by, the Interested Shareholder or any Affiliate or Associate of
an Interested Shareholder) shall be required to approve any Business
Combination. Such affirmative vote shall be required notwithstanding the fact
that no vote may be required, or that a lesser percentage may be specified, by
law or in any agreement with any securities exchange or otherwise.

            Section 10.3 Power of Continuing Directors. The Continuing Directors
shall have the power and duty to determine, on the basis of information known to
them after reasonable inquiry, all facts necessary to determine compliance with
this Article 10, including, without limitation, (a) whether a Person is an
Interested Shareholder, (b) the number of LLC Interests of the Company
beneficially owned by any Person, (c) whether a Person is an Affiliate or
Associate of another and (d) the Fair Market Value of the equity securities of
the Company or any Subsidiary thereof, and the good faith determination of the
Continuing Directors on such matters shall be conclusive and binding for all the
purposes of this Article 10.

            Section 10.4 No Effect on Fiduciary Obligations. Nothing contained
in this Article shall be construed to relieve the members of the Board of
Directors or an Interested Shareholder from any fiduciary obligation imposed by
law.

            Section 10.5 Miscellaneous. In addition to any affirmative vote
required by law or by this Amended Agreement, the affirmative vote of a majority
of the then outstanding LLC Interests of the Company held by the holders of
record of outstanding LLC Interests (excluding LLC Interests held by, or LLC
Interests represented by Trust Stock held by, the Interested Shareholder or an
Affiliate or Associate of an Interested Shareholder) shall be required to

                                       45


approve the sale or transfer by an Interested Shareholder or an Affiliate or
Associate of an Interested Shareholder to the Company or any Subsidiary of the
Company (in one transaction or a series of transactions) of any securities of
the Company or any Subsidiary of the Company in exchange for cash, securities of
the Company or any Subsidiary of the Company. Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that a lesser
percentage may be specified, by law or in any agreement with any securities
exchange or otherwise.

                                   ARTICLE 11

                                BOOKS AND RECORDS

            Section 11.1 Books and Records; Inspection by Members.

            (a) The Company, other than as provided in the Management Services
Agreement, shall keep or cause to be kept at its principal office appropriate
books and records with respect to the Company's business, including, without
limitation, all books and records necessary to provide to the Members any
information, lists and copies of documents required to be provided pursuant to
applicable law. Any books and records maintained by or on behalf of the Company
in the regular course of its business, including, without limitation, the record
of the Members, books of account and records of Company proceedings, may be kept
in electronic or any other form, provided that the books and records so
maintained are convertible into clearly legible written form within a reasonable
period of time.

            (b) The Secretary shall make, at least ten (10) days before every
meeting of Members, a complete list of the Members entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each Member
and the number of LLC Interests registered in the name of each Member. Such list
shall be open to the examination of any Member, for any purpose germane to the
meeting for a period of at least ten (10) days prior to the meeting: (i) on a
reasonably accessible electronic network, provided that the information required
to gain access to such list is provided with the notice of the meeting, or (ii)
during ordinary business hours, at the principal place of business of the
Company. In the event that the Company determines to make the list available on
an electronic network, the Company may take reasonable steps to ensure that such
information is available only to Members. The list shall be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any Member who is present.

            Any Member, in person or by attorney or other agent, shall, upon
written demand stating the purpose thereof, have the right during the usual
business hours to inspect for any proper purpose, and to make copies and
extracts from: (1) the Register, a list of the Members, and its other books and
records; and (2) a Subsidiary of the Company's books and records or copies
thereof in electronic form, to the extent that (i) the Company has actual
possession and control of such records of such Subsidiary, or (ii) the Company
could obtain such records through the exercise of control over such Subsidiary,
provided that as of the date of the making of the demand (A) Member inspection
of such books and records of such Subsidiary would not constitute a breach of an
agreement between the Company or such Subsidiary and a Person or Persons not
Affiliated with the Company, and (B) such Subsidiary would not have the right

                                       46


under the law applicable to it to deny the Company access to such books and
records upon demand by the Company. In every instance where the beneficial
holder of LLC Interests is not a holder of record, the demand shall state the
Person's status as a beneficial holder of LLC Interests, be accompanied by
documentary evidence of beneficial ownership of LLC Interests, and state that
such documentary evidence is a true and correct copy of what it purports to be.
A proper purpose shall mean a purpose reasonably related to such Person's
interest as a Member or beneficial holder of LLC Interests.

            Section 11.2 Reports.

            (a) In General. The Chief Financial Officer of the Company shall be
responsible for causing the preparation of financial reports of the Company and
the coordination of financial matters of the Company with the Company's
accountants.

            (b) Periodic and Other Reports. The Company shall cause to be
delivered to each Member the financial statements listed in clauses (i) and (ii)
below, prepared in each case (other than with respect to Members' Capital
Accounts, which shall be prepared in accordance with this Amended Agreement) in
accordance with GAAP consistently applied (and, if required by any Member or its
controlled Affiliates for purposes of reporting thereunder, Regulation S-X of
the Exchange Act). The monthly and quarterly financial statements referred to in
clause (ii) below may be subject to normal year-end audit adjustments.

            (i)   As soon as practicable following the end of each Fiscal Year
      (and in any event not later than the date on which the Rules and
      Regulations provide) and at such time as distributions are made to the
      Members pursuant to Article 14 hereof following the occurrence of a
      Dissolution Event, a balance sheet of the Company as of the end of such
      Fiscal Year and the related statements of operations, Members' Capital
      Accounts and changes therein, and cash flows for such Fiscal Year,
      together with appropriate notes to such financial statements and
      supporting schedules, all of which shall be audited and certified by the
      Company's accountants, and in each case, to the extent the Company was in
      existence, setting forth in comparative form the corresponding figures for
      the immediately preceding Fiscal Year end (in the case of the balance
      sheet) and the two (2) immediately preceding Fiscal Years (in the case of
      the statements); and

            (ii)  As soon as practicable following the end of each of the first
      three Fiscal Quarters of each Fiscal Year (and in any event not later than
      the date on which the Rules and Regulations require), a balance sheet of
      the Company as of the end of such Fiscal Quarter and the related
      statements of operations and cash flows for such Fiscal Quarter and for
      the Fiscal Year to date, in each case, to the extent the Company was in
      existence, setting forth in comparative form the corresponding figures for
      the prior Fiscal Year's Fiscal Quarter and the interim period
      corresponding to the Fiscal Quarter and the interim period just completed.

            The quarterly statements described in clause (ii) above shall be
accompanied by such written certifications as the Rules and Regulations require.

                                       47


            Section 11.3 Preparation of Tax Returns. The Company shall arrange
for the preparation and timely filing of all returns of Company income, gains,
deductions, losses and other items required of the Company for U.S. federal and
state income tax purposes. The classification, realization and recognition of
income, gains, deductions, losses and other items shall be on the accrual method
of accounting for U.S. federal income tax purposes. The taxable year of the
Company shall be the calendar year.

            Section 11.4 Tax Elections.

            (a) The Board of Directors shall, without any further consent of the
Members being required (except as specifically required herein), make (i) the
election to adjust the basis of Property pursuant to Code Sections 754, 734(b)
and 743(b), or comparable provisions of state, local or foreign law, in
connection with Transfers of LLC Interests and Company dividend or other
distributions; and (ii) any and all other elections for U.S. federal, state,
local and foreign tax purposes, including, without limitation, any election, if
permitted by applicable law: (x) to extend the statute of limitations for
assessment of tax deficiencies against the Members with respect to adjustments
to the Company's U.S. federal, state, local or foreign tax returns; and (y) to
the extent provided in Code Sections 6221 through 6231 and similar provisions of
U.S. federal, state, local or foreign law, to represent the Company and the
Members before taxing authorities or courts of competent jurisdiction in tax
matters affecting the Company or the Members in their capacities as Members, and
to file any tax returns and execute any agreements or other documents relating
to or affecting such tax matters, including agreements or other documents that
bind the Members with respect to such tax matters or otherwise affect the rights
of the Company and the Members. The Manager is specifically authorized to act as
the "TAX MATTERS MEMBER" under the Code and in any similar capacity under state
or local law.

            (b) In circumstances where the Trust has been dissolved, the Board
of Directors may, by the affirmative vote of at least a majority of the Entire
Board of Directors, and without any further consent of the Members being
required, cause the Company to elect to be treated as a corporation for U.S.
federal income tax purposes, provided, however, that such action shall be taken
only if (i) the Board of Directors first obtains an opinion from a nationally
recognized financial advisor to the effect that it expects the market valuation
of the Company to be significantly lower as a result of the Company continuing
to be treated as a partnership for U.S. federal income tax purposes than if the
Company instead elected to be treated as a corporation for U.S. federal income
tax purposes and (ii) the effective date for such election is no earlier than
the date on which the Trust has been dissolved pursuant to clause (i) of Section
10.02 of the Trust Agreement.

            Section 11.5 Tax Information. Necessary tax information shall be
delivered to each Member as soon as practicable after the end of the Fiscal Year
of the Company but not later than February 15.

                                       48


                                   ARTICLE 12

                                   AMENDMENTS

            Section 12.1 Amendments. The Board of Directors is authorized to
amend the terms of this Amended Agreement by resolution adopted the affirmative
vote of a majority of the Entire Board of Directors; provided, however, that
Sections 1.3, 2.4, 2.5, 3.1, 8.6 and 14.1(a)(i) and this Section 12.1 hereof may
not be amended without the affirmative vote of a majority of the LLC Interests
present in person or represented by proxy at a meeting of Members; provided
further, however, that for so long as the Management Services Agreement is in
effect, Section 6.9 and Article 8 and this Section 12.1 may not be amended
without the prior written consent of the Manager.

                                   ARTICLE 13

                                    TRANSFERS

            Section 13.1 Distributions and Allocations in Respect of Transferred
LLC Interests. If any LLC Interests are Transferred during any Allocation Year,
Profits, Losses, each item thereof and all other items attributable to the
Transferred LLC Interests for such Allocation Year shall, for U.S. federal
income tax purposes, be determined on an annual basis and prorated on a monthly
basis and the pro rata portion for each month shall be allocated to those
Persons who are Members as of the close of [the NYSE/the Nasdaq National Market]
on the last day of the preceding month. All dividends or other distributions on
or before the date of such Transfer shall be made to the transferor, and all
dividends or other distributions thereafter shall be made to the transferee. The
Board of Directors may revise, alter or otherwise modify such methods of
allocation as it determines necessary, to the extent permitted or required by
Code Section 706 and the Regulations or rulings promulgated thereunder.

                                   ARTICLE 14

                           DISSOLUTION AND WINDING-UP

            Section 14.1 Dissolution Events.

            (a) Dissolution. The Company shall dissolve and shall commence
winding up and liquidating upon the first to occur of any of the following (each
a "DISSOLUTION EVENT"):

            (i)   the Board of Directors adopts a resolution, by the affirmative
      vote of at least a majority of the Entire Board of Directors, approving
      the dissolution, winding-up and liquidation of the Company and such action
      has been approved by the affirmative vote of the holders of a majority of
      the LLC Interests outstanding and entitled to vote thereon;

            (ii)  the unanimous vote of the Members to dissolve, wind up and
      liquidate the Company; or

                                       49


            (iii) a judicial determination that an event has occurred that makes
      it unlawful, impossible or impractical to carry on the business of the
      Company as then currently operated.

The Members hereby agree that, notwithstanding any provision of the Act, the
Company shall not dissolve prior to the occurrence of a Dissolution Event.

            (b) Reconstitution. If it is determined by a court of competent
jurisdiction that the Company has dissolved prior to the occurrence of a
Dissolution Event, then, within an additional ninety (90) days after such
determination (the "RECONSTITUTION PERIOD"), all of the Members may elect to
reconstitute the Company and continue its business on the same terms and
conditions set forth in this Amended Agreement by forming a new limited
liability company on terms identical to those set forth in this Amended
Agreement. Unless such an election is made within the Reconstitution Period, the
Company shall liquidate and wind up its affairs in accordance with Section 14.2
hereof. If such an election is made within the Reconstitution Period, then:

            (i)   the reconstituted limited liability company shall continue
      until the occurrence of a Dissolution Event as provided in Section 14.1(a)
      hereof; and

            (ii)  unless otherwise agreed to by a majority of the Members, the
      Certificate, and this Amended Agreement shall automatically constitute the
      Certificate and Amended Agreement of such new Company; all of the assets
      and liabilities of the dissolved Company shall be deemed to have been
      automatically assigned, assumed, conveyed and transferred to the new
      Company; and no bond, collateral, assumption or release of any Member's or
      the Company's liabilities shall be required;

provided that the right of the Members to select replacement managers and to
reconstitute and continue the business shall not exist and may not be exercised
unless the Company has received an opinion of counsel that the exercise of such
right would not result in the loss of limited liability of any Member and
neither the Company nor the reconstituted limited liability company would cease
to be treated as a partnership for U.S. federal income tax purposes upon the
exercise of such right to continue.

            Section 14.2 Winding-Up. Upon the occurrence of (i) a Dissolution
Event or (ii) the determination by a court of competent jurisdiction that the
Company has dissolved prior to the occurrence of a Dissolution Event (unless the
Company is reconstituted pursuant to Section 14.1(b) hereof), the Company shall
continue solely for the purposes of winding up its affairs in an orderly manner,
liquidating its assets, and satisfying the claims of its creditors and Members,
and no Member shall take any action that is inconsistent with, or not necessary
to or appropriate for, the winding-up of the Company's business and affairs,
provided, however, that all covenants contained in this Amended Agreement and
obligations provided for in this Amended Agreement shall continue to be fully
binding upon the Members until such time as the Property has been distributed
pursuant to this Section 14.2 and the Certificate has been canceled pursuant to
the Act. The Liquidator shall be responsible for overseeing the winding-up and
dissolution of the Company, which winding-up and dissolution shall be completed
no later than ninety (90) days after the later of (i) the occurrence of the
Dissolution Event and (ii) the last day on which the Company may be
reconstituted pursuant to Section 14.1(b) hereof. The Liquidator

                                       50


shall take full account of the Company's liabilities and Property and shall
cause the Property or the proceeds from the sale thereof (as determined pursuant
to Section 14.9 hereof), to the extent sufficient therefor, to be applied and
distributed, to the maximum extent permitted by law, in the following order:

            (a) First, to creditors (including the Manager and the Members who
      are creditors, to the extent otherwise permitted by law) in satisfaction
      of all of the Company's Debts and other liabilities (whether by payment or
      the making of reasonable provision for payment thereof), other than
      liabilities for which reasonable provision for payment has been made and
      liabilities for distribution to Members under Section 18-601 or 18-604 of
      the Act;

            (b) Second, except as provided in this Amended Agreement, to Members
      and former Members of the Company in satisfaction of liabilities for
      distribution under Section 18-601 or 18-604 of the Act; and

            (c) The balance, if any, to the Members in accordance with the
      positive balance in their Capital Accounts, after giving effect to all
      contributions, distributions and allocations for all periods.

No Member or Manager shall receive additional compensation for any services
performed pursuant to this Article 14.

            Section 14.3 Compliance with Certain Requirements of Regulations;
Deficit Capital Accounts. In the event the Company is "liquidated" within the
meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made
pursuant to this Article 14 to the Members who have positive Capital Accounts in
compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Member has a
deficit balance in its Capital Account (after giving effect to all
contributions, distributions and allocations for all Allocation Years, including
the Allocation Year during which such liquidation occurs), such Member shall
have no obligation to make any contribution to the capital of the Company with
respect to such deficit, and such deficit shall not be considered a debt owed to
the Company or to any other Person for any purpose whatsoever. In the discretion
of the Liquidator, a pro rata portion of the distributions that would otherwise
be made to the Members pursuant to this Article 14 may be:

            (a) Distributed to a trust established for the benefit of the
Members for the purposes of liquidating Company assets, collecting amounts owed
to the Company, and paying any contingent or unforeseen liabilities or
obligations of the Company; the assets of any such trust shall be distributed to
the Members from time to time, in the reasonable discretion of the Liquidator,
in the same proportions as the amount distributed to such trust by the Company
would otherwise have been distributed to the Members pursuant to Section 14.2
hereof; or

            (b) Withheld to provide a reasonable reserve for Company liabilities
(contingent or otherwise) and to reflect the unrealized portion of any
installment obligations owed to the Company, provided, however, that such
withheld amounts shall be distributed to the Members as soon as practicable.

                                       51


            Section 14.4 Deemed Distribution and Recontribution. Notwithstanding
any other provision of this Article 14, in the event the Company is liquidated
within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no
Dissolution Event has occurred, the Property shall not be liquidated, the
Company's Debts and other Liabilities shall not be paid or discharged, and the
Company's affairs shall not be wound up. Instead, solely for U.S. federal income
tax purposes, the Company shall be deemed to have contributed all its Property
and liabilities to a new limited liability company in exchange for an interest
in such new company and, immediately thereafter, the Company will be deemed to
liquidate by distributing interests in the new company to the Members.

            Section 14.5 Rights of Members. Except as otherwise provided in this
Amended Agreement, each Member shall look solely to the Property of the Company
for the return of its Capital Contribution and has no right or power to demand
or receive Property other than cash from the Company. If the assets of the
Company remaining after payment or discharge of the debts or liabilities of the
Company are insufficient to return such Capital Contribution, the Members shall
have no recourse against the Company or any other Member or the Manager.

            Section 14.6 Notice of Dissolution/Termination.

            (a) In the event a Dissolution Event occurs or an event occurs that
would, but for the provisions of Section 14.1 hereof, result in a dissolution of
the Company, the Board of Directors shall, within thirty (30) days thereafter,
provide written notice thereof to each of the Members and to all other parties
with whom the Company regularly conducts business (as determined in the
discretion of the Board of Directors) and shall publish notice thereof in a
newspaper of general circulation in each place in which the Company regularly
conducts business (as determined in the discretion of the Board of Directors).

            (b) Upon completion of the distribution of the Company's Property as
provided in this Article 14, the Company shall be terminated, and the Board of
Directors shall cause the filing of the Certificate of Cancellation pursuant to
Section 18-203 of the Act and shall take all such other actions as may be
necessary to terminate the Company.

            Section 14.7 Allocations During Period of Liquidation. During the
period commencing on the first day of the Fiscal Year during which a Dissolution
Event occurs and ending on the date on which all of the assets of the Company
have been distributed to the Members pursuant to Section 14.2 hereof (the
"LIQUIDATION PERIOD"), the Members shall continue to share Profits, Losses,
gain, loss and other items of Company income, gain, loss or deduction in the
manner provided in Article 4 hereof.

            Section 14.8 Character of Liquidating Distributions. All payments
made in liquidation of the interest of a Member in the Company shall be made in
exchange for the interest of such Member in Property pursuant to Section
736(b)(1) of the Code, including the interest of such Member in Company
goodwill.

            Section 14.9 The Liquidator.

            (a) Definition. The "LIQUIDATOR" shall mean a Person appointed by
the Board of Directors to oversee the liquidation of the Company.

                                       52


            (b) Fees. The Company is authorized to pay a reasonable fee to the
Liquidator for its services performed pursuant to this Article 14 and to
reimburse the Liquidator for its reasonable costs and expenses incurred in
performing those services.

            (c) Indemnification. The Company shall indemnify, hold harmless and
pay all judgments and claims against the Liquidator or any officers, directors,
agents or employees of the Liquidator relating to any liability or damage
incurred by reason of any act performed or omitted to be performed by the
Liquidator or any officers, directors, agents or employees of the Liquidator in
connection with the liquidation of the Company, including reasonable attorneys'
fees incurred by the Liquidator, officer, director, agent or employee in
connection with the defense of any action based on any such act or omission,
which attorneys' fees may be paid as incurred, except to the extent such
liability or damage is caused by the fraud or intentional misconduct of, or a
knowing violation of the laws by, the Liquidator which was material to the cause
of action.

            Section 14.10 Form of Liquidating Distributions. For purposes of
making distributions required by Section 14.2 hereof, the Liquidator may
determine whether to distribute all or any portion of the Property in kind or to
sell all or any portion of the Property and distribute the proceeds therefrom.

                                   ARTICLE 15

                                  MISCELLANEOUS

            Section 15.1 Notices. Subject to Sections 6.11, 6.13, 9.5 and 9.8,
any notice, payment, demand or communication required or permitted to be given
by any provision of this Amended Agreement shall be in writing and delivered
personally, or, when the same is actually received, if sent either by registered
or certified mail, postage and charges prepaid, or by facsimile, if such
facsimile is followed by a hard copy of the facsimile communication sent
promptly thereafter by registered or certified mail, postage and charges
prepaid, addressed as follows, or to such other address as such Person may from
time to time specify by notice to the Members and the Manager:

            (a) If to the Company:

                   600 Fifth Avenue, 21st Floor
                   New York, New York 10020
                   Attention:  David Mitchell
                   Facsimile No.: (212) 581-8037

            (b) If to the Manager:

                   600 Fifth Avenue, 21st Floor
                   New York, New York 10020
                   Attention: David Mitchell
                   Facsimile No.: (212) 581-8037

                                       53


            (c) If to the Trust:

                   600 Fifth Avenue, 21st Floor
                   New York, New York 10020
                   Attention: David Mitchell
                   Facsimile No.: (212) 581-8037

            Section 15.2 Binding Effect. Except as otherwise provided in this
Amended Agreement, every covenant, term and provision of this Amended Agreement
shall be binding upon and inure to the benefit of the Members and their
respective successors, transferees and assigns.

            Section 15.3 Construction. Every covenant, term and provision of
this Amended Agreement shall be construed simply according to its fair meaning
and not strictly for or against any Member.

            Section 15.4 Time. In computing any period of time pursuant to this
Amended Agreement, the day of the act, event or default from which the
designated period of time begins to run shall not be included, but the time
shall begin to run on the next succeeding day. The last day of the period so
computed shall be included, unless it is a Saturday, Sunday or any other day on
which banks in The City of New York are required or authorized by law or
executive order to close, in which event the period shall run until the end of
the next day which is not a Saturday, Sunday or any other day on which banks in
The City of New York are required or authorized by law or executive order to
close.

            Section 15.5 Headings. Section and other headings contained in this
Amended Agreement are for reference purposes only and are not intended to
describe, interpret, define or limit the scope, extent or intent of this Amended
Agreement or any provision hereof.

            Section 15.6 Severability. Except as otherwise provided in the
succeeding sentence, every provision of this Amended Agreement is intended to be
severable, and, if any term or provision of this Amended Agreement is illegal or
invalid for any reason whatsoever, such illegality or invalidity shall not
affect the validity or legality of the remainder of this Amended Agreement. The
preceding sentence of this Section 15.6 shall be of no force or effect if the
consequence of enforcing the remainder of this Amended Agreement without such
illegal or invalid term or provision would be to cause any Member to lose the
material benefit of its economic bargain.

            Section 15.7 Incorporation by Reference. Every exhibit, schedule and
other appendix attached to this Amended Agreement and referred to herein is not
incorporated in this Amended Agreement by reference unless this Amended
Agreement expressly otherwise provides.

            Section 15.8 Variation of Terms. All terms and any variations
thereof shall be deemed to refer to masculine, feminine or neuter, singular or
plural, as the identity of the Person or Persons may require.

                                       54


            Section 15.9 Governing Law and Consent to Jurisdiction/Service of
Process. The laws of the State of Delaware shall govern the validity of this
Amended Agreement, the construction of its terms and the interpretation of the
rights and duties arising hereunder.

            Each party hereto and any Person acquiring an LLC Interest, from
time to time, (i) irrevocably submits to the non-exclusive jurisdiction and
venue of any Delaware state court or U.S. federal court sitting in Wilmington,
Delaware in any action arising out of this Amended Agreement and (ii) consents
to the service of process by mail. Nothing herein shall affect the right of any
party to serve legal process in any manner permitted by law or affect its right
to bring any action in any other court.


            Section 15.10 Waiver of Jury Trial. Each of the Members irrevocably
waives, to the extent permitted by law, all rights to trial by jury and all
rights to immunity by sovereignty or otherwise in any action, proceeding or
counterclaim arising out of or relating to this Amended Agreement.



            Section 15.11 Counterpart Execution. This Amended Agreement may be
executed in any number of counterparts with the same effect as if all of the
Members had signed the same document. All counterparts shall be construed
together and shall constitute one agreement.



            Section 15.12 Specific Performance. Each Member agrees with the
other Members that the other Members would be irreparably damaged if any of the
provisions of this Amended Agreement were not performed in accordance with their
specific terms and that monetary damages would not provide an adequate remedy in
such event. Accordingly, it is agreed that, in addition to any other remedy to
which the nonbreaching Members may be entitled, at law or in equity, the
nonbreaching Members shall be entitled to injunctive relief to prevent breaches
of the provisions of this Amended Agreement and specifically to enforce the
terms and provisions hereof in any action instituted in any court of the United
States or any state thereof having subject matter jurisdiction thereof.


                                       55


            IN WITNESS WHEREOF, the Original Member has executed and entered
into this Amended and Restated Operating Agreement of the Company as of the day
first above set forth.

                                        MACQUARIE INFRASTRUCTURE COMPANY TRUST

                                        By: __________________________________
                                            Name:  Peter Stokes
                                            Title: Regular Trustee

                                       56


                                                                       EXHIBIT A

                        SPECIMEN LLC INTEREST CERTIFICATE



SPECIMEN

NUMBER __                                                                ___ LLC
                                                                       INTERESTS
                            ORGANIZED UNDER THE LAWS
                                       OF
                              THE STATE OF DELAWARE

                      MACQUARIE INFRASTRUCTURE COMPANY LLC

_________________________________________________ This          Certifies that
_________________________ is the owner of ___ LLC Interests of the Company with
such rights and privileges as are set forth in the Amended and Restated
Operating Agreement of the Company dated _______________ (the "Operating
Agreement"), as it may be amended from time to time.

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

[NEITHER THE LLC INTERESTS NOR ANY PART THEREOF MAY BE OFFERED FOR SALE,
PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT (A)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN A
TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OR FOR
WHICH SUCH REGISTRATION IS OTHERWISE NOT REQUIRED AND (B) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER ANY APPLICABLE STATE ACTS OR IN A
TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER SUCH STATE ACTS OR FOR WHICH
SUCH REGISTRATION OTHERWISE IS NOT REQUIRED.]

THE LLC INTERESTS REPRESENTED BY THIS CERTIFICATE EVIDENCE THE PROPORTIONATE
PORTION OF SUCH HOLDER'S LIMITED LIABILITY COMPANY INTEREST IN THE COMPANY. THE
LLC INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TRANSFER
RESTRICTIONS CONTAINED IN SECTION 13 OF THE OPERATING AGREEMENT. EVERY HOLDER OF
THIS CERTIFICATE, BY HOLDING AND RECEIVING THE SAME, AGREES WITH THE COMPANY TO
BE BOUND BY THE TERMS OF THE OPERATING AGREEMENT. A STATEMENT OF THE RELATIVE
RIGHTS AND PREFERENCES OF THE COMPANY'S LLC INTERESTS WILL BE FURNISHED BY THE
COMPANY TO THE HOLDER HEREOF UPON REQUEST WITHOUT CHARGE.

_________________________________________________ In Witness Whereof, said
Company has caused this Certificate to be signed by its Chief Executive Officer
this ____ day of ______, A.D. ____.

            ____________________________,



SPECIMEN

___________________________________________________________ AS            CHIEF
EXECUTIVE OFFICER

                                                                       EXHIBIT B


                                FORM OF ECONOMIC
                              DISCLOSURE STATEMENT
                                 AND AFFIDAVIT

                                                         FOR CITY USE

                                                         AFFIDAVIT NO. _________

                                CITY OF CHICAGO
                  ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

The City of Chicago (the "City") requires disclosure of the information
requested in this Economic Disclosure Statement and Affidavit ("EDS") before any
City agency, department or City Council action regarding the matter that is the
subject of this EDS. Please fully complete each statement, with all information
current as of the date this EDS is signed. If a question is not applicable,
answer with "N.A." AN INCOMPLETE EDS WILL BE RETURNED AND ANY CITY ACTION WILL
BE INTERRUPTED.

Please PRINT OR TYPE all responses clearly and legibly. Add additional pages if
needed, being careful to identify the portion of the EDS to which each
additional page refers.

WHO MUST SUBMIT AN EDS:

1. APPLICANTS: Any individual or entity (the "APPLICANT") making an application
to the City for action requiring City Council or other City agency approval must
file this EDS.

2. ENTITIES HOLDING AN INTEREST IN THE APPLICANT: Generally, whenever an
ownership interest in the Applicant (for example, shares of stock of the
Applicant or a limited partnership interest in the Applicant) is held or owned
by a legal entity (for example, a corporation or partnership, rather than an
individual) each such legal entity must also file an EDS on its own behalf, and
any parent of that legal entity must do so until individual owners are
disclosed. HOWEVER, if an entity filing an EDS is a corporation whose shares are
registered on a national securities exchange pursuant to the Securities Exchange
Act of 1934, only those shareholders that own 10% or more of that filing
entity's stock must file EDSs on their own behalf.

ACKNOWLEDGMENT OF POSSIBLE CREDIT AND OTHER CHECKS: By completing and filing
this EDS, the Undersigned acknowledges and agrees, on behalf of itself and the
entities or individuals named in this EDS, that the City may investigate the
creditworthiness of some or all of the entities or individuals named in this
EDS.

CERTIFYING THIS EDS: Execute the certification on the date of the initial
submission of this EDS. YOU MAY BE ASKED TO RE-CERTIFY THIS EDS ON THE LAST PAGE
AS OF THE DATE OF SUBMISSION OF ANY RELATED ORDINANCE TO THE CITY COUNCIL, OR AS
OF THE DATE OF THE CLOSING OF YOUR TRANSACTION.

PUBLIC DISCLOSURE: IT IS THE CITY'S POLICY TO MAKE THIS DOCUMENT AVAILABLE TO
THE PUBLIC ON ITS INTERNET SITE AND/OR UPON REQUEST.

GENERAL INFORMATION

Date this EDS is completed:

_______________________________________________________

A. WHO IS SUBMITTING THIS EDS? That individual or entity will be the
"UNDERSIGNED" throughout this EDS.

__________________________________

NOTE: THE UNDERSIGNED IS THE INDIVIDUAL OR ENTITY SUBMITTING THIS EDS, WHETHER
THE UNDERSIGNED IS AN APPLICANT OR IS AN ENTITY HOLDING AN INTEREST IN THE
APPLICANT. THIS EDS REQUIRES CERTAIN DISCLOSURES AND CERTIFICATIONS FROM
APPLICANTS THAT ARE NOT REQUIRED FROM ENTITIES HOLDING AN INTEREST IN THE
APPLICANT. WHEN COMPLETING THIS EDS, PLEASE OBSERVE WHETHER THE SECTION YOU ARE
COMPLETING APPLIES ONLY TO APPLICANTS.

[ ] Check here if the Undersigned is filing this EDS as an Applicant.

[ ] Check here if the Undersigned is filing as an entity holding an interest in
    an Applicant.

    Also, please identify the Applicant in which this entity holds an interest:

    _______________________________________________________

B.  Business address of the Undersigned: _______________________________________
                                         _______________________________________
                                         _______________________________________

C. Telephone: ________________ Fax: ________________ Email: ____________________

D. Name of contact person: _______________________________________

E. Tax identification number (optional): _______________________________________

F. Brief description of contract, transaction or other undertaking (referred to
   below as the "Matter") to which this EDS pertains. (Include project number
   and location if applicable):

   _____________________________________________________________________________
   _____________________________________________________________________________
   _____________________________________________________________________________

G. Is the Matter a procurement? [ ] Yes    [ ] No

H. If a procurement, Specification # ____________ and Contract # ______________.

I. If not a procurement:

      1. City Agency requesting EDS: ___________________________________________

      2. City action requested (e.g., loan, grant, sale of property):
      __________________________________________________________________________

      3. If property involved, list property location:
      __________________________________________________________________________

SECTION ONE: DISCLOSURE OF OWNERSHIP INTERESTS

A. NATURE OF ENTITY

1.  Indicate whether the Undersigned is an individual or legal entity:

    [ ] Individual               [ ] Limited Liability Company
    [ ] Business corporation     [ ] Joint venture
    [ ] Sole proprietorship      [ ] Not-for-profit corporation
                                 (Is the not-for-profit corporation also a
                                 501(c)(3)?)
                                 [ ] Yes       [ ] No
    [ ] General partnership      [ ] Other entity (please specify)
    [ ] Limited partnership ____________________________________________________

2.  State of incorporation or organization, if applicable: ____________________

3.  For legal entities not organized in the State of Illinois: Is the
    organization authorized to do business in the State of Illinois as a
    foreign entity?

    [ ] Yes    [ ] No    [ ] N/A

B. ORGANIZATION INFORMATION

1. IF THE UNDERSIGNED IS A CORPORATION:

a. List below the names and titles of all executive officers and all directors
of the corporation. For not-for-profit corporations, also list below any
executive director of the corporation, and indicate all members, if any, who are
legal entities. If there are no such members, write "no members."



NAME                                                   TITLE
                                                    
- ---------------------------------------------          -------------------------

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

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

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


b(1). If the Matter IS a procurement and the Undersigned is a corporation whose
shares ARE registered on a national securities exchange pursuant to the
Securities Exchange Act of 1934, please provide the following information
concerning shareholders who own shares equal to or in excess of 7.5% of the
corporation's outstanding shares.



NAME                               BUSINESS ADDRESS          PERCENTAGE INTEREST
                                                       

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

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

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

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


b(2). If the Matter IS NOT a procurement, and the Undersigned is a corporation
whose shares ARE registered on a national securities exchange pursuant to the
Securities Exchange Act of 1934, please provide the following information
concerning shareholders who own shares equal to or in excess of 10% of the
corporation's outstanding shares.



NAME                               BUSINESS ADDRESS          PERCENTAGE INTEREST
                                                       

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

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

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

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


c. For corporations that ARE NOT registered on a national securities exchange
pursuant to the Securities Exchange Act of 1934, list below the

name, business address and percentage of ownership interest of each shareholder.



NAME                               BUSINESS ADDRESS          PERCENTAGE INTEREST
                                                       

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

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

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

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


2. IF THE UNDERSIGNED IS A PARTNERSHIP OR JOINT VENTURE: For general or limited
partnerships or joint ventures: list below the name, business address and
percentage of ownership interest of each partner. For limited partnerships,
indicate whether each partner is a general partner or a limited partner.



NAME                               BUSINESS ADDRESS          PERCENTAGE INTEREST
                                                       

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

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

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

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


3. IF THE UNDERSIGNED IS A LIMITED LIABILITY COMPANY:
a. List below the name, business address and percentage of ownership interest of
each (i) member and (ii) manager. If there are no managers, write "no managers,"
and indicate how the company is managed.



NAME                               BUSINESS ADDRESS          PERCENTAGE INTEREST
                                                       

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

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

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

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


b. List below the names and titles of all officers, if any. If there are no
officers, write "no officers."



NAME                                                   TITLE
                                                    
- ---------------------------------------------          -------------------------

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

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

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


4. IF THE UNDERSIGNED IS A LAND TRUST, BUSINESS TRUST, ESTATE OR OTHER SIMILAR
ENTITY:
a. List below the name and business address of each individual or legal entity
holding legal title to the property that is the subject of the trust.



NAME                                                   BUSINESS ADDRESS
                                                    
- ---------------------------------------------          -------------------------

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

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

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


b. List below the name, business address and percentage of beneficial interest
of each beneficiary on whose behalf title is held.



NAME                               BUSINESS ADDRESS          PERCENTAGE INTEREST
                                                       

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

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

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

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


5. IF THE UNDERSIGNED IS ANY OTHER LEGAL ENTITY: First describe the entity, then
provide the name, business address, and the percentage of interest of all
individuals or legal entities having an ownership or other beneficial interest
in the entity. Describe the entity:

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

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

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



NAME                               BUSINESS ADDRESS          PERCENTAGE INTEREST
                                                       

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

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

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

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


SECTION TWO: BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS

A. DEFINITIONS AND DISCLOSURE REQUIREMENT

1. The Undersigned must indicate whether it had a "business relationship" with a
City elected official in the 12 months before the date this EDS is signed.

2. Pursuant to Chapter 2-156 of the Municipal Code of Chicago (the "Municipal
Code"), a "BUSINESS RELATIONSHIP" means any "contractual or other private
business dealing" of an official, or his or her spouse, or of any entity in
which an official or his or her spouse has a "financial interest," with a person
or entity which entitles an official to compensation or payment in the amount of
$2,500 or more in a calendar year; but a "financial interest" does not include:
(i) any ownership through purchase at fair market value or inheritance of less
than 1% of the shares of a corporation, or any corporate subsidiary, parent or
affiliate thereof, regardless of the value of or dividends on such shares, if
such shares are registered on a securities exchange pursuant to the Securities
Exchange Act of 1934, as amended, (ii) the authorized compensation paid to an
official or employee for his office or employment; (iii) any economic benefit
provided equally to all residents of the City; (iv) a time or demand deposit in
a financial institution; or (v) an endowment or insurance policy or annuity
contract purchased from an insurance company. A "contractual or other private
business dealing" does not include any employment relationship of an official's
spouse with an entity when such spouse has no discretion concerning or input
relating to the relationship between that entity and the City.

B. CERTIFICATION

1. Has the Undersigned had a "business relationship" with any City elected
official in the 12 months before the date this EDS is signed?

   [ ] Yes            [ ] No

      If yes, please identify below the name(s) of such City elected official(s)
and describe such relationship(s):

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

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

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

SECTION THREE: DISCLOSURE OF RETAINED PARTIES

A. DEFINITIONS AND DISCLOSURE REQUIREMENTS

1. The Undersigned must disclose certain information about attorneys, lobbyists,
accountants, consultants, subcontractors, and any other person whom the
Undersigned has retained or expects to retain in connection with the Matter. In
particular, the Undersigned must disclose the name of each such person, his/her
business address, the nature of the relationship, and the total amount of the
fees paid or estimated to be paid. The Undersigned is not required to disclose
employees who are paid solely through the Undersigned's regular payroll.

"Lobbyist" means any person (i) who, for compensation or on behalf of any person
other than himself, undertakes to influence any legislative or administrative
action, or (ii) any part of whose duty as an employee of another includes
undertaking to influence any legislative or administrative action.

2. If the Undersigned is uncertain whether a disclosure is required under this
Section, the Undersigned must either ask the City whether disclosure is required
or make the disclosure.

B. CERTIFICATION

Each and every attorney, lobbyist, accountant, consultant, subcontractor, or
other person retained or anticipated to be retained directly by the Undersigned
with respect to or in connection with the Matter is listed below [begin list
here, add sheets as necessary]:



NAME                           BUSINESS       RELATIONSHIP TO UNDERSIGNED      FEES (INDICATE WHETHER
(INDICATE                      ADDRESS        (ATTORNEY, LOBBYIST, ETC.)       PAID OR ESTIMATED)
WHETHER
RETAINED OR
ANTICIPATED TO
BE RETAINED)
                                                                      

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

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

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

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


[ ] CHECK HERE IF NO SUCH INDIVIDUALS HAVE BEEN RETAINED BY THE UNDERSIGNED OR
ARE ANTICIPATED TO BE RETAINED BY THE UNDERSIGNED.

SECTION FOUR: CERTIFICATIONS

I. CERTIFICATION OF COMPLIANCE

For purposes of the certifications in A, B, and C below, the term "affiliate"
means any individual or entity that, directly or indirectly: controls the
Undersigned, is controlled by the Undersigned, or is, with the Undersigned,
under common control of another individual or entity. Indicia of control
include, without limitation: interlocking management or ownership; identity of
interests among family members; shared facilities and equipment; common use of
employees; or organization of a business entity following the ineligibility of a
business entity to do business with the federal government or a state or local
government, including the City, using substantially the same management,
ownership, or principals as the ineligible entity.

A. The Undersigned is not delinquent in the payment of any tax administered by
the Illinois Department of Revenue, nor are the Undersigned or its affiliates
delinquent in paying any fine, fee, tax or other charge owed to the City. This
includes all water charges, sewer charges, license fees, parking tickets,
property taxes or sales taxes. If there are any such delinquencies, note them
below:

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

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

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

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

If the letters "NA," the word "None," or no response appears on the lines above,
it will be conclusively presumed that the Undersigned certified to the above
statements.

B. The Undersigned and its affiliates have not, in the past five years, been
found in violation of any City, state or federal environmental law or
regulation. If there have been any such violations, note them below:

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

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

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

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

If the letters "NA," the word "None," or no response appears on the lines above,
it will be conclusively presumed that the Undersigned certified to the above
statements.

C. If the Undersigned is the Applicant, the Undersigned and its affiliates will
not use, nor permit their subcontractors to use, any facility on the U.S. EPA's
List of Violating Facilities in connection with the Matter for the duration of
time that such facility remains on the list.

D. If the Undersigned is the Applicant, the Undersigned will obtain from any
contractors/subcontractors hired or to be hired in connection with the Matter
certifications equal in form and substance to those in Section Four, I, (A-C)
above and will not, without the prior written consent of the City, use any such
contractor/subcontractor that does not provide such certifications or that the
Undersigned has reason to believe has not provided or cannot provide truthful
certifications.

If the Undersigned is unable to make the certifications required in Section
Four, paragraph I(C) and (D) above, provide an explanation:

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

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

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

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

If the letters "NA," the word "None," or no response appears on the lines above,
it will be conclusively presumed that the Undersigned certified to the above
statements.

II. CHILD SUPPORT OBLIGATIONS -- CERTIFICATION REGARDING COURT -- ORDERED CHILD
SUPPORT COMPLIANCE

For purposes of this part, "Substantial Owner" means any individual who,
directly or indirectly, owns or holds a 10% or more interest in the Undersigned.
Note: This may include individuals disclosed in Section One (Disclosure of
Ownership Interests), and individuals disclosed in an EDS filed by an entity
holding an interest in the Applicant.

If the Undersigned's response below is #1 or #2, then all of the Undersigned's
Substantial Owners must remain in compliance with any such child support
obligations until the Matter is completed. Failure of the Undersigned's
Substantial Owners to remain in compliance with their child support obligations
in the manner set forth in either #1 or #2 constitutes an event of default.

CHECK ONE:


________    1. No Substantial Owner has been declared in arrearage on any child
            support obligations by the Circuit Court of Cook County, Illinois or
            by another Illinois court of competent jurisdiction.

________    2. The Circuit Court of Cook County, Illinois or another Illinois
            court of competent jurisdiction has issued an order declaring one or
            more Substantial Owners in arrearage on child support obligations.
            All such Substantial Owners, however, have entered into
            court-approved agreements for the payment of all such child support
            owed, AND all such Substantial Owners are in compliance with such
            agreements.

________    3. The Circuit Court of Cook County, Illinois or another Illinois
            court of competent jurisdiction has issued an order declaring one or
            more Substantial Owners in arrearage on child support obligations
            AND (a) at least one such Substantial Owner has not entered into a
            court-approved agreement for the payment of all such child support
            owed; OR (b) at least one such Substantial Owner is not in
            compliance with a court-approved agreement for the payment of all
            such child support owed; OR both (a) and (b).

________    4.     There are no Substantial Owners.

III. FURTHER CERTIFICATIONS

A. The Undersigned and, if the Undersigned is a legal entity, its principals
(officers, directors, partners, members, managers, executive director):

      1.    are not presently debarred, suspended, proposed for debarment,
            declared ineligible or voluntarily excluded from any transactions by
            any federal, state or local unit of government;

      2.    have not, within a five-year period preceding the date of this EDS,
            been convicted of a criminal offense, adjudged guilty, or had a
            civil judgment rendered against them in connection with: obtaining,
            attempting to obtain, or performing a public (federal, state or
            local) transaction or contract under a public transaction; a
            violation of federal or state antitrust statutes; fraud;
            embezzlement; theft; forgery; bribery; falsification or destruction
            of records; making false statements; or receiving stolen property;

      3.    are not presently indicted for or otherwise criminally or civilly
            charged by a governmental entity (federal, state or local) with
            commission of any of the offenses enumerated in clause (A)(2) of
            this section;

      4.    have not, within a five-year period preceding the date of this EDS,
            had one or more public transactions (federal, state or local)
            terminated for cause or default; and

      5.    have not, within a five-year period preceding the date of this EDS,
            been convicted, adjudged guilty, or found liable in a civil
            proceeding, in any criminal or civil action instituted by the City
            or by the federal government, any state, or any other unit of local
            government.

B.    The certifications in subparts B and D concern:

      -     the Undersigned;

      -     any party participating in the performance of the Matter ("an
            APPLICABLE PARTY");

      -     any "AFFILIATED ENTITY" (meaning an individual or entity that,
            directly or indirectly: controls the Undersigned, is controlled by
            the Undersigned, or is, with the Undersigned, under common control
            of another individual or entity. Indicia of control include, without
            limitation: interlocking management or ownership; identity of
            interests among family members, shared facilities and equipment;
            common use of employees; or organization of a business entity
            following the ineligibility of a business entity to do business with
            federal or state or local government, including the City, using
            substantially the same management, ownership, or principals as the
            ineligible entity); with respect to Applicable Parties, the term
            Affiliated Entity means an individual or entity that directly or
            indirectly controls the Applicable Party, is controlled by it, or,
            with the Applicable Party, is under common control of another
            individual or entity;

      -     any responsible official of the Undersigned, any Applicable Party or
            any Affiliated Entity or any other official, agent or employee of
            the Undersigned, any Applicable Party or any Affiliated Entity,
            acting pursuant to the direction or authorization of a responsible
            official of the Undersigned, any Applicable Party or any Affiliated
            Entity (collectively "Agents").

      Neither the Undersigned, nor any Applicable Party, nor any Affiliated
      Entity of either the Undersigned or any Applicable Party nor any Agents
      have, during the five years before the date this EDS is signed, or, with
      respect to an Applicable Party, an Affiliated Entity, or an Affiliated
      Entity of an Applicable Party during the five years before the date of
      such Applicable Party's or Affiliated Entity's contract or engagement in
      connection with the Matter:

      1.    bribed or attempted to bribe, or been convicted or adjudged guilty
            of bribery or attempting to bribe, a public officer or employee of
            the City, the State of Illinois, or any agency of the federal
            government

            or of any state or local government in the United States of America,
            in that officer's or employee's official capacity;

      2.    agreed or colluded with other bidders or prospective bidders, or
            been a party to any such agreement, or been convicted or adjudged
            guilty of agreement or collusion among bidders or prospective
            bidders, in restraint of freedom of competition by agreement to bid
            a fixed price or otherwise;

      3.    made an admission of such conduct described in (1) or (2) above that
            is a matter of record, but have not been prosecuted for such
            conduct; or

      4.    violated the provisions of Section 2-92-610 of the Municipal Code
            (LIVING WAGE ORDINANCE).

C.    The Undersigned understands and shall comply with (1) the applicable
      requirements of the Governmental Ethics Ordinance of the City, Title 2,
      Chapter 2-156 of the Municipal Code; and (2) all the applicable provisions
      of Chapter 2-56 of the Municipal Code (Office of the Inspector General).

D.    Neither the Undersigned, Affiliated Entity or Applicable Party, or any of
      their employees, officials, agents or partners, is barred from contracting
      with any unit of state or local government as a result of engaging in or
      being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2)
      bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense
      of any state or of the United States of America that contains the same
      elements as the offense of bid-rigging or bid-rotating.

E.    If the Undersigned is unable to certify to any of the above statements in
      this Part III, the Undersigned must explain below:

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

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

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

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

If the letters "NA," the word "None," or no response appears on the lines above,
it will be conclusively presumed that the Undersigned certified to the above
statements.

IV. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION

For purposes of this Part IV, under Section 2-32-455(b) of the Municipal Code,
the term "financial institution" means a bank, savings and loan association,
thrift, credit union, mortgage banker, mortgage broker, trust company, savings
bank, investment bank, securities broker, municipal securities broker,
securities dealer, municipal securities dealer, securities underwriter,
municipal securities underwriter, investment trust, venture capital company,
bank holding company, financial services holding company, or any licensee under
the Consumer Installment Loan Act, the Sales Finance Agency Act, or the
Residential Mortgage Licensing Act. However, "financial institution"
specifically shall not include any entity whose predominant business is the
providing of tax deferred, defined contribution, pension plans to public
employees in accordance with Sections 403(b) and 457 of the Internal Revenue
Code. [Additional definitions may be found in Section 2-32-455(b) of the
Municipal Code.]

A. CERTIFICATION

The Undersigned certifies that the Undersigned [check one]

      _________ is
      _________ is not

a "financial institution" as defined in Section 2-32-455(b) of the Municipal
Code.


B. IF THE UNDERSIGNED IS A FINANCIAL INSTITUTION, THEN THE UNDERSIGNED PLEDGES:

      "We are not and will not become a predatory lender as defined in Chapter
      2-32 of the Municipal Code. We further pledge that none of our affiliates
      is, and none of them will become, a predatory lender as defined in Chapter
      2-32 of the Municipal Code. We understand that becoming a predatory lender
      or becoming an affiliate of a predatory lender may result in the loss of
      the privilege of doing business with the City."

If the Undersigned is unable to make this pledge because it or any of its
affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a
predatory lender within the meaning of Chapter 2-32 of the Municipal Code,
explain here (attach additional pages if necessary):

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

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

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

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

If the letters "NA," the word "None," or no response appears on the lines above,
it will be conclusively presumed that the Undersigned certified to the above
statements.

V. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS

Any words or terms that are defined in Chapter 2-156 of the Municipal Code have
the same meanings when used in this Part V.

1.    In accordance with Section 2-156-110 of the Municipal Code: Does any
      official or employee of the City have a financial interest in his or her
      own name or in the name of any other person in the Matter?
      [ ] Yes [ ] No

NOTE: IF YOU ANSWERED "NO" TO ITEM V(1), YOU ARE NOT REQUIRED TO ANSWER ITEMS
V(2) OR (3) BELOW. INSTEAD, REVIEW THE CERTIFICATION IN ITEM V(4) AND THEN
PROCEED TO PART VI. IF YOU ANSWERED "YES" TO ITEM V(1), YOU MUST FIRST RESPOND
TO ITEM V(2) AND PROVIDE THE INFORMATION REQUESTED IN ITEM V(3). AFTER
RESPONDING TO THOSE ITEMS, REVIEW THE CERTIFICATION IN ITEM V(4) AND PROCEED TO
PART VI.

2.    Unless sold pursuant to a process of competitive bidding, no City elected
      official or employee shall have a financial interest in his or her own
      name or in the name of any other person in the purchase of any property
      that (i) belongs to the City, or (ii) is sold for taxes or assessments, or
      (iii) is sold by virtue of legal process at the suit of the City
      (collectively, "City Property Sale"). Compensation for property taken
      pursuant to the City's eminent domain power does not constitute a
      financial interest within the meaning of this Part V.

      Does the Matter involve a City Property Sale?
      [ ] Yes [ ] No

3.    If you answered "YES" to Item V(1), provide the names and business
      addresses of the City officials or employees having such interest and
      identify the nature of such interest:



NAME                               BUSINESS ADDRESS          NATURE OF INTEREST
                                                       

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

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

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

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


4.    The Undersigned further certifies that no prohibited financial interest in
      the Matter will be acquired by any City official or employee.

VI. CERTIFICATION REGARDING SLAVERY ERA BUSINESS

The Undersigned has searched any and all records of the Undersigned and any and
all predecessor entities for records of investments or profits from slavery, the
slave industry, or slaveholder insurance policies from the slavery era
(including insurance policies issued to slaveholders that provided coverage for
damage to or injury or death of their slaves) and has disclosed in this EDS any
and all such records to the City. In addition, the Undersigned must disclose the
names of any and all slaves or slaveholders described in those records. Failure
to comply with these disclosure requirements may make the Matter to which this
EDS pertains voidable by the City.

PLEASE CHECK EITHER (1) OR (2) BELOW. IF THE UNDERSIGNED CHECKS (2), THE
UNDERSIGNED MUST DISCLOSE BELOW OR IN AN ATTACHMENT TO THIS EDS ALL REQUISITE
INFORMATION AS SET FORTH IN THAT PARAGRAPH (2).

_____ 1. The Undersigned verifies that (a) the Undersigned has searched any and
all records of the Undersigned and any and all predecessor entities for records
of investments or profits from slavery, the slave industry, or slaveholder
insurance policies, and (b) the Undersigned has found no records of investments
or profits from slavery, the slave industry, or slaveholder insurance policies
and no records of names of any slaves or slaveholders.

_____ 2. The Undersigned verifies that, as a result of conducting the search in
step (1)(a) above, the Undersigned has found records relating to investments or
profits from slavery, the slave industry, or slaveholder insurance policies
and/or the names of any slaves or slaveholders. The Undersigned verifies that
the following constitutes full disclosure of all such records:

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

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

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

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

SECTION FIVE: CERTIFICATIONS FOR FEDERALLY-FUNDED MATTERS

I. CERTIFICATION REGARDING LOBBYING

A. List below the names of all individuals registered under the federal Lobbying
Disclosure Act of 1995 who have made lobbying contacts on behalf of

the Undersigned with respect to the Matter: [Begin list here, add sheets as
necessary]:

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

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

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

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

[IF NO EXPLANATION APPEARS OR BEGINS ON THE LINES ABOVE, OR IF THE LETTERS "NA"
OR IF THE WORD "NONE" APPEAR, IT WILL BE CONCLUSIVELY PRESUMED THAT THE
UNDERSIGNED MEANS THAT NO INDIVIDUALS REGISTERED UNDER THE LOBBYING DISCLOSURE
ACT OF 1995 HAVE MADE LOBBYING CONTACTS ON BEHALF OF THE UNDERSIGNED WITH
RESPECT TO THE MATTER.]

B. The Undersigned has not spent and will not expend any federally appropriated
funds to pay any individual listed in Paragraph (A) above for his or her
lobbying activities or to pay any individual to influence or attempt to
influence an officer or employee of any agency, as defined by applicable federal
law, a member of Congress, an officer or employee of Congress, or an employee of
a member of Congress, in connection with the award of any federally funded
contract, making any federally funded grant or loan, entering into any
cooperative agreement, or to extend, continue, renew, amend, or modify any
federally funded contract, grant, loan, or cooperative agreement.

C. The Undersigned will submit an updated certification at the end of each
calendar quarter in which there occurs any event that materially affects the
accuracy of the statements and information set forth in paragraphs I(A) and I(B)
above.

If the Matter is federally funded and any funds other than federally
appropriated funds have been or will be paid to any individual for influencing
or attempting to influence an officer or employee of any agency (as defined by
applicable federal law), a member of Congress, an officer or employee of
Congress, or an employee of a member of Congress in connection with the Matter,
the Undersigned must complete and submit Standard Form-LLL, "Disclosure Form to
Report Lobbying," in accordance with its instructions. The form may be obtained
online from the federal Office of Management and Budget (OMB) web site at
http://www.whitehouse.gov/omb/grants/sflllin.pdf, linked on the page
http://www.whitehouse.gov/omb/grants/grants_forms.html.

D. The Undersigned certifies that either (i) it is not an organization described
in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an

organization described in section 501(c)(4) of the Internal Revenue Code of 1986
but has not engaged and will not engage in "Lobbying Activities."

E. If the Undersigned is the Applicant, the Undersigned must obtain
certifications equal in form and substance to paragraphs I(A) through I(D) above
from all subcontractors before it awards any subcontract and the Undersigned
must maintain all such subcontractors' certifications for the duration of the
Matter and must make such certifications promptly available to the City upon
request.

II. CERTIFICATION REGARDING NONSEGREGATED FACILITIES

A. If the Undersigned is the Applicant, the Undersigned does not and will not
maintain or provide for its employees any segregated facilities at any of its
establishments, and it does not and will not permit its employees to perform
their services at any location under its control where segregated facilities are
maintained.

      "SEGREGATED FACILITIES," as used in this provision, means any waiting
rooms, work areas, restrooms, washrooms, restaurants and other eating areas,
time clocks, locker rooms and other storage or dressing areas, parking lots,
drinking fountains, recreation or entertainment areas, transportation, and
housing provided for employees, that are segregated by explicit directive or are
in fact segregated on the basis of race, color, religion, sex, or national
origin because of habit, local or employee custom, or otherwise.

However, separated or single-user restrooms and necessary dressing or sleeping
areas must be provided to assure privacy between the sexes.

B. If the Undersigned is the Applicant and the Matter is federally funded, the
Undersigned will, before the award of subcontracts (if any), obtain identical
certifications from proposed subcontractors under which the subcontractor will
be subject to the Equal Opportunity Clause. Contracts and subcontracts exceeding
$10,000, or having an aggregate value exceeding $10,000 in any 12-month period,
are generally subject to the Equal Opportunity Clause. See 41 CFR Part 60 for
further information regarding the Equal Opportunity Clause. The Undersigned must
retain the certifications required by this paragraph (B) for the duration of the
contract (if any) and must make such certifications promptly available to the
City upon request.

C. If the Undersigned is the Applicant and the Matter is federally funded, the
Applicant will forward the notice set forth below to proposed subcontractors:

      NOTICE TO PROSPECTIVE SUBCONTRACTORS OF REQUIREMENTS FOR CERTIFICATIONS OF
      NONSEGREGATED FACILITIES

      Subcontractors must submit to the Contractor a Certification of
      Nonsegregated Facilities before the award of any subcontract

      under which the subcontractor will be subject to the federal Equal
      Opportunity Clause. The subcontractor may submit such certifications
      either for each subcontract or for all subcontracts during a period (e.g.,
      quarterly, semiannually, or annually).

III. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY

Federal regulations require prospective contractors for federally funded Matters
(e.g., the Applicant) and proposed subcontractors to submit the following
information with their bids or in writing at the outset of negotiations. (NOTE:
THIS PART III IS TO BE COMPLETED ONLY IF THE UNDERSIGNED IS THE APPLICANT.)

A.    Have you developed and do you have on file affirmative action programs
      pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
      [ ] Yes       [ ] No       [ ] N/A

B.    Have you participated in any previous contracts or subcontracts subject to
      the equal opportunity clause?
      [ ] Yes       [ ] No       [ ] N/A

C.    Have you filed with the Joint Reporting Committee, the Director of the
      Office of Federal Contract Compliance Programs, or the Equal Employment
      Opportunity Commission all reports due under the applicable filing
      requirements?
      [ ] Yes       [ ] No       [ ] N/A

SECTION SIX: NOTICE AND ACKNOWLEDGMENT REGARDING CITY GOVERNMENTAL ETHICS AND
CAMPAIGN FINANCE ORDINANCES

The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156
and 2-164 of the Municipal Code, impose certain duties and obligations on
individuals or entities seeking City contracts, work, business, or transactions.
The Board of Ethics has developed an ethics training program for such
individuals and entities. The full text of these ordinances and the training
program is available on line at www.cityofchicago.org/Ethics/, and may also be
obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500,
Chicago, IL 60610, (312) 744-9660. The following is descriptive only and does
not purport to cover every aspect of Chapters 2-156 and 2-164 of the Municipal
Code. The Undersigned must comply fully with the applicable ordinances.

      [ ] BY CHECKING THIS BOX THE UNDERSIGNED ACKNOWLEDGES THAT THE UNDERSIGNED
          UNDERSTANDS THAT THE CITY'S GOVERNMENTAL ETHICS AND CAMPAIGN FINANCING
          ORDINANCES, AMONG OTHER THINGS:

      1) Provide that any contract negotiated, entered into or performed in
         violation of the City's ethics laws can be voided by the City.

      2) Limit the gifts and favors any individual or entity can give, or offer
         to give, to any City official, employee, contractor or candidate for
         elected City office or the spouse or minor child of any of them,
         including:

      a. any cash gift or any anonymous gift; and

      b. any gift based on a mutual understanding that the City official's or
         employee's or City contractor's actions or decisions will be influenced
         in any way by the gift.

      3) Prohibit any City elected official or City employee from having a
         financial interest, directly or indirectly, in any contract, work,
         transaction or business of the City, if that interest has a cost or
         present value of $5,000 or more, or if that interest entitles the owner
         to receive more than $2,500 per year.

      4) Prohibit any appointed City official from engaging in any contract,
         work, transaction or business of the City, unless the matter is wholly
         unrelated to the appointed official's duties or responsibilities.

      5) Provide that City employees and officials, or their spouses or minor
         children, cannot receive compensation or anything of value in return
         for advice or assistance on matters concerning the operation or
         business of the City, unless their services are wholly unrelated to
         their City duties and responsibilities.

      6) Provide that former City employees and officials cannot, for a period
         of one year after their City employment ceases, assist or represent
         another on any matter involving the City if, while with the City, they
         were personally and substantially involved in the same matter.

      7) Provide that former City employees and officials cannot ever assist or
         represent another on a City contract if, while with the City, they were
         personally involved in or directly supervised the formulation,
         negotiation or execution of that contract.

SECTION SEVEN: CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE

THE UNDERSIGNED UNDERSTANDS AND AGREES THAT:

A. The certifications, disclosures, and acknowledgments contained in this EDS
will become part of any contract or other agreement between the Applicant and
the City in connection with the Matter, whether procurement, City assistance, or
other City action, and are material inducements to the City's execution of any
contract or taking other action with respect to the Matter. The Undersigned

understands that it must comply with all statutes, ordinances, and regulations
on which this EDS is based.

B. If the City determines that any information provided in this EDS is false,
incomplete or inaccurate, any contract or other agreement in connection with
which it is submitted may be rescinded or be void or voidable, and the City may
pursue any remedies under the contract or agreement (if not rescinded, void or
voidable), at law, or in equity, including terminating the Undersigned's
participation in the Matter and/or declining to allow the Undersigned to
participate in other transactions with the City.

C. Some or all of the information provided on this EDS and any attachments to
this EDS may be made available to the public on the Internet, in response to a
Freedom of Information Act request, or otherwise. By completing and signing this
EDS, the Undersigned waives and releases any possible rights or claims which it
may have against the City in connection with the public release of information
contained in this EDS and also authorizes the City to verify the accuracy of any
information submitted in this EDS.

D. The Undersigned has not withheld or reserved any disclosures as to economic
interests in the Undersigned, or as to the Matter, or any information, data or
plan as to the intended use or purpose for which the Applicant seeks City
Council or other City agency action.

E. The information provided in this EDS must be kept current. In the event of
changes, the Undersigned must supplement this EDS up to the time the City takes
action on the Matter.

                                  CERTIFICATION

Under penalty of perjury, the person signing below: (1) warrants that he/she is
authorized to execute this EDS on behalf of the Undersigned, and (2) warrants
that all certifications and statements contained in this EDS are true, accurate
and complete as of the date furnished to the City.

                                                                             
_______________________________________________________________________         Date: ____________________________
(Print or type name of individual or legal entity submitting this EDS)



By:

_______________________________________________________________________
                              (sign here)

Print or type name of signatory:

_______________________________________________________________________

Title of signatory:

_______________________________________________________________________

Subscribed to before me on [date] __________________________, at _______________
County, __________________________ [state].


________________________________________________________________ Notary Public.

Commission expires: ________________________________.

(DO NOT SUBMIT THIS PAGE WITH YOUR EDS. THE PURPOSE OF THIS PAGE IS FOR YOU TO
RECERTIFY YOUR EDS PRIOR TO SUBMISSION TO CITY COUNCIL OR ON THE DATE OF
CLOSING. IF UNABLE TO RECERTIFY TRUTHFULLY, THE UNDERSIGNED MUST COMPLETE A NEW
EDS WITH CORRECT OR CORRECTED INFORMATION.)

                                 RECERTIFICATION

    GENERALLY, FOR USE WITH CITY COUNCIL MATTERS. NOT FOR CITY PROCUREMENTS
                               UNLESS REQUESTED.

This recertification is being submitted in connection with ____________________
[identify the Matter]. Under penalty of perjury, the person signing below: (1)
warrants that he/she is authorized to execute this EDS recertification on behalf
of the Undersigned, (2) warrants that all certifications and statements
contained in the Undersigned's original EDS are true, accurate and complete as
of the date furnished to the City and continue to be true, accurate and complete
as of the date of this recertification, and (3) reaffirms its acknowledgments.

                                                                                        
__________________________________________________________________________________         Date: ____________________________
(Print or type name of individual or legal entity submitting this recertification)



By:

_______________________________________________________________________
                              (sign here)

Print or type name of signatory:

_______________________________________________________________________

Title of signatory:

_______________________________________________________________________

Subscribed to before me on [date] __________________________, at _______________
County, __________________________ [state].


________________________________________________________________ Notary Public.

Commission expires: ________________________________.

EX-3.7

                                                                     EXHIBIT 3.7



                                                          State of Delaware
                                                          Secretary of State
                                                      Division of Corporations
                                                   Delivered 01:13 PM 10/12/2004
                                                     FILED 01:20 PM 10/12/2004
                                                   SRV 040734579 - 3789938 FILE


                              AMENDED AND RESTATED
                              CERTIFICATE OF TRUST
                                       OF
                      MACQUARIE INFRASTRUCTURE ASSETS TRUST

                        Pursuant to Section 3810 of the
                          Delaware Statutory Trust Act

            This Amended and Restated Certificate of Trust of Macquarie
Infrastructure Assets Trust (the "Trust") dated as of October 12, 2004, is being
duly executed and filed by a Regular Trustee, in accordance with the provisions
of Section 6 Del. C. 3810 of the Delaware Statutory Trust Act, for purposes of
changing the Trust's name from Macquarie Infrastructure Assets Trust to
Macquarie Infrastructure Company Trust, and otherwise restating the original
Certificate of Trust of Macquarie Infrastructure Assets Trust, which was filed
on April 13, 2004 with the Office of the Secretary of State of the State of
Delaware (the "Certificate") to form a statutory trust under the Delaware
Statutory Trust Act, 12 Del. C. Sections 3801, et seq.

            The Certificate is hereby amended and restated in its entirety to
read as follows:

            1. Name. The name of the statutory trust formed hereby is Macquarie
Infrastructure Company Trust.

            2. Delaware Trustee. The name and address of the Trustee of the
Trust with a principal place of business in the State of Delaware is Wells Fargo
Delaware Trust Company, 919 N. Market Street, Suite 700, Wilmington, DE 19801.

            3. Effective Date. This Certificate of Trust shall become effective
upon filing in the office of the Secretary of State of the State of Delaware.



            IN WITNESS WHEREOF, the undersigned, as a Regular Trustee, has
executed this Amended and Restated Certificate of Trust as of the date first
above written.

                                       /s/ Peter Stokes
                                       ---------------------------------
                                       Name: Peter Stokes
                                       Title: Regular Trustee

EX-3.8

                                                                     EXHIBIT 3.8



                  AMENDED AND RESTATED CERTIFICATE OF FORMATION
                                       OF
                       MACQUARIE INFRASTRUCTURE ASSETS LLC

                      a Delaware limited liability company

            This Amended and Restated Certificate of Formation of Macquarie
Infrastructure Assets LLC (the "LLC") dated as of October 12, 2004, is being
duly executed and filed by Peter Stokes, as an authorized person, in accordance
with the provisions of 6 Del. C. Sections 18-208 and the provisions of the
resolutions adopted by Unanimous Written Consent of the Board of Directors on
October 12, 2004, for purposes of changing the LLC's name from Macquarie
Infrastructure Assets LLC to Macquarie Infrastructure Company LLC, and otherwise
restating the original Certificate of Formation of Macquarie Infrastructure
Assets LLC, which was filed on April 13, 2004 with the Office of the Secretary
of State of the State of Delaware (the "Certificate") to form a limited
liability company under the Delaware Limited Liability Company Act, 6 Del. C.
Sections 18-101, et seq.

            The Certificate is hereby amended and restated in its entirety to
read as follows:

            1. The name of the limited liability company is Macquarie
Infrastructure Company LLC.

            2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle, 19801. The name of its registered agent at such address is The
Corporation Trust Company.

            3. This Amended and Restated Certificate shall become effective upon
filing in the office of the Secretary of State of the State of Delaware.




            IN WITNESS WHEREOF, the undersigned has executed this Amended and
Restated Certificate of Formation as of the date first above written.


                                        /s/ Peter Stokes
                                        ---------------------------------
                                        Name: Peter Stokes
                                        Authorized Person

EX-3.9

                                                                     EXHIBIT 3.9


                                                          State of Delaware
                                                         Secretary of State

                                                      Division of Corporations
                                                  Delivered 01:13 PM 10/12/2004
                                                    FILED 01:21 PM 10/12/2004
                                                  SRV 040734586 - 3789940 FILE


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                      MACQUARIE INFRASTRUCTURE ASSETS INC.

                         Pursuant to Section 242 of the
                           General Corporation Law of
                       The State of Delaware (the "GCLD")


            Maquarie Infrastructure Assets Inc., a corporation duly organized
and validly existing under the General Corporation Law of the State of Delaware
(the "COMPANY"), does hereby certify that the Board of Directors of the Company,
pursuant to Section 141(f) of the GCLD, by unanimous written consent did declare
advisable and recommend that the following resolution be submitted for approval
by the sole stockholder of the Company and that said resolution was submitted
to, approved, and adopted by the written consent of the sole stockholder of the
Company pursuant to Section 228 of the GCLD, all in accordance with Section 242
of the GCLD:

            "RESOLVED, that the Certificate of Incorporation of the Company be,
      and hereby is, amended by deleting the name "Macquarie Infrastructure
      Assets Inc." from the Heading and First Section thereto and substituting
      in lieu thereof the name "Macquarie Infrastructure Company Inc."



            IN WITNESS WHEREOF, Macquarie Infrastructure Assets Inc. has caused
this certificate to be executed by its Chief Executive Officer this 12th day of
October, 2004


                                       MACQUARIE INFRASTRUCTURE ASSETS INC.


                                       BY: /s/ Peter Stokes
                                           ---------------------------------
                                       Name: Peter Stokes
                                       Title: Chief Executive Officer

EX-3.10

                                                                    Exhibit 3.10

                        FORM OF CERTIFICATE OF FORMATION

                                       OF

                             MACQUARIE YORKSHIRE LLC


            1.The name of the limited liability company is Macquarie Yorkshire
LLC.

            2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle, 19801. The name of its registered agent at such address is The
Corporation Trust Company.

            3. This Certificate shall become effective upon filing in the office
of the Secretary of State of the State of Delaware.

            IN WITNESS WHEREOF, the undersigned, as an authorized person, has
executed this Certificate of Formation of Macquarie Yorkshire LLC this _____ day
of October, 2004.



                        -------------------------------
                        Name: Peter Stokes
                        An Authorized Person

EX-3.11

                                                                    Exhibit 3.11

                        FORM OF CERTIFICATE OF FORMATION

                                       OF

                              SOUTH EAST WATER LLC



            1. The name of the limited liability company is South East Water
LLC.


            2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle, 19801. The name of its registered agent at such address is The
Corporation Trust Company.

            3. This Certificate shall become effective upon filing in the office
of the Secretary of State of the State of Delaware.

            IN WITNESS WHEREOF, the undersigned, as an authorized person, has
executed this Certificate of Formation of South East Water LLC this _____ day of
October, 2004.



                        -------------------------------
                        Name: Peter Stokes
                        An Authorized Person

EX-3.12

                                                                    Exhibit 3.12

                        FORM OF CERTIFICATE OF FORMATION

                                       OF

                        COMMUNICATIONS INFRASTRUCTURE LLC




            1. The name of the limited liability company is Communications
Infrastructure LLC.


            2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle, 19801. The name of its registered agent at such address is The
Corporation Trust Company.

            3. This Certificate shall become effective upon filing in the office
of the Secretary of State of the State of Delaware.

            IN WITNESS WHEREOF, the undersigned, as an authorized person, has
executed this Certificate of Formation of Communications Infrastructure LLC this
_____ day of October, 2004.



                        -------------------------------
                        Name: Peter Stokes
                        An Authorized Person

EX-3.13

                                                                    Exhibit 3.13

                                     FORM OF

                     AGREEMENT OF LIMITED LIABILITY COMPANY

                                       OF

                        [-----------------------------],

                      A DELAWARE LIMITED LIABILITY COMPANY



                               Dated as of -, 200-

                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                       
1.    Name.................................................................    1

2.    Purpose and Powers...................................................    1

3.    Registered Office and Agent..........................................    1

4.    Principal Place of Business..........................................    2

5.    Member...............................................................    2

6.    Initial Capital Contributions........................................    2

7.    Additional Contributions.............................................    2

8.    Tax Matters..........................................................    2

9.    Management of the Company............................................    2

10.   Committees and Officers..............................................    3

11.   Distributions........................................................    5

12.   Admission of Additional or Substitute Members........................    5

13.   Dissolution..........................................................    5

14.   Distributions upon Dissolution.......................................    5

15.   Liability of the Members.............................................    5

16.   Benefits of the Agreement............................................    5

17.   Headings.............................................................    5

18.   Amendments...........................................................    5

19.   Governing Law........................................................    5

20.   Severability.........................................................    5



                                     FORM OF

                     AGREEMENT OF LIMITED LIABILITY COMPANY

                                       OF

                        [_____________________________],

                      A DELAWARE LIMITED LIABILITY COMPANY


            AGREEMENT OF LIMITED LIABILITY COMPANY (this "Agreement") of
[_____________________________] (the "Company"), dated as of -, 200-, by and
among Macquarie Infrastructure Company LLC, a Delaware limited liability
company, as a member of the Company (the "Managing Member"), and any other
person hereafter admitted to the Company as a member pursuant hereto (each a
"Member" and collectively with the Managing Member, the "Members").

                              Preliminary Statement

            The Managing Member desires to form a limited liability company
pursuant to and in accordance with the Delaware Limited Liability Company Act, 6
Del. C. Sections 18-101, et seq., as amended from time to time (the "Act"), and
hereby declares the following to be the Limited Liability Company Agreement of
such limited liability company:

            1. Name. The name of the limited liability company formed hereby and
by the filing of the Certificate of Formation of the Company with the Delaware
Secretary of State is [_____________________________].

            2. Purpose and Powers. The purpose of the Company is to engage in
any activity for which limited liability companies may be organized in the State
of Delaware. The Company shall possess and may exercise all of the powers and
privileges granted by the Act or by any other law or by this Agreement, together
with any powers incidental thereto, so far as such powers and privileges are
necessary or convenient to the conduct, promotion or attainment of the business
purposes or activities of the Company. Notwithstanding any other provision of
this Agreement or the Act, the Company, and the Managing Member or any Officer
(as defined in Section 10), on behalf of the Company, may enter into and perform
the Management Services Agreement [list of other agreements to be entered into]
and any other documents or agreements to which the Company is a party or by
which it is bound, and all documents, agreements, certificates, instruments or
financing statements contemplated thereby or related thereto, and all amendments
thereto, all without further act, vote or approval of any Member, Officer or
other person or entity; provided, however, that the foregoing authorization
shall not be deemed a restriction on the powers of the Managing Member or any
Officer to enter into documents, agreements, certificates or instruments on
behalf of the Company in accordance with the provisions of this Agreement.

            3. Registered Office and Agent. The address of the Company's
registered office in the State of Delaware is Corporation Trust Center, 1209
Orange Street, in the City of

Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.

            4. Principal Place of Business. The principal executive offices of
the Company shall be at 600 Fifth Avenue, 21st Floor, New York, NY 10020.

            5. Member. The name and address of the Managing Member, which is
hereby admitted as a member of the Company simultaneously with its execution of
this Agreement, is as follows:



            Name                                    Address
            ----                                    -------
                                                 
            Macquarie Infrastructure Company LLC    600 Fifth Avenue, 21st Floor
                                                    New York, NY 10020


            6. Initial Capital Contributions. The Managing Member has made a
capital contribution to the Company in the amount set forth in the books and
records of the Company.

            7. Additional Contributions. No Member shall have any obligation to
make additional capital contributions to the Company.

            8. Tax Matters. The Managing Member intends that, for so long as the
Company only has one member, the Company not be treated as an association for
federal and all relevant state tax purposes and that the activities of the
Company be deemed to be activities of the Managing Member for such purposes. All
provisions of the Company's Certificate of Formation and this Agreement are to
be construed so as to preserve that tax status. The Managing Member is hereby
authorized to file any necessary elections with any tax authorities and shall be
required to file any necessary tax returns on behalf of the Company with any
such tax authorities.

            9. Management of the Company. The business and affairs of the
Company shall be managed by the Managing Member, who shall have the power and
authority, on behalf of the Company, to take any action of any kind not
inconsistent with the provisions of this Agreement and to do anything and
everything it deems necessary or appropriate, itself or through its officers,
agents, representatives and affiliates, to carry on the business and purposes of
the Company, including, but not limited to, the following:

                  (a) to manage and direct the business affairs of the Company,
to do any and all acts on behalf of the Company and to exercise all rights of
the Company with respect to its interest in any other person, corporation,
partnership or other entity, including, without limitation, the voting of
securities, exercise of redemption rights, participation in arrangements with
creditors, the institution, defense and settlement or compromise of suits and
administrative proceedings and other like or similar matters;

                  (b) to acquire, own, lease, sublease, manage, hold, deal in,
control or dispose of any interests or rights in real or personal property;


                                       2

                  (c) to hire employees, consultants, attorneys, accountants,
appraisers and other advisors for the Company;

                  (d) to open, maintain and close bank accounts and draw checks
or other orders for the payment of funds;

                  (e) to borrow money or obtain credit from banks, lending
institutions or any other person;

                  (f) to assume obligations, incur liabilities, lend money or
otherwise use the credit of the Company;

                  (g) to organize or to contact with one or more corporations or
other entities to hold record title, as nominee for the Company, to securities,
funds or other assets of the Company;

                  (h) to make and perform such other agreements and undertakings
as may be necessary or advisable to the carrying out of any of the foregoing
powers, objects or purposes;

                  (i) to bring and defend actions and proceedings at law or in
equity or before any governmental, administrative or other regulatory agency,
body or commission; and

                  (j) to carry on any other activities necessary to, in
connection with or incidental to any of the foregoing or the Company's business.

            There shall not be a "manager" (within the meaning of the Act) of
the Company. The Managing Member is, to the extent of its rights and powers set
forth in this Agreement, an agent of the Company for the purpose of the
Company's business, and the actions of the Managing Member taken in accordance
with such rights and powers shall bind the Company.

            10. Committees and Officers.

                  (a) The Managing Member may designate one or more committees,
each to consist of one or more of the Members.

                  (b) The Managing Member may designate one or more officers of
the Company (each an "Officer") with the powers provided in this Section 10 and
otherwise expressly provided in this Agreement and such additional powers and
terms as the Managing Member may determine. The Officers of the Company shall
consist of a Chief Executive Officer, a Secretary and a Treasurer, and such
other Officers, as the Managing Member may from time to time designate. The
initial Officers of the Company shall be:

                                       
            Chief Executive Officer       Peter Stokes

            Secretary                     David Mitchell

            Treasurer                     David Mitchell




                                       3

The powers and duties of each Officer shall be as follows:

            Chief Executive Officer. The Chief Executive Officer shall also act
as the President of the Company. Subject to the control of the Managing Member,
the Chief Executive Officer shall be responsible for the day-to-day management
of the business and affairs of the Company. The Chief Executive Officer shall
have the power to sign alone (unless the Managing Member shall specifically
require an additional signature) all contracts in the name and on behalf of the
Company. The Chief Executive Officer also shall perform all duties and enjoy all
other powers as generally are incident to the position of a president of a
corporation organized under the General Corporation Law of the State of Delaware
(the "DGCL"), subject, however, to the control of the Managing Member.

            The Secretary. The Secretary shall have all such powers and duties
as generally are incident to the position of a secretary of a corporation
organized under the DGCL or as may from time to time be assigned to him or her
by the Managing Member or the Chief Executive Officer.

            The Treasurer. The Treasurer shall have custody of the Company's
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Company and shall deposit or cause to be
deposited moneys or other valuable effects in the name and to the credit of the
Company in such depositories as may be designated by the Managing Member. The
Treasurer shall also maintain adequate records of all assets, liabilities, and
transactions of the Company and shall see that adequate audits thereof are
currently and regularly made. The Treasurer shall have such other powers and
perform such other duties that generally are incident to the position of a
treasurer of a corporation organized under the DGCL or as may from time to time
be assigned to him or her by the Managing Member or the Chief Executive Officer.

Each of the Officers of the Company shall be an "authorized person" within the
meaning of the Act for purposes of executing, delivering and filing with the
Delaware Secretary of State the Company's Certificate of Formation and any
amendments thereto and restatements thereof.

            (c) Unless otherwise provided in this Section 10, the Company shall
indemnify, save harmless, and pay all judgments and claims against the Managing
Member or any Officer relating to any liability or damage incurred by reason of
any act performed or omitted to be performed by the Managing Member or any
Officer in connection with the business of the Company, including reasonable
attorneys' fees incurred by the Managing Member or any Officer in connection
with the defense of any action based on any such act or omission, which
attorneys' fees may be paid as incurred. Unless otherwise provided in this
Section 10, in the event of any action by any Member against the Managing Member
or any Officer, including a derivative suit, the Company shall indemnify, save
harmless, and pay all expenses of the Managing Member or such Officer, including
reasonable attorneys' fees incurred in the defense of such action.
Notwithstanding the provisions of this Section 10, this Section shall be
enforced only to the maximum extent permitted by law and no Managing Member or
Officer shall be indemnified from any liability for the fraud, intentional
misconduct, gross negligence or a knowing violation of the law that was material
to the cause of action.


                                       4

            11. Distributions. Distributions shall be made to the Members at the
times and in the aggregate amounts determined by the Managing Member.

            12. Admission of Additional or Substitute Members. The Company may
admit substitute or additional members at the Managing Member's discretion.

            13. Dissolution. The Company shall dissolve, and its affairs shall
be wound up, upon the earliest to occur of (a) the unanimous decision of the
Members, or (b) an event of dissolution of the Company under the Act; provided,
however, that within ninety (90) days following any event terminating the
continued membership of the last remaining Member in the Company, if the
Personal Representative (as defined in the Act) of such Member agrees in writing
to continue the Company and to admit itself or some other person or entity as a
member of the Company effective as of the date of the occurrence of the event
that terminated the continued membership of such Member in the Company, then the
Company shall not be dissolved and its affairs shall not be wound up.

            14. Distributions upon Dissolution. Upon the occurrence of the
dissolution of the Company under Section 13 hereof, the Members shall be
entitled to receive, after the Managing Member has paid or made reasonable
provision for the payment of all of the Company's creditors to the extent
required by Section 18-804 of the Act, the remaining funds of the Company.

            15. Liability of the Members. The Members shall not have any
liability for the obligations or liabilities of the Company except to the extent
expressly provided in the Act.

            16. Benefits of the Agreement. None of the provisions of this
Agreement shall be for the benefit of or enforceable by any creditor of the
Company or of any Member.

            17. Headings. The titles of the Sections of this Agreement are for
convenience of reference only and shall not define or limit any of the
provisions of this Agreement.

            18. Amendments. This Agreement may be amended only by written
instrument executed by the Members.

            19. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
UNDER THE LAWS OF THE STATE OF DELAWARE.

            20. Severability. Except as otherwise provided in the succeeding
sentence, every term and provision of this Agreement is intended to be
severable, and if any term or provision of this Agreement is illegal or invalid
for any reason whatsoever, such illegality or invalidity shall not affect the
legality or validity of the remainder of this Agreement. The preceding sentence
shall be of no force or effect if the consequence of enforcing the remainder of
this Agreement without such illegal or invalid term or provision would be to
cause any party to lose the benefit of its economic bargain.


                                       5

            IN WITNESS WHEREOF, the undersigned has caused this Agreement of
Limited Liability Company to be executed as of the ____ day of ________________,
200-

                                    MACQUARIE INFRASTRUCTURE COMPANY LLC

                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                       6

                                    EXHIBIT A

                            CERTIFICATE OF FORMATION



                                      A-1

EX-5.1

                                                                     Exhibit 5.1

                                October __, 2004


To Each of the Persons Listed
on Schedule I Attached Hereto

            Re:   Macquarie Infrastructure Company LLC
                  Macquarie Infrastructure Company Trust

Ladies and Gentlemen:

            We have been asked to render certain opinions as to matters of
Delaware law relating to each of Macquarie Infrastructure Company LLC, a
Delaware limited liability company (the "Company"), and Macquarie Infrastructure
Company Trust, a Delaware statutory trust (the "Trust"), in connection with the
proposed issuance of shares (collectively, the "Shares") in the Trust. Initially
capitalized terms used herein and not otherwise defined are used herein as
defined in that certain Amended and Restated Trust Agreement of Macquarie
Infrastructure Company Trust dated as of October __, 2004, entered into by and
among the Company, as Sponsor, Wells Fargo Delaware Trust Company, as Delaware
Trustee ("Wells Fargo", and each Regular Trustee named therein (the "Trust
Agreement").

            For purposes of giving the opinions hereinafter set forth, we have
examined only the following documents:

            1. The Certificate of Trust for the Trust, dated as of April
13, 2004, as filed in the Office of the Secretary of State of the State of
Delaware (the "Secretary of State") on April 13, 2004;

            2. The Amended and Restated Certificate of Trust for the Trust
dated as of October 12, 2004, as filed with the Secretary of State on
October 12, 2004;

            3. The Trust Agreement of the Trust dated as of April 13, 2004
by and among the Company, as Sponsor, Wells Fargo, as Delaware Trust, and
the Regular Trustees named therein;

            4. The Trust Agreement;

            5. A Certificate of Good Standing for the Trust dated October
__, 2004, obtained from the Secretary of State;

To each of the persons on
Schedule I attached hereto
October __, 2004
Page 2


            6.  The Certificate of Formation of the Company dated April 13,
2004, as filed with the Secretary of State on April 13, 2004;

            7.  The Amended and Restated Certificate of Formation of the Company
dated October 12, 2004, as filed with the Secretary of State on October 12,
2004;

            8.  The Operating Agreement of the Company dated as of April 13,
2004 by the Trust;

            9.  The Amended and Restated Operating Agreement of the Company
dated as of October __, 2004 by the Trust (the "Company Agreement");

            10. A Certificate of Good Standing for the Company dated October __,
2004, obtained from the Secretary of State; and

            11. Amendment No. 2 to the Registration Statement No. 333-116244 on
Form S-1 filed with the Securities and Exchange Commission on or about October
__, 2004, pursuant to the Securities Act of 1933, as amended, covering the
Shares (the "Registration Statement").

            The documents referred to in (1) through (4) are collectively
referred to herein as the "Trust's Organizational Documents." The documents
referred to in (6) through (9) are collectively referred to herein as the
"Company's Organizational Documents." The documents referred to in (3), (4), (8)
and (9) are collectively referred to as the "Agreements" and individually as an
"Agreement."

            For purposes of this opinion, we have not reviewed any documents
other than the documents listed in (1) through (11) above. In particular, we
have not reviewed any document (other than the documents listed in (1) through
(11) above) that is referred to or incorporated by reference into the documents
reviewed by us. We have assumed that there exists no provision in any document
that we have not reviewed that is inconsistent with the opinions stated herein.

            In addition, we have conducted no independent factual investigation
of our own but rather have relied solely on the foregoing documents, the
statements and information set forth therein and the additional matters related
or assumed therein, all of which we have assumed to be true, complete and
accurate.

            Based upon the foregoing, and subject to the assumptions,
qualifications, limitations and exceptions set forth herein, we are of the
opinion that:

            1. The Trust has been duly created and is validly existing and in
good

To each of the persons on
Schedule I attached hereto
October __, 2004
Page 3


standing as a statutory trust under the laws of the State of Delaware.

            2. Subject to the other qualifications set forth herein (including,
without limitation, paragraph 3 below), the Shares have been duly authorized and
when the Shares shall have been otherwise issued and sold in accordance with the
Trust Agreement, such Shares will be validly issued, fully paid and
non-assessable undivided beneficial interests in the assets of the Trust.

            3. When and if the actions referred to in paragraph 2 have occurred,
the holders of the Shares as beneficial owners of the Shares will be entitled to
the same limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware, except that such holders of Shares may be obligated to (a) provide
indemnity and/or security in connection with the issuance of replacement Share
Certificates for lost, stolen or destroyed Share Certificates, if any,
representing such Shares, if such holders request Share Certificates in
accordance with the Trust Agreement and such Share Certificates are lost, and
(b) pay any sum of money or assessment that such holder has personally agreed to
pay.

            4. The Company has been duly formed and is validly existing and in
good standing as a limited liability company under the laws of the State of
Delaware.

            5. Subject to the other qualifications set forth herein (including,
without limitation, paragraph 6 below), the LLC Interests (as defined in the
Company Agreement) have been duly authorized and when the LLC Interests shall
have been otherwise issued and sold in accordance with the Company Agreement,
such LLC Interests will be validly issued, fully paid and non-assessable.

            6. When and if the actions referred to in paragraph 5 have occurred,
the holders of the LLC Interests, as members of the Company, shall have no
liability for the obligations of the Company in excess of (a) their respective
obligations to make their agreed upon contributions to the Company as provided
for in the Company's Organizational Agreements, (b) their respective obligations
to make other payments as members of the Company or otherwise as provided for in
the Agreements, (c) their respective obligations to repay to the Company, (i)
any distribution received by them in violation of the Delaware Limited Liability
Company Act, 6 Del. C. Sections 18-101 et. seq. (the "LLC Act"), and (ii) any
amount arising out of an obligation or liability under other applicable law, and
(d) their respective shares of the assets and undistributed profits of the
Company.

            All of the foregoing opinions contained herein are subject to the
following assumptions, qualifications, limitations and exceptions:

To each of the persons on
Schedule I attached hereto
October __, 2004
Page 4


                  a. The foregoing opinions are limited to the laws of the State
of Delaware presently in effect, excluding the securities laws thereof. We have
not considered and express no opinion on the laws of any other jurisdiction,
including, without limitation, federal laws and rules and regulations relating
thereto.

                  b. We have assumed the legal capacity of any natural persons
who are parties to any of the documents examined by us.

                  c. We have assumed that all signatures on documents examined
by us are genuine, that all documents submitted to us as originals are authentic
and that all documents submitted to us as copies conform with the originals.

                  d. We have assumed that there are no agreements in existence
other than the Company's Organizational Agreements that require the members of
the Company to make capital contributions to the Company. We have assumed that
the Trust's Organizational Agreements, in the case of the Trust, and the
Company's Organizational Agreements, in the case of the Company, constitute the
entire agreement among each of the respective parties thereto with respect to
the subject matter thereof, including with respect to the admission of members
and beneficial owners to, as the case may be, and the creation, operation,
dissolution and winding up of, each of the Trust and the Company, as the case
may be.

                  e. We have assumed the due execution and delivery by each
party thereto to each document examined by us. In addition, we have assumed
further the due authorization by each party thereto (exclusive of the Trust and
the Company, hereinafter, the "Delaware Entities") of each document examined by
us, and that each of such parties (exclusive of the Delaware Entities) has the
full power, authority, and legal right to execute, deliver and perform each such
document. We also have assumed that each of the entities to each of the
Agreements (exclusive of the Delaware Entities) has been duly formed, is validly
existing and, if applicable, in good standing under the laws of their respective
jurisdictions of organization, and that the Agreements to which each of the
entities is a party do not result in the breach of the terms of, and do not
contravene its constituent documents or any law, rule or regulation applicable
to it. We have also assumed that each of the Agreements to which each of the
entities is a party does not (x) result in the breach of the terms of, and does
not contravene, any contractual restriction binding upon such entities, or (y)
require under any law, statute, rule, or regulation any filing with, or any
approval or consent of, any governmental authority.

                  f. We have assumed that (i) no event of dissolution has
occurred under the Trust's Organizational Agreements or the Company's
Organizational Agreements, (ii) no termination or liquidating event (as defined
in each of the Trust Agreement and the Company Agreement, as the case may be),
has occurred under the Trust Agreement or the

To each of the persons on
Schedule I attached hereto
October __, 2004
Page 5


Company Agreement, as the case may be, (iii) there has been no transfer by the
Trust of all or any portion of its interest in Company, (iv) there has been no
decree of dissolution under Section 18-802 of the LLC Act with respect to the
Company, and (vii) the Trust, in its capacity as sole member of the Company, has
made its required capital contributions under the Company's Organizational
Agreements.

                  g. We note that we do not assume responsibility for the
contents of any offering material relating to the Trust or the Shares,
including, without limitation, the Registration Statement.

                  h. The opinions rendered herein speak only as of the date of
this letter, and we undertake no duty to advise you as to any change in law or
change in fact occurring after the delivery of this letter that could affect any
of the opinions rendered herein.

                  i. Except as expressly set forth in the opinions above, we
express no opinion on any documents or agreements referred to, or incorporated
by reference into, the Agreements or the Registration Statement.

            This opinion is rendered solely for your benefit in connection with
the matters set forth herein and, without our prior written consent, may not be
furnished or quoted to, or relied upon by, any other person or entity for any
purpose.

            We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the use
of our name under the heading "Legal Matters" in the Prospectus. In giving the
foregoing consents, we do not thereby admit that we come within the category of
Persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.

                                        Very truly yours,

                                   Schedule I

EX-10.1

                                                                    EXHIBIT 10.1



                                     FORM OF

                          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 [ ], 2004

                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                         

                                    ARTICLE I

                                   DEFINITIONS

                                   Article II

                           APPOINTMENT OF THE MANAGER

Section 2.1 Appointment.......................................................14
Section 2.2 Initial Investment................................................14
Section 2.3 Agreement to Bind Subsidiaries....................................14
Section 2.4 Term..............................................................14

                                   Article III

                     SERVICES TO BE PERFORMED BY THE MANAGER

Section 3.1 Duties of the Manager.............................................15
Section 3.2 Obligations of the Company and the Managed Subsidiaries...........19

                                   Article IV

                              POWERS OF THE MANAGER

Section 4.1 Powers of the Manager.............................................21
Section 4.2 Delegation........................................................21
Section 4.3 Manager's Duties Exclusive........................................21

                                    Article V

                              INSPECTION OF RECORDS

Section 5.1 Books and Records.................................................22


                                                                         
                                   Article VI

                            AUTHORITY OF THE COMPANY,
                    THE MANAGED SUBSIDIARIES AND THE MANAGER

                                   Article VII

                                 MANAGEMENT FEES

Section 7.1 Structuring Fee...................................................22
Section 7.2 Base Management Fees..............................................22
Section 7.3 Performance Fee...................................................23
Section 7.4 Registration Rights...............................................24
Section 7.5 Ability to Issue Trust Stock......................................24

                                  Article VIII

                      SECONDMENT OF OFFICERS BY THE MANAGER

Section 8.1 Secondment of CEO and CFO.........................................25
Section 8.2 Remuneration of CEO and CFO.......................................25
Section 8.3 Secondment of Additional Officers.................................25
Section 8.4 Removal of Seconded Officers......................................25
Section 8.5 Indemnification...................................................26

                                   Article IX

                              EXPENSE REIMBURSEMENT

Section 9.1 Company Expenses..................................................26

                                    Article X

                     RESIGNATION AND REMOVAL OF THE MANAGER

Section 10.1 Resignation by the Manager.......................................28
Section 10.2 Removal of the Manager...........................................28
Section 10.3 Withdrawal of Branding...........................................30
Section 10.4 Resignation of the Chairman and the Seconded Officers............30
Section 10.5 Directions.......................................................30

                                   Article XI

                                    INDEMNITY

Section 11.1 Indemnification of Manager.......................................30
Section 11.2 Indemnification of Company.......................................31
Section 11.3 Indemnification..................................................31



                                       ii

                                                                         
                                   Article XII

                     LIMITATION OF LIABILITY OF THE MANAGER

Section 12.1 Limitation of Liability..........................................32
Section 12.2 Manager May Rely.................................................32

                                  Article XIII

                                  LEGAL ACTIONS

Section 13.1 Third Party Claims...............................................32

                                   Article XIV

                                  MISCELLANEOUS

Section 14.1 Obligation of Good Faith; No Fiduciary Duties....................33
Section 14.2 Compliance.......................................................33
Section 14.3 Effect of Termination............................................33
Section 14.4 Notices..........................................................33
Section 14.5 Captions.........................................................34
Section 14.6 Applicable Law...................................................34
Section 14.7 Amendment........................................................34
Section 14.8 Severability.....................................................34
Section 14.9 Entire Agreement.................................................34

Schedule I - Priority Protocol



                                      iii

            MANAGEMENT SERVICES AGREEMENT (this "AGREEMENT"), dated as of
[_________], 2004, among Macquarie Infrastructure Company LLC, a Delaware
limited liability company (the "COMPANY"), Macquarie Infrastructure Company
Inc., a Delaware corporation, Macquarie Yorkshire LLC, a Delaware limited
liability company, South East Water LLC, a Delaware limited liability company,
Communications Infrastructure LLC, a Delaware limited liability company (each a
"MANAGED SUBSIDIARY" and, together with any directly owned Subsidiary of the
Company as from time to time may exist and that has executed a counterpart of
this Agreement in accordance with Section 2.3 herein, collectively, the "MANAGED
SUBSIDIARIES"), and Macquarie Infrastructure Management (USA) Inc., a Delaware
corporation (the "MANAGER"). Individually, each party hereto shall be referred
to as a "PARTY" and collectively as the "PARTIES."

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

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

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

                                    ARTICLE I

                                   DEFINITIONS

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

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

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

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

            "ADDITIONAL OFFERING FOREIGN NET EQUITY VALUE" means the aggregate
USD amount of the total proceeds from any Additional Offering which is to be
applied to increase Foreign Net Equity Value.

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

            "ADDITIONAL OFFERING US NET EQUITY VALUE" means the aggregate USD
amount of the total proceeds from any Additional Offering which is to be applied
to increase US 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 US Net
            Equity Value;

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

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

                                       2

            "ADDITIONAL OFFERING WEIGHTED AVERAGE PERCENTAGE CHANGE OF THE MSCI
US 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 US IMI/Utilities Index;

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

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

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

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

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

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

            "AUD" means the lawful currency of the Commonwealth of Australia.

            "BANKRUPTCY LAW" means title 11, United States Code or any similar
federal or state law for the relief of debtors.

                                       3

            "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 Macquarie 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 Macquarie Affiliate in
      relation to the management of a Macquarie Managed Investment Vehicle for
      that Fiscal Quarter (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 where it was determined
      conclusively during the relevant Fiscal Quarter that such Future
      Investment would not be made.

            "BENCHMARK RETURN" means the amount expressed in USD in respect of a
Fiscal Quarter in accordance with the following formula:

            BR = BR1 + BR2

                                       4

            where

            BR = the Benchmark Return for the Fiscal Quarter;

            and

            (i)   BR1 = X1 x (Y1 + Z1)

                  where

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

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

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

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

            (ii)  BR2 = X2 x (Y2 + Z2)

                  where

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

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

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

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

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

                                       5

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

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

            "BUSINESS DAY" means a day of the year on which banks are not
required or authorized to close in The City of New York.

            "CAD" means the lawful currency of Canada.

            "CHAIRMAN" means the Chairman of the Board of Directors of the
Company.

            "CHIEF EXECUTIVE OFFICER" means the Chief Executive Officer of the
Company, including any interim Chief Executive Officer.

            "CHIEF FINANCIAL OFFICER" means the Chief Financial Officer of the
Company, including any interim Chief Financial Officer.

            "COMMENCEMENT DATE" has the meaning set forth in Section 2.4.

            "COMPANY" has the meaning set forth in the first paragraph of this
Agreement.

            "COMPANY OFFICERS" means the Chief Executive Officer and the Chief
Financial Officer and any other officer of the Company hereinafter appointed by
the Board of Directors of the Company.

            "COMPENSATION COMMITTEE" means the Compensation Committee of the
Board of Directors of the Company.

            "CONTRACTED ASSETS" means businesses, a majority of the revenues of
which are derived from long-term contracts with other businesses or governments.

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

            "CUSTODIAN" means any receiver, trustee, assignee, liquidator or
other similar official under any Bankruptcy Law.

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

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

                                       6

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

            "EARNINGS RELEASE DAY" means any Business Day that the Company
releases to the public quarterly or annual historical consolidated financial
information.

            "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

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

            "FISCAL QUARTER END DATE" means the last day of a Fiscal Quarter.

            "FISCAL YEAR" means (i) the period commencing on the Commencement
Date and ending on December 31, 2004 and (ii) any subsequent 12-month period
commencing on January 1 and ending on December 31.

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

            "FUTURE INVESTMENT" means a contractual commitment to invest
represented by a definitive agreement.

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

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

            "INITIAL INVESTMENT" has the meaning set forth in Section 2.2.

            "INITIAL LEVEL OF THE ADDITIONAL OFFERING MACQUARIE INFRASTRUCTURE
COMPANY TRUST ACCUMULATION INDEX" means the initial value designated at the time
of the establishment of the relevant Additional Offering Macquarie
Infrastructure Company Trust Accumulation Index, which shall be based on the
offering price of the Additional Shares issued in the relevant Additional
Offering.

            "INITIAL LEVEL OF THE MACQUARIE INFRASTRUCTURE COMPANY TRUST
ACCUMULATION INDEX" means the initial value designated at the time of the
establishment of the Macquarie Infrastructure Company Trust Accumulation Index,
which shall be based on the initial public offering price of the Trust Stock.

                                       7

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

            "LIABILITIES" has the meaning set forth in Section 11.1.

            "LLC AGREEMENT" means the Amended and Restated Operating Agreement
of Macquarie Infrastructure Company LLC dated as of [______], 2004.

            "LLC INTEREST" means a limited liability company interest in the
Company in accordance with the LLC Agreement.

            "MACQUARIE AFFILIATE" means any Affiliate of Macquarie Bank Limited
other than the Trust, the Company, any Subsidiary of the Company or any Person
who would be deemed a Macquarie Affiliate solely as a result of such Person's
association with the Trust, the Company or any Subsidiary of the Company.

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

            "MACQUARIE MANAGED INVESTMENT VEHICLE" means an entity which is
managed by the Manager or a Macquarie Affiliate where such Person receives
remuneration, other than expense reimbursement or indemnity for Costs, for
managing the entity.

            "MANAGED SUBSIDIARY" and "MANAGED SUBSIDIARIES" have the meanings
set forth in the first paragraph of this Agreement.

            "MANAGER" has the meaning set forth in the first paragraph of this
Agreement.

            "MARKET VALUE OF THE TRUST STOCK" means the product of (1) the
average number of shares of Trust Stock issued and outstanding, other than
treasury shares, during the last 15 Trading Days in the relevant Fiscal Quarter
multiplied by (2) the volume weighted average trading price per share of Trust
Stock traded on the NYSE over those 15 Trading Days.

            "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

                                       8

Company that is (a) calculated by an institution of comparable recognized
standing that is not an Affiliate of the Manager and (b) publicly available.

            "MSCI US 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 an Affiliate of the Manager and (b) publicly available.

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

            "NET INVESTMENT VALUE" means:

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

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

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

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

            "NEW INVESTMENT VEHICLE" has the meaning set forth in Section
3.1(b)(iii).

            "NYSE" means the New York Stock Exchange, Inc.

            "NYSE RULES" means the rules of the New York Stock Exchange.

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

            "PERFORMANCE TEST RETURN" means the amount expressed in percentage
terms in accordance with the following formula:

            (C1 - B1) / B1

                                       9

            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 are
regulated by government entities with reference to the level of revenue earned
or charges imposed.

            "RETURN" means the amount expressed in USD in respect of a Fiscal
Quarter in accordance with the following formula:

            R = R1 + R2

            where

            R = the Return for the Fiscal Quarter

            and

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

                  where

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

                  A1 = the average number of shares of Trust Stock issued and
                  outstanding, other than treasury shares, during the last 15
                  Trading Days in the previous Fiscal Quarter multiplied by the
                  volume weighted average trading price per share of Trust Stock
                  traded on the NYSE during such 15 Trading Days 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;

                                       10

                  B1 = the average of the daily closing Macquarie Infrastructure
                  Assets Trust Accumulation Index over the last 15 Trading Days
                  of the previous Fiscal Quarter or, for the Fiscal Quarter
                  Commencing on the Commencement Date, the Initial Level of the
                  Macquarie Infrastructure Assets Trust Accumulation Index; and

                  C1 = the average of the daily closing Macquarie Infrastructure
                  Assets Trust Accumulation Index over the last 15 Trading Days
                  of the current Fiscal Quarter.

            (ii)  R2 = A2 x (C2 - B2) / B2

                  where

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

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

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

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

            "RULES AND REGULATIONS" means the rules and regulations promulgated
under the Exchange Act or the Securities Act.

            "SECURITIES ACT" means the Securities Act of 1933, as amended.

            "SERVICES" has the meaning set forth in Section 3.1(b).

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

            "STRUCTURING FEE" has the meaning set forth in Section 7.1.

                                       11

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

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

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

            "TERMINATION DATE" means the date on which this Agreement and the
      obligations of the Manager hereunder terminate.

            "TERMINATION FEE" means the amount calculated as follows:


            the sum of (i) all accrued and unpaid Base Management Fees and
Performance Fees for the period from the previous Fiscal Quarter End Date to the
Delisting Event, using the price 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 stated in (i) above multiplied by the aggregate number
of shares of Trust Stock issued and outstanding, other than treasury shares, on
the date of the Delisting Event is less than $500 million, 10% of such value, or
(b) if the price stated in (i) above multiplied by the aggregate number of
shares of Trust Stock issued and outstanding, other than treasury shares, on the
date of the Delisting Event is greater than $500 million, $50 million plus 1.5%
of the value in excess of $500 million.


            "THE MACQUARIE GROUP" means the Macquarie Group of companies, which
comprises Macquarie Bank Limited and its subsidiaries and affiliates worldwide.

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

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

            "TRUST CERTIFICATE" means the certificates representing shares of
Trust Stock.

                                       12

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

            "USD" means the lawful currency of the United States of America.

            "USER PAYS ASSETS" means businesses that are transportation-related
and derive a majority of their revenues from a per use fee or charge.

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

            "WEIGHTED AVERAGE PERCENTAGE CHANGE OF THE MSCI EUROPE UTILITIES
INDEX" means the change in percentage terms for a period calculated according to
the following formula:

            Z1 = N1 x (Q1 - P1) / P1

            where

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

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

            P1 = the average closing MSCI Europe Utilities Index over the last
            15 Trading Days 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.

            "WEIGHTED AVERAGE PERCENTAGE CHANGE OF THE MSCI US 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 US
            IMI/Utilities Index;

                                       13

            J1 = the percentage of Net Equity Value attributable to the US Net
            Equity Value on the last Business Day of the previous Fiscal
            Quarter;

            K1 = the average closing MSCI US IMI/Utilities Index over the last
            15 Trading Days of the previous Fiscal Quarter or, where the current
            Fiscal Quarter commenced on the Commencement Date, the average
            closing MSCI US IMI/Utilities Index over the last 15 Trading Days
            immediately prior to the Commencement Date; and

            L1 = the average closing MSCI US IMI/Utilities Index over the last
            15 Trading Days of the current 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 will acquire from the
Company the number of shares of Trust Stock having an aggregate purchase price
of $35 million, concurrently with the initial public offering of the Trust Stock
(the "INITIAL INVESTMENT") and at a per share purchase price equal to the per
share initial public offering price. The Initial Investment will be held for a
period of not less than 12 months from the Commencement Date. At any time from
and after the first anniversary of the Commencement Date, the Manager may
dispose of 50% of the Initial Investment and may dispose 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.

                                       14

                                   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, and any such obligations of the Company with respect
      to the Trust;

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

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

                                       15

      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 of its Affiliates;

            (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 and corresponding Trust
      Stock;

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

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

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

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

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

                                       16

            (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 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 Section 13(a), 13(c) or 15(d) of the Exchange Act;

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

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

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

            (xxii) cause the consolidated financial statements of the Company
      and its Subsidiaries for each Fiscal Year to be prepared and quarterly
      interim financial

                                       17

      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 shareholders and shareholder meetings) and all other
      duties reasonably related to the day-to-day operations of the Company and
      the Managed Subsidiaries.

            (c) In addition, the Manager must:

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

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

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

            (iv)  promptly deposit all moneys 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;

                                       18


             (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 and 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 such Boards of
      Directors, (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
      the Board of Directors of the Company (or such committee).

            (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 the such Board of Directors or the Company Officers.

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

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

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

            (ii) the Company, the Managed Subsidiaries and each of their
      Subsidiaries provide to the Manager all reports (including monthly
      management reports and all other


                                       19

      relevant reports) which the Manager may reasonably require and on such
      dates as the Manager may reasonably require.

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

            (d) The Company agrees that it will, and will cause each of its
wholly owned Subsidiaries to, give Macquarie 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 in accordance with the Company's internal
policies related to conflicts of interest and related party transactions. The
Independent Directors may take whatever measures they deem prudent to confirm
the arm's length basis of any fees to be paid to any Macquarie Affiliate. Any
fees payable to any Macquarie 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 any of its Affiliates,
including any Macquarie Affiliates, provided that any such transactions will be
subject to the Company's internal policies regarding conflicts of interest and
related party transactions.

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

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

            (h) The Company shall grant rights to indemnification, and rights to
be paid by the Company the expenses incurred in defending any proceeding in
advance of its final disposition, to the Manager and to each director, officer
and employee of the Manager, in their respective capacities as agents of the
Company, in each case to the fullest extent of the provisions of the LLC
Agreement with respect to the indemnification and advancement of


                                       20

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 Macquarie Affiliate holds shares of Trust Stock with an
aggregate value of $5.0 million, based on the per share price of the shares sold
in the initial public offering (as adjusted to reflect any subsequent stock
splits or similar recapitalizations), the Manager shall have the right to
appoint one suitably qualified person as a director of the Company's Board of
Directors and an alternate for such appointee, and such director, or alternate
if applicable, shall serve as the Chairman. The Company shall cause such
director to be appointed as Chairman of the Board of Directors, and such
alternate to be appointed 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 advisors
(including accounting, financial, tax and legal advisors) 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
Macquarie Affiliate as an agent, at its expense, in respect of all or any of its
duties and powers to manage the Business and affairs of the Company or (b) any
other Person as agent, at its expense, in respect of any of its duties and
powers to manage the Business and affairs of the Company which, in its sole
discretion, are not critical to the ability of the Manager to perform its
obligations hereunder; provided, however, that in either case the Manager shall
not be relieved of any of its responsibilities or obligations to the Company as
a result of such delegation. The Manager shall be permitted to share Company
information with its appointed agents subject to appropriate confidentiality
arrangements.

            Section 4.3 Manager's Duties Exclusive. The Company and the Managed
Subsidiaries agree that during the term of this Agreement the duties and
obligations imposed on the Manager under Article III are to be performed
exclusively by the Manager or its delegates or agents and the Company and the
Managed Subsidiaries will not, through the exercise of the powers of their
employees, Boards of Directors or their shareholders or members, as the case may
be, perform the duties and obligations to be performed by the Manager except in


                                       21

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 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


                                       22

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 payable in cash by the Company and the Managed Subsidiaries
(in accordance with the allocation pursuant to Section 7.2(c) above) to the
Manager within 10 Business Days of receipt by the Company of notification
pursuant to Section 7.2(b), subject to Section 7.2(e).

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

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

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

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

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

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

            (d) The Performance Fee, if any, to which the Manager is entitled
under this clause is 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).


                                       23

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

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

            (ii) In the event the Manager determines to invest all or any
      portion of its Performance Fee in Trust Stock, it shall notify the Company
      and the Compensation Committee at the time of the notification pursuant to
      Section 7.3(b) and the Trust Stock shall be issued to the Manager on the
      Business Day immediately following the last day of the relevant Share
      Price Period. The Manager may apply amounts owing pursuant to this Section
      7.3 against amounts payable by the Manager in relation to the subscription
      for Trust Stock.

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

            Section 7.4 Registration Rights. On the Commencement Date, the
Company and the Manager will enter into a registration rights agreement whereby
the Company shall undertake to register with the Securities and Exchange
Commission the offer and resale of any shares of Trust Stock purchased by the
Manager, including shares of Trust Stock purchased as the Initial Investment
pursuant to Section 2.2 and shares of Trust Stock purchased pursuant to this
Article VII.

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


                                       24

                                  ARTICLE VIII

                      SECONDMENT OF OFFICERS 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 Macquarie 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 Macquarie Affiliate.

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

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

            (ii) assessment by the Manager or a Macquarie 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 Officers. 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 of the Company, upon such terms as the Manager and the Board of
Directors of the Company may mutually agree. Any such individuals will have such
titles and fulfill such functions as the Manager and the Company may mutually
agree.

            Section 8.4 Removal of Seconded Officers. 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.



                                       25

            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;

            (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;


                                       26

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

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

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

            (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 auditors for the preparation and audit of
      financial statements and tax returns of the Company and the Managed
      Subsidiaries;

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

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

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

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

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


                                       27

                                    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) (A) any proceeds from the sale, lease or exchange of assets of
      the Company or any of its Subsidiaries in excess of 15% of the Value of
      the Trust as calculated by multiplying the price stated in (i) in the
      definition of Termination Fee by the aggregate number of shares of Trust
      Stock issued and outstanding, other than treasury shares on the date of
      the Delisting Event shall be reinvested in new assets of the Company
      within six months of the related sale date without the prior written
      approval of the Manager;

                  (B) neither the Company nor any of its Subsidiaries shall
            incur any new indebtedness and neither the Company nor any of its
            Subsidiaries shall engage in any transactions with the shareholders
            of the Company or Affiliates of shareholders of the Company without
            the prior written approval of the Manager; 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, in its sole discretion, shall have the right to
      elect to provide a proposal for an alternate method to calculate fees on
      substantially similar terms as set forth in this Agreement to act as
      Manager to the Board of Directors for approval, which approval shall not
      be unreasonably withheld or delayed; or

            (iii) the Manager may elect to terminate the Agreement upon 30 days'
      written notice and be paid the Termination Fee within 45 days of such
      notice.

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

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

                  (A) less than the number calculated by:

                        i)    multiplying the Performance Test Benchmark Return
                              (as calculated by the Manager and approved by the
                              Compensation Committee as of such Fiscal Quarter
                              End Date (which approval shall not be unreasonably
                              withheld,


                                       28

                              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
      Trust Stock, excluding from such calculation any Trust Stock owned by the
      Manager or any Macquarie Affiliate, vote to remove the Manager;

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

                         (A)  commences a voluntary case;

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

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

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

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

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

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

                        (C)   orders the liquidation of the Manager;

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

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


                                       29

            (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 its Affiliates within ISF who are
performing the services that are the subject of this Agreement will cease work
at the date of the Manager's termination or at any other time as determined by
the Manager.

            Section 10.3 Withdrawal of Branding. Upon termination of this
Agreement pursuant to Sections 10.1(a), 10.1(b) and within 30 days of
termination pursuant to Section 10.2, the Company and the Managed Subsidiaries
will cease to use, and will cause their Subsidiaries to cease to use, the
Macquarie brand entirely including (without limitation) changing their
respective names, and causing the Trust to change its name, to remove any
reference to "Macquarie" or the "Macquarie Group, provided that, to the extent
the Board of Directors of the Company deems it necessary or advisable, the
Trust, the Company and the Managed Subsidiaries may use "Macquarie" when
referencing their previous names.

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

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



                                   ARTICLE XI

                                    INDEMNITY

            Section 11.1 Indemnification of Manager. The Company and each
Managed Subsidiary, jointly and severally, agrees to indemnify the Manager, any
controlling person of the Manager, and each of their respective directors,
officers, employees, agents, Affiliates and representatives (each, an
"INDEMNIFIED PARTY") and hold each of them harmless against any and all losses,
(including lost profits) claims, damages, expenses or liabilities, joint or
several (collectively, "LIABILITIES"), to which the Indemnified Parties may
become liable, directly or indirectly, arising out of, or relating to, this
Agreement, unless it is finally judicially determined that the Liabilities
resulted from the gross negligence, willful misconduct, bad faith or reckless


                                       30

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

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


                                       31

                                   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 a Trust Certificate in respect of a share of Trust
      Stock of a person to act as their agent for any purpose connected with the
      Company; and

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

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



                                  ARTICLE XIII

                                  LEGAL ACTIONS

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


                                       32

            (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:

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


                                       33

                  If to the Manager:

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


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


                                       34

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

MACQUARIE INFRASTRUCTURE                  MACQUARIE INFRASTRUCTURE
     COMPANY LLC                            MANAGEMENT (USA) INC.


By: ________________________________      By:_______________________________

    Name: __________________________         Name:__________________________

    Title: _________________________         Title:_________________________



MACQUARIE INFRASTRUCTURE COMPANY INC.


By: ___________________________________

    Name: _____________________________

    Title: ____________________________


MACQUARIE YORKSHIRE LLC


By: ___________________________________

    Name: _____________________________

    Title: ____________________________


SOUTH EAST WATER LLC


By: ___________________________________

    Name: _____________________________

    Title: ____________________________


COMMUNICATIONS INFRASTRUCTURE LLC


By: ___________________________________

    Name: _____________________________

    Title: ____________________________

                                   SCHEDULE I

                               PRIORITY PROTOCOL


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

 -   airport fixed base operations,
 -   district energy,
 -   airport parking and
 -   User Pays Assets, Contracted Assets and Regulated Assets that represent
     an investment of greater than AUD 40 million, subject to the Existing
     Qualifications set forth below:.

The above priority of the Company in User Pays Assets, Contracted Assets and
Regulated Assets is subject to the following (collectively, the "EXISTING
QUALIFICATIONS"):

   Roads:                                The Company has second priority after
                                         Macquarie Infrastructure Group.

   Airport Ownership:                    The Company has second priority after
                                         Macquarie Airports (consisting of
                                         Macquarie Airports Group (MAG) and
                                         Macquarie Airports (MAp)).

   Communications:                       The Company has second priority after
                                         Macquarie Communications
                                         Infrastructure Group.

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

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

EX-10.2

                                                                    EXHIBIT 10.2


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

                                     FORM OF

                          REGISTRATION RIGHTS AGREEMENT

                                      AMONG

                      MACQUARIE INFRASTRUCTURE COMPANY LLC,

                     MACQUARIE INFRASTRUCTURE COMPANY TRUST

                                       AND

                 MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC.


                              Dated as of [-], 2004

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




            This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
[-], 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" and,
together, the "Managed Subsidiaries"), the LLC and each Managed Subsidiary have
agreed to appoint the Manager to manage their business and affairs as therein
described;

            WHEREAS, the Manager has agreed to purchase from the LLC, in a
separate private placement closing concurrently with the Offering (defined
below), a number of shares of Trust Stock having an aggregate purchase price of
$35 million, at a per share price equal to the initial public offering price
(the "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" and, together, the "Management Fee Investments");

            WHEREAS, as a condition to the Manager's obligation to purchase
shares of Trust Stock in the 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.

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


                                       2


                                    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):

            "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.

            "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.

            "Management Services Agreement" 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.


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

            "Registration Statement" means any Shelf Registration Statement or
any Company Registration Statement.

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

            "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


                                       4


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,
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 reasonably 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.

            For 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; provided, however, that the Company
shall not be obligated to file more than four (4) such subsequent Shelf
Registration Statements in any 12-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 reasonably 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 four


                                       5


Prospectuses, in the 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 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 first anniversary of 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.

            (b) Notwithstanding the foregoing, the Company shall not be required
to notify the Manager or include Registrable Shares in any registration (i) on
Form S-1, S-3 or S-8 under the Securities Act or their successor forms relating
solely to stock purchase or other equity plans, (ii) on Form S-4 or successor
forms relating solely to a transaction within the scope of Rule 145, or (iii) on
any other form (other than Form S-1, S-2, S-3, SB-1 or SB-2, or their successor
forms) which 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 of 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


                                       6


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 Shelf Registration
Statement filed pursuant to Section 2 and any Company Registration Statement
filed pursuant to Section 3.

            4.1 The Company shall:

            (i) use its best efforts to prepare and file with the Commission a
      Registration Statement on any form which may be utilized by the Company
      and which shall permit the disposition of the Registrable Shares in
      accordance with the intended method or methods thereof, as specified in
      writing by the Manager, and use its best efforts to cause such
      Registration Statement to become effective in accordance with Section 3.1
      above;

            (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) use its best efforts to (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 as 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


                                       7


      (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
      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 when 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 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


                                       8


      reasonably requests in writing (which request may be included in the
      Notice and Questionnaire); 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 where 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 where
      it is not then so subject, or (C) become subject to the reporting
      requirements of such jurisdiction;

            (vi) 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;

            (vii) 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
      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;

            (viii) 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;

            (ix) 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


                                       9


      incorporated or deemed to be incorporated therein by reference and all
      exhibits (unless requested in writing to the Company by the Manager); and

            (x) 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 the 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 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 the 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 clause (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.


                                       10


            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, the Manager shall 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 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
securityholders 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


                                       11


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.

            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 the
Manager shall not be entitled to sell any of such Registrable Shares pursuant to
a Registration Statement or to receive a Prospectus relating thereto, unless the
Manager 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 such Registrable Shares as may be
required to be disclosed in a Registration Statement under applicable law or
pursuant to Commission comments. The Manager agrees for 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, of the amount of Registrable Shares sold
pursuant to any Registration Statement and, 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


                                       12


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 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


                                       13


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 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


                                       14


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, 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.


                                       15


                                    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 (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 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 at least [-] shares of
Registrable Shares (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


                                       16


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 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


                                       17


                  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 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.


                                       18


            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.

            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


                                       19


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 above written.

                                      THE LLC:

                                      MACQUARIE INFRASTRUCTURE COMPANY LLC


                                      ------------------------------------------
                                      Name:
                                      Title:


                                      THE TRUST:

                                      MACQUARIE INFRASTRUCTURE COMPANY TRUST


                                      ------------------------------------------
                                      Name:
                                      Title:


                                      THE MANAGER:

                                      MACQUARIE INFRASTRUCTURE MANAGEMENT
                                      (USA) INC.


                                      ------------------------------------------
                                      Name:
                                      Title:


                                       21



                                                                      SCHEDULE 1

                        FORM OF NOTICE AND QUESTIONNAIRE

                        SHARES OF BENEFICIAL INTEREST OF
                     MACQUARIE INFRASTRUCTURE COMPANY TRUST

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

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

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

                                     NOTICE

            The Manager hereby gives notice to the Company of its intention to
sell or otherwise dispose of Registrable Shares beneficially owned by it and
listed below in Item 3 (unless otherwise specified under Item 3) pursuant to a
Shelf Registration Statement. The



Manager, by signing and returning this Notice and Questionnaire, understands
that it will be bound by the terms and conditions of this Notice and
Questionnaire and the Registration Rights Agreement.

            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.





                                  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.







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) 581-9037

            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)(i) Full legal name of Manager's controlling stockholders who have sole
      or shared voting or dispositive power over the Registrable Shares:


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

      (ii) Business address (including street address)(or residence if no
      business address), telephone number and facsimile number of such
      person(s):

      Address:

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

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

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




      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, short and deliver Registrable
      Shares to close out such short positions, or loan or pledge Registrable
      Shares to broker-dealers that in turn may sell such securities.

      State any exceptions here:

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

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

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

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

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

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

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

      In accordance with the Manager's obligation under the Registration Rights
Agreement to provide such information as may be required by law for inclusion in
a Shelf Registration



Statement, the Manager agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein that may occur subsequent to the
date hereof at any time while a Shelf Registration Statement remains effective.
All notices to the Manager hereunder and pursuant to the Registration Rights
Agreement shall be made in writing to the Manager at the address set forth in
Item 1(a) of this Notice and Questionnaire.

      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, 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:





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

                                     FORM OF

                          REGISTRATION RIGHTS AGREEMENT

                                      AMONG

                      MACQUARIE INFRASTRUCTURE COMPANY LLC,

                     MACQUARIE INFRASTRUCTURE COMPANY TRUST

                                       AND

                 MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC.


                              Dated as of [-], 2004

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




            This TRUST STOCK REGISTRATION RIGHTS AGREEMENT (this "Agreement"),
dated as of [-], 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 shares of beneficial interest of
the Trust (the "Trust Stock").

                                    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" and,
together, the "Managed Subsidiaries"), the LLC and each Managed Subsidiary have
agreed to appoint the Manager to manage their business and affairs as therein
described;

            WHEREAS, pursuant to the terms of the Management Services Agreement,
the Manager has agreed to [enter into a purchase agreement to] purchase from the
LLC, in a separate private placement closing concurrently with the Offering
(defined below), a number of shares of Trust Stock having an aggregate purchase
price of $35 million, at a per share price equal to the initial public offering
price (the "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" and, together, the "Management Fee Investments");

            WHEREAS, as a condition to the Manager's obligation to purchase
shares of Trust Stock in the 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.

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


                                       29


                                   SECTION 13
                                   DEFINITIONS

            13.1 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):

            "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.

            "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 [-], 2004.

            "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.

            "Management Services Agreement" 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.


                                       30


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

            "Registration Statement" means any Shelf Registration Statement or
any Company Registration Statement.

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

            "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" shall have the meaning set forth in the Recitals
hereto.


                                       31


            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 14
                      REGISTRATION UNDER THE SECURITIES ACT

            14.1 The Company agrees to file under the Securities Act, as soon as
reasonably possible after the first anniversary of the closing of the Offering,
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, pursuant to Rule 415 or any similar rule that may be adopted by the
Commission. The Company agrees to use its reasonable efforts to cause the
Initial Shelf Registration Statement to become or be declared effective as soon
as reasonably possible after the filing of the Initial Shelf Registration
Statement and to keep the Initial Shelf Registration Statement continuously
effective throughout the Effective Period.

            For so long as the Manager holds Registrable Shares or can be
reasonably foreseen to acquire Registrable Shares pursuant to future Management
Fee Investments and in order that the Manager may have registered and sell the
Registrable Shares it purchases, following the effectiveness of the Initial
Shelf Registration Statement, or Subsequent Shelf Registration Statement
(defined below), as the case may be, but prior to the termination of the
Effective Period of the Initial Shelf Registration Statement, or Subsequent
Shelf Registration Statement (defined below), as the case may be, the Company
agrees to use its reasonable efforts to file one or more subsequent Shelf
Registration Statements (each, a "Subsequent 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 of the
Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted
by the Commission. The Company agrees to use its reasonable efforts to cause
each Subsequent Shelf Registration Statement to become or be declared effective
as soon as reasonably possible after the termination of the Effective Period of
the previous Subsequent Shelf Registration Statement.

            At the time each Shelf Registration Statement is declared effective,
the Manager, on or prior to the date [twenty (20)] Business Days prior to such
time of effectiveness, 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.

            14.2 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 the light of the
circumstances under which they were made) not misleading, and the Company agrees
to furnish to the Manager copies of any supplement or amendment prior to


                                       32


its being used or promptly following its filing with the Commission. 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 reasonable efforts to obtain the prompt withdrawal of
any order suspending the effectiveness thereof.

            14.3 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 [-] Business Days
prior to any intended distribution of Registrable Shares under a Shelf
Registration Statement. From and after the date a Shelf Registration Statement
is declared effective, the Company shall, [within fifteen (15) Business Days]
or, if the Commission requires the Company to file with the Commission a new
Shelf Registration Statement, [within thirty (30) calendar days], after the date
a Notice and Questionnaire is delivered by the Manager, (i) if required by
applicable law, file with the Commission a post-effective amendment to a Shelf
Registration Statement or an additional Shelf Registration Statement, or use its
reasonable efforts to prepare and, if required by applicable law, file a
supplement to the related Prospectus or a supplement or amendment to any
document incorporated therein by reference or file any other required document
so that the Manager is named as a selling security holder in the Shelf
Registration Statement and the related Prospectus in such a manner as to permit
the Manager to deliver such Prospectus to purchasers of the Registrable Shares
in accordance with applicable law and, if the Company shall file a
post-effective amendment to a Shelf Registration Statement or such additional
Shelf Registration Statement, use its reasonable efforts to cause such
post-effective amendment or such additional Shelf Registration Statement to be
declared effective under the Securities Act [within sixty (60)] calendar days of
filing; (ii) provide the Manager copies of any documents filed pursuant to
Section 2.3(i); and (iii) notify the Manager as promptly as practicable after
the effectiveness under the Securities Act of any post-effective amendment or
any additional Shelf Registration Statement filed pursuant to Section 2.3(i);
provided that if such Notice and Questionnaire is delivered by the Manager
during a Deferral Period, the Company shall so inform the Manager and shall take
the actions set forth in clauses (i), (ii) and (iii) above upon expiration of
the Deferral Period in accordance with Section 4.2.

                                   SECTION 15
                             PIGGYBACK REGISTRATION

            15.1 Right to Piggyback.

            (a) Subject to the terms and conditions hereof, at any time after
the first anniversary of 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


                                       33


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.

            (b) Notwithstanding the foregoing, the Company shall not be required
to notify the Manager or include Registrable Shares in any registration (i) on
Form S-1, S-3 or S-8 under the Securities Act or their successor forms relating
solely to stock purchase or similar plans, (ii) on Form S-4 or successor forms
relating solely to a transaction within the scope of Rule 145, or (iii) on any
other form (other than Form S-1, S-2, S-3, SB-1 or SB-2, or their successor
forms) which 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.

            15.2 Underwriting.

            If the Company Registration Statement of 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.

            15.3 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. Any Registrable Shares excluded or withdrawn from such underwriting
shall be withdrawn from such Company Registration Statement.


                                       34


                                   SECTION 16
                             REGISTRATION PROCEDURES

            The following provisions shall apply to any Shelf Registration
Statement filed pursuant to Section 2 and any Company Registration Statement
filed pursuant to Section 3.

            16.1 The Company shall use reasonable efforts to:

            (xi) prepare and file with the Commission a Registration Statement
      on any form which may be utilized by the Company and which shall permit
      the disposition of the Registrable Shares in accordance with the intended
      method or methods thereof, as specified in writing by the Manager, and use
      its reasonable efforts to cause such Registration Statement to become
      effective in accordance with Section 3.1 above;

            (xii) 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 use
      reasonable efforts to reflect in each such document when so filed with the
      Commission such comments as the Manager reasonably shall propose within
      [three (3)] Business Days of the delivery of such copies to the Manager;

            (xiii) use its reasonable efforts to (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 as may be necessary to keep such Registration Statement
      continuously effective until the expiration of the Effective Period, (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;

            (xiv) 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


                                       35


      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 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 when 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;

            (xv) prior to any public offering of the Registrable Shares pursuant
      to a Registration Statement, use reasonable 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); prior to any public offering of the Registrable
      Shares pursuant to a Registration Statement, use its reasonable 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 where it would not otherwise be
      required to qualify but for this Agreement or (B) take any action that
      would subject it to general service of process in suits or to taxation in
      any such jurisdiction where it is not then so subject;

            (xvi) use its reasonable 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;


                                       36


            (xvii) 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
      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, until such
      time as (A) such information becomes a matter of public record (whether by
      virtue of its inclusion in a Registration Statement or otherwise) or (B)
      such person shall be required so to disclose such information pursuant to
      a subpoena or order of any court or other governmental agency or body
      having jurisdiction over the matter (subject to the requirements of such
      order, and only after such Person shall have given the Company prompt
      prior written notice of such requirement and the opportunity to contest
      the same or seek an appropriate protective order);

            (xviii) 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;

            (xix) 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

            (xx) 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.


                                       37


            16.2 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, (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 the light of the circumstances under which they were
made, not misleading, or (iii) in accordance with the terms of the Company's
Insider Trading Policy the availability of a Registration Statement and the
related Prospectus, 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 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
the 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, subject to the third sentence of this provision, use reasonable
efforts to cause it to be declared effective as promptly as practicable, and (B)
in the case of clause (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 reasonable 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.

            16.3 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, the Manager shall 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


                                       38


from the Company that the disposition of Registrable Shares pursuant to the
Registration Statement may continue.

            16.4 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 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.

            16.5 The Company shall comply with all applicable rules and
regulations of the Commission and make generally available to the Manager
earning statements (which need not be audited) satisfying the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule
promulgated under the Securities Act) no later than [forty (40)] calendar days
after the end of any twelve (12)-month period (or [seventy-five (75]) days after
the end of any twelve (12)-month period if such period is a fiscal year)
commencing on the first day of the first fiscal quarter of the Company
commencing after the effective date of the Shelf Registration Statement, which
statements shall cover said 12-month periods.

            16.6 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 [and the transfer agent for the Trust Stock with
printed certificates for the Registrable Shares that are in a form eligible for
deposit with The Depository Trust Company].

            16.7 The Company shall use its reasonable efforts to provide such
information as is required for any filings required to be made with the NASD.

            16.8 Until the expiration of two years after the closing of the
Offering, 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.


                                       39


            16.9 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.

            Upon (i) the filing of the Initial Shelf Registration Statement and
(ii) the effectiveness of the Initial Shelf Registration Statement, the Company
shall announce the same in each case by release to [Reuters Economic Services]
and [Bloomberg Business News].

                                   SECTION 17
                              MANAGER'S OBLIGATIONS

      The Manager agrees, by acquisition of the Registrable Shares, that the
Manager shall not be entitled to sell any of such Registrable Shares pursuant to
a Registration Statement or to receive a Prospectus relating thereto, unless the
Manager 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 such Registrable Shares as may be
required to be disclosed in a Registration Statement under applicable law or
pursuant to Commission comments. 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, following
termination of the Effective Period, to notify the Company, within [ten (10)]
Business Days of a request by the Company, of the amount of Registrable Shares
sold pursuant to a Registration Statement and, in the absence of a response, the
Company may assume that all of the Manager's Registrable Shares were so sold.

                                   SECTION 18
                              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


                                       40


Statement, as selected by the Company, 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 19
                                 INDEMNIFICATION

            19.1 Indemnification by the Company.

            The Company will indemnify the Manager, each of its officers,
directors and partners, each person controlling the Manager, each underwriter of
public offerings effected pursuant to this Agreement, if any, and each person
who controls any such underwriter 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


                                       41


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.

            19.2 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 the Securities 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 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.

            19.3 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


                                       42


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.

            19.4 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, 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 20
                   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.


                                       43


                                   SECTION 21
                        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 (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 the securities without registration.

                                   SECTION 22
                         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 at least [2,000,000]
shares of Registrable Shares (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.


                                       44


                                   SECTION 23
                      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 24
                                  MISCELLANEOUS

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

            24.2 Expenses.

            The Company and the Manager shall each bear their own expenses
incurred with respect to this Agreement.

            24.3 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:  Peter Stokes


                                       45


            (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

            24.4 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 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.

            24.5 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.

            24.6 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.

            24.7 Governing Law.

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


                                       46


            24.8 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.

            24.9 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.

            24.10 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.

            24.11 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.

            24.12 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.


                                       47


            24.13 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 the Company has made such information available to the public
generally or such party is required by a governmental body to disclose such
information.

            24.14 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.


                                       48



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

                                      THE LLC:

                                      MACQUARIE INFRASTRUCTURE COMPANY LLC


                                      ------------------------------------------
                                      Name:
                                      Title:



                                      THE TRUST:

                                      MACQUARIE INFRASTRUCTURE COMPANY TRUST


                                      ------------------------------------------
                                      Name:
                                      Title:



                                      THE MANAGER:

                                      MACQUARIE INFRASTRUCTURE MANAGEMENT
                                      (USA) INC.


                                      ------------------------------------------
                                      Name:
                                      Title:


                                       49



                                                                      SCHEDULE 1

                        FORM OF NOTICE AND QUESTIONNAIRE

                        SHARES OF BENEFICIAL INTEREST 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
Section 15 of the Securities Act or Section 20 of 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) 581-9037

            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 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:

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

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


                                    Sch-1-4


5.    Nature of Beneficial Ownership:

      (a)(i) Full legal name of Manager's controlling stockholders who have sole
      or shared voting or dispositive power over the Registrable Shares:

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

      (ii) Business address (including street address)(or residence if no
      business address), telephone number and facsimile number of such
      person(s):

      Address:

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

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

      --------------------------------------------------------------------------
      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, short 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


                                    Sch-1-5


Shares pursuant to a Shelf Registration Statement. The Manager agrees that
neither it nor any person acting on its behalf will engage in any transaction in
violation of such provisions.

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

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

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

      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, 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

EX-10.3

                                                                    EXHIBIT 10.3

TERMS AND CONDITIONS OF
CLASS A PREFERRED EQUITY
CERTIFICATES

Dated                                      - 2004


Macquarie Luxembourg Water Sarl (1)
Macquarie Infrastructure Company LLC (2)




                     TABLE OF CONTENTS

                                                                                      
AUTHORISATION FOR PREFERRED EQUITY CERTIFICATES                                          1
TERMS AND CONDITIONS                                                                     1
1     Definitions                                                                        1
2     Return                                                                             4
3     Redemption                                                                         4
4     Withholding Taxes                                                                  5
5     Covenants                                                                          6
6     Default                                                                            6
7     Registration of the A PECs; Transfer Restrictions; Issuance and Exchange
      of PEC Certificates; Loss of PEC Certificates                                      6
8     General Terms and Conditions of A PECs                                             7
9     Miscellaneous                                                                      7





      DATE                                                               -, 2004

      PARTIES

      MACQUARIE LUXEMBOURG WATER SARL., a private limited liability company,
      incorporated under the laws of Luxembourg, whose registered office is at
      5, rue Guillaume, BP 2501, L-1025 Luxembourg (the "COMPANY"); and


      MACQUARIE INFRASTRUCTURE COMPANY LLC, a limited liability company,
      incorporated under the laws of Delaware, having its registered office at
      600 Fifth Avenue, 21st Floor, New York, New York 10020 ("MICL").


      AUTHORISATION FOR PREFERRED EQUITY CERTIFICATES


      The board of managers of the Company has authorised the issuance of -
      Class A Preferred Equity Certificates (collectively the "A PECs" and
      individually an "A PEC") to MICL, having an aggregate par value of
      (pound) - in respect of making equity investments in infrastructure and
      related assets located in European EOCD countries. The PECs shall be
      denominated in Euro (EUR) upon issuance thereof. Each A PEC shall be
      issued in registered form.


      Terms and Conditions

1     DEFINITIONS

      As used in this Agreement, the following terms shall have the following
      meaning:

      A PEC                         shall mean the PECs issued, or to be
                                    issued, by the Company under this Agreement;

      A PEC Register                shall mean the register and
                                    transfer book maintained by the Company for
                                    the A PECs;

      Accrual Period                shall mean each period from, and
                                    including, one Payment Date to, but
                                    excluding, the next following Payment Date,
                                    except for the initial Accrual Period that
                                    will commence on, and include, the Date of
                                    Issuance. If the A PECs are redeemed under
                                    any provision of Section 3, the Accrual
                                    Period, with respect to the A PECs redeemed,
                                    shall mean the period from and including the
                                    Payment Date immediately preceding the date
                                    of redemption of the A PECs to but excluding
                                    the date of redemption;

      Annual Payment Date           shall mean each twelve-month anniversary
                                    after the initial Payment Date;

      Applicable  Rate              shall mean the rate of return equal to
                                    the 12 month EURIBOR rate at the Date of
                                    Issuance of the A PECs plus 200 basis points
                                    for each Accrual Period;

                                        1

      Available Amount              shall mean the amount available to make
                                    payments to the holders of the A PECs;

      Business Day                  shall mean any day other than a Saturday,
                                    Sunday or other day on which banking
                                    institutions in Luxembourg and London are
                                    required or authorised to remain closed;

      Company                       Macquarie Luxembourg Water Sarl, a private
                                    limited liability company, incorporated
                                    under the laws of Luxembourg, whose
                                    registered office is at 5, rue Guillaume, BP
                                    2501, L-1025 Luxembourg;

      Company's Income              shall mean 85% of all income (dividend and
                                    capital gains) less 85% of the Costs, by the
                                    Company from its Investments in the Accrual
                                    Period;

      Costs                         shall mean all costs and expenses incurred
                                    by the Company in the Accrual Period that
                                    are economically attributable to the
                                    Investment. Such Costs will not include the
                                    Return paid or accrued during such Accrual
                                    Period on the A PECs, nor income taxes
                                    imposed by the Grand-Duchy of Luxembourg or
                                    any sub-division, municipality or local
                                    authority thereof;

      Date of Issuance              shall mean the date as of which the A PECs
                                    are issued;

      Excess                        shall mean the amount with which the Nominal
                                    Amount exceeds the Available Amount;

      Excluded Return               for any given period means the total amount
                                    of return excluded from such period by
                                    reason of the limitations set forth in
                                    Section 2.2;

      Initial Accrual Period        shall mean the period from and including the
                                    Date of Issuance up to but excluding the
                                    Initial Payment Date;

      Initial Payment Date          will mean [30 September 2004];

      Insolvent                     shall mean the situation where the aggregate
                                    amount of the Company's obligations,
                                    determined in accordance with generally
                                    accepted accounting principles as in effect
                                    in Luxembourg, exceeds the fair market value
                                    of the Company's assets. The A PECs and any
                                    Class of Preferred Equity Certificates that
                                    will be issued after this date will be
                                    regarded as obligations of the Company for
                                    the purpose of computing the Company's
                                    insolvency;

      Intermediary Payment Date     shall mean any date determined
                                    at the discretion of the Board of Directors
                                    of the Company.

      Investment                    shall mean the Company's equity investment
                                    in Macquarie Water (UK) Limited as held at
                                    the Date of Issuance or to be increased or
                                    decreased by the Company thereafter;

      Liquidation                   shall have meant the event of any voluntary
                                    or involuntary liquidation, bankruptcy,
                                    dissolution or winding up of the affairs of
                                    the Company;

                                        2

      Mandatory Redemption Date     means the Payment Date nearest and prior to
                                    the 98th anniversary of the Date of
                                    Issuance;

      Nominal Amount                shall mean the Par Value of any outstanding
                                    A PEC plus any Unpaid Return;

      Par Value                     shall mean EUR 1.00 (one Euro) with
                                    respect to each outstanding A PEC;

      Payment Date                  shall mean the Initial Payment Date,
                                    any Annual Payment Date, any Intermediary
                                    Payment Date, and the Redemption Date. A
                                    reasonable amount of time will be granted to
                                    the Board of Directors of the Company after
                                    each Payment Date to determine the amount of
                                    Return payable for any Accrual Period;

      PEC                           shall mean the Preferred Equity Certificate
                                    issued or to be issued by the Company under
                                    the Terms and Conditions of Preferred Equity
                                    Certificates;

      PEC Register                  shall mean the register and transfer book
                                    maintained by the Company for the PECs;

      Person                        shall mean any individual, corporation,
                                    company, voluntary association, partnership,
                                    joint venture, trust, unincorporated
                                    organisation or government (or any agency,
                                    instrumentality or political subdivision
                                    thereof);

      Redemption Date               shall mean the date fixed for redemption of
                                    the A PECs;

      Redemption Price              shall mean a value equal to the sum of (i)
                                    the Par Value for each outstanding A PEC
                                    that will be redeemed plus (ii) unpaid
                                    Return accumulated through the Redemption
                                    Date;

      Retained Earnings             shall mean the retained earnings of the
                                    Company determined on an unconsolidated
                                    basis in accordance with the generally
                                    accepted accounting principles as in effect
                                    in Luxembourg. However the retained earnings
                                    will be computed without taking into account
                                    the Unpaid Return on the A PECs;

      Return                        for any Accrual Period shall accrue on the A
                                    PECs from the Date of Issuance to but not
                                    including the earlier of (i) the date on
                                    which the A PECs have been redeemed in whole
                                    or otherwise paid in full and (ii) the
                                    Payment Date nearest and prior to the
                                    Mandatory Redemption Date. Return will
                                    accrue for each Accrual Period, subject to
                                    the payment limitation of section 2.2, in an
                                    amount equal to the (i) Excluded Return for
                                    the prior Accrual Period and (ii) the
                                    Company's Income on the Investment during
                                    such Accrual Period. Such amount accrued at
                                    any time for all Accrual Periods since the
                                    Date of Issuance, whether or not declared,
                                    is herein called the "Return". The Return
                                    shall be distributed among the holders of A
                                    PECs in a proportion equal to that which the
                                    number of ordinary shares in the Company
                                    held by each holder of A PECs bears to the
                                    total

                                       3


                                    number of ordinary shares of the Company in
                                    issue at any given time;

      Subordinated Securities       shall mean all shares of common stock,
                                    whether outstanding on the date hereof or
                                    issued in the future; and

      Unpaid Return                 shall be any amount of Return that has
                                    accrued but has not become payable pursuant
                                    to the payment limitations of section 2.1.

2     RETURN

2.1   Return on the A PECs shall be payable on each Payment Date only if and to
      the extent

      (a)   declared by the Board of Directors of the Company,

      (b)   the Company is not immediately before and after given effect to such
            payment Insolvent; and

      (c)   that such payment, will not violate any covenant contained in or
            result in a default under any agreement or other financial
            obligation of the Company.

2.2   Each payment of Return on the A PECs shall be made by the Company directly
      to the holders of record as their name appears on the A PEC Register on
      the record date for such payment. The record date for such payment shall
      be the Business Day immediately preceding the applicable Payment Date or,
      if not paid on a Payment Date, the Business Day immediately preceding the
      actual payment date.

2.3   Each payment made with respect to the A PECs shall be by wire transfer to
      any account maintained by such holder with a bank identified by such
      holder in a written notice given to the Company not later than three
      Business Days prior to the relevant Payment Date.

3     REDEMPTION

3.1   Mandatory Redemption

      On the Mandatory Redemption Date, the Company shall redeem the outstanding
      A PECs at the Redemption Price provided that:

      (a)   the Par Value of the A PECs will be payable to the extent the
            Company will not be Insolvent after making such payment; and

      (b)   the Unpaid Return will be payable only to the extent the Company
            will not be Insolvent after making such payment.

      The Redemption Price shall be paid to the holders of record on the
      Mandatory Redemption Date.

3.2   Redemption upon Liquidation of the Company

      In the event of a Liquidation the holders of the A PECs shall be entitled
      to be paid the Redemption Price, in any event before any payment shall be
      made or any assets distributed to the holders of any Subordinated
      Securities, provided that:

     (a)   the Par Value of the A PECs will be payable to the extent the Company
           will not be Insolvent after making such payment; and

     (b)   the Unpaid Return will be payable only to the extent the Company will
           not be Insolvent after making such payment.

     The Redemption Price shall be paid to the holders of record ultimately on
     the date on which the liquidation of the Company shall be completed.

                                       4


      The Board of Managers of the Company shall not cause the shareholders of
      the Company to adopt a resolution to commence a voluntary Liquidation
      without the consent of the holders of the A PECs unless the Nominal Amount
      of the outstanding A PECs can be paid.

      For purposes of this Section 3.2 neither the voluntary sale, conveyance,
      exchange or transfer (for cash, shares, stock, securities or other
      consideration) of all or substantially all the property or assets of the
      Company nor the consolidation or merger of the Company with one or more
      corporations shall be deemed to be a Liquidation unless such voluntary
      sale, conveyance, exchange or transfer shall be in connection with a
      dissolution or winding up of the business of the Company.

3.3   Optional Redemption by the holders of A PECs

      As of the date of an Event of Default (as defined in Section 6), the
      holders of the A PECs shall be entitled, by notice in writing to the
      Company, to have the A PECs held by it redeemed at the Redemption Price,
      before any payment shall be made or any assets distributed to the holders
      of any Subordinated Securities, provided that:

      (a)   the Par Value of the A PECs will be payable to the extent the
            Company will not be Insolvent after making such payment; and

      (b)   the Unpaid Return will be payable only to the extent the Company
            will not be Insolvent after making such payment.

      The Redemption Price shall be paid to the holder of record ultimately on
      the 15th day after the aforementioned notice has been received by the
      Company.

3.4   Redemption at the option of the Company

      The Company may at any time on giving not less than 10 Business Days
      notice to the holder thereof, redeem the A PECs in whole or in part (but
      if in part only in whole multiples of (pound)10,000) at par together with
      any accrued but unpaid Return thereon down to the date of redemption
      PROVIDED THAT simultaneously with such redemption the Company redeems an
      equal proportion of each of the other preferred equity certificates issued
      by it (including for the avoidance of doubt, any other preferred equity
      certificates issued to MICL).

3.5   General

      Redemption of the A PECs will be subject to the condition that:

      (a)   from and after the Redemption Date, the A PECs shall cease to accrue
            a Return, and the A PECs shall no longer be deemed to be outstanding
            and all rights of the holders thereof (except the right to receive
            from the Company the Redemption Price) shall cease. Upon the
            Redemption Date, specified for redemption in any such notice, the
            payment of the Redemption Price by the Company shall become payable.
            Surrender of the A PECs shall be made at the registered office of
            the Company. Upon surrender in accordance with said notice of the A
            PECs so redeemed (properly endorsed or assigned for transfer, if the
            Board of Directors of the Company shall so require and the notice
            shall so state), such A PECs shall be redeemed by the Company at the
            Redemption Price as aforesaid;

      (b)   any Return, any Unpaid Return or any other amount due and not paid
            on the Redemption Date will accrue interest at the Applicable Rate
            beginning on and including the Redemption Date.

4     WITHHOLDING TAXES

      All payments on the A PECs shall be made free and clear of withholding
      taxes imposed by any taxing jurisdiction, unless the withholding of such
      tax is compelled by law. For purposes of this

                                       5


      Section 4, withholding taxes shall not include income taxes measured or
      imposed upon the net income of the holder.

5     COVENANTS

      After the Date of Issuance and for so long as the A PECs are outstanding,
      the Company will not, without the written consent of the holders of the A
      PECs, issue any shares of capital stock having, upon or following the
      Liquidation of the Company, any right to payment ranking prior or equal to
      the payment in full of the Nominal Amount on the A PECs to the holders.

6     DEFAULT

6.1   Each of the following events shall constitute an "Event of Default":

      (a)   the Company shall fail to pay the full amount of any Return, as to
            which the requirements of section 2.1 have been met, on the
            applicable Payment Date or fail to make any payments required under
            Section 3 and such failure continues for five Business Days
            following the date on which the holder of record gives notice of
            such failure to the Company; or

      (b)   except as expressly permitted herein, the Company shall:

            (i)   be dissolved or liquidated;

            (ii)  become insolvent or unable to pay its debts as they become
                  due; or

            (iii) institute or have instituted against it a proceeding seeking a
                  judgement of insolvency or bankruptcy or any other relief
                  under bankruptcy or insolvency law, and in the case any such
                  proceeding or petition instituted or presented against it,
                  such proceeding or petition:

                  (A)   results in a judgement of insolvency or bankruptcy or
                        the entry of an order for relief or the making of an
                        order for its winding-up or liquidation; or

                  (B)   is not dismissed, discharged, stayed or restrained in
                        each case within 90 days of the institution or
                        presentation thereof.

6.2   The Company shall promptly notify the holders of the A PECs if an Event of
      Default occurs.

7     REGISTRATION OF THE A PECs; TRANSFER RESTRICTIONS; ISSUANCE AND EXCHANGE
      OF PEC CERTIFICATES; LOSS OF PEC CERTIFICATES

7.1   The A PECs shall be issued only in registered form, and the name and
      address of the holder of each certificate representing the A PECs shall be
      entered into the A PEC Register by the Company. Except as expressly
      required by law, the Person in whose name the A PEC stand in the A PEC
      Register shall be deemed to be the full and undivided owner and record
      holder thereof for all purposes.

7.2   Upon request of the holder of record of the A PECs, the Company shall, at
      the cost of such holder, issue a certificate evidencing one or more A
      PECs. In case such certificate evidences more than one A PEC, the Company
      shall upon request of the holder of record replace, at the cost of such
      holder, such certificate by new certificates evidencing one or more A
      PECs.

7.3   Each holder of record shall promptly notify the Company of any mutilation,
      loss, theft, or destruction of any certificate or certificates evidencing
      the A PECs of which it is the record holder. The Company may, in its
      discretion, issue a new certificate in place of any certificate
      theretofore issued by it and alleged to have been mutilated, lost, stolen
      or destroyed, upon satisfactory proof of such mutilation, loss, theft or
      destruction.

                                       6


8     GENERAL TERMS AND CONDITIONS OF A PECs

8.1   Ranking

      Subject to the terms and conditions hereof, the A PECs shall, with respect
      to payment rights, which includes the Return, redemption and rights on
      liquidation, winding up and dissolution, rank prior to all Subordinated
      Securities but the obligations in respect of the A PEC shalls, except for
      any other Class of Preferred Equity Certificates issued by the Company at
      present or in the future which shall rank pari passu with the A PEC's,
      rank subordinate to all other present and future obligations of the
      Company whether secured or unsecured.

8.2   Convertibility

      The A PECs shall not be convertible into any other security issued by the
      Company.

8.3   Voting Rights

      The holders of record of the A PECs shall not be entitled to any voting
      rights in respect of the Company by reason of their ownership of the A
      PECs.

8.4   Non recourse

      Notwithstanding any provision of these Terms and Conditions, the
      obligations of the Company hereunder to make payments to the holders of
      the A PECs are, at any time of determination, limited to the lesser of the
      Nominal Amount and the Available Amount. The Available Amount shall,
      subject to any other provision of this A PEC, at all times be limited to
      the income the Company has received from its Investment up to and
      including the date of its Liquidation and the value of the Investment on
      that date. On a liquidation of the Company, in the event that the Nominal
      Amount exceeds the Available Amount, the right of any person to claim
      payment in respect the Excess shall be extinguished. No party will, at any
      time, have recourse to, or make demand or initiate proceedings against,
      the Company in respect of the Excess. The Company shall incur no liability
      and be under no additional duty to any person solely as a result of any
      inability on its part to make payments or to perform other obligations
      hereunder, which inability results from the operation of the foregoing
      provisions of this clause.

9     MISCELLANEOUS

9.1   Governing Law

      These Terms and Conditions of the A PECs shall be governed by and shall be
      construed in accordance with the laws of Luxembourg and the Company and
      the holders of the A PECs accepting these terms and conditions hereby
      submit to the non-exclusive jurisdiction of the Courts of Luxembourg with
      respect to any suit, action or proceeding relating hereto.

                                       7


EXECUTED AS AN AGREEMENT

SIGNED by                                     )
for and on behalf of
Macquarie Luxembourg Water Sarl               )      ...........................
                                              )      Director
                                              )
                                              )
                                              )      ...........................
                                              )      Director
                                              )

SIGNED by                                     )
for and on behalf of                          )      ...........................
Macquarie Infrastructure Company LLC          )      Director

                                              )
                                              )
                                              )      ...........................
                                              )      Director
                                              )

                                       8

EX-10.4

                                                                    EXHIBIT 10.4
TERMS AND CONDITIONS OF
CLASS B PREFERRED EQUITY
CERTIFICATES



Dated                                  - 2004



Macquarie Luxembourg Water Sarl. (1)
Macquarie Infrastructure Company LLC (2)




                                TABLE OF CONTENTS

                                                                                                  
AUTHORISATION FOR PREFERRED EQUITY CERTIFICATES                                                      1
TERMS AND CONDITIONS                                                                                 1
1     Definitions                                                                                    1
2     Return                                                                                         4
3     Redemption                                                                                     4
4     Withholding Taxes                                                                              6
5     Covenants                                                                                      6
6     Default                                                                                        6
7     Registration of the B PECs; Transfer Restrictions; Issuance and Exchange of B PEC
      Certificates; Loss of B PEC Certificates                                                       6
8     General Terms and Conditions of B PECs                                                         7
9     Miscellaneous                                                                                  7





      DATE                                                               -, 2004

      PARTIES

      MACQUARIE LUXEMBOURG WATER SARL., a private limited liability company,
      incorporated under the laws of Luxembourg, whose registered office is at
      5, rue Guillaume, BP 2501, L-1025 Luxembourg (the "COMPANY"); and


      MACQUARIE INFRASTRUCTURE COMPANY LLC, a limited liability company,
      incorporated under the laws of Delaware, having its registered office at
      600 Fifth Avenue, 21st Floor, New York, New York 10020 ("MICL").


      AUTHORISATION FOR PREFERRED EQUITY CERTIFICATES


      The board of managers of the Company has authorised the issuance of
      9,712,500 Class B Preferred Equity Certificates (collectively the "B PECs"
      and individually, a "B PEC") to MICL, having an aggregate par value of
      (pound)9,712,500 in respect of making debt investments in infrastructure
      and related assets located in European EOCD countries. The PECs shall be
      denominated in British Pounds upon issuance thereof. Each B PEC shall be
      issued in registered form.


      TERMS AND CONDITIONS

1     DEFINITIONS

      As used in these Terms and Conditions, the following terms shall have the
      following meaning:

      ACCRUAL PERIOD                shall mean each period from, and including,
                                    one Payment Date to, but excluding, the next
                                    following Payment Date, except for the
                                    initial Accrual Period that will commence
                                    on, and include, the Date of Issuance. If
                                    the B PECs are redeemed under any provision
                                    of Section 3, the Accrual Period, with
                                    respect to the B PECs redeemed, shall mean
                                    the period from and including the Payment
                                    Date immediately preceding the date of
                                    redemption of the B PECs to but excluding
                                    the date of redemption;

      ANNUAL PAYMENT DATE           shall mean each twelve-month anniversary
                                    after the initial Payment Date;

      APPLICABLE RATE               shall mean the rate of return equal to the
                                    12 month EURIBOR rate at the Date of
                                    Issuance of the B PECs plus 200 basis points
                                    for each Accrual Period;

      AVAILABLE AMOUNT              shall mean the amount available to make
                                    payments to the holders of the B PECs;

                                       1


      B PECs                        shall mean the PECs issued, or to be issued,
                                    by the Company under this Agreement;

      B PEC REGISTER                shall mean the register and transfer book
                                    maintained by the Company for the B PECs;

      BUSINESS DAY                  shall mean any day other than a Saturday,
                                    Sunday or other day on which banking
                                    institutions in Luxembourg and London are
                                    required or authorised to remain closed;

      COMPANY                       Macquarie Luxembourg Water Sarl, a private
                                    limited liability company, incorporated
                                    under the laws of Luxembourg, whose
                                    registered office is at 5, rue Guillaume, BP
                                    2501, L-1025 Luxembourg;

      COMPANY'S INCOME              shall mean all income and realised gains
                                    received by the Company from its Investment
                                    during the Accrual Period, less the Costs;

      COSTS                         shall mean all costs and expenses incurred
                                    by the Company during the Accrual Period
                                    that are economically attributable to the
                                    Investment. Such Costs will not include the
                                    Return paid or accrued during such Accrual
                                    Period on the B PECs, nor income taxes
                                    imposed by the Grand-Duchy of Luxembourg or
                                    any sub-division, municipality or local
                                    authority thereof;

      DATE OF ISSUANCE              shall mean the date as of which the B PECs
                                    are issued;

      EXCESS                        shall mean the amount with which the Nominal
                                    Amount exceeds the Available Amount;

      EXCLUDED RETURN               for any given period means the total amount
                                    of return excluded from such period by
                                    reason of the limitations set forth in
                                    Section 2.2;

      INITIAL ACCRUAL PERIOD        shall mean the period from and including
                                    the Date of Issuance up to but excluding the
                                    Initial Payment Date;

      INITIAL PAYMENT DATE          shall mean [30 September 2004];

      INSOLVENT                     shall mean the situation where the aggregate
                                    amount of the Company's obligations,
                                    determined in accordance with generally
                                    accepted accounting principles as in effect
                                    in Luxembourg, exceeds the fair market value
                                    of the Company's assets. The B PECs and any
                                    Class of preferred equity certificates that
                                    will be issued after this date will be
                                    regarded as obligations of the Company for
                                    the purpose of computing the Company's
                                    insolvency;

      INTERMEDIARY PAYMENT DATE     shall mean any date determined at the
                                    discretion of the Board of Directors of the
                                    Company.

      INVESTMENT                    shall mean the Company's holding of an
                                    interest bearing loan receivable of
                                    (pound)41,680,500 on Macquarie Water (UK)
                                    Limited as held at the Date of Issuance or
                                    to be increased or decreased by the Company
                                    thereafter;

                                       2


      LIQUIDATION                   shall mean the event of any voluntary or
                                    involuntary liquidation, bankruptcy,
                                    dissolution or winding up of the affairs of
                                    the Company;

      MANDATORY REDEMPTION DATE     shall mean the Payment Date nearest and
                                    prior to the 98th anniversary of the Date of
                                    Issuance;

      NOMINAL AMOUNT                shall mean the Par Value of any outstanding
                                    B PEC plus any Unpaid Return;

      PAR VALUE                     shall mean(pound)1.00 (one British Pound)
                                    with respect to each outstanding B PEC;

      PAYMENT DATE                  shall mean the Initial Payment Date, any
                                    Annual Payment Date, any Intermediary
                                    Payment Date and the Redemption Date. A
                                    reasonable amount of time will be granted to
                                    the board of managers of the Company after
                                    each Payment Date to determine the amount of
                                    Return payable for any Accrual Period;

      PEC OR PECs                   shall mean individually or collectively the
                                    Preferred Equity Certificates issued or to
                                    be issued by the Company under the Terms and
                                    Conditions of Preferred Equity Certificates;

      PEC REGISTER                  shall mean the register and transfer book
                                    maintained by the Company for the PECs;

      PERSON                        shall mean any individual, corporation,
                                    company, voluntary association, partnership,
                                    joint venture, trust, unincorporated
                                    organisation or government (or any agency,
                                    instrumentality or political subdivision
                                    thereof);

      REDEMPTION DATE               shall mean the date fixed for redemption of
                                    the B PECs;

      REDEMPTION PRICE              shall mean a value equal to the sum of (i)
                                    the Par Value for each outstanding B PEC
                                    that will be redeemed plus (ii) Unpaid
                                    Return accumulated through the Redemption
                                    Date;

      RETAINED EARNINGS             shall mean the retained earnings of the
                                    Company determined on an unconsolidated
                                    basis in accordance with the generally
                                    accepted accounting principles as in effect
                                    in Luxembourg. However the Retained Earnings
                                    will be computed without taking into account
                                    the Unpaid Return on the B PECs;

      RETURN                        for any Accrual Period shall accrue on B
                                    PECs from the Date of Issuance to but not
                                    including the earlier of (i) the date on
                                    which all of the B PECs have been redeemed
                                    in whole or otherwise paid in full and (ii)
                                    the Payment Date nearest and prior to the
                                    Mandatory Redemption Date. Return will
                                    accrue for each Accrual Period, subject to
                                    the payment limitation of section 2.2, in an
                                    amount equal to the sum of (a) the Excluded
                                    Return for then prior Accrual Period, (b)
                                    the Company's Income during such Accrual
                                    Period minus the net required taxable profit
                                    to be reported by the Company in Luxembourg
                                    with respect to its

                                       3


                                    Investment during such Accrual Period. Such
                                    amount accrued at any time for all Accrual
                                    Periods since the Date of Issuance, whether
                                    or not declared, is herein called the
                                    "RETURN".

      SUBORDINATED SECURITIES       shall mean all shares of common stock,
                                    whether outstanding on the date hereof or
                                    issued in the future; and

      UNPAID RETURN                 shall be any amount of Return that has
                                    accrued but has not become payable pursuant
                                    to the payment limitations of Section 2.1.

2     RETURN

2.1   Return on the B PECs shall be payable on each Payment Date only if and to
      the extent

      (a)   declared by the board of managers of the Company;

      (b)   the Company is not immediately before and after given effect to such
            payment Insolvent;

      (c)   that such payment, will not violate any covenant contained in or
            result in a default under any agreement or other financial
            obligation of the Company.

2.2   Each payment of Return on the B PECs shall be made by the Company directly
      to the holders of record as their names appear on the B PEC Register on
      the record date for such payment. The record date for such payment shall
      be the Business Day immediately preceding the applicable Payment Date or,
      if not paid on a Payment Date, the Business Day immediately preceding the
      actual payment date.

2.3   Each payment made with respect to a B PEC shall be by wire transfer to any
      account maintained by such holder with a bank identified by such holder in
      a written notice given to the Company not later than three Business Days
      prior to the relevant Payment Date.

3     REDEMPTION

3.1   Mandatory Redemption

      On the Mandatory Redemption Date, the Company shall redeem all (but not
      some) of the then outstanding B PECs at the Redemption Price provided
      that:

      (a)   the Par Value of the B PECs will be payable to the extent the
            Company will not be Insolvent after making such payment; and

      (b)   the Unpaid Return will be payable only to the extent the Company
            will not be Insolvent after making such payment.

      The Redemption Price shall be paid to the holders of record on the
      Mandatory Redemption Date.

3.2   Redemption upon Liquidation of the Company

      In the event of a Liquidation the holders of the B PECs shall be entitled
      to be paid the Redemption Price, in any event before any payment shall be
      made or any assets distributed to the holders of any Subordinated
      Securities, provided that:

      (a)   the Par Value of the B PECs will be payable to the extent the
            Company will not be Insolvent after making such payment; and

      (b)   the Unpaid Return will be payable only to the extent the Company
            will not be Insolvent after making such payment.

                                       4


      The Redemption Price shall be paid to the holders of record ultimately on
      the date on which the Liquidation of the Company shall be completed.

      The board of managers of the Company shall not cause the shareholders of
      the Company to adopt a resolution to commence a voluntary Liquidation
      without the consent of the holders of the B PECs unless the Nominal Amount
      of the outstanding B PEC's can be paid.

      For purposes of this Section 3.2 neither the voluntary sale, conveyance,
      exchange or transfer (for cash, shares, stock, securities or other
      consideration) of all or substantially all the property or assets of the
      Company nor the consolidation or merger of the Company with one or more
      corporations shall be deemed to be a Liquidation unless such voluntary
      sale, conveyance, exchange or transfer shall be in connection with a
      dissolution or winding up of the business of the Company.

3.3   Optional Redemption by the holders of B PECs

      As of the date of an Event of Default (as defined in Section 6), any
      holder of B PECs shall be entitled, by notice in writing to the Company,
      to have the B PECs held by it redeemed at the Redemption Price, before any
      payment shall be made or any assets distributed to the holders of any
      Subordinated Securities, provided that:

      (a)   the Par Value of the B PECs will be payable to the extent the
            Company will not be Insolvent after making such payment; and

      (b)   the Unpaid Return will be payable only to the extent the Company
            will not be Insolvent after making such payment.

      The Redemption Price shall be paid to the holders of record ultimately on
      the 15th day after the aforementioned notice has been received by the
      Company.

3.4   Redemption at the option of the Company


      The Company may at any time on giving not less than 10 Business Days
      notice to the holder thereof, redeem the B PECs in whole or in part (but
      if in part only in whole multiples of (pound)10,000) at pAR together with
      any accrued but unpaid Return thereon down to the date of redemption
      PROVIDED THAT simultaneously with such redemption the Company redeems an
      equal proportion of each of the other preferred equity certificates issued
      by it (including for the avoidance of doubt, any other preferred equity
      certificates issued to MICL).


3.5   General

      Redemption of the B PECs will be subject to the condition that:

      (a)   from and after the Redemption Date, the B PECs shall cease to accrue
            a Return, and the B PECs shall no longer be deemed to be outstanding
            and all rights of the holders thereof (except the right to receive
            from the Company the Redemption Price) shall cease. Upon the
            Redemption Date, specified for redemption in any such notice, the
            payment of the Redemption Price by the Company shall become payable.
            Surrender of the B PECs shall be made at the registered office of
            the Company. Upon surrender in accordance with said notice of the B
            PECs so redeemed (properly endorsed or assigned for transfer, if the
            board of managers of the Company shall so require and the notice
            shall so state), such B PECs shall be redeemed by the Company at the
            Redemption Price as aforesaid;

      (b)   any Par Value or any Unpaid Return payable pursuant to Section 3.1.
            to and including Section 3.3. but not paid on the Redemption Date
            will accrue interest at the Applicable Rate beginning on and
            including the Redemption Date.

                                       5


4     WITHHOLDING TAXES

      All payments on the B PECs shall be made free and clear of withholding
      taxes imposed by any taxing jurisdiction, unless the withholding of such
      tax is compelled by law. For purposes of this Section 4, withholding taxes
      shall not include income taxes measured or imposed upon the net income of
      the holder.

5     COVENANTS

      After the Date of Issuance and for so long as any B PECs are outstanding,
      the Company will not, without the written consent of the holders of the B
      PECs, issue any shares of capital stock having, upon or following the
      Liquidation of the Company, any right to payment ranking prior or equal to
      the payment in full of the Nominal Amount on each B PEC to the holders.

6     DEFAULT

6.1   Each of the following events shall constitute an "EVENT OF DEFAULT":

      (a)   the Company fails to pay the full amount of any Return, as to which
            the requirements of Section 2.1 have been met, on the applicable
            Payment Date or fails to make any payments required under Section 3
            and such failure continues for five Business Days following the date
            on which the holder of record gives notice of such failure to the
            Company; or

      (b)   except as expressly permitted herein, the Company:

            (i)   is dissolved or liquidated;

            (ii)  becomes insolvent or unable to pay its debts as they become
                  due; or

            (iii) institutes or has instituted against it a proceeding seeking a
                  judgement of insolvency or bankruptcy or any other relief
                  under bankruptcy or insolvency law, and in the case any such
                  proceeding or petition instituted or presented against it,
                  such proceeding or petition:

                  (A)   results in a judgement of insolvency or bankruptcy or
                        the entry of an order for relief or the making of an
                        order for its winding-up or liquidation; or

                  (B)   is not dismissed, discharged, stayed or restrained in
                        each case within 90 days of the institution or
                        presentation thereof.

6.2   The Company shall promptly notify the holders of the B PECs if an Event of
      Default has occurred.

7     REGISTRATION OF THE B PECs; TRANSFER RESTRICTIONS; ISSUANCE AND EXCHANGE
      OF B PEC CERTIFICATES; LOSS OF B PEC CERTIFICATES

7.1   All B PECs shall be issued only in registered form, and the name and
      address of the holder of each certificate representing a B PEC shall be
      entered into the B PEC Register by the Company. Except as expressly
      required by law, the Person in whose name the B PECs stand in the B PEC
      Register shall be deemed to be the full and undivided owner and record
      holder thereof for all purposes.

7.2   Upon request of the holder of record of the B PECs, the Company shall, at
      the cost of such holder, issue a certificate evidencing one or more B
      PECs. In case such certificate evidences more than one B PEC, the Company
      shall upon request of the holder of record replace, at the cost of such
      holder, such certificate by new certificates evidencing one or more B
      PECs.

7.3   Each holder of record shall promptly notify the Company of any mutilation,
      loss, theft, or destruction of any certificate or certificates evidencing
      any B PECs of which it is the record holder.

                                       6


      The Company may, in its discretion, issue a new certificate in place of
      any certificate theretofore issued by it and alleged to have been
      mutilated, lost, stolen or destroyed, upon satisfactory proof of such
      mutilation, loss, theft or destruction.

7.4   The transfer of any B PEC is subject to the prior written consent of the
      Company.

8     GENERAL TERMS AND CONDITIONS OF B PECs

8.1   Ranking

      Subject to the terms and conditions hereof, the B PECs shall, with respect
      to payment rights, which includes the Return, redemption and rights on
      liquidation, winding up and dissolution, rank prior to all Subordinated
      Securities but the obligations in respect of the B PECs shall, except for
      any other class of preferred equity certificates issued by the Company at
      present or in the future which shall rank pari passu with the B PEC's,
      rank subordinate to all other present and future obligations of the
      Company whether secured or unsecured.

8.2   Convertibility

      The B PECs shall not be convertible into any other security issued by the
      Company.

8.3   Voting Rights.

      The holders of record of the B PECs shall not be entitled to any voting
      rights in respect of the Company by reason of their ownership of the B
      PECs.

8.4   Non recourse

      Notwithstanding any provision of these Terms and Conditions, the
      obligations of the Company hereunder to make payments to the holders of
      the B PECs are, at any time of determination, limited to the lesser of the
      Nominal Amount and the Available Amount. The Available Amount shall,
      subject to any other provision of this B PEC, at all times be limited to
      the income the Company has received from its Investment up to and
      including the date of its Liquidation and the value of the Investment on
      that date. On a liquidation of the Company, in the event that the Nominal
      Amount exceeds the Available Amount, the right of any person to claim
      payment in respect the Excess shall be extinguished. No party will, at any
      time, have recourse to, or make demand or initiate proceedings against,
      the Company in respect of the Excess. The Company shall incur no liability
      and be under no additional duty to any person solely as a result of any
      inability on its part to make payments or to perform other obligations
      hereunder, which inability results from the operation of the foregoing
      provisions of this clause.

9     MISCELLANEOUS

9.1   Governing Law

      These Terms and Conditions of the B PECs are governed by, and shall be
      construed in accordance with, the laws of Luxembourg and the Company and
      any holders of the B PECs accepting these terms and conditions hereby
      submit to the non-exclusive jurisdiction of the courts of Luxembourg with
      respect to any suit, action or proceeding relating hereto.

                                       7


EXECUTED AS AN AGREEMENT

SIGNED by                            )
for and on behalf of
Macquarie Luxembourg Water Sarl      )    ......................................
                                     )    Director
                                     )
                                     )
                                     )    ......................................
                                     )    Director
                                     )

SIGNED by                            )
for and on behalf of                 )    ......................................
Macquarie Infrastructure Company LLC )    Director
                                     )
                                     )
                                     )    ......................................
                                     )    Director
                                     )

                                       8

EX-10.8

                                                                    EXHIBIT 10.8

[IN THE AGREED TERMS]

                                     [DATE]

                               BALFOUR BEATTY PLC

                                       and

                      MACQUARIE EUROPEAN INFRASTRUCTURE PLC

                                       and

                           MACQUARIE YORKSHIRE LIMITED

                                       and

                              CONNECT M1-A1 LIMITED

                                       and

                         CONNECT M1-A1 HOLDINGS LIMITED

                                       and

                             MACQUARIE YORKSHIRE LLC

                                       and


                    MACQUARIE INFRASTRUCTURE COMPANY LLC


             DEED OF NOVATION IN RELATION TO THE SHAREHOLDERS
                                   AGREEMENT

LINKLATERS

One Silk Street
London EC2Y 8HQ

Telephone (44-20) 7456 2000
Facsimile (44-20) 7456 2222

Ref Alexander Currie



THIS DEED is made on [ ], 2004 BETWEEN:

(1)   BALFOUR BEATTY PLC (registered number 395826) whose registered office is
      at 130 Wilton Road, London SW1V 1LQ ("BB");

(2)   MACQUARIE EUROPEAN INFRASTRUCTURE PLC (registered number 3724230) whose
      registered office is at Level 29 and 30, 1 Ropemaker Street, London EC2Y
      9HD ("MEIP");

(3)   MACQUARIE YORKSHIRE LIMITED (registered number 4712996) whose registered
      office is at Level 29 and 30, 1 Ropemaker Street, London EC2Y 9HD ("MYL");

(4)   CONNECT M1-A1 LIMITED (registered number 2999303) whose registered office
      is at 7th Floor, Saddlers House, Gutter Lane, London EC2V 6HS (formerly
      Yorkshire Link Limited) ("CONNECT");

(5)   CONNECT M1-A1 HOLDINGS LIMITED (registered number 3059235) whose
      registered office is at 7th Floor, Saddlers House, Gutter Lane, London
      EC2V 6HS (formerly Yorkshire Link (Holdings) Limited) ("CONNECT
      HOLDINGS");

(6)   MACQUARIE YORKSHIRE LLC whose principal executive office is at 600 Fifth
      Avenue, 21st floor, New York, NY 10020 USA ("MY LLC"); and


(7)   MACQUARIE INFRASTRUCTURE COMPANY LLC whose principal executive office is
      at 600 Fifth Avenue, 21st floor, New York, NY 10020 USA (formerly
      Macquarie Infrastructure Assets LLC) ("MICL" or the "GUARANTOR").


WHEREAS:

(A)   BB, MEIP, MYL, Connect and Connect Holdings have entered into the
      Shareholders Agreement (as defined in this Deed).


(B)   Pursuant to a share purchase agreement entered into between MEIP and MICL
      on or around the date hereof, MEIP will sell and MICL will purchase the
      5,000,000 ordinary shares owned by MEIP in MYL (the "SHARE PURCHASE
      AGREEMENT").



(C)   Prior to Completion (as defined in the Share Purchase Agreement), MICL
      intends to notify MEIP that it wishes to nominate MY LLC as the transferee
      of the Shares (as defined in the Share Purchase Agreement) pursuant to
      paragraph 1 of Part A of Schedule 5 of the Share Purchase Agreement.


(D)   MEIP therefore wishes to be released and discharged from the Shareholders
      Agreement and the parties have agreed to the novation of the Shareholders
      Agreement.

(E)   BB has agreed to provide reasonable assistance with respect to the
      preparation of certain financial statements and other forms relating to
      Connect Holdings as required under US securities laws and regulations.

(F)   The Guarantor agrees to guarantee to MEIP, MYL, Connect and Connect
      Holdings the obligations of MY LLC under or pursuant to this Deed and the
      Replacement Shareholders Agreement (as defined in this Deed).

(G)   The Guarantor and BB have separately entered into a guarantee on or around
      the date hereof pursuant to which the Guarantor agrees to guarantee to BB,
      inter alia, the performance by MY LLC of its obligations under or pursuant
      to this Deed.

(H)   Yorkshire Link Limited changed its name to Connect M1-A1 Limited on 2 June
      2004; Yorkshire Link (Holdings) Limited changed its name to Connect M1-A1
      Holdings Limited on 2 June 2004.

                                       1


IT IS AGREED:

1     DEFINITIONS AND INTERPRETATION

      In this Deed the following expressions shall have the following meanings:

      "CONTINUING PARTIES": means BB, Connect Holdings, Connect and MYL;

      "EFFECTIVE DATE": means the date of Completion as defined in the Share
      Purchase Agreement;

      "EXCHANGE ACT": means the US Securities Exchange Act of 1934, as amended;

      "REPLACEMENT SHAREHOLDERS AGREEMENT": means the agreement to replace the
      Shareholders Agreement as set out in Clause 2.1;

      "SECURITIES ACT": means the US Securities Act of 1933, as amended; and

      "SHAREHOLDERS AGREEMENT": means the shareholders agreement dated 26 March
      1996, as amended and restated on 30 April 2003, between BB, MEIP, MYL,
      Connect and Connect Holdings relating to the purposes of (i) regulating,
      as between the parties their relationship with each other as shareholders
      in Connect Holdings and (ii) regulating, as between all of the parties,
      certain aspects of the affairs of Connect Holdings and Connect.

2     NOVATION

      With effect from the Effective Date:

      2.1   The Shareholders Agreement shall be terminated and the Shareholders
            Agreement shall be replaced by the Replacement Shareholders
            Agreement, which shall be on identical terms to the Shareholders
            Agreement save that:

            2.1.1 MY LLC shall be a party in place of MEIP;

            2.1.2 references to "Macquarie European Infrastructure PLC
                  (registered number 3724230) whose registered office is at
                  Level 30 Ropemaker Street, London EC2Y 9HD" shall be
                  references to "Macquarie Yorkshire LLC whose principal
                  executive office is at 600 Fifth Avenue, 21st floor, New York,
                  NY 10020 USA ("MY LLC")";

            2.1.3 references to "MEIP" shall be references to "MY LLC";

            2.1.4 the definition of "Guarantee" shall be replaced by the "deed
                  of guarantee entered into on or around the date hereof under
                  which Macquarie Infrastructure Assets LLC agrees to guarantee
                  to BB the performance by (i) MY LLC of its obligations under
                  or pursuant to the Shareholders Agreement Novation and (ii)
                  MYL of its obligations under or pursuant to this agreement and
                  the Secondment Agreement Novation and the Secondment
                  Agreement";

            2.1.5 the definition of "Shareholders Agreement Novation" shall be
                  "the deed of novation of the Shareholders Agreement entered
                  into on or around the date hereof between BB, MEIP, MYL,
                  Connect, Connect Holdings, MY LLC and Macquarie Infrastructure
                  Assets LLC";

            2.1.6 the definition of "Secondment Agreement Novation" shall be
                  "the deed of novation of the Secondment Agreement entered into
                  on or around the date

                                       2


                  hereof between BB, MIUK, Connect, MYL and Macquarie
                  Infrastructure Assets LLC";

           2.1.7  references to "Yorkshire Link Limited (registered number
                  2999303) whose registered office is at Level 29 and 30, 1
                  Ropemaker Street, London EC2Y 9HD" shall be references to
                  "Connect M1-A1 Limited (registered number 2999303) whose
                  registered office is at Level 29 and 30, 1 Ropemaker Street,
                  London EC2Y 9HD";

           2.1.8  references to "Yorkshire Link (Holdings) Limited (registered
                  number 3059235) whose registered office is at Level 29 and 30,
                  1 Ropemaker Street, London EC2Y 9HD" shall be references to
                  "Connect M1-A1 Holdings Limited (registered number 3059235)
                  whose registered office is at Level 29 and 30, 1 Ropemaker
                  Street, London EC2Y 9HD";

           2.1.9  the following additional definitions shall apply:


                  "MICL" means Macquarie Infrastructure Assets LLC whose
                  principal executive office is at 600 Fifth Avenue, 21st floor,
                  New York, NY 10020 USA


                  "MY LLC" means Macquarie Yorkshire LLC whose principal
                  executive office is at 600 Fifth Avenue, 21st floor, New York,
                  NY 10020 USA; and

           2.1.10 the words in Clause 11(5) from "If the MYL Owners receive a
                  bona fide offer" to the end of that Clause 11(5) shall be
                  deleted and the following inserted in their place:

                  "If:

                  (i)   MY LLC receives a bona fide offer to Transfer all or any
                        part of its shares in MYL; or


                  (ii)  MICL (together with MY LLC for the purposes of this
                        Clause 11(5), an "OFFEROR") receives a bona fide offer
                        to Transfer all or any part of its shares in MY LLC


                  from any bona fide arms length third party purchaser (an
                  "OFFEREE"), then the relevant Offeror shall within 5 Business
                  Days give notice to all other Shareholders including in such
                  notice:

                  (a)   the percentage of shares in MYL, or MY LLC (as the case
                        may be) which the Offeror is proposing to Transfer
                        ("OFFERED MYL INTERESTS");

                  (b)   the purchase price; and

                  (c)   the material terms of the offer (including whether any
                        sale is subject to any Approvals) (such notice hereafter
                        being referred to as the "MYL NOTICE"), and

                  Clauses 11A(3), 11A(4), 11A(5), 11A(6), 11A(7) and 11A(8)
                  shall apply except that:

                  (d)   references to "Transfer Notice" shall be construed as a
                        reference to the "MYL Notice" and references to
                        "Specified Terms" shall be construed as a reference to
                        the terms of such MYL Notice;

                                       3


                  (e)   references to YHL Shares shall be construed as a
                        reference to shares in MYL or MY LLC (as the case may
                        be);

                  (f)   references to "YLL Loan Stock" and "interests in the
                        Commercial Subordinated Loan Agreement" shall be
                        disregarded;

                  (g)   references to the "Offered Interests" shall be construed
                        as references to the "Offered MYL Interests";

                  (h)   references to the "Proposing Transferor" shall be
                        construed as references to the relevant Offeror;

                  (i)   references to the "Proposing Transferee" shall be
                        construed as references to the "Offeree"; and

                  (j)   written offers from a Continuing Shareholder shall be
                        given to the relevant Offeror, the relevant Offeror
                        shall give notices to (and receive notices from) the
                        Continuing Shareholder or the Losing Shareholder (as the
                        case may be) and the relevant Offeror shall make
                        determinations as to the terms of the offers (in each
                        case, in lieu of YHL).

                  For the avoidance of doubt. Clauses 11A(3A) and 11(2A) shall
                  not apply to any Transfer or prospective Transfer of shares in
                  MYL or MY LLC (as the case may be)."

      2.2   MY LLC undertakes with the Continuing Parties, from the Effective
            Date, to accept, observe, perform, discharge and be bound by the
            Replacement Shareholders Agreement.

      2.3   Notwithstanding this undertaking, nothing in this Deed shall:

            2.3.1 require MY LLC to perform any obligation created by or arising
                  under the Shareholders Agreement falling due for performance,
                  or which should have been performed by MEIP, before the
                  Effective Date; or

            2.3.2 make MY LLC liable for any act, neglect, default or omission
                  in respect of the Shareholders Agreement committed by MEIP
                  occurring before the Effective Date.

      2.4   With effect from the Effective Date, the Continuing Parties agree to
            the substitution of the Replacement Shareholders Agreement in place
            of the Shareholders Agreement and accept MY LLC's undertaking in
            Clause 2.2 above to observe, perform, discharge and be bound by the
            Replacement Shareholders Agreement.

      2.5   The Continuing Parties hereby release and discharge MEIP from all
            claims and demands from each of the Continuing Parties, and from
            each of its liabilities and obligations, howsoever arising under the
            Shareholders Agreement to the extent assumed by MY LLC pursuant to
            this Deed and accept the like liabilities and obligations to them of
            MY LLC in place of MEIP under the Replacement Shareholders
            Agreement.

      2.6   Notwithstanding Clause 2.5, nothing in this Deed shall affect or
            prejudice any claim or demand whatsoever which the Continuing
            Parties may have against MEIP in relation to the Shareholders
            Agreement and arising out of matters prior to the Effective Date.

                                       4


      2.7   With effect from the Effective Date, MEIP hereby releases and
            discharges the Continuing Parties from all claims and demands by
            MEIP, and from each of their respective liabilities and obligations
            to MEIP, howsoever arising under the Shareholders Agreement.
            Notwithstanding this undertaking and release, nothing in this Deed
            shall affect or prejudice any claim or demand whatsoever which MEIP
            may have against the Continuing Parties in relation to the
            Shareholders Agreement and arising out of matters prior to the
            Effective Date.

3     INDEMNITY

      MEIP hereby undertakes to indemnify MY LLC in respect of all liabilities,
      losses, charges, costs, claims or demands incurred or made by MY LLC in
      relation to the Shareholders Agreement and arising from acts or omissions
      of MEIP prior to the Effective Date.

4     BB'S UNDERTAKING


      4.1   BB shall procure that for so long as its employees are seconded to
            Connect to perform the UK GAAP accounting function that those
            employees will use their reasonable endeavours to provide such
            supplementary information as MICL may reasonably request so as to
            (i) enable MICL to produce the consolidated financial statements of
            Connect Holdings for the 3 months and calendar year to date periods
            ended March 31, June 30, September 30 and December 31 of each year,
            including the results of activity from January 1 of each year to
            such period end, in conformity with accounting principles generally
            accepted in the United States, with the Securities Act and with the
            Exchange Act; (ii) assist in the review of the periods ended March
            31, June 30 and September 30 as required by the independent
            accountants in accordance with United States Generally Accepted
            Auditing Standards; (iii) assist in the audit for the year ended
            December 31 of each year in accordance with United States Generally
            Accepted Auditing Standards; and (iv) assist MICL in the preparation
            of forms required to be submitted to the Securities and Exchange
            Commission under the Securities Act and the Exchange Act, including,
            but not limited to, Forms 10-K, 10-Q and 8-K, as needed.


      4.2   The Guarantor shall indemnify BB for its reasonable costs incurred
            in providing the assistance described in Clause 4.1 above.

5     GUARANTEE

      5.1   The Guarantor unconditionally and irrevocably guarantees to MEIP,
            MYL, Connect and Connect Holdings the due and punctual performance
            and observance by MY LLC of its obligations, commitments,
            undertakings, warranties and indemnities under or for breach of this
            Deed and the Replacement Shareholders Agreement (the "GUARANTEED
            OBLIGATIONS").

      5.2   If and whenever MY LLC defaults for any reason whatsoever in the
            performance of any of the Guaranteed Obligations, the Guarantor
            shall forthwith upon demand unconditionally perform (or procure
            performance of) and satisfy (or procure satisfaction of) the
            Guaranteed Obligations in respect of which there has been default in
            the manner prescribed by this Deed and so that the same benefits
            shall be conferred on MEIP, MYL, Connect and Connect Holdings as
            they would have

                                       5


            received if the Guaranteed Obligations had been duly performed and
            satisfied by MY LLC.

      5.3   This guarantee is a continuing guarantee and is to remain in force
            until all the Guaranteed Obligations have been performed or
            satisfied. This guarantee is in addition to and without prejudice to
            and not in substitution for any rights or security which MEIP, MYL,
            Connect and Connect Holdings may now or hereafter have or hold for
            the performance and observance of the Guaranteed Obligations.

      5.4   The liability of the Guarantor under this Clause 5 shall not be
            released or diminished by any variation of the Guaranteed
            Obligations or any forbearance, neglect or delay in seeking
            performance of the Guaranteed Obligations or any granting of time
            for such performance and shall not be affected or impaired by reason
            of any other fact or event which in the absence of this provision
            would or might constitute or afford a legal or equitable discharge
            or release or a defence to a guarantor.

6     FURTHER ASSURANCE

      Each of the parties agrees to perform (or procure the performance of) all
      further acts and things, and execute and deliver (or procure the execution
      and delivery of) such further documents, as may be required by law or as
      may be necessary or reasonably desirable to implement and/or give effect
      to this Deed.

7     COUNTERPARTS

      This Deed may be executed in any number of counterparts and by the parties
      to it on separate counterparts, each of which is an original but all of
      which together constitute one and the same instrument.

8     NO RIGHTS UNDER CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

      A person who is not a party to this Deed shall have no right under the
      Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms
      of this Deed or the Replacement Shareholders Agreement.

9     GOVERNING LAW

      9.1   This Deed and the relationship between the parties shall be governed
            by, and interpreted in accordance with English law.

      9.2   All parties agree that the Courts of England are to have exclusive
            jurisdiction to settle any dispute (including claims for set-off and
            counterclaim) which may arise in connection with the creation,
            validity, effect, interpretation or performance of, or the legal
            relationships established by this Deed or the Replacement
            Shareholders Agreement or otherwise arising in connection with this
            Deed and for such purposes irrevocably submit to the jurisdiction of
            the English Courts.


      9.3   MY LLC and MICL shall at all times maintain an agent for service of
            process and any other documents in proceedings in England or any
            other proceedings in connection with this Deed or the Replacement
            Shareholders Agreement. Such agent shall be MYL of Level 29 and 30,
            1 Ropemaker Street, London EC2Y 9HD and any judgment or other notice
            of legal process shall be sufficiently served on MY LLC and MICL if
            delivered to such agent at its address for the time being. MY LLC
            and MICL agree


                                       6



            to inform each party in writing of any change of address of such
            process agent within 28 days of such change. If such process agent
            ceases to be able to act as such or to have an address in England,
            MY LLC and MICL irrevocably agree to appoint a new process agent in
            England and to deliver to each party within 14 days a copy of a
            written acceptance of appointment by the process agent.


AS WITNESS this Deed has been executed by the parties hereto and is hereby
delivered on the date first above written.

EXECUTED and DELIVERED
as a DEED by                   }
[-] as attorney for BALFOUR
BEATTY PLC

Witness's signature

Name
Address

Occupation

                                       7


EXECUTED and DELIVERED
as a DEED by [-]
as attorney for MACQUARIE           }
EUROPEAN
INFRASTRUCTURE PLC

Witness's signature

Name
Address

Occupation

EXECUTED and DELIVERED
as a DEED by
MACQUARIE YORKSHIRE                 }
LIMITED acting by two
directors/a director and the
secretary

Director:

Director[/secretary]:

EXECUTED and DELIVERED
as a DEED by CONNECT M1-
A1 LIMITED acting by two            }
directors/a director and the
secretary

Director:

Director[/secretary]:

                                       8


EXECUTED and DELIVERED
as a DEED by
CONNECT M1-A1 HOLDINGS              }
LIMITED acting by two
directors/a director and the
secretary

Director:

Director[/secretary]:

EXECUTED and DELIVERED
by [-] as [authorised signatory]
on behalf of MACQUARIE              }
YORKSHIRE LLC
and thereby executed by it as
a Deed


EXECUTED and DELIVERED
by [-] as [authorised signatory]
on behalf of MACQUARIE              }
INFRASTRUCTURE COMPANY
LLC and thereby executed by it
as a Deed


                                       9

EX-10.19

                                                                  EXHIBIT 10.19

[IN THE AGREED TERMS]

                                     [DATE]

                               BALFOUR BEATTY PLC

                                       and

                      MACQUARIE INFRASTRUCTURE (UK) LIMITED

                                       and

                              CONNECT M1-A1 LIMITED

                                       and

                           MACQUARIE YORKSHIRE LIMITED

                                       and


                      MACQUARIE INFRASTRUCTURE COMPANY LLC


                        DEED OF NOVATION RELATING TO THE
                              SECONDMENT AGREEMENT

LINKLATERS

One Silk Street
London EC2Y 8HQ

Telephone (44-20) 7456 2000
Facsimile (44-20) 7456 2222

Ref Alexander Currie



THIS DEED is made on [-], 2004 BETWEEN:

(1)   BALFOUR BEATTY PLC (registered number 395826) whose registered office is
      at 130 Wilton Road, London, SW1V 1LQ (formerly BICC PLC) ("BB");

(2)   MACQUARIE INFRASTRUCTURE (UK) LIMITED (registered number 1540913) whose
      registered office is at Level 29 and 30, 1 Ropemaker Street, London EC2Y
      9HD (formerly Trafalgar House Corporate Development Limited) ("MIUK");

(3)   CONNECT M1-A1 LIMITED (registered number 2999303) whose registered office
      is at 7th Floor, Saddlers House, Gutter Lane, London EC2V 6HS (formerly
      Yorkshire Link Limited) ("CONNECT"); and

(4)   MACQUARIE YORKSHIRE LIMITED (registered number 4712996) whose registered
      office is at Level 29 and 30, 1 Ropemaker Street, London EC2Y 9HD ("MYL");


(5)   MACQUARIE INFRASTRUCTURE COMPANY LLC whose principal executive office is
      at 600 Fifth avenue, 21st floor, 10020 NY, USA (formerly Macquarie
      Infrastructure Assets LLC) ("MICL" or the "GUARANTOR").


WHEREAS:

(A)   BB, MIUK and Connect have entered into the Secondment Agreement (as
      defined in this Deed).


(B)   Pursuant to a share purchase agreement entered into between Macquarie
      European Infrastructure PLC ("MEIP") and MICL on or around the date
      hereof, MEIP will sell and MICL will purchase the 5,000,000 ordinary
      shares owned by MEIP in MYL.


(C)   MIUK therefore wishes to be released and discharged from the Secondment
      Agreement and the parties have agreed to the novation of the Secondment
      Agreement from MIUK to MYL.

(D)   The Guarantor agrees to guarantee to MIUK and Connect the obligations of
      MYL under or pursuant to this Deed and the Replacement Secondment
      Agreement (as defined in this Deed).

(E)   The Guarantor and BB have separately entered into a guarantee on or around
      the date hereof pursuant to which the Guarantor agrees to guarantee to BB,
      inter alia, the performance by MYL of its obligations under or pursuant to
      this Deed.

(F)   Yorkshire Link Limited changed its name to Connect M1-A1 Limited on 2 June
      2004.

IT IS AGREED

1     DEFINITIONS AND INTERPRETATION

      In this Deed the following expressions shall have the following meanings:

      "CONTINUING PARTIES": means BB and Connect;

      "EFFECTIVE DATE": means the date of this Deed;

      "REPLACEMENT SECONDMENT AGREEMENT": means the agreement to replace the
      Secondment Agreement as set out in Clause 2.1; and

      "SECONDMENT AGREEMENT": means the secondment agreement dated 26 March 1996
      as amended and restated on 30 April 2003, between BB, Connect and MIUK.

2     NOVATION

      With effect from the Effective Date:

                                        1


      2.1   The Secondment Agreement shall be terminated and the Secondment
            Agreement shall be replaced by the Replacement Secondment Agreement,
            which shall be on identical terms to the Secondment Agreement save
            that:

            2.1.1 MYL shall be a party in place of MIUK;

            2.1.2 references to "Macquarie Infrastructure (UK) Limited
                  (registered number 1540913) of Level 29 and 30, 1 Ropemaker
                  Street, London EC2Y 9HD" shall be references to "Macquarie
                  Yorkshire Limited (registered number 4712996) of Level 29 and
                  30, 1 Ropemaker Street, London EC2Y 9HD";

            2.1.3 from Recital (f) onwards references to "MIUK" shall be
                  references to "MYL";

            2.1.4 from Clause 1 onwards references to "Macquarie European
                  Infrastructure plc" shall be references to "Macquarie
                  Infrastructure Assets LLC"; and


            2.1.5 from Clause 1 onwards references to "MEIP" shall be references
                  to "MICL".


            2.1.6 from Clause 1 onwards references to "YLL" shall be references
                  to "Connect".

            2.1.7 references to "Yorkshire Link Limited of (registered number
                  2999303) whose registered office is at Level 29 and 30, 1
                  Ropemaker Street, London EC2Y 9HD" shall be references to
                  "Connect M1-A1 Limited of (registered number 2999303) whose
                  registered office is at Level 29 and 30, 1 Ropemaker Street,
                  London EC2Y 9HD".

      2.2   MYL undertakes with the Continuing Parties, from the Effective Date,
            to accept, observe, perform, discharge and be bound by the
            Replacement Secondment Agreement.

      2.3   Notwithstanding the undertaking provided in Clause 2.2, nothing in
            this Deed shall:

            2.3.1 require MYL to perform any obligation created by or arising
                  under the Secondment Agreement falling due for performance, or
                  which should have been performed by MIUK, before the Effective
                  Date; or

            2.3.2 make MYL liable for any act, neglect, default or omission in
                  respect of the Secondment Agreement committed by MIUK
                  occurring before the Effective Date.

      2.4   With effect from the Effective Date, the Continuing Parties agree to
            the substitution of the Replacement Secondment Agreement in place of
            the Secondment Agreement and accept MYL's undertaking in Clause 2.2
            above to observe, perform, discharge and be bound by the Replacement
            Secondment Agreement.

      2.5   The Continuing Parties hereby release and discharge MIUK from all
            claims and demands from each of the Continuing Parties, and from
            each of its liabilities and obligations, howsoever arising under the
            Secondment Agreement to the extent assumed by MYL pursuant to this
            Deed and accept the like liabilities and obligations to them of MYL
            in place of MIUK under the Replacement Secondment Agreement.

      2.6   Notwithstanding Clause 2.5, nothing in this Deed shall affect or
            prejudice any claim or demand whatsoever which the Continuing
            Parties may have against MIUK in relation to the Secondment
            Agreement and arising out of matters prior to the Effective Date.

                                        2


      2.7   With effect from the Effective Date, MIUK hereby releases and
            discharges the Continuing Parties from all claims and demands by
            MIUK, and from each of their respective liabilities and obligations
            to MIUK, howsoever arising under the Secondment Agreement.
            Notwithstanding this undertaking and release, nothing in this Deed
            shall affect or prejudice any claim or demand whatsoever which MIUK
            may have against the Continuing Parties in relation to the
            Secondment Agreement and arising out of matters prior to the
            Effective Date.

3     INDEMNITY

      MIUK hereby undertakes to indemnify MYL in respect of all liabilities,
      losses, charges, costs, claims or demands incurred or made by MYL in
      relation to the Secondment Agreement and arising from acts or omissions of
      MIUK prior to the Effective Date.

4     GUARANTEE

      4.1   The Guarantor unconditionally and irrevocably guarantees to MIUK and
            Connect the due and punctual performance and observance by MYL of
            its obligations, commitments, undertakings, warranties and
            indemnities under or for breach of this Deed and the Replacement
            Secondment Agreement (the "GUARANTEED OBLIGATIONS").

      4.2   If and whenever MYL defaults for any reason whatsoever in the
            performance of any of the Guaranteed Obligations, the Guarantor
            shall forthwith upon demand unconditionally perform (or procure
            performance of) and satisfy (or procure satisfaction of) the
            Guaranteed Obligations in respect of which there has been default in
            the manner prescribed by this Deed and so that the same benefits
            shall be conferred on MIUK and Connect as they would have received
            if the Guaranteed Obligations had been duly performed and satisfied
            by MYL.

      4.3   This guarantee is a continuing guarantee and is to remain in force
            until all the Guaranteed Obligations have been performed or
            satisfied. This guarantee is in addition to and without prejudice to
            and not in substitution for any rights or security which MIUK and
            Connect may now or hereafter have or hold for the performance and
            observance of the Guaranteed Obligations.

      4.4   The liability of the Guarantor under this Clause 4 shall not be
            released or diminished by any variation of the Guaranteed
            Obligations or any forbearance, neglect or delay in seeking
            performance of the Guaranteed Obligations or any granting of time
            for such performance and shall not be affected or impaired by reason
            of any other fact or event which in the absence of this provision
            would or might constitute or afford a legal or equitable discharge
            or release or a defence to a guarantor.

5     FURTHER ASSURANCE

      Each of the parties agrees to perform (or procure the performance of) all
      further acts and things, and execute and deliver (or procure the execution
      and delivery of) such further documents, as may be required by law or as
      may be necessary or reasonably desirable to implement and/or give effect
      to this Deed.

                                        3


6     COUNTERPARTS

      This Deed may be executed in any number of counterparts and by the parties
      to it on separate counterparts, each of which is an original but all of
      which together constitute one and the same instrument.

7     NO RIGHTS UNDER CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

      A person who is not a party to this Deed shall have no right under the
      Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms
      of this Deed or the Replacement Secondment Agreement.

8     GOVERNING LAW

      8.1   This Deed and the relationship between the parties shall be governed
            by, and interpreted in accordance with English law.

      8.2   All parties agree that the Courts of England are to have exclusive
            jurisdiction to settle any dispute (including claims for set-off and
            counterclaim) which may arise in connection with the creation,
            validity, effect, interpretation or performance of, or the legal
            relationships established by this Deed or otherwise arising in
            connection with this Deed or the Replacement Secondment Agreement
            and for such purposes irrevocably submit to the jurisdiction of the
            English Courts.


      8.3   MICL shall at all times maintain an agent for service of process and
            any other documents in proceedings in England or any other
            proceedings in connection with this Deed or the Replacement
            Secondment Agreement. Such agent shall be MYL of Level 29 and 30, 1
            Ropemaker Street, London EC2Y 9HD and any judgment or other notice
            of legal process shall be sufficiently served on MICL if delivered
            to such agent at its address for the time being. MICL agrees to
            inform each party in writing of any change of address of such
            process agent within 28 days of such change. If such process agent
            ceases to be able to act as such or to have an address in England,
            MICL irrevocably agrees to appoint a new process agent in England
            and to deliver to each party within 14 days a copy of a written
            acceptance of appointment by the process agent.


AS WITNESS this Deed has been executed by the parties hereto and is hereby
delivered on the date first above written.

SIGNED as a DEED by the said
[-] as attorney for BALFOUR             }
BEATTY PLC
in the presence of:

Witness's signature

Name
Address

Occupation

                                        4


SIGNED as a DEED by the said
[-] as attorney for MACQUARIE
INFRASTRUCTURE (UK)                        }
LIMITED
in the presence of:

Witness's signature

Name
Address

Occupation

SIGNED as a DEED by the said
[-] as attorney for CONNECT                }
M1-A1 LIMITED
in the presence of:

Witness's signature

Name
Address

Occupation

SIGNED as a DEED by the said
[-] as attorney for MACQUARIE              }
YORKSHIRE LIMITED
in the presence of:

Witness's signature

Name
Address

                                        5


Occupation


EXECUTED and DELIVERED
by [-] as [authorised signatory]
on behalf of MACQUARIE               }
INFRASTRUCTURE COMPANY
LLC and thereby executed by it
as a Deed


                                       6

EX-10.25

Exhibit 10.25

DISTRICT COOLING SYSTEM USE AGREEMENT

CITY OF CHICAGO, ILLINOIS

AND

NORTHWIND INC.

City of Chicago

121 North LaSalle Street

Chicago, Illinois 60602

TABLE OF CONTENTS

	PAGE
SECTION 1. DEFINITIONS		2
SECTION 2. GRANT OF RIGHTS		7
Section 2.1 Grant of Rights		7
Section 2.2 Term and Initial Expiration Date		7
Section 2.3 Right of Renegotiation of Certain Provisions		7
Section 2.4 Interim Extension in the Absence of Default or Termination		10
Section 2.5 Renewal		10
Section 2.6 Acts or Omissions of Affiliates and Other Entities		10
SECTION 3. NATURE OF LIMITATION OF RIGHTS GRANTED		11
Section 3.1 Rights Not Exclusive		11
Section 3.2 Other Permittees		11
Section 3.3 City’s Rights Over Public Way		12
Section 3.4 No Burden on Public Ways		14
Section 3.5 Police Power		14
Section 3.6 Furnishing of Information		15
SECTION 4. CHANGE OF CONTROL, ASSIGNMENT, AND SUBLEASE		15
Section 4.1 Change of Control		15
SECTION 5. COMPENSATION		18
Section 5.1 General Compensation		18
Section 5.2 Most Favored Vendee Status; Favorable City Treatment		21
Section 5.3 Subsequent Action Affecting Compensation		21
Section 5.4 Other Fees		21
Section 5.5 Financial Audit		22
SECTION 6. INSURANCE, INDEMNIFICATION, SURETY BOND AND LETTER OF CREDIT		23
Section 6.1 Insurance		23
Section 6.2 Bond		26
Section 6.3 Letter of Credit		27
Section 6.4 Replacement Bond or Letter of Credit		28
Section 6.5 Failure to Comply is Material Breach		29
Section 6.6 Right to Require Replacement of Bond (or Letter of Credit) or Insurance		30
Section 6.7 Alteration		30
Section 6.8 City Comptroller’s Right to Increase Minimum Limits		31
Section 6.9 No Excuse from Performance		31
Section 6.10 Insurance for Contractors and Subcontractors		31
Section 6.11 Indemnity		31

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	PAGE
SECTION 7. CONSTRUCTION, INSTALLATION AND MANAGEMENT OF GRANTEE’S DISTRIBUTION SYSTEM		33
Section 7.2 Construction Requirements and Standards		35
Section 7.3 Restoration		39
Section 7.4 Suspension or Revocation of Construction Permit		39
Section 7.5 Other Requirements and Approvals		39
Section 7.6 Underground Facilities Agreement		40
SECTION 8. INSPECTION		40
Section 8.1 Inspection		40
Section 8.2 Trespassing Facilities		40
SECTION 9. CHICAGO FREIGHT TUNNELS		41
Section 9.1 In General		41
SECTION 10. REVOCATION OR TERMINATION OF PRIVILEGES		42
Section 10.1 Basis for Revocation		42
Section 10.2 Corrective Period		43
Section 10.3 Prior Notice and Hearing		44
Section 10.4 Early Termination by Grantee		44
Section 10.5 Removal or Abandonment of Grantee’s District Cooling System		45
SECTION 11. SANCTIONS		46
Section 11.1 Material Underpayment or Nonpayment		46
Section 11.2 Liquidated Damages		46
Section 11.3 Notice of Violation		47
Section 11.4 Notice of Assessment		47
Section 11.5 Act or Omission Beyond Grantee’s Control		48
Section 11.6 Other Rights of City		48
Section 11.7 No Waiver of Rights		48
SECTION 12. MOST FAVORED NATIONS		49
SECTION 13. CONDITIONS PRECEDENT		50
Section 13.1 Permit		50
SECTION 14. CONFIDENTIALITY		50
Section 14.1 Confidentiality		50
SECTION 15. SPECIAL CONDITIONS AND REPRESENTATIONS		51
Section 15.1 No Recourse		51
Section 15.2 No Inducement		52
Section 15.3 Acceptance and Acknowledgment		52
Section 15.4 Conflict of Interest		52
Section 15.5 Compliance with Applicable Laws		53
Section 15.6 Anti-Corruption Covenant and Representation		54
Section 15.7 Cooperation With Inspector General		55
Section 15.8 Business Documents and Disclosure of Ownership Interests		55

ii

	PAGE
Section 15.9 MBE/WBE Compliance		56
Section 15.10 Compliance with the Environmental Laws		56
Section 15.11 Residency		59
Section 15.12 Force Majeure		60
SECTION 16. GENERAL PROVISIONS		60
Section 16.1 Governing Law		60
Section 16.2 Descriptive Headings		60
Section 16.3 Notices		61
Section 16.4 Invalidity		61
Section 16.5 Parties		62
Section 16.6 Choice of Forum		62
Section 16.7 Waiver		62
Section 16.8 Amendment		62
SECTION 17. EXECUTION COPIES		63

EXHIBITS

Exhibit 1     Location Description, Including Initial Distribution System

Exhibit 2     Location Map of Grantee’s System, Including Initial Distribution Certificate

Exhibit 3     Anti-Corruption Certification

Exhibit 4     Disclosure of Ownership Interest Affidavit

iii

     This District Cooling System Use Agreement (the “Agreement”), made and executed as of this 1st day of October, 1994 (the “Effective Date”) by and between the CITY OF CHICAGO, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois and NORTHWIND INCORPORATED, an Illinois corporation (the “Grantee”) and a wholly owned subsidiary of CECo Enterprises, a corporation (“CECo”):

WITNESSETH

     WHEREAS, Section 6(a) of Article VII of the Illinois Constitution provides that a home rule unit “may exercise any power and perform any function pertaining to its government and affairs included, but not limited to, the power to regulate for the protection of the public health, safety, morals, and welfare. . . .”; and

     WHEREAS, various persons are applying to the City to provide “District Energy Systems” wherein multiple buildings in a specified area or “District” are provided with thermal energy (e.g. steam or hot or chilled water) from a central facility; and

     WHEREAS, it is the policy of the City of Chicago (the “City”) to encourage the development of economic energy options in the City, including District Energy Systems; and

     WHEREAS, the City’s policy regarding District Energy System is to advance the following goals:

1) enhance the City’s competitiveness and growth by facilitating efficient energy use;

2)	encourage a competitive market for energy services;
3)	maintain equitable City policies between and among competing providers; and
4)	meet environmental regulation requirements; and

     WHEREAS, Grantee wishes to construct and operate in the City a “District Cooling System” (as hereafter defined; and

     WHEREAS, in order to construct and operate its District Cooling System, Grantee must construct and install “Distribution Facilities” (as hereafter defined) in certain of the “Public Ways” (as herein defined) of the City; and

     WHEREAS, the City and the Grantee have reached an agreement as to the terms under which Grantee will be permitted to use certain portions of the Public Ways of the City to construct, install and maintain its Distribution System; and

     WHEREAS, Grantee’s District Cooling System has the potential to enhance the City’s competitiveness and growth by facilitating efficient energy use, by encouraging a competitive market for energy services, by promoting a cleaner environment, and by meeting environmental regulation requirements;

NOW, THEREFORE,

     It is hereby agreed by the parties hereto as follows:

     SECTION 1. DEFINITIONS

     “Additional Distribution Facilities” shall mean Distribution Facilities associated with Approved Plants approved subsequent to the First Plant.

2

     “Adjustment Dates” shall mean January 1, 2000, January 1, 2005, and January 1, 2010.

     “Affiliate”, with respect to any entity, shall include any subsidiary or parent or intermediary corporation of such entity or any entity which is under control of a parent, subsidiary or intermediary of such entity or any other entity which is capable of exercising a substantial degree of control over such entity through ownership of stock or partnership interests in such entity. The term “control” shall mean the right to exercise directly or indirectly the voting rights or the power to direct or cause the direction of management policies of the controlled or intermediary entity. In the case of tax-exempt organizations, the term “Affiliate” shall also include tax exempt organizations which are related for purposes of unrelated business income determinations made in accordance with sections 511 through 514 of the Internal Revenue Code and corresponding regulations, case law and Internal Revenue Service rulings.

     “Approved Plant” shall mean a Plant which has been approved as to location and nature by ordinance of the City Council as part of a planned development or other similar process and all applicable permits and approvals under this Agreement the Code and under regulations established by the City pursuant to its district heating and cooling policy, have been received. Grantee’s first Approved Plant was approved by ordinance dated March 23, 1994 and is described in Exhibit 1 (“First Plant”).

     “Freight Tunnels” shall mean the freight tunnels running below certain streets of the City.

     “City” shall mean the City of Chicago, Illinois acting through its Department of Environment or its successor, except as otherwise noted.

     “City Council” shall mean the City Council of Chicago.

3

     “Code” shall mean the Municipal Code of Chicago (1990), as amended from time to time.

     “Compensation Year” shall be a twelve-month period during the term on the Agreement beginning on January 1 and ending on December 31 provided that the first Compensation Year shall begin on the effective date of this Agreement and end on December 31, 1995.

     “Contractor” shall mean collectively any contractor, subcontractor, agent or consultant employed by Grantee or an Affiliate to construct, install, operate or maintain Grantee’s District Cooling System or any part thereof. A Contractor may be an Affiliate.

     “Distribution Facilities” shall mean the conduits and associated production and distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtances to be installed and constructed by Grantee pursuant to the terms of this Agreement in the Public Ways for the purpose of providing district cooling chilled water and related air conditioning to Grantee’s customers. The Distribution Facilities collectively includes the Initial Distribution Facilities and Additional Distribution Facilities.

     “District Cooling Services” or “Services” shall mean the provision of localized cooling services and related air conditioning to customers by the supply of chilled water through a District Cooling System.

     “District Cooling System” for purposes of this Agreement shall mean collectively all Approved Plants and Distribution Facilities used by Grantee to provide district cooling chilled water and related air conditioning service generated by an Approved Plant(s) to its customers within the City on a contractual basis. A District Cooling System is a type of District Energy System.

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     “District Energy System” shall mean a heating and/or cooling system which uses thermal energy (hot or chilled water) from a central plant to service multiple buildings in an area.

     “General Compensation” shall mean amounts Grantee is required to pay to the City pursuant to Section 5.1 of this Agreement.

     “Grantee” shall mean Northwind Incorporated, a wholly owned subsidiary of CECo Enterprises.

     “Initial Distribution Facilities” shall mean the Distribution Facilities associated with the First Plant, as described in Exhibits 1 and 2, subject to amendment as set forth in Section 7.1.1.

     “Minimum Annual Fee” shall mean the minimum amount payable, calculated on the basis of a twelve-month period, to the City as General Compensation during any Compensation Year pursuant to Section 5 hereof.

     “Ordinance” shall mean the ordinance adopted on    by the City Council authorizing execution of this Agreement.

     “Plant” shall mean a chilling plant and/or ice production plant that produces the chilled water transmitted or distributed through the Distribution Facilities to provide the Services.

     “Public Ways” shall mean the surface, the air space above the surface and the area below the surface of any right-of-way and public street and any highway, lane, path, alley, sidewalk, boulevard, drive, bridge, park, parkway, waterway or other public right-of-way including public utility easements or rights-of-way in which the City has jurisdiction, and any temporary or permanent fixtures or improvements located thereon now or hereafter held by the City in which

5

the City holds rights sufficient, without consent of any other party, to permit Grantee the use thereof for the purpose of installing or maintaining Grantee’s District Cooling Facilities. The term “Public Ways” shall be deemed not to include the Chicago Freight Tunnels except as specifically referred to herein.

     “Total Gross Billings” shall mean the sum of (1) all amounts billed by Grantee and/or due to Grantee to be paid in cash, credits or property of any kind or nature arising from or attributable to, directly or indirectly, or in any way derived from, Grantee’s operation, lease, exchange or use of its District Cooling System from all Approved Plants, or sale or lease of District Cooling System within the City, whether or not such amounts are actually collected and (2) any other revenue arising from the possession by Grantee of its rights under this Agreement. If Grantee does not bill a particular customer (including an Affiliate of Grantee) for Services provided by Grantee, then there shall be imputed as billings included within Total Gross Billings an amount equal to the billings that would have been billed by Grantee to a like customer for the provision of Services identical or as closely similar as possible in usage and nature to the Services being provided to the customer not being billed. If Grantee does not bill itself for Services provided for its own internal use beyond the use needed for operation of Grantee’s District Cooling System, there shall be imputed as billings included within Total Gross Billings, the amount that would have been billed to a like customer for Services identical or as closely similar in nature and usage as possible to the Services being so used by Grantee. No expenses or allowances shall be deducted from Total Gross Billings. Total Gross Billings shall include only amounts related solely to Grantee’s Chicago-based operations.

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     SECTION 2. GRANT OF RIGHTS

     Section 2.1 Grant of Rights. The City hereby grants to Northwind, Inc, as Grantee, the non-exclusive right to construct, install, repair, operate, and maintain a District Cooling System consisting of one or more Approved Plants and associated Distribution Facilities in Chicago on the terms and conditions set forth herein; provided, however, that no work on a Plant may commence until it is an Approved Plant and all applicable procedures and permits required under this Agreement and the Code have been met; and provided further that no Additional Distribution Facilities may be constructed or installed in the Public Ways until this Agreement has been amended pursuant to City Council authorization to incorporate such Additional Distribution Facilities as set forth in Section 7.1.2. This Agreement does not contemplate use by Grantee of the Freight Tunnels. Should Grantee wish to use any part of the Freight Tunnels for its District Cooking System, the provisions of Section IX shall govern. This Agreement does not permit the lease of Grantee’s System or any part thereof except as permitted in this Agreement.

     Section 2.2 Term and Initial Expiration Date. Subject to the survival of certain rights of the City to be indemnified and to have Grantee’s District Cooling System removed and the Public Ways restored as set forth in this Agreement, the term of this Agreement shall commence on the Effective Date and shall terminate, unless extended or renewed as provided herein, on December 31, 2015 (the “Initial Expiration Date”).

     Section 2.3 Right of Renegotiation of Certain Provisions.

     2.3.1 Adjustments to Compensation. The City reserves the right to modify or to renegotiate the amount, nature and terms of General Compensation to be paid by Grantee for use of the Public Ways during the term of this Agreement. Except as provided in Section 2.3.2, any

7

adjustment to General Compensation (“Adjusted Compensation”) shall become effective on the next succeeding Adjustment Date. In order to renegotiate General Compensation, the City shall give written notice to Grantee at least one hundred twenty (120) days prior to the Adjustment Date for which the Adjusted Compensation will become effective. Said notice shall contain the City’s proposed schedule of Adjusted Compensation. Grantee shall be given a reasonable opportunity to discuss an increase in General Compensation with the Director of the Department of Revenue. The terms of any such Adjusted Compensation shall be reflected in an amendment to this Agreement and shall be fair and reasonable. No such Adjusted Compensation may reduce the rate of General Compensation to be paid by Grantee without the approval of the City Council. No such Adjusted Compensation shall increase the compensation to be paid by Grantee to more than four percent of its Total Gross Billings. No later than sixty (60) days prior to each Adjustment Date, the Director of the Department of Revenue shall notify the Chairman of the Committee of the City Council having jurisdiction over the use of and compensation for the Public Ways regarding the status of any renegotiation and the proposed schedule of Adjusted Compensation.

     2.3.2 Dispute Resolution. Except as set forth in Section 2.3.1, Grantee shall not challenge any increase in Adjusted Compensation up to and including three percent (3%) of Grantee’s Total Gross Billings. If the amount of proposed Adjusted Compensation exceeds three percent (3%) of Grantee’s Total Gross Billings, and if Grantee shall in faith maintain that the amount of any Adjusted Compensation in excess of such three percent (3%) proposed by the City pursuant to Section 2.3.1 is excessive or unreasonable, given the value of the privileges granted to Grantee pursuant to this Agreement, Grantee shall enter into negotiations with the City as expeditiously as possible to reach an agreement as to Adjusted Compensation prior to the

8

applicable Adjustment Date. In the event that an agreement as to proposed Adjusted Compensation over 3% of Total Gross Billings is not reached within 90 days, Grantee shall have the right to make a demand for arbitration in writing to the City within thirty (30) days after such Adjustment Date. If no such demand is timely made, the proposed Adjusted Compensation shall become effective, retroactively from the proposed Adjustment Date. In the event of a timely demand for arbitration, the City and Grantee shall each appoint an arbitrator and a third arbitrator shall be appointed by the arbitrators so appointed. Each arbitrator shall have at least five years of experience in the field of rights-of-way or land valuation Pursuant to the then current rules of the American Arbitration Association, or any successor organization, an arbitration shall be held as expeditiously as possible.

     Unless the majority of the arbitrators shall conclude that such Adjusted Compensation is excessive or unreasonable, Grantee shall be bound to pay the Adjusted Compensation, retroactive to the applicable Adjustment Date. If a majority of the arbitrators shall decide such Adjusted Compensation is excessive or unreasonable, then the City shall withdraw the proposed schedule of Adjusted Compensation and Grantee shall pay the greater of 3% of Total Gross Billings or the rate of General Compensation previously in effect; provided that the City may substitute a new rate of Adjusted Compensation, retroactively effective to the applicable Adjustment Date. The notice periods and dispute resolution procedures of this Section 2.3.2 shall be applied to the extent possible to any substituted Adjusted Compensation. Notwithstanding anything to the contrary in this Section 2.3.2, however, Grantee shall be bound by any arbitration decision rendered by a similar panel of arbitrators regarding the same proposed Adjusted Compensation as would be applicable to Grantee for similar privileges; provided that Grantee shall have been given due notice and a full and fair opportunity to

9

participate in such arbitration proceedings and to give evidence therein. Failure by Grantee to object to the City’s proposed Adjusted Compensation within the time provided in this Section 2.3 shall act as a waiver and Grantee shall be obligated to pay or provide, as the case may be, the Adjusted Compensation from the applicable Adjustment Date.

     Section 2.4 Interim Extension in the Absence of Default or Termination. If, on the Initial Expiration Date, Grantee shall not be in default under this Agreement and if neither party has notified the other of its intent to terminate this Agreement on or before the Expiration Date, then the terms of this Agreement shall be deemed extended on an interim basis until terminated, renewed or renegotiated. Said interim extension period shall not extend beyond a date sixty (60) days after the Initial Expiration Date, after which date this Agreement shall be considered terminated and all rights of the Grantee to use the Public Ways to provide the Services shall cease; provided however that the City may extend this Agreement at its sole option for two consecutive one-year periods.

     Section 2.5 Renewal. At any time during the last Compensation Year occurring prior to the Initial Expiration Date, Grantee may request the City to enter into negotiations toward renewing or extending this Agreement. The exercise by Grantee of this option shall not bind the City as to acceptance of any particular terms or renewal of the rights granted by this Agreement, if the City determines such terms or the renewal of this Agreement is not in the best interests of the City. Any proposed renewal, extension or modification of this Agreement is subject to City Council approval, modification, or rejection in its sole discretion.

     Section 2.6 Acts or Omissions of Affiliates and Other Entities. During the term of this Agreement, Grantee shall be liable to the City for the acts or omissions of any entity used by

10

Grantee (including an Affiliate) when such entity is involved directly or indirectly in the construction, installation, maintenance, or operations of Grantee’s District Cooling System or the provision of Services as if the acts or omissions of such entity were the acts or omissions of Grantee.

     SECTION 3. NATURE OF LIMITATION OF RIGHTS GRANTED

     Section 3.1 Rights Not Exclusive. This is a nonexclusive grant to use the Public Ways and is made expressly subject to and subordinate to the right of the City to use the Public Ways for any public purpose.

     Section 3.2 Other Permittees. This grant is nonexclusive and the City does not agree to restrict the number of franchises, licenses, use agreements or permits of any kind in all or any part of the City, including, but not limited to, such arrangements made regarding other District Energy Systems or providers of Services. The grant and authority herein granted are not intended to limit or modify any franchise, license or permit previously granted by the City to any other occupant of the Public Ways. Therefore, the Grantee, recognizing the rights of other franchisees, licensees and permittees in the Public Ways, shall exercise the grant and authority herein granted in such a manner as not to interfere unreasonably with the rights of other prior or future franchisees, licensees and permittees in the Public Ways and to act so as not to endanger or to impair the facilities of any other such franchisee, licensee, or permittee. Prior and future franchisees, licensees, or permittees shall also, in like manner, be required to respect the rights and not interfere with the rights of the Grantee herein.

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     Section 3.3 City’s Rights Over Public Way.

     3.3.1 City’s Authority is Paramount. Grantee acknowledges and accepts at its own risk that the City may make use in the future of the Public Ways in which Grantee’s District Cooling System or any portion thereof is located in a manner inconsistent with Grantee’s use of thereof.

     3.3.2 Removal and Relocation. The City reserves the right to exercise its police and/or proprietary powers, to modify, vacate, or transfer what is now the Public Way for a public purpose. At Grantee’s own risk, the City has a predominant right to use the Public Ways in the placement, maintenance, and repair of sewers, water mains, telecommunications and other utility facilities or to require that Grantee relocate or remove any part of the District Cooling System where the City determines public convenience would be enhanced or for any other public purpose, including but not limited to the use of the Public Ways for public transportation purposes. The permit referred to in Section 13.1 may be amended or revoked in whole or in part by the Commissioner of the Department of the Environment, in consultation with the Commissioner of the Department of Transportation, should such Commissioner consider it necessary or advisable for a public purpose or that the continued operation of Grantee’s Distribution System in whole or part would be injurious with the public health or safety. Grantee shall make no claims for costs or damages against the City by reason of such removal or relocation. Upon thirty (30) days written notice to Grantee of partial or complete revocation of permit from the Commissioner the Department of the Environment, Grantee shall remove, modify, replace, or relocate its facilities as required at its own expense. In the event that Grantee shall not remove, modify, replace, or relocate its facilities as required by said notice within thirty (30) days as aforesaid, the Commissioner of the Department of the Transportation may cause the same to be done at Grantee’s expense and all expenses incurred or damages paid by the City on

12

account of such action shall be paid by Grantee on demand. In the event the City exercises its predominant right to use any part of the Public Way for a public purpose, the City shall reasonably cooperate with Grantee in finding an alternate site for any facilities comprising a part of the Distribution Facilities which are removed and in avoiding disruption to Grantee’s District Cooling System or Services to the extent such disruption is not reasonably required. In an emergency, as determined by the City, the City may order Grantee to remove, relocate or deactivate its facilities within forty-eight (48) hours.

     3.3.3 Grantee shall, in coordination with the City’s police and fire departments, establish standard operating procedures for emergency situations. Grantee shall maintain adequate local offices to provide repairs and maintenance services and personnel available to address both concerns arising during normal business hours and 24 hour emergency service. The City shall be informed as to the location and telephone number of Grantee’s regular office and of its emergency representative. Wherever, in case of fire or other disaster, it becomes necessary in the judgment of the City to remove or to take action which results in damage to any of Grantee’s District Cooling System, no charge shall be made by Grantee against the City for restoration and repair.

     3.3.4 Temporary Removal. At the request of any person holding a valid building permit issued by the City and upon reasonable notice, depending on the circumstances, but not, in any case, exceeding thirty (30) days (unless Grantee shall reasonably demonstrate to the City that more than thirty (30) days shall be required, in which case, such longer period as the City may reasonably determine) Grantee may temporarily raise, lower, or remove its pipes as may be necessary for the performance of the work so permitted, subject to payment in advance to the

13

Grantee of the direct and indirect expenses of such temporary move by the permit holder, including standby time.

     Section 3.4 No Burden on Public Ways. Grantee shall not attempt to construct, or install, its Distribution System in such a fashion as to unduly burden the present or future use of the Public Ways or to exclude other present or future users of the Public Ways, including, but not limited to, other District Energy Systems or providers of Services. In designing its Distribution System, Grantee shall not provide for conduit space in excess of Grantee’s present or reasonably anticipated future needs, based upon Grantee’s business plan which shall be submitted to the City prior to the issuance of any permit pursuant to Section 13.1. Such business plan shall include a list of current and reasonably anticipated customers of the Services, together with copies of all available letters of intent. The Commissioner of the Department of Environment, in consultation with the Department of Transportation, is authorized to regulate the size of the Distribution System to be used by Grantee in the Public Way. In the event that the City shall determine that any portion of Grantee’s District Cooling System, either planned or constructed, unduly burdens any portion of the Public Ways for present or future use, Grantee shall be required either to modify its plans for construction of its Distribution System, or to take such actions as the City shall determine for the sake of public convenience to eliminate the problem within the time provided by the City and the Code.

     Section 3.5 Police Power.

     (a)The City expressly reserves, and the Grantee expressly recognizes, the City’s right and duty to adopt, from time to time, in addition to the provisions herein contained, such ordinances, rules and regulations as the City may deem necessary in the exercise of its police

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power, provided that such ordinances, rules or regulations shall be reasonable and not unconstitutionally in conflict with the rights granted in this Agreement.

     (b)The City, by the granting of this Agreement, does not surrender or to any extent lose, waive, impair or lessen the lawful powers and rights now or hereafter vested in the City under the Constitution and statutes of the State of Illinois and under the Code. Grantee, by its acceptance of this Agreement agrees that all lawful regulatory powers and rights, as may be from time to time vested in the City, shall be in full force and effect and subject to the exercise thereof by the City, at any time from time to time. The exercise of these lawful powers and rights shall not unconstitutionally conflict with the rights granted in this Agreement.

     Section 3.6 Furnishing of Information. Grantee shall furnish to the City’s Department of Revenue, such information as may be required at such times by such Department (including customer lists, if so required), to effect compliance by Grantee and Grantee’s customers with any ordinances of the City of Chicago which shall be in effect from time to time regulating, taxing or otherwise concerning Grantee’s operation of its District Cooling System pursuant to this Agreement. Grantee also specifically acknowledges its duty and obligation to comply with the ordinances of the City, including any ordinances that require the payment or collection of any City tax, or the obtaining of any City licenses. Breaching the provisions of this section 3.6 shall be a default under this Agreement.

     SECTION 4. CHANGE OF CONTROL, ASSIGNMENT, AND SUBLEASE

     Section 4.1 Change of Control

     4.1.1 Privilege is Personal to Grantee. The rights granted pursuant to this Agreement shall be a privilege to be held in personal trust by Grantee. Except as otherwise provided herein,

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Grantee shall not transfer or assign the rights granted in this Agreement or its ownership or operation of its District Cooling System, or any portion thereof through sale, merger, corporate reorganization, consolidation, leaseback or any other manner or transfer or assign in any manner conduit or other space occupied by its District Cooling System, without the prior consent of the City Council expressed by resolution and then only on such conditions as may be therein prescribed. Any sale, transfer or assignment not made according to the procedures set forth in this Section 4 shall void the rights granted by this Agreement. The sale, transfer or assignment in bulk of the major portion of the tangible assets of Grantee shall be considered an assignment subject to the provisions of this Section 4.

     4.1.2 Authorization by City Council. Any sale, transfer or assignment described in Section 4.1.1 authorized by City Council shall be made by a bill of sale or similar document, an executed copy of which shall be filed with the Commissioner of the Department of the Environment within thirty (30) days after any such sale, transfer or assignment; provided however, that the assignee must agree to comply with this Agreement and amendments thereto, provide proof of legal, technical, financial, and character qualifications as reasonably determined by the City, and provide disclosure of ownership interests as required by Chapter 2-154 of the Municipal Code of Chicago and provide such other certifications as the City shall determine are required.

     4.1.3 Transfer to Subsidiary. Notwithstanding Section 4.1.1, Grantee may form a wholly owned subsidiary and assign its rights under this Agreement to such subsidiary without prior consent the City Council; provided, however, that Grantee shall provide notice of such assignment and full disclosure to the Commissioner of the Department of the Environment and

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the Corporation Counsel as to the nature of such subsidiary within thirty (30) days of such assignment.

     4.1.4 Transfer of Control of Grantee. Prior approval of City Council, which shall not be unreasonably withheld, shall be required where ownership of fifty percent (50%) or more of the control of Grantee is acquired during the term of this Agreement in any transaction or series of transactions by a person or one or more of persons acting in concert, none of whom owned or controlled fifty percent (50%) or more of the right to control Grantee, singly or collectively on the effective date of this Agreement. By its acceptance of this Agreement, Grantee specifically agrees that any such acquisition occurring without prior approval of the City Council shall void the rights granted under this Agreement. This provision shall apply to any limited partnership wherein fifty percent (50%) or more of the control of Grantee is to be transferred to limited partners or to a general partner which is not Grantee.

     4.1.5 Pledge of Controlling Interests or Assets. Prior City Council approval shall not be required for a transfer or pledge in trust, mortgage, or hypothecation of Grantee’s partnership interests or common stock, as the case may be, or portions of Grantee’s District Cooling System in whole or in part to secure an indebtedness except where such pledge shall involve hypothecation of more than seventy-five (75%) of the fair market value of Grantee’s District Cooling System. Prior consent of City Council shall be required for such pledge or transfer in trust of more than seventy-five (75%) of the fair market value of Grantee’s District Cooling System, as and said consent shall not be withheld unreasonably. Any such pledge or transfer in trust does not imply any right of the pledgee to assume any rights hereunder without City Council approval.

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     4.1.6 Disclosure of Ownership. Grantee must submit to the Department of the Environment, the Economic Disclosure Statement required by Chapter 2-154 of the Code. Grantee, or any assignee permitted hereunder, shall, within thirty (30) days of any such transaction, file an amendment to the foregoing statement of ownership interest with the Department of the Environment in the event ownership of ten percent (10%) of control Grantee is acquired during the term of this Agreement by any person or one or more groups of persons acting in concert after the Effective Date.

(A) Grantee shall furnish to the City’s Department of Revenue, such information as may be required at such times by such Department (including customer lists, if so required), to effect compliance by Grantee and Grantee’s customers with any ordinances of the City of Chicago which shall be in effect from time to time regulating, taxing or otherwise concerning Grantee’s operation of its District Cooling System pursuant to this Agreement which information is proprietary and shall be held confidential subject to Section 14.1. Grantee also specifically acknowledges its duty and obligation to comply with the ordinances of the City, including any ordinances that require the payment or collection of any City tax, or the obtaining of any City licenses. Breaching the provisions of this subparagraph A shall be a default under this Agreement.

     SECTION 5. COMPENSATION

     Section 5.1 General Compensation. Grantee agrees to pay the City as General Compensation during each Compensation Year for the use of the Public Ways throughout the duration of this Agreement (subject to the City’s rights of adjustment set forth in Section 2.3 hereof) a sum equal to the General Compensation as set forth below. The General Compensation during the Compensation Year ending December 31, 1995 shall be the greater of $50,000 or two

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percent (2%) of Grantee’s Total Gross Billings. The General Compensation during the Compensation Year ending December 31, 1996 shall be the greater of $70,000 or two percent of Grantee’s Total Gross Billings. For each Compensation Year beginning in the 1997 Compensation Year (subject to the City’s rights of adjustment set forth in Section 2.3 hereof and to adjustments made pursuant to Section 7.1.2); the General Compensation fees shall be two percent (2%) of Total Gross Billings; but in no case shall the General Compensation for any Compensation Year beginning in 1997 be less than $70,000 (subject to adjustment pursuant to Section 7.1.2), adjusted for the rate of inflation pursuant to the Consumer Price Index for Urban Areas.

     5.1.1 Calculation and Payment on a Monthly Basis. Grantee shall pay to the Director of the Department of Revenue for each month during a Compensation Year an amount equal to the greater of:

(a)	a percentage of applicable minimum fixed fee described in Section 5.1, calculated on the basis of the amount of such minimum fee divided by the number of months in such Compensation Year; or
(b)	the estimated Annual Gross Billings Based Fee for such month.

     The greater of (a) or (b) above shall be referred to as the “Monthly Payment”. Grantee shall forward by check or money order an amount equal to the Monthly Payment by the fifteenth day of the calendar month immediately following the month for which such Monthly Payment is due. Any necessary prorations shall be made.

     5.1.2 Recalculation at End of Each Compensation Year. At the end of each Compensation Year, Grantee shall recalculate the total General Compensation actually due

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pursuant to Section 5.1 hereof. Such results shall be audited pursuant to Section 5.5.3 hereof. If additional amounts are due the City by Grantee, said amounts shall be paid by the fifteenth (15th) day of the second month of the Compensation Year following the Compensation Year during which such amounts were originally due. If Grantee has overpaid the City, the excess shall be taken as a credit against future compensation due the City pursuant to this Agreement, or if the Agreement is terminated, refunded to the extent such overpayment exceeds amounts due under Section 10.4. Any necessary prorations shall be made. On or before July 1 of each year, Grantee shall provide the City with its best estimates of General Compensation for the following calendar year.

     5.1.3 Not a Tax. Payment by Grantee to the City of the General Compensation and other fees and compensation set forth in Section 5 in this Agreement are compensation for use of the Public ways and shall not be considered in the nature of a tax. Such payments shall be separate from and additional to any and all federal, state, local, and municipal taxes, as may be due, which are separate and distinct obligations of Grantee.

     5.1.4 No Right of Setoff. All payments due to the City from Grantee pursuant to this Agreement shall be paid without counter-claim, setoff, deduction, or defense. In the event Grantee does setoff or deduct any amount from any such payment or otherwise reduces the amount due based on a counterclaim or defense, the City shall have the right to, without incurring any liability to Grantee, its customers or any third person, pursue any and all remedies available to it at law or in equity, including without limitation, revocation of this Agreement and the permit described in Section 11.1.

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     Section 5.2 Most Favored Vendee Status; Favorable City Treatment. During the term of this Agreement, the Grantee shall always treat the City as a “most favored vendee”. In the event that the City shall desire to contract for the purchase, lease, or other use of any Services provided by Grantee, or any affiliate of Grantee, Grantee shall, subject to applicable law, offer the City contract terms and conditions no less favorable (including but not limited to, rate of compensation, warranties, and payment) than the most advantageous terms and conditions offered to and accepted by any of Grantee’s customers on similar or identical transactions. Contracts negotiated with the City for the provision of Services shall be amended to include any more favorable terms included in any other customer’s contract related to rates and discounts.

     Section 5.3 Subsequent Action Affecting Compensation. If during the term of this Agreement any court, agency or other authority of competent jurisdiction takes any action or makes any declaration that adversely affects the legality or collection of the General Compensation or the legality or provision of any other compensation which may be negotiated throughout the term of this Agreement, the City and Grantee shall enter into negotiations to amend this Agreement to make the City whole in a manner consistent with said action or declaration by restoring the City to a position equivalent to that which it held prior to said action or declaration.

     Section 5.4 Other Fees. In addition to and unrelated to the payments of the General Compensation and the provision of the Additional Compensation, Grantee shall pay all fees and deposits necessary to obtain federal, state, local and City licenses, permits and authorizations required for construction, installation, maintenance or operation of its District Cooling System.

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     Section 5.5 Financial Audit.

     5.5.1 Records. (A) Grantee shall maintain accurate, complete and satisfactory books of accounts and records of its operations within the City to show Total Gross Billings, on a monthly basis and by service category, consistent with generally accepted accounting principles. To the extent practicable and required to verify the amount of the General Compensation payable to the City and compliance with any other term of this agreement, all such books of accounts and records as well as representatives of franchise holder shall be made available to City for inspection and/or examination during normal business hours, upon reasonable prior notice, at Grantee’s principal office or other office in Chicago. In the event the principal office is not located in Chicago, Grantee shall bear all the expenses of copying and transmitting said books of accounts and records to the City or all costs of the City, including but not limited to meals, hotels, and transportation, in travelling to the principal office of Grantee.

     5.5.2 Annual Audit. Annually, beginning in 1996 no later than August 30th of every Compensation Year during which this Agreement remains in force, Grantee shall supply to the City a copy of said financial statements and a certificate from an independent certified public accountant attesting to an audit showing that the amounts of compensation paid under Section 5.1 for the prior Compensation Year were in compliance with the provisions of Section 5.1 as to General Compensation. The City acknowledges that the financial statements so provided by Grantee are proprietary in nature and shall be held as confidential, subject to the provisions of Section 14.1 hereof.

     5.5.3 City Right of Audit. The City reserves the right, upon ten (10) days written notice to audit and review the records serving as the basis for such audit, which records shall also be regarded as proprietary and confidential subject to the provisions of Section 14.1 hereof. In the

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event the independent audit ordered by the City properly determines that Grantee’s General Compensation paid to the City was underpaid in the prior Compensation Year by more than 5%, Grantee shall bear the cost of the City’s audit.

     SECTION 6. INSURANCE, INDEMNIFICATION, SURETY BOND AND LETTER OF CREDIT

     Section 6.1 Insurance. On or prior to any commencement of construction of Grantee’s Initial Distribution System and in no event later than thirty (30) days following the Effective Date of this Agreement (unless such 30-day period is extended by the City) and at all times thereafter during the term of this Agreement, and thereafter during such time as may be required to remove Grantee’s Distribution Facilities and restore the Public Ways or public property where such Distribution Facilities were constructed), Grantee shall obtain, pay all premiums for, and file with the City Comptroller’s Office of Risk Management the types of insurance specified below with insurance companies authorized to do business in the State of Illinois with a financial rating acceptable to the City in the exercise of its reasonable discretion, covering all operations under this Agreement, whether performed by Grantee or its Contractors. The kinds and amounts of insurance required are as follows:

(A) Worker’s Compensation and Occupational Disease Insurance. Worker’s Compensation and Occupational Disease Insurance in statutory amounts under Illinois Law, covering all employees of the Grantee and any Contractor shall be obtained. Employer’s liability coverage with limits of not less than $500,000 each accident or illness shall be included.

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(B)

Commercial Liability Insurance. (Primary and Umbrella) Commercial Liability or Comprehensive General Liability (Broadform) Insurance with limits of not less than $10,000,000 per occurrence, for bodily injury, personal injury and property damage liability shall be obtained. Products/completed operation, independent contractors, contractual liability, broad form property damage, sudden and accidental pollution, explosion, collapse and underground coverages are to be included. Coverages shall not contain any exclusions unacceptable to the Comptroller’s Risk Management Office. The City is to be named as an additional insured without recourse or right of contribution for any liability arising from the work. Any self-insured retention provision must be approved in advance by the City Comptroller’s Office of Risk Management.

(C)

Railroad Protective Liability Insurance. When any work is to be done adjacent to or on transit property, Grantee shall provide, with respect to the operations Grantee or any Contractor performs, Railroad Protective Liability Insurance (AAR-AASHTO form) in the name of the transit/railroad entity. The policy shall have limits of not less than $2,000,000 per occurrence, combined single limit, for losses arising out of injuries to or death of all persons, and for damage to or destruction of property, including the loss of use thereof. A $6,000,000 annual aggregate may apply.

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(D)

Automobile Liability Insurance (Primary and Umbrella). When any motor vehicles are used in connection with the work to be performed, Grantee shall maintain Automobile Liability Insurance with limits of not less than $2,000,000 per occurrence, combined single limit, for bodily injury and property damage. The City is to be named as an additional insured.

(E)

Professional Liability. When any architects, engineers or consulting firms perform work in connection with Grantee’s Distribution System, Professional Liability insurance shall be maintained with limits of $1,000,000. The policy shall be written for the full term of the Agreement and the policy shall have extended reporting periods of three years. When policies are renewed or replaced, the policy retroactive date must coincide with, or precede the start of the project under this Agreement. Coverage shall include blanket contractual liability.

     Grantee will furnish the City of Chicago, Risk Management Department, Depaul Center, 333 South State, Room 400, Chicago, Illinois 60604 , original Certificates of Insurance evidencing the required coverage to be in force on the date of this contract, and Renewal Certificates of Insurance, of such similar evidence, if the coverages have an expiration or renewal date occurring during the term of this Agreement.

     The insurance hereinbefore specified shall be carried through the period of the Agreement. Failure to carry or keep such insurance in force may constitute a violation of the Agreement, and the City maintains the right to exercise whatever rights and remedies it may have in law or in equity until proper evidence of insurance is provided. In lieu of the foregoing

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coverages, Grantee may self-insure to the extent acceptable to the City’s Risk Management if it provides for a certificate of Self-insurance acceptable to the Risk Manager.

     The insurance shall provide for thirty (30) days prior written notice to be given to the Department of Purchases and the Risk Management Office in the event coverage is substantially changed, canceled, or non-renewed.

     Grantee shall require all Contractors to carry the insurance required herein, or Grantee may provide the coverage for any or all Contractors, and, if so, the evidence of insurance submitted shall so stipulate.

     Grantee expressly understands and agrees that any insurance coverages and limits furnished by Grantee shall in no way limit the Grantee’s liabilities and responsibilities specified within this Agreement or by law.

     Grantee and each Contractor agrees that insurer shall waive their rights of subrogation against the City of Chicago. If any policy required to be purchased pursuant to this Agreement is subject to a deductible or similar provision limiting or reducing coverage, the deductible shall be paid by Grantee in the event of a loss occasioned by Grantee or any Contractor’s negligence or intentional acts.

     Section 6.2 Bond. Grantee shall, not later than the Effective Date, obtain a bond running to the City, which may be annually renewable or multi-year, running to the City with good and sufficient corporate surety acceptable to the City Comptroller in his reasonable discretion, with a minimum amount of Five Million Dollars ($5,000,000). Said bond shall be conditioned upon the faithful performance and discharge of the obligations imposed in this

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Agreement on the Grantee and shall insure the cost of removal, relocation or abandonment of Grantee’s District Cooling System or a portion thereof at any time the City determines the need for removal. The City’s right to recover under the bond shall be in addition to any other rights it may have pursuant to this Agreement or under law. Any proceeds recovered under the bond may be used to reimburse the City for loss of payment of General Compensation by Grantee, including principal and overdue interest, if any, and liquidated damages, if any, in case of default and other valuable consideration given pursuant to this Agreement, and to pay or reimburse the City for such reasonable additional expenses as may accrue or be incurred by the City as a result of Grantee’s failure to comply with this Agreement including, but not limited to, reasonable attorneys fees and the cost of any action or proceeding or judgment against the City, the reasonable cost of removal, relocation or abandonment of Grantee’s facilities, and the cost of any reasonable auditing costs and fees. For the City to recover from the surety or from the Grantee under this Section for removal, relocation, alteration, repair, maintenance or restoration of Grantee’s structures, it is not necessary that the City first perform such work. The Commissioner of the Department of the Transportation is hereby authorized to determine the reasonable cost of performing said removal, relocation, alteration, repair, maintenance or restoration and his decision as to the amount shall be final and binding. The bond shall provide and Grantee agrees that, upon receiving written notification from the Commissioner of the Department of Transportation of the reasonable cost of said removal and restoration, the Grantee and the surety shall pay said amount upon demand together with other reasonable related costs occasioned by any such default.

     Section 6.3 Letter of Credit. In lieu of the bond described in Section 6.2, and at the request of the Commissioner of the Department of Environment, Grantee shall provide the City

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with a letter of credit in the principal amount of Five Million Dollars ($5,000,000). Said letter of credit shall be used to ensure the faithful performance by Grantee of all provisions of this Agreement and compliance with all orders, permits and directions of any agency, commission, board, department division or office of the City having jurisdiction over Grantee’s acts or defaults under this Agreement and for payment by Grantee of any penalties, liens, claims and taxes due the City which arise by reason of the construction, installation, operation or maintenance of Grantee’s Facilities. Said letter of credit shall provide that if Grantee fails to pay the City any General Compensation due the City within the time fixed in this Agreement; or fails to repay the City within ten (10) days any reasonable damages, expenses or costs which the City is compelled to pay by reason of Grantee’s act or omission to act in connection with this Agreement; or fails after three (3) days notice of such failure to comply with any provisions of this Agreement which the Commissioner of the Department of the Transportation reasonably determines can be remedied by a draw on the letter of credit, the City can immediately request payment of the amount of the deficiency, with interest and penalties, if any, from the letter of credit. Upon such request for payment, the City shall notify the Grantee of the amount and date thereof. If amounts are drawn under the letter of credit, Grantee shall take such actions as may be necessary to maintain such letter of credit at full amount within three (3) days of notification by the City of its withdrawal against such letter of credit. The rights reserved to the City under such letter of credit shall be in addition to any other rights it may have pursuant to this Agreement or under law. The form of the letter of credit shall be approved by the Corporation Counsel.

     Section 6.4 Replacement Bond or Letter of Credit. The bond described in Section 6.2 or letter of credit described in Section 6.3 shall contain a covenant or endorsement of the surety

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or the issuer of the letter of credit, as the case may be, to provide sixty (60) days advance written notice by registered mail of such surety’s or issuer’s intention to terminate, substantially change, or not to renew such bond or letter of credit to the Corporation Counsel and the Grantee. In the event of any of the foregoing notices being given, Grantee shall obtain, pay premiums for, and file with the City’s Corporation Counsel a replacement bond or letter of credit as the case may be, which shall begin coverage on or prior to the proposed effective date of such termination, substantial change or non-renewal (“Cancellation Date”); provided, however, that no replacement bond or replacement letter of credit, as the case may be, shall meet the requirements of Section 6 unless it has been approved by the Corporation Counsel on or prior to the Cancellation Date of the bond, or letter of credit being replaced. The City shall approve or reject in writing any proposed replacement bond within thirty (30) business days of submission to the Corporation Counsel. In the event Grantee is unable to procure a replacement bond meeting the requirements of Section 6.2 or a replacement letter of credit meeting the requirements of Section 6.3 by the Cancellation Date, then Grantee can satisfy the requirements of Section 6.1 by depositing the sum of Five Million Dollars ($5,000,000) on or prior to the Cancellation Date into an escrow account for the benefit of the City, which escrow account would be held by a trustee of the City’s choosing pursuant to an escrow agreement reasonably satisfactory to the Corporation Counsel.

     Section 6.5 Failure to Comply is Material Breach. Except as permitted by Section 6.1, failure to carry the insurance required by Section 6.1 throughout the period set forth in Section 6.1 shall constitute a material breach of this Agreement. Except as permitted by Section 6.4, failure to maintain in force a bond meeting the requirements of Section 6.2 or a letter of credit meeting the requirements of Section 6.3 shall constitute a material breach of this Agreement.

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Upon any such material breach, without requirement for any hearing or notice, the permit described in Section 13.1 shall be automatically suspended without further action by the City. Upon such suspension, no further work related to Grantee’s District Cooling System shall be permitted and Grantee shall immediately cease operation of its District Cooling System. Such permit is subject to reinstatement by the City upon compliance by Grantee with the requirements of Section 6.1 and 6.2 and satisfaction by Grantee of such conditions as the City shall determine are necessary for protection of the City. The City further reserves the right to remove or cause the removal of any or all of Grantee’s facilities in the Public Ways subject to this Agreement. The parties hereto agree that a material breach of Sections 6.1 and 6.2 creates irreparable harm against the City for which an injunction is proper.

     Section 6.6 Right to Require Replacement of Bond (or Letter of Credit) or Insurance. If the financial condition of any bonding or insurance company (or letter of credit issuer) issuing a performance bond (or letter of credit) or insurance policy pursuant to Section 6 materially and adversely changes, the City may, at any time, require that any such bond (or letter of credit) or insurance policy be replaced with such other bond (or letter of credit) or insurance policy consistent with the requirements set forth in this Section.

     Section 6.7 Alteration. Grantee shall not materially change or alter the terms or conditions of the bond (or letter of credit) or insurance policies referred to herein or replace or cancel said bond (or letter of credit) or insurance policies without prior approval of the City Comptroller’s Office of Risk Management (in the case of the insurance policies) or the Corporation Counsel (in the case of the bond or letter of credit).

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     Section 6.8 City Comptroller’s Right to Increase Minimum Limits. In the event of changed circumstances that would render the limits of the insurance policies set forth in Section 6 hereof inadequate, the City reserves the right to reasonably increase the minimum limits of such insurance policies, at the end of the policy terms, upon sixty (60) days’ prior written notice to Grantee in order to ensure adequate protection to the City. Within sixty (60) days after the date of notice, Grantee shall increase the limits of such insurance policies, as applicable, to an amount equal to or greater than the increased minimum limits.

     Section 6.9 No Excuse from Performance. None of the provisions contained herein nor the bond (or letter of credit) or any of the insurance policies required herein shall be construed to excuse the faithful performance by Grantee of the terms and conditions of this Agreement or limit the liability of Grantee under this Agreement for any and all damages in excess of the amounts of such performance bond (or letter of credit) or insurance policies.

     Section 6.10 Insurance for Contractors and Subcontractors. Grantee shall provide coverage for any Contractor by either obtaining the necessary endorsements to its insurance policies or requiring such contractor or subcontractor to obtain appropriate insurance coverage consistent with Section 6.1 of this Agreement and appropriate to the extent of its involvement in the construction, installation, maintenance or operation of Grantee’s District Cooling System and shall provide evidence of the foregoing as required in Section 6.1.

     Section 6.11 Indemnity. Grantee shall be responsible for the support, safety and protection of its District Cooling System and Services and the Public ways being used by Grantee and for the safety and protection of all persons and all property coming into contact with Grantee’s facilities or their operations. Grantee shall be responsible for all damage to life, person

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and property due to the acts or omissions of the Grantee, its Contractors, Affiliates, subcontractors, agents or employees, in connection with its activities within Public Ways. Grantee shall, at its sole cost and expense, indemnify, defend, keep and save harmless the City, its officials, boards, commissions, consultants, agents and employees (collectively the “Indemnified Parties”) against any and all suits, causes of action, proceedings and judgments for claims, losses, damages (whether such claims, losses, and damages are for personal injury, property damage or interruption of utility service), liabilities, judgments, cost and expenses (collectively referred as a “Loss”) arising out of the grant of rights pursuant to this agreement and Grantee’s installation, construction and maintenance and operation of its District Cooling System or provision of the Services, or which in any way may result therefrom, whether or not it shall be alleged or determined that a Loss was caused through negligence or omission of Grantee or any of its employees, Affiliates, Contractors, subcontractors, agents or employees. The term “Loss” specifically shall be deemed to include, but not be limited to, any liability for the payment of Workmen’s Compensation under Illinois law which the City is required to make and Grantee specifically covenants to reimburse the City for any such payments made by the City. Grantee expressly understands and agrees that the insurance, bond or insurance required by this Agreement shall in no way limit the responsibility of Grantee to indemnify, keep and save harmless and defend the Indemnified Parties pursuant to this Section. Indemnified expenses shall include, but not be limited to, all out-of-pocket expenses of the City, such as attorney fees, and shall also include the reasonable value of any services rendered by the Corporation Counsel or his assistants or any consultants, employees or agents of the City and all costs and other expenses arising therefrom or incurred in connection therewith. The obligations set forth in this Section 6.8 shall survive termination or revocation of this Agreement.

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     SECTION 7. CONSTRUCTION, INSTALLATION AND MANAGEMENT OF GRANTEE’S DISTRIBUTION SYSTEM

     7.1.1 Initial Distribution Facilities. Prior to the Effective Date of this Agreement, Grantee shall place on file for approval with the Commissioner of the Department of Environment and the Commissioner of the Department of Transportation and the Commissioner of the Department of Buildings prints, maps and plans showing the exact proposed location of the First Plant and all related portions of the Initial Distribution Facilities proposed to be installed in the Public Ways as set forth in Exhibit 1, and the location of each conduit to be entered and the number of manholes or other openings to gain access to said conduit and a proposed construction schedule by utility quarter. Pursuant to City rules and regulations related to the City’s policy for District Energy Systems, the Department of the Environment shall coordinate the City’s review and permitting process for all District Energy Systems, including Grantee’s System. Permits for demolition must be obtained from the City’s Department of Buildings. Revisions to previously approved prints, maps, plans and construction schedules must receive prior approval by the City departments described above and shall be incorporated in amendments to Exhibits 1 and 2. Similar information shall be filed with the Commissioner of the Department of the Environment and the Commissioner of the Department of Transportation for approval prior to the issuance of a permit for any proposed extension, reduction or removal of any part of Grantee’s Initial Distribution Facilities from the Public Way which shall be incorporated in Amendments to Exhibits 1 and 2.

     7.1.2 Additional Distribution Facilities

     (a) No Additional Distribution Facilities may be installed or constructed except in connection with an Approved Plant. Prior to applying with the City for approval of a new Plant,

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Grantee shall file with the City a proposal showing among other things, the proposed Plant location, and the proposed location of all related portions of the System including Additional Distribution Facilities The City may reject or modify such proposal prior to formal submission to City Council of a plan for approval of a Plant.

     (b) Prior to installation in the Public Ways of Additional Distribution Facilities related to a Plant pending City Council approval or which is an Approved Plant, Grantee shall negotiate an amendment to this Agreement with the City, including an amendment to Exhibit 1. Such amendment shall provide for an increase in the minimum fees set forth in Section 5 proportionate to fees established in Section 5 and based on the maximum capacity of the applicable Plant. Such amendment shall be submitted for authorization to the City Council of the City prior to execution of such amendment by the parties. As part of the negotiation of any such amendment, Grantee shall submit to the City such prints, maps and plans as the City shall reasonably request. Upon approval of any such amendment and its execution, Grantee shall proceed to obtain permits for the Additional Distribution System pursuant to the provisions of Section 7.

     7.1.3 Notwithstanding Section 7.1.1 and Section 7.1.2 the Department of Transportation or the Department of the Environment may designate the configuration of Grantee’s Distribution System to minimize use of available Public Ways along which any of the Grantee’s System whether separately or jointly, shall be placed. The Department of Transportation may refuse to permit the Grantee to lay mains or conduits along both sides of, or in more than one part of any street.

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     7.1.4 If the installation of the District Cooling System requires the relocation of facilities within the Public Ways, said relocation or measures to minimize or eliminate the interruption shall be at Grantee’s sole expense.

     Section 7.2 Construction Requirements and Standards.

     7.2.1 In General. Grantee shall construct, install, maintain and operate its District Cooling System in a safe, orderly and workmanlike manner utilizing only materials of good, durable quality with due respect for engineering considerations and in accordance with applicable federal, state, City and local laws and regulations. Grantee shall at all times install its Distribution System in accordance with the standards set by the City’s Department of Transportation, the Department of Environment and the Department of Buildings.

     7.2.2 Compliance Standards. Grantee shall at all times comply with the following:

     (A) Applicable provisions of the Municipal Code of Chicago

     (B) Written standards and permit restrictions of the Department of Transportation or Department of Building applicable to Grantee’s construction, installation, operation and maintenance of its Distribution System.

     (C) Applicable statutes and regulations of the United States (including its agencies) and of the State of Illinois (including its agencies).

     7.2.3 Construction and Installation Procedures. No portion of Grantee’s Distribution System may be constructed, installed or modified on any portion of the Public Ways without prior approval of the Commissioner of the Department of the Environment and the Commissioner of the Department of Transportation and the issuance of a permit therefor.

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Permits will only be issued after written documentation has been received by the Commissioner of the Department of Transportation from the existing users of the Public Ways in the regard to the effect of the proposed installation of Distribution Facilities on such users’ existing facilities. Grantee shall submit to the City documents which set forth the specifications, standards and procedures for construction and installation of its Distribution System. Said specifications, standards and procedures shall be consistent with the highest standards of the district cooling industry and shall, at a minimum, establish procedures to ensure quality work and provide for the safety and protection of residents and property. Said documents shall be submitted to the City for review and Additionally, said specifications, standard and procedures shall provide for, and Grantee’s District Cooling System shall in fact be constructed, to meet the following requirements:

     (i) Latest applicable available industry standards for detecting leaks in District Energy Systems shall be followed by Grantee. Consideration shall be given to “pipe in pipe” construction for the Distribution System. Leak protection plans and procedures (including emergency strategy) for Grantee’s District Cooling System shall be submitted for approval to the Department of Environment and the Department of Transportation; and

     (ii) All portions of the Distribution System shall be designed to preclude freezing and to follow the latest industry standards for District Energy Systems in regard to freezing conditions. To that end, all portions of the Distribution System shall be subject to the City’s “3 foot minimum” cover standards from the top of the pipe to the general cover level unless Grantee shall obtain a waiver from the Department of the

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Environment and the Department of Transportation. Submission of a request for any such waiver shall include adequate justification; and

     (iii) The Distribution System shall be designed to the extent possible not to diminish or prevent access for repair and maintenance of underground facilities, whether owed by the City or by any third party. To the extent that such diminution or prevention is proposed, Grantee shall not proceed unless Grantee has entered into an agreement, which is subject to prior approval by the Department of Transportation, with the owner of the affected utility satisfactory to such owner. Such agreement may provide for replacement, upgrading or relocation of the affected facility.

     Said specifications, standards and procedures shall be submitted to the City for review and approval prior to commencement of construction of any part of Grantee’s Distribution System and shall be modified as the Commissioners of the Department of Environment and of the Department of Transportation may require in the interest of public safety and welfare. If at any time it is determined by the City, in its sole discretion and judgment, that any part of Grantee’s District Cooling System, including, without limitation, any Distribution Facilities or Plants, is harmful to the health or safety of any person, then Grantee shall, at its sole cost and expense, promptly correct all such conditions to the satisfaction of the City or such governmental authority.

     7.2.4 “As Built” Drawings. As each separate facility comprising a portion of Grantee’s District Cooling System is completed, Grantee shall submit to the City “as built” drawings of a size and material satisfactory to the Commissioner of the Department of the Environment and the Commissioner of the Department of Transportation within sixty (60) days after completion of construction of such portions. Grantee shall obtain approval for revisions. Said drawings, set

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forth by utility quarter sections, shall at a minimum include the chilled water conduit system and the location of power supplies and system monitor test points and related equipment installed in the public Ways.

     7.2.5 Emergency or Disaster. In case of emergency or disaster, Grantee shall, upon request of the City, make available its District Cooling System to the City, without costs, for emergency use.

     7.2.6 Adjoining Property Owners. All of Grantee’s District Cooling System shall be so installed and located so as to cause minimum interference with the rights and appearance and reasonable convenience of adjoining property owners and at all times shall be kept and maintained in a safe, adequate and substantial condition, and in good order and repair.

     7.2.7 Adjustment of Utility Facilities. In the event that the location of Grantee’s District Cooling System will require an adjustment of the location of existing public or private utility facilities, Grantee must obtain written consent of the owner of such utility including, where applicable, all relevant City departments to such adjustment and make such arrangements for the payment or reimbursement of the cost of such adjustment as are satisfactory to the owner of such utility including, where applicable, all relevant City departments. No permit for construction pursuant to Section 7.1 will be issued until the Commissioner of the Department of Transportation is satisfied that the requirements of this paragraph 7.2.7 have been satisfied. In no case shall Grantee be entitled to perform such adjustment or disturb such utility facilities without the written consent of the owner of such utility.

     7.2.8 Electrical Work. All Electrical work related to heat, light or power in the Grantee’s District Cooling System shall be performed in accordance with Title XIV of the Code.

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     Section 7.3 Restoration. In the event of disturbance of the Public Ways or private property by Grantee, Grantee shall, at its own expense and in a manner approved by the City or other appropriate governmental authority and/or the owner, rebuild, restore and repair such Public Ways, including any cartways or sidewalks, or private property to the satisfaction of the Department of Transportation. Such restoration shall include curb to curb resurfacing of all affected Public Ways in which Grantee has installed its facilities or made utility cuts. In the event Grantee fails to perform such rebuilding, replacement or restoration, the City shall have the right to do so at the sole expense of Grantee.

     Section 7.4 Suspension or Revocation of Construction Permit. The Commissioner of the Department of Transportation or the Commissioner of the Department of Buildings may suspend or revoke any permit issued by such Department or take any action he deems necessary, including the stopping of work, should Grantee violate the terms of said permit, until said violation has been corrected to said Commissioner’s satisfaction.

     Section 7.5 Other Requirements and Approvals.

     Issuance of a permit by the Commissioner of the Department of Transportation or the Commissioner of the Department of Buildings as to the construction and installation of any portion of Grantee’s District Cooling System does not waive other applicable requirements of federal or Illinois law or the Code and Grantee shall comply with such other requirements. Grantee is further responsible for obtaining approvals related to Grantee’s use of the Public Ways contemplated in this Agreement from other applicable City departments in a timely fashion when and as required.

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     Section 7.6 Underground Facilities Agreement. Upon written direction of the Commissioner of the Department of Transportation, Grantee agrees to apply for, and if accepted, enter into such membership and other agreements as the City shall direct in any City-sponsored utility alert network for underground facilities. Grantee agrees to pay its fair and reasonable share of the costs and expenses incurred for maintaining such network as provided in such agreements.

     SECTION 8. INSPECTION

     Section 8.1 Inspection. The City reserves the right to make, at any time after the Effective Date of this Agreement and throughout the duration of this Agreement, physical on-site inspections of all parts of Grantee’s District Cooling System at the City’s discretion. Grantee will accommodate the City’s monitoring needs by providing a map and the “as built” drawings required by Section 7.2.4 which Grantee shall update quarterly or indicate “no change”, as the case may be, and submit to the City at the time of Grantee’s March, June, September and December payments. Said map will identify the locations of all facilities, and the lineal footage of each portion of Grantee’s District Cooling System located in the Public Ways. The City acknowledges that, subject to the provisions of Section 14.1 hereof, said summaries provided by Grantee are proprietary in nature and shall be held as confidential as to third parties.

     Section 8.2 Trespassing Facilities. Any portion of Grantee’s District Cooling System located in the Public Ways but not properly authorized by this Agreement, as amended pursuant to Section 7.2.1, or properly permitted is known as a “Trespassing Facility”.

Upon discovery of a Trespassing Facility by the City the Commissioner of the Department of the Environment shall have the following options:

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(A)	Order the immediate removal of the Trespassing Facilities from the Public Ways.
(B)	Seek to obtain liquidated damages to the extent provided pursuant to Section 11 hereof.
(C)	Seek other remedies available to the City under the Code, this ordinance or under Illinois Law;

provided that the Commissioner of the Department of the Environment shall waive for a period of thirty (30) days any such remedy in the event he determines that (i) the trespass was inadvertent and (ii) Grantee is making a good faith effort to remove or relocate the Trespassing Facility promptly, so as to correct any violation of this Agreement. Said Waiver may be extended beyond the thirty (30) day correction period by the Commissioner of the Department of the Environment for circumstances beyond the reasonable control of Grantee, but only upon prior approval by the Commissioner of the Department of the Environment of Grantee’s timetable specifying the anticipated date the Trespassing Facility will be removed or relocated so as not to violate this ordinance.

     SECTION 9. CHICAGO FREIGHT TUNNELS

     Section 9.1 In General. Grantee does not presently contemplate using the Chicago Freight Tunnels for its System. Should Grantee desire to use the Chicago Freight Tunnels, Grantee and the City shall negotiate an amendment to this Agreement to encompass the Freight Tunnels. It is acknowledged by Grantee that the Chicago Freight Tunnels are a unique environment and space has become in certain portions thereof a scarce resource. In order to preserve the availability of the Chicago Freight Tunnels for future grantees and permittees and

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because of the nature of Grantee’s District Cooling System and Services, the Grantee may be subject to restrictions which limit the size of the conduit or facilities the Grantee constructs or installs therein or limitations as to the locations of such conduits or facilities as to the use of the Tunnels in general. The City reserves the right to increase the amount of compensation payable under this Agreement and to impose additional fees specifically for the use of the Chicago Freight Tunnels not otherwise described in this Agreement, so long as such fees are nondiscriminatory and reasonable, given the nature of Grantee’s District Cooling System and the nature of its Services. Any use of the Freight Tunnels is also subject to the provisions of any City ordinance or regulation governing the use of the Freight Tunnels. Subject to the foregoing conditions and such restrictions on the availability of space as may be established by the City’s Department of Transportation, Grantee may apply to use the Freight Tunnels for its District Cooling System on the same basis and subject to the same conditions as other grantees and permittees authorized to use the Freight Tunnels for Systems of similar size and purpose on the use of the Freight Tunnels established by the Commissioner of the Department of Transportation.

     SECTION 10. REVOCATION OR TERMINATION OF PRIVILEGES

     Section 10.1 Basis for Revocation. Subject to the provisions of Sections 10.2 and 10.3 of this Agreement, the permission and authority granted by the City to Grantee to use the Public Ways for its District Cooling System pursuant to the Ordinance may be revoked by the City whenever any of the following occur:

(A)	Grantee fails to comply with the conditions of occupancy of the Public Ways set forth herein or in the Municipal Code of Chicago;
(B)	Grantee violates other material terms of this Agreement;

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(C)	Grantee practices fraud or deceit upon the City or its customers, including the intentional or reckless installation of Trespassing Facilities, or fails in any material respect to proceed with due diligence in constructing Grantee’s District Cooling System;
(D)	Grantee fails to provide or pay any material portion of the General Compensation or any other Compensation owed the City when due;
(E)	Grantee fails to furnish an audit when due or fails to cooperate with the reasonable requests by City officials for information or for inspection;
(F)	Grantee becomes insolvent, or unable or unwilling to pay its uncontested debts, or is adjudged bankrupt or seeks relief under the bankruptcy laws.

     Section 10.2 Corrective Period. In the event that the City believes that grounds for revocation exist or have existed, the City shall notify the Grantee in writing, setting forth the nature and facts of such noncompliance. If, within thirty (30) days following such written notification, the Grantee has not furnished reasonably satisfactory evidence that corrective action has been taken or is being actively and expeditiously pursued, or that the alleged violations did not occur, or that the alleged violations were beyond Grantee’s control pursuant to Section 15.12 hereof, the Agreement may be terminated by the Commissioner of the Department of the Environment. Upon good cause, the thirty (30) day correction period shall be extended for such reasonable time as said Commissioner shall determine. Such good cause must be detailed in

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writing to said Commissioner at least five days prior to the lapse of the thirty (30) day correction period.

     Section 10.3 Prior Notice and Hearing. After expiration of such thirty (30) day period (as it may be extended), the Commissioner of the Department of Environment may terminate the Agreement provided that (1) notice has been given to the Grantee that the Commissioner of the Department of Environment proposes to take such action and the grounds therefor and (2) the Grantee has had a reasonable opportunity to be heard by said Commissioner.

     Section 10.4 Early Termination by Grantee. Grantee may request early termination of its privilege to use the Public Ways granted pursuant to this Agreement (“Early Termination”). In order for Grantee to be released pursuant to Early Termination from its obligation to pay General Compensation pursuant to Section 5.1 hereof and to meet the requirements of Section 5.1.5, Grantee must satisfy the following prior conditions:

(1)

Grantee must provide to the Commissioner of the Department of the Environment, the Director of Revenue and the Commissioner of the Department of Transportation written notice of its request to exercise Early Termination and must propose a date, which can be no earlier than six (6) months after the date of said written notice (the “Proposed Early Termination Date”) on which such obligation to pay General Compensation shall cease;

(2)

Grantee shall be obligated to continue to pay, and shall pay General Compensation as required by Section 5.1 hereof for the period up to the Proposed Early Termination Date;

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(3) Grantee shall have fully complied with Section 10.5 hereof; and

     In the event that Grantee satisfies all of the foregoing conditions, Grantee shall be entitled to cease paying General Compensation and meeting the requirements of Section 5.1.5 on and after the Proposed Early Termination Date. Notwithstanding the foregoing, the obligations of Grantee as to a performance bond shall extend until satisfaction of Section 10.5.1 by Grantee and the obligations of Grantee with respect to indemnification of the City set forth in Section 6.10 shall survive any such release.

     Section 10.5 Removal or Abandonment of Grantee’s District Cooling System.

     10.5.1 Removal by Grantee. Upon revocation or termination of the privilege herein granted the Grantee, without cost or expense to the City of Chicago, shall promptly remove or abandon in place, at the option of the City, its District Cooling System and restore the Public Ways where disturbed by removal of said structures or appliances to a proper condition under the supervision and to the satisfaction of the Commissioner of the Department of Transportation and in accordance with this Agreement and the Code. Buildings, plants or structures not on the Public Ways constituting a part of Grantees’ District Cooling System shall be demolished by the Grantee at no cost to the City at the City’s option. In all cases, such facilities which are not removed within one (1) year of such date of termination or revocation shall become the property of the City.

     10.5.2 Removal by the City. In the event of the failure or refusal of the Grantee to remove facilities or restore the Public Ways where facilities are removed, as required by Section 10.5.1, the City may remove or cause the removal of Grantee’s Facilities provided, however, that

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the City shall be reimbursed for the total costs of such removal to the extent that such costs exceed the amount of the bond set forth in Section 6 of this Agreement.

     SECTION 11. SANCTIONS

     Section 11.1 Material Underpayment or Nonpayment. In the event the independent audit provided for in Section 5.5 determines that Grantee made underpayments in any month which exceeded ten percent (10%) of the amount due in said month, or in the event Grantee fails to make any payment on the date due, Grantee shall pay, in addition to the amount due the City, interest thereon compounded daily at the rate of one hundred and fifty percent (150%) of the corporate base rate as computed daily by the First National Bank of Chicago. Interest on the entire sum originally due shall accrue from the date on which the original payment should have been made.

     Section 11.2 Liquidated Damages. The parties agree that the events set forth below will result in damages that will be impracticable or difficult to ascertain. Subject to the provisions of Sections 11.4 and 11.5, Grantee therefore agrees to pay the City the sum of six thousand dollars ($6,000) a day until the violation is corrected, which shall not be considered in the nature of a penalty. Such events are as follows:

(A)	Installation of “Trespassing Facilities” as defined in Section 8.4 of this Agreement;
(B)	Material non-conformance of Grantee’s District Cooling System or any portion thereof with the standards of general applicability of the City set forth in the Code or furnished in writing by the Department of

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	Transportation, the Department of the Environment or the Department of Buildings;
(C)	Failure to remove, modify, replace or relocate facilities within the permitted time (and granted extensions) after a notice from the Commissioner of the Department of Transportation or the Commissioner of the Department of Buildings to remove or relocate such facilities pursuant to Section 3.3.2.

     Section 11.3 Notice of Violation. If the City has reason to believe that Grantee is in violation of this Agreement, Grantee shall be notified in writing of the violation setting forth the nature of such violation. Within thirty (30) days of its receipt of such notice, Grantee shall respond in writing regarding such notice of violation with supporting documentation that such violation did not occur or was beyond Grantee’s control and requesting an opportunity to be heard or shall remedy the violation within such thirty (30) day period; provided, however, that the City may determine that the violation is of such a serious nature that a lesser period for remedying the violation is warranted. Grantee shall remedy the problem or respond within that period. If Grantee cannot reasonably remedy the violation within the time period specified and so informs the City, the City may extend the time permitted for remedying the violation provided Grantee informs the City on a regular basis of the steps being taken to remedy the violation.

     Section 11.4 Notice of Assessment. If within thirty (30) days (or such lesser period specified in the notice) of its receipt of notice of the violation pursuant to Section 11.3 of this Agreement, Grantee fails to submit a written response contesting the notice of violation or, if after requesting an opportunity to be heard, Grantee fails to prove in said hearing that such

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violation did not occur or was beyond its control or if Grantee fails to remedy the violation within any cure period under this Agreement or any extensions thereto, the City, after considering all relevant factors, may impose upon Grantee, liquidated damages or other monetary sanctions from the date of notice of violation in accordance with Sections 11.1 and 11.2 of this Agreement and shall provide Grantee with prior written notice of such assessment. Such notice of assessment shall state the amount to be assessed and provide a date at least fifteen (15) days after receipt of such notice upon which payment for the violation is due.

     Section 11.5 Act or Omission Beyond Grantee’s Control. Grantee shall not be subject to the imposition of liquidated damages referred to herein for any act or omission if such act or omission was beyond Grantee’s control, including but not limited to, events described in Section 15.11 hereof. An act or omission shall not be deemed to be beyond Grantee’s control solely because it was committed, omitted or caused by an Affiliate involved in constructing, installing, maintaining or operating Grantee’s Distribution Facilities within the City of Chicago. The inability of Grantee to obtain financing and the misfeasance or malfeasance of its officers, directors, employees or agents shall not be deemed an act or omission beyond Grantee’s control.

     Section 11.6 Other Rights of City. The right of the City to impose upon Grantee liquidated damages pursuant to Section 11.1 and 11.2 hereof shall be in addition to any other rights or remedies the City has under this Agreement, the Code or other applicable laws including the right of termination pursuant to Section 10 of this Agreement.

     Section 11.7 No Waiver of Rights. The decision by the City to forego the imposition upon Grantee of liquidated damages in a particular instance shall in no way act to waive the City’s rights regarding subsequent violations of this Agreement.

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     SECTION 12. MOST FAVORED NATIONS

     The City Council may authorize another person to construct, install, operate and maintain a District Cooling System in the Public Ways of the City in order to offer Services for profit to more than a single customer pursuant to an ordinance or agreement authorized by ordinance, including any modifications of an existing ordinance or agreement, containing compensation terms which would, if applicable to Grantee’s situation and if applied to Grantee, result in Grantee paying less total annual compensation than the compensation to be paid by Grantee pursuant to Section 5 of this Agreement (said ordinance and/or agreement shall be referred to collectively as an “Alternative Agreement”). In such event, Grantee shall have the option, exercisable in writing within ninety (90) days Grantee of after notice of adoption of the Alternative Agreement, to replace the compensation terms stated in Section 5 of this Agreement with the compensation terms set forth in the Alternative Agreement which are applicable to Grantee’s situation. Grantee shall notify the Commissioner of the Department of the Environment in writing of Grantee’s election to accept such substitute compensation terms pursuant to an agreement amending or replacing this Agreement (the “Amending Agreement”). Notwithstanding anything to the contrary, Grantee’s option to elect to substitute compensation pursuant to this Section 12 shall not provide any retroactive credit for compensation already paid to the City pursuant hereto and shall be conditioned on the acceptance by Grantee in the Amending Agreement of such other provisions of the Alternative Agreement as the Commissioner of the Department of the Environment shall reasonably require in the interest of fairness and uniformity.

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     SECTION 13. CONDITIONS PRECEDENT

     Section 13.1 Permit. The permission and authority herein granted for installation of Grantee’s Distribution System shall be exercised through the permit application process. A permit shall not be issued by the City until (i) proof of insurance as required in Section 6 hereof is submitted to and approved by the City Comptroller’s Office of Risk Management and, (ii) the surety bond (or letter of credit) required by Section 6 is submitted to and approved by the City’s Corporation Counsel.

     SECTION 14. CONFIDENTIALITY

     Section 14.1 Confidentiality. Subject to the provisions of Mayoral Executive Order 89-1 and the Illinois Freedom of Information Act, 5 ILCS 140/1 et. seq. (1992), any customer lists or “as built” drawings, or other similar information properly designated by Grantee to be “Confidential” and provided to the City or its constituent departments pursuant to requirements of this Agreement shall be regarded as proprietary and confidential as to third parties. The foregoing shall not apply to any information which the City can reasonably demonstrate is in the public domain through no breach of this Agreement by the City. In the event that a third party (not under the control of either Grantee or the City), shall request disclosure of any such confidential information from the City in accordance with the Mayoral Executive 89-1 or the Illinois Freedom of Information Act, the City shall confer with Grantee as to whether Grantee authorizes release of such information. In the event that Grantee wishes to continue to preserve the confidential nature of such information, and the City has no reason to believe that such information is not protected from disclosure pursuant to the Illinois Freedom of Information Act or Mayoral Executive Order 89-1, then the City shall not release such confidential information in the absence of a court order; provided that Grantee shall indemnify, defend and hold harmless

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the Indemnified Parties against all claims, damages (including court costs and reasonable attorneys’ fees) which the City may sustain or become liable for which arise from any action to require disclosure of information designated by Grantee to be confidential. In the event that the City is presented with a subpoena duces tecum regarding any documents or information properly designated confidential by Grantee which may be in the City’s possession by reason of this Agreement, the City shall give notice to Grantee (unless subpoena duces tecum prevents the City from providing such notice) with the understanding that Grantee shall have the opportunity to contest such process by any means available to it before such documents or information required to be submitted by the City to a court or other third party.

     In the event that the Grantee shall not elect to undertake appropriate legal proceedings to prevent disclosure of information designated as “confidential”, Grantee shall indemnify, defend and hold harmless the Indemnified Parties against all claims, damages (including court costs and reasonable attorney’s fees) which such Indemnified Parties may sustain or become liable for which arises from any action to require disclosure of such information or resulting from any such disclosure.

     SECTION 15. SPECIAL CONDITIONS AND REPRESENTATIONS

     Section 15.1 No Recourse. Except as expressly provided in this Agreement or at law, the Grantee shall have no recourse against the City for any loss, expense or damage resulting from the terms and conditions of this Agreement or because of the City’s lawful enforcement thereof nor for the City’s failure to have authority to grant the rights conveyed in this Agreement. The City makes no warranty as to the scope or effectiveness of the dedication of any part of the Public Ways in which Grantee may desire to locate its facilities. Furthermore, any such grant is subject to such restriction as may exist, now or in the future under the laws of the State of Illinois

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and the United States of America. Grantee agrees to this Agreement relying upon its own investigation and understanding of the power and authority of the City to grant the Grantee its rights under the Agreement.

     Section 15.2 No Inducement. Grantee acknowledges that it has not been induced to execute this Agreement by any promise, verbal or written, by or on behalf of the City, or by any third person regarding any term or condition of this Agreement not expressed herein. Grantee further states that no such promise has been made to any City employee in regard to the grant of these rights.

     Section 15.3 Acceptance and Acknowledgment. Grantee acknowledges that it has carefully read, understands and accepts without reservation the obligations imposed by the terms and conditions herein. Grantee further accepts the validity of the terms and conditions of this Agreement and will not, at any time, proceed against the City in any claim or proceeding challenging any term or provision of this Agreement.

     Section 15.4 Conflict of Interest. No member of the governing body of the City or other unit of government and no other official, officer, agent or employee of the City is employed by Grantee or has a financial or economic interest, directly or indirectly, in this Agreement or any subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to the Municipal Code of Chicago (Chapter 2-156). No payment, gratuity or offer of employment shall be made in connection with this Agreement by or on behalf of any subcontractors to the Grantee or higher-tier subcontractors or anyone associated therewith, as an inducement for the award of a

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subcontract or order. Grantee acknowledges that any agreement entered into, negotiated or performed in violation of any of the provisions of Chapter 2-156 shall be voidable as to the City.

     Section 15.5 Compliance with Applicable Laws.

          (a) Grantee agrees that in constructing, installing, operating and maintaining its District Cooling System, Grantee shall comply with all applicable laws and regulations and tariffs of the United States and its agencies, the State of Illinois and its agencies, all applicable ordinances and executive orders of the City, all applicable regulations of the Illinois Commerce Commission and such laws, regulations, tariffs, ordinances, and executive orders shall be considered part of this Agreement as though set forth herein.

          (b) If Grantee conducts any business operations in Northern Ireland, it is hereby required that Grantee make all reasonable good faith effort to conduct any such business operations in Northern Ireland in accordance with the McBride Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 Ill. Laws 3220).

          (c) Grantee shall comply with all laws relating to environmental matters including without limitation, those relating to fines, orders, injunctions, penalties, damages, contribution, cost recovery compensation, losses or injuries resulting from the release or threatened release of Hazardous Materials, special wastes or other contaminants including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601 et. seq.) the Hazardous Material Transportation Act (49 U.S.C. Section 1801 et. seq.), the Resource Act (33 U.S.C. Section 1251 et. seq.), the Clean Air Act (42 U.S.C. Section 6901 et. seq.), the Toxic Substances Control Act of 1986 (15 U.S.C. Section 2601 et. seq.), the Safe Drinking Water Act (42 U.S.C. Section 300f), the Occupational Safety and Health Act of 1970 (29 U.S.C. Section 651 et.

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seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. Section 11001 et. seq.), the Illinois Environmental Protection Act (415 ILCS 5/1 et seq. (1992) and the Chicago Municipal Code, each as amended or supplemented, and any analogous future or present local, state or Federal statutes, rules and regulations promulgated thereunder or pursuant thereto, and any other present or future law, ordinance, rule, regulation, permit or permit condition, order or directive regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or by Federal government, any state or any political subdivision thereof, or any agency, court or body of the Federal government, any state or any political subdivision thereof, exercising executive, legislative, judicial, regulatory or administrative functions (collectively “Environmental Laws”).

     Section 15.6 Anti-Corruption Covenant and Representation. Grantee represents that it to the best of its knowledge, their subcontractors, are not in violation of the provisions of Section 2-92-320 of the Municipal Code of Chicago. Section 2-92-320 of the Municipal Code states, in pertinent part, that, except as provided for therein, no person or business entity shall be awarded a contract or subcontract if that person or business entity or an affiliated entity thereof (as defined in that chapter): (i) has been convicted of bribery or attempting to bribe a public officer or employee of the City, the State of Illinois, or any other public entity, in that officer’s or employee’s official capacity; (ii) has been convicted of agreement of collusion among bidders or prospective bidders in restrain of freedom of competition by agreement to bid a fixed price, or otherwise; or (iii) has made an admission of guilt to such conduct described in (i) or (ii) above which is a matter of record but has not been prosecuted for such conduct. Ineligibility under this section shall continue for three years following such conviction or admission. For purposes of Section 2-92-320 when an official, agent or employee of a business entity has committed any

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offense under this section on behalf of such an entity and pursuant to the direction or authorization of a responsible official thereof, the business entity shall be chargeable with the conduct. In connection herewith, Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33E-1 et seq. (1992) as amended, and under the Illinois Municipal Code, 65 ILCS 5/1142.1-1 (1992) which is attached hereto as Exhibit 3 and incorporated by reference as if fully set forth here. Prior to entering into any contractual relationship with any third party in order to perform same under this Master Agreement Grantee shall conduct a diligent investigation in order to determine compliance with this Section. If after Grantee enters into such a contractual relationship, it is determined that such contractual relationship is in violation of this paragraph, Grantee shall immediately cease to use such third party in performing under the authority set forth in this Agreement. In all cases in which Grantee enters into contractual relationships with such third parties, the terms of such contract shall provide that Grantee shall be entitled to recover all payments made by Grantee to such third party if prior to or subsequent to the beginning of such contractual relationship the use of such third party in order to perform under this Agreement would be violative of this Section 15.8.

     Section 15.7 Cooperation With Inspector General. It shall be the duty of Grantee, all subcontractors and all officers, directors, agents, partners and employees of Grantee to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Chicago Municipal Code. Grantee understands and will abide by all provisions of Chapter 2-56 of the Municipal Code of Chicago. Grantee shall inform all its subcontractors of the provision and require understanding and compliance herewith.

     Section 15.8 Business Documents and Disclosure of Ownership Interests. Grantee has provided copies of the latest articles of incorporation of Grantee their respective by-laws and

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resolutions, and evidence of Grantee’s authority to do business in the State of Illinois including certifications of good standing with the office of the Secretary of State of Illinois. Grantee has provided the City with Disclosure of Ownership Interest Affidavit completed copies of which are attached hereto and incorporated by reference herein as Exhibit 4.

     Section 15.9 MBE/WBE Compliance. Grantee shall attain no less than a twenty-five percent (25%) Minority-Owned Business Enterprise (“MBE”) and a five percent (5%) Women-Owned Business Enterprise (“WBE”) utilization levels applicable to Grantee’s payment to outside contractors and subcontractors in relation to those activities designated hereunder as “Activities” (see the City’s Minority-Owned and Women-Owned Business Enterprise Procurement Program, the Code, Section 2-92-420 (et. seq.)).

     “MBE/WBE Activities” are, within the City, installation and construction services within customer buildings, outside buildings, and construction of buildings housing Approved Plants for Grantee’s District Cooling System, such MBE/WBE Activities to include, but not be limited to, installation, construction and repair of Distribution Facilities.

     Grantee shall furnish to the City Annual reports detailing its compliance with the provisions of this Section 15.09. If a report shows noncompliance with the MBE and WBE percentages, the City shall provide Grantee with notice of noncompliance. The Grantee shall use its best efforts to cure the noncompliance over a reasonable period following the notice.

     Section 15.10 Compliance with the Environmental Laws. Grantee shall comply with all laws relating to environmental matters including without limitation, those relating to fines, orders, injunctions, penalties, damages, contribution, cost recovery compensation, losses or injuries resulting from the release or threatened release of Hazardous Materials, special wastes or

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other contaminants including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601 et. seq.) the Hazardous Material Transportation Act (49 U.S.C. Section 1801 et. seq.), the Resource Act (33 U.S.C. Section 1251 et. seq.), the Clean Air Act (42 U.S.C. Section 6901 et. seq.), the Toxic Substances Control Act of 1986 (15 U.S.C. Section 2601 et. seq.), the Safe Drinking Water Act (42 U.S.C. Section 300f), the Occupational Safety and Health Act of 1970 (29 U.S.C. Section 651 et. seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. Section 11001 et. seq.), the Illinois Environmental Protection Act (415 ILCS 5/1 et seq.) and the Chicago Municipal Code, each as amended or supplemented, and any analogous future or present local, state or Federal statutes, rules and regulations promulgated thereunder or pursuant thereto, and any other present or future law, ordinance, rule, regulation, permit or permit condition, order or directive regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials or by Federal government, any state or any political subdivision thereof, or any agency, court or body of the Federal government, any state or any political subdivision thereof, exercising executive, legislative, judicial, regulatory or administrative functions (collectively “Environmental Laws”).

     If any of the above laws require the Grantee to file any notice or report of a release or threatened release of Hazardous Materials or special wastes on, under or about any premises used by Grantee to perform the services required hereunder, the Grantee shall provide a copy of such report or notice to the City. In the event of a release or threatened release of Hazardous Materials, special waste or other contaminants into the environment by Grantee or its Contractors or in the event any claim, demand, action or notice is made against the Grantee regarding the Grantee’s failure or alleged failure to comply with any of the above environmental laws, in regard to activities related to Grantee’s system, Grantee shall immediately notify the City in

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writing and shall provide the City with copies of any written claims, demands, notices or actions so made. Grantee shall comply with the rules and regulations stated in any applicable mandatory recycling ordinance enacted or amended by the City Council of the City of Chicago.

     If Grantee fails to comply with any of the above referenced environmental laws, the City may terminate this Agreement in accordance with the default provisions of this Agreement.

     For purposes of this provision, the following definitions shall apply.

     “Hazardous Materials” means friable asbestos or asbestos-containing materials, polychlorinated biphenyls (PCB’s) petroleum or crude oil or any fraction thereof, natural gas, special nuclear materials; and by product materials regulated under the Atomic Energy Act (42 U.S.C Section 2011, et. seq.), pesticides regulated under the Federal Insecticide Fungicide and Rodenticide Act (7 U.S.C. Section 136 et. seq.) and any hazardous waste, toxic or dangerous substance or related material, including any material defined or treated as “hazardous substance,” “hazardous waste,” “toxic substance,” or contaminant (or comparable term) under any of the Environmental Laws.

     “Special Wastes” means those substances as defined in Section 415 ILCS 5/3.45 of the Illinois Environmental Protection Act, and as further referred to in Section 809.13 of 35 Illinois Code, Subtitle G, ch. 1.

     Filings. The Grantee shall provide to the City a copy of each periodic report or record filed with any state or federal agency regulating the Grantee’s rates, service, issuance of securities, or compliance with affirmative action and equal opportunity requirements.

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     Section 15.11 Residency. Except as otherwise prohibited by law, Grantee and its Contractors which have been awarded contracts of $100,000 or over for construction and installation work related to Grantee’s District Cooling System within customer buildings and outside buildings and construction of buildings housing Approved Plants, such work including but not limited to, the installation, construction and repair of Distribution Facilities shall comply with the minimum percentage of total worker hours performed by actual residents of the City of Chicago specified in Section 2-92-330 of the Municipal Code of Chicago (at least fifty percent of the total worker hours shall be performed by actual residents of the City of Chicago); provided, however, that in addition to complying with this percentage, Grantee and its Contractors shall make good faith efforts to use qualified residents of the City of Chicago in both unskilled and skilled labor position.

     A contractor may request a reduction or waiver of this minimum percentage level of Chicagoans in accordance with standards and procedures developed by the City.

     (i) Definitions. For this Section 15.11, “actual residents of the City of Chicago shall mean persons domiciled within the City of Chicago. The domicile is an individual’s one and only true, fixed and permanent home and principal establishment.

     (ii) Documentation. Grantee shall provide for the maintenance of adequate employee residency records to ensure that actual Chicago residents are employed on the project.

     (iii) Access to Records. Full access to Grantee’s and its Contractors employment records shall be granted to the City or its duly authorized representatives. Grantee and its Contractors shall maintain all relevant personnel data in records for a period of at least three years after termination of this Agreement. At the direction of the City, affidavits and other

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supporting documentation will be required of Grantee to verify or clarify an employee’s actual address when doubt or lack of clarity arises.

     Section 15.12 Force Majeure. Grantee shall not be deemed in violation of this Agreement for the delay in performance or failure to perform in whole or in part its obligations under this Agreement due to strike, war or act or war (whether an actual declaration is made or not), insurrection, riot, act of public enemy, accident, fire, flood or other act of God or by other events to the extent that such are caused by circumstances beyond Grantee’s control and any such delay or failure to perform shall not be deemed to be a violation of this Agreement. In the event that the delay in performance or failure to perform affects only part of Grantee’s capacity to perform its obligations under this Agreement, Grantee shall perform such obligations to the extent it is able to do so in as expeditious a manner as possible. Grantee shall promptly notify the Commissioner of the Department of the Environment or the Commissioner of the Department of Transportation, as appropriate, in writing of an event covered by this Section and the date, nature and cause thereof. Furthermore, Grantee, in such notice, shall indicate the anticipated extent of such delay and the obligations under this Agreement to be affected thereby. The provisions of this Section 15.11 shall not excuse Grantee’s failure to pay General Compensation when due pursuant to Section 5.1.

     SECTION 16. GENERAL PROVISIONS.

     Section 16.1 Governing Law. This Agreement shall be construed pursuant to the laws of the State of Illinois.

     Section 16.2 Descriptive Headings. Section headings are descriptive and used merely for the purpose of organization and where inconsistent with the text are to be disregarded.

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     Section 16.3 Notices. Unless otherwise specified herein, all notices, requests, designations, deliveries, approvals, consents, demands and waivers required or provided hereunder or desired by the parties hereto shall be in writing and shall be deemed properly served if hand-delivered to the parties at the following addresses (effective on delivery) or if sent by registered or certified mail, postage prepaid, return receipt requested, addressed to the parties at the following addresses (effective on mailing):

(i) IF TO GRANTEE:
(ii) IF TO THE CITY:	Department of Environment 320 North Clark Street Room 600A Chicago, Illinois 60610 Attention: Commissioner
	Department of Transportation City of Chicago 320 North Clark Street Room 600 Chicago, Illinois 60610 Attention: Commissioner

or to such other parties or other addresses as either party may designate by notice to the other. The specification of a number of days’ or months’ notice shall mean notice of not less than such number of days or months, unless otherwise provided in this Agreement.

     Section 16.4 Invalidity. If any section, paragraph or provision of this Agreement shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Agreement.

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     Section 16.5 Parties. Except where the context would require a different meaning, all references to Grantee or the City include each of its and their officials, officers, directors, employees, shareholders, agents and permitted assigns, and legal representatives. No member, individually or collectively, of the City Council or agent or employee of the City and no officer or director of Grantee incurs or assumes any individual or personal liability by the execution of this Agreement or by reason of default in the performance of any of the terms hereof. All such liability of such officials, agents and employees of the City and officers and directors of Grantee, unless otherwise required by law, is hereby released as a condition of and in consideration for the execution of this Agreement. The signatories to this Agreement, do however, by execution thereof, warrant their authority to sign this Agreement.

     Section 16.6 Choice of Forum. Any legal action regarding this Agreement shall be brought in the appropriate court located in Chicago, Illinois. The parties hereby submit to the personal jurisdiction and venue of such courts located in Chicago, Illinois for the purpose of enforcing the provisions of this Agreement.

     Section 16.7 Waiver. Failure or delay on the part of the City to exercise any right, power, privilege, or remedy hereunder shall not constitute a waiver thereof. A waiver, to be effective, must be in writing, and must be signed by the appropriate City officials making the waiver. A written waiver of default shall not operate as a waiver of any other default or of the same type of default on a future occasion.

     Section 16.8 Amendment. No revision, modification, or amendment of this Agreement shall be effective unless it is in writing and signed by duly authorized representatives of the City

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and Grantee. Typographical errors may be corrected or other minor changes made to this Agreement if those corrections are initialed by the party to be bound.

     SECTION 17. EXECUTION COPIES.

     This Agreement is executed in triplicate, each of which shall constitute an original instrument.

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     IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its name and behalf as of the date first written by its Mayor, its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and its seal to be hereunto duly affixed and attested by its City Clerk, and the Grantee has signed and sealed the same on or as of the day and year first written.

(SEAL)	CITY OF CHICAGO
ATTEST:
/s/ Ernest R. Wish	BY:	/s/ Illegible
City Clerk, City of Chicago	TITLE:	Mayor, City of Chicago
Reviewed as to form and legality:	BY:	/s/ Illegible
/s/ Illegible
	TITLE:	Commissioner of the
Assistant Corporation Counsel		Department of the Environment
	BY:	/s/ Illegible
		Director of the Department of
		Revenue
	BY:	/s/ Illegible
	TITLE:	Commissioner of the
		Department of Transportation
	NORTHWIND INC.
	BY:	/s/ Robert D. Fredericksen
	TITLE:	Vice President and General
		Manager
ATTEST:
/s/ Dennis F. O’Brien
Treasurer

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[Daley and George, Ltd. Letterhead]

July 17, 1995

Mr. Robert D. Fredericksen
Unicom Thermal Technologies, Inc.
30 West Monroe Street
Suite 500
Chicago, Illinois 60603

In re:	First Amendment to District Cooling System Agreement
	between the City of Chicago and
	Unicom Thermal Technologies, Inc.

Dear Bob:

     I am enclosing herein an executed copy of the First Amendment to the District Cooling System Use Agreement between the City of Chicago and Unicom Thermal Technologies, Inc.

     After you have reviewed the Agreement, if you have any questions please call me.

Sincerely,

John J. George

JJG:ml

Enclosure

M’FRED.LTR

     This First Amendment to District Cooling System Use Agreement (the “First Amendment”), dated as of June 1, 1995 (the “Effective Date”) by and between the CITY OF CHICAGO, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and UNICOM THERMAL TECHNOLOGIES, INC., an Illinois corporation, formerly known as NORTHWIND INC. (the “Grantee”) and a wholly owned subsidiary of Unicom Enterprise which is 100% owned by Unicom Corporation.

WITNESSETH:

     WHEREAS, the City of Chicago and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994 (the “Original Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, Exhibit 1 to the Original Agreement describes the “Initial Distribution Facilities” for the Grantee’s System and the Grantee’s “First Plant” (as those terms are defined in the Original Agreement); and

     WHEREAS, Exhibit 2 to the Original Agreement provides the Location Map of the Grantee’s System, including the Initial Distribution Facilities; and

     WHEREAS, the Grantee has now obtained approval from the City for a new chilling plant and/or ice production plant to be located at the Northwest corner of South Franklin Street and West Congress Parkway (the “Second Plant”) and desires to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances in the City’s public ways (the “Additional Distribution Facilities”) associated with both the First Plant and the Second Plant; and

     WHEREAS, the Grantee desires to amend the Original Exhibits to include the Second Plant and to include the Additional Distribution Facilities, as further described and depicted in Exhibits 1 and 2 attached to this First Amendment (the “Amended Exhibits”); and

     WHEREAS, the City Council of the City on May 17, 1995 approved execution of a First Amendment to the Original Agreement in substantially the form of this First Amendment, including the Amended Exhibits; and

     WHEREAS, the Grantee has changed its name from Northwind, Inc. to Unicom Thermal Technologies, Inc. and wishes to amend the Agreement to reflect this change of name; and

     WHEREAS the City and the Grantee now desire to amend the Agreement on the terms and conditions set forth below;

     NOW, THEREFORE,

     It is agreed by the parties hereto as follows:

     Section 1. The above recitals are expressly incorporated herein and made a part of this First Amendment by reference as though fully set forth therein.

     Section 2. As of the Effective Date of this First Amendment, the Old Exhibits are deemed superseded and replaced by the Amended Exhibits.

     Section 3. As of the Effective Date of this First Amendment, wherever the Original Agreement (including Section 1 and all exhibits and attachments) refers to the Grantee as meaning “Northwind, Inc.”, the Grantee shall be deemed to mean Unicom Thermal Technologies, Inc.

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     Section 4. As of the Effective Date, pursuant to Section 7.1.2(b) of the Original Agreement, Section 5.1 of the Original Agreement is hereby amended in its entirety to read as follows:

     “Section 5.1 General Compensation.

Grantee agrees to pay the City as General Compensation during each Compensation Year for the use of the Public Ways throughout the duration of this Agreement (subject to the City’s rights of adjustment set forth in Section 2.3 hereof) a sum equal to the General Compensation as set forth below. The General Compensation during the Compensation Year ending December 31, 1995 shall be the greater of $50,000 or two percent (2%) of Grantee’s Total Gross Billings. The General Compensation during the Compensation Year ending December 31, 1996 shall be the greater of $140,000 or two percent (2%) of Grantee’s Total Gross Billings. The General Compensation during the Compensation Year ending December 31, 1997 shall be the greater of $190,000 or two percent (2%) of Grantee’s Total Gross Billings. For each Compensation Year beginning with the 1998 Compensation Year (subject to the City’s rights of adjustment set forth in Section 2.3 hereof and to adjustments made pursuant to Section 7.1.2), the General Compensation fees shall be two percent (2%) of Total Gross Billings; but in no case shall the General Compensation for any Compensation Year beginning with 1998 be less than $190,000 (subject to adjustment pursuant to Section 7.1.2), adjusted for the rate of inflation during the preceding Compensation Year pursuant to the Consumer Price Index for Urban Areas.”

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     Section 5. As of the Effective Date, Section 12 of the Original Agreement shall he deemed null, void and of no further effect.

     Section 6. Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is employed by Grantee or has a personal financial or economic interest directly or indirectly in this Agreement or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to the Municipal Code of Chicago (Chapter 2-156). No payment, gratuity or offer of employment shall be made in connection with this ordinance by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of Chapter 2-156 shall be voidable as to the City.

     Section 7. Neither Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33E-11 (1992), as amended, and under the Illinois Municipal Code, Ill. Rev. Stat. Ch. 24 § 11-42-1 (1989) (1990 Supp.).

     Section 8. It shall be the duty of Grantee, all contractors, and all officers, directors, agents, partners, and employees of Grantee to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Code. Grantee shall inform all its contractors of the provision and require understanding and compliance herewith.

     Section 9. Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois.

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Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.

     Section 10. If Grantee conducts any business operations in Northern Ireland, it is hereby required that Grantee make all reasonable and good faith efforts to conduct any such business operations in Northern Ireland in accordance with the MacBride Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 Ill. Laws 3220).

     Section 11. Except as expressly modified in this First Amendment, all other terms, covenants and conditions in the Original Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Original Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof. Except as set forth in this First Amendment, all defined terms in the Agreement are used in the First Amendment with the same meaning that such terms have in the Original Agreement.

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     IN WITNESS WHEREOF, the City has caused this First Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written.

(SEAL)	CITY OF CHICAGO
	By:	/s/  [ILLEGIBLE]
		TITLE:	Commissioner of the Department of Environment
Reviewed as to form and legality:
/s/  [ILLEGIBLE]	By:	/s/  [ILLEGIBLE]
Assistant Corporation Counsel		TITLE:	Director of the Department of Revenue
	By:	/s/  [ILLEGIBLE]
		TITLE:	Commissioner of the Department of Transportation
ATTEST:	UNICOM THERMAL TECHNOLOGIES, INC.
/s/  [ILLEGIBLE]	By:	/s/  Robert D. Frederickson
		TITLE:	Vice President and General Manager

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EXHIBIT 1

     The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the Approved Plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact locations of Grantee’s Distribution Facilities.

Production Plant Number 1:	Northeast corner of South State Street and East Adams Street
Distribution Piping:	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Madison Street. In Adams Street from LaSalle Street to Michigan Avenue.
Production Plant Number 2:	Northwest corner of S. Franklin Street and W. Congress Parkway
Distribution Piping:	In Van Buren Street, from Wacker Drive to Financial Place. In Franklin Street proceeding for 200 feet north, more or less, from the intersection of Van Buren Street. In Financial Place, from Jackson Boulevard to Van Buren Street. In Jackson Boulevard, from the intersection of Financial Place to Clark Street. In LaSalle Street from Jackson Boulevard to Washington Boulevard.

     This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend the locations of the Distribution Facilities based on changes in construction conditions. All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

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EXHIBIT 1

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	CITY COUNCIL
		COMMITTEE MEMBERSHIPS
	CITY OF CHICAGO
		TRANSPORTATION AND PUBLIC
	________________	WAY
[SEAL OF CITY OF CHICAGO]		(CHAIRMAN)
	COUNCIL CHAMBER	BUDGET AND GOVERNMENT
	SECOND FLOOR, CITY HALL	OPERATIONS
		COMMITTEES, RULES AND ETHICS
		ENERGY, ENVIRONMENTAL
		PROTECTION, AND
PATRICK M. HUELS		PUBLIC UTILITIES
ALDERMAN, 11TH WARD		FINANCE
3659 S. HALSTED ST. 60609		HOUSING AND REAL ESTATE
TELEPHONE: 254-6677		HUMAN RELATIONS
FAX (312) 254-8776		TRAFFIC CONTROL AND SAFETY

CHICAGO, May 16, 1995

To the President and Members of the City Council:

     Your Committee on Transportation and Public Way begs leave to recommend that Your Honorable Body Pass an ordinance introduced by the Honorable Mayor Richard M. Daley amending the use agreement between the City and Northwind, Incorporated originally passed by the City Council on September 14, 1994, pp. 57077-57149 of the C.J.P. Said amendment authorizes additional distribution facilities. This ordinance was referred to the Committee on April 12, 1995.

     This recommendation was concurred unanimously by a viva voce vote of the members of the Committee with no dissenting vote.

Respectfully submitted,

PATRICK M. HUELS
Chairman

ORDINANCE

     WHEREAS, on the 14th day of September, 1994 the City Council of the City of Chicago, Illinois (the “City”) adopted an Ordinance published in the Journal of Proceedings of the City Council at pages 57077 through 57149 authorizing the City to enter into a “District Cooling Use Agreement” (the “Original Agreement”) with Northwind, Inc., (“Grantee”), which grants to Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, the City and Grantee entered into the Original Agreement as of October 1, 1994; and

     WHEREAS, Exhibit 1 to the Agreement describes the “Initial Distribution Facilities” for the Grantee’s System and the Grantee’s “First Plant” (as those terms are defined in the Original Agreement); and

     WHEREAS, Exhibit 2 to the Agreement provides the Location Map of Grantee’s System, including Initial Distribution Facilities; and

     WHEREAS, Grantee has now obtained approval from the City for a new chilling plant and/or ice production plant to be located at the Northwest corner of South Franklin Street and West Congress Parkway (the “Second Plant”) and desires to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances in the City’s public ways (the “Additional Distribution Facilities”) associated with both the First Plant and the Second Plant; and

     WHEREAS, Grantee desires to amend Exhibits 1 and 2 to the Original Agreement to include the Second Plant and to include Additional Distribution Facilities, as further described and depicted in Exhibit A to this Ordinance; and

     WHEREAS, the City does not object to such amendment of Exhibits 1 and 2; and

     WHEREAS, Grantee has changed its name from Northwind, Inc. to Unicom Thermal Technologies, Inc. and wishes to amend the Original Agreement to reflect this change of name; and

     WHEREAS, pursuant to Section 7.1.2 of the Original Agreement, Grantee’s minimum fees set forth in Section 5 of the Original Agreement shall be increased proportionate to the maximum capacity of the Second Plant; now, therefore,

     BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:

     SECTION 1: The above recitals are expressly incorporated herein and made a part of this ordinance by reference as though fully set forth herein.

     SECTION 2: Subject to the approval of the Corporation Counsel, the Commissioner of the Department of the Environment, the Commissioner of the Department of Transportation, and the Director of the Department of Revenue are hereby authorized to enter into and execute on behalf of the City, a First Amendment to the Original Agreement (the “First Amendment”) substantially in the form attached hereto as Exhibit A, subject to such changes as such officials shall approve, their signature being conclusive evidence of their acceptance of such changes.

     SECTION 3: This Ordinance shall be in full force and effect from and after its passage.

     SECTION 4: All ordinances and resolutions, or parts thereof, in conflict with this ordinance are, to the extent of such conflict, hereby repealed.

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EXHIBIT A

     This First Amendment to District Cooling System Use Agreement (the “First Amendment”), dated as of                    , 1995 (the “Effective Date”) by and between the CITY OF CHICAGO, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and UNICOM THERMAL TECHNOLOGIES, INC., an Illinois corporation, formerly known as NORTHWIND INC. (the “Grantee”) and a wholly owned subsidiary of Unicom Enterprise which is 100% owned by Unicom Corporation.

WITNESSETH:

     WHEREAS, the City of Chicago and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994 (the “Original Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, Exhibit 1 to the Original Agreement describes the “Initial Distribution Facilities” for the Grantee’s System and the Grantee’s “First Plant” (as those terms arc defined in the Original Agreement); and

     WHEREAS, Exhibit 2 to the Original Agreement provides the Location Map of the Grantee’s System, including the Initial Distribution Facilities; and

     WHEREAS, the Grantee has now obtained approval from the City for a new chilling plant and/or ice production plant to be located at the Northwest corner of South Franklin Street and West Congress Parkway (the “Second Plant”) and desires to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances in the City’s public ways (the “Additional Distribution Facilities”) associated with both the First Plant and the Second Plant; and

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     WHEREAS, the Grantee desires to amend the Original Exhibits to include the Second Plant and to include the Additional Distribution Facilities, as further described and depicted in Exhibits 1 and 2 attached to this First Amendment (the “Amended Exhibits”); and

     WHEREAS, the City Council of the City on                    , 1995 approved execution of a First Amendment to the Original Agreement in substantially the form of this First Amendment, including the Amended Exhibits; and

     WHEREAS, the Grantee has changed its name from Northwind, Inc. to Unicom Thermal Technologies, Inc. and wishes to amend the Agreement to reflect this change of name; and

     WHEREAS the City and the Grantee now desire to amend the Agreement on the terms and conditions set forth below;

     NOW, THEREFORE,

     It is agreed by the parties hereto as follows:

     Section 1. The above recitals are expressly incorporated herein and made a part of this First Amendment by reference as though fully set forth therein.

     Section 2. As of the Effective Date of this First Amendment, the Old Exhibits are deemed superseded and replaced by the Amended Exhibits.

     Section 3. As of the Effective Date of this First Amendment, wherever the Original Agreement (including Section 1 and all exhibits and attachments) refers to the Grantee as meaning “Northwind, Inc.”, the Grantee shall be deemed to mean Unicom Thermal Technologies, Inc.

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     Section 4. As of the Effective Date, pursuant to Section 7.1.2(b) of the Original Agreement, Section 5.1 of the Original Agreement is hereby amended in its entirety to read as follows:

     “Section 5.1 General Compensation.

Grantee agrees to pay the City as General Compensation during each Compensation Year for the use of the Public Ways throughout the duration of this Agreement (subject to the City’s rights of adjustment set forth in Section 2.3 hereof) a sum equal to the General Compensation as set forth below. The General Compensation during the Compensation Year ending December 31, 1995 shall be the greater of $50,000 or two percent (2%) of Grantee’s Total Gross Billings. The General Compensation during the Compensation Year ending December 31, 1996 shall be the greater of $140,000 or two percent (2%) of Grantee’s Total Gross Billings. The General Compensation during the Compensation Year ending December 31, 1997 shall be the greater of $190,000 or two percent (2%) of Grantee’s Total Gross Billings. For each Compensation Year beginning with the 1998 Compensation Year (subject to the City’s rights of adjustment set forth in Section 2.3 hereof and to adjustments made pursuant to Section 7.1.2), the General Compensation fees shall be two percent (2%) of Total Gross Billings; but in no case shall the General Compensation for any Compensation Year beginning with 1998 be less than $190,000 (subject to adjustment pursuant to Section 7.1.2), adjusted for the rate of inflation during the preceding Compensation Year pursuant to the Consumer Price Index for Urban Areas.”

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     Section 5. As of the Effective Date, Section 12 of the Original Agreement shall be deemed null, void and of no further effect.

     Section 6. The Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is employed by the Grantee or has a personal financial or economic interest directly or indirectly in this Agreement or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to the Municipal Code of Chicago (Chapter 2-156). No payment, gratuity or offer of employment shall be made in connection with this ordinance by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of Chapter 2-156 shall be voidable as to the City.

     Section 7. Neither the Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, the Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33E-11 (1992).

     Section 8. It shall be the duty of the Grantee, all contractors, and all officers, directors, agents, partners, and employees of the Grantee to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall inform all its contractors of the provision and require understanding and compliance herewith.

     Section 9. The Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of

6

Illinois. The Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.

     Section 10. If the Grantee conducts any business operations in Northern Ireland, it is hereby required that the Grantee make all reasonable and good faith efforts to conduct any such business operations in Northern Ireland in accordance with the MacBride Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 Ill. Laws 3220).

     Section 11. Except as expressly modified in this First Amendment, all other terms, covenants and conditions in the Original Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Original Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof. Except as set forth in this First Amendment, all defined terms in the Agreement are used in the First Amendment with the same meaning that such terms have in the Original Agreement.

* * *

[Signature page follows]

7

     IN WITNESS WHEREOF, the City has caused this First Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written.

(SEAL)	CITY OF CHICAGO
	By:
		TITLE:	Commissioner of the Department
			of Environment
Reviewed as to form and legality:
	By:
Assistant Corporation Counsel		TITLE:	Director of the
			Department of Revenue
	By:
		TITLE:	Commissioner of the Department
			of Transportation
ATTEST:	UNICOM THERMAL TECHNOLOGIES, INC.
	By:
		TITLE:	Vice President and
			General Manager

8

EXHIBIT 1

     The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the Approved Plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall he presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact locations of Grantee’s Distribution Facilities.

Production Plant Number 1:	Northeast corner of South State Street and East Adams Street
Distribution Piping:	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Madison Street. In Adams Street from LaSalle Street to Michigan Avenue.
Production Plant Number 2:	Northwest corner of S. Franklin Street and W. Congress Parkway
Distribution Piping:	In Van Buren Street, from Wacker Drive to Financial Place. In Franklin Street proceeding for 200 feet north, more or less, from the intersection of Van Buren Street. In Financial Place, from Jackson Boulevard to Van Buren Street. In Jackson Boulevard, from the intersection of Financial Place to Clark Street. In LaSalle Street from Jackson Boulevard to Washington Boulevard.

     This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend the locations of the Distribution Facilities based on changes

9

in construction conditions. All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

10

EXHIBIT 2

11

[CITY COUNCIL SEALS AND
SIGNATURES]

Document No. PO 95-1144

12

Reclassification Of Area Shown On Map Number 2-F.

     Be It Ordained by the City Council of the City of Chicago:

     SECTION 1. That the Chicago Zoning Ordinance be amended by changing all the C3-7 Commercial Manufacturing District symbols and indications as shown on Map No. 2-F in the area bounded by:

West Van Buren Street; South Franklin Street; West Congress Parkway; and South Wacker Drive,

to the designation of a Business Planned Development which is hereby established in the area above described, subject to such use and bulk regulations as are set forth in the Plan of Development herewith attached and made a part thereof and to no others.

     SECTION 2. This ordinance shall be in force and effect from and after its passage and due publication.

480 JOURNAL — CITY COUNCIL — CHICAGO 5/2/95

Plan of Development Statements referred to in this ordinance read as follows:

Business Planned Development Number __________

Plan Of Development

Statements.

1.	The area delineated herein as a Business Planned Development consists of approximately 57,937 square feet (1.33 acres) and is owned or controlled by the Applicant, Unicom Thermal Technologies, Inc.
2.	All applicable official reviews, approvals or permits are required to be obtained by the Applicant or its successors, assignees, or grantees. Any dedication or vacation of streets or alleys, or easements, or adjustments of right-of-ways, or consolidation or resubdivision of parcels, shall require a separate submittal on behalf of the Applicant or its successors, assignees, or grantees and approval by the City Council.
3.	The requirements, obligations and conditions contained within this Planned Development shall be binding upon the Applicant, its successors and assigns and, if different than the Applicant, the legal title holders and any ground lessors. All rights granted hereunder to the Applicant shall inure to the benefit of the Applicant’s successors and assigns and, if different than the Applicant, the legal title holder and any ground lessors. Furthermore, pursuant to the requirements of Section 11.11-1 of the Chicago Zoning Ordinance, the Property, at the time applications for amendments, modifications or changes (administrative, legislative or otherwise) to this Planned Development are made, shall be under single ownership or under single designated control. Single designated control for purposes of this paragraph shall mean that any application to the City for any amendment to this Planned Development or any other modification or change thereto (administrative, legislative or otherwise) shall be made or authorized by all the owners of the Property and any ground lessors. Nothing herein shall be construed to mean that any individual owner, or any ground lessors, of the Property or any portion thereof is relieved of obligations imposed hereunder or rights granted herein or is not subject to City action pursuant to this Planned Development. In addition, nothing herein shall prohibit or in any way restrict the alienation, sale or any other transfer of all or any portion of the Property or any rights, interests or obligations therein. Upon any alienation, sale or any other transfer of all or any portion of the Property or the rights therein, except any assignment or transfer of rights pursuant to a mortgage or otherwise as collateral for any indebtedness, and solely with respect to the portion of the Property so transferred, the term Applicant shall be deemed amended to apply to the transferee thereof (and its beneficiaries if such transferee is a land trust) and the seller or Transferor thereof (and its beneficiaries if such seller or transferor is a land trust) shall thereafter be released from any and all obligations or liability hereunder.
4.	This Plan of Development consists of thirteen (13) Statements; a Bulk Regulations and Data Table; a Property Line and Planned Development Boundary Map; an Existing Zoning Map; an Existing Land-Use Map; and a Site/Landscape Plan and Building

481 UNFINISHED BUSINESS 5/2/95

	Elevations prepared by Eckenhoff Saunders Architects, dated February 9, 1995. Full size sets of the Site/Landscape Plan and Building Elevations are on file with the Department of Planning and Development. The Planned Development is applicable to the area delineated hereto and these and no other zoning controls shall apply. The Planned Development conforms to the intent and purpose of the Chicago Zoning Ordinance, Title 17 of the Municipal Code of Chicago, and all requirements thereof, and satisfies the established criteria for approval as a planned development.
5.	The following uses shall be permitted within the area delineated herein as “Business Planned Development”: district heating and cooling facilities, surface parking (accessory and non-accessory) and public open space plazas. The Applicant agrees to comply with all relevant terms of the City policy pertaining to district heating and cooling facilities.
6.	Business identification and temporary construction signs shall be permitted within the Planned Development subject to the review and approval of the Department of Planning and Development.
7.	Any service drives or other ingress or egress shall be adequately designed and paved in accordance with the regulations of the Department of Transportation in effect at the time of construction and in compliance with the Municipal Code of the City of Chicago, to provide ingress and egress for motor vehicles, including emergency vehicles. There shall be no parking within such emergency areas. Ingress and egress shall be subject to the review and approval of the Department of Transportation, Bureau of Traffic and the Department of Planning and Development. Closure of all or part of any public streets or alleys during demolition or construction shall be subject to the review and approval of the Chicago Department of Transportation, Bureau of Traffic. The Applicant agrees to pay any costs associated with the temporary closure of any public streets or alleys that are attributable to the proposed development.
8.	Height restrictions of any building or any appurtenance thereto shall, in addition to the Table of Use and Bulk Regulations, be subject to:

a.	height limitations as certified on form FAA-117 or successor forms involved in the same subject matter and approved by the Federal Aviation Administration; and
b.	airport zoning regulations as established by the Department of Planning and Development, Department of Aviation and Department of Law, and approved by the City Council.

9.

For purposes of floor area ratio (F.A.R.) calculations, the definitions in the Chicago Zoning Ordinance shall apply.

10.

The improvements in the Property shall be designed, installed and maintained in general conformance with the Site/Landscape Plan and Building Elevations. The landscaping (including street trees in the adjacent right-of-way) shall be designed, installed and maintained in general conformance with the Site/Landscape Plan and the parkway tree provisions of the Chicago Zoning Ordinance and corresponding regulations and

482 UNFINISHED BUSINESS 5/2/95

	guidelines. The plaza space depicted on the Site/Landscape Plan shall be constructed concurrently with the proposed cooling facility structure. The color of the service door located on the Congress Parkway elevation shall match the color of the adjacent cast in place concrete. The roof-top screening located on the east elevation shall not be perforated. The Applicant shall be responsible for maintaining the property in good condition at all times, including times when the cooling facility is not operational.
11.	The terms, conditions and exhibits of this Planned Development Ordinance may be modified administratively by the Commissioner of the Department of Planning and Development, upon the application for such a modification by the Applicant and after a determination by the Commissioner of the Department of Planning and Development that such a modification is minor in nature, appropriate and consistent with the nature of the improvements contemplated in this Planned Development and the purposes underlying the provisions hereof. Any such modification of the requirements of this Statement by the Commissioner of the Department of Planning and Development shall be deemed to be a minor change in the Planned Development as contemplated by Section 11.11-3(c) of the Chicago Zoning Ordinance.
12.	The Applicant acknowledges that it is in the public interest to design, construct and maintain all buildings in a manner which promotes and maximizes the conservation of energy resources. The Applicant shall use best and reasonable efforts to design, construct and maintain all buildings located within this Planned Development in an energy efficient manner, generally consistent with the most current energy efficiency standards published by the American Society of Heating, Refrigeration and Air-Conditioning Engineers (“A.S.H.R.A.E.”) and the Illuminating Engineering Society (“I.E.S.”). Copies of these standards may be obtained from the Department of Planning and Development.
13.	Unless substantial construction of the proposed cooling facility has commenced within five (5) years following adoption of this Planned Development, and unless completion is thereafter diligently pursued, then this Planned Development shall expire; provided, however, that if the City Council amends the Chicago Zoning Ordinance to provide for a shorter expiration period which is applicable to all Planned Developments, then this Planned Development shall expire upon the expiration of such shorter time period as provided by said Amendatory Ordinance (the first day of which as applied to this Planned Development shall be the effective date of the Amendatory Ordinance). If this Planned Development expires under the provisions of this section, then the zoning of the Property shall automatically revert to that of a C3-7 Commercial Manufacturing District.

[Property Line and Planned Development Boundary Map; Existing
Zoning Map; Existing Land-Use Map; Site/Landscape Plan;
and Building Elevation Drawings referred to in these
Plan of Development Statements printed
on pages 485 through 491
of this Journal.]

          Bulk Regulations and Data Table referred to in these Plan of Development Statements reads as follows:

483 UNFINISHED BUSINESS 5/2/95

Business Planned Development Number ___________

Bulk Regulations And Data Table.

Gross Site Area, 91,197 square feet (2.09 acres) equals Net Site Area, 57,937 square feet (1.33 acres) plus Area in Public Right-of-Way, 33,260 square feet (0.76 acres).

Net Site Area:	57,937 square feet/1.33 acres.
Maximum Floor Area Ratio:	16.0.
Maximum Percent of Site Coverage:	In accordance with Site/Landscape Plan.
Maximum Floor Area Ratio for Total Net Site Area:	16.0.
Maximum Number of Off-Street Parking Spaces (Surface):	73.
Minimum Number of Off-Street Loading Berths:	0.
Maximum Percent of Site Coverage:	In accordance with Site/Landscape Plan.
Minimum Required Building Setbacks:	In accordance with Site/Landscape Plan.
Maximum Permitted Building Height:	In accordance with Building Elevations.

484 UNFINISHED BUSINESS 5/2/95

Property Line And Planned Development Boundary Map.

BUSINESS PLANNED DEVELOPMENT NO. ______

PROPERTY LINE AND PLANNED DEVELOPMENT BOUNDARY MAP

485 5/2/95

JOURNAL — CITY COUNCIL — CHICAGO

Existing Zoning Map.

BUSINESS PLANNED DEVELOPMENT NO. ____

EXISTING ZONING MAP

486 UNFINISHED BUSINESS 5/2/95

Existing Land - Use Map.

487 UNFINISHED BUSINESS 5/2/95

JOURNAL — CITY COUNCIL — CHICAGO

Site/Landscape Plan.

488 UNFINISHED BUSINESS 5/2/95

Building Elevations.
(Page 1 of 3)

489	UNFINISHED BUSINESS	5/2/95
	Building Elevations. (Page 2 of 3)

490 UNFINISHED BUSINESS 5/2/95

Building Elevations.
(Page 3 of 3)

STATE OF ILLINOIS,      ss.
County of Cook

     I, JAMES J. LASKI, City Clerk of the City of Chicago in the County of Cook and State of Illinois, DO HEREBY CERTIFY that the annexed and foregoing is a true and correct copy of that certain ordinance now on file in my office Concerning Reclassification of Area Shown on Map Number 2-F in the area bounded by West Van Buren Street; South Franklin Street; West Congress Parkway; and South Wacker Drive.

     I DO FURTHER CERTIFY that the said ordinance was passed by the City Council of the said City of Chicago on the second (2nd) day of May, A. D. 1995 and deposited in my office on the second (2nd) day of May A. D. 1995.

     I DO FURTHER CERTIFY that the vote on the question of the passage of the said ordinance by the said City Council was taken by yeas and nays and recorded in the Journal of the Proceedings of the said City Council, and that the result of said vote so taken was as follows, to wit: Yeas: 47, Nays: None.

     I DO FURTHER CERTIFY that the said ordinance was delivered to the Mayor of the said City of Chicago after the passage thereof by the said City Council, without delay, by the City Clerk of the said City of Chicago, and that the said Mayor failed to return the said ordinance to the said City Council with his written objections thereto at the next regular meeting of the said City Council occurring not less than five days after the passage of the said ordinance.

     I DO FURTHER CERTIFY that the said ordinance after the passage thereof by the City Council, was printed in pamphlet form, published by authority of the said City Council on the seventeenth (17th) day of May, A.D. 1995.

     I DO FURTHER CERTIFY that the original, of which the foregoing is a true copy, is entrusted to my care for safe keeping, and that I am the lawful keeper of the same.

	IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the City of Chicago aforesaid, at the said City, in the County and State aforesaid, this seventeenth (17th) day of May A. D. 1995.
[L.S.]
		/s/James J. Laski
		JAMES J. LASKI, City Clerk.

[Daley and George, Ltd. Letterhead]

September 26, 1995

BY MESSENGER
Mr. Stan Gent
Unicom Thermal Technologies
30 West Monroe Street
Suite 500
Chicago, Illinois 60603

               In re: Second Amendment to Use Agreement

Dear Stan:

               Enclosed please find a copy of Christopher Torem’s correspondence dated September 26, 1995 together with a photocopy of the fully executed Second Amendment.

Sincerely,

John J. George

JJG:tc
Enclosure

[City of Chicago Letterhead]

September 26, 1995

John J. George, Esq.
Daley and George
Two First National Plaza
Suite 400
20 South Clark Street
Chicago, Illinois 60603-1903

Re: Unicom Thermal Technologies, Inc.:
Second Amendment to District Cooling System
Use Agreement

Dear Jack:

Enclosed is a fully executed copy of the captioned amendment.

Please feel free to call me if any questions arise in connection with the amendment.

Very truly yours,

Christopher Torem
Assistant Corporation Counsel

cc: C. Williams
      R. Johnson
      M. Schreiber
      A. Mullahy
      C. Reddick
      M. Saldana
      M. Monroe

CTM4:\2uni.let1

     This Second Amendment to District Cooling System Use Agreement (the “Second Amendment”), dated as of July 15, 1995 (the “Effective Date”) by and between the CITY OF CHICAGO, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and UNICOM THERMAL TECHNOLOGIES, INC., an Illinois corporation, formerly known as NORTHWIND INC. (the “Grantee”) and a wholly owned subsidiary of Unicom Enterprise which is 100% owned by Unicom Corporation.

WITNESSETH:

     WHEREAS, the City of Chicago and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994 (the “Original Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, the Original Agreement was amended pursuant to a First Amendment to District Cooling System Use Agreement dated as of June 1, 1995 (the “First Amendment and collectively with the Original Agreement, the “Current Agreement”); and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the Current Distribution Facilities; and

     WHEREAS, the Grantee has encountered unexpected difficulties in connecting a certain customer to the First Plant (as defined in the Current Agreement) which customer has originally been intended to be connected through the Current Distribution Facilities described in said Exhibits 1 and 2 to the Current Agreement (the “Current Exhibits”); and

     WHEREAS, Grantee desires to amend the Current Exhibits to include in the Current Distribution Facilities for its System a portion of LaSalle Street south from the intersection of West Jackson Boulevard to Van Buren Street and to delete prior authorization to use portions of Financial Place from Jackson Boulevard to Van Buren Street, as further described in Exhibits 1 and 2 attached to this Second Amendment (the “New Exhibits”); and

     WHEREAS, the City desires to amend the Current Agreement to reflect certain City departmental procedures regarding underground facilities; and

     WHEREAS, the City Council of the City on July 13, 1995 approved execution of a Second Amendment to the Original Agreement in substantially the form of this Second Amendment, including the New Exhibits; and

     WHEREAS the City and the Grantee now desire to amend the Agreement on the terms and conditions set forth below;

     NOW, THEREFORE,

     It is agreed by the parties hereto as follows:

     Section 1. The above recitals are expressly incorporated herein and made a part of this Second Amendment by reference as though fully set forth therein.

     Section 2. As of the Effective Date of this Second Amendment, the Current Exhibits are deemed superseded and replaced by the New Exhibits.

     Section 3. As of the Effective Date, Section 7.6 of the Current Agreement is replaced in its entirety as follows:

          “Section 7.6 Underground Facilities Agreement. Grantee agrees to apply for, and if accepted, enter into membership in the Chicago Utility Alert Network as established by ordinance dated November 5, 1993, as amended, and the Chicago Utility Alert Network

2

Membership Agreement. Grantee agrees to pay its share of the costs and expenses pursuant to the Chicago Utility Alert Network Membership Agreement.”

     Section 4. A new Section 7.7 is added to the Current Agreement which shall read as follows:

          “Section 7.7 Board of Underground. Grantee agrees to join the Board of Underground, as established by Section 2-120-300 of the Municipal Code. Grantee agrees that its work in the Public Way shall comply with the guidelines and procedures issued by the Department of Transportation for the Board of Underground, pursuant to Section 2-120-300 of the Municipal Code. Consistent with and pursuant to Section 2-120-300 of the Municipal Code, Grantee shall design its System to the extent practicable so as not to materially diminish or prevent access for repair or maintenance of underground facilities, whether owned by City or any third party. Conflicts regarding access to facilities shall be resolved pursuant to Board of Underground procedures to the extent practicable and required.”

     Section 5. A new paragraph (G) is added to Section 10.1 of the Current Agreement which shall read as follows:

     (G) “Such additional events of default as are specifically set forth in this Agreement.”

     Section 6. Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is employed by Grantee or has a personal financial or economic interest directly or indirectly in this Amendment or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to the Municipal Code of Chicago (Chapter 2-156). No payment, gratuity or offer of employment

3

shall be made in connection with this ordinance by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of Chapter 2-156 shall be voidable as to the City.

     Section 7. Neither Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33E-11 (1992), as amended, and under the Illinois Municipal Code, Ill. Rev. Stat. Ch. 24, § 11-42-1 (1989) (1990 Supp.).

     Section 8. Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois. Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.

     Section 9. Except as expressly modified in this Second Amendment, all other terms, covenants and conditions in the Current Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof. Except as set forth in this Second Amendment, all defined terms in the Current Agreement are used in the Second Amendment with the same meaning that such terms have in the Current Agreement.

4

     IN WITNESS WHEREOF, the City has caused this Second Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and scaled the same on or as of the day and year first written.

(SEAL)	CITY OF CHICAGO
	By:	/s/   [ILLEGIBLE]
		TITLE: Commissioner of the Department of Environment
Reviewed as to form and legality:
/s/   [ILLEGIBLE]	By:	/s/   [ILLEGIBLE]
Assistant Corporation Counsel		TITLE: Director of the Department of Revenue
	By:	/s/   [ILLEGIBLE]
		TITLE: Commissioner of the Department of Transportation
ATTEST:	UNICOM THERMAL TECHNOLOGIES, INC.
/s/   [ILLEGIBLE]	By:	/s/   [ILLEGIBLE]
		TITLE: President

5

EXHIBIT 1

          The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the Approved Plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact locations of Grantee’s Distribution Facilities.

Production Plant Number 1:	Northeast corner of South State Street and East Adams Street
Distribution Piping:	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Madison Street. In Adams Street from LaSalle Street to Michigan Avenue.
Production Plant Number 2:	Northwest corner of S. Franklin Street and W. Congress Parkway
Distribution Piping:*	In Van Buren Street, from Wacker Drive to LaSalle Street. In Franklin Street proceeding for 200 feet north, more or less, from the intersection of Van Buren Street. In Jackson Boulevard, from LaSalle Street to Clark Street. In LaSalle Street from Washington Boulevard to Van Buren Street.

          This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend the locations of the Distribution Facilities based on changes

6

in construction conditions. All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

*Changes marked to show changes from Amendment Number 1.

7

8

CONTRACTOR’S AFFIDAVIT

SPECIFICATION NUMBER:
Bidder/Proposer Name:	&n bsp;
Bidder/Proposer Address:	&n bsp;
	&n bsp;
	&n bsp;

Federal Employer I.D. #                                                          or Social Security #                                                               

Instructions: FOR USE WITH A CONTRACT FUNDED IN WHOLE BY CITY OR STATE FUNDS. Every Contractor submitting a bid/proposal to the City of Chicago must complete this Contractor’s Affidavit. Special attention should be paid to Sections I (p. 1 to 4), II(p. 4), IIIC(p. 6), and IV (p. 8) which require the Contractor to provide certain information to the City. The Contractor should complete this Contractor’s Affidavit by signing Section V (p. 8). Please note that in the event the Contractor is a joint venture, the joint venture and each of the joint venture partners must submit a completed Contractor’s Affidavit. In the event that the Contractor is unable to certify to any of the statements contained herein, Contractor must contact the Department of Purchases, Contracts and Supplies for the City of Chicago and provide a detailed factual explanation of the circumstances leading to the Contractor’s inability to so certify.

The undersigned                                                                             , as                                                                             
                                                              (Name)                                                                (Title)
and on behalf of                                                                    (“Contractor”) having been duly sworn under oath certifies that:
                                                   (Business Name)

I.   DISCLOSURE OF OWNERSHIP INTERESTS

Pursuant to Chapter 2-154 of the Municipal Code of Chicago, all bidders/proposers shall provide the following information with their bid/proposal. If the question is not applicable, answer with “NA.” If the answer is none, please answer “none.”

Bidder/Proposer is a:	[ ] Corporation	[ ] Sole Proprietor
(Check One)	[ ] Partnership	[ ] Not-for-Profit-Corporation
	[ ] Joint Venture	[ ] Other

Page 1 of 8

SECTION 1. FOR PROFIT CORPORATIONS

a.	Incorporated in the State of
b.	Authorized to do business in the State of Illinois YES [ ] NO [ ]
c.	Names of all officers of corporation (or Attach List):  Names of all directors of corporation (or Attach List):

Name (Print or Type) Title (Print or Type) Name (Print or Type) Title (Print or Type)

d. If the corporation has fewer than 100 shareholders indicate here or attach a list of names and addresses of all shareholders and the percentage interest of each.

Name (Print or Type)	Address	Ownership Interest
		%
		%
		%
		%

e. Is the corporation owned partially or completely by one or more other Corporations?
YES [ ] NO [ ]

If “yes,” provide the above information, as applicable, for each of said corporations.

f. If the corporation has 100 or more shareholders, indicate here or attach a list of names and addresses of all shareholders owning shares equal to or in excess of 10% of the proportionate ownership of the corporation and indicate the percentage interest of each.

Name (Print or Type)	Address	Ownership Interest
		%
		%
		%
		%

2

NOTE: Generally, with corporations having 100 or more shareholders where no shareholder owns 10% of the shares, the requirements of this Section 1 would be satisfied by the bidder/proposer enclosing, with his bid/proposal, a copy of the corporation’s latest published annual report and/or Form 10-K if the information is contained therein.

SECTION 2. PARTNERSHIPS

If the bidder/proposer is a partnership, indicate the name of each partner and the percentage of interest of each therein:

Names of Partners (Print or Type)	Percentage Interest
		%
		%
		%
		%

SECTION 3. SOLE PROPRIETORSHIPS

a. The bidder/proposer is a sole proprietor and is not acting in any representative capacity in behalf of any beneficiary:

YES [ ]  NO [ ] If NO, complete items b. and c. of this Section 3.

b. If the sole proprietorship is held by an agent(s) or a nominees(s), indicate the principal(s) for whom the agent or nominee hold such interest.

Name(s) of Principal(s) (Print or Type)

c. If the interest of a spouse or any other party is constructively controlled by another person or legal entity state the name and address of such person or entity possessing such control and the relationship under which such control is being or may be exercised:

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SECTION 4. LAND TRUSTS, BUSINESS TRUST, ESTATES & OTHER ENTITIES

If the bidder/proposer is a land trust, business trust, estate or other similar commercial or legal entity, identify any representative, person or entity holding legal title as well as each beneficiary in whose behalf title is held including the name, address and percentage of interest of each beneficiary.

SECTION 5. NOT-FOR-PROFIT CORPORATIONS

a.	Incorporated in the State of
b.	Authorized to do business in the State of Illinois YES [ ] NO [ ]
c.	Names of all officers of corporation (or Attach List): Names of all directors of corporation (or Attach List):

Name (Print or Type) Title (Print or Type) Name (Print or Type) Title (Print or Type)

NOTE: Pursuant to Chapter 2-154, Section 2-154-030 of the Municipal Code of Chicago, the Corporation Counsel may require any such additional information from any entity to achieve full disclosure relevant to the contract. Further, pursuant to Chapter 2-154. Section 2-154-020, any material change in the information required above must be provided by supplementing this statement at any time up to the time the Purchasing Agent takes action on the contract or other action requested of the Purchasing Agent.

II. AFFIDAVIT OF LOCAL BUSINESS

“LOCAL BUSINESS” means a business located within the corporate limits of the City of Chicago, which has the majority of its regular, full-time work force located within the City, and which is subject to City Taxes.

Joint Ventures: For purposes of establishing a firm’s eligibility for two percent (2%) local business preference (if allowed by the specification), each partner must complete a separate affidavit. A Joint Venture is a “Local Business” only if at least fifty percent (50%) interest in the venture is held by “Local Businesses.”

1) Is bidder/proposer a “Local Business” as defined above? Yes:                     No:                    

2) How many persons are currently employed by bidder/proposer?                    

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3) Does bidder/proposer have business locations outside of City of Chicago? Yes:                    
    No:                   

If yes, list such bidder/proposer business addresses:

                                                                                                                                                                       
(Attach Additional Sheets if Necessary)

4)	How many of bidder/proposer’s current employees work at City of Chicago locations?
5)	Is bidder/proposer subject to City of Chicago taxes (including the Head Tax)? Yes:                     No:

III. CONTRACTOR CERTIFICATION

A.

CONTRACTOR

1.

The Contractor or any subcontractor to be used in the performance of this contract, or any affiliated entity1 of the Contractor or any such subcontractor, or any responsible official thereof, or any other official, agent or employee of the Contractor, any such subcontractor or any such affiliated entity1, acting pursuant to the direction or authorization of a responsible official thereof has not, during a period of 3 years prior to the date of execution of this certification or if a subcontractor or subcontractor’s affiliated entity1 during a period of 3 years prior to the date of award of the subcontract:

a.	Bribed or attempted to bribe, or been convicted of bribery or attempting to bribe a public officer or employee of the City of Chicago, the State of Illinois, any agency of the federal government or any state or local government in the United States (if an officer or employee, in that officer’s or employee’s official capacity); or
b.	Agreed or colluded, or been convicted of agreement or collusion among bidders or prospective bidders in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
c.	Made an admission of guilt of such conduct described in 1(a) and (b) above which is a matter of record but has not been prosecuted for such conduct.

2. The Contractor or any agent, partner, employee or officer of the Contractor is not barred from contracting with any unit of state or local government as a result of engaging in or being convicted of bid-rigging³ in violation of Section 3 of Article 33E of the Illinois Criminal Code of 1961, as amended (720 ILCS 5/33E-3) or any similar offense of any state or the United States which contains the same elements as the

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	offense of bid-rigging3 during a period of five years prior to the date of submittal of this bid, proposal or response.2
3.	The Contractor or any agent, partner, employee, or officer of the Contractor is not barred from contracting with any unit of state or local government as a result of engaging in or being convicted of bid-rotating4 in violation of Section 4 of Article 33E of the Illinois Criminal Code of 1961, as amended (720 ILCS 5/33E-4) or any similar offense of any state or the United States which contains the same elements as the offense of bid-rotating4.
4.	The Contractor understands and will abide by all provisions of Chapter 2-56 of the Municipal Code of Chicago entitled “Office of Inspector General” and all provisions of Chapter 2-156 of the Municipal Code of Chicago entitled “Governmental Ethics.”
B.	SUBCONTRACTOR
1.	The Contractor has obtained from all subcontractors to be used in the performance of this contract, known by the Contractor at this time, certifications in form and substance equal to Section I of this Contractor’s Affidavit. Based on such certification(s) and any other information known or obtained by the Contractor, the Contractor is not aware of any such subcontractor, subcontractor’s affiliated entityl, or any agent, partner, employee or officer of such subcontractor or subcontractor’s affiliated entityl having engaged in or been convicted of: (a) any of the conduct described in Section III.A.1 (a) or (b) of this certification, (b) bid-rigging3, bid-rotating4, or any similar offense of any state or the United States which contains the same elements as bid-rigging and bid-rotating, or having made an admission of guilt of the conduct described in Section III.A.1 (a) or (b) which is a matter of record but has/have not been prosecuted for such conduct.
2.	The Contractor will, prior to using them as subcontractors, obtain from all subcontractors to be used in the performance of this contract, but not yet known by the Contractor at this time, certifications in form and substance equal to this certification. The Contractor shall not, without the prior written permission of the City, use any of such subcontractors in the performance of this contract if the Contractor, based on such certifications or any other information known or obtained by Contractor, becomes aware of such subcontractor, subcontractor’s affiliated entity1 or any agent, employee or officer of such subcontractor or subcontractor’s affiliated entity1 having engaged in or been convicted of: (a) any of the conduct described in Section III.A.1 (a) or (b) of this certification; or (b) of bid rigging3, bid rotating4 or any similar offense of any state or the United States which contains the same elements as bid-rigging or bid-rotating or having made an admission of guilt of the conduct described in Section III.A.1 (a) or (b) which is a matter of record but has/have not been prosecuted for such conduct.
3.	The Contractor will maintain on file for the duration of the contract all certifications required by Section III.B (1) and (2) above, for all subcontractors to be used in the

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	performance of this contract and will make such certifications promptly available to the City of Chicago upon request.
4.	The Contractor will not, without the prior written consent of the City, use as subcontractors any individual, firm, partnership, corporation, joint venture or other entity from whom the Contractor is unable to obtain a certification in form and substance equal to this certification.
5.	Contractor hereby agrees, if the City so demands, to terminate its subcontract with any subcontractor, if such Contractor or subcontractor was ineligible at the time that the subcontract was entered into for award of such subcontract under Ch. 2-92, Section 2-92-320 of the Chicago Municipal Code, or if applicable, under Section 33-E of Article 33 of the State of Illinois Criminal Code of 1961, as amended. Contractor shall insert adequate provisions in all subcontracts to allow it to terminate such subcontracts as required by this certification.
C.	STATE TAX DELINQUENCIES

In completing this Section III C, authorized signatory must initial on the line nest to the appropriate subsection.

1.	Contractor is not delinquent in the payment of any tax administered by the Illinois Department of Revenue or, if delinquent, Contractor is contesting, in accordance with the procedures established by the appropriate Revenue Act, its liability for the tax or amount of the tax.
2.	Contractor has entered into an agreement with the Illinois Department of Revenue for the payment of all such taxes that are due and is in compliance with such agreement.
3.	Contractor is delinquent in the payment of any tax administered by the Department of Revenue and is not covered under any of the situations described in subsections 1 and 2 of this Section III C, above.5
D.	CERTIFICATION REGARDING SUSPENSION AND DISBARMENT
1.	The Contractor certifies to the best of its knowledge and belief, that it and its principals:

a.

Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal, state or local department or agency;

b.

Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for: the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, Local) transaction or contract under a public transaction; a violation of Federal or State antitrust statutes; or commission of embezzlement,

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	theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property.
c.	Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or Local) with commission of any of the offense enumerated in paragraph (D)(1)(b) above; and
d.	Have not within a three-year period preceding this Agreement had one or more public transactions (Federal, State or Local) terminated for cause or default.

2.	If the Contractor is unable to certify to any of the statements in this Certification, Contractor shall attach an explanation to this Certification.
3.	If any subcontractors are to be used in the performance of this Agreement, Contractor shall cause such subcontractors to certify as to paragraph (D)(1) of this Certification. In the event than any subcontractor is unable to certify to any of the statements in this Certification, such subcontractor shall attach an explanation to this Certification.

E. ANTI-COLLUSION

The Contractor, its agent, officers or employees have not directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive bidding in connection with this proposal. Failure to submit this statement as part of the bid proposal will make the bid nonresponsive and not eligible for award consideration.

F. PUNISHMENT

A Contractor who makes a false statement, material to Section III (A)(2) of this certification commits a class 3 felony. 720 ILCS 5/33E - 11(b). Making a false statement concerning Section III of this certification is a Class A misdemeanor, voids the contract and allows the municipality to recover all amounts paid to the contract under the contract in a civil action. 65 ILCS 5/11 - 42.1-1.

Notes 1-5 For Section III, Contractor Certification

1. In accordance with Chapter 2-92, Section 2-92-320 of the Municipal Code of Chicago, the Contractor or a subcontractor shall be chargeable with the conduct of an affiliated entity. Business entities are affiliated if, directly or indirectly, one controls or has the power to control the other, or if a third person control or has the power to control both entities. Indicia of control include without limitation: interlocking management or ownership identity of interests among family members; shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity under Chapter 2-92, Section 2-92-320 of the Chicago Municipal Code using substantially the same management, ownership or principals as the ineligible entity.

2. No corporation shall be barred from contracting with any unit of State or local government as a result of a conviction, under either Section 33E-3 or Section 33E-4 of Article 33 of the State of Illinois Criminal Code of 1961, as amended, of any employee or agent of such corporation if the

8

employee so convicted is no longer employed by the corporation and: (1) it has been finally adjudicated not guilty or (2) if it demonstrates to the governmental entity with which it seeks to contract and that entity finds that the commission of the offense was neither authorized, requested, commanded, nor performed by a director, officer or a high managerial agent in behalf of the corporation as provided in paragraph (2) of subsection (a) of Section 5-4 of the State of Illinois Criminal Code.

3. For purposes of Section IIIA of this certification, a person commits the offense of and engages in bid-rigging when he knowingly agrees with any person who is, or but for such agreement should be, a competitor of such person concerning any bid submitted or not submitted by such person or another to a unit of State or local government when with the intent that the bid submitted or not submitted will result in the award of a contract to such person or another and he either (1) provides such person or receives from another information concerning the price or other material term or terms of the bid which would otherwise not be disclosed to a competitor in an independent noncollusive submission of bids or (2) submits a bid that is of such a price or other material term or terms that he does not intend the bid to be accepted. 720 ILCS 5/33E-3.

4. For purposes of Section IIIA of this certification, a person commits the offense of and engages in bid rotating when, pursuant to any collusive scheme or agreement with another, he engages in a pattern over time (which, for the purposes hereof, shall include at least 3 contract bids within a period of ten years, the most recent of which occurs after January 1, 1989) of submitting sealed bids to units of State or local government with the intent that the award of such bids rotates, or is distributed among, persons or business entities which submit bids on a substantial number of the same contract. 720 ILCS 5/33E-4.

5. 65 ILCS 5/11 - 42.1-1 provides that a municipality may not enter into a contract or agreement with an individual or other entity that is delinquent in the payment of any tax administered by the Illinois Department of Revenue unless the contracting party is contesting, in accordance with the procedures established by the appropriate Revenue Act its liability for the tax or the amount of the tax or unless the contracting party has entered into an agreement to pay the tax and is in compliance with the Agreement. Notwithstanding the above, the municipality may enter into the contract if the contracting authority for the municipality determines that:

(1)	the contract is for good or services vital to the public health, safety, or welfare; and
(2)	the municipality is unable to acquire the goods or services at a comparable price and of comparable quality from other sources.

IV.	INCORPORATION INTO CONTRACT AND COMPLIANCE
	The above certifications shall become part of any contract awarded to the Contractor set forth on page 1 of this Contractor’s Affidavit. Further, Contractor shall comply with these certifications during the term of the Contract.

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V.	VERIFICATION
	Under penalty of perjury, I certify that I am authorized to execute this Contractor’s Affidavit on behalf of the Contractor set forth on page 1, that I have personal knowledge of all the certifications made herein and that the same are true.

Signature of Authorized Officer

Name of Authorized Officer (Print or Type)

Title

Telephone Number

State of

Country of

Signed and sworn to before me this                                        day of                                       , 19                    by                                                                              (Name) as                                        (Title) of                                                                              (Contractor.)

Notary Public Signature

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[Daley And George, Letterhead]

February 12, 1996

BY MESSENGER

Mr. Donald A. Petkus
Unicorn Thermal Technologies, Inc.
30 West Monroe Street
Suite 500
Chicago, Illinois 60603

     In re:     Third Amendment to District Cooling System Use Agreement

Dear Don:

     I am enclosing herewith one fully executed copy of the Third Amendment to the District Cooling System Agreement. After you have reviewed it if you have any questions please call me.

Sincerely,

John J. George

JJG:df
Enclosure

     This Third Amendment to District Cooling System Use Agreement (the “Third Amendment”), dated as of February 1, 1996 (the “Effective Date”) by and between the CITY OF CHICAGO, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and UNICOM THERMAL TECHNOLOGIES, INC., an Illinois corporation, formerly known as NORTHWIND INC. (the “Grantee”) and a wholly owned subsidiary of Unicom Enterprise which is 100% owned by Unicom Corporation.

WITNESSETH:

     WHEREAS, the City of Chicago and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994 (the “Original Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, the Original Agreement was amended pursuant to a First Amendment to District Cooling System Use Agreement dated as of June 1, 1995 (the “First Amendment and collectively with the Original Agreement, the “Current Agreement”); and

     WHEREAS, the Original Agreement was amended pursuant to a Second Amendment to District Cooling System Use Agreement dated July 15, 1995 (the “Second Amendment” and collectively with the Original Agreement and First Amendment, the “Current Agreement”); and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the Current Distribution Facilities (Exhibit 1 and 2 to the Current Agreement are collectively referred to as the “Current Exhibits”); and

     WHEREAS, Grantee desires to amend the Current Exhibits to include in the Current Distribution Facilities for its System a portion of Franklin Street from Van Buren to Jackson Boulevard, a portion of Jackson Boulevard from Franklin Street to LaSalle Street, and a portion of Washington Boulevard from LaSalle Street to approximately 300 feet west of Franklin Street, more or less, as described in Exhibits 1 and 2 attached to this Third Amendment (the “New Exhibits”); and

     WHEREAS, the City Council of the City on January 10, 1996 approved execution of a Third Amendment to the Original Agreement in substantially the firm of this Third Amendment, including the New Exhibits; and

     WHEREAS the City and the Grantee now desire to amend the Agreement on the terms and conditions set forth below;

     NOW, THEREFORE,

     It is agreed by the parties hereto as follows:

     Section 1. The above recitals are expressly incorporated herein and made a part of this Third Amendment by reference as though fully set forth therein.

     Section 2. As of the Effective Date of this Third Amendment, the Current Exhibits are deemed superseded and replaced by the New Exhibits.

     Section 3. Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is employed by Grantee or has a personal financial or economic interest directly or indirectly in this Third Amendment or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established

2

pursuant to the Municipal Code of Chicago (Chapter 2-156). No payment, gratuity or offer of employment shall he made in connection with this ordinance by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of Chapter 2-156 shall be voidable as to the City.

     Section 4. Neither Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33E-11 (1992), as amended, and under the Illinois Municipal Code, Ill. Rev. Stat. Ch. 24, § 11-42-1 (1989) (1990 Supp.)

     Section 5. Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois. Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.

     Section 6. Except as expressly modified in this Third Amendment, all other terms, covenants and conditions in the Current Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof. Except as set forth in this Third Amendment, all defined terms in the Current Agreement are used in the Third Amendment with the same meaning that such terms have in the Current Agreement.

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     IN WITNESS WHEREOF, the City has caused this Third Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written.

(SEAL)	CITY OF CHICAGO
	By:	/s/ [ILLEGIBLE]
		TITLE: Commissioner of the
		Department of Environment
Reviewed as to form and legality:
/s/ [ILLEGIBLE]	By:	/s/ [ILLEGIBLE]
		/s/ [ILLEGIBLE]
Assistant Corporation Counsel		TITLE: Director of the
		Department of Revenue
	By:	/s/ [ILLEGIBLE]
		TITLE: Commissioner of the
OFFICIAL SEAL		Department of Transportation
KAREN BAILEY MAYNARD
NOTARY PUBLIC, STATE OF ILLINOIS
MY COMMISSION EXPIRES: 02/08/99
ATTEST:	UNICOM THERMAL TECHNOLOGIES, INC.
/s/ [ILLEGIBLE]	By:	/s/ [ILLEGIBLE]
		TITLE: President

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EXHIBIT 1

     The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the Approved Plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall he presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact locations of Grantee’s Distribution Facilities.

Production Plant Number 1:	Northeast corner of South State Street and East Adams Street
Distribution Piping:	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Madison Street. In Adams Street from LaSalle Street to Michigan Avenue.
Production Plant Number 2:	Northwest corner of S. Franklin Street and W. Congress Parkway
Distribution Piping:*	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street to Jackson Boulevard. In Jackson Boulevard, from Franklin Street to Clark Street. In LaSalle Street from Washington Boulevard to Van Buren Street. In Washington Boulevard from LaSalle Street to approximately 300 feet west of Franklin Street.

     This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend

* Changes marked to show changes from Amendment Number 2.

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the locations of the Distribution Facilities based on changes in construction conditions. All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

6

[Daley and George, Ltd. Letterhead]

July 31, 1996

BY MESSENGER
Mr. Donald A. Petkus, President
Unicorn Thermal Technologies
30 West Monroe Street
Suite 500
Chicago, Illinois 60603

               In re: Fourth Amendment to District Cooling System Use Agreement

Dear Don:

               Enclosed please find the original fully executed Fourth Amendment to District Cooling System Use Agreement. This is an important document and should be retained in your permanent records.

               Please feel free to contact me if you have any questions or comments concerning this matter.

Sincerely,

John J. George

JJG: tc
cc: Stan Gent
       John Mitola
       Richard Ryall

     This Fourth Amendment to District Cooling System Use Agreement (the “Fourth Amendment”), dated as of April 1, 1996 (the “Effective Date”) by and between the CITY OF CHICAGO, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and UNICOM THERMAL TECHNOLOGIES, INC., an Illinois corporation, formerly known as NORTHWIND INC. (the “Grantee”) and a wholly owned subsidiary of Unicom Enterprise which is 100% owned by Unicom Corporation.

WITNESSETH:

     WHEREAS, the City of Chicago and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994 (the “Original Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, the Original Agreement has been amended pursuant to a First Amendment to District Cooling System Use Agreement dated as of June 1, 1995 (the “First Amendment”), a Second Amendment to District Cooling System Use Agreement dated as of July 15, 1995 (the “Second Amendment”) and a Third Amendment to District Cooling System Use Agreement dated as of February 1, 1996 (the “Third Amendment”, and collectively with the Original Agreement, the First Amendment and the Second Amendment, the “Current Agreement”); and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the Current Distribution Facilities (Exhibit 1 and 2 to the Current Agreement are collectively referred to as the “Current Exhibits”); and

     WHEREAS, Grantee desires to amend the Current Exhibits to include in the Current Distribution Facilities for its System a portion of Franklin Street from Washington Boulevard to Randolph Street, a portion of Madison Street from LaSalle Street to Clark Street and a portion of Jackson Boulevard from Clark Street to Dearborn Street, as described in Exhibits 1 and 2 attached to this Fourth Amendment (the “New Exhibits”); and

     WHEREAS, the parties also wish to modify the insurance provision of the Current Agreement in accordance with the provisions of the Ordinance; and

     WHEREAS, the City Council of the City on March 6, 1996 approved execution of a Fourth Amendment to the Original Agreement in substantially the form of this Fourth Amendment, including the New Exhibits; and

     WHEREAS, the City and the Grantee now desire to amend the Agreement on the terms and conditions set forth below;

     NOW, THEREFORE,

     It is agreed by the parties hereto as follows:

     Section 1. The above recitals are expressly incorporated herein and made a part of this Fourth Amendment by reference as though fully set forth herein.

     Section 2. As of the Effective Date of this Fourth Amendment, the Current Exhibits are deemed superseded and replaced by the New Exhibits.

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     Section 3. As of the Effective Date of this Fourth Amendment, the provisions of Section 6.1 of the Current Agreement beginning with subparagraph (A) through the remainder of said Section shall be replaced in its entirety to read as follows:

         “A. Insurance To Be Provided

1.

Workers Compensation and Employers Liability Insurance Workers Compensation and Employers Liability Insurance, as prescribed by applicable law covering all employees who are to provide a service under this Agreement and Employers Liability coverage with limits of not less than $500,000 each accident or illness.

2.

Commercial General Liability Insurance (Primary and Umbrella) Commercial General Liability Insurance or equivalent with limits of not less than $10,000,000 per occurrence, combined single limit, for bodily injury, personal injury, and property damage liability. Coverages shall include the following: All premises and operations, products/completed operations (for a minimum of two (2) years following project completion), explosion, collapse, underground, independent contractors, separation of insureds, defense, and contractual liability (with no limitation endorsement). The City of Chicago, its employees, elected officials, agents, and representatives are to be named as additional insureds on a primary, non-contributory basis for any liability arising directly or indirectly from the work.

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3.	Railroad Protective Liability Insurance
	When any work is to be done adjacent to railroad or transit property, Grantee shall provide, with respect to the operations that Grantee or subcontractors perform, Railroad Protective Liability Insurance in the name of the railroad or transit entity. The policy shall have limits of not less than $2,000,000 per occurrence, combined single limit, and $6,000,000 in the aggregate for losses arising out of injuries to or death of all persons, and for damage to or destruction of property, including the loss of use thereof.
4.	Automobile Liability Insurance (Primary and Umbrella)
	When any motor vehicles (owned, non-owned and hired) are used in connection with work to be performed, the Grantee shall provide Comprehensive Automobile Liability Insurance with limits of not less than $2,000,000 per occurrence, combined single limit, for bodily injury and property damage. The City of Chicago is to be named as an additional insured on a primary, non-contributory basis.
5.	Pollution Legal Liability Insurance (EIL)
	Pollution Legal Liability Insurance shall be provided by Grantee for any operation at the site with limits of not less than $1,000,000 covering all bodily injury and property damage resulting from Pollution conditions (including clean up costs). A claims-made policy which is not renewed or replaced must have an extended

5

	reporting period of two (2) years. The City of Chicago is to be named as an additional insured on a primary, non-contributory basis.
6.	Professional Liability Insurance
	When any architects, engineers, construction managers or other professional consultants perform work in connection with this Agreement, Professional Liability Insurance covering acts, errors, or omissions shall be maintained with limits of not less than $1,000,000. Coverage shall include contractual liability. When policies are renewed or replaced, the policy retroactive date must coincide with, or precede, start of work on this Agreement. A claims-made policy which is not renewed or replaced must have an extended reporting period of two (2) years.
7.	Self Insurance
	To the extent permitted by law, Grantee may self insure for the insurance requirements specified above, it being expressly understood and agreed that, if the Grantee does self insure for the above insurance requirements, the Grantee shall bear all risk of loss for any loss which would otherwise be covered by insurance policies, and the self insurance program shall comply with at least the insurance requirements as stipulated above.

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B.

Additional Requirements

The Grantee will furnish the City of Chicago, Risk Management Department, DePaul Center, 333 South State Street, Room 400, 60604, original Certificates of Insurance evidencing the required coverage to be in force on the date of this Agreement, and Renewal Certificates of Insurance, or such similar evidence, if the coverages have an expiration or renewal date occurring during the term of this Agreement. The Grantee shall submit evidence of insurance on the City of Chicago Insurance Certificate Form (copy attached) or equivalent prior to Agreement award. The receipt of any certificate does not constitute agreement by the City that the insurance requirements in the Agreement have been fully met or that the insurance policies indicated on the certificate are in compliance with all Agreement requirements. The failure of the City to obtain certificates or other insurance evidence from Grantee shall not be deemed to be a waiver by the City. The Grantee shall advise all insurers of the Agreement provisions regarding insurance. Non-conforming insurance shall not relieve Grantee of the obligation to provide insurance as specified herein. Nonfulfillment of the insurance conditions may constitute a violation of the Agreement, and the City retains the right to stop work or terminate this Agreement until proper evidence of insurance is provided.

The insurance shall provide for 30 days prior written notice to be given to the City in the event coverage is substantially changed, canceled, or non-renewed.

7

Any and all deductibles or self insured retentions on referenced insurance coverages shall be borne by Grantee or Subcontractors.

The Grantees agrees that insurers shall waive their rights of subrogation against the City of Chicago, its employees, elected officials, agents, or representatives.

The Grantee expressly understands and agrees that any coverages and limits furnished by Grantee shall in no way limit the Grantee’s liabilities and responsibilities specified within the Agreement documents or by law.

The Grantee expressly understands and agrees that any insurance or self insurance programs maintained by the City of Chicago shall apply in excess of and not contribute with insurance provided by the Grantee under the Agreement.

The required insurance shall not be limited by any limitations expressed in the indemnification language herein or any limitation placed on the indemnity therein given as a matter of law.

The Grantee shall require all subcontractors to provide the insurance required herein or Grantee may provide the coverages for subcontractors. All subcontractors shall be subject to the same insurance requirements of Grantee.

If Grantee or subcontractor desire additional coverages, the Grantee and each subcontractor shall be responsible for the acquisition and cost of such additional protection.

8

The City of Chicago Risk Management Department maintains the right to modify, delete, alter or change these requirements.”

     Section 4. As of the effective date of this Fourth Amendment, Section 6.10 is deleted in its entirety and Section 6.11 shall be renumbered as Section 6.10.

     Section 5. Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is employed by Grantee or has a personal financial or economic interest directly or indirectly in this Fourth Amendment or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to the Municipal Code of Chicago (Chapter 2-156). No payment, gratuity or offer of employment shall be made in connection with this ordinance by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of Chapter 2-156 shall be voidable as to the City.

     Section 6. Neither Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33E-11 (1992), as amended, and under the Illinois Municipal Code, Ill. Rev. Stat. Ch. 24 § 11-42-1 (1989) (1990 Supp.)

     Section 7. Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois. Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.

9

     Section 8. Except as expressly modified in this Fourth Amendment, all other terms, covenants and conditions in the Current Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof. Except as set forth in this Fourth Amendment, all defined terms in the Current Agreement are used in the Fourth Amendment with the same meaning that such terms have in the Current Agreement.

10

     IN WITNESS WHEREOF, the City has caused this Fourth Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written.

(SEAL)	CITY OF CHICAGO
	By:	/s/ [ILLEGIBLE]
		TITLE: Commissioner of the
		Department of Environment
Reviewed as to form and legality:
/s/ [ILLEGIBLE]
	By:	/s/ [ILLEGIBLE]
Assistant Corporation Counsel		TITLE: Director of the
		Department of Revenue
	By:	/s/ [ILLEGIBLE]
		TITLE: Commissioner of the
OFFICIAL SEAL		Department of Transportation
Sherri Doehler
Notary Public, State of Illinois
My Commission Expires: 7/13/97
ATTEST:	UNICOM THERMAL TECHNOLOGIES, INC.
/s/ [ILLEGIBLE]
	By:	/s/ [ILLEGIBLE]
		TITLE: President

11

EXHIBIT 1

     The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the Approved Plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact location of Grantee’s Distribution Facilities.

Production Plant Number 1:	Northeast corner of South State Street and East Adams Street
Distribution Piping:	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Madison Street. In Adams Street from LaSalle Street to Michigan Avenue.
Production Plant Number 2:	Northwest corner of S. Franklin Street and W. Congress Parkway
Distribution Piping:*	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street to Jackson Boulevard. In Franklin Street from Washington Boulevard to Randolph Street. In Jackson Boulevard, from Franklin Street to Dearborn Street. In LaSalle Street from Washington Boulevard to Van Buren Street. In Washington Boulevard from LaSalle Street to approximately 300 feet west of Franklin Street. In Madison Street from LaSalle Street to Clark Street.

     This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend

* Changes marked to show changes from Amendment Number 3.

12

the locations of the Distribution Facilities based on changes in construction conditions. All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

13

EXHIBIT 2

Law Offices

Daley And George, Ltd.

	Two First National Plaza
MICHAEL DALEY	Suite 400	Telephone
JOHN J. GEORGE		(312) 726-8797
DENNIS J. AUKSTIK	20 South Clark Street	Fax
ROBERT T. OLESZKIEWICZ		(312) 726-8819
CAROLYN S. O’GARA	Chicago, Illinois 60603-1903
CHRIS A. LEACH
CATHERINE S. WILSON
MARK G. VANECKO
RICHARD A. TOTH

March 12, 1996

BY MESSENGER
Mr. Stan Gent
Unicom Thermal Technologies
30 West Monroe Street
Suite 500
Chicago, Illinois 60603

     In re: Fourth Amendment to Use Agreement

Dear Stan:

     For your records, enclosed please find three (3) certified copies of the Ordinance approving the Fourth Amendment to Use Agreement. I have asked Christopher Torem of the Law Department to deliver the execution sets of the Fourth Amendment to my office at the earliest opportunity.

     Please feel free to contact me if you have any questions or comments.

Sincerely,

John J. George

JJG:tc
Enclosure

ORDINANCE

     WHEREAS, on the 14th day of September, 1994, the City Council (the “City Council”) of the City of Chicago, Illinois (the “City”) adopted an Ordinance authorizing the City to enter into a “District Cooling Use Agreement” (the “Original Agreement”) with Unicom Thermal Technologies (formerly Northwind, Inc., and referred to herein as “Grantee”), which grants to Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, the City and Grantee entered into the Original Agreement as of October 1, 1994; and

     WHEREAS, on the 17th day of May, 1995, the City Council adopted an ordinance authorizing the City to enter into a “First Amendment to District Cooling System Use Agreement” (the “First Amendment”); and

     WHEREAS, the First Amendment is dated as of June 1, 1995; and

     WHEREAS, on the 13th day of July, 1995, the City Council adopted an ordinance authorizing the City to enter into a “Second Amendment to District Cooling System Use Agreement” (the “Second Amendment”); and

     WHEREAS, the Second Amendment is dated as of July 15, 1995; and

     WHEREAS, on the 10th day of January, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Third Amendment to District Cooling Use Agreement (the “Third Amendment”, and collectively with the Original Agreement, the First Amendment and the Second Amendment, the “Current Agreement”); and

     WHEREAS, the Third Amendment is dated as of February 1, 1996; and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System including the Current Distribution Facilities; and

     WHEREAS, Grantee wishes to expand its authority to use Public Ways of the City for its System by amending Exhibits 1 and 2 to the Current Agreement to include in the Current Distribution Facilities, a portion of Franklin Street from Washington Boulevard to Randolph Street, a portion of Madison Street from LaSalle Street to Clark Street and a portion of Jackson Boulevard from Clark Street to Dearborn Street, as further described and depicted in Exhibit A to this Ordinance; and

     WHEREAS, the City does not object to such amendment of Exhibits 1 and 2 to the Current Agreement; now, therefore,

     BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:

     SECTION 1: The above recitals are expressly incorporated herein and made a part of this ordinance by reference as though fully set forth herein.

     SECTION 2: Subject to the approval of the Corporation Counsel, the Commissioner of the Department of the Environment, the Commissioner of the Department of Transportation, and the Director of the Department of Revenue are hereby authorized to enter into and execute on behalf of the City, a Fourth Amendment to the District Cooling System Use Agreement (the “Fourth Amendment”) substantially in the form attached hereto as Exhibit A, subject to such changes as such officials shall approve, their signature being conclusive evidence of their acceptance of such changes. Such officials may also negotiate in the Fourth Amendment such

2

changes to the insurance terms and conditions set forth in Section 6 of the Current Agreement as shall be deemed desireable by the City’s Risk Manager.

     SECTION 3: This Ordinance shall be in full force and effect upon its passage and approval.

     SECTION 4: All ordinances and resolutions, or parts thereof, in conflict with this ordinance are, to the extent of such conflict, hereby repealed.

3

EXHIBIT A

     This Fourth Amendment to District Cooling System Use Agreement (the “Fourth Amendment”), dated as of    , 1996 (the “Effective Date”) by and between the CITY OF CHICAGO, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and UNICOM THERMAL TECHNOLOGIES, INC., an Illinois corporation, formerly known as NORTHWIND INC. (the “Grantee”) and a wholly owned subsidiary of Unicom Enterprise which is 100% owned by Unicom Corporation.

WITNESSETH:

     WHEREAS, the City of Chicago and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994 (the “Original Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, the Original Agreement has been amended pursuant to a First Amendment to District Cooling System Use Agreement dated as of June 1, 1995 (the “First Amendment”), a Second Amendment to District Cooling System Use Agreement dated as of July 15, 1995 (the “Second Amendment”) and a Third Amendment to District Cooling System Use Agreement dated as of February 1, 1996 (the “Third Amendment”, and collectively with the Original Agreement, the First Amendment and the Second Amendment, the “Current Agreement”); and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the Current Distribution Facilities (Exhibit 1 and 2 to the Current Agreement are collectively referred to as the “Current Exhibits”); and

     WHEREAS, Grantee desires to amend the Current Exhibits to include in the Current Distribution Facilities for its System a portion of Franklin Street from Washington Boulevard to Randolph Street, a portion of Madison Street from LaSalle Street to Clark Street and a portion of Jackson Boulevard from Clark Street to Dearborn Street, as described in Exhibits 1 and 2 attached to this Fourth Amendment (the “New Exhibits”); and

     WHEREAS, the City Council of the City on    , 1996 approved execution of a Fourth Amendment to the Original Agreement in substantially the form of this Fourth Amendment, including the New Exhibits; and

     WHEREAS the City and the Grantee now desire to amend the Agreement on the terms and conditions set forth below;

     NOW, THEREFORE,

     It is agreed by the parties hereto as follows:

     Section 1. The above recitals are expressly incorporated herein and made a part of this Fourth Amendment by reference as though fully set forth therein.

     Section 2. As of the Effective Date of this Fourth Amendment, the Current Exhibits are deemed superseded and replaced by the New Exhibits.

     Section 3. Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is employed by Grantee or has a personal financial or economic interest directly or indirectly in this Fourth Amendment or any contract or subcontract resulting therefrom or in the privileges to be

2

granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to the Municipal Code of Chicago (Chapter 2-156). No payment, gratuity or offer of employment shall be made in connection with this ordinance by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of Chapter 2-156 shall be voidable as to the City.

     Section 4. Neither Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33E-11 (1992), as amended, and under the Illinois Municipal Code, Ill. Rev. Stat. Ch. 24, § 11-42-1 (1989) (1990 Supp.)

     Section 5. Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois. Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.

     Section 6. Except as expressly modified in this Fourth Amendment, all other terms, covenants and conditions in the Current Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof. Except as set forth in this Fourth Amendment, all defined terms in the Current Agreement are used in the Fourth Amendment with the same meaning that such terms have in the Current Agreement.

3

     IN WITNESS WHEREOF, the City has caused this Fourth Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written.

(SEAL)	CITY OF CHICAGO
	By:
		TITLE: Commissioner of the
		Department of Environment
Reviewed as to form and legality:
Assistant Corporation Counsel	By:
		TITLE: Director of the
		Department of Revenue
	By:
		TITLE: Commissioner of the
		Department of Transportation
ATTEST:	UNICOM THERMAL TECHNOLOGIES, INC.
	By:
		TITLE: President

4

EXHIBIT 1

     The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the Approved Plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact locations of Grantee’s Distribution Facilities.

Production Plant Number 1:	Northeast corner of South State Street and East Adams Street
Distribution Piping:	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Madison Street. In Adams Street from LaSalle Street to Michigan Avenue.
Production Plant Number 2:	Northwest corner of S. Franklin Street and W. Congress Parkway
Distribution Piping:*	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street to Jackson Boulevard. In Franklin Street from Washington Boulevard to Randolph Street. In Jackson Boulevard, from Franklin Street to Dearborn Street. In LaSalle Street from Washington Boulevard to Van Buren Street. In Washington Boulevard from LaSalle Street to approximately 300 feet west of Franklin Street. In Madison Street from LaSalle Street to Clark Street.

     This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend

* Changes marked to show changes from Amendment Number 3.

the locations of the Distribution Facilities based on changes in construction conditions. All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

2

EXHIBIT 2

Document No. 0 96²⁵³

PASSED by the City Council of the City of
Chicago and deposited in the office of the
City Clerk of said City

MAR 6, 1996

	/s/     James J. Laski
City Clerk		City of Chicago

APPROVED	APPROVED
/s/  Susan S. Shu	/s/  Richard M. Daley
CORPORATION COUNSEL				Mayor
		,	19

STATE OF ILLINOIS,	)
	)	ss.
County of Cook.	)

     I, JAMES J. LASKI, City Clerk of the City of Chicago in the County of Cook and State of Illinois, DO HEREBY CERTIFY that the annexed and foregoing is a true and correct copy of that certain ordinance now on file in my office concerning authorization for execution of fourth amendment to District Cooling System Use Agreement with Unicom Thermal Technologies (formerly Northwind, Incorporated).

     I DO FURTHER CERTIFY that the said ordinance was passed by the City Council of the said City of Chicago on the sixth (6th) day of March, A.D. 19    and deposited in my office on the sixth (6th) day of March, A.D. 1996.

     I DO FURTHER CERTIFY that the vote on the question of the passage of the said ordinance by the said City Council was taken by yeas and nays and recorded in the Journal of the Proceedings of the said City Council, and that the result of said vote so taken was as follows, to wit: Yeas 49, Nays None.

     I DO FURTHER CERTIFY that the said ordinance was delivered to the Mayor of the said City of Chicago after the passage thereof by the said City Council, without delay, by the City Clerk of the said City of Chicago and that the said Mayor did approve and sign the said ordinance on the sixth (6th) day of March, A.D. 1996.

     I DO FURTHER CERTIFY that the original, of which the foregoing is a true copy, is entrusted to my care for safe keeping, and that I am the lawful keeper of the same.

[L.S.] IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the City of Chicago aforesaid, at the said City, in the County and State aforesaid, this eighth (8th) day of March, A.D. 1996

   /s/ James J. Laski
James J. Laski, City Clerk

     This Fifth Amendment to District Cooling System Use Agreement (the “Fifth Amendment”), dated as of October 1, 1996 (the “Effective Date”) by and between the CITY OF CHICAGO, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and UNICOM THERMAL TECHNOLOGIES INC., an Illinois corporation, formerly known as NORTHWIND INC. (the “Grantee”) and a wholly owned subsidiary of Unicom Enterprise which is 100% owned by Unicom Corporation.

WITNESSETH:

     WHEREAS, the City of Chicago and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October l, 1994 (the “Original Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, the Original Agreement has been amended pursuant to a First Amendment to District Cooling System Use Agreement dated as of June 1, 1995 (the “First Amendment”), a Second Amendment to District Cooling System Use Agreement dated as of July 15, 1995 (the “Second Amendment”), a Third Amendment to District Cooling System Use Agreement dated as of February l, 1996 (the “Third Amendment”), and a Fourth Amendment to District Cooling System Use Agreement dated as of April 1, 1996 (the “Fourth Amendment”, and collectively with the Original Agreement, the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment, the “Current Agreement”); and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and

1

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the Current Distribution Facilities (Exhibit 1 and 2 to the Current Agreement are collectively referred to as the “Current Exhibits”); and

     WHEREAS, Grantee desires to amend the Current Exhibits to include in the Current Distribution Facilities for its System a portion of LaSalle Street from Washington Boulevard to Lake Street as described in Exhibits 1 and 2 attached to this Fifth Amendment (the “New Exhibits”); and

     WHEREAS, the City Council of the City on April 16, 1996 approved execution of a Fifth Amendment to the Original Agreement in substantially the form of this Fifth Amendment, including the New Exhibits; and

     WHEREAS, the City and the Grantee now desire to amend the Agreement on the terms and conditions set forth below;

     NOW, THEREFORE,

     It is agreed by the parties hereto as follows:

     Section l. The above recitals are expressly incorporated herein and made a part of this Fifth Amendment by reference as though fully set forth therein.

     Section 2. As of the Effective Date of this Fifth Amendment, the Current Exhibits are deemed superseded and replaced by the New Exhibits; provided, however, that no encroachment on, or interference with, access to underground facilities owned or controlled by the City (including but not limited to installation of facilities within a radius of 10 feet of an entrance to the Chicago Freight Tunnels or the Chicago Trolley Tunnels) or third parties, shall be deemed authorized or permitted by this Fifth Amendment nor, from and after June 1, 1996, authorized or permitted by the Current Agreement (except for Grantee’s facilities authorized by

2

the Third Amendment and actually installed with proper City permit prior to June 1, 1996) Any portion of Grantee’s System which now or in the future violates the preceding sentence shall be removed promptly as required by the City’s Commissioner of Environment or by its Commissioner of Transportation or Grantee shall be deemed in material breach of the Current Agreement, as amended by this Fifth Amendment. Any use of the Chicago Freight Tunnels or the Chicago Trolley Tunnel continues to require separate prior authorization from City Council.

     Section 3. Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is employed by Grantee or has a personal financial or economic interest directly or indirectly in this Fifth Amendment or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to the Municipal Code of Chicago (Chapter 2-156). No payment, gratuity or offer of employment shall be made in connection with this ordinance by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of Chapter 2-156 shall be voidable as to the City.

     Section 4. Neither Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33E-11 (1994 State Bar Edition), as amended, and under the Illinois Municipal Code, 65 ILCS 5/l-1 et seq., (1994 State Bar Edition).

     Section 5. Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois.

3

     Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.

     Section 6. Except as expressly modified in this Fifth Amendment, all other terms, covenants and conditions in the Current Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof. Except as set forth in this Fifth Amendment, all defined terms in the Current Agreement are used in the Fifth Amendment with the same meaning that such terms have in the Current Agreement.

4

     IN WITNESS WHEREOF, the City has caused this Fifth Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and scaled the same on or as of the day and year first written.

(SEAL)		CITY OF CHICAGO
By:	/s/ James J. Laski	By:	/s/ [Illegible]
	TITLE: City Clerk		TITLE: Commissioner of the Department of Environment
Reviewed as to form and legality:
/s/ Susan S. ShuCorporation Counsel		By:	/s/ [Illegible]TITLE: Director of the Department of Revenue
		By:	/s/ [Illegible]TITLE: Commissioner of the Department of Transportation
ATTEST:		UNICOM	THERMAL TECHNOLOGIES, INC.
		By:	/s/ [Illegible]
		TITLE:	President
OFFICIAL SEAL
MAMIE TAKAGI
Notary Public. State of Illinois’
My Commission Expires 6/6/2000

5

EXHIBIT I

     The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the Approved Plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact location of Grantee’s Distribution Facilities.

Production Plant Number 1:	Northeast corner of South State Street and East Adams Street
Distribution Piping:	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Madison Street. In Adams Street from LaSalle Street to Michigan Avenue.
Production Plant Number 2:	Northwest corner of S. Franklin Street and W. Congress Parkway
Distribution Piping:*	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street, from Van Buren Street to Jackson Boulevard. In Franklin Street, from Washington Boulevard to Randolph Street. In Jackson Boulevard, from Franklin Street to Dearborn Street. In LaSalle Street, from Lake Street to Van Buren Street. In Washington Boulevard, from LaSalle Street to approximately 300 feet west of Franklin Street. In Madison Street, from LaSalle Street to Clark Street.

     This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend the locations of the Distribution Facilities based on changes in construction conditions. All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

* Changes marked to show changes from Amendment Number 4.

6

EXHIBIT 2

Amendment 5

7

[LETTERHEAD OF DALEY & GEORGE]

April 18, 1996

Mr. Richard Ryall
Unicom Thermal Technologies
30 West Monroe Street
Suite 500
Chicago, Illinois 60603

                    In re: Fifth Amendment to Use Agreement

Dear Rick:

                    Enclosed please find one (1) certified copy and two (2) non-certified copies of the Ordinance adopted on April 16, 1996 approving the execution of the Fifth Amendment.

                    Please feel free to contact me if you have any questions or comments.

Sincerely,

John J. George

JJG:tc
Enclosure

8

ORDINANCE

                    WHEREAS, on the 14th day of September, 1994, the City Council (the “City Council”) of the City of Chicago, Illinois (the “City”) adopted an Ordinance authorizing the City to enter into a “District Cooling Use Agreement” (the “Original Agreement”) with Unicom Thermal Technologies (formerly Northwind, Inc., and referred to herein as “Grantee”), which grants to Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

                    WHEREAS, the City and Grantee entered into the Original Agreement as of October 1, 1994, and

                    WHEREAS, on the 17th day of May, 1995, the City Council adopted an ordinance authorizing the City to enter into a “First Amendment to District Cooling System Use Agreement” (the “First Amendment”), and

                    WHEREAS, the First Amendment is dated as of June 1, 1995, and

                    WHEREAS, on the 13th day of July, 1995, the City Council adopted an ordinance authorizing the City to enter into a “Second Amendment to District Cooling System Use Agreement” (the “Second Amendment”); and

                    WHEREAS, the Second Amendment is dated as of July 15, 1995; and

                    WHEREAS, on the 10th day of January, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Third Amendment to District Cooling Use Agreement” (the “Third Amendment”); and

                    WHEREAS, the Third Amendment is dated as of February 1, 1996, and

                    WHEREAS, on the 6th day of March, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Fourth Amendment to District Cooling System

9

Use Agreement” (the “Fourth Amendment”, and collectively with the Original Agreement, the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment the “Current Agreement”); and

                    WHEREAS, the Fourth Amendment is dated as of April 1, 1996; and

                    WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and

                    WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System including the Current Distribution Facilities; and

                    WHEREAS, Grantee wishes to expand its authority to use Public Ways of the City for its System by amending Exhibits 1 and 2 to the Current Agreement to include in the Current Distribution Facilities, a portion of LaSalle Street from Washington Boulevard to Lake Street as further described and depicted in Exhibit A to this Ordinance, and

                    WHEREAS, the City does not object to such amendment of Exhibits 1 and 2 to the Current Agreement, now, therefore,

                    BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:

                    SECTION 1: The above recitals are expressly incorporated herein and made a part of this ordinance by reference as though fully set forth herein.

                    SECTION 2: Subject to the approval of the Corporation Counsel, the Commissioner of the Department of the Environment, the Commissioner of the Department of Transportation, and the Director of the Department of Revenue are hereby authorized to enter into and execute on behalf of the City, a Fifth Amendment to the District Cooling System Use Agreement (the “Fifth Amendment”) substantially in the form attached hereto as Exhibit A,

10

subject to such changes as such officials shall approve, their signature being conclusive evidence of their acceptance of such changes.

                    SECTION 3: This Ordinance shall be in full force and effect upon its passage and approval.

                    SECTION 4: All ordinances and resolutions, or parts thereof, in conflict with this ordinance are, to the extent of such conflict, hereby repealed.

11

EXHIBIT A

                    This Fifth Amendment to District Cooling System Use Agreement (the “Fifth Amendment”), dated as of                     , 1996 (the “Effective Date”) by and between the CITY OF CHICAGO, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and UNICOM THERMAL TECHNOLOGIES. INC., an Illinois corporation, formerly known as NORTHWIND INC. (the “Grantee”) and a wholly owned subsidiary of Unicom Enterprise which is 100% owned by Unicom Corporation.

WITNESSETH:

                    WHEREAS, the City of Chicago and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994 (the “Original Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

                    WHEREAS, the Original Agreement has been amended pursuant to a First Amendment to District Cooling System Use Agreement dated as of June 1, 1995 (the “First Amendment”), a Second Amendment to District Cooling System Use Agreement dated as of July 15, 1995 (the “Second Amendment”), a Third Amendment to District Cooling System Use Agreement dated as of February 1, 1996 (the “Third Amendment”), and a Fourth Amendment to District Cooling System Use Agreement dated as of April 1, 1996 (the “Fourth Amendment”, and collectively with the Original Agreement, the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment, the “Current Agreement”); and

12

                    WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and

                    WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the Current Distribution Facilities (Exhibit 1 and 2 to the Current Agreement are collectively referred to as the “Current Exhibits”); and

                    WHEREAS, Grantee desires to amend the Current Exhibits to include in the Current Distribution Facilities for its System a portion of LaSalle Street from Washington Boulevard to Lake Street as described in Exhibits 1 and 2 attached to this Fifth Amendment (the “New Exhibits”); and

                    WHEREAS, the City Council of the City on                       , 1996 approved execution of a Fifth Amendment to the Original Agreement in substantially the form of this Fifth Amendment, including the New Exhibits, and

                    WHEREAS, the City and the Grantee now desire to amend the Agreement on the terms and conditions set forth below,

                    NOW, THEREFORE,

                    It is agreed by the parties hereto as follows:

                    Section 1. The above recitals are expressly incorporated herein and made a part of this Fifth Amendment by reference as though fully set forth therein.

                    Section 2. As of the Effective Date of this Fifth Amendment, the Current Exhibits are deemed superseded and replaced by the New Exhibits.

                    Section 3. Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is employed by Grantee or has a personal financial or economic interest directly or indirectly in this

13

Fifth Amendment or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to the Municipal Code of Chicago (Chapter 2-156). No payment, gratuity or offer of employment shall be made in connection with this ordinance by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of Chapter 2-156 shall be voidable as to the City.

                    Section 4. Neither Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33E-11 (1992), as amended, and under the Illinois Municipal Code, Ill. Rev. Stat. Ch. 24 § 11-42-1 (1989) (1990 Supp.)

                    Section 5. Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois. Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.

                    Section 6. Except as expressly modified in this Fifth Amendment, all other terms, covenants and conditions in the Current Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof. Except as set forth in this Fifth Amendment, all defined terms in the Current Agreement are used in the Fifth Amendment with the same meaning that such terms have in the Current Agreement.

14

                    IN WITNESS WHEREOF, the City has caused this Fifth Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written.

(SEAL)	CITY OF CHICAGO
	By:
	TITLE: Commissioner of the
	Department of Environment
Reviewed as to form and legality:
	By:
Assistant Corporation Counsel	Title: Director of the
	Department of Revenue
	By:
	TITLE: Commissioner of the
	Department of Transportation
ATTEST:	UNICOM THERMAL TECHNOLOGIES, INC.
	By:
	TITLE: President

15

EXHIBIT 1

     The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the Approved Plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact location of Grantee’s Distribution Facilities.

Production Plant Number 1:	Northeast corner of South State Street and East Adams Street
Distribution Piping:	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Madison Street. In Adams Street from LaSalle Street to Michigan Avenue.
Production Plant Number 2:	Northwest corner of S. Franklin Street and W. Congress Parkway
Distribution Piping:*	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street, from Van Buren Street to Jackson Boulevard. In Franklin Street, from Washington Boulevard to Randolph Street. In Jackson Boulevard, from Franklin Street to Dearborn Street. In LaSalle Street, from Lake Street to Van Buren Street. In Washington Boulevard, from LaSalle Street to approximately 300 feet west of Franklin Street. In Madison Street, from LaSalle Street to Clark Street.

     This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend the locations of the Distribution Facilities based on changes

16

in construction conditions. All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

* Changes marked to show changes from Amendment Number 4.

17

     Unicom Thermal Technologies, Inc. is a wholly owned subsidiary of Unicom Enterprises, Inc.

     Unicom Enterprises, Inc. is a wholly owned subsidiary of Unicom Corporation.

     Unicom Corporation is a New York Stock Exchange traded public company.

18

EXHIBIT 2

19

     Unicom Thermal Technologies, Inc. is a wholly owned subsidiary of Unicom Enterprises, Inc.

     Unicom Enterprises, Inc. is a wholly owned subsidiary of Unicom Corporation.

     Unicom Corporation is a New York Stock Exchange traded public company.

20

DISCLOSURE OF OWNERSHIP INTEREST

Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the Municipal Code of the City of Chicago, all grantees/ proposers shall provide the following information with their proposal. Notwithstanding, the Corporation Counsel may require an additional information which is reasonably intended to achieve full disclosure of ownership interests from grantee or proposer. Every question must be answered. If the question is not applicable, answer with “NA.” If the answer is none, please answer “None.” Note: The person preparing Section I, II, III, IV or V of this statement must sign the bottom of Page 4 before a Notary Public.

Grantee/ Proposer Name:	Unicom Thermal Technologies, Inc.
Grantee/ Proposer Address:	30 West Monroe, Suite 500
	Chicago, Illinois 60603

Grantee/ Proposer is a :		(x)	Corporation;	(  )	Sole Proprietor;	(  )	Partnership;
	(Check One)	(  )	Not-for Profit Corporation	(  )	Joint Venturer*;	(  )	Other;

*Each Joint Venture Partner must submit a completed Disclosure of Ownership Interest.

SECTION 1 — FOR PROFIT CORPORATIONS

a.	Incorporated in the State of            Illinois
b.	Authorized to do business in the State of Illinois: YES þ NO o
c.	Name of all Officers of corporation (or Attach List): Names of all Directors of Corporation (or Attach List):

Name (Print or Type)	Title (Print or Type)	Name (Print or Type)	Title (Print or Type)
	Chairman of the Board		President
Mr. James J. O’Connor	Director/Officer	Mr. Don Petkus	Director/ Officer
Mr. Samuel Skinner	Director	Mr. William Downey	Director
Mr. Robert Manning	Director	Mr. John Bukovski	Director
Mr. Leo Mullin	Director/Officer	Mr. David Scholz	Officer
		Mr. Dennis O’Brien	Officer

d. If the corporation has fewer than 100 shareholders indicate here or attach a list of names and addresses of all shareholders and the percentage interest of each

Name (Print or Type)	Address	Ownership Interest
		%
		%
		%
		%

21

DISCLOSURE OF OWNERSHIP INTEREST

e. The corporation is owned partially or completely by one or more other corporations: YES þ NO o

     If “yes,” submit a Disclosure of Ownership Interests form for each of said corporations.

f. If the corporation has 100 or more shareholders, indicate here or attach a list of names and addresses of all shareholders owning shares equal to or in excess of 10% of the proportionate ownership of the corporation and indicate the percentage interest of each.

Name (Print or Type) Title (Print or Type) Name (Print or Type) Title (Print or Type)

NOTE: Generally, with corporations having 100 or more shareholders where no shareholders own 10% of the share, the requirements of this Section I would be satisfied by the Grantee/Proposer enclosing, with his proposal, a copy of the corporation’s latest published annual report and/or Form 10-K if the information is contained therein.

SECTION II — PARTNERSHIPS

N/A

     If the grantee/proposer is a partnership, indicate the name of each partner and the percentage of interest of each therein:

Names of Partner (Print or Type)	Percentage Interest
		%
		%
		%
		%
		%
		%

22

DISCLOSURE OF OWNERSHIP INTEREST

SECTION III — SOLE PROPRIETORSHIPS

N/A

a. The grantee/ proposer is a sole proprietor and is not acting in any representative capacity in behalf of any beneficiary:

     YES o NO o If NO, complete items b and c of this Section III.

b. If the sole proprietor is held by an agent(s) or a nominee(s), indicate the principal(s) for whom the agent or nominee hold such interest:

Name(s) of Principal(s) (Print or Type)

c. If the interest of a spouse or any other party is constructively controlled by another party or legal entity, state the name and address of such person or entity possessing such control and the relationship under which such control is being or may be exercised:

SECTION IV — LAND TRUSTS, BUSINESS TRUSTS, ESTATES & OTHER ENTITIES

If the grantee/proposer is a land trust, business trust, estate or other similar commercial or legal entity, identify any representative, person or entity holding legal title as well as each beneficiary in whose behalf title is held, including the name, address and percentage of interest of each beneficiary:

23

DISCLOSURE OF OWNERSHIP INTERESTS

SECTION V — NOT FOR PROFIT CORPORATIONS

N/A

a.	Incorporated in the State of
b.	Authorized to do business in the State of Illinois: YES o NO o
c.	Names of all Officers of corporation (or Attach List): Names of all Directors of Corporation (or Attach List):

Name (Print or Type) Title (Print or Type) Name (Print or Type) Title (Print or Type)

NOTE: Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the Municipal Code of the City of Chicago, the Corporation Counsel of the City of Chicago may require any such additional from any entity to achieve full disclosure relevant to the contract.

STATE OF	Illinois	)
		)SS
COUNTY OF	Cook	)

This undersigned having been duly sworn, states that (he) or (she) is authorized to make this affidavit in behalf of the applicant, that the information disclosed in this economic disclosure statement and any accompanying schedules, is true and complete to the best of (his) or (her) knowledge, and that the applicant has withheld no disclosure as to economic interest in the undertaking for which this application is made, nor reserved any information, date or plan as to the intended use or purpose for which it seeks action by the City.

/s/ David A. Scholz (Signature of Persons Making Statement)

David A Scholz Name of Person Making Statement (Print or Type)
 
Secretary Title

“OFFICIAL SEAL”
Sherri Doehler
Notary Public, State of Illinois
My Commission Expires 7/13/97

Subscribed to before me this 12th day of April, A.D., 1996

/s/ Sherri Doehler (Notary Public Signature)

24

DISCLOSURE OF OWNERSHIP INTEREST

     Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the Municipal Code of the City of Chicago, all grantees/ proposers shall provide the following information with their proposal. Notwithstanding, the Corporation Counsel may require an additional information which is reasonably intended to achieve full disclosure of ownership interests from grantee or proposer. Every question must be answered. If the question is not applicable, answer with “NA.” If the answer is none, please answer “None.” Note: The person preparing Section I, II, III, IV or V of this statement must sign the bottom of Page 4 before a Notary Public.

Grantee/ Proposer Name:	Unicom Enterprises, Inc.
Grantee/ Proposer Address:	10 South Dearborn, 37th Floor
	Chicago, Illinois 60690-0767

Grantee/ Proposer is a :		(x)	Corporation;	(  )	Sole Proprietor;	(  )	Partnership;
	(Check One)	(  )	Not-for Profit Corporation	(  )	Joint Venturer*;	(  )	Other;

     *Each Joint Venture Partner must submit a completed Disclosure of Ownership Interest.

SECTION 1 — FOR PROFIT CORPORATIONS

a.	Incorporated in the State of            Illinois
b.	Authorized to do business in the State of Illinois: YES þ NO o
c.	Name of all Officers of corporation (or Attach List): Names of all Directors of Corporation

(or Attach List):

Name (Print or Type)	Title (Print or Type)	Name (Print or Type)	Title (Print or Type)
Mr. James J. O’Connor	Director/ Officer	Mr. John C. Bukovski	Director
Mr. Samuel K. Skinner	Director/Officer	Mr. William H. Downey	Director
Mr. Leo F. Mullin	Director/Officer	Mr. David Scholz	Officer
Mr. Robert J. Manning	Director	Mr. Dennis O’Brien	Officer

d. If the corporation has fewer than 100 shareholders indicate here or attach a list of names and addresses of all shareholders and the percentage interest of each

Name (Print or Type)	Address	Ownership Interest
		%
		%
		%
		%

25

DISCLOSURE OF OWNERSHIP INTEREST

e. The corporation is owned partially or completely by one or more other corporations: YES þ NO o

If “yes,” submit a Disclosure of Ownership Interests form for each of said corporations.

f. If the corporation has 100 or more shareholders, indicate here or attach a list of names and addresses of all shareholders owning shares equal to or in excess of 10% of the proportionate ownership of the corporation and indicate the percentage interest of each.

Name (Print or Type) Title (Print or Type) Name (Print or Type) Title (Print or Type)

NOTE: Generally, with corporations having 100 or more shareholders where no shareholders own 10% of the share, the requirements of this Section I would be satisfied by the Grantee/Proposer enclosing, with his proposal, a copy of the corporation’s latest published annual report and/or Form 10-K if the information is contained therein.

SECTION II — PARTNERSHIPS

If the grantee/proposer is a partnership, indicate the name of each partner and the percentage of interest of each therein:

Names of Partner (Print or Type)	Percentage Interest
	%
	%
	%
	%
	%
	%

26

DISCLOSURE OF OWNERSHIP INTEREST

SECTION III — SOLE PROPRIETORSHIPS

N/A

a. The grantee/ proposer is a sole proprietor and is not acting in any representative capacity in behalf of any beneficiary:

     YES o NO o If NO, complete items b and c of this Section III.

b. If the sole proprietor is held by an agent(s) or a nominee(s), indicate the principal(s) for whom the agent or nominee hold such interest:

Name(s) of Principal(s) (Print or Type)

c. If the interest of a spouse or any other party is constructively controlled by another party or legal entity, state the name and address of such person or entity possessing such control and the relationship under which such control is being or may be exercised:

SECTION IV — LAND TRUSTS, BUSINESS TRUSTS, ESTATES & OTHER ENTITIES

If the grantee/proposer is a land trust, business trust, estate or other similar commercial or legal entity, identify any representative, person or entity holding legal title as well as each beneficiary in whose behalf title is held, including the name, address and percentage of interest of each beneficiary:

27

DISCLOSURE OF OWNERSHIP INTERESTS

SECTION V — NOT FOR PROFIT CORPORATIONS

N/A

a.	Incorporated in the State of
b.	Authorized to do business in the State of Illinois: YES o NO o
c.	Names of all Officers of corporation (or Attach List): Names of all Directors of Corporation (or Attach List):

Name (Print or Type) Title (Print or Type) Name (Print or Type) Title (Print or Type)

NOTE: Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the Municipal Code of the City of Chicago, the Corporation Counsel of the City of Chicago may require any such additional from any entity to achieve full disclosure relevant to the contract.

STATE OF	Illinois	)
		)SS
COUNTY OF	Cook	)

This undersigned having been duly sworn, states that (he) or (she) is authorized to make this affidavit in behalf of the applicant, that the information disclosed in this economic disclosure statement and any accompanying schedules, is true and complete to the best of (his) or (her) knowledge, and that the applicant has withheld no disclosure as to economic interest in the undertaking for which this application is made, nor reserved any information, date or plan as to the intended use or purpose for which it seeks action by the City.

/s/ David A. Scholz (Signature of Persons Making Statement)

David A Scholz Name of Person Making Statement (Print or Type)

Secretary Title

“OFFICIAL SEAL”
Sherri Doehler
Notary Public, State of Illinois
My Commission Expires 7/13/97

Subscribed to before me this 12th day of April, A.D., 1996

/s/ Sherri Doehler (Notary Public Signature)

28

DISCLOSURE OF OWNERSHIP INTEREST

     Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the Municipal Code of the City of Chicago, all grantees/proposers shall provide the following information with their proposal. Notwithstanding, the Corporation Counsel may require an additional information which is reasonably intended to achieve full disclosure of ownership interests from grantee or proposer. Every question must be answered. If the question is not applicable, answer with, “NA.” If the answer is none, please answer “None.” Note: The person preparing Section I, II, III, IV or V of this statement must sign the bottom of Page 4 before a Notary Public.

Grantee/ Proposer Name:	Unicom Corporation
Grantee/ Proposer Address:	10 South Dearborn
	Chicago, Illinois 60690-0767

Grantee/ Proposer is a :		(x)	Corporation;	(  )	Sole Proprietor;	(  )	Partnership;
	(Check One)	(  )	Not-for Profit Corporation	(  )	Joint Venturer*;	(  )	Other;

     *Each Joint Venture Partner must submit a completed Disclosure of Ownership Interest.

SECTION 1 — FOR PROFIT CORPORATIONS

a. Incorporated in the State of Illinois

b. Authorized to do business in the State of Illinois: YES x NO o

c. Name of all Officers of corporation (or Attach List): Names of all Directors of Corporation (or Attach List):

Name (Print or Type)	Title (Print or Type)	Name (Print or Type)	Title (Print or Type)
See Attached	Directors
See Attached	Officers

d. If the corporation has fewer than 100 shareholders indicate here or attach a list of names and addresses of all shareholders and the percentage interest of each

Name (Print or Type)	Address	Ownership Interest
		%
		%
		%
		%

29

DISCLOSURE OF OWNERSHIP INTEREST

e. The corporation is owned partially or completely by one or more other corporations: YES o NO o

See Below

If “yes,” submit a Disclosure of Ownership Interests form for each of said corporations.

f. If the corporation has 100 or more shareholders, indicate here or attach a list of names and addresses of all shareholders owning shares equal to or in excess of 10% of the proportionate ownership of the corporation and indicate the percentage interest of each.

Name (Print or Type)	Title (Print or Type)	Name (Print or Type)	Title (Print or Type)
All share holders are below 10% as per May 24, 1995 Proxy

NOTE: Generally, with corporations having 100 or more shareholders where no shareholders own 10% of the share, the requirements of this Section I would be satisfied by the Grantee/Proposer enclosing, with his proposal, a copy of the corporation’s latest published annual report and/or Form 10-K if the information is contained therein.

SECTION II — PARTNERSHIPS

N/A

If the grantee/proposer is a partnership, indicate the name of each partner and the percentage of interest of each therein:

Names of Partner (Print or Type)	Percentage Interest
	%
	%
	%
	%
	%
	%

30

DISCLOSURE OF OWNERSHIP INTEREST

SECTION III — SOLE PROPRIETORSHIPS

N/A

a. The grantee/proposer is a sole proprietor and is not acting in any representative capacity in behalf of any beneficiary:

       YES o NO o If NO, complete items b and c of this Section III.

b. If the sole proprietor is held by an agent(s) or a nominee(s), indicate the principal(s) for whom the agent or nominee hold such interest:

Name(s) of Principal(s) (Print or Type)

c. If the interest of a spouse or any other party is constructively controlled by another party or legal entity, state the name and address of such person or entity possessing such control and the relationship under which such control is being or may be exercised:

SECTION IV — LAND TRUSTS, BUSINESS TRUSTS, ESTATES & OTHER ENTITIES

N/A

If the grantee/proposer is a land trust, business trust, estate or other similar commercial or legal entity, identify any representative, person or entity holding legal title as well as each beneficiary in whose behalf title is held, including the name, address and percentage of interest of each beneficiary:

31

DISCLOSURE OF OWNERSHIP INTERESTS

SECTION V — NOT FOR PROFIT CORPORATIONS

N/A

a.	Incorporated in the State of
b.	Authorized to do business in the State of Illinois: YES o NO o
c.	Names of all Officers of corporation (or Attach List): Names of all Directors of Corporation (or Attach List):

Name (Print or Type) Title (Print or Type) Name (Print or Type) Title (Print or Type)

NOTE: Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the Municipal Code of the City of Chicago, the Corporation Counsel of the City of Chicago may require any such additional from any entity to achieve full disclosure relevant to the contract.

STATE OF	Illinois	)
		)SS
COUNTY OF	Cook	)

     This undersigned having been duly sworn, states that (he) or (she) is authorized to make this affidavit in behalf of the applicant, that the information disclosed in this economic disclosure statement and any accompanying schedules, is true and complete to the best of (his) or (her) knowledge, and that the applicant has withheld no disclosure as to economic interest in the undertaking for which this application is made, nor reserved any information, date or plan as to the intended use or purpose for which it seeks action by the City.

/s/ David A. Scholz

(Signature of Persons Making Statement)

David A Scholz

Name of Person Making Statement (Print or Type)

Secretary

Title

“OFFICIAL SEAL”
Sherri Doehler
Notary Public,
State of Illinois
My Commission Expires 7/13/97

Subscribed to before me this 12^th day of April, A.D., 1996

/s/ Sherri Doehler

(Notary Public Signature)

32

Disclosure of Ownership Interests
Attachment

     The following list will provide the names of the Directors of Unicom Corporation:

Jean Allard
Edward A. Brennan
James Compton
Sue Gin
Donald Jacobs
Edgar D. Jannotta
George Johnson
Edward Mason
Leo Mullin
James J. O’Connor
Frank Olson
Samuel Skinner

The following list represents the current Officers:

James J. O’Connor
Samuel Skinner
Donald Petkus
John Bukovski
Roger Kovack
Dennis O’Brien
David Scholz
John T. Costello
Leo Mullin

Document No. 0 963590

PASSED by the City Council of the City of
Chicago and deposited in the office of the
City Clerk of said City.
APR 16 1996

City Clerk            City of Chicago

APPROVED:	APPROVED:
	Richard M. Daley
CORPORATION COUNSEL	MAYOR

STATE OF ILLINOIS,	}
County of Cook.	} ss.

     I,             James J. Laski,             City Clerk of the City of Chicago in the County of Cook and State of Illinois, DO HEREBY CERTIFY that the annexed and foregoing is a true and correct copy of that certain ordinance now on file in my office concerning ordinance authorizing the fifth amendment to the District Cooling agreement between .the City and Unicom Thermal Technologies, Inc.

     I DO FURTHER CERTIFY that the said ordinance was passed by the City Council of the said City of said City of Chicago on the sixteenth (16^th) day of April, A.D. 1996.

     I DO FURTHER CERTIFY that the vote on the question of the passage of the said ordinance by the said City Council was taken by yeas and nays and recorded in the Journal of the Proceedings of the said City Council, am that the result or said vole so oven was as follows, to wit: Yeas.-47, Nays None_.

     I DO FURTHER CERTIFY that the said ordinance was delivered to the Mayor of the said City of Chicago after the passage thereof by the said City Council, without delay, by the City Clerk of the said City of Chicago, and that the said Mayor did approve and sign the said ordinance on the sixteenth (16^th) day of April, A.D. 1996.

     I DO FURTHER CERTIFY that the original, of which the foregoing is a true copy, is entrusted to my care for safe keeping, and that I am the lawful keeper of the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the City of Chicago aforesaid, the at the said City, in the County and State aforesaid, this seventeenth (17^th) day of April, A.D. 1996.

/s/ James J. Laski  

James J. Laski, City Clerk 

1

[Daley and George, Ltd. Letterhead]

                               January 27, 1997

BY MESSENGER

Mr. Donald A. Petkus, President
Unicom Thermal Technologies
30 West Monroe Street
Suite 500
Chicago, Illinois 60603

     In re:      Sixth Amendment to District Cooling System Use Agreement

Dear Don:

     I am returning herewith the duly executed Sixth Amendment to District Cooling System Use Agreement. This is an important document and should be retained in your permanent records.

     Please feel free to contact me if you have any questions or comments.

     Continued Best Wishes.

Sincerely,

John J. George

JJG:tc
Enclosure

cc: Stan Gent
Rick Ryall

     This Sixth Amendment to District Cooling System Use Agreement (the “First Amendment”), dated as of November 7, 1996 (the “Effective Date”) by and between the CITY OF CHICAGO, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and UNICOM THERMAL TECHNOLOGIES, INC., an Illinois corporation, (the “Grantee”) and a wholly owned subsidiary of Unicom Enterprise which is 100% owned by Unicom Corporation.

WITNESSETH:

     WHEREAS, the City of Chicago and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994, as amended (the “Current Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current Distribution Facilities” for the Grantee’s System and the Grantee’s “First Plant” and “Second Plant” (as those terms are defined in the Current Agreement); and

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the current distribution facilities (“Current Distribution Facilities”); and

     WHEREAS, the Grantee has obtained approval from the City to construct a district cooling facility on private property located in the Blue Cross Blue Shield Building at the northeast corner of Randolph Street and Columbus Drive (the “Third Plant”) be connected with the System; and

     WHEREAS, Grantee desires to interconnect the Third Plant with the System; and

     WHEREAS, Grantee also desires to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances in the City’s public ways to be

located on a portion of Columbus Drive, from Randolph Street to South Water Street; a portion of South Water Street, from Columbus Drive to Garland Court; a portion of Garland Court, from South Water Street to Lake Street; and a portion of Lake Street, from Garland Court to LaSalle Street as further described and depicted in Exhibit A to this Agreement (the “Additional Distribution Facilities”) which shall be interconnected with the Third Plant; and

     WHEREAS, the Grantee desires to amend the Exhibits 1 and 2 to the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Amended Exhibits l and 2 attached to this Sixth Amendment (the “Amended Exhibits”); and

     WHEREAS, the City Council of the City on October 30, 1996 approved execution of a Sixth Amendment to the Current Agreement in substantially the form of this Sixth Amendment, including the Amended Exhibits; and

     WHEREAS the City and the Grantee now desire to amend the Agreement on the terms and conditions set forth below;

     NOW, THEREFORE,

     It is agreed by the parties hereto as follows:

     Section 1. The above recitals are expressly incorporated herein and made a part of this Sixth Amendment by reference as though fully set forth therein.

     Section 2. As of the Effective Date of this Sixth Amendment, the Current Exhibits are deemed superseded and replaced by the Amended Exhibits.

     Section 3. As of the Effective Date of this Sixth Amendment, pursuant to Section 7.1.2(b) of the Current Agreement, Section 5.1 of the Current Agreement is hereby amended in its entirety to read as follows:

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     “Section 5.1 General Compensation.

Grantee agrees to pay the City as General Compensation during each Compensation Year for the use of the Public Ways throughout the duration of this Agreement (subject to the City’s rights of adjustment set forth in Section 2.3 hereof) a sum equal to the General Compensation as set forth below. The General Compensation during the Compensation Year ending December 31, 1995 shall be the greater of $50,000 or two percent (2%) of Grantee’s Total Gross Billings. The General Compensation during the Compensation Year ending December 31, 1996 shall be the greater of $140,000 or two percent (2%) of Grantee’s Total Gross Billings. The General Compensation during the Compensation Year ending December 31, 1997 shall be the greater of $320,000 or 2% of Grantee’s Total Gross Billings (including for 1997 and all future Compensation Years amounts generated by the Third Plant). For the 1998 Compensation Year (subject to adjustments made pursuant to Section 7.1.2), the General Compensation fees shall be the greater of $320,000, or 2% of Total Gross Billings (subject to adjustments made pursuant to Section 7.1.2). For each Compensation Year beginning with the 1999 Compensation Year the General Compensation fee shall be two percent (2%) of Total Gross Billings; but in no case shall the General Compensation for any Compensation Year beginning with 1999 be less $320,000 (subject to adjustment pursuant to Section 7.1.2 hereof), adjusted for the rate of inflation during the preceding Compensation Year pursuant to the Consumer Price Index for Urban Affairs. All rates of compensation set forth in this paragraph are subject to the City’s right of adjustment set forth in Section 2.3 hereof, as applicable.”

     Section 4. Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is

3

employed by Grantee or has a personal financial or economic interest directly or indirectly in this Agreement or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to the Municipal Code of Chicago (Chapter 2-156) (the “Code”). No payment, gratuity or offer of employment shall be made in connection with this ordinance by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of said Chapter 2-156 shall be voidable as to the City.

     Section 5. Neither Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33E-11 (1994 State Bar Edition) and under the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition.

     Section 6. It shall be the duty of Grantee, all contractors, and all officers, directors, agents, partners, and employees of Grantee to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Code. Grantee shall inform all its contractors of the provision and require understanding and compliance herewith.

     Section 7. Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois. Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.

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     Section 8. If Grantee conducts any business operations in Northern Ireland, it is hereby required that Grantee make all reasonable and good faith efforts to conduct any such business operations in Northern Ireland in accordance with the MacBride Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 Ill. Laws 3220).

     Section 9. Except as expressly modified in this Sixth Amendment, all other terms, covenants and conditions in the Current Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof. Except as set forth in this Sixth Amendment, all defined terms in the Agreement are used in the Sixth Amendment with the same meaning that such terms have in the Current Agreement.

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     IN WITNESS WHEREOF, the City has caused this Sixth Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written.

(SEAL)		CITY OF CHICAGO
By:	/s/ James J. Laski	By:		/s/ [ILLEGIBLE]
	TITLE: City Clerk		TITLE:	Commissioner of the
				Department of Environment
Reviewed as to form and legality:
	/s/ [ILLEGIBLE]	By:		/s/ [ILLEGIBLE]
Assistant Corporation Counsel			TITLE:	Director of the
				Department of Revenue
		By:		/s/ [ILLEGIBLE]
			TITLE:	Commissioner of the
				Department of Transportation
ATTEST:		UNICOM THERMAL TECHNOLOGIES, INC.
	/s/ Mamie Takagi	By:		/s/ [ILLEGIBLE]
			TITLE:	President

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EXHIBIT 1

     The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the Approved Plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact locations of Grantee’s Distribution Facilities.

Production Plant Number 1:	Northeast corner of South State Street and East Adams Street
Distribution Piping:	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Madison Street. In Adams Street from LaSalle Street to Michigan Avenue.
Production Plant Number 2:	Northwest corner of S. Franklin Street and W. Congress Parkway
Distribution Piping:	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street to Jackson Boulevard. In Franklin Street from Washington Boulevard to Randolph Street. In Jackson Boulevard, from Franklin Street to Dearborn Street. In LaSalle Street, from Lake Street to Van Buren Street. In Washington Boulevard, from LaSalle Street to approximately 300 feet west of Franklin Street. In Madison Street, from LaSalle Street to Clark Street.
Production Plant Number 3:	Northeast corner of Randolph and Columbus Drive (located in the Blue Cross Blue Shield Building)
Distribution Piping:	In Columbus Drive, from Randolph Street to South Water Street. In South Water Street, from Columbus Drive to Garland Court. In Garland Court, from South Water Street to Lake Street. In Lake Street, from Garland Court to LaSalle Street.

     This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend

the locations of the Distribution Facilities based on changes in construction conditions. All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

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[LETTERHEAD]

November 7, 1996

BY MESSENGER
Mr. Donald A. Petkus, President
Unicom Thermal Technologies
30 West Monroe Street
Suite 500
Chicago, Illinois 60603

In re:	Sixth Amendment to District
	Cooling System Use Agreement

Dear Don:

            Enclosed please find two (2) certified copies of the Ordinance passed by the City Council on October 30, 1996 authorizing the execution of the Sixth Amendment to District Cooling System Use Agreement. I have requested that the Department of Law forward execution copies to my office.

            Please call if you should have any questions.

Sincerely,

John J. George

JJG: tc
Enclosure
cc:	Stan Gent
	Rick Ryall

STATE OF ILLINOIS,	)
	)	SS.
COUNTY OF COOK.	)

I, JAMES J. LASKI, City Clerk of the City of Chicago, in the County of Cook and State of Illinois, DO HEREBY CERTIFY that the annexed and foregoing is a true and correct copy of that certain ordinance authorizaing for execution of Sixth Amendment to District Cooling System Use Agreement with Unicom Thermal Technologies (formerly Northwind Incorporated; which ordinance was passed by the City Council of the City of Chicago at the regular meeting held on the thirtieth (30th) day of October, A.D. 1996.

I DO FURTHER CERTIFY that the original, of which the foregoing is a true and correct copy, is on file in my office and that I am the lawful custodian of the same.

	WITNESS MY HAND and the corporate
seal of the said City of Chicago this first (1st)
day of November, A.D. 1996.
JAMES J. LASKI, City Clerk

ORDINANCE

     WHEREAS, on the 14th day of September, 1994, the City Council (the “City Council”) of the City of Chicago, Illinois (the “City”) adopted an Ordinance authorizing the City to enter into a “District Cooling Use Agreement” (the “Original Agreement”) with Unicom Thermal Technologies (formerly Northwind, Inc., and referred to herein as “Grantee”), which grants to Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, the City and Grantee entered into the Original Agreement as of October 1, 1994; and

     WHEREAS, on the 17th day of May, 1995, the City Council adopted an ordinance authorizing the City to enter into a “First Amendment to District Cooling System Use Agreement” (the “First Amendment”); and

     WHEREAS, the First Amendment is dated as of June 1, 1995; and

     WHEREAS, on the 13th day of July, 1995, the City Council adopted an ordinance authorizing the City to enter into a “Second Amendment to District Cooling System Use Agreement” (the “Second Amendment”); and

     WHEREAS, the Second Amendment is dated as of July 15, 1995; and

     WHEREAS, on the 10th day of January, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Third Amendment to District Cooling Use Agreement” (the “Third Amendment”); and

     WHEREAS, the Third Amendment is dated as of February 1, 1996; and

     WHEREAS, on the 6th day of March, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Fourth Amendment to District Cooling System Use Agreement” (the “Fourth Amendment”); and

     WHEREAS, the Fourth Amendment is dated as of April 1, 1996; and

     WHEREAS, on April 16, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Fifth Amendment to District Cooling Use Agreement” (the “Fifth Amendment”, and collectively with the Original Agreement all prior Amendments described above, the “Current Agreement”); and

     WHEREAS, the Fifth Amendment is dated as of October 1, 1996, and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System including the Current Distribution Facilities; and

     WHEREAS, the Grantee has obtained approval from the City to construct a district cooling facility on private property located in the Blue Cross Blue Shield Building at the northeast corner of Randolph Street and Columbus Drive (the “Third Plant”); and

     WHEREAS, Grantee desires to interconnect the Third Plant with the System; and

     WHEREAS, Grantee also desires to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances in the City’s public ways to be located on a portion of Columbus Drive, from Randolph Street to South Water Street; a portion of South Water Street, from Columbus Drive to Garland Court; a portion of Garland Court, from South Water Street to Lake Street; and a portion of Lake Street, from Garland Court to LaSalle Street as further described and depicted in Exhibit A to this Ordinance (the “Additional Distribution Facilities”) which shall be interconnected with the Third Plant; and

2

     WHEREAS, the Grantee desires to amend the Exhibits 1 and 2 to the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Exhibit A to this Ordinance; and

     WHEREAS, pursuant to Section 7.1.2 of the Current Agreement, Grantee’s minimum fees set forth in Section 5 of the Current Agreement shall be increased proportionate to the maximum capacity of the Third Plant once it is interconnected with the System.

     WHEREAS, the City and Grantee now desire to amend the Current Agreement to reflect changes to Exhibits 1 and 2 to the Current Agreement and make certain other changes set forth to Exhibit A; now, therefore,

     BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:

     SECTION l: The above recitals are expressly incorporated herein and made a part of this ordinance by reference as though fully set forth herein.

     SECTION 2: Subject to the approval of the Corporation Counsel, the Commissioner of the Department of the Environment, the Commissioner of the Department of Transportation, and the Director of the Department of Revenue are hereby authorized to enter into and execute on behalf of the City, a Sixth Amendment to the District Cooling System Use Agreement (the “Sixth Amendment”) substantially in the form attached hereto as Exhibit A, subject to such changes as such officials shall approve, their signature being conclusive evidence of their acceptance of such changes. Such officials may also negotiate in the Sixth Amendment such additional environmental terms and conditions as shall be deemed desirable by the Commissioner of the City’s Department of the Environment.

     SECTION 3: This Ordinance shall be in full force and effect upon its passage and approval.

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     SECTION 4: All ordinances and resolutions, or parts thereof, in conflict with this ordinance are, to the extent of such conflict, hereby repealed.

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EXHIBIT A

     This Sixth Amendment to District Cooling System Use Agreement (the “First Amendment”), dated as of                   , 1996 (the “Effective Date”) by and between the CITY OF CHICAGO, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and UNICOM THERMAL TECHNOLOGIES, INC., an Illinois corporation, (the “Grantee”) and a wholly owned subsidiary of Unicom Enterprise which is 100% owned by Unicom Corporation.

WITNESSETH:

     WHEREAS, the City of Chicago and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994, as amended (the “Current Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current Distribution Facilities” for the Grantee’s System and the Grantee’s “First Plant” and “Second Plant” (as those terms are defined in the Current Agreement); and

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the current distribution facilities (“Current Distribution Facilities”); and

     WHEREAS, the Grantee has obtained approval from the City to construct a district cooling facility on private property located in the Blue Cross Blue Shield Building at the northeast corner of Randolph Street and Columbus Drive (the “Third Plant”) be connected with the System; and

     WHEREAS, Grantee desires to interconnect the Third Plant with the System; and

     WHEREAS, Grantee also desires to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances in the City’s public ways to be located on a portion of Columbus Drive, from Randolph Street to South Water Street; a portion of South Water Street, from Columbus Drive to Garland Court; a portion of Garland Court, from South Water Street to Lake Street; and a portion of Lake Street, from Garland Court to LaSalle Street as further described and depicted in Exhibit A to this Agreement (the “Additional Distribution Facilities”) which shall be interconnected with the Third Plant; and

     WHEREAS, the Grantee desires to amend the Exhibits 1 and 2 to the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Amended Exhibits 1 and 2 attached to this Sixth Amendment (the “Amended Exhibits”); and

     WHEREAS, the City Council of the City on                                       , 1996 approved execution of a Sixth Amendment to the Current Agreement in substantially the form of this Sixth Amendment, including the Amended Exhibits; and

     WHEREAS the City and the Grantee now desire to amend the Agreement on the terms and conditions set forth below:

     NOW, THEREFORE,

     It is agreed by the parties hereto as follows:

     Section 1. The above recitals are expressly incorporated herein and made a part of this Sixth Amendment by reference as though fully set forth therein.

     Section 2. As of the Effective Date of this Sixth Amendment, the Current Exhibits are deemed superseded and replaced by the Amended Exhibits.

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     Section 3. As of the Effective Date of this Sixth Amendment, pursuant to Section 7.1.2(b) of the Current Agreement, Section 5.1 of the Current Agreement is hereby amended in its entirety to read as follows:

     “Section 5.1 General Compensation.

Grantee agrees to pay the City as General Compensation during each Compensation Year for the use of the Public Ways throughout the duration of this Agreement (subject to the City’s rights of adjustment set forth in Section 2.3 hereof) a sum equal to the General Compensation as set forth below. The General Compensation during the Compensation Year ending December 31, 1995 shall be the greater of $50,000 or two percent (2%) of Grantee’s Total Gross Billings. The General Compensation during the Compensation Year ending December 31, 1996 shall be the greater of $140,000 or two percent (2%) of Grantees Total Gross Billings. The General Compensation during the Compensation Year ending December 31, 1997 shall be the greater of $320,000 or 2% of Grantee’s Total Gross Billings (including for 1997 and all future Compensation Years amounts generated by the Third Plant). For the 1998 Compensation Year (subject to adjustments made pursuant to Section 7.1.2), the General Compensation fees shall be the greater of $320,000, or 2% of Total Gross Billings (subject to adjustments made pursuant to Section 7.1.2). For each Compensation Year beginning with the 1999 Compensation Year the General Compensation fee shall be two percent (2%) of Total Gross Billings; but in no case shall the General Compensation for any Compensation Year beginning with 1999 be less $320,000 (subject to adjustment pursuant to Section 7.1.2 hereof), adjusted for the rate of inflation during the preceding Compensation Year pursuant to the Consumer Price

3

Index for Urban Affairs. All rates of compensation set forth in this paragraph are subject to the City’s right of adjustment set forth in Section 2.3 hereof, as applicable.”

     Section 4. Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is employed by Grantee or has a personal financial or economic interest directly or indirectly in this Agreement or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to the Municipal Code of Chicago (Chapter 2-156) (the “Code”). No payment, gratuity or offer of employment shall be made in connection with this ordinance by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of said Chapter 2-156 shall be voidable as to the City.

     Section 5. Neither Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33E-1l (1994 State Bar Edition) and under the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition.

     Section 6. It shall be the duty of Grantee, all contractors, and all officers, directors, agents, partners, and employees of Grantee to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Code. Grantee shall inform all its contractors of the provision and require understanding and compliance herewith.

4

     Section 7. Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois. Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.

     Section 8. If Grantee conducts any business operations in Northern Ireland, it is hereby required that Grantee make all reasonable and good faith efforts to conduct any such business operations in Northern Ireland in accordance with the MacBride Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 Ill. Laws 3220).

     Section 9. Except as expressly modified in this Sixth Amendment, all other terms, covenants and conditions in the Current Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof. Except as set forth in this Sixth Amendment, all defined terms in the Agreement are used in the Sixth Amendment with the same meaning that such terms have in the Current Agreement.

5

     IN WITNESS WHEREOF, the City has caused this Sixth Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written.

(SEAL)	CITY OF CHICAGO
	By:
		TITLE:	Commissioner of the
			Department of Environment
Reviewed as to form and legality:
	By:
Assistant Corporation Counsel		TITLE:	Director of the
			Department of Revenue
	By:
		TITLE:	Commissioner of the
			Department of Transportation
ATTEST:	UNICOM THERMAL TECHNOLOGIES, INC.
	By:
		TITLE:	President

6

EXHIBIT 1

     The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the Approved Plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact locations of Grantee’s Distribution Facilities.

Production Plant Number 1:	Northeast corner of South State Street and East Adams Street
Distribution Piping:	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Madison Street. In Adams Street from LaSalle Street to Michigan Avenue.
Production Plant Number 2:	Northwest corner of S. Franklin Street and W. Congress Parkway
Distribution Piping:	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street to Jackson Boulevard. In Franklin Street from Washington Boulevard to Randolph Street. In Jackson Boulevard, from Franklin Street to Dearborn Street. In LaSalle Street, from Lake Street to Van Buren Street. In Washington Boulevard, from LaSalle Street to approximately 300 feet west of Franklin Street. In Madison Street, from LaSalle Street to Clark Street.
Production Plant Number 3:	Northeast corner of Randolph and Columbus Drive (located in the Blue Cross Blue Shield Building)
Distribution Piping:	In Columbus Drive, from Randolph Street to South Water Street. In South Water Street, from Columbus Drive to Garland Court. In Garland Court, from South Water Street to Lake Street. In Lake Street, from Garland Court to LaSalle Street.

     This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend

the locations of the Distribution Facilities based on changes in construction conditions. All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

2

3

DISCLOSURE OF OWNERSHIP INTEREST

Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the Municipal Code of the City of Chicago, all grantees/ proposers shall provide the following information with their proposal. Notwithstanding, the Corporation Counsel may require an additional information which is reasonably intended to achieve full disclosure of ownership interests from grantee or proposer. Every question must be answered. If the question is not applicable, answer with “NA.” If the answer is none, please answer “None.” Note: The person preparing Section I, II, III, IV or V of this statement must sign the bottom of Page 4 before a Notary Public.

Grantee/ Proposer Name:	Unicom Thermal Technologies, Inc.
Grantee/ Proposer Address:	30 West Monroe, Suite 500
	Chicago, Illinois 60603

Grantee/ Proposer is a:		(x)Corporation;	(   )Sole Proprietor;	(  ) Partnership;
	(Check One)	(  )Not-forProfit Corporation	(  )Joint Venturer*;	(  ) Other;

       *Each Joint Venture Partner must submit a completed Disclosure of Ownership Interest.

SECTION I – FOR PROFIT CORPORATIONS

a.	Incorporated in the State of Illinois
b.	Authorized to do business in the State of Illinois:      YES ( x )      NO (  )
c.	Name of all Officers of corporation (or Attach List):    Names of all Directors of Corporation (or Attach List)

Name (Print or Type)	Title (Print or Type)	Name (Print or Type)	Title (Print or Type)
	Chairman of the Board		President
Mr. James J. O’Connor	Director/ Officer	Mr. Don Petkus	Director/ Officer
Mr. Samuel Skinner	Director	Mr. William Downey	Director
Mr. Robert Manning	Director	Mr. John Bukovski	Director
Mr. Leo Mullin	Director/Officer	Mr. David Scholz	Officer
		Mr. Dennis O’Brien	Officer

d. If the corporation has fewer than 100 shareholders indicate here or attach a list of names and addresses of all shareholders and the percentage interest of each.

Name (Print or Type)	Address	Ownership Interest
		%
		%
		%
		%

DISCLOSURE OF OWNERSHIP INTEREST

e. The corporation is owned partially or completely by one or more other corporations: YES ( x ) NO (  )

          If “yes,” submit a Disclosure of Ownership Interests form for each of said corporations.

f. If the corporation has 100 or more shareholders, indicate here or attach a list of names and addresses of all shareholders owning shares equal to or in excess of 10% of the proportionate ownership of the corporation and indicate the percentage interest of each.

Name (Print or Type) Title (Print or Type) Name (Print or Type) Title (Print or Type)

NOTE: Generally, with corporations having 100 or more shareholders where no shareholders own 10% of the share, the requirements of this Section I would be satisfied by the Grantee/Proposer enclosing, with his proposal, a copy of the corporation’s latest published annual report and/or Form 10-K if the information is contained therein.

SECTION II – PARTNERSHIPS

N/A

If the grantee/proposer is a partnership, indicate the name of each partner and the percentage of interest of each therein:

Names of Partner (Print or Type)	Percentage Interest
	%
	%
	%
	%
	%
	%

DISCLOSURE OF OWNERSHIP INTEREST

SECTION III – SOLE PROPRIETORSHIPS

N/A

a. The grantee/ proposer is a sole proprietor and is not acting in any representative capacity in behalf of any beneficiary:

          YES (  )      NO (  )      If NO, complete items b and c of this Section III.

b. If the sole proprietor is held by an agent(s) or a nominee(s), indicate the principal(s) for whom the agent or nominee hold such interest:

Name(s) of Principal(s) (Print or Type)

c. If the interest of a spouse or any other party is constructively controlled by another party or legal entity, state the name and address of such person or entity possessing such control and the relationship under which such control is being or may be exercised

SECTION IV – LAND TRUSTS, BUSINESS TRUSTS, ESTATES & OTHER ENTITIES

If the grantee/proposer is a land trust, business trust, estate or other similar commercial or legal entity, identify any representative, person or entity holding legal title as well as each beneficiary in whose behalf title is held, including the name, address and percentage of interest of each beneficiary.

DISCLOSURE OF OWNERSHIP INTERESTS

SECTION V – NOT FOR PROFIT CORPORATIONS

N/A

a.	Incorporated in the State of
b.	Authorized to do business in the State of Illinois: YES (  )      NO (  )
c.	Names of all Officers of corporation (or Attach List): Names of all Directors of Corporation (or Attach List):

Name (Print or Type) Title (Print or Type) Name (Print or Type) Title (Print or Type)

NOTE: Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the Municipal Code of the City of Chicago, the Corporation Counsel of the City of Chicago may require any such additional from any entity to achieve full disclosure relevant to the contract.

STATE OF	Illinois	)
		)	SS.
COUNTY OF	Cook	)

This undersigned having been duly sworn, states that (he) or (she) is authorized to make this affidavit in behalf of the applicant, that the information disclosed in this economic disclosure statement and any accompanying schedules, is true and complete to the best of (his) or (her) knowledge, and that the applicant has withheld no disclosure as to economic interest in the undertaking for which this application is made, nor reserved any information, date or plan as to the intended use or purpose for which it seeks action by the City.

(Signature of Persons Making Statement)

David A. Scholz

Name of Person Making Statement (Print or Type)

Corporate Secretary

Title

Subscribed to before me this 24 day of September A.D., 1996

(Notary Public Signature)

DISCLOSURE OF OWNERSHIP INTEREST

Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the Municipal Code of the City of Chicago, all grantees/ proposers shall provide the following information with their proposal. Notwithstanding, the Corporation Counsel may require an additional information which is reasonably intended to achieve full disclosure of ownership interests from grantee or proposer. Every question must be answered. If the question is not applicable, answer with “NA.” If the answer is none, please answer “None.” Note: The person preparing Section I, II, III, IV or V of this statement must sign the bottom of Page 4 before a Notary Public.

Grantee/ Proposer Name:	Unicom Corporation
Grantee/ Proposer Address:	10 South Dearborn
	Chicago, Illinois 60690-0767

Grantee/ Proposer is a:		(x)Corporation;	(  )Sole Proprietor;	(  ) Partnership;
	(Check One)	(  )Not-for Profit Corporation	(  )Joint Venturer*;	(  ) Other;

       *Each Joint Venture Partner must submit a completed Disclosure of Ownership Interest.

SECTION I – FOR PROFIT CORPORATIONS

a.	Incorporated in the State of Illinois
b.	Authorized to do business in the State of Illinois:      YES ( x )      NO (  )
c.	Name of all Officers of corporation (or Attach List): Names of all Directors of Corporation (or Attach List)

Name (Print or Type)	Title (Print or Type)	Name (Print or Type)	Title (Print or Type)
See Attached	Directors
See Attached	Officers

d. If the corporation has fewer than 100 shareholders indicate here or attach a list of names and addresses of all shareholders and the percentage interest of each.

Name (Print or Type)	Address	Ownership Interest
		%
		%
		%
		%

DISCLOSURE OF OWNERSHIP INTEREST

e. The corporation is owned partially or completely by one or more other corporations: YES (  ) NO (  )

See Below

          If “yes,” submit a Disclosure of Ownership Interests form for each of said corporations.

f. If the corporation has 100 or more shareholders, indicate here or attach a list of names and addresses of all shareholders owning shares equal to or in excess of 10% of the proportionate ownership of the corporation and indicate the percentage interest of each.

Name (Print or Type)	Title (Print or Type)	Name (Print or Type)	Title (Print or Type)
All share holders are below 10% as
per May 22, 1996 Proxy.

NOTE: Generally, with corporations having 100 or more shareholders where no shareholders own 10% of the share, the requirements of this Section I would be satisfied by the Grantee/Proposer enclosing, with his proposal, a copy of the corporation’s latest published annual report and/or Form 10-K if the information is contained therein.

SECTION II – PARTNERSHIPS

N/A

If the grantee/proposer is a partnership, indicate the name of each partner and the percentage of interest of each therein:

Names of Partner (Print or Type)	Percentage Interest
	%
	%
	%
	%
	%
	%

DISCLOSURE OF OWNERSHIP INTEREST

SECTION III – SOLE PROPRIETORSHIPS

N/A

a. The grantee/ proposer is a sole proprietor and is not acting in any representative capacity in behalf of any beneficiary:

          YES (  )      NO (  )      If NO, complete items b and c of this Section III.

b. If the sole proprietor is held by an agent(s) or a nominee(s), indicate the principal(s) for whom the agent or nominee hold such interest:

Name(s) of Principal(s) (Print or Type)

c. If the interest of a spouse or any other party is constructively controlled by another party or legal entity, state the name and address of such person or entity possessing such control and the relationship under which such control is being or may be exercised

SECTION IV – LAND TRUSTS, BUSINESS TRUSTS, ESTATES OTHER ENTITIES

N/A

If the grantee/proposer is a land trust, business trust, estate or other similar commercial or legal entity, identify any representative, person or entity holding legal title as well as each beneficiary in whose behalf title is held, including the name, address and percentage of interest of each beneficiary.

DISCLOSURE OF OWNERSHIP INTERESTS

SECTION V – NOT FOR PROFIT CORPORATIONS

N/A

a.	Incorporated in the State of
b.	Authorized to do business in the State of Illinois: YES (  )      NO (  )
c.	Names of all Officers of corporation (or Attach List): Names of all Directors of Corporation (or Attach List):

Name (Print or Type) Title (Print or Type) Name (Print or Type) Title (Print or Type)

NOTE: Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the Municipal Code of the City of Chicago, the Corporation Counsel of the City of Chicago may require any such additional from any entity to achieve full disclosure relevant to the contract.

STATE OF	Illinois	)
		)	SS.
COUNTY OF	Cook	)

This undersigned having been duly sworn, states that (he) or (she) is authorized to make this affidavit in behalf of the applicant, that the information disclosed in this economic disclosure statement and any accompanying schedules, is true and complete to the best of (his) or (her) knowledge, and that the applicant has withheld no disclosure as to economic interest in the undertaking for which this application is made, nor reserved any information, date or plan as to the intended use or purpose for which it seeks action by the City.

(Signature of Persons Making Statement)

David A. Scholz

Name of Person Making Statement (Print or Type)

Corporate Secretary

Title

Subscribed to before me this 24 day of September A.D., 1996

(Notary Public Signature)

Disclosure of Ownership Interests

Attachment

The following list will provide the names of the Directors of Unicom Corporation:

Jean Allard
Edward A. Brennan
James Compton
Sue Gin
Donald Jacobs
Edgar D. Jannotta
George Johnson
Edward Mason
Leo Mullin
James J. O’Connor
Frank Olson
Samuel Skinner

The following list represents the current Officers:

James J. O’Connor
Samuel Skinner
Donald Petkus
John Bukovski
Roger Kovack
Dennis O’Brien
David Scholz
John T. Costello
Leo Mullin

DISCLOSURE OF OWNERSHIP INTEREST

Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the Municipal Code of the City of Chicago, all grantees/ proposers shall provide the following information with their proposal. Notwithstanding, the Corporation Counsel may require an additional information which is reasonably intended to achieve full disclosure of ownership interests from grantee or proposer. Every question must be answered. If the question is not applicable, answer with “NA.” If the answer is none, please answer “None.” Note: The person preparing Section I, II, III, IV or V of this statement must sign the bottom of Page 4 before a Notary Public.

Grantee/ Proposer Name:	Unicom Enterprises, Inc.
Grantee/ Proposer Address:	10 South Dearborn, 37th Floor
	Chicago, Illinois 60690-0767

Grantee/ Proposer is a:		(x)Corporation;	(  )Sole Proprietor;	(  ) Partnership;
	(Check One)	(  )Not-for Profit Corporation	(  )Joint Venturer*;	(  ) Other;

       *Each Joint Venture Partner must submit a completed Disclosure of Ownership Interest.

SECTION I – FOR PROFIT CORPORATIONS

a.	Incorporated in the State of Illinois
b.	Authorized to do business in the State of Illinois:      YES ( x )      NO (  )
c.	Name of all Officers of corporation (or Attach List): Names of all Directors of Corporation (or Attach List)

Name (Print or Type)	Title (Print or Type)	Name (Print or Type)	Title (Print or Type)
Mr. James J. O’Connor	Director/Officer	Mr. John C. Bukovski	Director
Mr. Samuel K. Skinner	Director/Officer	Mr. William H. Downey	Director
Mr. Leo F. Mullin	Director/Officer	Mr. David A. Scholz	Officer
Mr. Robert J. Manning	Director	Mr. Dennis O’Brien	Officer

d. If the corporation has fewer than 100 shareholders indicate here or attach a list of names and addresses of all shareholders and the percentage interest of each.

Name (Print or Type)	Address	Ownership Interest
		%
		%
		%
		%

DISCLOSURE OF OWNERSHIP INTEREST

e. The corporation is owned partially or completely by one or more other corporations: YES ( x ) NO (  )

          If “yes,” submit a Disclosure of Ownership Interests form for each of said corporations.

f. If the corporation has 100 or more shareholders, indicate here or attach a list of names and addresses of all shareholders owning shares equal to or in excess of 10% of the proportionate ownership of the corporation and indicate the percentage interest of each.

Name (Print or Type) Title (Print or Type) Name (Print or Type) Title (Print or Type)

NOTE: Generally, with corporations having 100 or more shareholders where no shareholders own 10% of the share, the requirements of this Section I would be satisfied by the Grantee/Proposer enclosing, with his proposal, a copy of the corporation’s latest published annual report and/or Form 10-K if the information is contained therein.

SECTION II – PARTNERSHIPS

If the grantee/proposer is a partnership, indicate the name of each partner and the percentage of interest of each therein:

Names of Partner (Print or Type)	Percentage Interest
	%
	%
	%
	%
	%
	%

DISCLOSURE OF OWNERSHIP INTEREST

SECTION III – SOLE PROPRIETORSHIPS

N/A

a. The grantee/ proposer is a sole proprietor and is not acting in any representative capacity in behalf of any beneficiary:

          YES (  )      NO (  )      If NO, complete items b and c of this Section III.

b. If the sole proprietor is held by an agent(s) or a nominee(s), indicate the principal(s) for whom the agent or nominee hold such interest:

Name(s) of Principal(s) (Print or Type)

c. If the interest of a spouse or any other party is constructively controlled by another party or legal entity, state the name and address of such person or entity possessing such control and the relationship under which such control is being or may be exercised

SECTION IV – LAND TRUSTS, BUSINESS TRUSTS, ESTATES OTHER ENTITIES

If the grantee/proposer is a land trust, business trust, estate or other similar commercial or legal entity, identify any representative, person or entity holding legal title as well as each beneficiary in whose behalf title is held, including the name, address and percentage of interest of each beneficiary.

DISCLOSURE OF OWNERSHIP INTERESTS

SECTION V – NOT FOR PROFIT CORPORATIONS

N/A

a.	Incorporated in the State of
b.	Authorized to do business in the State of Illinois: YES (  )      NO (  )
c.	Names of all Officers of corporation (or Attach List): Names of all Directors of Corporation (or Attach List):

Name (Print or Type) Title (Print or Type) Name (Print or Type) Title (Print or Type)

NOTE: Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the Municipal Code of the City of Chicago, the Corporation Counsel of the City of Chicago may require any such additional from any entity to achieve full disclosure relevant to the contract.

STATE OF	Illinois	)
		)	SS.
COUNTY OF	Cook	)

This undersigned having been duly sworn, states that (he) or (she) is authorized to make this affidavit in behalf of the applicant, that the information disclosed in this economic disclosure statement and any accompanying schedules, is true and complete to the best of (his) or (her) knowledge, and that the applicant has withheld no disclosure as to economic interest in the undertaking for which this application is made, nor reserved any information, date or plan as to the intended use or purpose for which it seeks action by the City.

(Signature of Persons Making Statement)

David A. Scholz

Name of Person Making Statement (Print or Type)

Corporate Secretary

Title

Subscribed to before me this 24 day of September A.D., 1996

(Notary Public Signature)

     Unicom Thermal Technologies, Inc. is a wholly owned subsidiary of Unicom Enterprises, Inc.

     Unicom Enterprises, Inc. is a wholly owned subsidiary of Unicom Corporation.

     Unicom Corporation is a New York Stock Exchange traded public company.

[Insert Daley and George Letterhead]

February 26, 1997

BY MESSENGER
Mr. Richard Ryall
Unicom Thermal Technologies
30 West Monroe Street
Suite 500
Chicago, Illinois 60603

In re:	Seventh Amendment to District
	Cooling System Use Agreement

Dear Rick:

     Enclosed please find a fully executed copy of the Seventh Amendment.

     I have been informed by the Corporation Counsel that the City of Chicago will require compliance with Chapter 10 — 20 of the Municipal Code (enclosed).

     Please feel free to contact me if you have any questions or comments.

Sincerely,

John J. George

JJG: tc
Enclosure

     This Seventh Amendment to District Cooling System Use Agreement (the “Seventh Amendment”), dated as of January 15, 1997 (the “Effective Date”) by and between the CITY OF CHICAGO, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and UNICOM THERMAL TECHNOLOGIES, INC., an Illinois corporation, (the “Grantee”) and a wholly owned subsidiary of Unicom Enterprise which is 100% owned by Unicom Corporation.

WITNESSETH:

     WHEREAS, the City of Chicago and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994, as amended (the “Current Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current Distribution Facilities” for the Grantee’s System (as such term is defined in the Current Agreement); and

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the current distribution facilities (“Current Distribution Facilities”); and

     WHEREAS, Grantee desires to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances (“Additional Distribution Facilities”) (I) in the City’s public ways to be located on a portion of West Carroll Avenue, from the westerly right of way line of Wells Street to Clark Street, the intersection of Clark Street/Carroll Avenue and the intersection of Dearborn Street/Carroll Avenue; (ii) in the City’s public ways to be located on a portion of LaSalle Street from West Carroll Avenue to

1

approximately 50 feet north of West Carroll Avenue; (iii) in the City’s public way to be located in LaSalle Street from Van Buren Street to approximately 75 feet north of Lake Street; and (iv) in City property to be located on a portion of the former underground trolley tunnel known as the LaSalle Street Trolley Tunnel (the “LaSalle Street Trolley Tunnel”) from Lake Street to approximately 50 feet north of West Carroll Avenue; and

     WHEREAS, the Grantee desires to amend the Exhibits 1 and 2 to the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Amended Exhibits 1 and 2 attached to this Seventh Amendment (the “Amended Exhibits”); and

     WHEREAS, the City Council of the City on December 11, 1996 approved execution of a Seventh Amendment to the Current Agreement in substantially the form of this Seventh Amendment, including the Amended Exhibits (the “Ordinance”); and

     WHEREAS, the Current Agreement needs to be amended to reflect the inclusion of portions of the LaSalle Street Trolley Tunnel in the Additional Distributions Facilities; and

     WHEREAS, the parties also wish to modify the insurance provisions of the Current Agreement in accordance with the provisions of the Ordinance.

     WHEREAS the City and the Grantee now desire to amend the Agreement on the terms and conditions set forth below;

NOW, THEREFORE,

     It is agreed by the parties hereto as follows:

2

     Section 1. The above recitals are expressly incorporated herein and made a part of this Seventh Amendment by reference as though fully set forth therein.

     Section 2. As of the Effective Date of this Seventh Amendment, the Current Exhibits are deemed superseded and replaced by the Amended Exhibits.

     Section 3. As of the Effective Date of this Seventh Amendment, the following definition is added to Section 1 of the Current Agreement (to be deemed inserted in alphabetical order into the Current Agreement):

     “LaSalle Street Trolley Tunnel” shall mean the former street trolley tunnel located under portions of LaSalle Street located from Randolph Street to Hubbard Street, including crossing under the Chicago River, as shown on Exhibit 3.

     Section 4. As of the Effective Date of this Seventh Amendment, the definition of “Public Ways” in the Current Amendment is hereby amended to read as follows:

     “Public Ways” shall mean the surface, the air space above the surface and the area below the surface of any right-of-way and public street and any highway, lane, path, alley, sidewalk, boulevard, drive, bridge, park, parkway, waterway or other public right-of-way including public utility easements or rights-of-way in which the city has jurisdiction, and any temporary or permanent fixtures or improvements located thereon now or hereafter held by the City in which the City holds rights sufficient, without consent of any other party, to permit Grantee to use thereof for the purpose of installing or maintaining Grantee’s District Cooling Facilities. The term “Public Ways” shall be deemed not to include Chicago Freight Tunnels or the LaSalle Street Trolley Tunnel or any other tunnels except as specifically referred to herein.

3

     Section 5. As of the Effective Date of this Seventh Amendment, the provisions of Section 6.1 of the Current Agreement beginning with subparagraph (A) through the remainder of said Section shall be replaced in its entirety to read as follows:

“(A) Insurance To Be Provided

1.	Workers Compensation and Employers Liability Insurance
	Workers Compensation and Employers Liability Insurance, as prescribed by applicable law covering all employees who are to provide a service under this Agreement and Employers Liability coverage with limits of not less than $500,000 each accident or illness.
2.	Commercial General Liability Insurance (Primary and Umbrella)
	Commercial General Liability Insurance or equivalent with limits of not less than $10,000,000 per occurrence, for bodily injury, personal injury, and property damage liability. Coverages shall include the following: All premises and operations, products/completed operations (for a minimum of two (2) years following project completion), explosion, collapse, underground, independent contractors, separation of insureds, defense, and contractual liability (with no limitation endorsement). The City of Chicago is to be named as an additional insured on a primary, non-contributory basis for any liability arising directly or indirectly from the work.

4

3.	Railroad Protective Liability Insurance
	When any work is to be done adjacent to railroad or transit property, Grantee shall provide, with respect to the operations that Grantee or subcontractors perform, Railroad Protective Liability Insurance in the name of the railroad or transit entity. The policy shall have limits of not less than $2,000,000 per occurrence, combined single limit, and $6,000,000 in the aggregate for losses arising out of injuries to or death of all persons, and for damage to or destruction of property, including the loss of use thereof.
4.	Automobile Liability Insurance (Primary and Umbrella)
	When any motor vehicles (owned, non-owned and hired) are used in connection with work to be performed, the Grantee shall provide Automobile Liability Insurance with limits of not less than $2,000,000 per occurrence, for bodily injury and property damage.
5.	Pollution Legal Liability Insurance
	Pollution Legal Liability Insurance shall be provided by Grantee for any operation at the site with limits of not less than $1,000,000 covering all bodily injury and property damage resulting from Pollution conditions (including clean up costs). A claims-made policy which is not renewed or replaced must have an extended reporting period of two (2) years. The City of Chicago is to be named as an additional insured on a primary, non-contributory basis.

5

6.	Contractors Pollution Liability
	When any construction or related work is performed which may cause a pollution exposure, Contractors Pollution Liability shall be provided with limits of not less than $1,000,000 insuring bodily injury, property damage, and environmental cleanup costs. When policies are renewed or replaced, the policy retroactive date must coincide with, or precede, start of work on the Agreement. A claims made policy which is not renewed or replaced must have an extended reporting period of two (2) years. The City of Chicago shall be named as an additional insured on a primary non-contributory basis.
7.	Professional Liability Insurance
	When any architects, engineers, construction managers or other professional consultants perform work in connection with this Agreement, Professional Liability Insurance covering acts, errors, or omissions shall be maintained with limits of not less than $1,000,000. Coverage shall include contractual liability. When policies are renewed or replaced, the policy retroactive date must coincide with, or precede, start of work on this Agreement. A claims-made policy which is not renewed or replaced must have an extended reporting period of two (2) years.

6

8.

Self Insurance

To the extend permitted by law, Grantee may self insure for the insurance requirements specified above, it being expressly understood and agreed that, if the Grantee does self insure for the above insurance requirements, the Grantee shall bear all risk of loss for any loss which would otherwise be covered by insurance policies, and the self insurance program shall comply with at least the insurance requirements as stipulated above.

(B)

Additional Requirements

The Grantee will furnish the City of Chicago, Risk Management Department, DePaul Center, 333 South State Street, Room 400, 60604, original Certificates of Insurance evidencing the required coverage to be in force on the date of this Agreement, and Renewal Certificates of Insurance, or such similar evidence, if the coverages have an expiration or renewal date occurring during the term of this Agreement. The Grantee shall submit evidence of insurance on the City of Chicago Insurance Certificate Form (copy attached) or equivalent prior to Agreement award. The receipt of any certificate does not constitute agreement by the City hat the insurance requirements in the Agreement have been fully met or that the insurance policies indicated on the certificate are in compliance with all Agreement requirements. The failure of the City to obtain certificates or other insurance evidence from Grantee shall not be deemed to be a waiver by the City. The Grantee shall advise all insurers of the Agreement

7

provisions regarding insurance. Non-conforming insurance shall not relieve Grantee of the obligation to provide insurance as specified herein. Nonfulfillment of the insurance conditions may constitute a violation of the Agreement, and the City retains the right to stop work or terminate this Agreement until property evidence of insurance is provided.

The insurance shall provide for 60 days prior written notice to be given to the City in the event coverage is substantially changed, canceled, or non-renewed.

Any and all deductibles or self insured retentions on referenced insurance coverages shall be borne by Grantee.

The Grantee agrees that insurers shall waive their rights of subrogation against the City of Chicago, its employees, elected officials, agents, or representatives.

The Grantee expressly understands and agrees that any coverages and limits furnished by Grantee shall in no way limit the Grantee’s liabilities and responsibilities specified within the Agreement documents or by law.

The Grantee expressly understands and agrees that any insurance or self insurance programs maintained by the City of Chicago shall apply in excess of and not contribute with insurance provided by the Grantee under the Agreement.

8

The required insurance shall not be limited by any limitations expressed in the indemnification language herein or any limitation placed on the indemnity therein given as a matter of law.

The Grantee shall require all subcontractors to provide the insurance required herein or Grantee may provide the coverages for subcontractors. All subcontractors shall be subject to the same insurance requirements of Grantee.

If Grantee or subcontractor desire additional coverages, the Grantee and each subcontractor shall be responsible for the acquisition and cost of such additional protection.

The City of Chicago Risk Management Department maintains the right to modify, delete, alter or change these requirements.”

     Section 6. As of the Effective Date of this Seventh Amendment, the Title to Section 9 to the Current Agreement is changed from “Chicago Freight Tunnels” to “Chicago Freight Tunnels and the LaSalle Street Trolley Tunnel.”

     Section 7. As of the Effective Date of this Seventh Amendment, a new Section 9.2 is added to the Current Agreement which reads in its entirety as follows:

     “Section 9.2

(A) LaSalle Street Trolley Tunnel. It is acknowledged that the LaSalle Street Trolley Tunnel is City-owned property and is a unique environment. Grantee desires to use portions of the LaSalle Street Trolley Tunnel to

9

install Distribution Facilities. Nevertheless, for purposes of this Agreement, to the extent any portions of the LaSalle Street Trolley Tunnel are included as Additional Distribution Facilities pursuant to this Agreement, all provisions of the Agreement relating to the Public Ways shall be applied to the LaSalle Street Trolley Tunnel. Space in the LaSalle Street Trolley Tunnel may in the future become a scarce resource. In order to preserve the availability of the LaSalle Street Trolley Tunnel for future grantees and permittees, the Grantee may be required to restrict the size or sizes or be limited in the approved location of the conduit or facilities the Grantee constructs or installs therein in accordance with permits issued by the Department of Transportation. The City reserves the right to impose additional fees specifically for the use of the LaSalle Street Trolley Tunnel not otherwise described in this Agreement based on the dimensions and nature of Grantee’s facilities, so long as such fees will be applied in a nondiscriminatory and reasonable fashion to other similar users.

(B)

Tunnel Agreement Required. Prior to the issuance of permits, Grantee shall enter into such additional agreements with the City as may be required by the Department of Transportation regarding construction, installation, maintenance, inspection, insurance and other related aspects of use of the LaSalle Street Trolley Tunnel encompassing one of the Authorized Routes. Any disputes relating to use of the LaSalle Street Trolley Tunnel with present or future users of the LaSalle Street Trolley

10

	Tunnel shall be resolved to the satisfactory of Commissioner of the Department of Environment, the Commissioner of the Department of Transportation and other concerned City departments.
(C)	No City Obligation. The City will not be obligated to pay any amounts to Grantee for any cost of preparation, maintenance or improvement to the LaSalle Street Trolley Tunnel and Grantee expressly waives any right to any such contributions. Any use of the LaSalle Street Trolley Tunnel shall be solely at Grantee’s risk and the City shall not he liable in any way therefore.
(D)	Maintenance. Grantee further agrees to maintain in conjunction with other users those portions of the LaSalle Street Trolley Tunnel through which Grantee’s system is placed or operates, or which is affected directly or indirectly by such operations, and will keep such portions free of hazards to the satisfaction of the City and will keep such portions of the Trolley Tunnel passable for purposes of inspection by City personnel or its designated agents. Grantee shall provide reasonable cooperation to the City, its designated agents and other users of the LaSalle Street Trolley Tunnel for installation, construction, inspection and maintenance and shall not interfere with such activities. The privilege granted herein shall be maintained and used in accordance with this Agreement, any other tunnel agreement to which Grantee is a party, and any restrictions on the use of the LaSalle Street Trolley Tunnel established by the Commissioner of the

11

Department of Transportation and the Commissioner of the Department of Environment.”

     Section 8. As of the Effective Date of this Seventh Amendment, pursuant to Section 7.1.2(b) of the Current Agreement, Section 5.1 of the Current Agreement is hereby amended in its entirety to read as follows:

     “Section 5.1 General Compensation.

(A) Grantee agrees to pay the City as General Compensation during each Compensation Year for the use of the Public Ways throughout the duration of this Agreement (subject to the City’s rights of adjustment set forth in Section 2.3 hereof) a sum equal to the General Compensation as set forth below. The General Compensation during the Compensation Year ending December 31, 1995 shall be the greater of $50,000 or two percent (2%) of Grantee’s Total Gross Billings. The General Compensation during the Compensation Year ending December 31, 1996 shall be the greater of $140,000 or two percent (2%) of Grantee’s Total Gross Billings. The General Compensation during the Compensation Year ending December 31, 1997 shall be the greater of $320,000 or 2% of Grantee’s Total Gross Billings (including for 1997 and all future Compensation Years amounts generated by the Third Plant). For the 1998 Compensation Year (subject to adjustments made pursuant to Section 7.1.2), the General Compensation fees shall be the greater of $320,000, or 2% of Total Gross Billings (subject to adjustments made pursuant to Section 7.1.2). For each Compensation Year beginning with the 1999

12

Compensation Year the General Compensation fee shall be two percent (2%) of Total Gross Billings; but in no case shall the General Compensation for any Compensation Year beginning with 1999 be less $320,000 (subject to adjustment pursuant to Section 7.1.2 hereof), adjusted for the rate of inflation during the preceding Compensation Year pursuant to the Consumer Price Index for Urban Affairs. All rates of compensation set forth in this paragraph are subject to the City’s right of adjustment set forth in Section 2.3 hereof, as applicable.”

(B)

In addition to clause (A), Grantee shall pay a surcharge for use of the portion of the LaSalle Street Trolley Tunnel authorized by the City to be used for Additional Distribution Facilities sufficient for cost recovery by the City of pro rata costs of inspecting, maintaining, improving and operating the LaSalle Street Tunnel, such surcharge to be determined in a nondiscriminatory and reasonable fashion among similar users by the Commissioner of the Department of Transportation and the Commissioner of the Department of the Environment. Such surcharge rate or rates shall be published by said departments on an annual basis and provided to Grantee and other users of the LaSalle Street Trolley Tunnel on an annual basis. It is estimated that the initial surcharge for Grantee for use of the LaSalle Street Tunnel for its Additional Distribution Facilities as set forth herein in 1997 shall be $30,000 and shall be paid prior to the issuance of any permits for work in the LaSalle Street Trolley Tunnel. In subsequent years, such surcharge shall be paid within thirty (30) days after notice of

13

the amount thereof has been furnished to Grantee by the City; provided that in the absence of any such notice by January 30 of any Compensation Year, Grantee shall pay the amount equal to that paid for the preceding Compensation Year on or before February 15 of such Compensation Year, subject to retroactive adjustment based on actual notice of such surcharge amount for such Compensation Year.

     Section 9. Pursuant to Section 2 of the Ordinance, Section 15.10 in the Current Agreement is designated as subsection “(A)” “In General” and new subsections (B) through (G) are added to Section 15.10 of the Current Agreement to read in their entirety as follows:

(B)  Environmental Permits.

        1. Grantee must keep current throughout the term of this Agreement, all waste hauling, Special Waste hauling, disposal permits and insurance certificates required by Federal, state, City or other local governmental body or agency pursuant to any Environmental Law, and at the request of the City’s Commissioner of the Department of Environment, show evidence thereof.

        2. When requested by the City’s Commissioner of the Department of the Environment, the Contractor shall submit copies of all hauling permits required by any Environmental Law. Copies of all permits that require periodic renewal must be forwarded to such Commissioner throughout the duration of this Agreement. Non-compliance with this requirement may be cause termination of this Agreement.

14

   3. Environmental Records and Reports: Grantee shall be required to prepare and maintain proper, accurate and complete records of accounts of all transactions related to its operation in the Public Ways, including, but not limited to, the following:

a.	Vehicle maintenance records
b.	Safety and accident reports
c.	IEPA or OSHA manifests
d.	Disposal records, including disposal site used, date, truck number and disposal weight.
e.	Permit documentation and all other documentation and transactions pertaining to all Environmental Laws.

(C)  Disposal of Materials, Construction Debris, Soil and Waste.

   1. Grantee shall be responsible for the proper disposal of all materials, construction debris, soil and other waste. Hauling and disposal by a Contractor or subcontractor does not relieve the Grantee from responsibility for proper disposal. Disposal of all materials, construction debris, soil, and other wastes shall be at a disposal site that is properly licensed and permitted to accept the particular materials, construction debris, soil and other wastes delivered to it in accordance with all Environmental Laws. Failure to identify disposal site(s) for materials, construction debris, soil and other wastes or to submit such information when requested by the City’s Commissioner of the Department of the Environment may be cause to terminate the Agreement.

15

   2. At the request of the City’s Commissioner of the Department of the Environment, the Grantee shall provide said Commissioner or his/her designated representative with copies of all load tickets, manifests, bills of lading, scale tickets and other pertinent documents. When requested by said Commissioner, Grantee shall provide copies of all permits and/or licenses for the proposed transfer station and/or landfill. In the event that the transfer station and/or landfill proposed for use by the Grantee does not possess the necessary permits and/or licenses to accept the materials, construction debris, soil or other wastes, Grantee will replace the transfer station and/or landfill. If the Grantee disposes of materials, construction debris, soil or other wastes at a site which is not properly permitted, the Grantee shall be responsible for all costs associated with the removal of the waste to a properly licensed/permitted landfill or disposal site.

   3. The Grantee shall accept full responsibility for compliance with all Environmental Laws.

   4. The Grantee shall notify the City’s Commissioner of he Department of the Environment within 24 hours of receipt of any environmental complaints, fines, citations, violations or notices of violation (“Claim”) by any governmental body or regulatory agency against the Grantee by any third party relating to the loading, hauling or disposal of materials, construction debris, soil or other wastes in connection with its District Cooling System. The Grantee will provide evidence to the Commissioner that any such Claim has been addressed to the satisfaction of the issuer or initiator of any such Claim.

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         5. Grantee shall provide the City with reasonable prior written notice of any community meetings, media involvement or media coverage related to the loading, hauling or disposal of materials, construction debris, soil and other wastes related to its District Cooling System in which Grantee is asked to participate.

         6. Non-compliance with these terms and conditions may be used by the City as grounds for termination of this Agreement.

(D)	Equipment and Environmental Control During Transport. Grantee shall haul materials, construction debris, soil and other wastes in vehicles and/or containers complying with all applicable Environmental Laws. All equipment used to transfer materials, construction debris, soil and other wastes shall be designed to prevent spillage during the hauling operation. Grantee’s equipment shall fully comply with all City, state and federal regulations, laws and ordinances pertaining to size, load weight, safety and any Environmental Laws.”
(E)	Indemnification. Grantee acknowledges that 6.11 of this Agreement applies to any violation of Environmental Laws by Grantee or its contractors.
(F)	Environmental Controls. Contractor shall comply with all Environmental Laws with respect to the elimination of excessive noise and pollution of air and water due to its construction and other operations. Grantee shall minimize the noise of heavy construction equipment and control the dust,

17

	smoke and fumes from construction equipment and other operations in work sites and in city streets and properties, in accordance with ordinances of the City and orders of City departments. Grantee shall not discharge oily, greasy chemical, hazardous or toxic wastes into waterways and City sewers.
(G)	Hazardous Materials

     (a) In the event that Grantee while working within the Authorized Routes encounters asbestos or toxic or hazardous materials not caused by or introduced by Grantee or its Contractor or subcontractor, Contractor shall, before disturbing such materials, immediately notify the Commissioner of the Department of the Environment of the location and apparent location thereof, and as to whether it is feasible to re-route wiring or other work so as to avoid such materials. If such re-routing is feasible Grantee shall do so at no cost to the City. To the extent that Grantee exacerbates any existing environmental condition. Grantee shall be liable for any additional cost of abatement so caused by Grantee’s activities.

     (b) If such re-routing or avoidance is not feasible in the judgment of said Commissioner, and such material must be disturbed or relocated to complete such work, then Grantee shall perform or cause one or more of its Contractors or subcontractors (including, if necessary, a new, specialized subcontractor then retained with the consent and approval of the City for such purpose) to perform such abatement, containment, treatment or removal and disposal of such materials as may be required by law, subject to the provisions of paragraph (C) of this Section.

18

     (c) In the undertaking of such abatement, treatment, containment, removal or disposition, Grantee, or such person employed by Grantee:

(i)	shall notify said Commissioner at least 72 hours prior to the start of removal and disposal of any hazardous materials;
(ii)	shall be certified as a hazardous materials removal firm by the Environmental Protection Agency and all state or local agencies;
(iii)	shall carry such insurance coverage as may be required by the City’s Department of Risk Management naming the City as an additional insured; and
(iv)	shall provide such indemnification and documentation as required by said Commissioner.

     (d) Notwithstanding the foregoing, the City may elect to undertake all or any part of such abatement, treatment, containment, removal and disposal directly or through one or more specialized contractors which it may elect to retain for such purpose prior to any abatement by Grantee.”

     Section 10. Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is employed by Grantee or has a personal financial or economic interest directly or indirectly in this Agreement or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to the Municipal Code of Chicago (Chapter 2-156) (the “Code”). No payment, gratuity or offer of employment shall be made in connection with this ordinance by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for

19

the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of said Chapter 2-156 shall be voidable as to the City.

     Section 11. Neither Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILKS 5/33E-11 (1994 State Bar Edition) and under the Illinois Municipal Code, 65 ILCS 5/I-1 et seq. (1994 State Bar Edition.

     Section 12. It shall be the duty of Grantee, all contractors, and all officers, directors, agents, partners, and employees of Grantee to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Code. Grantee shall inform all its contractors of the provision and require understanding and compliance herewith.

     Section 13. Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois. Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.

     Section 14. If Grantee conducts any business operations in Northern Ireland, it is hereby required that Grantee make all reasonable and good faith efforts to conduct any such business operations in Northern Ireland in accordance with the MacBride Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 Ill. Laws 3220).

     Section 15. Except as expressly modified in this Seventh Amendment, all other terms, covenants and conditions in the Current Agreement (including exhibits and attachments) remain

20

unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof. Except as set forth in this Seventh Amendment, all defined terns in the Agreement are used in the Seventh Amendment with the same meaning that such terms have in the Current Agreement.

     IN WITNESS WHEREOF, the City has caused this Seventh Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written.

(SEAL)		CITY OF CHICAGO
By:		By:
	/s/ James J. Laski		/s/ [ILLEGIBLE]
	TITLE: City Clerk		TITLE:	Commissioner of the
				Department of Environment
Reviewed as to form and legality:
		By:
/s/ [ILLEGIBLE]			/s/ [ILLEGIBLE]
Assistant Corporation Counsel			TITLE:	Director of the
				Department of Revenue
		By:
			/s/ [ILLEGIBLE]
			TITLE:	Commissioner of the
				Department of Transportation
ATTEST:		UNICOM THERMAL TECHNOLOGIES, INC.
		By:
/s/ Mamie Takagi			/s/ [ILLEGIBLE]
			TITLE:	President

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EXHIBIT 1

     The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the Approved Plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact locations of Grantee’s Distribution Facilities.

Production Plant Number 1:	Northeast corner of South State Street and East Adams Street
Distribution Piping:	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Madison Street. In Adams Street from LaSalle Street to Michigan Avenue.
Production Plant Number 2:	Northwest corner of S. Franklin Street and W. Congress Parkway
Distribution Piping:	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street to Jackson Boulevard. In Franklin Street from Washington Boulevard to Randolph Street. In Jackson Boulevard, from Franklin Street to Dearborn Street. In LaSalle Street, from approximately 75 feet north of Lake Street to Van Buren Street. In Washington Boulevard, from LaSalle Street to approximately 300 feet west of Franklin Street. In Madison Street, from LaSalle Street to Clark Street.
	In LaSalle Street Trolley Tunnel, from Lake Street to approximately 50 feet north of West Carroll Avenue. In West Carroll Avenue, from the westerly right of way line of Wells Street to Clark Street, and in addition, the Clark Street/Carroll Avenue and Dearborn Street/Carroll Avenue intersections. In LaSalle Street from West Carroll Avenue to approximately 50 feet north of West Carroll Avenue.
Production Plant Number 3:	Northeast corner of Randolph and Columbus Drive (located in the Blue Cross Blue Shield Building)

1

Distribution Piping: In Columbus Drive, from Randolph Street to South Water Street. In South Water Street, from Columbus Drive to Garland Court. In Garland Court, from South Water Street to Lake Street. In Lake Street, from Garland Court to LaSalle Street.

     This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend the locations of the Distribution Facilities based on changes in construction conditions. All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

2

EXHIBIT 2

EXHIBIT 3

THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION OF CHAPTER 10-20.

MUNICIPAL CODE OF CHICAGO – CHAPTER 10-20

Section Number:	Page Number:
ARTICLE I. OPENINGS, CONSTRUCTION AND REPAIR IN PUBLIC WAYS.		3
10-20-100 License		3
10-20-105 License application		3
10-20-110 License renewal		4
10-20-115 Insurance required for license		4
10-20-120 Letter of credit required for license		4
10-20-125 Letter of credit-Conditions for draw		4
10-20-130 License suspension		6
10-20-135 License revocation		6
10-20-140 Suspension or revocation-procedure and scope		6
10-20-145 License violations—Penalty		6
10-20-150 Permit-Fees-Issuance		7
10-20-155 Pavement restoration		8
10-20-160 Tearing up public ways		9
10-20-165 Definitions		9
ARTICLE II. UNDERGROUND TRANSMITTING DEVICES		10
10-20-200 Tunneling-Permit		10
10-20-205 Underground work in streets to be improved		10
10-20-210 Construction of conduit system		11
10-20-215 Plans for conduit system		11
10-20-220 Materials and cost of conduit system		12
10-20-225 Violation-Penalty		12
ARTICLE III. PRIVATE PAVING		12
10-20-300 Board of Local Improvements authorization		12
10-20-305 Notice		12
ARTICLE IV. DRIVEWAYS		12
10-20-400 Supervision		12
10-20-405 Use of public way permit required		12
10-20-410 Insurance required		13
10-20-415 Application-Insurance-Notice-Appeal		13
10-20-420 Permit classes and fees		14
10-20-425 Plans and specifications		15
10-20-430 Commercial driveway permits		15
10-20-435 Alley access to parking structure permitted when		15
10-20-440 Construction		15

THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION OF CHAPTER 10-20.

Section Number:	Page Number:
10-20-445 Permits-Revocation		16
10-20-450 Violation-Penalty		16
ARTICLE V. STREET CURBS AND SIDEWALKS		16
10-20-500 Curb alignment		16
10-20-505 Construction specifications		16
10-20-510 Nonstandard surface material		17
10-20-515 Nameplates		17
10-20-520 Sidewalk line		17
10-20-525 Curbing		18
10-20-530 Width of sidewalk		18
10-20-535 Level of sidewalk		18
10-20-540 Grade		18
10-20-545 Sidewalk ramps		19
10-20-550 Slope		19
10-20-555 Violation-Penalty		19
ARTICLE VI. BARRICADES		19
10-20-600 Barricade for new pavement		19
10-20-605 Barricade of street openings and obstructions		20
10-20-610 Warning lights		20
10-20-615 Liability for damages		20
ARTICLE VII. VIADUCTS		20
10-20-700 Definition		20
10-20-705 License and permit required		20
10-20-710 Specifications and plans		21
10-20-715 Violation-Penalty		21
ARTICLE VIII. MISCELLANEOUS		21
10-20-800 Violation-Penalty		21
10-20-805 Enforcement of provisions		21
10-20-810 Authority to cite		21
10-20-815 License and permit not exclusive		21
10-20-820 Permittee responsible for agent		21
AMENDMENTS TO CONFORM OTHER PROVISIONS TO ORDINANCE		22
13-32-090 Driveway permit requirements		22
13-40-130 Tanks for flammable liquids		22

THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION OF CHAPTER 10-20.

ARTICLE I. OPENINGS, CONSTRUCTION AND REPAIR IN PUBLIC WAYS

10-20-100 License.

     a. No person shall make an opening in, or construct or repair any pavement in, any public way or other public place pursuant to this chapter unless that person holds a public way work license as required by this article. The public way work permit required by this article to make an opening in, or construct or repair any pavement in, any public way or other public place shall only be issued to a person holding such a license. Before the department of transportation issues any such permit, the department of transportation shall first require proof that the permit applicant holds such a license. Such a license shall be effective for one calendar year, and the fee for such a license shall be $125.00. Such a license may be issued at any time during a calendar year, but shall be effective only for the calendar year in which it is issued. The commissioner of transportation is hereby authorized to issue such a license and is authorized to promulgate regulations relating to such a license, including but not limited to terms and conditions for the issuance, maintenance and renewal of the license, the scope of work that may be performed under the license, and terms and conditions applicable to the insurance and letter of credit required by this article.

     b. The public way work license specified in this section shall not be required for the placement, planting, cultivation, maintenance or removal of any tree, shrub, flower, sod or other plant material in the public way.

     c. The public way work license specified in this section shall not be required of a government agency.

10-20-105 License application.

     a. The application for the public way work license required by this article shall be made in writing to the commissioner of transportation on a form provided for that purpose and shall require the signature of the license applicant. The commissioner of transportation shall be the custodian of all such applications.

     b. Every application for such a license shall contain, in addition to such other information as the commissioner of transportation may require, the name of the person desiring the license and the place of business of such applicant, as well as the names, residence (or, if not a natural person, business) addresses, social security numbers (or tax identification numbers or other government identification numbers acceptable to the commissioner of transportation), and percentages of ownership interest of all substantial owners of the applicant.

     c. Every application for such a license shall provide that, as a condition for receiving the license, the applicant shall indemnify, save and keep harmless the city from any and all loss, cost, damage, expense or liability of any kind whatsoever which the city may suffer, or which the city may be put to, or which may be recovered from the city, from or on account of the issuance of such license, or from or on account of any act or thing done by virtue of the authority given in such license, or for any damage, loss or expense to any person caused by the tearing up, constructing, repairing or removing of such public way or part thereof, whether or not performed pursuant to a valid license.

THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION OF CHAPTER 10-20.

     d. The willful misstatement or omission of any material information required by the license application process shall be grounds for revocation of the license for a period of up to three years.

10-20-110 License renewal.

     a. The commissioner of transportation may renew the public way work license required by this article at the beginning of a new license period upon proper application and payment of a renewal fee of $125.00. Prior to renewal, all licensees and substantial owners shall provide the commissioner of transportation with the following information: the names, addresses, government identification numbers and percentages of interest required in the initial license application by this article or, where such information already has been provided in a license application, any new information necessary to make such information current and accurate.

     b. The willful misstatement or omission of any material information required by the license renewal process shall be grounds for revocation of the license for a period of up to three years.

10-20-115 Insurance required for license.

     No public way work license shall be issued pursuant to this article until the applicant for such license shall first have presented to the commissioner of transportation proof of insurance against any liability, loss or claim arising out of the issuance of the license, or out of work performed pursuant to the license. Such insurance shall be issued by an insurer authorized to do business in Illinois, shall be in an amount no less than $1,000,000.00 per occurrence and shall name the city of Chicago, its officers, employees and agents as additional insured. The insurance policy shall provide for 30 days’ written notice to the commissioner of transportation prior to any lapse, cancellation or change in coverage. The insurance shall be maintained in effect at all times during the term of the license. The commissioner of transportation in his or her discretion may require, instead of such insurance, any alternative form of indemnity, protection or security that he or she deems necessary to accomplish the above-described purposes.

10-20-120 Letter of credit required for license.

     The public way work license required by this article shall be issued only after the prospective licensee shows proof to the commissioner of transportation of having established an irrevocable letter of credit for the benefit of the city of Chicago, in an amount and for a duration to be established in regulations promulgated by the commissioner of transportation, such letter of credit to be maintained in conjunction with the license and any renewals. A licensee shall bear the costs of establishing, maintaining and renewing such letter of credit, and shall bear any costs associated with a draw upon the letter of credit.

10-20-125 Letter of credit — Conditions for draw.

a. Upon the happening of all three of the following numbered subparagraphs:

(1) the amount of any restoration fee assessed pursuant to this article is insufficient to cover the cost of restoring the bituminous surface, or a licensee fails to restore the pavement or other materials in accordance with the standards and requirements of this article and other applicable provisions of this code, or any damage is done to

THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION OF CHAPTER 10-20.

any underground work or connections, or otherwise, any of which will require the city of Chicago to make expenditures to correct the problem or problems; and

(2)	the commissioner of transportation provides notice of the problem or problems described in subsection (a) (1) of this section to that licensee by certified mail; and
(3)	after receiving notice, the licensee does not remit funds sufficient to cover the deficiency in restoration fee or the city of Chicago’s required expenditures within 45 days of receipt of the notice, or does not correct the problem or problems within a time period specified by the commissioner of transportation;

then the commissioner of transportation may draw upon that licensee’s letter of credit in such amounts as are sufficient to cover the deficiency, or cover the city of Chicago’s cost of correcting the problem or problems, in accordance with the standards and requirements of this article and other applicable provisions of this code. In the event such a draw results in insufficient funds, the director of revenue shall collect the amount of the shortfall from that licensee.

b.	Upon the happening of all four of the following numbered subparagraphs:
(1)	the commissioner of transportation determines that a licensee has failed to restore the pavement or other materials in accordance with the standards and requirements of this article and other applicable provisions of this code, and that such failure to restore or improper restoration has resulted in a dangerous condition that poses an imminent threat to the safety of pedestrians, motorists, or others on or near the public way; and
(2)	after determining that the licensee is unable to immediately eliminate the dangerous condition, the commissioner of transportation eliminates the dangerous condition; and
(3)	the commissioner of transportation notifies the licensee, by certified mail, of the problem or problems described in subsection (b) (1) of this section, and of the action taken by or on behalf of the department of transportation, and in the notification demands that the licensee reimburse the department of transportation for the funds expended to eliminate the dangerous condition; and
(4)	after receiving notice, that licensee does not remit the demanded funds within 45 days of receipt of the notice;

then the commissioner of transportation may draw upon that licensee’s letter of credit in such amounts as are sufficient to cover the city of Chicago’s cost of correcting the problem or problems in accordance with the standards and requirements of this article and other applicable provisions of this code. In the event such a draw results in insufficient funds, the director of revenue shall collect the amount of the shortfall from that licensee.

     c. The commissioner of transportation may in his or her discretion apply the procedures set forth in this section, either simultaneously or sequentially, to any one or more licensees either holding, or performing work pursuant to, a permit issued pursuant to this article.

     d. The city of Chicago shall have the right, but not the obligation, to arrange for or carry out any restoration, repairs or other work pursuant to this section or other applicable provision of this chapter, and any action taken by the city of Chicago in arranging for or carrying out any such restoration, repairs or other work shall not relieve a licensee of liability for, or diminish a licensee’s liability for, any condition created by, or created as a result of the acts or omissions of, the licensee.

THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION OF CHAPTER 10-20.

10-20-130 License suspension.

     In addition to any other penalties that may be imposed under applicable law, a public way work license issued pursuant to this article may be suspended for a period of up to six months if:

(1)	a licensee’s insurance or letter of credit required by this article is cancelled or is allowed to expire or otherwise lapse and such cancellation, expiration or lapse is not promptly remedied upon written notice sent by certified mail to that licensee; or
(2)	the commissioner of transportation is required to draw upon a licensee’s letter of credit pursuant to this article; or
(3)	the commissioner of transportation receives notification from any city board, commission, department or other city agency that another city-issued license held by the licensee has been suspended or revoked; or
(4)	a licensee is repeatedly issued either a notice provided for in section 10-20-125 of this article, or a citation pursuant to this article, or any combination of notices and citations, within a license period. The number of notices and/or citations necessary for this subsection to apply shall be set forth in regulations promulgated by the commissioner of transportation. If any one or more of a licensee’s substantial owners was a substantial owner of another licensee during the license period and that other licensee received a notice provided for in section 10-20-125, or a citation pursuant to this article, during that license period, such prior notice or citation shall be included in determining the number of notices or citations received by the current licensee

10-20-135 License revocation.

     In addition to any other penalties that may be imposed under applicable law, a public way work license issued pursuant to this article may be revoked for a period of up to three years if a licensee has their license suspended pursuant to this article three times within a three-year period. If any one or more of a licensee’s substantial owners was a substantial owner of another licensee during the three-year period and that other licensee had their license suspended pursuant to this article during that three-year period, such prior suspension or suspensions shall be included in determining the number of suspensions received by the current licensee.

10-20-140 Suspension or revocation — Procedure and scope.

     a. Proceedings for the suspension or revocation of the public way work license required by this article shall be conducted pursuant to section 4-4-280 of this code, upon referral by the commissioner of transportation.

     b. When a license suspension or license revocation is imposed on a licensee pursuant to any provision of this article, such suspension or revocation shall apply to all substantial owners of that licensee, and no such substantial owner may apply for or be issued, or be an officer, director, member, partner, shareholder, or owner in an entity that applies for or is issued, a public way work license under this article for the duration of such suspension or revocation.

10-20-145 License violations—Penalty.

     a. In addition to any other penalties that may be imposed under applicable law, any person who makes an opening in, or who constructs or repairs any pavement in, any public way or other public place without first obtaining the public way work license required by this article,

THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION OF CHAPTER 10-20.

or who falsifies information in order to obtain such a license, shall be subject to a fine of $500.00 for each day that the opening exists or that the construction or repair is conducted, and shall also be liable to the city of Chicago for any costs incurred by the city in arranging for or carrying out any restoration, repairs or other work necessitated by the acts or omissions of such person. The city of Chicago shall have the right, but not the obligation, to arrange for or carry out any restoration, repairs or other work pursuant to this section or other applicable provision of this chapter, and any action taken by the city of Chicago in arranging for or carrying out any such restoration, repairs or other work shall not relieve such person of liability for, or diminish that person’s liability for, any condition created by, or created as a result of the acts or omissions of, that person.

     b. If a person holding the public way work license required by this article allows the insurance or letter of credit required in conjunction with such license to be cancelled or to expire or otherwise lapse for more than 30 days during the period that such insurance or letter of credit is required to be in full effect, the license will be rendered void and the person must reapply for a new license and pay a new license fee in order to be considered for a valid license.

10-20-150 Permit — Fees — Issuance.

     a. It shall be unlawful for any person to make an opening in, or to construct or repair any pavement in, any public way or other public place without first obtaining a public way work permit from the commissioner of transportation; provided, however, that any such opening, construction or repair may be performed by a person holding the public way work license required by this article, who is not a permittee under this section but who is acting as subcontractor for, or otherwise acting under instructions from, as agent for, on behalf of, or in concert with, a permittee under this section. A permit fee shall be required for creating any opening in, or for constructing or repairing any pavement in, the public way. The permit fee for creating a pavement opening and for pavement construction or repair shall be $110.00 for each such opening to be created or each such construction or repair project prior to January 1, 1994. The permit fee for creating an opening, or for construction or repair, in any parkway or unimproved portion of the public way shall be $30.00 for each such opening to be created, or each such construction or repair project conducted, prior to January 1, 1994. All permit fees required under this section shall be increased by five percent per annum beginning January 1, 1994. The fee for any permit issued during the time periods specified in subsection (b) of this section shall be twice the normal fee.

     The foregoing fees, however, shall not be required of any person who has been granted the right to use the public way pursuant to a franchise ordinance approved by the city council and which franchise ordinance specifically prohibits the imposition of such fees in addition to the compensation to be received by the city pursuant to the franchise ordinance.

     b. No permit shall be issued for opening or repairing any pavement that has been newly constructed or reconstructed after January 1, 1994, for a period of seven years after completion of the construction or reconstruction, unless the commissioner of transportation determines that circumstances warrant opening or repair of such pavement. No permit shall be issued for the opening or repair of pavement that has been resurfaced after January 1, 1994, within three years after completion of the repaving, unless the commissioner of transportation determines that circumstances warrant opening or repair of such pavement. Any person who opens or repairs a newly constructed, reconstructed or resurfaced pavement without a permit within the time period specified herein, or who falsifies information in order to obtain a permit

THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION OF CHAPTER 10-20.

for such work, shall be subject to a fine of $500.00 for each day that the opening exists or that the repair is conducted.

     c. It shall be a condition of any permit for the opening of, or the construction or repair of, any public way or other public place that the permit applicant shall agree to restore the pavement or other materials in accordance with public way restoration standards. These standards shall be in the form of regulations promulgated by the commissioner of transportation.

     d. In addition to the other limitations on the issuance of permits described in this chapter, the commissioner of transportation shall not issue any permit for the opening of, or the construction or repair of, any public way or public place until he or she shall have been fully advised of the time, place and character of such opening, construction or repair and the purpose thereof. The commissioner of transportation may require that applications for permits be accompanied by a plat or pencil tracing or sketch showing the location, character and dimensions of any proposed openings for the installation of new work, or the location and character of any alterations involving changes in the location of pipes, conduits, wires or other conductors, or proof of compliance with the insurance, letter of credit, or other license requirements of this article.

     e. Before a permit that contemplates the breaking or other disturbance of a bituminous surface shall be granted to open, or conduct construction or repair on, any public way or public place for any purpose, the permit applicant shall as part of the application either (1) commit to restoring the bituminous surface after completion of the work and restoration of the pavement, or (2) request that the city of Chicago restore the bituminous surface after completion of the work and restoration of the pavement. If the applicant selects option (2), the commissioner of transportation shall assess the applicant a restoration fee sufficient to cover the city of Chicago’s cost to restore the bituminous surface. This restoration fee shall be calculated on a per-square-yard basis, based on current construction costs established through average bid prices in the city of Chicago. In the event that the city of Chicago’s cost to restore the bituminous surface is less than the restoration fee, the amount of the surplus shall be returned to the permittee.

     f. In order for a permit to be issued, the director of revenue shall collect the amount of both the permit fee and any applicable restoration fee. Where the opening, construction or repair is required to perform underground work to facilitate a city or state project or the repair of damage caused by city forces, the payment of permit fees shall be waived.

     g. The permit specified in this section shall not be required for the placement, planting, cultivation, maintenance or removal of any tree, shrub, flower, sod or other plant material in the public way

10-20-155 Pavement restoration.

     a. All work done under authority of the permit required by this article shall be inspected by a field service specialist designated by the commissioner of transportation.

     b. Immediately after the completion of the work done pursuant to the permit, the permittee shall forthwith restore any pavement or other materials displaced by reason of the work, and shall restore the surface of any public way or other public place which may be opened or otherwise disturbed; provided, however, that a permittee shall only be obliged to restore a bituminous surface if the permittee has not remitted to the director of revenue the restoration fee assessed pursuant to this article. All of this work shall be done to the satisfaction of the

THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION OF CHAPTER 10-20.

commissioner of transportation, in accordance with public way restoration standards. These standards shall be in the form of regulations promulgated by the commissioner of transportation.

     c. Any permittee who fails to restore the pavement or other materials and the non-bituminous surface and, if applicable, the bituminous surface, of any public way or other public place, as required in subsection (b), by the time established by the commissioner of transportation shall be subject to a fine of $500.00 for each day that such failure continues, and shall also be liable to the city of Chicago for any costs incurred by the city in arranging for or carrying out any such restoration upon expiration of the relevant deadline. The city of Chicago shall have the right, but not the obligation, to arrange for or carry out any such restoration upon expiration of the relevant deadline, and any action taken by the city of Chicago in arranging for or carrying out any such restoration pursuant to this section or other applicable provision of this chapter shall not relieve a permittee of liability for, or diminish a permittee’s liability for, any condition created by, or created as a result of the acts or omissions of, the permittee.

     d. The insurance and letter of credit protections of this article shall apply to any amounts levied or incurred by the city of Chicago pursuant to this section.

10-20-160 Tearing up public ways.

     Unless a specific penalty is otherwise provided, any person who shall injure or tear up any pavement, side or crosswalk, or any part thereof, dig any hole, ditch or drain in, or dig or remove any sod, stone, earth, sand or gravel from any public way or public ground in the city without having first obtained the necessary permit from the commissioner of transportation, or who violates the terms or conditions of a permit for such work, shall be subject to a penalty for each offense of not less than $200.00 nor more than $500.00.

10-20-165 Definitions.

     For purposes of this article, the following definitions shall apply:

     A “person” or “persons” who apply for or hold the public way work license or the public way work permit required by this article shall include individuals, sole proprietorships, partnerships, limited partnerships, firms, limited liability companies and corporations.

     The term “restore” shall mean restoration or replacement of the pavement, components of pavement, or other materials to at least the condition that the pavement, components of pavement, or other materials were in before the work contemplated by this article was commenced.

     A “substantial owner” means any person or entity holding a twenty-five percent (25%) or greater ownership interest in any firm, partnership, limited partnership, corporation or limited liability company; provided, however, that where no person or entity holds such an ownership interest, substantial owner shall mean each of the four persons or entities with the largest ownership interests; provided further, that with regard to an individual or sole proprietorship, substantial owner means that individual or sole proprietorship.

ARTICLE II.         UNDERGROUND TRANSMITTING DEVICES

10-20-200 Tunneling-Permit.

     No person shall, without a permit in writing from the commissioner of transportation, place any shaft, cable, pipe, main, conduit, wire or other transmitting or conducting device underneath the surface of any public way in the city by driving the same through the earth

THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION OF CHAPTER 10-20.

underneath the surface of any such public way, or by boring or tunneling under any such public way.

     Any person may tunnel under stone or concrete sidewalks which do not exceed six feet in width for the purpose of installing sewer drains not to exceed six inches in diameter; provided, that a permit in writing shall be obtained from the commissioner of transportation for such purpose.

     The commissioner of transportation is authorized to remove or cut out all shafts, cables, pipes, mains, conduits, tubes, wires or other transmitting or conducting devices at any time laid or placed underneath the surface of any public way in violation of the provisions of this section.

10-20-205 Underground work in streets to be improved.

     If any person desires to lay any pipes, conduits, tunnels, wires or conductors or do any other underground work in any street which is to be improved by special assessment, such person shall lay such pipes, conduits, tunnels, wires or conductors and install such other underground work within 45 days after the confirmation of the assessment for the paving of such street in case such assessment is confirmed during the months of June or July, and if such assessment is confirmed during any other month, such pipes, conduits, tunnels, wires or conductors shall be laid and such other underground work installed within 60 days after the date of confirmation of such assessment; provided, however, that where such assessment is confirmed during the months of November, December, January and February, such period of 60 days shall be computed from the first day of March following; and provided, further, that whenever the public necessities require it, the commissioner of transportation may, in his discretion, grant to such person a period of time, not to exceed 15 days, in addition to said periods of 45 days and 60 days hereinbefore prescribed, within which to lay such pipes, conduits, tunnels, wires or conductors and install such other underground work. If such street be improved by any other method than by special assessment, such pipes, conduits, tunnels, wires or conductors shall be laid and other contemplated underground work shall be installed before the date of the completion of such improvement.

     If such pipes, conduits, tunnels, wires or conductors are not laid, or if such other underground work is not done, within the time aforesaid, then, and in such event, such person shall, except as hereinafter provided, lay or do the same between the lot and curb lines or in the nearest alley contiguous to such paved street during the period of five years from and after the date of the acceptance of such improvement in such street by the proper authorities of the city; provided, that nothing herein contained shall preclude:

     a. The laying of service pipes, service conduits, service wires or service conductors used in connecting lots abutting on such street with the pipes, conduits, wires or conductors laid longitudinally in such streets.

     b. The repairs to pipes, conduits, tunnels, wires or conductors or to service pipes, service conduits, service wires or service conductors in such streets.

     c. The laying of pipes, conduits, tunnels, wires or conductors, or the doing of any other underground work in that portion of such street which lies between and opposite the entrance to any alley in which such pipes, conduits, tunnels, wires or conductors are laid, or in that portion of any street which intersects or crosses another street.

     d. The doing of any underground work in such portion of any street that is not paralleled by an alley within 250 feet from either side thereof and where the space, unobstructed

THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION OF CHAPTER 10-20.

by trees or other underground work, between the lot and curb lines, is less than four feet in width.

     e. The prompt and complete compliance on the part of the various transportation and street railway companies with the obligations and conditions imposed upon such several companies by the terms of the ordinances under and by virtue of which each of them claims the right of operating cars within the city, and nothing herein contained shall be construed as a waiver, restriction or granting of any right or as applying to the right-of-way of such several companies, as defined in said ordinances, so long as each right-of-way is paved, maintained and kept in good repair, as in said ordinances provided.

     In no event shall the space between the lot line and the curb in any block in which there is in such space any excavation of any character, be used for the installation of any underground work, excepting service pipes, service conduits or service conductors.

10-20-210 Construction of conduit system.

     When poles and wires are to be removed from any street, the person maintaining such poles or wires shall, upon notice from the commissioner of transportation, install the necessary conduits for his wires and appliances in the manner hereinafter provided.

     A combination conduit system shall be constructed consisting of such duct space as may be required by each person, the ducts for each to terminate in a separate manhole to which no one except such person’s own employees shall have access. Only such persons as have an express grant from the city council authorizing a conduit system shall have the right to duct space.

     A conduit in any street may be constructed by any one of the persons requiring duct space, but the option of constructing such conduit shall be with the person requiring the most space and paying the largest proportion of the cost.

10-20-215 Plans for conduit system.

     When a conduit system is decided upon for a street, or a part thereof, plans shall be drawn showing the construction in detail, exact space occupied, and location in the street. The plans must be approved by the majority of those requiring space in the conduit, and must also be approved by the commissioner of transportation or someone authorized by him to approve the plans.

     A standard form of construction shall be adopted and approved by the commissioner of transportation and such standard construction shall be followed wherever conditions will permit.

10-20-220 Materials and cost of conduit system.

     Conduits shall be constructed of some approved form of clay sections which will admit of varying the number of ducts as conditions may require and maintain a uniform construction on all streets. The exact character of the material used shall be decided upon by such persons as are to occupy a part of such conduit space. Should they fail to agree, the commissioner of transportation shall designate what material and class of construction shall be used, and his decision shall be final.

     The cost of constructing the conduits shall be divided pro rata per duct foot of space required, and where individual lateral connections are required, the entire cost of such laterals shall be paid for by the person requiring them.

THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION OF CHAPTER 10-20.

10-20-225 Violation-Penalty.

     Every person violating any of the provisions of the foregoing sections or applicable regulations relating to underground work shall be fined not less than $50.00 nor more than $500.00 for each offense.

ARTICLE III.        PRIVATE PAVING

10-20-300 Board of Local Improvements authorization.

     No person shall build, construct or lay a pavement by private contract on any public way in the city, unless he first shall have made application to the board of local improvements and otherwise complied with the licensing and permitting requirements of this chapter.

     Before such permit is issued, the said applicant shall deposit with the board of local improvements a sum sufficient to cover the estimated cost of engineering, inspection, supervision and other services. Against such deposit, charges shall be made by the board of local improvements for such services as may be required from time to time at such rates as will correspond to those established by the city council for similar services. Nothing in this section shall be held to apply to pavements laid by special assessment or special taxation.

10-20-305 Notice.

     Upon the issuing of any permit authorizing the pavement of any public way by private contract, it shall be the duty of the person to whom such permit is issued to notify the board of local improvements of the time of the commencement of such work. No work shall be done under such permit until directed by the board of local improvements.

ARTICLE IV.        DRIVEWAYS

10-20-400 Supervision.

     The authorization for, and issuance of, a use of public way permit for driveways shall be under the direction and supervision of the director of revenue, and the location and construction of the same shall be in accordance with the plans and specifications as approved by said director.

10-20-405 Use of public way permit required.

     No person shall hereafter establish or maintain any driveway over, across, or upon any public sidewalk or public parkway without first obtaining a use of public way permit from the director of revenue as hereinafter provided.

10-20-410 Insurance required.

     No use of public way permit for a driveway shall be issued until written application therefor has been made to the director of revenue and the certificate of insurance herein provided for has been filed with said director.

10-20-415 Application–Insurance–Notice–Appeal.

     a. Application in writing for a use of public way permit for a driveway shall be made to the director of revenue on forms prescribed by said director, and shall contain the name and address of the person making application, the use of the property with which the proposed driveway is to be connected, and whether in the building thereof it will be necessary to cut down or alter the street curb or elevate or depress the existing grade of sidewalks or parkways, and a

THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION OF CHAPTER 10-20.

sketch showing the proposed location and dimensions of such driveway, the location of adjacent streets and alleys, and any other driveways connected with the property. An application shall be approved and a permit issued only upon a determination of the director of revenue, upon consultation with the following departments, that the driveway will not (1) create undue safety hazards in the use of the street, parkway or sidewalk by vehicular or pedestrian traffic, nor (2) impede the safe and efficient flow of traffic upon the streets and sidewalks adjoining the property for which the driveway is proposed, and upon his or her determination that the existing and proposed use of the property to be connected by said driveway is in all respects in conformity with existing traffic, zoning, and building ordinances. The director of revenue shall refer applications (1) to the department of transportation for investigation and report on the traffic aspects incident to such determination, (2) to the zoning administrator for review and advice as to the zoning and building aspects incident to such determination, (3) to the commissioner of sewers for review and advice as to the drainage structure, manhole and sewer aspects incident to such determination, (4) to the bureau of electricity in the department of streets and sanitation for review and advice with regard to the underground equipment and street lighting aspects incident to such determination, and (5) to the commissioner of water for review and advice with regard to the hydrant and water control valve aspects incident to such determination. In the event that the construction of the driveway will require the city of Chicago to incur costs in making modifications to, over, or under the public way, the applicant shall be provided with an estimate of such costs, and no use of public way permit for a driveway shall be issued until the applicant has first paid to the city of Chicago the amount of the estimate. In the event that the city of Chicago’s cost to make such modifications is less than the estimate, the amount of the surplus shall be returned to the permittee. In the event that the city of Chicago’s cost to make such modifications is greater than the estimate, the director of revenue is authorized to assess the permittee for the amount of the deficiency.

     b. Plans and specifications of such driveway, in accordance with standard specifications established by the commissioner of transportation, shall be submitted to the director of revenue and shall be accompanied by proof of insurance against any liability, loss or claim arising out of the issuance of the permit, or out of the permitted disturbance of the public way or part thereof. Such insurance shall be issued by an insurer authorized to do business in Illinois, shall name the city of Chicago, its officers, employees and agents as additional insured, and shall be in an amount no less than $250,000.00 per occurrence for a Class A use of public way permit (as defined in section 10-20-420), and in an amount no less than $1,000,000.00 per occurrence for a Class B use of public way permit (as defined in section 10-20-420). The insurance policy shall be kept in force throughout the life of said permit, and if at any time during the life of said permit said insurance shall not be in full force, then the authority and privileges herein granted shall thereupon cease. With respect to a Class B use of public way permit (as defined in section 10-20-420), the insurance policy shall provide for written notice to the director of revenue within 30 days of any lapse, cancellation or change in coverage. The director of revenue in his or her discretion may require, instead of such insurance, any alternative form of indemnity, protection or security that he or she deems necessary to accomplish the above-described purposes.

     c. Every application for a use of public way permit for a driveway shall provide that, as a condition for receiving the permit, the applicant shall indemnify, keep and save harmless the city against all liabilities, judgments, costs, damages and expenses which may in any way come against said city in consequence of the granting of said permit, or which may accrue against, be

THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION OF CHAPTER 10-20.

charged to, or recovered from said city from, or by reason, or on account of any act or thing done by the grantee by virtue of the authority given in said permit, or by reason or on account of any defect in the construction or design of said driveway or by reason or on account of the failure to maintain said driveway in good condition and repair and free and clear of snow, ice or obstruction of any kind.

     d. Prior to issuing a use of public way permit for a driveway, the director of revenue shall give 20 days’ written notice of the proposed issuance of the permit to the alderman of the ward in which the proposed driveway is to be located and no permit shall be valid unless such notice is delivered; provided, however, that the affidavit of the director of revenue showing delivery of such notice to such alderman in person or by mailing to such address as the alderman may have filed with the city clerk, shall be conclusive evidence of delivery of such notice.

     If the director of revenue shall refuse to grant a driveway permit, the applicant may appeal to the mayor. Such appeal shall be made within 20 days after the director of revenue sends written notice of such refusal to the applicant. Upon written notice by the applicant, the director of revenue shall transmit to the mayor the application and all other relevant papers and data. The mayor may then approve the application and issue such permit only if he makes the determination hereinbefore provided for the issuance of such driveway permit. A final administrative decision of the mayor hereunder shall be subject to judicial review as provided by law.

     e. The director of revenue is hereby authorized and directed to refuse applications for driveway permits in all cases where frontage consents are required until such time as proof is made of the filing of said frontage consents with the zoning administrator.

10-20-420 Permit classes and fees.

     Permit classes and fees for the establishment and maintenance of driveways under this article shall be as follows:

Class A	$10.00
Residential – not to exceed
4 apartments
Class B	$68.00 for driveways up
	to 25 feet wide.
	$75.00 for driveways over
	25 feet wide.
Residential – over 4 apartments;
Commercial

     For each driveway now or hereafter maintained there shall be paid for each calendar year following the year in which the permit fee required above has been paid, an annual fee in the amount of $68.00 for driveways up to 25 feet in width, and $75.00 for driveways in excess of 25 feet, except for residential structures not exceeding four units, and for any place used exclusively for charitable, educational or religious purposes, which shall be exempt from payment of the inspection fee.

THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION OF CHAPTER 10-20.

10-20-425 Plans and specifications.

     No use of public way permit shall be issued for any driveway until plans indicating location and configuration and specifications therefor have been submitted to and approved by the director of revenue, who may refer said plans and specifications to the commissioner of transportation or other appropriate department for review and advice. No alteration or change from the terms of said permit shall be made without the written consent thereto of said director.

10-20-430 Commercial driveway permits.

     All commercial driveway permits are subject to immediate revocation and driveways closed and ordered removed at owner’s expense unless the permit holder complies with the following requirements:

     a. All property requiring a commercial driveway permit must have a physical barrier to prevent alley access, unless exempted by the city council.

     b. This physical barrier must be erected within 60 days after issuance of a permit, and shall either be a steel guardrail constructed in compliance with this code, or other barrier (except wheel stops) approved by the director of revenue upon consultation with the department of transportation.

10-20-435 Alley access to parking structure permitted when.

     No alley access shall be permitted to any parking lot or garage if the capacity at that lot or garage is in excess of six spaces, unless exempted by a petition of property owners representing 50 percent of the alley property footage, and approved by the city council.

10-20-440 Construction.

     Where driveways are to be built across the sidewalk spaces, unless otherwise expressly authorized they shall conform to the sidewalk grade. Such driveways shall be constructed of concrete eight inches in depth and shall otherwise comply with applicable regulations. Provided, however, that in the case of driveways across viaduct sidewalks or existing residential asphalt driveways, variations of construction and materials to conform to existing condition may be made when approved by the commissioner of transportation.

     No driveway shall be so constructed as to prevent free and unobstructed passage on, over or across the same, or in such a manner as to interfere with the proper drainage and safe grading of the streets. No driveway shall be constructed across intersecting sidewalks. Gradual approaches to the regular sidewalk grade shall be made from the grade of the driveway. The slope of any driveway and the approaches thereto shall not exceed one inch vertical to one foot horizontal nor be less than one-fourth inch vertical to one foot horizontal in any direction, except that the slope from street curb line shall not exceed one inch vertical to one foot horizontal.

10-20-445 Permits–Revocation.

     Use of public way permits required for driveways by this chapter shall contain conditions as follows:

     Said permit may be revoked by the mayor, or by an order passed by the city council and signed by the mayor, at any time without the consent of the grantee, in which case the authority and privileges granted shall thereupon cease and determine; upon the termination by revocation, expiration or otherwise of the authority, rights and privileges granted by said permit, the driveway therein authorized shall be removed and the sidewalk space where the same shall have

THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION OF CHAPTER 10-20.

been located shall be restored to its proper condition to the satisfaction of the commissioner of transportation, so that the said portion of the said sidewalk space used for said driveway shall be safe for public travel and in the same condition as the remaining portion of said sidewalk space, at the sole expense of the grantee therein, without cost or expense of any kind whatsoever to the city; provided, that in the event of the failure, neglect or refusal on the part of said grantee to remove said driveway when directed so to do, the city may proceed to remove same and charge the expense thereof to said grantee.

     Such permits may be revoked by the director of revenue for failure or neglect to comply with the provisions of this chapter.

10-20-450 Violation–Penalty.

     Any person violating any of the provisions of this chapter or applicable regulations concerning driveways shall be fined not less than $50.00 nor more than $500.00 for each offense, unless otherwise specifically provided. A separate and distinct offense shall be held to have been committed each day any person violates any of said provisions.

ARTICLE V.         STREET CURBS AND SIDEWALKS

10-20-500 Curb alignment.

     The curb on each side of the street in each block shall be aligned to a uniform distance from the center line of the vehicular roadway in said block. There shall be no variation from the established curblines in existing streets, except at street intersections where such deviation may be authorized by ordinance when necessary to remove traffic hazards, and in streets which are redesigned as “cul-de-sacs” (short dead-end-streets with vehicular turning areas at their ends).

10-20-505 Construction specifications.

     Except where sidewalks are to be laid in accordance with the provisions of special assessment or special taxation ordinances, it shall be unlawful for any person to construct, lay or rebuild any sidewalk on any portion of the public ways of the city otherwise than in compliance with specifications that the commissioner of transportation shall promulgate and prescribe in regulations. Each day that such sidewalk shall remain so constructed, laid or rebuilt in violation of such specifications shall constitute a separate and distinct offense.

10-20-510 Nonstandard surface material.

     No part of the top or wearing surface of any sidewalk in any public way in the city shall be composed of any nonstandard surface; provided, however, than upon the filing with the commissioner of transportation of (1) proof of insurance against any liability, loss or claim arising by reason or on account of any defect in the construction or design of a sidewalk incorporating a nonstandard surface, or by reason or on account of the failure to maintain said sidewalk in good condition and repair, such insurance to be issued by an insurer authorized to do business in Illinois and in an amount no less than $1,000,000.00 per occurrence, and (2) a maintenance and indemnification agreement in a form satisfactory to the commissioner of transportation, such agreement to be conditioned to indemnify, keep and save harmless the city against all liabilities, judgments, costs, damages and expenses which may in any way come against said city by reason or on account of such construction or of any defect in the construction of said sidewalk or by reason or on account of the failure to maintain said sidewalk in good

THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION OF CHAPTER 10-20.

condition and repair, nothing in this paragraph shall be held to apply to any nonstandard surface approved by the commissioner of transportation. The above-described insurance shall name the city of Chicago, its officers, employees and agents as additional insured, and shall provide for written notice to the commissioner of transportation within 30 days of any lapse, cancellation or change in coverage and shall be kept in force as long as said sidewalk shall exist in the form described in this section, and if at any time while said sidewalk exists in this form, such insurance shall not be in full force, then the authority and privileges herein granted shall thereupon cease. The commissioner of transportation in his or her discretion may require, instead of such insurance, any alternative form of indemnity, protection or security that he or she deems necessary to accomplish the above-described purposes.

10-20-515 Nameplates.

     Before the top or finishing of concrete walks has set, the contractor or person building the walk shall place in such walk in front of each lot or parcel of property a stamp or plate giving the name and address of the contractor or person building the walk and the year in which the work was done. The top of said plate or stamp, which must not cover more than 54 square inches of surface, shall be flush and even with the top of the finished walk, and must be of a permanent character plainly stamped or firmly bedded in the concrete in such a manner that it cannot become loose or be easily removed or defaced.

     Wherever one contractor or person has laid walks in front of three or more adjoining lots or parcels of property in one continuous stretch, one of the above named stamps placed in the walk at each end of said stretch of walk will be sufficient.

10-20-520 Sidewalk line.

     All walks, except full-width walks, shall be laid on a line one foot from the parallel with the lot line, unless otherwise ordered by special ordinance; provided however, that no ordinance for special sidewalk line shall be passed that does not cause uniform alignment of sidewalks on both sides of the street for a distance of not less than 1,200 lineal feet; provided, further, that where a definite sidewalk line is established in a block by cement sidewalks laid prior to the twenty-third day of March, 1904, such line established by the walks already laid shall be followed for the remainder of the block.

10-20-525 Curbing.

     Except as provided in the provisions of this chapter relating to sidewalk ramps, wherever it is necessary to construct curbing or monolithic curb and sidewalk, such construction shall be in compliance with applicable regulations.

10-20-530 Width of sidewalk.

     The space between the street (lot) line and curb line to be reserved for sidewalks shall be of the width herein specified, unless a different width has been, or shall be, fixed by ordinance of the city council. On all streets which are 100 feet in width and upward, 20 feet; on streets 80 feet and less than 100 feet in width, 16 feet; on streets 66 feet and less than 80 feet in width, 14 feet; on streets 60 feet and less than 66 feet in width, 12 feet; on streets 50 feet and less than 60 feet in width, 10 feet; on streets 40 feet and less than 50 feet in width, six feet, and on streets 30 feet and

THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION OF CHAPTER 10-20.

less than 40 feet in width, four feet. The widths herein specified shall be measured from the street (lot) line to the face of the curb nearest the roadway.

     No person shall extend or build any sidewalk beyond the established width of the sidewalk space; and on all streets where open spaces are allowed for planting trees or for grass plots, the same shall not be covered with plank or other material, except such parts and portions of said space as may be allowed to be used for coal vaults or in front of business houses; provided, however, that sidewalks not to exceed two feet in width may be constructed adjoining the curb to permit access to and from vehicles.

10-20-535 Level of sidewalk.

     No part of any sidewalk or sidewalk space shall be taken for private use by lowering or cutting down the same next to the building, or railing off the same by any wooden or iron railing, or by shutting off the public from using the same; and said sidewalk shall not be raised next to the building by constructing a platform of wood, iron, concrete or stone, but said sidewalk shall be built flush up to the building on a uniform grade as herein provided.

10-20-540 Grade.

     The grade for sidewalks shall be established by ordinance of the city council, and a record of the same, accessible to the public, shall be kept on file in the department of transportation. No person shall build or assist in building any sidewalk where no grade has been established by ordinance, or contrary to any grade which may have been or may be established by ordinance, or contrary to any of the provisions of this section. Every day that he shall fail to remove or reconstruct any sidewalk which does not conform to established grade after notice by the commissioner of transportation shall constitute a separate offense.

     All sidewalks heretofore constructed that do not conform to the grade established by ordinance shall be relaid to the proper grade by the owner of the abutting property. Each day he shall fail to relay or reconstruct such sidewalk after notice by the commissioner of transportation shall constitute a separate offense.

     No part or portion of any sidewalk, where the grade has been established, shall be laid or relaid at any different grade or any other level than the adjacent portions of such sidewalk, except as provided in the provisions of this chapter relating to driveways and sidewalk ramps. The person violating this provision shall alter said sidewalk so as to make the same conform to the established grade, and in case he neglects and refuses so to do within a reasonable time it shall be lawful for the department of transportation to alter the same, and the cost and expense of the same shall be paid by such owner and may be recovered from him in an action in the name of the city.

10-20-545 Sidewalk ramps.

     In order to eliminate the barrier that curbs pose to the physically handicapped, all new curbs and sidewalks, and all existing curbs or sidewalks which are a part of any new construction or reconstruction at the intersections of sidewalks and streets, sidewalks and alleys, and at other points of major pedestrian flow, shall comply with the following requirement:

     A ramp with nonslip surface shall be constructed so that the sidewalk and alley, or the sidewalk and street, blend to a common level. Such ramp shall not be less than 36 inches wide and shall not have a slope greater than one inch rise per 12 inches in length. Wherever, because of surrounding buildings or other restrictions, it is impossible to conform the slope with this

THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION OF CHAPTER 10-20.

requirement, the ramp shall contain a slope with as shallow a rise as possible under the circumstances, except however the slope may not exceed a one and one-half inch rise per 12 inches in length.

     Standard details for placement and construction of the ramped sidewalks shall be established by the commissioner of transportation. No person shall construct, build, establish or maintain any ramped sidewalk without otherwise complying with the licensing and permitting requirements of this chapter.

10-20-550 Slope.

     All sidewalks shall be so constructed, except as provided in the provisions of this chapter relating to sidewalk ramps, that when completed the top surface shall coincide with the grade of the space between the curbline and the curblines towards the street line, with a rise of one inch in every three feet.

10-20-555 Violation–Penalty.

     Any person violating any of the provisions of this chapter or applicable regulations on sidewalk construction shall be subject to a penalty of not less than $50.00 nor more than $500.00 for each offense.

ARTICLE VI.         BARRICADES

10-20-600 Barricade for new pavement.

     It shall be lawful for any person employed to pave or repave any street in the city, to place proper obstructions across such street for the purpose of preserving the pavement then newly made or to be made, until the same shall be fit for use.

     All such obstructions shall be removed, by the person that placed them upon the street, as soon as practicable, without notice, or immediately upon order of the commissioner of transportation when he or she shall so direct in writing.

     No person shall, without the consent of the commissioner of transportation, in writing, or without the consent of the person superintending such paving, throw down, displace or remove any such obstruction, under a penalty of not more than $100.00 for every such offense.

10-20-605 Barricade of street openings and obstructions.

     It shall be the duty of every person engaged in digging in any street, or in paving any street, or in building any sewer or drain or trench for water pipes in any of the public streets, under a contract with the city made through any of the departments of the city, or by virtue of any permission which may have been granted by the city council or any department, or either of them, where such work if left exposed would be dangerous to persons traveling on such streets, to erect a fence or railing at such excavations or work in such a manner as to prevent danger to persons who may be traveling such streets, and to continue to maintain such railing or fence until the work shall be completed or the obstruction or danger removed.

     It shall be the duty of such person to place upon such railing or fence, at sunset, suitable and sufficient lights and to keep them burning throughout the night during the performance of such work.

     The provisions of this section shall apply to every person who shall place building materials in any of the public ways; or be engaged in building any vault or constructing any

THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION OF CHAPTER 10-20.

lateral drain from any cellar to any public sewer; or who shall perform any work causing obstructions in the public streets, by virtue of any permit from any executive department; and to all city officers and employees performing any work in behalf of the city whereby obstructions or excavations shall be made in the public ways.

     All railings or fences erected on public ways for the protection of the public shall be erected and maintained to the satisfaction and approval of the commissioner of transportation.

     Any person violating the provisions of this section shall be subject to a penalty of not less than $200.00 nor more than $500.00 for each offense, and every such person shall be deemed guilty of a separate offense for each day that such violation shall continue.

10-20-610 Warning lights.

     Any person having the use of any portion of the public way for the purpose of erecting or repairing any building, or for any other purpose, shall cause two red lights to be placed in a conspicuous place, one at either end of such obstruction, from dusk in the evening until sunrise in the morning, each night during the time such obstruction remains.

10-20-615 Liability for damages.

     In all cases when any person shall perform any of the work mentioned in the preceding section, either under contract with the city or by virtue of permission obtained from the city council or any department of the city in accordance with the provisions of the ordinances of the city, such person shall be answerable for any and every damage which may be occasioned to persons, animals or property, by reason or carelessness in any manner connected with such work.

ARTICLE VII.        VIADUCTS

10-20-700 Definition.

     The term “highway viaduct” is hereby defined as any viaduct used for public highway purposes extending over any railroad track or over any public way or any other public or private property.

10-20-705 License and permit required.

     No person shall construct, reconstruct, or repair any highway viaduct in the city without first complying with the licensing and permitting requirements of this chapter.

10-20-710 Specifications and plans.

     In addition to the licensing and permitting requirements otherwise imposed by this chapter, highway viaducts shall be designed, constructed and erected to the satisfaction of the commissioner of transportation in accordance with printed specifications that he or she shall keep on file and which shall be subject to change from time to time as required, but shall at any time be uniform in application throughout the city.

     Whenever any person shall desire to construct, reconstruct, or repair any such highway viaduct in the city, such person shall first submit to the commissioner of transportation the plan in accordance with which it is proposed to so construct, reconstruct or repair such viaduct, and no permit may be issued for such work unless the commissioner of transportation finds that such plan complies with the terms of that part of this chapter dealing with viaducts and the printed specifications on file in the office of the commissioner of transportation.

THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION OF CHAPTER 10-20.

10-20-715 Violation–Penalty.

     Any person that shall violate any of the provisions of that part of this chapter or applicable regulations dealing with viaducts shall be fined not less than $200.00 nor more than $500.00 for each offense, and every such person shall be deemed guilty of a separate offense for each day that such violation shall continue.

ARTICLE VIII.        MISCELLANEOUS

10-20-800 Violation–Penalty.

     Any person violating any of the provisions of this chapter or applicable regulations shall be fined not less than $50.00 nor more than $500.00 for each offense, unless otherwise specifically provided.

10-20-805 Enforcement of provisions.

     It shall be the duty of the department of transportation and any city officer and any employee having police power, to enforce the provisions of this chapter by stopping any work being done in violation of the terms set forth.

10-20-810 Authority to cite.

     In addition to the powers otherwise granted by this code and other applicable law, the commissioner of transportation, and, where applicable, the director of revenue, shall have the authority to issue citations for violations of this chapter.

10-20-815 License and permit not exclusive.

     The licensing and permitting requirements of this chapter shall not supersede, but shall be in addition to, any other licensing or permitting requirements that may be imposed by applicable law.

10-20-820 Permittee responsible for agent.

     A permittee under this chapter shall be responsible for, and liable for, any subcontractor or any other agent, entity or individual acting under instructions from, on behalf of, or in concert with the permittee, and shall be responsible for, and liable for, all work done pursuant to the permit, including work done by any subcontractor or any other agent, entity or individual acting under instructions from, on behalf of, or in concert with the permittee. Upon request, a permittee shall provide to the department of transportation information sufficient to allow the department of transportation to identify and contact any such subcontractor or any other agent, entity or individual.

     OTHER SECTIONS AMENDED

13-32-090 Driveway permit requirements.

     No permit shall issue for the construction, erection, repair, or alteration of any building or structure designed or intended for use as a garage or any other business, the operation of which will require a driveway across a public sidewalk, until the applicant therefor has first obtained from the director of revenue a use of public way permit for driveway or driveways as prescribed by Chapter 10-20 of this code.

THIS IS NOT AN OFFICIAL VERSION OF CHAPTER 10-20 OF THE MUNICIPAL CODE OF CHICAGO. SEE CITY COUNCIL JOURNAL OF JANUARY 14, 1997 FOR OFFICIAL VERSION OF CHAPTER 10-20.

13-40-130 Tanks for flammable liquids.

     Every application for a permit to install a tank or tanks for flammable liquids shall be made to the building commissioner and shall be accompanied by a plat of survey showing the location and dimensions of all the property coming within the frontage area, the name and address of the owner or owners of each parcel of ground coming within such area, including the filling station site, and the total frontage in feet, with the consents of the required majority of such frontage.

     In any location where a driveway or driveways across a public sidewalk are required in connection with the installation of a tank for flammable liquids, a permit shall not be issued until the applicant therefor has first obtained from the director of revenue a use of public way permit for the driveway or driveways as prescribed by Chapter 10-20 of this code.

CENTERHEAD A

This is Flushhead B

Item 1. This is Flushhead B2

This is Flushhead C

This is Flushhead D

This is a Flushhead E

This is a Flushhead F

This is a Flushhead G

This is a Flushhead H

          This is a sample of a P1. It has a three pica primary indent and a zero secondary indent. This is a sample of a P1. It has a three pica primary indent and a zero secondary indent.

          This is a sample of a P2. It has a six pica primary indent and a three pica secondary indent. This is a sample of a P2. It has a six pica primary indent and a three pica secondary indent.

• This is a sample of a P3. It has a three pica primary indent, small bullet and a hang of 4ens. This is a sample of a P3. It has a three pica primary indent, small bullet and a hang of 4ens. This is a sample of a P3. It has a three pica primary indent, small bullet and a hang of 4ens.

• This is a sample of a P4. It has a five pica primary indent, small bullet and a hang of 4ens. This is a sample of a P4. It has a five pica primary indent, small bullet and a hang of 4ens. This is a sample of a P4. It has a five pica primary indent, small bullet and a hang of 4ens.

Table Style

		Year Ended August 31,
Stub Boxhead*		1998		1997(1)			1996
		(Dollars in thousands)
							(Unaudited)
Revenues		$	1,185,473	$	678,619		$	652,973
Expenses:
	Operating(10)		797,382		485,062			(73,563	)%
	Restructuring and other charges		65,831		331,697			—
	Net income (loss)	$	—	$	(1.33	)	$	0.07
Weighted average common stock outstanding (000’s)			249,287		138,033			120,000

* This is an asterisk tablenote. This is an asterisk tablenote. This is an asterisk tablenote.

(1)  This is the first tablenote — this is the first tablenote. This is the first tablenote. This is the first tablenote. This is the first tablenote.

(10)  This is the second tablenote. This is the second tablenote. This is the second tablenote. This is the second tablenote. This is the second tablenote.

See accompanying Notes to Consolidated Financial Statements.

MERRILL LYNCH-SPEC-1

[Insert Daley and George Letterhead]

January 3, 1997

BY MESSENGER

Mr. Donald A. Petkus, President

Unicom Thermal Technologies

30 West Monroe Street

Suite 500

Chicago, Illinois 60603

In re:     Seventh Amendment to District
              Cooling System Use Agreement

Dear Don:

     Enclosed please find a certified copy of the Ordinance passed by the Chicago City Council on December 11, 1996 authorizing the Seventh Amendment.

     Please feel free to contact me if you have any questions or comments.

     Continued Best Wishes.

Sincerely,

       John J. George

JJG: tc
Enclosure

ORDINANCE

     WHEREAS, on the 14th day of September, 1994, the City Council (the “City Council”) of the City of Chicago, Illinois (the “City”) adopted an Ordinance authorizing the City to enter into a “District Cooling System Use Agreement” (the “Original Agreement”) with Unicom Thermal Technologies, Inc. (formerly Northwind, Inc., and referred to herein as “Grantee”), which grants to Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, the City and Grantee entered into the Original Agreement as of October 1, 1994; and

     WHEREAS, on the 17th day of May, 1995, the City Council adopted an ordinance authorizing the City to enter into a “First Amendment to District Cooling System Use Agreement” (the “First Amendment”); and

     WHEREAS, the First Amendment is dated as of June 1, 1995; and

     WHEREAS, on the 13th day of July, 1995, the City Council adopted an ordinance authorizing the City to enter into a “Second Amendment to District Cooling System Use Agreement” (the “Second Amendment”); and

     WHEREAS, the Second Amendment is dated as of July 15, 1995; and

     WHEREAS, on the 10th day of January, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Third Amendment to District Cooling System Use Agreement” (the “Third Amendment”); and

     WHEREAS, the Third Amendment is dated as of February l, 1996; and

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     WHEREAS, on the 6th day of March, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Fourth Amendment to District Cooling System Use Agreement” (the “Fourth Amendment”); and

     WHEREAS, the Fourth Amendment is dated as of April 1, 1996; and

     WHEREAS, on April 16, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Fifth Amendment to District Cooling System Use Agreement” (the “Fifth Amendment”; and

     WHEREAS, the Fifth Amendment is dated as of October 1, 1996, and

     WHEREAS, on October 30, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Sixth Amendment to District Cooling System Use Agreement (the “Sixth Amendment”), (and collectively with the Original Agreement and all prior Amendments described above, the “Current Agreement”); and

     WHEREAS, the Sixth Amendment is dated as of November 7, 1996; and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System including the Current Distribution Facilities; and

     WHEREAS, Grantee desires to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalitics and appurtenances (“Additional Distribution Facilities”) (i) in the City’s public ways to be located on a portion of West Carroll Avenue, from the westerly right of way line of Wells Street to Clark Street, the intersection of Clark Street/Carroll Avenue and the intersection of Dearborn Street/Carroll Avenue; (ii) in the City’s

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public ways to be located on a portion of LaSalle Street from West Carroll Avenue to approximately 50 feet north of West Carroll Avenue; (iii) in the City’s public way to be located in LaSalle Street from Van Buren Street to approximately 75 feet north of Lake Street and (iv) in City property to be located on a portion of the former underground trolley tunnel known as the LaSalle Street Trolley Tunnel (the “LaSalle Street Trolley Tunnel”) from Lake Street to approximately 50 feet north of West Carroll Avenue as further described and depicted in Exhibit A to this Ordinance (the “Additional Distribution Facilities”); and

     WHEREAS, the Grantee desires to amend the Exhibits 1 and 2 to the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Exhibit A to this Ordinance; and

     WHEREAS, the City and Grantee now desire to amend the Current Agreement to reflect changes to Exhibits 1 and 2 to the Current Agreement and reflect the inclusion of portions of the LaSalle Street Trolley Tunnel in the Additional Distribution Facilities as set forth in Exhibit A and other matters; now, therefore,

     BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:

     SECTION 1: The above recitals are expressly incorporated herein and made a part of this ordinance by reference as though fully set forth herein.

     SECTION 2: Subject to the approval of the Corporation Counsel, the Commissioner of the Department of the Environment, the Commissioner of the Department of Transportation, and the Director of the Department of Revenue are hereby authorized to enter into and execute on behalf of the City, a Seventh Amendment to the District Cooling System Use Agreement (the “Seventh Amendment”) substantially in the form attached hereto as Exhibit A, subject to such changes as shall be approved by the officials executing the same, their execution constituting

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conclusive evidence of their approval and this City Council’s approval of any such changes or revisions therein from the form of Seventh Amendment attached hereto including, but not limited to any provisions related to tunnel surcharge; provided, however, that no such change or revision may extend the Additional Distribution Facilities or reduce general compensation paid to the City contrary to the provisions of the Current Agreement as modified by the Seventh Amendment in the form attached hereto without further action of this City Council. Such officials may also negotiate in the Seventh Amendment such additional environmental terms and conditions as shall be deemed desirable by the Commissioner of the City’s Department of the Environment. In addition such officials may also negotiate in the Seventh Amendment such changes to the insurance terms and conditions set forth in Section 6 of the Current Agreement as shall be deemed desirable by the City’s Risk Manager.

     SECTION 3: This Ordinance shall be in full force and effect upon its passage and approval.

     SECTION 4: All ordinances and resolutions, or parts thereof, in conflict with this ordinance are, to the extent of such conflict, hereby repealed.

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EXHIBIT A

     This Seventh Amendment to District Cooling System Use Agreement (the “Seventh Amendment”), dated as of                    , 1996 (the “Effective Date”) by and between the CITY OF CHICAGO, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and UNICOM THERMAL TECHNOLOGIES, INC., an Illinois corporation, (the “Grantee”) and a wholly owned subsidiary of Unicom Enterprise which is 100% owned by Unicom Corporation.

WITNESSETH:

     WHEREAS, the City of Chicago and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994, as amended (the “Current Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current Distribution Facilities” for the Grantee’s System (as such term is defined in the Current Agreement); and

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the current distribution facilities (“Current Distribution Facilities”); and

     WHEREAS, Grantee desires to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances (“Additional Distribution Facilities”) (i) in the City’s public ways to be located on a portion of West Carroll Avenue, from the westerly right of way line of Wells Street to Clark Street, the intersection of Clark Street/Carroll Avenue and the intersection of Dearborn Street/Carroll Avenue; (ii) in the City’s

1

public ways to be located on a portion of LaSalle Street from West Carroll Avenue to approximately 50 feet north of West Carroll Avenue; (iii) in the City’s public way to be located in LaSalle Street from Van Buren Street to approximately 75 feet north of Lake Street; and (iv) in City property to be located on a portion of the former underground trolley tunnel known as the LaSalle Street Trolley Tunnel (the “LaSalle Street Trolley Tunnel”) from Lake Street to approximately 50 feet north of West Carroll Avenue; and

     WHEREAS, the Grantee desires to amend the Exhibits 1 and 2 to the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Amended Exhibits 1 and 2 attached to this Seventh Amendment (the “Amended Exhibits”); and

     WHEREAS, the City Council of the City on                    , 1996 approved execution of a Seventh Amendment to the Current Agreement in substantially the form of this Seventh Amendment, including the Amended Exhibits (the “Ordinance”); and

     WHEREAS, the Current Agreement needs to be amended to reflect the inclusion of portions of the LaSalle Street Trolley Tunnel in the Additional Distributions Facilities; and

     WHEREAS, the parties also wish to modify the insurance provisions of the Current Agreement in accordance with the provisions of the Ordinance.

     WHEREAS the City and the Grantee now desire to amend the Agreement on the terms and conditions set forth below;

     NOW, THEREFORE,

     It is agreed by the parties hereto as follows:

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     Section 1. The above recitals are expressly incorporated herein and made a part of this Seventh Amendment by reference as though fully set forth therein.

     Section 2. As of the Effective Date of this Seventh Amendment, the Current Exhibits are deemed superseded and replaced by the Amended Exhibits.

     Section 3. As of the Effective Date of this Seventh Amendment, the following definition is added to Section 1 of the Current Agreement (to be deemed inserted in alphabetical order into the Current Agreement):

     “LaSalle Street Trolley Tunnel” shall mean the former street trolley tunnel located under portions of LaSalle Street located from Randolph Street to Hubbard Street, including crossing under the Chicago River, as shown on Exhibit 3.

     Section 4. As of the Effective Date of this Seventh Amendment, the definition of “Public Ways” in the Current Amendment is hereby amended to read as follows:

          “Public Ways” shall mean the surface, the air space above the surface and the area below the surface of any right-of-way and public street and any highway, lane, path, alley, sidewalk, boulevard, drive, bridge, park, parkway, waterway or other public right-of-way including public utility casements or rights-of-way in which the city has jurisdiction, and any temporary or permanent fixtures or improvements located thereon now or hereafter held by the City in which the City holds rights sufficient, without consent of any other party, to permit Grantee to use thereof for the purpose of installing or maintaining Grantee’s District Cooling Facilities. The term “Public Ways” shall be deemed not to include Chicago Freight Tunnels or the LaSalle Street Trolley Tunnel or any other tunnels except as specifically referred to herein.

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     Section 5. As of the Effective Date of this Seventh Amendment, the provisions of Section 6.1 of the Current Agreement beginning with subparagraph (A) through the remainder of said Section shall be replaced in its entirety to read as follows:

(A) Insurance To Be Provided

1. Workers Compensation and Employers Liability Insurance

Workers Compensation and Employers Liability Insurance, as prescribed by applicable law covering all employees who are to provide a service under this Agreement and Employers Liability coverage with limits of not less than $500,000 each accident or illness.

2. Commercial General Liability Insurance (Primary and Umbrella)

Commercial General Liability Insurance or equivalent with limits of not less than $10,000,000 per occurrence, for bodily injury, personal injury, and property damage liability. Coverages shall include the following: All premises and operations, products/completed operations (for a minimum of two (2) years following project completion), explosion, collapse, underground, independent contractors, separation of insureds, defense, and contractual liability (with no limitation endorsement). The City of Chicago is to be named as an additional insured on a primary, noncontributory basis for any liability arising directly or indirectly from the work.

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3. Railroad Protective Liability Insurance

When any work is to be done adjacent to railroad or transit property, Grantee shall provide, with respect to the operations that Grantee or subcontractors perform, Railroad Protective Liability Insurance in the name of the railroad or transit entity. The policy shall have limits of not less than $2,000,000 per occurrence, combined single limit, and $6,000,000 in the aggregate for losses arising out of injuries to or death of all persons, and for damage to or destruction of property, including the loss of use thereof.

4.	Automobile Liability Insurance (Primary and Umbrella)
	When any motor vehicles (owned, non-owned and hired) are used in connection with work to be performed, the Grantee shall provide Automobile Liability Insurance with limits of not less than $2,000,000 per occurrence, for bodily injury and property damage.

5.

Pollution Legal Liability Insurance

Pollution Legal Liability Insurance shall be provided by Grantee for any operation at the site with limits of not less than $1,000,000 covering all bodily injury and property damage resulting from Pollution conditions (including clean up costs). A claims-made policy which is not renewed or replaced must have an extended reporting period of two (2) years. The City of Chicago is to be named as an additional insured on a primary, non-contributory basis.

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6.

Contractors Pollution Liability

When any construction or related work is performed which may cause a pollution exposure, Contractors Pollution Liability shall be provided with limits of not less than $1,000,000 insuring bodily injury, property damage, and environmental cleanup costs. When policies are renewed or replaced, the policy retroactive date must coincide with, or precede, start of work on the Agreement. A claims made policy which is not renewed or replaced must have an extended reporting period of two (2) years. The City of Chicago shall be named as an additional insured on a primary noncontributory basis.

7.

Professional Liability Insurance

When any architects, engineers, construction managers or other professional consultants perform work in connection with this Agreement, Professional Liability Insurance covering acts, errors, or omissions shall be maintained with limits of not less than $1,000,000. Coverage shall include contractual liability. When policies are renewed or replaced, the policy retroactive date must coincide with, or precede, start of work on this Agreement. A claims-made policy which is not renewed or replaced must have an extended reporting period of two (2) years.

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8.

Self Insurance

To the extend permitted by law, Grantee may self insure for the insurance requirements specified above, it being expressly understood and agreed that, if the Grantee does self insure for the above insurance requirements, the Grantee shall bear all risk of loss for any loss which would otherwise be covered by insurance policies, and the self insurance program shall comply with at least the insurance requirements as stipulated above.

(B)

Additional Requirements

The Grantee will furnish the City of Chicago, Risk Management Department, DePaul Center, 333 South State Street, Room 400, 60604, original Certificates of Insurance evidencing the required coverage to be in force on the date of this Agreement, and Renewal Certificates of Insurance, or such similar evidence, if the coverages have an expiration or renewal date occurring during the term of this Agreement. The Grantee shall submit evidence of insurance on the City of Chicago Insurance Certificate Form (copy attached) or equivalent prior to Agreement award. The receipt of any certificate does not constitute agreement by the City that the insurance requirements in the Agreement have been fully met or that the insurance policies indicated on the certificate are in compliance with all Agreement requirements. The failure of the City to obtain certificates or other insurance evidence from Grantee shall not be deemed to be a waiver by the City. The Grantee shall advise all insurers of the

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Agreement provisions regarding insurance. Non-conforming insurance shall not relieve Grantee of the obligation to provide insurance as specified herein. Nonfulfillment of the insurance conditions may constitute a violation of the Agreement, and the City retains the right to stop work or terminate this Agreement until property evidence of insurance is provided.

The insurance shall provide for 60 days prior written notice to be given to the City in the event coverage is substantially changed, canceled, or non-renewed.

Any and all deductibles or self insured retentions on referenced insurance coverages shall be borne by Grantee.

The Grantee agrees that insurers shall waive their rights of subrogation against the City of Chicago, its employees, elected officials, agents, or representatives.

The Grantee expressly understands and agrees that any coverages and limits furnished by Grantee shall in no way limit the Grantee’s liabilities and responsibilities specified within the Agreement documents or by law.

The Grantee expressly understands and agrees that any insurance or self insurance programs maintained by the City of Chicago shall apply in excess of and not contribute with insurance provided by the Grantee under the Agreement.

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The required insurance shall not be limited by any limitations expressed in the indemnification language herein or any limitation placed on the indemnity therein given as a matter of law.

The Grantee shall require all subcontractors to provide the insurance required herein or Grantee may provide the coverages for subcontractors. All subcontractors shall be subject to the same insurance requirements of Grantee.

If Grantee or subcontractor desire additional coverages, the Grantee and each subcontractor shall be responsible for the acquisition and cost of such additional protection.

The City of Chicago Risk Management Department maintains the right to modify, delete, alter or change these requirements.”

     Section 6. As of the Effective Date of this Seventh Amendment, the Title to Section 9 to the Current Agreement is changed from “Chicago Freight Tunnels” to “Chicago Freight Tunnels and the LaSalle Street Trolley Tunnel.”

     Section 7. As of the Effective Date of this Seventh Amendment, a new Section 9.2 is added to the Current Agreement which reads in its entirety as follows:

“Section 9.2

(A) LaSalle Street Trolley Tunnel. It is acknowledged that the LaSalle Street Trolley Tunnel is City-owned property and is a unique environment. Grantee desires to use portions of the LaSalle Street Trolley Tunnel to

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install Distribution Facilities. Nevertheless, for purposes of this Agreement, to the extent any portions of the LaSalle Street Trolley Tunnel are included as Additional Distribution Facilities pursuant to this Agreement, all provisions of the Agreement relating to the public Ways shall be applied to the LaSalle Street Trolley Tunnel. Space in the LaSalle Street Trolley Tunnel may in the future become a scarce resource. In order to preserve the availability of the LaSalle Street Trolley Tunnel for future grantees and permittees, the Grantee may be required to restrict the size or sizes or be limited in the approved location of the conduit or facilities the Grantee constructs or installs therein in accordance with permits issued by the Department of Transportation. The City reserves the right to impose additional fees specifically for the use of the LaSalle Street Trolley Tunnel not otherwise described in this Agreement based on the dimensions and nature of Grantee’s facilities, so long as such fees will be applied in a nondiscriminatory and reasonable fashion to other similar users.

(B)

Tunnel Agreement Required. Prior to the issuance of permits, Grantee shall enter into such additional agreements with the City as may be required by the Department of Transportation regarding construction, installation, maintenance, inspection, insurance and other related aspects of use of the LaSalle Street Trolley Tunnel encompassing one of the Authorized Routes. Any disputes relating to use of the LaSalle Street Trolley Tunnel with present or future users of the LaSalle Street Trolley

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	Tunnel shall be resolved to the satisfactory of Commissioner of the Department of Environment, the Commissioner of the Department of Transportation and other concerned City departments.
(C)	No City Obligation. The City will not be obligated to pay any amounts to Grantee for any cost of preparation, maintenance or improvement to the LaSalle Street Trolley Tunnel and Grantee expressly waives any right to any such contributions. Any use of the LaSalle Street Trolley Tunnel shall be solely at Grantee’s risk and the City shall not be liable in any way therefore.
(D)	Maintenance. Grantee further agrees to maintain in conjunction with other users those portions of the LaSalle Street Trolley Tunnel through which Grantee’s system is placed or operates, or which is affected directly or indirectly by such operations, and will keep such portions free of hazards to the satisfaction of the City and will keep such portions of the Trolley Tunnel passable for purposes of inspection by City personnel or its designated agents. Grantee shall provide reasonable cooperation to the City, its designated agents and other users of the LaSalle Street Trolley Tunnel for installation, construction, inspection and maintenance and shall not interfere with such activities. The privilege granted herein shall be maintained and used in accordance with this Agreement, any other tunnel agreement to which Grantee is a party, and any restrictions on the use of the LaSalle Street Trolley Tunnel established by the Commissioner of the

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Department of Transportation and the Commissioner of the Department of Environment.”

     Section 8. As of the Effective Date of this Seventh Amendment, pursuant to Section 7.1.2(b) of the Current Agreement, Section 5.1 of the Current Agreement is hereby amended in its entirety to read as follows:

“Section 5.1 General Compensation.

(A) Grantee agrees to pay the City as General Compensation during each Compensation Year for the use of the Public Ways throughout the duration of this Agreement (subject to the City’s rights of adjustment set forth in Section 2.3 hereof) a sum equal to the General Compensation as set forth below. The General Compensation during the Compensation Year ending December 31, 1995 shall be the greater of $50,000 or two percent (2%) of Grantee’s Total Gross Billings. The General Compensation during the Compensation Year ending December 31, 1996 shall be the greater of $140,000 or two percent (2%) of Grantee’s Total Gross Billings. The General Compensation during the Compensation Year ending December 31, 1997 shall be the greater of $320,000 or 2% of Grantee’s Total Gross Billings (including for 1997 and all future Compensation Years amounts generated by the Third Plant). For the 1998 Compensation Year (subject to adjustments made pursuant to Section 7.1.2), the General Compensation fees shall be the greater of $320,000, or 2% of Total Gross Billings (subject to adjustments made pursuant to Section 7.1.2). For each Compensation Year beginning with the 1999

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Compensation Year the General Compensation fee shall be two percent (2%) of Total Gross Billings; but in no case shall the General Compensation for any Compensation Year beginning with 1999 be less $320,000 (subject to adjustment pursuant to Section 7.1.2 hereof), adjusted for the rate of inflation during the preceding Compensation Year pursuant to the Consumer Price Index for Urban Affairs. All rates of compensation set forth in this paragraph are subject to the City’s right of adjustment set forth in Section 2.3 hereof, as applicable.”

(B)

In addition to clause (A), Grantee shall pay a surcharge for use of the portion of the LaSalle Street Trolley Tunnel authorized by the City to be used for Additional Distribution Facilities sufficient for cost recovery by the City of pro rata costs of inspecting, maintaining, improving and operating the LaSalle Street Tunnel, such surcharge to be determined in a nondiscriminatory and reasonable fashion among similar users by the Commissioner of the Department of Transportation and the Commissioner of the Department of the Environment. Such surcharge rate or rates shall be published by said departments on an annual basis and provided to Grantee and other users of the LaSalle Street Trolley Tunnel on an annual basis. It is estimated that the initial surcharge for Grantee for use of the LaSalle Street Tunnel for its Additional Distribution Facilities as set forth herein in 1997 shall be $30,000.

     Section 9. Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is

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employed by Grantee or has a personal financial or economic interest directly or indirectly in this Agreement or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to the Municipal Code of Chicago (Chapter 2-156) (the “Code”). No payment, gratuity or offer of employment shall be made in connection with this ordinance by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of said Chapter 2-156 shall be voidable as to the City.

     Section 10. Neither Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33E-11 (1994 State Bar Edition) and under the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition.

     Section 11. It shall be the duty of Grantee, all contractors, and all officers, directors, agents, partners, and employees of Grantee to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Code. Grantee shall inform all its contractors of the provision and require understanding and compliance herewith.

     Section 12. Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois. Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.

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     Section 13. If Grantee conducts any business operations in Northern Ireland, it is hereby required that Grantee make all reasonable and good faith efforts to conduct any such business operations in Northern Ireland in accordance with the MacBride Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 Ill. Laws 3220).

     Section 14. Except as expressly modified in this Seventh Amendment, all other terms, covenants and conditions in the Current Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof. Except as set forth in this Seventh Amendment, all defined terms in the Agreement are used in the Seventh Amendment with the same meaning that such terms have in the Current Agreement.

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     IN WITNESS WHEREOF, the City has caused this Seventh Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and scaled the same on or as of the day and year first written.

(SEAL)	CITY OF CHICAGO
	By:
		TITLE:	Commissioner of the
			Department of Environment
Reviewed as to form and legality:
	By:
Assistant Corporation Counsel		TITLE:	Director of the
			Department of Revenue
	By:
		TITLE:	Commissioner of the
			Department of Transportation
ATTEST:	UNICOM THERMAL TECHNOLOGIES, INC.
	By:
		TITLE:	President

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EXHIBIT 1

     The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the Approved Plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact locations of Grantee’s Distribution Facilities.

Production Plant Number 1:	Northeast corner of South State Street and East Adams Street
Distribution Piping:	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Madison Street. In Adams Street from LaSalle Street to Michigan Avenue.
Production Plant Number 2:	Northwest corner of S. Franklin Street and W. Congress Parkway
Distribution Piping:	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street to Jackson Boulevard. In Franklin Street from Washington Boulevard to Randolph Street. In Jackson Boulevard, from Franklin Street to Dearborn Street. In LaSalle Street, from approximately 75 feet north of Lake Street to Van Buren Street. In Washington Boulevard, from LaSalle Street to approximately 300 feet west of Franklin Street. In Madison Street, from LaSalle Street to Clark Street.
	In LaSalle Street Trolley Tunnel, from Lake Street to approximately 50 feet north of West Carroll Avenue. In West Carroll Avenue, from the westerly right of way line of Wells Street to Clark Street, and in addition, the Clark Street/Carroll Avenue and Dearborn Street/Carroll Avenue intersections. In LaSalle Street from West Carroll Avenue to approximately 50 feet north of West Carroll Avenue.
Production Plant Number 3:	Northeast corner of Randolph and Columbus Drive (located in the Blue Cross Blue Shield Building)

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Distribution Piping: In Columbus Drive, from Randolph Street to South Water Street. In South Water Street, from Columbus Drive to Garland Court. In Garland Court, from South Water Street to Lake Street. In Lake Street, from Garland Court to LaSalle Street.

     This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend the locations of the Distribution Facilities based on changes in construction conditions. All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

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EXHIBIT 2

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Document No. 096-2474

[Official stamp by the City Council of the City of Chicago]

APPROVED

CORPORATION COUNSEL

APPROVED

Mayor

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EXHIBIT 3

1

STATE OF ILLINOIS,   )
     County of Cook.         )ss.

     I, JAMES J. LASKI, City Clerk of the City of Chicago in the County of Cook and State of Illinois, DO HEREBY CERTIFY that the annexed and foregoing is a true and correct copy of that certain ordinance now on file in my office concerning authorization for execution of Seventh Amendment to District Cooling System Use Agreement with Unicom Thermal Technologies (formerly Northwind Incorporated).

     I DO FURTHER CERTIFY that the said ordinance was passed by the City Council of the said City of Chicago on the eleventh (11^th) day of December, A.D. 1996 and deposited in my office on the eleventh (11^th) day of December, A.D. 1996.

     I DO FURTHER CERTIFY that the vote on the question of the passage of the said ordinance by the said City Council was taken by yeas and nays and recorded in the Journal of the Proceedings of the said City Council, and that the result of said vote so taken was as follows, to wit: Yeas 49, Nays None.

     I DO FURTHER CERTIFY that the said ordinance was delivered to the Mayor of the said City of Chicago after the passage thereof by the said City Council, without delay, by the City Clerk of the said City of Chicago, and that the said Mayor did approve and sign the said ordinance on the eleventh (11^th) day of December, A.D. 1996.

     I DO FURTHER CERTIFY that the original, of which the foregoing is a true copy, is entrusted to my care for safe keeping, and that I am the lawful keeper of the same.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the City of Chicago aforesaid, at the said City, in the County and State aforesaid, this twenty-seventh (27^th) day of December, A.D. 1996.

[L.S.]

/s/ James J. Laski

James J. Laski, City Clerk

     This Eighth Amendment to District Cooling System Use Agreement (the “Eighth Amendment”), dated as of May 1, 1997 (the “Effective Date”) by and between the City of Chicago, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and Unicom Thermal Technologies, Inc., an Illinois corporation, (the “Grantee”) and a wholly owned subsidiary of Unicom Enterprise which is 100% owned by Unicom Corporation.

WITNESSETH:

     WHEREAS, the City of Chicago and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994, as amended (the “Current Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current Distribution Facilities” (as such term is defined in the Current Agreement) for the Grantee’s System; and

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the Current Distribution Facilities; and

     WHEREAS, Grantee desires to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtances in the City’s public ways to be used exclusively in the provision of District Cooling Services and to be located within a portion of Franklin Street from Randolph Street to approximately 300 feet south of the south line of West Madison Street; within Monroe Street from LaSalle Street to Clark Street; across and under Kinzie Street from the Merchandise Mart to the building commonly known as 400 N. Franklin Street for piping with a maximum trench-width of six (6) feet to be located west of the Franklin Street/Kinzie Street intersection and east of the Orleans Street/Kinzie Street intersection; across

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and under Orleans Street from the Merchandise Mart to the Apparel Center for piping with a maximum trench-width of six (6) feet to he located south of the Kinzie Street/Orleans Street intersection and north of the Chicago River; (collectively, the “Additional Distribution Facilities”); and

     WHEREAS, Grantee desires to amend the Exhibits 1 and 2 to the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Amended Exhibits 1 and 2 attached to this Eighth Amendment (the “Amended Exhibits”); and

     WHEREAS, the Current Agreement needs to be amended to clarify that certain City property located within the authorized routes may be used in relation to the construction, installation, operation and maintenance of Current Distribution Facilities in the LaSalle Street Trolley Tunnel; and

     WHEREAS, the City Council of the City on February 7, 1997 approved execution of a Eighth Amendment to the Current Agreement in substantially the form of this Eighth Amendment, including the Amended Exhibits (the “Ordinance”); and

     WHEREAS, the City and the Grantee now desire to amend the Current Agreement on the terms and conditions set forth below;

     NOW, THEREFORE,

     It is agreed by the parties hereto as follows:

     Section 1. The above recitals are expressly incorporated herein and made a part of this Eighth Amendment by reference as though fully set forth herein.

     Section 2. As of the Effective Date of this Eighth Amendment, the Current Exhibits are deemed superseded and replaced by the Amended Exhibits. It is agreed by Grantee that the

2

Additional Distribution Facilities shall be sized for and used solely for the provision of District Cooling Services. Building permits shall be obtained as required by the building provisions of the Municipal Code of Chicago.

     Section 3. As of the Effective Date of this Eighth Amendment, a new Section 9.2 (E) is added to the Current Agreement which reads in its entirety as follows:

     “(E) Access to LaSalle Street Trolley Tunnel

     “In connection with the use of portions of the LaSalle Street Trolley Tunnel as set forth in this Section 9.2, Grantee is authorized to construct and install portions of its Additional Distribution System in existing City owned access shafts or construct new access shafts penetrating the LaSalle Street Trolley Tunnel and located or to be located within the Authorized Routes, to locate a portion of its Additional Distribution System under portions of a City-owned parking garage located under LaSalle Street, all as shown on Exhibit 3 (“Access Facilities”) and, as deemed necessary or appropriate, to operate and maintain the Additional Distribution Facilities therein and thereunder; subject, however to obtaining and acting pursuant to any and all City permits required in connection therewith. For purposes of this Agreement, all applicable provisions of the Agreement relating to the Public Ways shall be applied to the Access Facilities and the provisions of Sections 9.2(A) through (D) applicable to the LaSalle Street Trolley Tunnels shall be applicable to the Access Facilities. This Section 9.2 (E) is intended to clarify the existing provisions of the Current Agreement and not to provide expanded privileges to Grantee.”

     Section 4. At the end of Section 6.1 of the Agreement the following paragraph shall be added. “The foregoing requirements are supplementary to requirements for insurance set forth in

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Chapter 10-20, et. seq. of the Code to the extent such requirements are not included herein, Grantee shall also meet such requirements of the Code and of Chapter 10-20 et. seq. upon notice of such additional requirement from the City.”

     Section 5. At the end of Section 6.11 of the Agreement the following sentence shall be added. “Despite the foregoing the Indemnified Parties may not be indemnified to the extent a court of final adjudication determines that a loss or portion thereof to be indemnified has been caused by willful misconduct of the City or such Indemnified Parties.”

     Section 6. At the end of Section 7.2.3. of the Agreement the following sentence shall be added. “Grantee shall also obtain a public way work license as required under Chapter 10-20 et. seq. of the Code, if required thereunder and a letter of credit in such amount as may be required under said Chapter 10-20 and attendant regulations.”

     Section 7. Section 7.5 of the Agreement shall be amended to include a new sentence at the end of the section which shall read as follows: “The provisions contained in this Section 7 are supplemental to and not in substitution of applicable provisions of Chapter 10-20 et. seq. of the Code and attendant regulation, including the procurement of a letter of credit consistent with and pursuant to Chapter 10-20 of the Code and attendant regulations.”

     Section 8. Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is employed by Grantee or has a personal financial or economic interest directly or indirectly in this Agreement or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to the Municipal Code of Chicago (Chapter 2-156) (the “Code”). No payment, gratuity or offer of employment shall be made in connection with this ordinance by or on behalf of any contractors

4

to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of said Chapter 2-156 shall be voidable as to the City.

     Section 9. Neither Grantee nor its contractors shall he in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33E-11 (1994 State Bar Edition) and under the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition.

     Section 10. It shall he the duty of Grantee, all contractors, all consultants, and all officers, directors, agents, partners, and employees of Grantee to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Code. Grantee shall inform all its contractors of the provision and require understanding and compliance herewith.

     Section 11. Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois. Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.

     Section 12. If Grantee conducts any business operations in Northern Ireland, it is hereby required that Grantee make all reasonable and good faith efforts to conduct any such business operations in Northern Ireland in accordance with the MacBride Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 Ill. Laws 3220).

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     Section 13. Except as expressly modified in this Eighth Amendment, all other terms, covenants and conditions in the Current Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof. Except as set forth in this Eighth Amendment, all defined terms in the Agreement are used in the Eighth Amendment with the same meaning that such terms have in the Current Agreement.

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     IN WITNESS WHEREOF, the City has caused this Eighth Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written.

(SEAL)

	CITY OF CHICAGO
/s/ James J. Laski
	By:	/s/ [ILLEGIBLE]
City Clerk	TITLE :	Commissioner of the Department
		Of Environment
	By:	/s/ [ILLEGIBLE]
	TITLE:	Director of the
		Department of Revenue
	By:	/s/ [ILLEGIBLE]
	TITLE:	Commissioner of the
		Department of Transportation
Reviewed as to form and legality:
/s/ [ILLEGIBLE]
Assistant Corporation Counsel
ATTEST:	UNICOM THERMAL TECHNOLOGIES, INC.
	By:	/s/ [ILLEGIBLE]
/s/ Carol Sherman	TITLE:	President
Assistant Secretary

7

EXHIBIT 1

     The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the Approved Plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact locations of Grantee’s Distribution Facilities.

Production Plant Number 1:	Northeast corner of South State Street and East Adams Street
Distribution Piping:	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Madison Street. In Adams Street from LaSalle Street to Michigan Avenue
Production Plant Number 2:	Northwest corner of S. Franklin Street and W. Congress Parkway
Distribution Piping:	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street to Jackson Boulevard. Within Franklin Street from Randolph Street to approximately 300 feet south of the south line of West Madison Street. In Jackson Boulevard, from Franklin Street to Dearborn Street. Within LaSalle Street, from approximately 75 feet north of Lake Street to Van Buren Street. In Washington Boulevard, from LaSalle Street to approximately 300 feet west of Franklin Street. In Madison Street, from LaSalle Street to Clark Street. Within Monroe Street from LaSalle Street to Clark Street.
	In LaSalle Street Trolley Tunnel, from Lake Street to approximately 50 feet north of West Carroll Avenue. In West Carroll Avenue, from the westerly right of way line of Wells Street to Clark Street, and in addition, the Clark Street/Carroll Avenue and Dearborn Street/Carroll Avenue intersections. In LaSalle Street from West Carroll Avenue to approximately 50 feet north of West Carroll Avenue. Across and under Kinzie Street from the Merchandise Mart to the building commonly known as 400 N. Franklin Street for piping with a maximum trench-width of six (6) feet to be located west of the Franklin Street/Kinzie Street intersection and east of the Orleans Street/Kinzie Street intersection. Across and under Orleans Street from the Merchandise Mart to the Apparel Center for piping with a

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	maximum trench-width of six (6) feet to be located south of the Kinzie Street/Orleans Street intersection and north of the Chicago River.
Production Plant Number 3:	Northeast corner of Randolph and Columbus Drive (located in the Blue Cross Blue Shield Building)
Distribution Piping:	In Columbus Drive, from Randolph Street to South Water Street. In South Water Street, from Columbus Drive to Garland Court. In Garland Court, from South Water Street to Lake Street. In Lake Street, from Garland Court to LaSalle Street.

     This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend the locations of the Distribution Facilities based on changes in construction conditions. All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

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10

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[LETTERHEAD OF DALEY AND GEORGE, LTD.]

February 14, 1997

Mr. Donald A. Petkus, President
Unicom Thermal Technologies
30 West Monroe Street
Suite 500
Chicago, Illinois 60603

In re:	Eighth Amendment to District
	Cooling System Use Agreement

Dear Don:

     Enclosed please find a certified copy of the Ordinance passed by the Chicago City Council on February 7, 1997 authorizing the execution of the Seventh Amendment.

     This is an important document and should be retained in your permanent records.

     Continued Best Wishes.

Sincerely,

John J. George

JJG:rk
Enclosure
cc: Richard Ryall

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ORDINANCE

     WHEREAS, on the 14th day of September, 1994, the City Council (the “City Council”) of the City of Chicago, Illinois (the “City”) adopted an Ordinance authorizing the City to enter into a “District Cooling System Use Agreement” (the “Original Agreement”) with Unicom Thermal Technologies, Inc. (formerly Northwind, Inc., and referred to herein as “Grantee”), which grants to Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, the City and Grantee entered into the Original Agreement as of October 1, 1994; and

     WHEREAS, on the 17th day of May, 1995, the City Council adopted an ordinance authorizing the City to enter into a “First Amendment to District Cooling System Use Agreement” (the “First Amendment”); and

     WHEREAS, the First Amendment is dated as of June 1, 1995; and

     WHEREAS, on the 13th day of July, 1995, the City Council adopted an ordinance authorizing the City to enter into a “Second Amendment to District Cooling System Use Agreement” (the “Second Amendment”); and

     WHEREAS, the Second Amendment is dated as of July 15, 1995; and

     WHEREAS, on the 10th day of January, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Third Amendment to District Cooling System Use Agreement” (the “Third Amendment”); and

     WHEREAS, the Third Amendment is dated as of February 1, 1996; and

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     WHEREAS, on the 6th day of March, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Fourth Amendment to District Cooling System Use Agreement” (the “Fourth Amendment”); and

     WHEREAS, the Fourth Amendment is dated as of April 1, 1996; and

     WHEREAS, on the 16th day of April, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Fifth Amendment to District Cooling System Use Agreement” (the “Fifth Amendment”); and

     WHEREAS, the Fifth Amendment is dated as of October 1, 1996, and

     WHEREAS, on the 30th day of October, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Sixth Amendment to District Cooling System Use Agreement (the “Sixth Amendment”); and

     WHEREAS, the Sixth Amendment is dated as of November 7, 1996; and

     WHEREAS, on the 11th day of December, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Seventh Amendment to District Cooling System Use Agreement” (the “Seventh Amendment”) (and collectively with the Original Agreement and all prior Amendments described above, the “Current Agreement”); and

     WHEREAS, the Seventh Amendment is dated as of January 15, 1997; and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and

     WHEREAS, Grantee desires to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances in the City’s public ways to be used exclusively in the provision of District Cooling Services (as that term is defined in the Current Agreement) and to be located within a portion of Franklin Street from Randolph Street

2

to approximately 300 feet south of the south line of West Madison Street; within Monroe Street from LaSalle Street to Clark Street; across and under Kinzie Street from the Merchandise Mart to the building commonly known as 400 North Franklin Street for piping with a maximum trench-width of six (6) feet to be located west of the Franklin Street/Kinzie Street intersection and east of the Orleans Street/Kinzie Street intersection; across and under Orleans Street from the Merchandise Mart to the Apparel Center for piping with a maximum trench-width of six (6) feet to be located south of the Kinzie Street/Orleans Street intersection and north of the Chicago River (collectively the “Additional Distribution Facilities”); and

     WHEREAS, Grantee desires to amend Exhibits l and 2 of the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Amended Exhibits 1 and 2 attached to this Eighth Amendment (the “Amended Exhibits”); and

     WHEREAS, the Current Agreement needs to he amended to clarify that certain City property located within the authorized routes maybe used in relation to the construction and installation, operation and maintenance of Current Distribution Facilities in the LaSalle Street Trolley Tunnel; now, therefore,

     BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:

     SECTION 1: The above recitals are expressly incorporated herein and made a part of this ordinance by reference as though fully set forth herein.

     SECTION 2: Subject to the approval of the Corporation Counsel, the Commissioner of the Department of the Environment, the Commissioner of tire Department of Transportation, and the Director of the Department of Revenue are hereby authorized to enter into and execute on behalf of the City, an Eighth Amendment to the District Cooling System Use Agreement (the

3

“Eighth Amendment”) substantially in the form attached hereto as Exhibit A, subject to such changes as shall be approved by the officials executing the same, their execution constituting conclusive evidence of their approval and this City Council’s approval of any such changes or revisions therein from the form of Eighth Amendment attached hereto; provided, however, that no such change or revision may extend the Additional Distribution Facilities or reduce general compensation paid to the City contrary to the provisions of the Current Agreement as modified by the Eighth Amendment in the form attached hereto without further action of this City Council. Such officials may also negotiate in the Eighth Amendment such additional environmental terms and conditions as shall be deemed desirable by the Commissioner of the City’s Department of the Environment. In addition such officials may also negotiate in the Eighth Amendment such changes to the insurance terms and conditions set forth in Section 6 of the Current Agreement as shall he deemed desirable by the City’s Risk Manager. The Commissioner of the City’s Department of Transportation is authorized to execute any agreements related to the tunnel described in the Current Agreement.

     SECTION 3: This Ordinance shall he in full force and effect upon its passage and approval.

     SECTION 4: All ordinances and resolutions, or parts thereof, in conflict with this ordinance are, to the extent of such conflict, hereby repealed.

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EXHIBIT A

     This Eighth Amendment to District Cooling System Use Agreement (the “Eighth Amendment”), dated as of                    , 1997 (the “Effective Date”) by and between the City of Chicago, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and Unicom Thermal Technologies, Inc., an Illinois corporation, (the “Grantee”) and a wholly owned subsidiary of Unicom Enterprise which is 100% owned by Unicom Corporation.

WITNESSETH:

     WHEREAS, the City of Chicago and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994, as amended (the “Current Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current Distribution Facilities” (as such term is defined in the Current Agreement) for the Grantee’s System; and

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the Current Distribution Facilities; and

     WHEREAS, Grantee desires to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtances in the City’s public ways to be used exclusively in the provision of District Cooling Services and to be located within a portion of Franklin Street from Randolph Street to approximately 300 feet south of the south line of West Madison Street; within Monroe Street from LaSalle Street to Clark Street; across and under Kinzie Street from the Merchandise Mart to the building commonly knows as 400 N. Franklin Street for piping with a maximum trench-width of six (6) feet to he located west of the Franklin

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Street/Kinzie Street intersection and east of the Orleans Strect/Kinzie Street intersection; across and under Orleans Street from the Merchandise Mart to the Apparel Center for piping with a maximum trench-width of six (6) feet to be located south of the Kinzie Street/Orleans Street intersection and north of the Chicago River; (collectively, the “Additional Distribution Facilities”); and

     WHEREAS, Grantee desires to amend the Exhibits 1 and 2 to the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Amended Exhibits 1 and 2 attached to this Eighth Amendment (the “Amended Exhibits”); and

     WHEREAS, the Current Agreement needs to be amended to clarify that certain City property located within the authorized routes may be used in relation to the construction, installation, operation and maintenance of Current Distribution Facilities in the LaSalle Street Trolley Tunnel; and

     WHEREAS, the City Council of the City on                     approved execution of a Eighth Amendment to the Current Agreement in substantially the form of this Eighth Amendment, including the Amended Exhibits (the “Ordinance”); and

     WHEREAS the City and the Grantee now desire to amend the Current Agreement on the terms and conditions set forth below;

     NOW, THEREFORE,

     It is agreed by the parties hereto as follows:

     Section 1. The above recitals are expressly incorporated herein and made a part of this Eighth Amendment by reference as though fully set forth herein.

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     Section 2. As of the Effective Date of this Eighth Amendment, the Current Exhibits are deemed superseded and replaced by the Amended Exhibits. It is agreed by Grantee that the Additional Distribution Facilities shall be sized for and used solely for the provision of District Cooling Services. Building permits shall be obtained as required by the building provisions of the Municipal Code of Chicago.

     Section 3. As of the Effective Date of this Eighth Amendment, a new Section 9.2 (E) is added to the Current Agreement which reads in its entirety as follows:

     “(E) Access to LaSalle Street Trolley Tunnel

     “In connection with the use of portions of the LaSalle Street Trolley Tunnel as set forth in this Section 9.2, Grantee is authorized to constrict and install portions of its Additional Distribution System in existing City owned access shafts or construct new access shafts penetrating the LaSalle Street Trolley Tunnel and located or to be located within the Authorized Routes, to locate a portion of its Additional Distribution System under portions of a City-owned parking garage located under LaSalle Street, all as shown on Exhibit 3 (“Access Facilities”) and, as deemed necessary or appropriate, to operate and maintain the Additional Distribution Facilities therein and thereunder; subject, however to obtaining and acting pursuant to any and all City permits required in connection therewith. For purposes of this Agreement, all applicable provisions of the Agreement relating to the Public Ways shall be applied to the Access Facilities and the provisions of Sections 9.2(A) through (D) applicable to the LaSalle Street Trolley Tunnels shall be applicable to the Access Facilities. This Section 9.2 (E) is intended to clarify the existing provisions of the Current Agreement and not to provide expanded privileges to Grantee.”

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     Section 4. Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is employed by Grantee or has a personal financial or economic interest directly or indirectly in this Agreement or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to the Municipal Code of Chicago (Chapter 2-156) (the “Code”). No payment, gratuity or offer of employment shall be made in connection with this ordinance by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of said Chapter 2-156 shall be voidable as to the City.

     Section 5. Neither Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33E-11 (1994 State Bar Edition) and under the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition.

     Section 6. It shall be the duty of Grantee, all contractors, all consultants, and all officers, directors, agents, partners, and employees of Grantee to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Code. Grantee shall inform all its contractors of the provision and require understanding and compliance herewith.

     Section 7. Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois.

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Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.

     Section 8. If Grantee conducts any business operations in Northern Ireland, it is hereby required that Grantee make all reasonable and good faith efforts to conduct any such business operations in Northern Ireland in accordance with the MacBride Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 III. Laws 3220).

     Section 9. Except as expressly modified in this Eighth Amendment, all other terms, covenants and conditions in the Current Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof. Except as set forth in this Eighth Amendment, all defined terms in the Agreement are used in the Eighth Amendment with the same meaning that such terms have in the Current Agreement.

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     IN WITNESS WHEREOF, the City has caused this Eighth Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written.

(SEAL)

	CITY OF CHICAGO
	By:
City Clerk	TITLE :	Commissioner of the Department of Environment
	By:
	TITLE:	Director of the Department of Revenue
	By:
	TITLE:	Commissioner of the Department of Transportation
Reviewed as to form and legality:
Assistant Corporation Counsel
ATTEST:	UNICOM THERMAL TECHNOLOGIES, INC.
	By:
	TITLE :	President

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EXHIBIT 1

     The Grantee’s District Cooling System is anticipated to he constructed in the Public Ways and at the Approved Plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact locations of Grantee’s Distribution Facilities.

Production Plant Number 1:	Northeast comer of South State Street and East Adams Street
Distribution Piping:	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Madison Street. In Adams Street from LaSalle Street to Michigan Avenue.
Production Plant Number 2:	Northwest corner of S. Franklin Street and W. Congress Parkway
Distribution Piping:	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street to Jackson Boulevard. Within Franklin Street from Randolph Street to approximately 300 feet south of the south line of West Madison Street. In Jackson Boulevard, from Franklin Street to Dearborn Street. Within LaSalle Street, from approximately 75 feet north of Lake Street to Van Buren Street. In Washington Boulevard, from LaSalle Street to approximately 300 feet west of Franklin Street. In Madison Street, from LaSalle Street to Clark Street. Within Monroe Street, from LaSalle Street to Clark Street.
	In LaSalle Street Trolley Tunnel, from Lake Street to approximately 50 feet north of West Carroll Avenue. In West Carroll Avenue, from the westerly right of way line of Wells Street to Clark Street, and in addition, the Clark Street/Carroll Avenue and Dearborn Street/Carroll Avenue intersections. In LaSalle Street from West Carroll Avenue to approximately 50 feet north of West Carroll Avenue. Across and under Kinzie Street from the Merchandise Mart to the building commonly known as 400 N. Franklin Street for piping with a maximum trench-width of six (6) feet to be located west of the Franklin Street/Kinzie Street intersection and east of the Orleans Street/Kinzie Street intersection. Across and under Orleans Street from the Merchandise Mart to the Apparel Center for piping with a

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	maximum trench-width of six (6) feet to be located south of the Kinzie Street/Orleans Street intersection and north of the Chicago River.
Production Plant Number 3:	Northeast corner of Randolph and Columbus Drive (located in the Blue Cross Blue Shield Building)
Distribution Piping:	In Columbus Drive, from Randolph Street to South Water Street. In South Water Street, from Columbus Drive to Garland Court. In Garland Court, from South Water Street to Lake Street. In Lake Street, from Garland Court to LaSalle Street.

     This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend the locations of the Distribution Facilities based on changes in constriction conditions. All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

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EXHIBIT 2

EXHIBIT 3

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     Unicom Thermal Technologies, Inc. is a wholly owned subsidiary of Unicom Enterprises, Inc.

     Unicom Enterprises, Inc. is a wholly owned subsidiary of Unicom Corporation.

     Unicom Corporation is a New York Stock Exchange traded public company.

DISCLOSURE OF OWNERSHIP INTEREST

Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the Municipal Code of the City of Chicago all grantees/proposers shall provide the following information with their proposal. Notwithstanding, the Corporation Counsel may require an additional information which is reasonably intended to achieve full disclosure of ownership interests from grantee or proposer. Every question must be answered. If the question is not applicable, answer with “NA.” If the answer is none, please answer “None.” Note: The person preparing Section I, II, III, IV or V of this statement must sign the bottom of Page 4 before a Notary Public.

Grantee/ Proposer Name:	Unicom Thermal Technologies, Inc.
Grantee/ Proposer Address:	30 West Monroe, Suite 500
	Chicago, Illinois 60603

Grantee/ Proposer is a:	(x)Corporation;	(  )Sole Proprietor;	(  )Partnership;
(Check One)	(  ) Not-for Profit Corporation	(  )Joint Venturer*;	(  )Other;

* Each Joint Venture Partner must submit a completed Disclosure of Ownership Interest.

SECTION I - FOR PROFIT CORPORATIONS

a.	Incorporated in the State of Illinois
b.	Authorized to do business in the State of Illinois: YES (x) NO (  )
c.	Name of all Officers of corporation (or Attach List): Names of all Directors of Corporation (or Attach List):

Name (Print or Type)	Title (Print or Type)	Name (Print or Type)	Title (Print or Type)
Mr. James J. O’Connor	Chairman of the Board Director/ Officer	Mr. Don Petkus	President Director/ Officer
Mr. Samuel Skinner	Director	Mr. William Downey	Director
Mr. Robert Manning	Director	Mr. John Bukovski	Director
Mr. Leo Mullin	Director/Officer	Mr. David Scholz	Officer
		Mr. Dennis O’Brien	Officer

d. If the corporation has fewer than 100 shareholders indicate here or attach a list of names and addresses of all shareholders and the percentage interest of each.

Name (Print or Type)	Address	Ownership Interest
		%
		%
		%
		%

DISCLOSURE OF OWNERSHIP INTEREST

e. The corporation is owned partially or completely by one or more other corporations: YES (x) NO (  )

          If “yes,” submit a Disclosure of Ownership Interests form for each of said corporations.

f. If the corporation has 100 or more shareholders, indicate here or attach a list of names and addresses of all shareholders owning shares equal to or in excess of 10% of the proportionate ownership of the corporation and indicate the percentage interest of each.

Name (Print or Type) Title (Print or Type) Name (Print or Type) Title (Print or Type)

NOTE: Generally, with corporations having 100 or more shareholders where no shareholders own 10% of the share, the requirements of this Section I would be satisfied by the Grantee/Proposer enclosing, with his proposal, a copy of the corporation’s latest published annual report and/or Form 10-K if the information is contained therein.

SECTION II - PARTNERSHIPS

N/A

If the grantee/proposer is a partnership, indicate the name of each partner and the percentage of interest of each therein:

Names of Partner (Print or Type)	Percentage Interest
	%
	%
	%
	%
	%
	%

DISCLOSURE OF OWNERSHIP INTEREST

SECTION III - SOLE PROPRIETORSHIPS

N/A

a. The grantee/ proposer is a sole proprietor and is not acting in any representative capacity in behalf of any beneficiary:

     YES ( )    NO ( )    If NO, complete items b and c of this Section III.

b. If the sole proprietor is held by an agent(s) or a nominee(s), indicate the principal(s) for whom the agent or nominee hold such interest:

Name(s) of Principal(s) (Print or Type)

c. If the interest of a spouse or any other party is constructively controlled by another party or legal entity, state the name and address of such person or entity possessing such control and the relationship under which such control is being or may be exercised:

SECTION IV - LAND TRUSTS, BUSINESS TRUSTS, ESTATES & OTHER ENTITIES

If the grantee/proposer is a land trust, business trust, estate or other similar commercial or legal entity, identify any representative, person or entity holding legal title as well as each beneficiary in whose behalf title is held, including the name, address and percentage of interest of each beneficiary.

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DISCLOSURE OF OWNERSHIP INTERESTS

SECTION V NOT FOR PROFIT CORPORATIONS

N/A

a.	Incorporated in the State of
b.	Authorized to do business in the State of Illinois: YES ( )    NO (  )
c.	Names of all Officers of corporation (or Attach List): Names of all Directors of Corporation (or Attach List):

Name (Print or Type) Title (Print or Type) Name (Print or Type) Title (Print or Type)

NOTE: Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the Municipal Code of the City of Chicago, the Corporation Counsel of the City of Chicago may require any such additional from any entity to achieve full disclosure relevant to the contract.

STATE OF	Illinois	)
		)	SS.
COUNTY OF	Cook	)

This undersigned having been duly sworn, states that (he) or (she) is authorized to make this affidavit in behalf of the applicant, that the information disclosed in this economic disclosure statement and any accompanying schedules, is true and complete to the best of (his) or (her) knowledge, and that the applicant has withheld no disclosure as to economic interest in the undertaking for which this application is made, nor reserved any information, date or plan as to the intended use or purpose for which it seeks action by the City.

(Signature of Persons Making Statement)

David A. Scholz

Name of Person Making Statement (Print or Type)

Corporate Secretary

Title

Subscribed to before me this 17 day of January A.D., 19 97

(Notary Public Signature)

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DISCLOSURE OF OWNERSHIP INTEREST

Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the Municipal Code of the City of Chicago, all grantees/ proposers shall provide the following information with their proposal. Notwithstanding, the Corporation Counsel may require an additional information which is reasonably intended to achieve full disclosure of ownership interests from grantee or proposer. Every question must be answered. If the question is not applicable, answer with “NA.” If the answer is none, please answer “None.” Note: The person preparing Section I, II, III, IV or V of this statement must sign the bottom of Page 4 before a Notary Public.

Grantee/ Proposer Name:	Unicom Enterprises, Inc.
Grantee/ Proposer Address:	10 South Dearborn, 37th Floor
	Chicago, Illinois 60690-0767

Grantee/ Proposer is a:	(x)Corporation;	(  )Sole Proprietor;	(  )Partnership;
(Check One)	(  ) Not-for Profit Corporation	(  )Joint Venturer*;	(  )Other;

* Each Joint Venture Partner must submit a completed Disclosure of Ownership Interest.

SECTION I - FOR PROFIT CORPORATIONS

a.	Incorporated in the State of Illinois
b.	Authorized to do business in the State of Illinois: YES (x)  NO ( )
c.	Name of all Officers of corporation (or Attach List): Names of all Directors of Corporation (or Attach List):

Name (Print or Type)	Title (Print or Type)	Name (Print or Type)	Title (Print or Type)
Mr. James J. O’Connor	Director/ Officer	Mr. John C. Bukovski	Director
Mr. Samuel Skinner	Director/ Officer	Mr. William H. Downey	Director
Mr. Leo Mullin	Director/ Officer	Mr. David A. Scholz	Officer
Mr. Robert Manning	Director	Mr. Dennis O’Brien	Officer

d. If the corporation has fewer than 100 shareholders indicate here or attach a list of names and addresses of all shareholders and the percentage interest of each.

Name (Print or Type)	Address	Ownership Interest
		%
		%
		%
		%

DISCLOSURE OF OWNERSHIP INTEREST

e. The corporation is owned partially or completely by one or more other corporations: YES ( x ) NO ( )

         If “yes,” submit a Disclosure of Ownership Interests form for each of said corporations.

f. If the corporation has 100 or more shareholders, indicate here or attach a list of names and addresses of all shareholders owning shares equal to or in excess of 10% of the proportionate ownership of the corporation and indicate the percentage interest of each.

Name (Print or Type) Title (Print or Type) Name (Print or Type) Title (Print or Type)

NOTE: Generally, with corporations having 100 or more shareholders where no shareholders own 10% of the share, the requirements of this Section I would be satisfied by the Grantee/Proposer enclosing, with his proposal, a copy of the corporation’s latest published annual report and/or Form 10-K if the information is contained therein.

SECTION II - PARTNERSHIPS

If the grantee/proposer is a partnership, indicate the name of each partner and the percentage of interest of each therein:

Names of Partner (Print or Type)	Percentage Interest
		%
		%
		%
		%
		%

DISCLOSURE OF OWNERSHIP INTEREST

SECTION III - SOLE PROPRIETORSHIPS

N/A

a. The grantee/ proposer is a sole proprietor and is not acting in any representative capacity in behalf of any beneficiary:

         YES ( )  NO ( )  If NO, complete items b and c of this Section III.

b. If the sole proprietor is held by an agent(s) or a nominee(s), indicate the principal(s) for whom the agent or nominee hold such interest:

Name(s) of Principal(s) (Print or Type)

c. If the interest of a spouse or any other party is constructively controlled by another party or legal entity, state the name and address of such person or entity possessing such control and the relationship under which such control is being or may be exercised:

SECTION IV LAND TRUSTS, BUSINESS TRUSTS, ESTATES & OTHER ENTITIES

If the grantee/proposer is a land trust, business trust, estate or other similar commercial or legal entity, identify any representative, person or entity holding legal title as well as each beneficiary in whose behalf title is held, including the name, address and percentage of interest of each beneficiary.

DISCLOSURE OF OWNERSHIP INTERESTS

SECTION V NOT FOR PROFIT CORPORATIONS

N/A

a. Incorporated in the State of _________________________________________

b. Authorized to do business in the State of Illinois: YES ( )  NO ( )

c. Names of all Officers of corporation (or Attach List): Names of all Directors of Corporation (or Attach List):

Name (Print or Type) Title (Print or Type) Name (Print or Type) Title (Print or Type)

NOTE: Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the Municipal Code of the City of Chicago, the Corporation Counsel of the City of Chicago may require any such additional from any entity to achieve full disclosure relevant to the contract.

STATE OF	Illinois	)
		)	SS.
COUNTY OF	Cook	)

This undersigned having been duly sworn, states that (he) or (she) is authorized to make this affidavit in behalf of the applicant, that the information disclosed in this economic disclosure statement and any accompanying schedules, is true and complete to the best of (his) or (her) knowledge, and that the applicant has withheld no disclosure as to economic interest in the undertaking for which this application is made, nor reserved any information, date or plan as to the intended use or purpose for which it seeks action by the City.

(Signature of Persons Making Statement)

David A. Scholz

Name of Person Making Statement (Print or Type)

Corporate Secretary

Title

Subscribed to before me this 17 day of January A.D., 1997

(Notary Public Signature)

DISCLOSURE OF OWNERSHIP INTEREST

Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the Municipal Code of the City of Chicago, all grantees/ proposers shall provide the following information with their proposal. Notwithstanding, the Corporation Counsel may require an additional information which is reasonably intended to achieve full disclosure of ownership interests from grantee or proposer. Every question must be answered. If the question is not applicable, answer with “NA.” If the answer is none, please answer “None.” Note: The person preparing Section I, II, III, IV or V of this statement must sign the bottom of Page 4 before a Notary Public.

Grantee/ Proposer Name:	Unicom Enterprises, Inc.
Grantee/ Proposer Address:	10 South Dearborn
	Chicago, Illinois 60690-0767

Grantee/ Proposer is a:	(x)Corporation;	(  )Sole Proprietor;	(  )Partnership;
(Check One)	(  ) Not-for Profit Corporation	(  )Joint Venturer*;	(  )Other;

            *Each Joint Venture Partner must submit a completed Disclosure of Ownership Interest.

SECTION I - FOR PROFIT CORPORATIONS

a.	Incorporated in the State of Illinois
b.	Authorized to do business in the State of Illinois: YES (x)  NO ( )
c.	Name of all Officers of corporation (or Attach List): Names of all Directors of Corporation (or Attach List):

Name (Print or Type)	Title (Print or Type)	Name (Print or Type)	Title (Print or Type)
See Attached	Directors
See Attached	Officers

d. If the corporation has fewer than 100 shareholders indicate here or attach a list of names and addresses of all shareholders and the percentage interest of each.

Name (Print or Type)	Address	Ownership Interest
			%
			%
			%
			%

DISCLOSURE OF OWNERSHIP INTEREST

e. The corporation is owned partially or completely by one or more other corporations: YES ( ) NO ( )

         If “yes,” submit a Disclosure of Ownership Interests form for each of said corporations.

f. If the corporation has 100 or more shareholders, indicate here or attach a list of names and addresses of all shareholders owning shares equal to or in excess of 10% of the proportionate ownership of the corporation and indicate the percentage interest of each.

Name (Print or Type)	Title (Print or Type)	Name (Print or Type)	Title (Print or Type)
All shareholders are below 10% as per May 22, 1996 Proxy.

NOTE: Generally, with corporations having 100 or more shareholders where no shareholders own 10% of the share, the requirements of this Section I would be satisfied by the Grantee/Proposer enclosing, with his proposal, a copy of the corporation’s latest published annual report and/or Form 10-K if the information is contained therein.

SECTION II - PARTNERSHIPS

N/A

If the grantee/proposer is a partnership, indicate the name of each partner and the percentage of interest of each therein:

Names of Partner (Print or Type)	Percentage Interest
		%
		%
		%
		%
		%
		%

DISCLOSURE OF OWNERSHIP INTEREST

SECTION III - SOLE PROPRIETORSHIPS

N/A

a. The grantee/ proposer is a sole proprietor and is not acting in any representative capacity in behalf of any beneficiary:

         YES ( )  NO ( )  If NO, complete items b and c of this Section III.

b. If the sole proprietor is held by an agent(s) or a nominee(s), indicate the principal(s) for whom the agent or nominee hold such interest:

Name(s) of Principal(s) (Print or Type)

c. If the interest of a spouse or any other party is constructively controlled by another party or legal entity, state the name and address of such person or entity possessing such control and the relationship under which such control is being or may be exercised:

SECTION IV - LAND TRUSTS, BUSINESS TRUSTS, ESTATES & OTHER ENTITIES

N/A

If the grantee/proposer is a land trust, business trust, estate or other similar commercial or legal entity, identify any representative, person or entity holding legal title as well as each beneficiary in whose behalf title is held, including the name, address and percentage of interest of each beneficiary.

DISCLOSURE OF OWNERSHIP INTERESTS

SECTION V NOT FOR PROFIT CORPORATIONS

N/A

a.	Incorporated in the State of __________________________________
b.	Authorized to do business in the State of Illinois: YES ( )  NO ( )
c.	Names of all Officers of corporation (or Attach List): Names of all Directors of Corporation (or Attach List):

Name (Print or Type) Title (Print or Type) Name (Print or Type) Title (Print or Type)

NOTE: Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the Municipal Code of the City of Chicago, the Corporation Counsel of the City of Chicago may require any such additional from any entity to achieve full disclosure relevant to the contract.

STATE OF	Illinois		)
		) SS.
COUNTY OF	Cook		)

This undersigned having been duly sworn, states that (he) or (she) is authorized to make this affidavit in behalf of the applicant, that the information disclosed in this economic disclosure statement and any accompanying schedules, is true and complete to the best of (his) or (her) knowledge, and that the applicant has withheld no disclosure as to economic interest in the undertaking for which this application is made, nor reserved any information, date or plan as to the intended use or purpose for which it seeks action by the City.

(Signature of Persons Making Statement)

David A. Scholz

Name of Person Making Statement (Print or Type)

Corporate Secretary

Title

Subscribed to before me this 17 day of January A.D., 1997

(Notary Public Signature)

Disclosure of Ownership Interests

Attachment

The following list will provide the names of the Directors of Unicom Corporation:

Jean Allard
Edward A. Brennan
James Compton
Sue Gin
Donald Jacobs
Edgar D. Jannotta
George Johnson
Edward Mason
Leo Mullin
James J. O’Connor
Frank Olson
Samuel Skinner
Bruce DeMars

The following list represents the current Officers:

James J. O’Connor
Samuel Skinner
Donald Petkus
John Bukovski
Roger Kovack
Dennis O’Brien
David Scholz
John T. Costello
Leo Mullin

GRANTEE’S AFFIDAVIT

Instructions: FOR USE WITH A PRIVILEGE GRANTED BY THE CITY. Every Grantee must complete this Grantee’s Affidavit. Special attention should be paid to Sections I (pp. 1 to 4), II (pp. 4 and 5), and III and IV A..2 (p.9) which require the Grantee to provide certain information to the City. The Grantee must sign the appropriate line in Section II C (p.6), Section III.A (p.8) and Section IV (p.9) and must complete and sign before a notary public the Verification, Section VI (p.11). Please note that in the event the Grantee is a joint venture, the joint venture and each of the joint venture partners must submit a completed Grantee’s Affidavit. In the event that the Grantee is unable to certify to any of the statements contained herein Grantee must contact the City of Chicago (the “City”) and provide a detailed factual explanation of the circumstances leading to the Grantee’s inability to so certify.

The undersigned	Donald A. Petkus	, as	President & CEO
	(Name)		(Title)

	Unicom Thermal
and on behalf of	Technologies, Inc.	(“Grantee”) having been duly sworn under oath
	(Business Name)

Certifies that:

I. DISCLOSURE OF OWNERSHIP INTERESTS

Pursuant to Chapter 2-154 of the Municipal Code of Chicago (the “Municipal Code”), all affiants shall provide the following information with their proposal. If the question is not applicable, answer with “NA.” If the answer is none, please answer “none.”

Proposer is a:	[X] Corporation	[  ] Sole Proprietor
(Check One)	[  ] Partnership	[  ] Not-for-Profit-Corporation
	[  ] Joint Venture	[  ] Other

SECTION 1. FOR PROFIT CORPORATIONS

a.	Incorporated in the State of Illinois
b.	Authorized to do business in the State of Illinois YES [ X ]  NO [    ]
c.	Names of all officers of corporation (or Attach List):   Names of all directors of corporation (or Attach List):

Name (Print or Type)	Title (Print or Type)	Name (Print or Type)	Name (Print or Type)
SEE ATTACHED DISCLOSURE OF OWNERSHIP INTEREST

d. If the corporation has fewer than 100 shareholders indicate here or attach a list of names and addresses of all shareholders and the percentage interest of each.

Name (Print or Type)	Address	Ownership Interest
			%
			%
			%

e.	Is the corporation owned partially or completely by one or more other Corporations: YES [ X ] NO [    ]
	If “yes,” provide the above information, as applicable, for each of said corporations. SEE ATTACHED DISCLOSURE OF OWNERSHIP INTEREST OF UNICOM CORPORATION and UNICOM ENTERPRISES, INC.
f.	If the corporation has 100 or more shareholders, indicate here or attach a list of names and addresses of all shareholders owning shares equal to or in excess of 7.5% of the proportionate ownership of the corporation and indicate the percentage interest of each.

Name (Print or Type)	Address	Ownership Interest
			%
			%
			%

NOTE: Generally, with corporations having 100 or more shareholders where no shareholder owns 7.5% of the shares, the requirements of this Section 1 would be satisfied by the bidder/proposer enclosing, with his bid/proposal, a copy of the corporation’s latest published annual report and/or Form 10-K if the information is contained therein.

SECTION 2. PARTNERSHIPS

NA

If the affiant is a partnership, indicate the name of each partner and the percentage of interest of each therein:

Names of Partners (Print or Type)	Percentage Interest
		%
		%
		%

SECTION 3. SOLE PROPRIETORSHIPS

NA

a.	The affiant is a sole proprietor and is not acting in any representative capacity in behalf of any beneficiary: YES [ ] NO [ ] If NO, complete items b. and c. of this Section 3.
b.	If the sole proprietorship is held by an agent(s) or a nominee(s), indicate the principal(s) for whom the agent or nominee hold such interest.

Name(s) of Principal(s) (Print or Type)

c. If the interest of a spouse or any other party is constructively controlled by another person or legal entity state the name and address of such person or entity possessing such control and the relationship under which such control is being or may he exercised:

SECTION 4. LAND TRUSTS, BUSINESS TRUST, ESTATES & OTHER ENTITIES  NA

If the affiant is a land trust, business trust, estate or other similar commercial or legal entity, identify any representative, person or entity holding legal title as well as each beneficiary in whose behalf title is held including the name, address and percentage of interest of each beneficiary.

SECTION 5. NOT-FOR-PROFIT CORPORATIONS

NA

a.	incorporated in the State of
b.	Authorized to do business in the State of Illinois YES [ ]  NO [ )
c.	Names of all officers of corporation (or Attach List): Names of all directors of corporation (or Attach List):

Name (Print or Type) Title (Print or Type) Name (Print or Type) Name (Print or Type)

NOTE: Pursuant to Chapter 2-154, Section 2-154-030 of the Municipal Code, the Corporation Counsel may require any such additional information from any entity to achieve full disclosure relevant to the proposal. Further, pursuant to Chapter 2-154, Section 2-154-020 of the Municipal Code, any material Change in the information required above must be provided by supplementing this statement at any time up to the time the City Council of the City (the “City Council”) takes action on the proposal.

II. GRANTEE CERTIFICATION

A.

GRANTEE

1.

The Grantee, its Contractor or any subcontractor to be used in the performance of this agreement, or any affiliated entity1 of the Grantee’s Contractor or any such subcontractor, or any responsible official thereof, or any other official, agent or employee of the Grantee, its Contractor, any such subcontractor or any such affiliated entity1, acting pursuant to the direction or authorization of a responsible official thereof has not, during a period of 3 years prior to the date of execution of this certification:

a. Bribed or attempted to bribe, or been convicted of bribery or attempting to bribe a public officer or employee of the City of Chicago, the State of Illinois, any agency of the federal government or any state or local government in the United States (if an officer or employee, in that officer’s or employee’s official capacity); or

b.	Agreed or colluded, or been convicted of agreement of collusion among bidders or prospective bidders in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
c.	Made an admission of guilt of such conduct described in l(a) and (b) above which is matter of record but has not been prosecuted for such conduct.

2.	The Grantee, its Contractor or any agent, partner, employee or officer of the Grantee or its Contractor is not barred from contracting with any unit of state or local government as a result of engaging in or being convicted of bid-rigging3 in violation of Section 3 of Article 33E of the Illinois Criminal Code of 1961, as amended (720 ILCS 5/33E-3), or any similar offense of any state or the United States which contains the same elements as the offense of bid-rigging3 during a period of five years prior to the date of submittal of this bid, proposal or response2.
3.	The Grantee, its Contractor or any agent, partner, employee or officer of the Grantee or its Contractor is not barred from contacting with any unit of state or local government as a result of engaging in or being convicted of bid-rotating4 in violation of Section 4 of Article 33E of the Illinois Criminal Code of 1961, as amended (720 ILCS 5/33E-4), or any similar offense of any state or the United States which contains the same elements as the offense of bid-rotating4.
4.	The Grantee or its Contractor understands and will abide by all provisions of Chapter 2-56 of the Municipal Code entitled “Office of Inspector General” and all provisions of Chapter 2-156 of the Municipal Code entitled “Governmental Ethics.”
B.	CONTRACTOR AND SUBCONTRACTORS
1.	The Grantee has obtained from all Contractors and subcontractors to be used in the performance of this agreement, known by the Grantee at this time, certifications in form and substance equal to Section I of this Grantee’s Affidavit. Based on such certification(s) any other information known or obtained by the Grantee, the Grantee is not aware of any such Contractor, subcontractor, subcontractor’s affiliated entity1, or any agent partner, employee or officer of such Contractor, subcontractor or subcontractor’s affiliated entity1 having engaged in or been convicted of: (a) any of the conduct described in Section II.A.1(a) or (b) of this certification, (b) bid-rigging3, bid-rotating4, or any similar offense of any state or the United States which contain the same elements as bid-rigging and bid-rotating, or having made an admission of guilt of the conduct described in Section II.A.1 (a) or (b) which is a matter of record but has/have not been prosecuted for such conduct.
2.	The Grantee will, prior to using them as Contractors, subcontractors, obtain from all subcontractors to be used in the performance of this contract, but not yet known by the Grantee at this time, certifications in form and substance equal to this certification. The Grantee shall not, without the prior written permission of the City, use any of such Contractors, subcontractors in the performance of this contract if the Grantee, based on such certifications or any other information known or obtained by Grantee, becomes aware of such Contractor, subcontractor, subcontractor’s affiliated entity1 having engaged in or been convicted of: (a) and of the conduct described in Section II.A.1 (a) or (b) of this certification; or (b) of bid-rigging3, bid-rotating4 or any similar offense of any state or the United States which contains the same elements as bid-rigging or bid-rotating or

	having made an admission of guilt of the conduct described in Section II.A.1(a) or (b) which is a matter of record but has/have not been prosecuted for such conduct.
3.	The Grantee will maintain on file for the duration of the contract all certifications required by Section II.B (1) and (2) above, for all Contractors or subcontractors to be used in the performance of this contract and will make such certifications promptly available to the City of Chicago upon request.
4.	The Grantee will not, without the prior written consent of the City, use as Contractors or subcontractors any individual, firm, partnership, corporation, joint venture or other entity from whom the Grantee is unable to obtain a certifications promptly available to the City upon request.
5.	Grantee hereby agrees, if the City so demands, to terminate its contract or subcontract with any subcontractor, if such Contractor or subcontractor was ineligible at the time that the subcontract was entered into for award of such subcontract under Ch. 2-92, Section 2-92-320 of the Municipal Code, or if applicable, under Section 33-E of Article 33 of the State of Illinois Criminal Code of 1961, as amended. Grantee shall insert adequate provisions in all Contracts or subcontracts to allow it to terminate such contracts ar required by this certification.
C.	STATE TAX DELINQUENCIES

In completing this Section II C, authorized signatory of the Grantee who executes this Affidavit on behalf of the Grantee MUST SIGN on the line next to the appropriate subsection.

1.	Grantee is not delinquent in the payment of any tax administered by the Illinois Department of Revenue or, if delinquent, Grantee is contesting, in accordance with the procedures established by the appropriate Revenue Act, its liability for the tax or amount of the tax.
2.	Grantee has entered into an agreement with the Illinois Department of Revenue for the payment of all such taxes that are due and is in compliance with such agreement.
3.	Grantee is delinquent in the payment of any tax administered by the Department of Revenue and is not covered under any of the situations described in subsections 1 and 2 of this Section II C, above.
D.	CERTIFICATION REGARDING SUSPENSION AND DISBARMENT

1. The Grantee certifies to the best of its knowledge and belief, that it and its principals:

a.	Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal, state or local department or agency:
b.	Have not within a three-year period preceding this proposal been convicted of or had a civil judgement rendered against them for: The

	commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal. State. Local) transaction or contract under a public transaction: a violation of Federal or State antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property.
c.	Are not presently indicated for or otherwise criminally or civily charged by governmental entity (Federal State or Local) with commission of any of the offense enumerated in paragraph (D)(1)(b) above; and
d.	Have not within a three-year period preceding this agreement had one or more public transactions (Federal, State or Local) terminated for cause or default.

2.

If the Grantee is unable to certify to any of the statements in this Certification, Grantee shall attach an explanation to this Certification.

3.

If any Contractors or subcontractors are to be used in the performance of this Agreement, Grantee shall cause such Contractors or subcontractors to certify as to paragraph (D)(1) of this Certification. In the event that any Contractor or subcontractor is unable to certify to any of the statements in this Certification, such Contractor or subcontractor shall attach an explanation to this Certification

E.	ANTI-COLLUSION
	The Grantee, its agent, officers or employees have not directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive bidding in connection with this proposal. Failure to submit this statement as part of the bid proposal will make the bid nonresponsive and not eligible for award consideration.
F.	PUNISHMENT
	A Grantee who makes a false statement, material to Section II(A)(2) of this certification commits a class 3 felony. 720 ILCS 5/33E — l l(b). Making a false statement concerning Section II of this certification is a Class A misdemeanor, voids the contract and allows the municipality to recover all amounts paid to the contractor under the contract in a civil action. 65 ILCS 5/l1 - 42.1 - 1.

III.

CERTIFICATION OF ENVIRONMENTAL COMPLIANCE

A.

Neither the Grantee nor any affiliated entity1 of the Grantee has, during a period of five (5) years prior to the date of execution of this Affidavit, (1) violated or engaged in any conduct with violated Sections 7-28—440 or 11-4-1500 or Article XIV of Chapter 11-4 or Chapters 7-28 or 11-4 of the Municipal Code or any other Environmental Restriction6, (2) received notice of any claim, demand or action, including but not limited to citations and warrants, from the City of Chicago, the State of Illinois, the Federal government, any state or political subdivision thereof, or any agency, court or body of the Federal government or any state or political subdivision thereof, exercising executive, legislative, judicial, regulatory, or administrative functions, relating to a violation or alleged violation of Sections 7-28-44 or 11-4-1500 or Article XIV of Chapter 11-

4 or Chapters 7-28 or 11-4 of the Municipal Code or any other Environmental Restriction, or (3) been subject to any fine or penalty of any nature for failure to comply with Section 7-28-440 or 11-4-1500 or Article XIV of Chapter 11-4 or Chapters 7-28 or 11-4 of the Municipal Code or any other Environmental Restriction⁶.

Authorized signatory of the Grantee who executes this Affidavit on behalf of the Grantee MUST SIGN on the line next to the appropriate statement 1 or 2 below.

1.	Grantee makes the certification contained in Paragraph A of this Section III.
2.	Grantee makes the certification contained in Paragraph A of this Section III except as to the matters specifically identified below:
	(Attach Additional Pages of Explanation to this Grantee’s Affidavit, if necessary).
B.	Without the written consent of the Director of Revenue (i) Grantee will not employ any Contractor or subcontractor in connection with the Agreement to which this Affidavit pertains without obtaining from such Contractor or subcontractor a certification similar in form and substance to the certification contained in Subparagraph 1 of Paragraph A of this Section III Prior to such Contractor or subcontractor’s performance of any work or services under the Agreement to which this Affidavit pertains or furnishing any goods, supplies or materials of any kind under the Agreement to which this Affidavit pertains and (ii) employ, in connection with the Agreement to which this Affidavit pertains. any Contractor or subcontractor if the Grantee or any of its officers have knowledge that the Contractor or subcontractor can not truthfully execute such certification. The Grantee will furnish to the City upon its request an executed copy of each such certification;
C.	Until Completion of the Grantee’s performance under the Agreement to which this Affidavit pertains, the Grantee will not violate any provision of Section 7-28-440 or 11-4-1500 or Article XIV of Chapter 11-4 or Chapter 7-28 or 11-4 of the Municipal Code or any other Environmental Restriction6, whether in the performance of such Contract or otherwise.
IV.	CERTIFICATION OF COURT-ORDERED CHILD SUPPORT COMPLIANCE NA
	For purposes of this Section IV., “SUBSTANTIAL OWNER” means any person who owns or holds a ten percent (10%) or more percentage of interest in the Grantee; where the Grantee is an individual or sole proprietorship, substantial owner means that individual or sole proprietor. Percentage of interest includes direct, indirect and beneficial interests in the Grantee. Indirect or beneficial interest means that an interest in the Grantee is held by a corporation, joint venture, trust, partnership, association, estate or other legal entity, in which the individual holds an interest, or by agent(s) or nominee(s) on behalf of an individual or entity has a fifty percent or more percentage of interest in Corporation B, then such individual or entity indirectly has a ten percent or more percentage of interest in the Grantee. In this case, the response to this Section V must cover such individuals or                Corporation B is held by another entity, then this analysis similarly must be applied to that next entity.

If Grantee’s response in this Section V. is #1 or #2, then all of Grantee’s Substantial Owners must remain compliance with any such child support obligations (1) throughout the term of the contract and any extension thereof or (2) until the performance of the contract is completed, as applicable. Failure of Grantee’s Substantial Owners to remain in compliance with their child support obligations in the manner set forth in either #1 or #2 constitutes an event of default.

In completing this Section V., the authorized signatory must sign on the line next to the appropriate subsection.

1.	No Substantial Owner has been declared in arrearage on his or her child support obligations, by an Illinois court of competent jurisdiction.
2.	An Illinois court of competent jurisdiction has issued and order declaring one or more Substantial Owners in arrearage on their child support obligations, however, all such Substantial Owners have entered into court-approved agreements for the payment of all such child support owed, and all such Substantial Owners are in compliance with such agreements.
3.	An Illinois court of competent jurisdiction has issued an order declaring one or more Substantial Owners in arrearage on their child support obligations and: (1) at least one such Substantial Owner has not entered into a court-approved agreement for the payment of all such child support owed, or (2) at least one such Substantial Owner is not in compliance with a court-approved agreement for the payment of all such child support owed, or both (1) and (2).
4.	There are no Substantial Owners.

V.	INCORPORATION INTO CONTRACT AND COMPLIANCE
	The above certifications shall become part of any privilege awarded to the Grantee set forth in page 1 of this Grantee’s Affidavit and are a material inducement to the City’s passage of the ordinance to which this Grantee’s Affidavit is being executed and delivered on behalf of the Grantee. Further, Grantee shall comply with these certifications during the term of performance of the Agreement.

Notes 1-6 Grantee’s Affidavit

1.	Business entities are affiliated if, directly or indirectly, one controls or has the power to control the other or if third person controls or has the power to control both entities. Indicia of control include without limitation: interlocking management or ownership identity of interests among family members; shares, facilities and equipment; common use of employees; or organization of another business entity using substantially the same management, ownership or principals as the first entity.
2.	No Grantee shall be barred from contracting with any unit of State or local government as a result of a conviction, under either Section 33E-3 or Section 33E-4 of Article 33 of the State of Illinois Criminal Code of 1961, as amended, of any employee or agent of such corporation if the employee so convicted is no longer employed by the corporation and: (1) it has been finally adjudicated not guilty or (2) if it demonstrates to the governmental entity with which it seeks to contract and that entity finds that the commission of the offense was neither authorized, requested, commanded, nor performed by a director, officer or a high managerial agent in behalf of the corporation as provided in paragraph (2) of subsection (a) of Section 5-4 of the State of Illinois Criminal Code.
3.	For purposes of Section IIA of this certification, a person commits the offense of and engages in bid-rigging when he knowingly agrees with any person who is, or but for such agreement should be, a competitor of such person concerning any bid submitted or not submitted by such person or another to a unit of State or local government when with the intent that the bid submitted or not submitted will result in the award of a contract or such person or another and he either (1) provides such person or receives from another information concerning the price or other material term or terms of the bid which would otherwise not be disclosed to a competitor in an independent noncollusive submission of bids or (2) submits a bid that is of such a aprice or other material term or terms that he does not intend the bid to be accepted. See 720 ILCS 5/33E-3.
4.	For purposes of Section IIA of this certification, a person commits the offense of and engages in bid rotating when, pursuant to any collusive scheme or agreement with another, he engages in a pattern over time (which, for the purposes hereof, shall include at least 3 contract bids within a period of ten years, the most recent of which occurs after January 1, 1989) of submitting sealed bids to units of State or local government with the intent that the award of such bid rotates, or is distributed among, persons or business entities which submit bids on a substantial number of the same contracts. See 720 ILCS 5/33E-4.
5.	5ILCS 5/11 - 42.1-1 provides that a municipality may not enter into an agreement with an individual or other entity that is delinquent in the payment of any tax administered by the Illinois Department of Revenue unless the contracting party is contesting, in accordance with the procedures established by the appropriate Revenue Act its liability for the tax or the amount of the tax or unless the contracting party has entered into an agreement to pay the tax and is in compliance with the agreement.
6.	“Environmental Restriction” means any statute, ordinance, rule, regulation, permit, permit condition, order or directive relating to or imposing liability or standards of conduct concerning the release or threatened release of hazardous materials, special wastes or other contaminants into the environment and to the generation, use storage, transportation, or disposal of construction debris, bulk waste, refuse, garbage, solid waste, hazardous materials, special wastes or other contaminants, including but not limited to (1) the Comprehensive Environmental Response and Compensation and Liability Act (42 U.S.C § 7401 et seq.); (4) the Clean Water Act (33 U.S.C.

	§1251 et seq.); (5) the Clean Air Act (42 U.S.C.§ 7401 et seq.), (6) the Toxic Substances Control Act of 1976 (15 U.S.C. § 2601 et seq.); (7) the Safe Drinking Water Act (42 U.S.C. § 300f); (8) the Occupational Health and Safety Act of 1970 (29 U.S.C. §651 et seq.); (9) the Emergency Planning and Community Right to Know Act (42 U.S.C. § 11001 et seq.); and (10) the Illinois Environmental Protection Act (415 ILCS 5/1 through 5/56.6).
VI. VERIFICATION
	Under penalty of perjury, I certify that I am authorized to execute this Grantee’s Affidavit on behalf of the Grantee set forth on page 1, that I have personal knowledge of all the certifications made herein and that the same are true.

/s/ Donald A. Petkus

Signature of Authorized Officer

Donald A. Petkus

Name of Authorized Officer (Print or Type)

President & CEO

Title

(312) 634-3200

Telephone Number

State of Illinois

County of Cook

Signed and sworn to before me this

17nd day of January 19 97

/s/ Mamie Takagi	[OFFICIAL SEAL of MAMIE TAKAGI,
	Notary Public, State of Illinois]
Notary Public

Document No. 0 97 - 217

[STAMP:
PASSED by the City Council of the City of
Chicago and deposited in the office of the
City Clerk of said City.
Feb __ 1997
/s/ City Clerk City of Chicago]

APPROVED:	APPROVED:
/s/ Susan S. Sher	/s/ Richard M. Daley
CORPORATION COUNSEL	Mayor
	19

STATE OF ILLINOIS	}	ss.
County of Cook.

     I, JAMES J. LASKI, City Clerk of the City of Chicago in the County of Cook and State of Illinois, DO HEREBY CERTIFY that the annexed and foregoing is a true and correct copy of that certain ordinance how on file in my office concerning authorization for execution of eighth amendment to District Cooling System Use Agreement with Unicom Thermal Technologies, Inc. (formerly Northwind, Inc.).

     I DO FURTHER CERTIFY that the said ordinance was passed by the City Council of the said City of Chicago on the seventh (7th) day of February, A.D. 1997 and deposited in my office on the seventh (7th) day of February, A.D. 1997.

     I DO FURTHER CERTIFY that the vote on the question of the passage of the said ordinance by the said City Council was taken by yeas and nays and recorded in the Journal of the Proceedings of the said City Council, and that the result of said vote so taken was as follows, to wit: Yeas 48, Nays None.

     I DO FURTHER CERTIFY that the said ordinance was delivered to the Mayor of the said City of Chicago after the passage thereof by the said City Council, without day, by the City Clerk of the said City of Chicago, and that the said Mayor did approve and sign the said ordinance on the seventh (7^th) day of February, A.D. 1997

     I DO FURTHER CERTIFY that the original, of which the foregoing is a true copy, is entrusted to my care for safe keeping, and that I am the lawful keeper of the same.

          [L.S.] IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the City of Chicago aforesaid, at the said City, in the County and State aforesaid, this eleventh (11th) day of February  , A.D. 1997

/s/ James J. Laski

JAMES J. LASKI, City Clerk

[Letterhead of Daley and George, Ltd.]

October 3, 1997

Mr. Donald A. Petkus, President
Unicom Thermal Technologies
30 West Monroe Street
Suite 500
Chicago, Illinois 60603

     In re: District Cooling System Use Agreement

Dear Don:

     I am enclosing herewith the original fully executed Ninth Amendment to District Cooling System Use Agreement. This is an important document and should be retained in your permanent records.

     I have also enclosed five (5) execution copies of the Tenth Amendment. I have been informed that the Tenth Amendment is under final review by various City departments and some minor changes may be required. I would appreciate your cooperation in reviewing the Tenth Amendment and if the document is satisfactory in returning the executed documents to my office.

     Please feel free to contact me if you have any questions or comments.

Sincerely,

John J. George

JJG:tc
Enclosure

     This Ninth Amendment to District Cooling System Use Agreement (the “Ninth Amendment”), dated as of August 1, 1997 (the “Effective Date”) by and between the City of Chicago, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and Unicom Thermal Technologies, Inc., an Illinois corporation, (the “Grantee”) and a wholly owned subsidiary of Unicom Enterprise which is 100% owned by Unicom Corporation.

WITNESSETH:

     WHEREAS, the City and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994, as amended (the “Current Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current Distribution Facilities” (as such term is defined in the Current Agreement) for the Grantee’s System; and

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the Current Distribution Facilities; and

     WHEREAS, Grantee desires to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtances to be used exclusively in the provision of District Cooling Services to be located (i) in the City’s public ways in the Dearborn Street/Madison Street intersection, (ii) in the City’s public ways in a portion of Madison Street from Dearborn Street to the alley next west of and parallel to State Street and in said alley for a distance of approximately 40 feet south of Madison Street, and (iii) in City property under a City parking garage (“Parking Garage”) situated at the northwest corner of Carroll Avenue and Dearborn Street (collectively the “Additional Distribution Facilities”), and

1

\

     WHEREAS, Grantee desires to amend Exhibits 1 and 2 to the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Amended Exhibits 1, 2 and 3 attached to this Ninth Amendment (the “Amended Exhibits”); and

     WHEREAS, the City Council of the City on July 30, 1997 approved execution of a Ninth Amendment to the Current Agreement in substantially the form of this Ninth Amendment, including the Amended Exhibits (the “Ordinance”); and

     WHEREAS, the parties also wish to amend the current Agreement to modify certain provisions regarding installation of facilities; and

     WHEREAS, the City and the Grantee now desire to amend the Current Agreement on the terms and conditions set forth below;

     NOW, THEREFORE,

     It is agreed by the parties hereto as follows:

     Section 1. The above recitals are expressly incorporated herein and made a part of this Ninth Amendment by reference as though fully set forth herein.

     Section 2. As of the Effective Date of this Ninth Amendment, the Current Exhibits are deemed superseded and replaced by the Amended Exhibits. It is further requested and confirmed by Grantee that the Additional Distribution Facilities shall be sized for and used solely for the provision of District Cooling Services.

     Section 3. Grantee is hereby authorized to construct and install portions of its Additional Distribution System under portions of a City-owned parking garage located at the northwest corner of Carroll Avenue and Dearborn Street, as shown on Exhibit 3 to this Amendment, as deemed necessary or appropriate, to operate and maintain the Additional Distribution Facilities

2

therein and thereunder (“Access Facilities”), subject, however to obtaining and acting pursuant to any and all City permits and restrictions set forth herein required in connection therewith, provided that in the event the City shall determine at any time that the construction, installation or use of all or a portion of the Access Facilities in or under the parking garage provides a hazard to the City, its employees or members of the public, such use shall either not be approved or be discontinued immediately. For purposes of this Agreement, all applicable provisions of the Current Agreement relating to the Public Ways shall be applied to the Parking Garage and the Access Facilities and applicable provisions of Sections 1 and 9.2(A) through (D) applicable to the LaSalle Street Trolley Tunnels pursuant to that certain LaSalle Street Trolley Tunnel Construction and Maintenance Agreement, dated April 10, 1996 between the City and Grantee shall be applicable to the Access Facilities. This section is supplemental to the provisions of Chapter 10-29 of the Municipal Code of Chicago (the “Code”). To the extent such requirements are not included herein, Grantee shall also meet applicable requirements of the Code and of Chapter 10-29 et seq.

     Section 4. As of the Effective Date of this Agreement, a new Section 7.29 shall be added to the Current Agreement which shall read in its entirety as follows:

“Permits: Additional Provisions (A) Building permits shall be obtained as required by the building provisions of the Code. Where the Grantee will make opening/s into the existing building’s structural components and/or bore through the soils under or adjacent to the existing building foundation/s to install service lines to provide cooling to the buildings, the Grantee (as part of the building permit) shall submit complete design documents detailing all shoring/underpinning, to the Building Department for review, approval and

3

permitting. The Grantee’s design, construction and restoration methods shall not cause any water leakage into the building or undermining and/or subsidendence of the building foundation/s and/or its components. If the Grantee’s design, construction and/or restoration methods result in the undermining, subsidence and/or structural deficiency of the building foundation and/or its structural elements, the Grantee shall be responsible for restoration of all buildings affected components to their original condition. Approval of the submitted documents and/or issuance of the building permit does not absolve the Grantee and its engineers and Contractors from their respective responsibilities from protecting, repairing and/or replacing all affected building elements.”

(B) Grantee shall not exceed the terms of the Agreement and any issued permits and public way work licenses. Any violation of the Ordinance, this Agreement or any issued permits or licenses shall be grounds for immediate termination of this Agreement and any related permits and licenses. Any use by Grantee of the Parking Garage, including but not limited to, location of Access Facilities under portions of the Parking Garage, shall require such permits, public way licences and other requirements as may be required by the City’s Department of Transportation, Bureau of Bridges and Transit.

     The provisions contained in this Agreement arc supplemental to and not in substitution of applicable provisions of the Code (including Chapters 10-21 et seq. and 10-29) and attendant regulations.

     Section 5. As of the Effective Date of this Ninth Amendment, the following sentence shall be added to the end of Section 7.7 of the Current Agreement:

4

“All drawings, plans and specifications related to location of Grantee’s Distribution System shall be submitted to and approved by the Board of Underground and no changes or substitutions may be made to such drawing, plans and specifications or to the actual facilities described in such drawings without the prior written approval of the Board of Underground.”

     Section 6. As of the Effective Date of this Ninth Amendment, the sentences set forth below shall be added to the end of Section 7.2.3. It is further understood and agreed to by the Grantee that such following sentences is a clarification of the existing language of the Current Agreement :

“No vault or other permanent facilities or structures may be located in the Public Ways or City property unless approved in advance in writing by permit by the Department of Transportation pursuant to proper submission of complete drawings and specifications. Grantee may not add or relocate any such facilities or structures in the Public Ways or City property unless such changes have been approved in advance by permit by the Department of Transportation pursuant to the proper submission of complete drawings and specifications.”

     Section 7. As of the Effective Date of the Ninth Amendment the existing provisions of Section 8.1 of the Current Agreement shall be labeled as subparagraph (A) and new subparagraphs (B) and (C) shall be added to read as follows:

   “(B) The City acting through its Commissioner of Transportation, in the interest of public safety, may require in writing that City inspectors be present at any or all installation, construction and maintenance of Grantee’s Distribution System. In such event, Grantee shall reimburse the City’s Department of

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Transportation for the costs of City inspectors at their current overtime and holiday salary rates related to any work performed by Grantee except during the hours of Monday through Friday, 8:00 a.m. to 4:00 p.m. (exclusive of City holidays when such costs shall also be paid). Such reimbursed cost shall be paid such costs shall also be paid). Such reimbursed cost shall be paid within 30 days of an invoice from the City’s Department of Transportation to Grantee. Grantee shall also reimburse the City for any costs not routinely incurred and recovered within a reasonable time by the City from Grantee’s insurance which the City may incur in connections with Grantee’s activities undertaken pursuant to the Current Agreement, as amended.

   (C) Grantee acknowledges and agrees that it and its Contractors and subcontractors shall abide by all instructions given by City inspectors pursuant to this Section 8.1 (including, if so instructed, cessation of work). Failure to comply with the instruction of a City inspector is a basis for termination of this Agreement.”

     Section 8. In consideration for use of portions of City property under the Parking Garage shown on Exhibit 3 to this Amendment, Grantee agrees to pay and shall pay the City the annual fee of $10,000 payable in advance to the City prior to the issuance of any permit related to use of the Parking Garage and installation of the Access Facilities and payable thereafter on the anniversary date of the passage of the ordinance authorizing this Ninth Amendment. Failure to pay this fee within 30 days of the date of its due date shall constitute a default under the Current Agreement and be grounds for termination of the Current Agreement. It is also agreed by the parties that Gross Billings under the Current Agreement shall include Gross Billings derived

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from customers serviced by Grantee’s Distribution Facilities located in or under the Parking Garage.

     Section 9. Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is employed by Grantee or has a personal financial or economic interest directly or indirectly in this amendment or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to the Code (Chapter 2-156). No payment, gratuity or offer of employment shall be made in connection with this Ninth Amendment by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of said Chapter 2-156 shall be voidable as to the City.

     Section 10. Neither Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33E-1l (1994 State Bar Edition) and under the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition.

     Section 11. It shall be the duty of Grantee, all contractors, all consultants, and all officers, directors, agents, partners, and employees of Grantee to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Code. Grantee shall inform all its contractors of the provision and require understanding and compliance herewith.

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     Section 12. Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois. Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.

     Section 13. If Grantee conducts any business operations in Northern Ireland, it is hereby required that Grantee make all reasonable and good faith efforts to conduct any such business operations in Northern Ireland in accordance with the MacBride Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 Ill. Laws 3220).

     Section 14. Except as expressly modified in this Ninth Amendment, all other terms, covenants and conditions in the Current Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof. Except as set forth in this Ninth Amendment, all defined terms in the Agreement are used in this Ninth Amendment with the same meaning that such terms have in the Current Agreement.

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     IN WITNESS WHEREOF, the City has caused this Ninth Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written.

(SEAL)

	CITY OF CHICAGO
/s/ James J. Laski	By:	/s/ [ILLEGIBLE]
City Clerk		TITLE: Commissioner of the Department of Environment
	By:	/s/ [ILLEGIBLE]
		TITLE: Director of the Department of Revenue
	By:	/s/ [ILLEGIBLE]
		TITLE: Commissioner of the Department of Transportation
Reviewed as to form and legality:
/s/ [ILLEGIBLE]
Assistant Corporation Counsel
ATTEST:	UNICOM THERMAL TECHNOLOGIES, INC.
/s/ Carol Sherman	By:	/s/ [ILLEGIBLE]
Assistant Secretary		TITLE: President

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EXHIBIT 1

     The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the approved plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact locations of Grantee’s Distribution Facilities.

Production Plant #1:	Northeast corner of South State Street and East Adams Street
Distribution Piping:	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Madison Street including the portions of the Dearborn Street/Madison Street intersection. In Adams Street from LaSalle Street to Michigan Avenue. In Madison Street from Dearborn Street to the north/south public alley which lies 120 feet west of the west right-of-way line of State Street and in said alley from Madison Street to approximately 40 feet south of Madison Street. In City property at the northwest corner of Carroll Avenue and Dearborn Street.
Production Plant #2:	Northwest corner of South Franklin Street and West Congress Parkway
Distribution Piping:	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street to Jackson Boulevard. Within Franklin Street from Randolph Street to approximately 300 feet south of the south line of West Madison Street. In Jackson Boulevard, from Franklin Street to Dearborn Street. In LaSalle Street, from approximately 75 feet north of Lake Street to Van Buren Street. In Washington Boulevard, from LaSalle Street to approximately 300 feet west of Franklin Street. In Madison Street, from LaSalle Street to Clark Street. In Monroe Street, from LaSalle Street to Clark Street.
	In LaSalle Street Trolley Tunnel, from Lake Street to approximately 50 feet north of West Carroll Avenue. In West Carroll Avenue, from the westerly right of way line of Wells Street to Clark Street, and in addition, the Clark Street/Carroll Avenue and Dearborn Street/Carroll Avenue intersections. In LaSalle Street from West Carroll Avenue to approximately 50

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	feet north of West Carroll Avenue. Across and under Kinzie Street from the Merchandise Mart to the building commonly known as 400 N. Franklin Street for piping with a maximum trench-width of six (6) feet to be located west of the Franklin Street/Kinzie Street intersection and east of the Orleans Street/Kinzie Street intersection. Across and under Orleans Street from the Merchandise Mart to the Apparel Center for piping with a maximum trench-width of six (6) feet to be located south of the Kinzie Street/Orleans Street intersection and north of the Chicago River.
Production Plant #3:	Northeast corner of Randolph and Columbus Drive (located in the Blue Cross / Blue Shield Building)
Distribution Piping:	In Columbus Drive, from Randolph Street to South Water Street. In South Water Street, from Columbus Drive to Garland Court, from South Water Street to Lake Street. In Lake Street, from Garland Court to LaSalle Street.

     This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend the locations of the Distribution Facilities based on changes in construction conditions. All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

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Exhibit 2

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Exhibit 3

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[Letterhead of Daley and George, Ltd.]

August 6, 1997

BY MESSENGER
Mr. Donald A. Petkus, President
Unicom Thermal Technologies
30 West Monroe Street
Suite 500
Chicago, Illinois 60603

     In re: Ninth Amendment

Dear Don:

     Enclosed please find a certified copy of the Ninth Amendment passed by the City Council on July 30, 1997.

     Continued Best Wishes.

Sincerely,

John J. George

JJG:tc
Enclosure

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ORDINANCE

     WHEREAS, on the 14th day of September, 1994, the City Council (the “City Council”) of the City of Chicago, Illinois (the “City”) adopted an Ordinance authorizing the City to enter into a “District Cooling System Use Agreement” (the “Original Agreement”) with Unicom Thermal Technologies, Inc. (formerly Northwind, Inc., and referred to herein as “Grantee”), which grants to Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, the City and Grantee entered into the Original Agreement as of October 1, 1994; and

     WHEREAS, on the 17th day of May, 1995, the City Council adopted an ordinance authorizing the City to enter into a “First Amendment to District Cooling System Use Agreement” (the “First Amendment”); and

     WHEREAS, the First Amendment is dated as of June 1, 1995; and

     WHEREAS, on the 13th day of July, 1995, the City Council adopted an ordinance authorizing the City to enter into a “Second Amendment to District Cooling System Use Agreement” (the “Second Amendment”); and

     WHEREAS, the Second Amendment is dated as of July 15, 1995; and

     WHEREAS, on the 10th day of January, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Third Amendment to District Cooling System Use Agreement” (the “Third Amendment”); and

     WHEREAS, the Third Amendment is dated as of February 1, 1996; and

     WHEREAS, on the 6th day of March, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Fourth Amendment to District Cooling System Use Agreement” (the “Fourth Amendment”); and

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     WHEREAS, the Fourth Amendment is dated as of April 1, 1996; and

     WHEREAS, on the 16th day of April, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Fifth Amendment to District Cooling System Use Agreement” (the “Fifth Amendment”); and

     WHEREAS, the Fifth Amendment is dated as of October 1, 1996, and

     WHEREAS, on the 30th day of October, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Sixth Amendment to District Cooling System Use Agreement (the “Sixth Amendment”); and

     WHEREAS, the Sixth Amendment is dated as of November 7, 1996; and

     WHEREAS, on the 11th day of December, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Seventh Amendment to District Cooling System Use Agreement” (the “Seventh Amendment”); and

     WHEREAS, the Seventh Amendment is dated as of January 15, 1997; and

     WHEREAS, on the 7th day of February, 1997, the City Council adopted an ordinance authorizing the City to enter into an “Eighth Amendment to District Cooling System Use Agreement” (the “Eighth Amendment”) (and collectively with the Original Agreement and all prior Amendments described above, the “Current Agreement”); and

     WHEREAS, the Eighth Amendment is dated as of May 1, 1997; and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and

     WHEREAS, Grantee desires to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances in the City’s public ways to be used exclusively in the provision of District Cooling Services (as that term is defined in the

2

Current Agreement) and to be located (i) in the City’s public ways in the Dearborn Street/ Madison Street intersection (ii) in the City’s public ways in a portion of Madison Street, from Dearborn Street to the alley next west of and parallel to State Street for a distance of approximately 40 feet south of Madison Street and (iii) in City property under a City owned parking garage situated at the northwest corner of Carroll Avenue and Dearborn Street; (collectively the “Additional Distribution Facilities”); and

     WHEREAS, Grantee desires to amend Exhibits 1 and 2 of the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Amended Exhibits 1 and 2 attached to this Ninth Amendment (the “Amended Exhibits”); now, therefore,

     BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:

     SECTION 1: The above recitals are expressly incorporated herein and made a part of this ordinance by reference as though fully set forth herein.

     SECTION 2: Subject to the approval of the Corporation Counsel, the Commissioner of the Department of the Environment, the Commissioner of the Department of Transportation, and the Director of the Department of Revenue are hereby authorized to enter into and execute on behalf of the City, a Ninth Amendment to the District Cooling System Use Agreement (the “Ninth Amendment”) substantially in the form attached hereto as Exhibit A, subject to such changes as shall be approved by the officials executing the same, their execution constituting conclusive evidence of their approval and this City Council’s approval of any such changes or revisions therein from the form of the Ninth Amendment attached hereto (including, but not limited to reduction or elimination of specific routes herein authorized in the interest of public safety); provided, however, that no such change or revision may extend the Additional

3

Distribution Facilities or reduce general compensation paid to the City contrary to the provisions of the Current Agreement as modified by the Ninth Amendment in the form attached hereto without further action of this City Council. Such officials may also negotiate in the Ninth Amendment such additional environmental terms and conditions as shall be deemed desirable by the Commissioner of the City’s Department of the Environment. In addition such officials may also negotiate in the Ninth Amendment such changes to the insurance terms and conditions set forth in Section 6 of the Current Agreement as shall be deemed desirable by the City’s Risk Manager and, together with other City departments, including the Department of General Services, may enter into such additional agreements regarding the use of City property to be used by the Additional Distribution Facilities as such officials may deem necessary.

     SECTION 3: This Ordinance shall be in full force and effect upon its passage and approval.

     SECTION 4: All ordinances and resolutions, or parts thereof, in conflict with this ordinance are, to the extent of such conflict, hereby repealed

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EXHIBIT A

This Ninth Amendment to District Cooling System Use Agreement (the “Ninth Amendment”), dated as of                , 1997 (the “Effective Date”) by and between the City of Chicago, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and Unicom Thermal Technologies, Inc., an Illinois corporation, (the “Grantee”) and a wholly owned subsidiary of Unicom Enterprise which is 100% owned by Unicom Corporation.

WITNESSETH:

     WHEREAS, the City and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994, as amended (the “Current Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current Distribution Facilities” (as such term is defined in the Current Agreement) for the Grantee’s System; and

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the Current Distribution Facilities; and

     WHEREAS, Grantee desires to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtances to be used exclusively in the provision of District Cooling Services to be located (i) in the City’s public ways in the Dearborn Street/Madison Street intersection, (ii) in the City’s public ways in a portion of Madison Street from Dearborn Street to the alley next west of and parallel to State Street and in said alley for a distance of approximately 40 feet south of Madison Street, and (iii) in City property under a City

1

parking garage (“Parking Garage”) situated at the northwest corner of Carroll Avenue and Dearborn Street (collectively the “Additional Distribution Facilities”); and

     WHEREAS, Grantee desires to amend Exhibits l and 2 to the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Amended Exhibits 1 and 2 and 3 attached to this Ninth Amendment (the “Amended Exhibits”); and

     WHEREAS, the City Council of the City on    , 1997 approved execution of a Ninth Amendment to the Current Agreement in substantially the form of this Ninth Amendment, including the Amended Exhibits (the “Ordinance”); and

     WHEREAS, the parties also wish to amend the current Agreement to modify certain provisions regarding installation of facilities; and

     WHEREAS, the City and the Grantee now desire to amend the Current Agreement on the terms and conditions set forth below;

     NOW, THEREFORE,

     It is agreed by the parties hereto as follows:

     Section 1. The above recitals are expressly incorporated herein and made a part of this Ninth Amendment by reference as though fully set forth herein.

     Section 2. As of the Effective Date of this Ninth Amendment, the Current Exhibits are deemed superseded and replaced by the Amended Exhibits. It is further requested and confirmed by Grantee that the Additional Distribution Facilities shall be sized for and used solely for the provision of District Cooling Services.

     Section 3. Grantee is hereby authorized to construct and install portions of its Additional Distribution System under portions of a City-owned parking garage located at the northwest

2

corner of Carroll Avenue and Dearborn Street, as shown on Exhibit 3 to this Amendment, as deemed necessary or appropriate, to operate and maintain the Additional Distribution Facilities therein and thereunder (“Access Facilities”), subject, however to obtaining and acting pursuant to any and all City permits and restrictions set forth herein required in connection therewith; provided that in the event the City shall determine at any time that the construction, installation or use of all or a portion of the Access Facilities in or under the parking garage provides a hazard to the City, its employees or members of the public, such use shall either not be approved or be discontinued immediately. For purposes of this Agreement, all applicable provisions of the Current Agreement relating to the Public Ways shall be applied to the Parking Garage and the Access Facilities and applicable provisions of Sections l and 9.2(A) through (D) applicable to the LaSalle Street Trolley Tunnels pursuant to that certain LaSalle Street Trolley Tunnel Construction and Maintenance Agreement, dated April 10, 1996 between the City and Grantee shall be applicable to the Access Facilities. This section is supplemental to the provisions of Chapter 10-29 of the Code. To the extent applicable requirements are not included herein, Grantee shall also meet such requirements of the Municipal Code of Chicago (the “Code”) and of Chapter 10-29 et seq.

     Section 4. As of the Effective Date of this Agreement, a new Section 7.29 shall be added to the Current Agreement which shall read in its entirety as follows:

“Permits: Additional Provisions (A) Building permits shall be obtained as required by the building provisions of the Code. Where the Grantee will make opening/s into the existing building’s structural components and/or bore through the soils under or adjacent to the existing building foundation/s to install service lines to provide cooling to the buildings, the Grantee (as part of the building

3

permit) shall submit complete design documents detailing all shoring/underpinning, to the Building Department for review, approval and permitting. The Grantee’s design, construction and restoration methods shall not cause any water leakage into the building or undermining and/or subsidendence of the building foundations and/or its components. If the Grantee’s design, construction and/or restoration methods result in the undermining, subsidence and/or structural deficiency of the building foundation and/or its structural elements, the Grantee shall be responsible for restoration of all buildings affected components to their original condition. Approval of the submitted documents and/or issuance of the building permit does not absolve the Grantee and its engineers and Contractors from their respective responsibilities from protecting, repairing and/or replacing all affected building elements.”

(B) Grantee shall not exceed the terms of the Agreement and any issued permits and public way work licenses. Any violation of the Ordinance, this Agreement or any issued permits or licenses shall be grounds for immediate termination of this Agreement and any related permits and licenses. Any use by Grantee of the Parking Garage, including but not limited to, location of Access Facilities under portions of the Parking Garage, shall require such permits, public way licences and other requirements as may be required by the City’s Department of Transportation, Bureau of Bridges and Transit.

     The provisions contained in this Agreement are supplemental to and not in substitution of applicable provisions of the Code (including Chapters 10-21 et seq. and 10-29) and attendant regulations.

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     Section 5. As of the Effective Date of this Ninth Amendment, the following sentence shall be added to the end of Section 7.7 of the Current Agreement:

“All drawings, plans and specifications related to location of Grantee’s Distribution System shall be submitted to and approved by the Board of Underground and no changes or substitutions may be made to such drawing, plans and specifications or to the actual facilities described in such drawings without the prior written approval of the Board of Underground.”

     Section 6. As of the Effective Date of this Ninth Amendment, the sentences set forth below shall be added to the end of Section 7.2.3. It is further understood and agreed to by the Grantee that such following sentences is a clarification of the existing language of the Current Agreement:

“No vault or other permanent facilities or structures may be located in the Public Ways or City property unless approved in advance in writing by permit by the Department of Transportation pursuant to proper submission of complete drawings and specifications. Grantee may not add or relocate any such facilities or structures in the Public Ways or City property unless such changes have been approved in advance by permit by the Department of Transportation pursuant to the proper submission of complete drawings and specifications.”

     Section 7. As of the Effective Date of the Ninth Amendment the existing provisions of Section 8.1 of the Current Agreement shall be labeled as subparagraph (A) and new subparagraphs (B) and (C) shall be added to read as follows:

   “(B) The City acting through its Commissioner of Transportation, in the interest of public safety, may require in writing that City inspectors be present at

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any or all installation, construction and maintenance of Grantee’s Distribution System. In such event, Grantee shall reimburse the City’s Department of Transportation for the costs of City inspectors at their current overtime and holiday salary rates related to any work performed by Grantee except during the hours of Monday through Friday, 8:00 a.m. to 4:30 p.m. (exclusive of City holidays when such costs shall also be paid). Such reimbursed cost shall be paid within 30 days of an invoice from the City’s Department of Transportation to Grantee. Grantee shall also reimburse the City for any costs not routinely incurred and recovered within a reasonable time by the City from Grantee’s insurance which the City may incur in connections with Grantee’s activities undertaken pursuant to the Current Agreement, as amended.

   (C) Grantee acknowledges and agrees that it and its Contractors and subcontractors shall abide by all instructions given by City inspectors pursuant to this Section 8.1 (including, if so instructed, cessation of work). Failure to comply with the instruction of a City inspector is a basis for termination of this Agreement.”

     Section 8. In consideration for use of portions of City property under the Parking Garage shown on Exhibit 3 to this Amendment, Grantee agrees to pay and shall pay the City the annual fee of $10,000 payable in advance to the City prior to the issuance of any permit related to use of the Parking Garage and installation of the Access Facilities and payable thereafter on the anniversary date of the passage of the ordinance authorizing this Ninth. Failure to pay this fee within 30 days of the date of its due date shall constitute a default under the Current Agreement and be grounds for termination of the Current Agreement. It is also agreed by the parties that

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Gross Billings under the Current Agreement shall include Gross Billings derived from customers serviced by Grantee’s Distribution Facilities located in or under the Parking Garage.

     Section 9. Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is employed by Grantee or has a personal financial or economic interest directly or indirectly in this Amendment or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to the Code (Chapter 2-156) (the “Code”). No payment, gratuity or offer of employment shall be made in connection with this Amendment by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of said Chapter 2-156 shall be voidable as to the City.

     Section 10. Neither Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33E-11 (1994 State Bar Edition) and under the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition.

     Section 11. It shall be the duty of Grantee, all contractors, all consultants, and all officers, directors, agents, partners, and employees of Grantee to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Code. Grantee shall inform all its contractors of the provision and require understanding and compliance herewith.

     Section 12. Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois.

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Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.

     Section 13. If Grantee conducts any business operations in Northern Ireland, it is hereby required that Grantee make all reasonable and good faith efforts to conduct any such business operations in Northern Ireland in accordance with the MacBride Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 Ill. Laws 3220).

     Section 14. Except as expressly modified in this Ninth Amendment, all other terms, covenants and conditions in the Current Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof. Except as set forth in this Ninth Amendment, all defined terms in the Agreement are used in the Ninth Amendment with the same meaning that such terms have in the Current Agreement.

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     IN WITNESS WHEREOF, the City has caused this Ninth Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written. (SEAL)

	CITY OF CHICAGO
	By:
City Clerk		TITLE: Commissioner of the Department of Environment
	By:
		TITLE: Director of the Department of Revenue
	By:
		TITLE: Commissioner of the Department of Transportation
Reviewed as to form and legality
Assistant Corporation Counsel
ATTEST:	UNICOM THERMAL TECHNOLOGIES, INC.
	By:
		TITLE: President

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EXHIBIT 1

     The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the approved plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact locations of Grantee’s Distribution Facilities.

Production Plant # 1:	Northeast corner of South State Street and East Adams Street
Distribution Piping:	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Madison Street including the portions of the Dearborn Street/Madison Street intersection. In Adams Street from LaSalle Street to Michigan Avenue. In Madison Street, from Dearborn Street to the north/south public alley which lies 120 feet west of the west right-of-way line of State Street and in said alley from Madison Street to approximately 40 feet south of Madison Street. In City property at the northwest corner of Carroll Avenue and Dearborn Street.
Production Plant #2:	Northwest corner of South Franklin Street and West Congress Parkway
Distribution Piping:	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street to Jackson Boulevard. Within Franklin Street from Randolph Street to approximately 300 feet south of the south line of West Madison Street. In Jackson Boulevard, from Franklin Street to Dearborn Street. In LaSalle Street, from approximately 75 feet north of Lake Street to Van Buren Street. In Washington Boulevard, from LaSalle Street to approximately 300 feet west of Franklin Street. In Madison Street, from LaSalle Street to Clark Street. In Monroe Street, from LaSalle Street to Clark Street.
	In LaSalle Street Trolley Tunnel, from Lake Street to approximately 50 feet north of West Carroll Avenue. In West

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	Carroll Avenue, from the westerly right of way line of Wells Street to Clark Street, and in addition, the Clark Street/Carroll Avenue and Dearborn Street/Carroll Avenue intersections. In LaSalle Street from West Carroll Avenue to approximately 50 feet north of West Carroll Avenue. Across and under Kinzie Street from the Merchandise Mart to the building commonly known as 400 N. Franklin Street for piping with a maximum trench-width of six (6) feet to be located west of the Franklin Street/Kinzie Street intersection and east of the Orleans Street/Kinzie Street intersection. Across and under Orleans Street from the Merchandise Mart to the Apparel Center for piping with a maximum trench-width of six (6) feet to be located south of the Kinzie Street/Orleans Street intersection and north of the Chicago River.
Production Plant #3:	Northeast corner of Randolph and Columbus Drive (located in the Blue Cross / Blue Shield Building)
Distribution Piping:	In Columbus Drive, from Randolph Street to South Water Street. In South Water Street, from Columbus Drive to Garland Court, from South Water Street to Lake Street. In Lake Street, from Garland Court to LaSalle Street.

     This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend the locations of the Distribution Facilities based on changes in construction conditions. All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

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Exhibit 2

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Exhibit 3

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               Unicom Thermal Technologies, Inc. is a wholly owned subsidiary of Unicom Enterprises, Inc.

               Unicom Enterprises, Inc. is a wholly owned subsidiary of Unicom Corporation.

               Unicom Corporation is a New York Stock Exchange traded public company.

14

DISCLOSURE OF OWNERSHIP INTEREST

Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the Municipal Code of the City of Chicago, all grantees/ proposers shall provide the following information with their proposal. Notwithstanding, the Corporation Counsel may require an additional information which is reasonably intended to achieve full disclosure of ownership interests from grantee or proposer. Every question must be answered. If the question is not applicable, answer with “NA.” If the answer is none, please answer “None.” Note: The person preparing Section I, II, III, IV or V of this statement must sign the bottom of Page 4 before a Notary Public.

Grantee/ Proposer Name:	Unicom Thermal Technologies, Inc.
Grantee/ Proposer Address:	30 West Monroe, Suite 500
	Chicago, Illinois 60603

Grantee/ Proposer is a :	(x)Corporation;	(   )Sole Proprietor;	(   )Partnership;
(Check One)	(   )Not-for Profit Corporation	(   )Joint Venturer*;	(   )Other;

          *Each Joint Venture Partner must submit a completed Disclosure of Ownership Interest.

SECTION I — FOR PROFIT CORPORATIONS

a.	Incorporated in the State of Illinois
b.	Authorized to do business in the State of Illinois: YES (x ) NO (   )
c.	Name of all Officers of corporation (or Attach List): Names of all Directors of Corporation (or Attach List):

Name (Print or Type)	Title (Print or Type)	Name (Print or Type)	Title (Print or Type)
Mr. James J. O’Connor	Chairman of the Board	Mr. Don Petkus	President
	Director/ Officer		Director/ Officer
Mr. Samuel Skinner	Director	Mr. William Downey	Director
Mr. Robert Manning	Director	Mr. John Bukovski	Director
Mr. Leo Mullin	Director/Officer	Mr. David Scholz	Officer
		Mr. Dennis O’Brien	Officer

d. If the corporation has fewer than 100 shareholders indicate here or attach a list of names and addresses of all shareholders and the percentage interest of each.

Name (Print or Type)	Address	Ownership Interest
			%

DISCLOSURE OF OWNERSHIP INTEREST

Name (Print or Type)	Address	Ownership Interest
			%
			%
			%

e.	The corporation is owned partially or completely by one or more other corporations: YES (x ) NO (   )
	If “yes,” submit a Disclosure of Ownership Interests form for each of said corporations.
f.	If the corporation has 100 or more shareholders, indicate here or attach a list of names and addresses of all shareholders owning shares equal to or in excess of 10% of the proportionate ownership of the corporation and indicate the percentage interest of each.

Name (Print or Type) Title (Print or Type) Name (Print or Type) Title (Print or Type)

NOTE: Generally, with corporations having 100 or more shareholders where no shareholders own 10% of the share, the requirements of this Section I would be satisfied by the Grantee/Proposer enclosing, with his proposal, a copy of the corporation’s latest published annual report and/or Form 10-K if the information is contained therein.

SECTION II — PARTNERSHIPS

                                                                                N/A

If the grantee/proposer is a partnership, indicate the name of each partner and the percentage of interest of each therein:

Names of Partner (Print or Type)	Percentage Interest
		%
		%
		%

DISCLOSURE OF OWNERSHIP INTEREST

Names of Partner (Print or Type)	Percentage Interest
		%
		%
		%

SECTION III — SOLE PROPRIETORSHIPS

                                                                                N/A

a. The grantee/ proposer is a sole proprietor and is not acting in any representative capacity in behalf of any beneficiary:

YES (   ) NO (   ) If NO, complete items b and c of this Section III.

b. If the sole proprietor is held by an agent(s) or a nominee(s), indicate the principal(s) for whom the agent or nominee hold such interest:

Name(s) of Principal(s) (Print or Type)

c. If the interest of a spouse or any other party is constructively controlled by another party or legal entity, state the name and address of such person or entity possessing such control and the relationship under which such control is being or may be exercised:

SECTION IV — LAND TRUSTS, BUSINESS TRUSTS, ESTATES & OTHER ENTITIES

If the grantee/proposer is a land trust, business trust, estate or other similar commercial or legal entity, identify any representative, person or entity holding legal title as well as each beneficiary

DISCLOSURE OF OWNERSHIP INTEREST

in whose behalf title is held, including the name, address and percentage of interest of each beneficiary.

SECTION V — NOT FOR PROFIT CORPORATIONS

                                                                                N/A

a.	Incorporated in the State of
b.	Authorized to do business in the State of Illinois:            YES (   )           NO (   )
c.	Names of all Officers of corporation (or Attach List): Names of all Directors of Corporation (or Attach List)

Name (Print or Type) Title (Print or Type) Name (Print or Type) Title (Print or Type)

NOTE: Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the Municipal Code of the City of Chicago, the Corporation Counsel of the City of Chicago may require any such additional from any entity to achieve full disclosure relevant to the contract.

STATE OF	Illinois	)
		)	SS.
COUNTY OF	Cook	)

This undersigned having been duly sworn, states that (he) or (she) is authorized to make this affidavit in behalf of the applicant, that the information disclosed in this economic disclosure statement and any accompanying schedules, is true and complete to the best of (his) or (her) knowledge, and that the applicant has withheld no disclosure as to economic interest in the undertaking for which this application is made, nor reserved any information, date or plan as to the intended use or purpose for which it seeks action by the City.

DISCLOSURE OF OWNERSHIP INTEREST

(Signature of Persons Making Statement)

David A. Scholz

Name of Person Making Statement (Print or Type)

Corporate Secretary

Title

Subscribed to before me this 17 day of January A.D., 1997

(Notary Public Signature)

DISCLOSURE OF OWNERSHIP INTEREST

Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the Municipal Code of the City of Chicago, all grantees/ proposers shall provide the following information with their proposal. Notwithstanding, the Corporation Counsel may require an additional information which is reasonably intended to achieve full disclosure of ownership interests from grantee or proposer. Every question must be answered. If the question is not applicable, answer with “NA.” If the answer is none, please answer “None.” Note: The person preparing Section I, II, III, IV or V of this statement must sign the bottom of Page 4 before a Notary Public.

Grantee/ Proposer Name:	Unicom Enterprises, Inc.
Grantee/ Proposer Address:	10 South Dearborn, 37th Floor
	Chicago, Illinois 60690-0767

Grantee/ Proposer is a :	(x)Corporation;	(   )Sole Proprietor;	(   )Partnership;
(Check One)	(   )Not-for Profit Corporation	(   )Joint Venturer*;	(   )Other;

*Each Joint Venture Partner must submit a completed Disclosure of Ownership Interest.

SECTION I — FOR PROFIT CORPORATIONS

a.	Incorporated in the State of Illinois
b.	Authorized to do business in the State of Illinois:           YES (x)            NO (   )
c.	Name of all Officers of corporation (or Attach List): Names of all Directors of Corporation (or Attach List):

Name (Print or Type)	Title (Print or Type)	Name (Print or Type)	Title (Print or Type)
Mr. James J. O’Connor	Director/ Officer	Mr. John C. Bukovski	Director
Mr. Samuel K. Skinner	Director/ Officer	Mr. William H. Downey	Director
Mr. Leo F. Mullin	Director/Officer	Mr. David A. Scholz	Officer
Mr. Robert J. Manning	Director	Mr. Dennis O’Brien	Officer

d. If the corporation has fewer than 100 shareholders indicate here or attach a list of names and addresses of all shareholders and the percentage interest of each.

Name (Print or Type)	Address	Ownership Interest
			%
			%

DISCLOSURE OF OWNERSHIP INTEREST

Name (Print or Type)	Address	Ownership Interest
			%
			%

e.	The corporation is owned partially or completely by one or more other corporations: YES (x) NO (   )
	If “yes,” submit a Disclosure of Ownership Interests form for each of said corporations.
f.	If the corporation has 100 or more shareholders, indicate here or attach a list of names and addresses of all shareholders owning shares equal to or in excess of 10% of the proportionate ownership of the corporation and indicate the percentage interest of each.

r
Name (Print or Type)	Title (Print or Type)	Name (Print or Type)	Title (Print or Type)

NOTE: Generally, with corporations having 100 or more shareholders where no shareholders own 10% of the share, the requirements of this Section I would be satisfied by the Grantee/Proposer enclosing, with his proposal, a copy of the corporation’s latest published annual report and/or Form 10-K if the information is contained therein.

SECTION II — PARTNERSHIPS

If the grantee/proposer is a partnership, indicate the name of each partner and the percentage of interest of each therein:

Names of Partner (Print or Type)	Percentage Interest
		%
		%
		%
		%
		%
		%

DISCLOSURE OF OWNERSHIP INTEREST

SECTION III — SOLE PROPRIETORSHIPS

                                                                                N/A

a. The grantee/ proposer is a sole proprietor and is not acting in any representative capacity in behalf of any beneficiary:

          YES (   )            NO (   )            If NO, complete items b and c of this Section III.

b. If the sole proprietor is held by an agent(s) or a nominee(s), indicate the principal(s) for whom the agent or nominee hold such interest:

Name(s) of Principal(s) (Print or Type)

c. If the interest of a spouse or any other party is constructively controlled by another party or legal entity, state the name and address of such person or entity possessing such control and the relationship under which such control is being or may be exercised:

SECTION IV — LAND TRUSTS, BUSINESS TRUSTS, ESTATES & OTHER ENTITIES

If the grantee/proposer is a land trust, business trust, estate or other similar commercial or legal entity, identify any representative, person or entity holding legal title as well as each beneficiary in whose behalf title is held, including the name, address and percentage of interest of each beneficiary.

DISCLOSURE OF OWNERSHIP INTEREST

SECTION V — NOT FOR PROFIT CORPORATIONS

                                                                                N/A

a.	Incorporated in the State of
b.	Authorized to do business in the State of Illinois:            YES (   )           NO (   )
c.	Names of all Officers of corporation (or Attach List): Names of all Directors of Corporation (or Attach List)

Name (Print or Type) Title (Print or Type) Name (Print or Type) Title (Print or Type)

NOTE: Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the Municipal Code of the City of Chicago, the Corporation Counsel of the City of Chicago may require any such additional from any entity to achieve full disclosure relevant to the contract.

STATE OF	Illinois	)
		)	SS.
COUNTY OF	Cook	)

This undersigned having been duly sworn, states that (he) or (she) is authorized to make this affidavit in behalf of the applicant, that the information disclosed in this economic disclosure statement and any accompanying schedules, is true and complete to the best of (his) or (her) knowledge, and that the applicant has withheld no disclosure as to economic interest in the undertaking for which this application is made, nor reserved any information, date or plan as to the intended use or purpose for which it seeks action by the City.

DISCLOSURE OF OWNERSHIP INTEREST

(Signature of Persons Making Statement)

David A. Scholz

Name of Person Making Statement (Print or Type)

Corporate Secretary

Title

     Subscribed to before me this 17 day of January A.D., 1997

(Notary Public Signature)

DISCLOSURE OF OWNERSHIP INTEREST

     Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the Municipal Code of the City of Chicago, all grantees/ proposers shall provide the following information with their proposal. Notwithstanding, the Corporation Counsel may require an additional information which is reasonably intended to achieve full disclosure of ownership interests from grantee or proposer. Every question must be answered. If the question is not applicable, answer with “NA.” If the answer is none, please answer “None.” Note: The person preparing Section I, II, III, IV or V of this statement must sign the bottom of Page 4 before a Notary Public.

Grantee/ Proposer Name:	Unicom Corporation
Grantee/ Proposer Address:	10 South Dearborn
	Chicago, Illinois 60690-0767

Grantee/ Proposer is a :	(x)Corporation;	(   )Sole Proprietor;	(   )Partnership;
(Check One)	(   )Not-for Profit Corporation	(   )Joint Venturer*;	(   )Other;

               *Each Joint Venture Partner must submit a completed Disclosure of Ownership Interest.

SECTION I — FOR PROFIT CORPORATIONS

a.	Incorporated in the State of Illinois
b.	Authorized to do business in the State of Illinois:           YES (x)           NO (   )
c.	Name of all Officers of corporation (or Attach List): Names of all Directors of Corporation (or Attach List):

Name (Print or Type)	Title (Print or Type)	Name (Print or Type)	Title (Print or Type)
See Attached	Directors
See Attached	Officers

d. If the corporation has fewer than 100 shareholders indicate here or attach a list of names and addresses of all shareholders and the percentage interest of each.

Name(Print or Type)	Address	Ownership Interest
			%
			%

DISCLOSURE OF OWNERSHIP INTEREST

Name(Print or Type)	Address	Ownership Interest
			%
			%

e.	The corporation is owned partially or completely by one or more other corporations:
	YES (   ) NO (   )

                                                                                 See Below

	If “yes,” submit a Disclosure of Ownership Interests form for each of said corporations.
f.	If the corporation has 100 or more shareholders, indicate here or attach a list of names and addresses of all shareholders owning shares equal to or in excess of 10% of the proportionate ownership of the corporation and indicate the percentage interest of each.

Name (Print or Type)	Title (Print or Type)	Name (Print or Type)	Title (Print or Type)
All share holders are below 10% as per May 22, 1996 Proxy.

NOTE: Generally, with corporations having 100 or more shareholders where no shareholders own 10% of the share, the requirements of this Section I would be satisfied by the Grantee/Proposer enclosing, with his proposal, a copy of the corporation’s latest published annual report and/or Form 10-K if the information is contained therein.

SECTION II — PARTNERSHIPS

                                                                                N/A

If the grantee/proposer is a partnership, indicate the name of each partner and the percentage of interest of each therein:

Names of Partner (Print or Type)	Percentage Interest
		%
		%
		%
		%
		%
		%

DISCLOSURE OF OWNERSHIP INTEREST

Names of Partner (Print or Type)	Percentage Interest
		%
		%
		%

SECTION III — SOLE PROPRIETORSHIPS

                                                                                N/A

a. The grantee/ proposer is a sole proprietor and is not acting in any representative capacity in behalf of any beneficiary.

YES (   )            NO (   )           If NO, complete items b and c of this Section III.

b. If the sole proprietor is held by an agent(s) or a nominee(s), indicate the principal(s) for whom the agent or nominee hold such interest:

Name(s) of Principal(s) (Print or Type)

c. If the interest of a spouse or any other party is constructively controlled by another party or legal entity, state the name and address of such person or entity possessing such control and the relationship under which such control is being or may be exercised:

SECTION IV — LAND TRUSTS, BUSINESS TRUSTS, ESTATES & OTHER ENTITIES

                                                                                N/A

If the grantee/proposer is a land trust, business trust, estate or other similar commercial or legal entity, identify any representative, person or entity holding legal title as well as each beneficiary

DISCLOSURE OF OWNERSHIP INTEREST

in whose behalf title is held, including the name, address and percentage of interest of each beneficiary.

SECTION V — NOT FOR PROFIT CORPORATIONS

                                                                                N/A

a.	Incorporated in the State of
b.	Authorized to do business in the State of Illinois:           YES (   )           NO (   )
c.	Names of all Officers of corporation (or Attach List): Names of all Directors of Corporation (or Attach List):

Name (Print or Type) Title (Print or Type) Name (Print or Type) Title (Print or Type)

NOTE: Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the Municipal Code of the City of Chicago, the Corporation Counsel of the City of Chicago may require any such additional from any entity to achieve full disclosure relevant to the contract.

STATE OF	Illinois	)
		)	SS.
COUNTY OF	Cook	)

This undersigned having been duly sworn, states that (he) or (she) is authorized to make this affidavit in behalf of the applicant, that the information disclosed in this economic disclosure statement and any accompanying schedules, is true and complete to the best of (his) or (her) knowledge, and that the applicant has withheld no disclosure as to economic interest in the undertaking for which this application is made, nor reserved any information, date or plan as to the intended use or purpose for which it seeks action by the City.

DISCLOSURE OF OWNERSHIP INTEREST

(Signature of Persons Making Statement)

David A. Scholz

Name of Person Making Statement (Print or Type)

Corporate Secretary

Title

Subscribed to before me this 17 day of January A.D., 1997

(Notary Public Signature)

Disclosure of Ownership Interests
Attachment

The following list will provide the names of the Directors of Unicom Corporation:

Jean Allard
Edward A. Brennan
James Compton
Sue Gin
Donald Jacobs
Edgar D. Jannotta
George Johnson
Edward Mason
Leo Mullin
James J. O’Connor
Frank Olson
Samuel Skinner
Bruce DeMars

The following list represents the current Officers:

James J. O’Connor
Samuel Skinner
Donald Petkus
John Bukovski
Roger Kovack
Dennis O’Brien
David Scholz
John T. Costello
Leo Mullin

GRANTEE’S AFFIDAVIT

Instructions:  FOR USE WITH A PRIVILEGE GRANTED BY THE CITY. Every Grantee must complete this Grantee’s Affidavit. Special attention should be paid to Sections I (pp. 1 to 4), II (pp. 4 and 5), and III. and IV A.2. (p.9) which require the Grantee to provide certain information to the City. The Grantee must sign the appropriate line in Section II C (p.6), Section III.A (p.8) and Section IV (p.9) and must complete and sign before a notary public the Verification, Section VI (p. 11). Please note that in the event the Grantee is a joint venture, the joint venture and each of the joint venture partners must submit a completed Grantee’s Affidavit. In the event that the Grantee is unable to certify to any of the statements contained herein Grantee must contact the City of Chicago (the “City”) and provide a detailed factual explanation of the circumstances leading to the Grantee’s inability to so certify.

The undersigned	Donald A. Petkus,	as President & CEO
	(Name)	(Title)

	Unicom Thermal
and on behalf of	Technologies, Inc.	(“Grantee”) having been duly sworn under oath
	(Business Name)

Certifies that:

I.	DISCLOSURE OF OWNERSHIP INTERESTS
	Pursuant to Chapter 2-154 of the Municipal Code of Chicago (the “Municipal Code”), all affiants shall provide the following information with their proposal. If the question is not applicable, answer with “NA.” If the answer is none, please answer “none.”

Proposer is a:	[X] Corporation	[   ] Sole Proprietor
(Check One)	[   ] Partnership	[   ] Not-for-Profit-Corporation
	[   ] Joint Venture	[   ] Other

Page 1 of 12

DISCLOSURE OF OWNERSHIP INTEREST

SECTION 1. FOR PROFIT CORPORATIONS

a.	Incorporated in the State of Illinois
b.	Authorized to do business in the State of Illinois YES [ X ] NO [   ]
c.	Names of all officers of corporation (or Attach List): Names of all directors of corporation (or Attach List):

Name (Print or Type)	Title (Print or Type)	Name (Print or Type)	Title (Print or Type)
SEE ATTACHED DISCLOSURE OF OWNERSHIP INTEREST

d. If the corporation has fewer than 100 shareholders indicate here or attach a list of names and addresses of all shareholders and the percentage interest of each.

Name(Print or Type)	Address	Ownership Interest
			%
			%
			%

e.	Is the corporation owned partially or completely by one or more other Corporations: YES [ X ] NO [ ]
	If “yes,” provide the above information, as applicable, for each of said corporations. SEE ATTACHED DISCLOSURE OF OWNERSHIP INTEREST OF UNICOM CORPORATION and UNICOM ENTERPRISES, INC.
f.	If the corporation has 100 or more shareholders, indicate here or attach a list of names and addresses of all shareholders owning shares equal to or in excess of 7.5% of the proportionate ownership of the corporation and indicate the percentage interest of each.

Page 2 of 12

DISCLOSURE OF OWNERSHIP INTEREST

Name(Print or Type)	Address	Ownership Interest
			%
			%
			%

NOTE: Generally, with corporations having 100 or more shareholders where no shareholder owns 7.5% of the shares, the requirements of this Section 1 would be satisfied by the bidder/proposer enclosing, with his bid/proposal, a copy of the corporation’s latest published annual report and/or Form 10-K if the information is contained therein.

SECTION 2. PARTNERSHIPS

                                                                                NA

If the affiant is a partnership, indicate the name of each partner and the percentage of interest of each therein:

Names of Partner (Print or Type)	Percentage Interest
		%
		%
		%

SECTION 3. SOLE PROPRIETORSHIPS

                                                                                NA

a.	The affiant is a sole proprietor and is not acting in any representative capacity in behalf of any beneficiary: YES [   ] NO [   ] If NO, complete items b. and c. of this Section 3.
b.	If the sole proprietorship is held by an agent(s) or a nominee(s), indicate the principal(s) for whom the agent or nominee hold such interest.

Name(s) of Principal(s) (Print or Type)

c. If the interest of a spouse or any other party is constructively controlled by another person or legal entity state the name and address of such person or

Page 3 of 12

DISCLOSURE OF OWNERSHIP INTEREST

entity possessing such control and the relationship under which such control is being or may be exercised:

SECTION 4. LAND TRUSTS, BUSINESS TRUST, ESTATES & OTHER ENTITIES

                                                                                NA

If the affiant is a land trust, business trust, estate or other similar commercial or legal entity, identify any representative, person or entity holding legal title as well as each beneficiary in whose behalf title is held including the name, address and percentage of interest of each beneficiary.

SECTION 5. NOT-FOR-PROFIT CORPORATIONS

                                                                                NA

a.	incorporated in the State of
b.	Authorized to do business in the State of Illinois YES [   ] NO [   ]
c.	Names of all officers of corporation (or Attach List): Names of all directors of corporation (or Attach List):

Name (Print or Type) Title (Print or Type) Name (Print or Type) Title (Print or Type)

NOTE: Pursuant to Chapter 2-154, Section 2-154-030 of the Municipal Code, the Corporation Counsel may require any such additional information from any entity to achieve full disclosure relevant to the proposal. Further, pursuant to Chapter 2-154, Section 2-154-020 of the Municipal Code, any material Change in the information required above must be provided by supplementing this statement at any time up to the time the City Council of the City (the “City Council”) takes action on the proposal.

Page 4 of 12

DISCLOSURE OF OWNERSHIP INTEREST

II. GRANTEE CERTIFICATION

A.

GRANTEE

1.

The Grantee, its Contractor or any subcontractor to be used in the performance of this agreement, or any affiliated entity1 of the Grantee’s Contractor or any such subcontractor, or any responsible official thereof, or any other official, agent or employee of the Grantee, its Contractor, any such subcontractor or any such affiliated entity1 , acting pursuant to the direction or authorization of a responsible official thereof has not, during a period of 3 years prior to the date of execution of this certification:

a.	Bribed or attempted to bribe, or been convicted of bribery or attempting to bribe a public officer or employee of the City of Chicago, the State of Illinois, any agency of the federal government or any state or local government in the United States (if an officer or employee, in that officer’s or employee’s official capacity); or
b.	Agreed or colluded, or been convicted of agreement of collusion among bidders or prospective bidders in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
c.	Made an admission of guilt of such conduct described in 1(a) and (b) above which is matter of record but has not been prosecuted for such conduct.

2.	The Grantee, its Contractor or any agent, partner, employee or officer of the Grantee or its Contractor is not barred from contracting with any unit of state or local government as a result of engaging in or being convicted of bid-rigging3 in violation of Section 3 of Article 33E of the Illinois Criminal Code of 1961, as amended (720 ILCS 5/33E-3), or any similar offense of any state or the United States which contains the same elements as the offense of bid-rigging3 during a period of five years prior to the date of submittal of this bid, proposal or response.2
3.	The Grantee, its Contractor or any agent, partner, employee or officer of the Grantee or its Contractor is not barred from contacting with any unit of state or local government as a result of engaging in or being convicted of bid-rotating4 in violation of Section 4 of Article 33E of the Illinois Criminal Code of 1961, as amended (720 ILCS 5/33E-4), or any similar offense of any state or the United States which contains the same elements as the offense of bid-rotating4.
4.	The Grantee or its Contractor understands and will abide by all provisions of Chapter 2-56 of the Municipal Code entitled “Office of Inspector General” and all provisions of Chapter 2-156 of the Municipal Code entitled “Governmental Ethics.”

Page 5 of 12

DISCLOSURE OF OWNERSHIP INTEREST

B.	CONTRACTOR AND SUBCONTRACTORS
1.	The Grantee has obtained from all Contractors and subcontractors to be used in the performance of this agreement, known by the Grantee at this time, certifications in form and substance equal to Section I of this Grantee’s Affidavit. Based on such certification(s) any other information known or obtained by the Grantee, the Grantee is not aware of any such Contractor, subcontractor, subcontractor’s affiliated entity1, or any agent partner, employee or officer of such Contractor, subcontractor or subcontractor’s affiliated entity1 having engaged in or been convicted of: (a) any of the conduct described in Section II.A.1(a) or (b) of this certification, (b) bid-rigging3, bid-rotating4, or any similar offense of any state or the United States which contain the same elements as bid-rigging and bid-rotating, or having made an admission of guilt of the conduct described in Section II.A.1(a) or (b) which is a matter of record but has/have not been prosecuted for such conduct.
2.	The Grantee will, prior to using them as Contractors, subcontractors, obtain from all subcontractors to be used in the performance of this contract, but not yet known by the Grantee at this time, certifications in form and substance equal to this certification. The Grantee shall not, without the prior written permission of the City, use any of such Contractors, subcontractors in the performance of this contract if the Grantee, based on such certifications or any other information known or obtained by Grantee, becomes aware of such Contractor, subcontractor, subcontractor’s affiliated entity1 having engaged in or been convicted of: (a) any of the conduct described in Section II.A.1 (a) or (b) of this certification: or (b) of bid-rigging3, bid-rotating4 or any similar offense of any state or the United States which contains the same elements as bid-rigging or bid-rotating or having made an admission of guilt of the conduct described in Section II.A.1(a) or (b) which is a matter of record but has/have not been prosecuted for such conduct.
3.	The Grantee will maintain on file for the duration of the contract all certifications required by Section II.B (1) and (2) above, for all Contractors or subcontractors to be used in the performance of this contract and will make such certifications promptly available to the City of Chicago upon request.
4.	The Grantee will not, without the prior written consent of the City, use as Contractors or subcontractors any individual, firm, partnership, corporation, joint venture or other entity from whom the Grantee is unable to obtain a certifications promptly available to the City upon request.
5.	Grantee hereby agrees, if the City so demands, to terminate its contract or subcontract with any subcontractor, if such Contractor or subcontractor was ineligible at the time that the subcontract was entered into for award of such subcontract under Ch. 2-92, Section 2-92-320 of the Municipal Code, or if applicable, under Section 33-E of Article 33 of the State of Illinois Criminal Code of 1961, as amended. Grantee shall insert adequate provisions in all Contracts or

Page 6 of 12

DISCLOSURE OF OWNERSHIP INTEREST

	subcontracts to allow it to terminate such contracts as required by this certification.
C.	STATE TAX DELINQUENCIES

In completing this Section II C, authorized signatory of the Grantee who executes this Affidavit on behalf of the Grantee MUST SIGN on the line next to the appropriate subsection.

1.	Grantee is not delinquent in the payment of any tax administered by the Illinois Department of Revenue or, if delinquent, Grantee is contesting, in accordance with the procedures established by the appropriate Revenue Act, its liability for the tax or amount of the tax.
2.	Grantee has entered into an agreement with the Illinois Department of Revenue for the payment of all such taxes that are due and is in compliance with such agreement.
3.	Grantee is delinquent in the payment of any tax administered by the Department of Revenue and is not covered under any of the situations described in subsections 1 and 2 of this Section II C, above. 5
D.	CERTIFICATION REGARDING SUSPENSION AND DISBARMENT
1.	The Grantee certifies to the best of its knowledge and belief, that it and its principals:

a.	Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal, state or local department or agency;
b.	Have not within a three-year period preceding this proposal been convicted of or had a civil judgement rendered against them for: The commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, Local) transaction or contract under a public transaction; a violation of Federal or State antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property.
c.	Are not presently indicated for or otherwise criminally or civily charged by governmental entity (Federal State or Local) with commission of any of the offense enumerated in paragraph (D)(1)(b) above; and
d.	Have not within a three-year period preceding this agreement had one or more public transactions (Federal, State or Local) terminated for cause or default.

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DISCLOSURE OF OWNERSHIP INTEREST

2.	If the Grantee is unable to certify to any of the statements in this Certification, Grantee shall attach an explanation to this Certification.
3.	If any Contractors or subcontractors are to be used in the performance of this Agreement, Grantee shall cause such Contractors or subcontractors to certify as to paragraph (D) (1) of this Certification. In the event that any Contractor or subcontractor is unable to certify to any of the statements in this Certification, such Contractor or subcontractor shall attach an explanation to this Certification
E.	ANTI-COLLUSION
	The Grantee, its agent, officers or employees have not directly or indirectly entered into an agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive bidding in connection with this proposal. Failure to submit this statement as part of the bid proposal will make the bid nonresponsive and not eligible for award consideration.
F.	PUNISHMENT
	A Grantee who makes a false statement, material to Section II (A)(2) of this certification commits a class 3 felony. 720 ILCS 5/33E – 11(b). Making a false statement concerning Section II of this certification is a Class A misdemeanor, voids the contract and allows the municipality to recover all amounts paid to the contractor under the contract in a civil action. 65 ILCS 5/11 - 42.1 – 1.

III. CERTIFICATION OF ENVIRONMENTAL COMPLIANCE

A. Neither the Grantee nor any affiliated entity¹ of the Grantee has, during a period of five (5) years prior to the date of execution of this Affidavit, (1) violated or engaged in any conduct with violated Sections 7-28-440 or 11-4-1500 or Article XIV of Chapter 11-4 or Chapters 7-28 or 11-4 of the Municipal Code or any other Environmental Restriction⁶, (2) received notice of any claim, demand or action, including but not limited to citations and warrants, from the City of Chicago, the State of Illinois, the Federal government, any state or political subdivision thereof, or any agency, court or body of the Federal government or any state or political subdivision thereof, exercising executive, legislative, judicial, regulatory, or administrative functions, relating to a violation or alleged violation of Section s 7-28-44 or 11-4-1500 or Article XIV of Chapter 11-4 or Chapters 7-28 or 11-4 of the Municipal Code or any other Environmental Restriction, or (3) been subject to any fine or penalty of any nature for failure to comply with Section 7-28-440 or 11-4-1500 or Article XIV of Chapter 11-4 or Chapters 7-28 or 11-4 of the Municipal Code or any other Environmental Restriction⁶.

Authorized signatory of the Grantee who executes this Affidavit on behalf of the Grantee MUST SIGN on the line next to the appropriate statement 1 or 2 below.

1.             Grantee makes the certification contained in Paragraph A of this Section III.

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DISCLOSURE OF OWNERSHIP INTEREST

2.             Grantee makes the certification contained in Paragraph A of this Section III except as to the matters specifically identified below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

(Attach Additional Pages of Explanation to this Grantee’s Affidavit, if necessary).

B.

Without the written consent of the Director of Revenue (i) Grantee will not employ any Contractor or subcontractor in connection with the Agreement to which this Affidavit pertains without obtaining from such Contractor or subcontractor a certification similar in form and substance to the certification contained in Subparagraph 1 of Paragraph A of this Section III prior to such Contractor or subcontractor’s performance of any work or services under the Agreement to which this Affidavit pertains or furnishing any goods, supplies or materials of any kind under the Agreement to which this Affidavit pertains and (ii) employ, in connection with the Agreement to which this Affidavit pertains, any Contractor or subcontractor if the Grantee or any of its officers have knowledge that the Contractor or subcontractor can not truthfully execute such certification. The Grantee will furnish to the City upon its request an executed copy of each such certification;

C.

Until Completion of the Grantee’s performance under the Agreement to which this Affidavit pertains, the Grantee will not violate any provision of Section 7-28-440 or 11-4-1500 or Article XIV of Chapter 11-4 or Chapter 7-28 or 11-4 of the Municipal Code or any other Environmental Restriction6, whether in the performance of such Contract or otherwise.

IV. CERTIFICATION OF COURT-ORDERED CHILD SUPPORT COMPLIANCE          NA

For purposes of this Section IV., “SUBSTANTIAL OWNER” means any person who owns or holds a ten percent (10%) or more percentage of interest in the Grantee; where the Grantee is an individual or sole proprietorship, substantial owner means that individual or sole proprietor. Percentage of interest includes direct, indirect and beneficial interests in the Grantee. Indirect or beneficial interest means that an interest in the Grantee is held by a corporation, joint venture, trust, partnership. association, estate or other legal entity, in which the individual holds an interest, or by agent(s) or nominee(s) on behalf of an individual or entity has a fifty percent or more percentage of interest in Corporation B, then such individual or entity indirectly has a ten percent or more percentage of interest in the Grantee. In this case, the response to this Section V. must cover such individual(s) or entity Corporation B is held by another entity, then this analysis similarly must be applied to that next entity.

If Grantee’s response in this Section V. is # 1 or #2, then all of Grantee’s Substantial Owners must remain compliance with any such child support obligations (1) throughout

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DISCLOSURE OF OWNERSHIP INTEREST

the term of the contract and any extension thereof or (2) until the performance of the contract is completed, as applicable. Failure of Grantee’s Substantial Owners to remain in compliance with their child support obligations in the manner set forth in either #1 or #2 constitutes an event of default.

In completing this Section V., the authorizerd signatory must sign on the line next to the appropriate subsection.

l.             No Substantial Owner has been declared in arrearage on his or her child support obligations, by an Illinois court of competent jurisdiction.

2.             An Illinois court of competent jurisdiction has issued and order declaring one or more Substantial Owners in arrearage on their child support obligations, however, all such Substantial Owners have entered into court-approved agreements for the payment of all such child support owed, and all such Substantial Owners are in compliance with such agreements.

3.             An Illinois court of competent jurisdiction has issued an order declaring one or more Substantial Owners in arrearage on their child support obligations and: (1) at least one such Substantial Owner has not entered into a court-approved agreement for the payment of all such child support owed, or (2) at least one such Substantial Owner is not in compliance with a court-approved agreement for the payment of all such child support owed, or both (1) and (2).

4.             There are no Substantial Owners.

V.	INCORPORATION INTO CONTRACT AND COMPLIANCE
	The above certifications shall become part of any privilege awarded to the Grantee set forth in page 1 of this Grantee’s Affidavit and are a material inducement to the City’s passage of the ordinance to which this Grantee’s Affidavit is being executed and delivered on behalf of the Grantee. Further, Grantee shall comply with these certifications during the term of performance of the Agreement.

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DISCLOSURE OF OWNERSHIP INTEREST

Notes 1-6 Grantee’s Affidavit

1.	Business entities are affiliated if, directly or indirectly, one controls or has the power to control the other or if third person controls or has the power to control both entities. Indicia of control include without limitation: interlocking management or ownership identity of interests among family members; shares facilities and equipment; common use of employees; or organization of another business entity using substantially the same management, ownership or principals as the first entity.
2.	No Grantee shall be barred from contracting with any unit of State or local government as a result of a conviction, under either Section 33E-3 or Section 33E-4 of Article 33 of the State of Illinois Criminal Code of 1961, as amended, of any employee or agent of such corporation if the employee so convicted is no longer employed by the corporation and: (1) it has been finally adjudicated not guilty or (2) if it demonstrates to the governmental entity with which it seeks to contract and that entity finds that the commission of the offense was neither authorized, requested, commanded, nor performed by a director, officer or a high managerial agent in behalf of the corporation as provided in paragraph (2) of subsection (a) of Section 5-4 of the State of Illinois Criminal Code.
3.	For purposes of Section IIA of this certification, a person commits the offense of and engages in bid-rigging when he knowingly agrees with any person who is, or but for such agreement should be, a competitor of such person concerning any bid submitted or not submitted by such person or another to a unit of State or local government when with the intent that the bid submitted or not submitted will result in the award of a contract or such person or another and he either (1) provides such person or receives from another information concerning the price or other material term or terms of the bid which would otherwise not be disclosed to a competitor in an independent noncollusive submission of bids or (2) submits a bid that is of such a aprice or other material term or terms that he does not intend the bid to be accepted. See 720 ILCS 5/33E-3.
4.	For purposes of Section IIA of this certification, a person commits the offense of and engages in bid rotating when, pursuant to any collusive scheme or agreement with another, he engages in a pattern over time (which, for the purposes hereof, shall include at least 3 contract bids within a period of ten years, the most recent of which occurs after January 1, 1989) of submitting sealed bids to units of State or local government with the intent that the award of such bid rotates, or is distributed among, persons or business entities which submit bids on a substantial number of the same contracts. See 720 ILCS 5/33E-4.
5.	5ILCS 5/11 — 42.1-1 provides that a municipality may not enter into an agreement with an individual or other entity that is delinquent in the payment of any tax administered by the Illinois Department of Revenue unless the contracting party is contesting, in accordance with the procedures established by the appropriate Revenue Act its liability for the tax or the amount of the tax or unless the contracting party has entered into an agreement to pay the tax and is in compliance with the agreement.

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DISCLOSURE OF OWNERSHIP INTEREST

6.	“Environmental Restriction” means any statute, ordinance, rule, regulation, permit, permit condition, order or directive relating to or imposing liability or standards of conduct concerning the release or threatened release of hazardous materials, special wastes or other contaminants into the environment and to the generation, use storage, transportation, or disposal of construction debris, bulk waste, refuse, garbage, solid waste, hazardous materials, special wastes or other contaminants, including but not limited to (1) the Comprehensive Environmental Response and Compensation and Liability Act (42 U.S.C.§ 7401 et seq.); (4) the Clean Water Act (33 U.S.C. §1251 et seq.); (5) the Clean Air Act (42 U.S.C.§ 7401 et seq.); (6) the Toxic Substances Control Act of 1976 (15 U.S.C. § 2601 et seq.); (7) the Safe Drinking Water Act (42 U.S.C. § 300f); (8) the Occupational Health and Safety Act of 1970 (29 U.S.C. §651 et seq.); (9) the Emergency Planning and Community Right to Know Act (42 U.S.C. § 11001 el seq.); and (10) the Illinois Environmental Protection Act (415 ILCS 5/1 through 5/56.6).
VI.	VERIFICATION
	Under penalty of perjury, I certify that I am authorized to execute this Grantee’s Affidavit on behalf of the Grantee set forth on page 1, that I have personal knowledge of all the certifications made herein and that the same are true.

Signature of Authorized Officer

Donald A. Petkus

Name of Authorized Officer (Print or Type)

President & CEO

Title

(312) 634-3200

Telephone Number

State of Illinois

County of Cook

Signed and sworn to before me this

17nd day of January 1997

Notary Public

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DISCLOSURE OF OWNERSHIP INTEREST

Pursuant to Chapter 2-154-010, 2-154-020, 2-154-030 and 2-154-040 of the Municipal Code of the City of Chicago, all grantees/ proposers shall provide the following information with their proposal. Notwithstanding, the Corporation Counsel may require an additional information which is reasonably intended to achieve full disclosure of ownership interests from grantee or proposer. Every question must be answered. If the question is not applicable, answer with “NA.” If the answer is none, please answer “None.” Note: The person preparing Section I, II, III, IV or V of this statement must sign the bottom of Page 4 before a Notary Public.

Grantee/ Proposer Name:	Unicom Thermal Technologies, Inc.
Grantee/ Proposer Address:	30 West Monroe, Suite 500
	Chicago, Illinois 60603

Grantee/ Proposer is a :	(x)Corporation;	(   )Sole Proprietor;	(   )Partnership;
(Check One)	(   )Not-for Profit Corporation	(   )Joint Venturer*;	(   )Other;

               *Each Joint Venture Partner must submit a completed Disclosure of Ownership Interest.

SECTION I — FOR PROFIT CORPORATIONS

a.	Incorporated in the State of Illinois
b.	Authorized to do business in the State of Illinois:           YES (x)            NO ( )
c.	Name of all Officers of corporation (or Attach List): Names of all Directors of Corporation (or Attach List):

Name (Print or Type)	Title (Print or Type)	Name (Print or Type)	Title (Print or Type)
Mr. James J. O’Connor	Chairman of the Board Director/ Officer	Mr. Don Petkus	President Director/ Officer
		Mr. William Downey	Director
Mr. Samuel Skinner	Director	Mr. John Bukovski	Director
Mr. Robert Manning	Director	Mr. David Scholz	Officer
Mr. Leo Mullin	Director/Officer	Mr. Dennis O’Brien	Officer

d. If the corporation has fewer than 100 shareholders indicate here or attach a list of names and addresses of all shareholders and the percentage interest of each.

DISCLOSURE OF OWNERSHIP INTEREST

Name (Print or Type)	Address	Ownership Interest
			%
			%
			%
			%

e.	The corporation is owned partially or completely by one or more other corporations: YES (x ) NO (   )
	If “yes,” submit a Disclosure of Ownership Interests form for each of said corporations.
f.	If the corporation has 100 or more shareholders, indicate here or attach a list of names and addresses of all shareholders owning shares equal to or in excess of 10% of the proportionate ownership of the corporation and indicate the percentage interest of each.

Name (Print or Type) Title (Print or Type) Name (Print or Type) Title (Print or Type)

NOTE: Generally, with corporations having 100 or more shareholders where no shareholders own 10% of the share, the requirements of this Section I would be satisfied by the Grantee/Proposer enclosing, with his proposal, a copy of the corporation’s latest published annual report and/or Form 10-K if the information is contained therein.

SECTION II — PARTNERSHIPS

                                                                                N/A

If the grantee/proposer is a partnership, indicate the name of each partner and the percentage of interest of each therein:

Names of Partner (Print or Type)	Percentage Interest
		%
		%

DISCLOSURE OF OWNERSHIP INTEREST

Names of Partner (Print or Type)	Percentage Interest
		%
		%
		%
		%

STATE OF	ILLINOIS	)
		)	SS.
COUNTY OF	Cook	)

     I, JAMES J. LASKI, City Clerk of the City of Chicago in the County of Cook and State of Illinois, DO HEREBY CERTIFY that the annexed and foregoing is a true and correct copy of that certain ordinance now on file in my office an amendment of ordinance which authorized the Use Agreement with Unicom Thermal Technologies.

     I DO FURTHER CERTIFY that the said ordinance was passed by the City Council of the said City of Chicago on the thirtieth (30^th) day of July, A.D. 1997 and deposited in my office on the thirtieth (30^th) day of July, A.D. 1997.

     I DO FURTHER CERTIFY that the vote on the question of the passage of the said ordinance by the said City Council was taken by yeas and nays and recorded in the Journal of the Proceedings of the said City Council, and that the result of said vote so taken was as follows, to wit: Yeas 49, Nays None.

     I DO FURTHER CERTIFY that the said ordinance was delivered to the Mayor of the said City of Chicago after the passage thereof by the said City Council, without delay, by the City Clerk of the said City of Chicago, and that the said Mayor did approve and sign the said ordinance on the thirtieth (30^th) day of July, A.D. 1997.

     I DO FURTHER CERTIFY that the original, of which the foregoing is a true copy, is entrusted to my care for safe keeping, and that I am the lawful keeper of the same.

[L.S.] IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the City of Chicago aforesaid, at the said City, in the County and State aforesaid, this fifth (5^th) day of August, A.D. 1997.

JAMES J. LASKI, City Clerk

[Daley and George, Ltd. Letterhead]

January 5, 1998

Mr. Donald A. Petkus
Unicom Thermal Technologies, Inc.
30 West Monroe/Fifth Floor
Chicago, Illinois 60603

Dear Don:

          I am enclosing herein an executed copy of the Tenth Amendment to the District Cooling Use Agreement which permits the distribution piping system to be expanded in accordance with the attached exhibits.

          If you have any questions, please call me.

Sincerely,

John J. George

JJG:df
Enclosure

          This Tenth Amendment to District Cooling System Use Agreement (the “Tenth Amendment”), dated as of October 1, 1997 (the “Effective Date”) by and between the City of Chicago, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and Unicom Thermal Technologies, Inc., an Illinois corporation (the “Grantee”), being a wholly-owned subsidiary of Unicom Enterprise which is 100% owned by Unicom Corporation.

WITNESSETH:

          WHEREAS, the City and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994, as heretofore amended (the “Current Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

          WHEREAS, Exhibit 1 to the Current Agreement describes the “Current Distribution Facilities” (as such term is defined in the Current Agreement) for the Grantee’s System; and

          WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the Current Distribution Facilities; and

          WHEREAS, in order to provide increased hydraulic efficiency for the System and to serve a property located at 221 North LaSalle Street, Grantee proposes to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances to be used exclusively in the provision of District Cooling Services and to be located (i) in the City’s public ways in a portion of Dearborn Street from Madison Street to Lake Street, (ii) in the City’s public ways in a portion of LaSalle Street from Wacker Drive to approximately 75 feet North of Lake Street (collectively the “Additional Distribution Facilities”); and

1

          WHEREAS, Grantee desires to amend Exhibits 1 and 2 to the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Amended Exhibits 1 and 2 attached to this Tenth Amendment (the “Amended Exhibits”); and

          WHEREAS, the City wishes further time to consider whether Additional Distribution Facilities are necessary in Dearborn Street from Madison Street to Lake Street in order to improve hydraulic efficiency from the System subject to the imposition of certain conditions.

          WHEREAS, the City Council of the City on September 10, 1997 approved execution of a Tenth Amendment to the Current Agreement in substantially the form of this Tenth Amendment, including the Amended Exhibits (the “Ordinance”); and

          WHEREAS, the City and the Grantee now desire to amend the Current Agreement on the terms and conditions set forth below;

          NOW, THEREFORE,

          It is agreed by the parties hereto as follows:

          Section 1. The above recitals are expressly incorporated herein and made a part of this Tenth Amendment by reference as though fully set forth herein. The capitalized terms not otherwise defined herein shall have the meanings set forth in the Current Agreement.

          Section 2. As of the Effective Date of this Tenth Amendment, the Current Exhibits are conditionally deemed superseded and replaced by the Amended Exhibits, subject in all cases to the conditions set forth in Section 3. It is further represented and confirmed by Grantee that the Additional Distribution Facilities shall be sized for and used solely for the provision of District Cooling Services.

2

          Section 3. Notwithstanding the provisions contained in Section 2 hereof, the Current Exhibits shall not be deemed amended to include, and no Additional Distribution Facilities shall be installed or located in the City’s public ways in Dearborn Street from Madison Street to Lake Street (as described in (i) in the fourth paragraph of the preamble) unless and until, prior to issuance of any permits therefor, further written approval for such Additional Distribution Facilities shall be given by the Commissioner of the Department of the Environment and the Commissioner of the Department of Transportation. Such approval shall be conditioned upon the satisfaction of said Commissioners that, and the extent to which, such Additional Distribution Facilities are necessary to provide reasonably required increased hydraulic efficiency for the System. The Grantee shall provide such data and documentation as such Commissioner shall require in order to reach a conclusion as to such necessity. Prior to receipt of such approval and the issuance of related permits, the Grantee shall only apply for a permit to perform test holes in the portions of the public way described in this Section 3 in such manner and subject to such restrictions as set forth herein and any related test hole permits. Any work conducted or facilities installed beyond the scope of the test hole permits prior to the written approval of the Commissioners for such additional work or facilities shall be deemed a breach of the Current Agreement, as amended hereby.

          Section 4. The Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is employed by Grantee or has a personal financial or economic interest directly or indirectly in this Amendment or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to the Code (Chapter 2-156) (the “Code”). No payment, gratuity or offer of employment shall be

3

made in connection with this Tenth Amendment by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of said Chapter 2-156 shall be voidable as to the City.

          Section 5. Neither the Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, the Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33E-11 (1994 State Bar Edition) and under the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition.

          Section 6. It shall be the duty of the Grantee, all contractors, all consultants, and all officers, directors, agents, partners, and employees of the Grantee to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall inform all its contractors of the provision and require understanding and compliance herewith.

          Section 7. The Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois. The Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.

          Section 8. If the Grantee conducts any business operations in Northern Ireland, it is hereby required that the Grantee make all reasonable and good faith efforts to conduct any such business operations in Northern Ireland in accordance with the MacBride Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 Ill. Laws 3220).

4

          Section 9. Except as expressly modified in this Tenth Amendment, all other terms, covenants and conditions in the Current Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof.

5

          IN WITNESS WHEREOF, the City has caused this Tenth Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written.

	CITY OF CHICAGO
/s/ James J. Laski	By:		/s/ [ILLEGIBLE]
City Clerk		TITLE:	Commissioner of the Department of
			Environment
	By:		/s/ [ILLEGIBLE]
		TITLE:	Director of the
			Department of Revenue
	By:		/s/ [ILLEGIBLE]
		TITLE:	Commissioner of the
			Department of Transportation
Reviewed as to form and legality:
/s/ [ILLEGIBLE]
Assistant Corporation Counsel

ATTEST:	UNICOM THERMAL TECHNOLOGIES, INC.
	By:		/s/ [ILLEGIBLE]
		TITLE:	President

6

EXHIBIT 1

          The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the approved plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact locations of Grantee’s Distribution Facilities.

Production Plant #1:	Northeast corner of South State Street and East Adams Street
Distribution Piping:	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Lake Street including the portions of the Dearborn Street/Madison Street intersection. In Adams Street from LaSalle Street to Michigan Avenue. In Madison Street, from Dearborn Street to the north/south public alley which lies 120 feet west of the west right-of-way line of State Street and in said alley from Madison Street to approximately 40 feet south of Madison Street. In City property at the northwest corner of Carroll Avenue and Dearborn Street.
Production Plant #2:	Northwest corner of South Franklin Street and West Congress Parkway
Distribution Piping:	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street to Jackson Boulevard. Within Franklin Street from Randolph Street to approximately 300 feet south of the south line of West Madison Street. In Jackson Boulevard, from Franklin Street to Dearborn Street. In LaSalle Street, from West Wacker Drive to Van Buren Street. In Washington Boulevard, from LaSalle Street to approximately 300 feet west of Franklin Street.

7

	In Madison Street, from LaSalle Street to Clark Street. In Monroe Street, from LaSalle Street to Clark Street.
	In LaSalle Street Trolley Tunnel, from Lake Street to approximately 50 feet north of West Carroll Avenue. In West Carroll Avenue, from the westerly right of way line of Wells Street to Clark Street, and in addition, the Clark Street/Carroll Avenue and Dearborn Street/Carroll Avenue intersections. In LaSalle Street from West Carroll Avenue to approximately 50 feet north of West Carroll Avenue. Across and under Kinzie Street from the Merchandise Mart to the building commonly known as 400 N. Franklin Street for piping with a maximum trench-width of six (6) feet to be located west of the Franklin Street/Kinzie Street intersection and east of the Orleans Street/Kinzie Street intersection. Across and under Orleans Street from the Merchandise Mart to the Apparel Center for piping with a maximum trench-width of six (6) feet to be located south of the Kinzie Street/Orleans Street intersection and north of the Chicago River.
Production Plant #3:	Northeast corner of Randolph and Columbus Drive (located in the Blue Cross / Blue Shield Building)
Distribution Piping:	In Columbus Drive, from Randolph Street to South Water Street. In South Water Street, from Columbus Drive to Garland Court, from South Water Street to Lake Street. In Lake Street, from Garland Court to LaSalle Street.

          This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend the locations of the Distribution Facilities based on changes

8

in construction conditions. All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

9

EXHIBIT 2

10

[Daley and George, Ltd. Letterhead]

September 17, 1997

BY MESSENGER
Mr. Donald A. Petkus, President
Unicom Thermal Technologies
30 West Monroe Street
Suite 500
Chicago, Illinois 60603

          In re: Tenth Amendment

Dear Don:

          Enclosed please find a certified copy of the Ordinance passed by the Chicago City Council on September 10, 1997 authorizing the execution of the Tenth Amendment. This is an important document and should be retained in your permanent records.

          Continued Best Wishes.

Sincerely,

John J. George

JJG:tc
Enclosure

11

ORDINANCE

          WHEREAS, on the 14th day of September, 1994, the City Council (the “City Council”) of the City of Chicago, Illinois (the “City”) adopted an Ordinance authorizing the City to enter into a “District Cooling System Use Agreement” (the “Original Agreement”) with Unicom Thermal Technologies, Inc. (formerly Northwind, Inc., and referred to herein as “Grantee”), which grants to Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

          WHEREAS, the City and Grantee entered into the Original Agreement as of October 1, 1994; and

          WHEREAS, on the 17th day of May, 1995, the City Council adopted an ordinance authorizing the City to enter into a “First Amendment to District Cooling System Use Agreement” (the “First Amendment”); and

          WHEREAS, the First Amendment is dated as of June 1, 1995; and

          WHEREAS, on the 13th day of July, 1995, the City Council adopted an ordinance authorizing the City to enter into a “Second Amendment to District Cooling System Use Agreement” (the “Second Amendment”); and

          WHEREAS, the Second Amendment is dated as of July 15, 1995; and

          WHEREAS, on the 10th day of January, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Third Amendment to District Cooling System Use Agreement” (the “Third Amendment”); and

          WHEREAS, the Third Amendment is dated as of February 1, 1996; and

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          WHEREAS, on the 6th day of March, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Fourth Amendment to District Cooling System Use Agreement” (the “Fourth Amendment”); and

          WHEREAS, the Fourth Amendment is dated as of April 1, 1996; and

          WHEREAS, on the 16th day of April, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Fifth Amendment to District Cooling System Use Agreement” (the “Fifth Amendment”); and

          WHEREAS, the Fifth Amendment is dated as of October 1, 1996, and

          WHEREAS, on the 30th day of October, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Sixth Amendment to District Cooling System Use Agreement (the “Sixth Amendment”); and

          WHEREAS, the Sixth Amendment is dated as of November 7, 1996; and

          WHEREAS, on the 11th day of December, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Seventh Amendment to District Cooling System Use Agreement” (the “Seventh Amendment”); and

          WHEREAS, the Seventh Amendment is dated as of January 15, 1997; and

          WHEREAS, on the 7th day of February, 1997, the City Council adopted an ordinance authorizing the City to enter into an “Eighth Amendment to District Cooling System Use Agreement” (the “Eighth Amendment”); and

          WHEREAS, the Eighth Amendment is dated as of May 1, 1997; and

          WHEREAS, on the 30th day of July, 1997, the City Council adopted an ordinance authorizing the City to enter into a “Ninth Amendment to District Cooling Use Agreement” (the

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“Ninth Amendment” and collectively with the Original Agreement and all prior Amendments described above, the “Current Agreement”); and

          WHEREAS, the Ninth Amendment is dated as of August 1, 1997; and

          WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and

          WHEREAS, in order to provide increased hydraulic efficiency for the System and to serve a property located at 221 North LaSalle Street, Grantee proposes to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances to be used exclusively in the provision of District Cooling Services (as defined in the Current Agreement) and to be located (i) in the City’s public ways in a portion of Dearborn Street from Madison Street to Lake Street, (ii) in the City’s public ways in a portion of LaSalle Street from West Wacker Drive to approximately 75 feet North of Lake Street (collectively the “Additional Distribution Facilities”); and

          WHEREAS, Grantee desires to amend Exhibits 1 and 2 of the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Amended Exhibits 1 and 2 to be attached to a Tenth Amendment hereinafter referred to (the “Amended Exhibits”); and

          WHEREAS, the City needs further time to consider and determine whether, and to what extent, Additional Distribution Facilities are necessary in Dearborn Street from Madison Street to Lake Street in order to improve hydraulic efficiency for the System, subject to the imposition of certain conditions deemed appropriate by the City, and Grantee will be required to cause to be prepared and submitted to the City such information and documentation as may be

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deemed necessary or appropriate by the City for the City to make its assessment and determination;

     BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:

          SECTION 1: The above recitals are expressly incorporated herein and made a part of this ordinance by reference as though fully set forth herein.

          SECTION 2: Subject to the approval of the Corporation Counsel, the Commissioner of the Department of the Environment, the Commissioner of the Department of Transportation, and the Director of the Department of Revenue are hereby authorized to enter into and execute on behalf of the City, a Tenth Amendment to the District Cooling System Use Agreement (the “Tenth Amendment”) substantially in the form attached hereto as Exhibit A, subject to such changes as shall be approved by the officials executing the same, their execution constituting conclusive evidence of their approval and this City Council’s approval of any such changes or revisions therein from the form of the Tenth Amendment attached hereto (including, but not limited to reduction or elimination of specific routes herein authorized in the interest of public safety or in the public interest); provided, however, that no such change or revision may extend the Additional Distribution Facilities or reduce general compensation paid to the City contrary to the provisions of the Current Agreement as modified by the Tenth Amendment in the form attached hereto without further action of this City Council. Such officials may also negotiate in the Tenth Amendment such additional environmental terms and conditions as shall be deemed desirable by the Commissioner of the City’s Department of the Environment. In addition, such officials may also negotiate in the Tenth Amendment such changes to the insurance terms and conditions set forth in Section 6 of the Current Agreement as shall be deemed desirable by the City’s Risk Manager.

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          SECTION 3: This Ordinance shall be in full force and effect upon its passage and approval.

          SECTION 4: All ordinances and resolutions, or parts thereof, in conflict with this ordinance are, to the extent of such conflict, hereby repealed.

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EXHIBIT A

          This Tenth Amendment to District Cooling System Use Agreement (the “Tenth Amendment”), dated as of    , 1997 (the “Effective Date”) by and between the City of Chicago, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and Unicom Thermal Technologies, Inc., an Illinois corporation (the “Grantee”), being a wholly-owned subsidiary of Unicom Enterprise which is 100% owned by Unicom Corporation.

WITNESSETH:

          WHEREAS, the City and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994, as heretofore amended (the “Current Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

          WHEREAS, Exhibit 1 to the Current Agreement describes the “Current Distribution Facilities” (as such term is defined in the Current Agreement) for the Grantee’s System; and

          WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the Current Distribution Facilities; and

          WHEREAS, in order to provide increased hydraulic efficiency for the System and to serve a property located at 221 North LaSalle Street, Grantee proposes to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances to be used exclusively in the provision of District Cooling Services and to be located (i) in the City’s public ways in a portion of Dearborn Street from Madison Street to Lake Street, (ii) in the

City’s public ways in a portion of LaSalle Street from Wacker Drive to approximately 75 feet north of Lake Street (collectively, the “Additional Distribution Facilities”); and

          WHEREAS, Grantee desires to amend Exhibits 1 and 2 to the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Amended Exhibits 1 and 2 attached to this Tenth Amendment (the “Amended Exhibits”); and

          WHEREAS, the City needs further time to consider and determine whether and to what extent Additional Distribution Facilities are necessary in Dearborn Street from Madison Street to Lake Street in order to improve hydraulic efficiency for the System subject to the imposition of certain conditions.

          WHEREAS, the City Council of the City on    , 1997 approved execution of a Tenth Amendment to the Current Agreement in substantially the form of this Tenth Amendment, including the Amended Exhibits (the “Ordinance”); and

          WHEREAS, the City and the Grantee now desire to amend the Current Agreement on the terms and conditions set forth below;

          NOW, THEREFORE,

          It is agreed by the parties hereto as follows:

          Section 1. The above recitals are expressly incorporated herein and made a part of this Tenth Amendment by reference as though fully set forth herein. The capitalized terms not otherwise defined herein shall have the meanings set forth in the Current Agreement.

          Section 2. As of the Effective Date of this Tenth Amendment, the Current Exhibits are conditionally deemed superseded and replaced by the Amended Exhibits, subject in all cases to the conditions set forth in Section 3. It is further represented and confirmed by

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Grantee that the Additional Distribution Facilities shall be sized for and used solely for the provision of District Cooling Services.

          Section 3. Notwithstanding the provisions contained in Section 2 hereof, the Current Exhibits shall not be deemed amended to include, and no Additional Distribution Facilities shall be installed or located in the City’s public ways in Dearborn Street from Madison Street to Lake Street (as described in (i) in the fourth paragraph of the preamble) unless and until, prior to issuance of any permits therefor, further written approval for such Additional Distribution Facilities shall be given by the Commissioner of the Department of the Environment and the Commissioner of the Department of Transportation. Such approval shall be conditioned upon the satisfaction of said Commissioners that, and the extent to which, such Additional Distribution Facilities are necessary to provide reasonably required increased hydraulic efficiency for the System. The Grantee shall provide such data and documentation as such Commissioner shall require in order to reach a conclusion as to such necessity. Prior to receipt of such approval and the issuance of related permits, the Grantee shall only apply for a permit to perform test holes/test pits in the portions of the public way described in this Section 3 in such manner and subject to such restrictions as set forth herein and any related test hole/test pit permits. Any work conducted or facilities installed beyond the scope of the test hole permits prior to the written approval of the Commissioners for such additional work or facilities shall be deemed a breach of the Current Agreement, as amended hereby.

          Section 4. The Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is employed by Grantee or has a personal financial or economic interest directly or indirectly in this Amendment or any contract or subcontract resulting therefrom or in the privileges to he granted

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hereunder except as may be permitted in writing by the Board of Ethics established pursuant to the Code (Chapter 2-156) (the “Code”). No payment, gratuity or offer of employment shall be made in connection with this Tenth Amendment by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of said Chapter 2-156 shall be voidable as to the City.

          Section 5. Neither the Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, the Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33E-11 (1994 State Bar Edition) and under the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition.

          Section 6. It shall be the duty of the Grantee, all contractors, all consultants, and all officers, directors, agents, partners, and employees of the Grantee to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall inform all its contractors of the provision and require understanding and compliance herewith.

          Section 7. The Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois. The Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.

          Section 8. If the Grantee conducts any business operations in Northern Ireland, it is hereby required that the Grantee make all reasonable and good faith efforts to conduct any

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such business operations in Northern Ireland in accordance with the MacBride Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 Ill. Laws 3220).

          Section 9. Except as expressly modified in this Tenth Amendment, all other terms, covenants and conditions in the Current Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof.

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          IN WITNESS WHEREOF, the City has caused this Tenth Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written.

(SEAL)

	CITY OF CHICAGO
	By:
City Clerk		TITLE:	Commissioner of the Department of
			Environment
	By:
		TITLE:	Director of the
			Department of Revenue
	By:
		TITLE:	Commissioner of the
			Department of Transportation
Reviewed as to form and legality:
Assistant Corporation Counsel
ATTEST:	UNICOM THERMAL TECHNOLOGIES, INC.
	By:
		TITLE:	President

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EXHIBIT 1

          The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the approved plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact locations of Grantee’s Distribution Facilities.

Production Plant #1:	Northeast corner of South State Street and East Adams Street
Distribution Piping:	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Lake Street including the portions of the Dearborn Street/Madison Street intersection. In Adams Street from LaSalle Street to Michigan Avenue. In Madison Street, from Dearborn Street to the north/south public alley which lies 120 feet west of the west right-of-way line of State Street and in said alley from Madison Street to approximately 40 feet south of Madison Street. In City property at the northwest corner of Carroll Avenue and Dearborn Street.
Production Plant #2:	Northwest corner of South Franklin Street and West Congress Parkway
Distribution Piping:	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street to Jackson Boulevard. Within Franklin Street from Randolph Street to approximately 300 feet south of the south line of West Madison Street. In Jackson Boulevard, from Franklin Street to Dearborn Street. In LaSalle Street, from West Wacker Drive to Van Buren Street. In Washington Boulevard, from LaSalle Street to approximately 300 feet west of Franklin Street. In Madison Street, from LaSalle Street to Clark Street. In Monroe Street, from LaSalle Street to Clark Street.
	In LaSalle Street Trolley Tunnel, from Lake Street to approximately 50 feet north of West Carroll Avenue. In West Carroll Avenue, from the westerly right of way line of Wells

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	Street to Clark Street, and in addition, the Clark Street/Carroll Avenue and Dearborn Street/Carroll Avenue intersections. In LaSalle Street from West Carroll Avenue to approximately 50 feet north of West Carroll Avenue. Across and under Kinzie Street from the Merchandise Mart to the building commonly known as 400 N. Franklin Street for piping with a maximum trench-width of six (6) feet to be located west of the Franklin Street/Kinzie Street intersection and east of the Orleans Street/Kinzie Street intersection. Across and under Orleans Street from the Merchandise Mart to the Apparel Center for piping with a maximum trench-width of six (6) feet to be located south of the Kinzie Street/Orleans Street intersection and north of the Chicago River.
Production Plant #3:	Northeast corner of Randolph and Columbus Drive (located in the Blue Cross / Blue Shield Building)
Distribution Piping:	In Columbus Drive, from Randolph Street to South Water Street. In South Water Street, from Columbus Drive to Garland Court, from South Water Street to Lake Street. In Lake Street, from Garland Court to LaSalle Street.

          This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend the locations of the Distribution Facilities based on changes in construction conditions. All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

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EXHIBIT 2

Document No. 097-1994

APPROVED	APPROVED
/s/ [ILLEGIBLE]	/s/ Richard J. Daley
CORPORATE COUNSEL	Mayor
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     This Eleventh Amendment to District Cooling System Use Agreement (the “Eleventh Amendment”), dated as of March 12, 1998 (the “Effective Date”) by and between the City of Chicago, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and Unicom Thermal Technologies, Inc., an Illinois corporation (the “Grantee”), being a wholly-owned subsidiary of Unicom Enterprises which is 100% owned by Unicom Corporation.

WITNESSETH:

     WHEREAS, the City and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994, as heretofore amended (the “Current Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current Distribution Facilities” (as such term is defined in the Current Agreement) for the Grantee’s System; and

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the Current Distribution Facilities; and

     WHEREAS, the Grantee desires to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances to be used exclusively in the provision of District Cooling Services and to be located (i) in the City’s public ways in a portion of South Franklin Street from Jackson Boulevard to approximately 300 feet south of the south line of West Madison Street, (ii) in the City’s public ways in a portion of Monroe Street from South Dearborn Street to the Clark Street intersection (iii) in the City’s Public ways to be located in the Jackson Boulevard/Dearborn Street Intersection and in Dearborn Street from such intersection to 100 feet south of such intersection; (iv) in the City’s Public ways in Garland Court from Wacker Drive to 300 feet north of Wacker Drive; (v) in the lower Carroll Avenue access driveway (but only to the extent permitted by and consistent with City property interests therein) extending from the south line of West Kinzie Street beginning at a point 88 feet east of North Dearborn Street for a distance of approximately 98 feet south and thence generally in a

southwesterly direction for approximately 151 feet to the intersection of lower Carroll Avenue and North Dearborn Street; (vi) in the City’s public ways in Kinzie Street from 75 feet east of Dearborn Street to 75 feet east of State Street; and (vii) in City property to be located in a portion of the former underground trolley tunnel known as the Washington Street Trolley Tunnel (the “Washington Street Trolley Tunnel”) from 300 feet west of Franklin Street to North Water Street (collectively the “Additional Distribution Facilities”); and

     WHEREAS, the Grantee desires to amend Exhibits 1 and 2 to the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Amended Exhibits 1 and 2 attached to this Eleventh Amendment and to delete certain previously authorized routes in Madison Street from LaSalle Street to Clark Street and in Monroe Street from LaSalle Street to Clark Street, which routes were never used by the Grantee and which are no longer deemed by the Grantee to be necessary for the Grantee’s System (the “Amended Exhibits”); and

     WHEREAS, the Current Agreement also needs to be amended to reflect the inclusion of portions of the Washington Street Trolley Tunnel as depicted in Exhibit 3C in the Additional Distribution Facilities as well as the inclusion of certain City property (to the extent of City property interests) at the lower Carroll Street Access driveway as depicted in Exhibit 4; and

     WHEREAS, the City Council of the City on February 5, 1998 approved execution of an Eleventh Amendment to the Current Agreement in substantially the form of this Eleventh Amendment, including the Amended Exhibits (the “Ordinance”); and

     WHEREAS, the City and the Grantee now desire to amend the Current Agreement on the terms and conditions set forth below;

     NOW, THEREFORE,

     It is agreed by the parties hereto as follows:

     Section 1. The above recitals are expressly incorporated herein and made a part of this Eleventh Amendment by reference as though fully set forth herein. The capitalized terms not otherwise defined herein shall have the meanings set forth in the Current Agreement.

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     Section 2. As of the Effective Date of this Eleventh Amendment, the Current Exhibits are conditionally deemed superseded and replaced by the Amended Exhibits, subject in all cases to the conditions set forth in Section 3.

     Section 3. As of the Effective Date of this Eleventh Amendment, the following definitions are added to Section 1 of the Current Agreement (to be deemed inserted in alphabetical order into the Current Agreement):

“Washington Street Trolley Tunnel” shall mean the former street trolley tunnel located under portions of Washington Street between Franklin Street and Clinton Street, including crossing under the Chicago River as shown on Exhibit 3.

“Trolley Tunnels” shall mean collectively the Washington Street Trolley Tunnel and the LaSalle Street Trolley Tunnel. The term Trolley Tunnels shall not be deemed to include any other trolley tunnels unless this Agreement is further amended to include such other such trolley tunnel.

     Section 4. As of the Effective Date of this Eleventh Amendment, the definition of the “Public Ways” in the Current Amendment is hereby amended to read as follows:

“Public Ways” shall mean the surface, the air space above the surface and the area below the surface of any right-of-way and public street and any highway, lane, path, alley, sidewalk, boulevard, drive, bridge, park, parkway, waterway or other public right-of-way including public utility easements or rights-of-way in which the city has jurisdiction, and any temporary or permanent fixtures or improvements located thereon now or hereafter held by the City in which the City holds rights sufficient, without consent of any other party, to permit the Grantee to the use thereof for the purpose of installing or maintaining Grantee’s District Cooling Facilities. The term “Public Ways” shall be deemed not to include the Chicago Freight Tunnels or the Trolley Tunnels or any other tunnels except as specifically referred to herein.

     Section 5. As of the Effective Date of this Eleventh Amendment, the Title to Section 9 to the Current Agreement is changed from “Chicago Freight Tunnels and LaSalle Street Trolley Tunnel” to “Chicago Freight Tunnels, the Trolley Tunnels and other City Property.” As of the

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Effective Date of this Agreement, Exhibit 3 to the Seventh Amendment to the District Cooling System Use Agreement, dated as of January 13, 1997 shall be redesignated as Exhibit 3A to the Current Agreement. As of the Effective Date of this Agreement, Exhibit 3 to the Eighth Amendment to the District Cooling System Use Agreement, dated as of May 1, 1997, shall be redesignated as Exhibit 3B to the Current Agreement.

     Section 6. As of the Effective Date of this Eleventh Amendment, Section 9.2 to the Current Agreement is hereby amended in its entirety, to read as follows:

     “Section 9.2

(A)

Trolley Tunnels. It is acknowledged that the Trolley Tunnels are City-owned property and are unique environments. The Grantee desires to use portions of the Trolley Tunnels to install Distribution Facilities. Nevertheless, for purposes of this Agreement, to the extent any portions of the Trolley Tunnels are included as Additional Distribution Facilities pursuant to this Agreement, all provisions of the Agreement relating to the Public Ways shall be applied to the Trolley Tunnels. Space in the Trolley Tunnels may in the future become a scarce resource. In order to preserve the availability of the Trolley Tunnels for future grantees and permittees, the Grantee may be required to restrict the size or be limited in the approved location of the conduit or facilities the Grantee constructs or installs therein in accordance with permits issued by the Department of Transportation. The City reserves the right to impose additional fees specifically for the use of the Trolley Tunnels or any portion thereof not otherwise described in this Agreement based on the dimensions and nature of the Grantee’s facilities, so long as such fees will he applied in a nondiscriminatory and reasonable fashion to any other similar users.

(B)

Tunnel Agreement Required. Prior to the issuance of permits, the Grantee shall enter in such additional agreements with the City as may be required by the Department of Transportation regarding construction, installation, maintenance, inspection, insurance and other related aspects of use of the Trolley Tunnels or any portions of either of them encompassing one of the Authorized Routes. Any

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	disputes relating to use of any portion of the Trolley Tunnels with present or future users of such Trolley Tunnels shall be resolved to the satisfaction of the Commissioner of the Department of Environment, the Commissioner of the Department of Transportation and other affected City departments.
(C)	No City Obligation. The City will not be obligated to pay any amounts to the Grantee for any cost of preparation, maintenance or improvement to the Trolley Tunnels and the Grantee expressly waives any right to any such contributions. Any use of the Trolley Tunnels shall be solely at the Grantee’s risk and the City shall not be liable in any way therefor.
(D)	Maintenance. The Grantee further agrees to maintain in conjunction with other users those portions of the Trolley Tunnels through which the Grantee’s System is placed or operates, or which is affected directly or indirectly by such operations, and will keep such portions free of hazards to the satisfaction of the City and will keep such portions of the Trolley Tunnels passable for purposes of inspection by City personnel or its designated agents. The Grantee shall provide reasonable cooperation to the City, its designated agents and other users of the Trolley Tunnels for installation, construction, inspection and maintenance and shall not interfere with such activities. The privilege granted herein shall be maintained and used in accordance with this Agreement, any other tunnel agreement to which the Grantee is a party, and any restrictions on the use of the Trolley Tunnels or either of them established by the Commissioner of the Department of Transportation and the Commissioner of the Department of Environment.
(E)	Access to Trolley Tunnels. In connection with the use of portions of the LaSalle Street Trolley Tunnel as set forth in this Section 9.2 and set forth in Exhibit 3A to this Agreement, Grantee is authorized to construct and install portions of its Additional Distribution System in existing City owned access shafts or construct new access shafts penetrating the LaSalle Street Trolley Tunnel and to locate a portion of its Additional Distribution System under portions of a City-owned parking garage located under LaSalle Street all as set forth in Exhibit 3B to this Agreement. In connection with the use of portions of the Washington Street Trolley Tunnel as set forth in Section 9.2 and as set forth in Exhibit 3C to this

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Agreement, Grantee is authorized to construct (not exceeding two) new access shafts penetrating into the Washington Street Trolley Tunnel and located or to be located within the Authorized Routes and, as deemed necessary or appropriate, to operate and maintain the Additional Distribution Facilities therein and thereunder (all access shafts and real property referred to in this Section 9.2(E) being collectively referred to as “Tunnel Access Facilities”); subject, however to obtaining and acting pursuant to any and all City permits required in connection therewith. For purposes of this Agreement, all applicable provisions of the Agreement relating to the Public Ways shall be applied to the Tunnel Access Facilities and the provisions of Sections 9.2(A) through (D) applicable to the Trolley Tunnels shall be applicable to the Tunnel Access Facilities. This Section 9.2(E) is intended to clarify the existing provisions of the Current Agreement and not to provide expanded privileges to Grantee.

(F)

Access to Lower Carroll Avenue Access Driveway. To the extent of and only to the extent of City property rights therein, Grantee is authorized to construct, maintain, install and operate portions of its Additional Distribution System under portions of the lower Carroll Avenue access driveway as shown on Exhibit 4 (“Driveway Facilities”) and, as deemed necessary or appropriate, to operate and maintain the Additional Distribution Facilities therein and thereunder; subject, however to (1) obtaining and acting pursuant to any and all City permits required in connection therewith and (2) to obtaining prior to commencement of any work all necessary consents and property rights, if applicable, of private property owners, if applicable, to such construction, installation, operation and maintenance. For purposes of this Agreement, all applicable provisions of the Agreement relating to the Public Ways shall be applied to the Driveway Facilities (to the extent of City interests therein), including in particular provisions relating to insurance and indemnification.”

     Section 7. As of the Effective Date of this Eleventh Amendment, a new Section 5.1(C) of the Current Agreement is hereby added to read in its entirety as follows:

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“(C) In addition to clauses (A) and (B), the Grantee shall pay a surcharge for use of the portions of the Washington Street Trolley Tunnel authorized by the City to be used for Additional Distribution Facilities sufficient for cost recovery by the City of pro rata costs of inspecting, maintaining, improving and operating the Washington Street Trolley Tunnel, such surcharge to be determined in a nondiscriminatory and reasonable fashion among similar users by the Commissioner of the Department of Transportation and the Commissioner of the Department of the Environment. Such surcharge rate or rates shall be published by said departments on an annual basis and provided to the Grantee and other users of the Washington Street Trolley Tunnel on an annual basis. It is estimated that the initial surcharge for the Grantee for use of the Washington Street Trolley Tunnel for its additional Distribution Facilities as set forth herein in 1998 shall be $40,000 and such sum shall be paid prior to the issuance of any permits for work in the Washington Street Trolley Tunnel. In subsequent years, such surcharge shall be paid within thirty (30) days after notice of the amount thereof has been furnished to the Grantee by the City; provided that in the absence of any such notice by January 30 of any Compensation Year, the Grantee shall pay the amount equal to that paid for the preceding Compensation Year on or before February 15 of such Compensation Year, subject to retroactive adjustment based on actual notice of such surcharge amount for such Compensation Year.”

     Section 8. The Grantee represents that, to the best of its knowledge, no member of the governing body of City and no other official, officer, agent or employee the City is employed by the Grantee or has a personal financial or economic interest directly or indirectly in this Amendment or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to the Municipal Code of Chicago (Chapter 2-156) (the “Code”). No payment, gratuity or offer of employment shall be made in connection with this Eleventh Amendment by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of said Chapter 2-156 shall be voidable as to the City.

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     Section 9. Neither the Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, the Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720ILCS 5/33-11 (1994 State Bar Edition) and under the Illinois Municipal Code, 65 ILCS 5/1-l et seq. (1994 State Bar Edition).

     Section 10. It shall be the duty of the Grantee, all contractors, all consultants, and all officers, directors, agents, partners, and employees of the Grantee to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall inform all its contractors of the provision and require understanding and compliance therewith.

     Section 11. The Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois. The Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.

     Section 12. If the Grantee conducts any business operations in Northern Ireland, it is hereby required that the Grantee make all reasonable and good faith efforts to conduct any such business operations in Northern Ireland in accordance with the MacBride Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 Ill. Laws 3220).

     Section 13. Except as expressly modified in this Eleventh Amendment, all other terms covenants and conditions in the Current Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof.

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IN WITNESS WHEREOF, the City has caused this Eleventh Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written.

(SEAL)

	CITY OF CHICAGO
	By:	/s/ [ILLEGIBLE]
/s/ James J. LaskiCity Clerk	Title:  Commissioner of the Department of Environment
	By:	/s/ [ILLEGIBLE]
	Title:	Director of the Department of
		Revenue
	By:	/s/ [ILLEGIBLE]
	Title:	Commissioner of the
		Department of Transportation
Reviewed as to form
and legality:
/s/ [ILLEGIBLE]
Assistant Corporation Counsel
ATTEST:	UNICOM THERMAL TECHNOLOGIES, INC.
/s/ Mamie Takagi	By:	/s/ [ILLEGIBLE]
	Title:	President

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EXHIBIT 1

     The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the approved plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to the construction and installation in order to obtain permits for construction and installation specifying the exact locations of the Grantee’s Distribution Facilities.

Production Plant #1: Northeast corner of South State Street and East Adams Street

Distribution Piping: In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Lake Street including the portions of the Dearborn Street/Madison Street intersection. In Adams Street from LaSalle Street to Michigan Avenue. In Madison Street, from Dearborn Street to the north/south public alley which lies 120 feet west of the west right-of-way line of State Street and in said alley from Madison Street to approximately 40 feet south of Madison Street. In City property at the northwest corner of Carroll Avenue and Dearborn Street.

Production Plant #2: Northwest corner of South Franklin Street and West Congress Parkway

Distribution Piping:

In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street to Randolph Street. In Jackson Boulevard from Franklin Street to Dearborn Street. In the Jackson Boulevard/Dearborn Street intersection and in Dearborn Street from such intersection to 100 feet south of such intersection. In LaSalle Street, from West Wacker Drive to Van Buren Street. In Washington Boulevard, from LaSalle Street to approximately 300 feet west of Franklin Street. In the Washington Street Trolley Tunnel from 300 feet west of Franklin Street to North Water Street. In Monroe Street, from Dearborn Street to Clark Street.

In LaSalle Street Trolley Tunnel, from Lake Street to approximately 50 feet north of West Carroll Avenue. In West Carroll Avenue, from the westerly right of way line of Wells Street to Clark Street, and in addition, the Clark Street/Carroll Avenue and Dearborn Street/Carroll Avenue intersections. To the extent of City property interests

	therein, in the lower Carroll Avenue access driveway (but only to the extent permitted by and consistent with City property interest therein) extending from the south line of West Kinzie Street beginning at a point 88 feet east of North Dearborn Street for a distance of approximately 98 feet south and thence generally in a southwesterly direction for approximately 151 feet to the intersection of lower Carroll Avenue and North Dearborn Street. In Kinzie Street from 75 feet east of Dearborn Street to 75 feet east of State Street. In LaSalle Street from West Carroll Avenue to approximately 50 feet north of West Carroll Avenue. Across and under Kinzie Street from the Merchandise Mart to the building commonly known as 400 N. Franklin Street for piping with a maximum trench-width of six (6) feet to located west of the Franklin Street/Kinzie Street intersection and east of the Orleans Street/Kinzie Street intersection. Across and under Orleans Street from the Merchandise Mart to the Apparel Center for piping with a maximum trench-width of six (6) feet to be located south of the Kinzie Street/Orleans Street intersection and north of the Chicago River.
Production Plant #3	Northeast corner of Randolph and Columbus Drive (located in the Blue Cross/Blue Shield Building)
Distribution Piping:	In Columbus Drive, from Randolph Street to South Water Street. In South Water Street, from Columbus Drive to Garland Court. In Garland Court from Lake Street to approximately 300 feet north of Wacker Drive. In Lake Street, from Garland Court to LaSalle Street.

     This Exhibit is subject to amendment pursuant to provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend the locations of the Distribution Facilities based on changes in construction conditions. All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

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EXHIBIT 2

Exhibit 3A – Not included (previous Ordinance)
Exhibit 3B – Not included (previous Ordinance)

Exhibit 3C

Washington Street Trolley Tunnel

Exhibit 4

Lower Carroll Avenue Access Driveway

[Letterhead of Daley and George, Ltd.]

February 25, 1998

BY MESSENGER
Mr. Donald Petkus
Unicom Thermal Technologies
30 West Monroe Street
Suite 500
Chicago, Illinois 60603

     In re: Eleventh Amendment to Use Agreement

Dear Mr. Petkus:

     I am enclosing a certified copy of the Eleventh Amendment to Use Agreement passed by the City Council on February 5, 1998.

     This is an important document and should be maintained in your permanent records.

     Please feel tree to contact me if you should have any questions or comments.

	Sincerely,
	John J. George
JJG: pg

STATE OF ILLINOIS,    )
                                         )     SS.
COUNTY OF COOK.     )

I, JAMES J. LASKI, City Clerk of the City of Chicago, in the County of Cook and State of Illinois, DO HEREBY CERTIFY that the annexed and foregoing is a true and correct copy of that certain ordinance authorizing for the execution of Eleventh Amendment to District Cooling System Use Agreement with Unicom Thermal Technologies, Inc. (Formerly Northwind, Inc.); which was passed by the City Council of the City of Chicago at the regular meeting held on the fifth (5th) day of February, A.D., 1998.

I DO FURTHER CERTIFY that the original, of which the foregoing is a true and correct copy, is on file in my office and that I am the lawful custodian of the same.

WITNESS MY HAND and the corporate

seal of the said City of Chicago this twenty-third

(23rd) day of February, A.D., 1998.

JAMES J. LASKI, City Clerk

ORDINANCE

     WHEREAS, on the 14th day of September, 1994, the City Council (the “City Council”) of the City of Chicago, Illinois (the “City”) adopted an Ordinance authorizing the City to enter into a “District Cooling System Use Agreement” (the “Original Agreement”) with Unicom Thermal Technologies, Inc. (formerly Northwind, Inc., and referred to herein as “Grantee”), which grants to Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, the City and Grantee entered into the Original Agreement as of October 1, 1994; and

     WHEREAS, on the 17th day of May, 1995, the City Council adopted an ordinance authorizing the City to enter into a “First Amendment to District Cooling System Use Agreement” (the “First Amendment”); and

     WHEREAS, the First Amendment is dated as of June 1, 1995; and

     WHEREAS, on the 13th day of July, 1995, the City Council adopted an ordinance authorizing the City to enter into a “Second Amendment to District Cooling System Use Agreement” (the “Second Amendment”); and

     WHEREAS, the Second Amendment is dated as of July 15, 1995; and

     WHEREAS, on the 10th day of January, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Third Amendment to District Cooling System Use Agreement” (the “Third Amendment”); and

     WHEREAS, the Third Amendment is dated as of February 1, 1996; and

     WHEREAS, on the 6th day of March, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Fourth Amendment to District Cooling System Use Agreement” (the “Fourth Amendment”); and

     WHEREAS, the Fourth Amendment is dated as of April 1, 1996; and

     WHEREAS, on the 16th day of April, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Fifth Amendment to District Cooling System Use Agreement” (the “Fifth Amendment”); and

     WHEREAS, the Fifth Amendment is dated as of October 1, 1996, and

     WHEREAS, on the 30th day of October, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Sixth Amendment to District Cooling System Use Agreement” (the “Sixth Amendment”); and

     WHEREAS, the Sixth Amendment is dated as of November 7, 1996; and

     WHEREAS, on the 11th day of December, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Seventh Amendment to District Cooling System Use Agreement” (the “Seventh Amendment”); and

     WHEREAS, the Seventh Amendment is dated as of January 15, 1997; and

     WHEREAS, on the 7th day of February, 1997, the City Council adopted an ordinance authorizing the City to enter into an “Eighth Amendment to District Cooling System Use Agreement” (the “Eighth Amendment”); and

     WHEREAS, the Eighth Amendment is dated as of May 1, 1997; and

     WHEREAS, on the 30th day of July, 1997, the City Council adopted and ordinance authorizing the City to enter into a Ninth Amendment to District Cooling System Use Agreement (the “Ninth Amendment”); and

     WHEREAS, the Ninth Amendment is dated as of August 1, 1997; and

     WHEREAS, on the 10th day of September, 1997 the City Council adopted and ordinance authorizing the City to enter into a Tenth Amendment to District Cooling System Use Agreement (the “Tenth Amendment”) (and collectively with the Original Agreement and all prior Amendments described above, the “Current Agreement”); and

     WHEREAS, the Tenth Amendment is dated as of October 1, 1997; and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution Facilities (the “Current Distribution Facilities”) for Grantee’s System’ and

     WHEREAS, Grantee desires to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances in the City’s public ways to be used exclusively in the provision of District Cooling Services (as that term is defined in the Current Agreement) and to be located (i) in the City’s public ways in a portion of South Franklin Street from Jackson Boulevard to approximately 300 feet south of the south line of West Madison Street; (ii) in the City’s public ways in a portion of West Monroe Street from Dearborn Street to the Clark Street intersection; (iii) in the City’s public ways to be located in the Jackson Boulevard/Dearborn Street Intersection and in Dearborn Street from such intersection to 100 feet south of such intersection; (iv) in the City’s public ways in Garland Court from Wacker Drive to 300 feet north of Wacker Drive; (v) in the lower Carroll Avenue access driveway (but only to the extent permitted by and consistent with City property interest therein) extending from the south line of West Kinzie Street beginning at a point 88 feet east of North Dearborn Street for a distance of approximately 98 feet south and thence generally in a southwesterly direction for approximately 151 feet to the intersection of lower Carroll Avenue and North Dearborn Street; (vi) in the City’s public ways in Kinzie Street from 75 feet east of Dearborn Street to 75 feet east of State Street; and (vii) in City property to be located in a portion of the former underground trolley tunnel known as the Washington Street Trolley Tunnel (the “Washington Street Trolley Tunnel”) from 300 feet west of Franklin Street to North Water Street (collectively the “Additional Distribution Facilities”); and

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     WHEREAS, Grantee desires to amend Exhibits 1 and 2 of the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Amended Exhibits 1 and 2 attached hereto, and to delete certain previously authorized routes in Madison Street from LaSalle Street to Clark Street and in Monroe Street from LaSalle Street to Clark Street, which routes were never used by Grantee and which are no longer deemed by Grantee to be necessary for Grantee’s System (the “Amended Exhibits”); and

     WHEREAS, the Current Agreement also needs to be amended to reflect the inclusion of portions of the Washington Street Trolley Tunnel in the Additional Distributions Facilities as well as the inclusion of certain City property (to the extent of City’s property interests) at the lower Carroll Street access driveway; now, therefore,

BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:

     SECTION 1. The above recitals are expressly incorporated herein and made a part of this ordinance by reference as though fully set forth herein.

     SECTION 2. Subject to the approval of the Corporation Counsel, the Commissioner of the Department of the Environment, the Commissioner of the Department of Transportation, and the Director of the Department of Revenue are hereby authorized to enter into and execute on behalf of the City, an Eleventh Amendment to the District Cooling System Use Agreement (the “Eleventh Amendment”) substantially in the form attached hereto as Exhibit A, subject to such changes as shall be approved by the officials executing the same, their execution constituting conclusive evidence of their approval and the City Council’s approval of any such changes or revisions therein from the form of the Eleventh Amendment attached hereto (including but not limited to reduction or elimination of specific routes herein authorized in the interest of public safety); provided, however, that no such change or revision may extend the Additional Distribution Facilities or reduce general compensation paid to the City contrary to the provisions of the Current Agreement as modified by the Eleventh Amendment in the form attached hereto without further action of this City Council. Such officials may also negotiate in the Eleventh Amendment such additional environmental terms and conditions as shall be deemed desirable by the Commissioner of the City Department of Environment. In addition, such officials may also negotiate in the Eleventh Amendment such changes to the insurance terms and conditions set forth in Section 6 of the Current Agreement as shall be deemed desirable by the City’s Risk Manager and together with other City departments, including the Department of General Services, may enter into such additional agreements regarding the use of City property to be used by the Additional Distribution Facilities as such officials may deem necessary and/or appropriate.

     SECTION 3. All ordinances and resolutions, or parts thereof, in conflict with this ordinance are, to the extent of such conflict, hereby repealed.

     SECTION 4. This Ordinance shall be in full force and effect upon its passage and approval.

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EXHIBIT A

     This Eleventh Amendment to District Cooling System Use Agreement (the “Eleventh Amendment”), dated as of    , 1998 (the “Effective Date”) by and between the City of Chicago, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and Unicom Thermal Technologies, Inc., an Illinois corporation (the “Grantee”), being a wholly-owned subsidiary of Unicom Enterprises which is 100% owned by Unicom Corporation.

WITNESSETH:

     WHEREAS, the City and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994, as heretofore amended (the “Current Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current Distribution Facilities” (as such term is defined in the Current Agreement) for the Grantee’s System; and

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the Current Distribution Facilities; and

     WHEREAS, the Grantee desires to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances to be used exclusively in the provision of District Cooling Services and to be located (i) in the City’s public ways in a portion of South Franklin Street from Jackson Boulevard to approximately 300 feet south of the south line of West Madison Street, (ii) in the City’s public ways in a portion of Monroe Street from South Dearborn Street to the Clark Street intersection (iii) in the City’s Public ways to be located in the Jackson Boulevard/Dearborn Street Intersection and in Dearborn Street from such intersection to 100 feet south of such intersection; (iv) in the City’s Public ways in Garland Court from Wacker Drive to 300 feet north of Wacker Drive; (v) in the lower Carroll Avenue access driveway (but only to the extent permitted by and consistent with City property interests therein) extending from the south line of West Kinzie Street beginning at a point 88 feet east of North

Dearborn Street for a distance approximately 98 feet south and thence generally in a southwesterly direction for approximately 151 feet to the intersection of lower Carroll Avenue and North Dearborn Street; (vi) in the City’s public ways in Kinzie Street from 75 feet east of Dearborn Street to 75 feet east of State Street; and (vii) in City property to be located in a portion of the former underground trolley tunnel known as the Washington Street Trolley Tunnel (the “Washington Street Trolley Tunnel”) from 300 feet west of Franklin Street to North Water Street (collectively the “Additional Distribution Facilities”); and

     WHEREAS, the Grantee desires to amend Exhibits 1 aid 2 to the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Amended Exhibits 1 and 2 attached to this Eleventh Amendment and to delete certain previously authorized routes in Madison Street from LaSalle Street to Clark Street and in Monroe Street from LaSalle Street to Clark Street, which routes were never used by the Grantee and which are no longer deemed by the Grantee to be necessary for the Grantee’s System (the “Amended Exhibits”); and

     WHEREAS, the Current Agreement also needs to be amended to reflect the inclusion of portions of the Washington Street Trolley Tunnel as depicted in Exhibit 3C in the Additional Distribution Facilities as well as the inclusion of certain City property (to the extent of City property interests) at the lower Carroll Street Access driveway as depicted in Exhibit 4; and

     WHEREAS, the City Council of the City on February    , 1998 approved execution of an Eleventh Amendment to the Current Agreement in substantially the form of this Eleventh Amendment, including the Amended Exhibits (the “Ordinance”); and

     WHEREAS, the City and the Grantee now desire to amend the Current Agreement on the terms and conditions set forth below;

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     NOW, THEREFORE,

     It is agreed by the parties hereto as follows:

     Section 1. The above recitals are expressly incorporated herein and made a part of this Eleventh Amendment by reference as though fully set forth herein. The capitalized terms not otherwise defined herein shall have the meanings set forth in Current Agreement.

     Section 2. As of the Effective Date of this Eleventh Amendment, the Current Exhibits are conditionally deemed superseded and replaced by the Amended Exhibits, subject in all cases to the conditions set forth in Section 3.

     Section 3. As of the Effective Date of this Eleventh Amendment, the following definitions are added to Section 1 of the Current Agreement (to he deemed inserted in alphabetical order into the Current Agreement):

“Washington Street Trolley Tunnel” shall mean the former street trolley tunnel located under portions of Washington Street between Franklin Street and Clinton Street, including crossing under the Chicago River as shown on Exhibit 3.

“Trolley Tunnels” shall mean collectively the Washington Street Trolley Tunnel and the LaSalle Street Trolley Tunnel. The term Trolley Tunnels shall not be deemed to include any other trolley tunnels unless this Agreement is further amended to include such other such trolley tunnel.

     Section 4. As of the Effective Date of this Eleventh Amendment, the definition of the “Public Ways” in the Current Amendment is hereby amended to read as follows:

“Public Ways” shall mean the surface, the air space above the surface and the area below the surface of any right-of-way and public street and any highway, lane, path, alley, sidewalk, boulevard, drive, bridge, park, parkway, waterway or other public right-of-way including public utility easements or rights-of-way in which the city has jurisdiction, and any temporary or permanent fixtures or improvements located thereon now or hereafter held by the City in which the City holds rights sufficient, without consent of any other party, to permit the Grantee to the use thereof for the purpose of installing or maintaining

3

Grantee’s District Cooling Facilities. The term “Public Ways” shall be deemed not to include the Chicago Freight Tunnels or the Trolley Tunnels or any other tunnels except as specifically referred to herein.

     Section 5. As of the Effective Date of this Eleventh Amendment, the Title to Section 9 to the Current Agreement is changed from “Chicago Freight Tunnels and LaSalle Street Trolley Tunnel” to “Chicago Freight Tunnels, the Trolley Tunnels and other City Property.” As of the Effective Date of this Agreement, Exhibit 3 to the Seventh Amendment to the District Cooling System Use Agreement, dated as of January 15, 1997 shall be redesignated as Exhibit 3A to the Current Agreement. As of the Effective Date of this Agreement, Exhibit 3 to the Eighth Amendment to the District Cooling System Use Agreement, dated as of May 1, 1997, shall be redesignated as Exhibit 3B to the Current Agreement.

     Section 6. As of the Effective Date of this Eleventh Amendment, Section 9.2 to the Current Agreement is hereby amended in its entirety, to read as follows:

     “Section 9.2

(A) Trolley Tunnels. It is acknowledged that the Trolley Tunnels are City-owned property and are unique environments. The Grantee desires to use portions of the Trolley Tunnels to install Distribution Facilities. Nevertheless, for purposes of this Agreement, to the extent any portions of the Trolley Tunnels are included as Additional Distribution Facilities pursuant to this Agreement, all provisions of the Agreement relating to the Public Ways shall be applied to the Trolley Tunnels. Space in the Trolley Tunnels may in the future become a scarce resource. In order to preserve the availability of the Trolley Tunnels for future grantees and permittees, the Grantee may be required to restrict the size or be limited in the approved location of the conduit or facilities the Grantee constructs or installs therein in accordance with permits issued by the Department of Transportation. The City reserves the right to impose additional fees specifically for the use of the Trolley Tunnels or any portion thereof not otherwise described in this Agreement based on the dimensions and nature of the Grantee’s facilities, so long as such

4

	fees will be applied in a nondiscriminatory and reasonable fashion to any other similar users.
(B)	Tunnel Agreement Required. Prior to the issuance of permits, the Grantee shall enter in such additional agreements with the City as may be required by the Department of Transportation regarding construction, installation, maintenance, inspection, insurance and other related aspects of use of the Trolley Tunnels or any portions of either of them encompassing one of the Authorized Routes. Any disputes relating to use of any portion of the Trolley Tunnels with present or future users of such Trolley Tunnels shall be resolved to the satisfaction of the Commissioner of the Department of Environment, the Commissioner of the Department of Transportation and other affected City departments.
(C)	No City Obligation. The City will not be obligated to pay any amounts to the Grantee for any cost of preparation, maintenance or improvement to the Trolley Tunnels and the Grantee expressly waives any right to any such contributions. Any use of the Trolley Tunnels shall be solely at the Grantee’s risk and the City shall not be liable in any way therefor.
(D)	Maintenance. The Grantee further agrees to maintain in conjunction with other users those portions of the Trolley Tunnels through which the Grantee’s System is placed or operates, or which is affected directly or indirectly by such operations, and will keep such portions free of hazards to the satisfaction of the City and will keep such portions of the Trolley Tunnels passable for purposes of inspection by City personnel or its designated agents. The Grantee shall provide reasonable cooperation to the City, its designated agents and other users of the Trolley Tunnels for installation, construction, inspection and maintenance and shall not interfere with such activities. The privilege granted herein shall be maintained and used in accordance with this Agreement, any other tunnel agreement to which the Grantee is a party, and any restrictions on the use of the Trolley Tunnels or either of them established by the Commissioner of the Department of Transportation and the Commissioner of the Department of Environment.

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(E)

Access to Trolley Tunnels. In connection with the use of portions of the LaSalle Street Trolley Tunnel as set forth in this Section 9.2 and set forth in Exhibit 3A to this Agreement, Grantee is authorized to construct and install portions of its Additional Distribution System in existing City owned access shafts or construct new access shafts penetrating the LaSalle Street Trolley Tunnel and to locate a portion of its Additional Distribution System under portions of a City-owned parking garage located under LaSalle Street all as set forth in Exhibit 3B to this Agreement. In connection with the use of portions of the Washington Street Trolley Tunnel as set forth in Section 9.2 and as set forth in Exhibit 3C to this Agreement, Grantee is authorized to construct (not exceeding two) new access shafts penetrating into the Washington Street Trolley Tunnel and located or to be located within the Authorized Routes and, as deemed necessary or appropriate, to operate and maintain the Additional Distribution Facilities therein and thereunder (all access shafts and real property referred to in this Section 9.2(E) being collectively referred to as “Tunnel Access Facilities”); subject, however to obtaining and acting pursuant to any and all City permits required in connection therewith. For purposes of this Agreement, all applicable provisions of the Agreement relating to the Public Ways shall be applied to the Tunnel Access Facilities and the provisions of Sections 9.2(A) through (D) applicable to the Trolley Tunnels shall be applicable to the Tunnel Access Facilities. This Section 9.2(E) is intended to clarify the existing provisions of the Current Agreement and not to provide expanded privileges to Grantee.

(F)

Access to Lower Carroll Avenue Access Driveway. To the extent of and only to the extent of City property rights therein, Grantee is authorized to construct, maintain, install and operate portions of its Additional Distribution System under portions of the lower Carroll Avenue access driveway as shown on Exhibit 4 (“Driveway Facilities”) and, as deemed necessary or appropriate, to operate and maintain the Additional Distribution Facilities therein and thereunder; subject, however to (1) obtaining and acting pursuant to any and all City permits required in connection therewith and (2) to obtaining prior to commencement of any work all necessary consents and property rights, if applicable, of private property

6

owners, if applicable, to such construction, installation, operation and maintenance. For purposes of this Agreement, all applicable provisions of the Agreement relating to the Public Ways shall be applied to the Driveway Facilities (to the extent of City interests therein), including in particular provisions relating to insurance and indemnification.”

     Section 7. As of the Effective Date of this Eleventh Amendment, a new Section 5.1(C) of the Current Agreement is hereby added to read in its entirety as follows:

“(C) In addition to clauses (A) and (B), the Grantee shall pay a surcharge for use of the portions of the Washington Street Trolley Tunnel authorized by the City to be used for Additional Distribution Facilities sufficient for cost recovery by the City of pro rata costs of inspecting, maintaining, improving and operating the Washington Street Trolley Tunnel, such surcharge to be determined in a nondiscriminatory and reasonable fashion among similar users by the Commissioner of the Department of Transportation and the Commissioner of the Department of the Environment. Such surcharge rate or rates shall be published by said departments on an annual basis and provided to the Grantee and other users of the Washington Street Trolley Tunnel on an annual basis. It is estimated that the initial surcharge for the Grantee for use of the Washington Street Trolley Tunnel for its additional Distribution Facilities as set forth herein in 1998 shall be $40,000 and such sum shall be paid prior to the issuance of any permits for work in the Washington Street Trolley Tunnel. In subsequent years, such surcharge shall be paid within thirty (30) days after notice of the amount thereof has been furnished to the Grantee by the City; provided that in the absence of any such notice by January 30 of any Compensation Year, the Grantee shall pay the amount equal to that paid for the preceding Compensation Year on or before February 15 of such Compensation Year, subject to retroactive adjustment based on actual notice of such surcharge amount for such Compensation Year.”

     Section 8. The Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is

7

employed by the Grantee or has a personal financial or economic interest directly or indirectly in this Amendment or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to the Municipal Code of Chicago (Chapter 2-156) (the “Code”). No payment, gratuity or offer of employment shall be made in connection with this Eleventh Amendment by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of said Chapter 2-156 shall be voidable as to the City.

     Section 9. Neither the Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, the Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720ILCS 5/33-11 (1994 State Bar Edition) and under the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition.

     Section 10. It shall be the duty of the Grantee, all contractors, all consultants, and all officers, directors, agents, partners, and employees of the Grantee to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall inform all its contractors of the provision and require understanding and compliance herewith.

     Section 11. The Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois. The Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.

     Section 12. If the Grantee conducts any business operations in Northern Ireland, it is hereby required that the Grantee make all reasonable and good faith efforts to conduct any such business operations in Northern Ireland in accordance with the MacBride Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 Ill. Laws 3220).

8

     Section 13. Except as expressly modified in this Eleventh Amendment, all other terms covenants and conditions in the Current Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof.

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IN WITNESS WHEREOF, the City has caused this Eleventh Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written.

(SEAL)

	CITY OF CHICAGO
	By:
City Clerk	Title:	Commissioner of the Department of Environment
	By:
	Title:	Director of the Department of Revenue
	By:
	Title:	Commissioner of the Department of Transportation
Reviewed as to form and legality:
Assistant Corporation Counsel
ATTEST:	UNICOM THERMAL TECHNOLOGIES, INC.
	By:
	Title:	President

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EXHIBIT 1

     The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the approved plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact locations of the Grantee’s Distribution Facilities.

Production Plant #1: Northeast corner of South State Street and East Adams Street

Distribution Piping: In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Lake Street including the portions of the Dearborn Street/Madison Street intersection. In Adams Street from LaSalle Street to Michigan Avenue. In Madison Street, from Dearborn Street to the north/south public alley which lies 120 feet west of the west right-of-way line of State Street and in said alley from Madison Street to approximately 40 feet south of Madison Street. In City property at the northwest corner of Carroll Avenue and Dearborn Street.

Production Plant #2: Northwest corner of South Franklin Street and West Congress Parkway

Distribution Piping:

In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street to Randolph Street. In Jackson Boulevard from Franklin Street to Dearborn Street. In the Jackson Boulevard/Dearborn Street intersection and in Dearborn Street from such intersection to 100 feet south of such intersection. In LaSalle Street, from West Wacker Drive to Van Buren Street. In Washington Boulevard, from LaSalle Street to approximately 300 feet west of Franklin Street. In the Washington Street Trolley Tunnel from 300 feet west of Franklin Street to North Water Street. In Monroe Street, from Dearborn Street to Clark Street.

In LaSalle Street Trolley Tunnel, from Lake Street to approximately 50 feet north of West Carroll Avenue. In West Carroll Avenue, from the westerly right of way line of Wells Street to Clark Street, and in addition, the Clark Street/Carroll Avenue and Dearborn Street/Carroll Avenue intersections. To the extent of City property interests

therein, in the lower Carroll Avenue access driveway (but only to the extent permitted by and consistent with City property interest therein) extending from the south line of West Kinzie Street beginning at a point 88 feet east of North Dearborn Street for a distance of approximately 98 feet south and thence generally in a southwesterly direction for approximately 151 feet to the intersection of lower Carroll Avenue and North Dearborn Street. In Kinzie Street from 75 feet east of Dearborn Street to 75 feet east of State Street. In LaSalle Street from West Carroll Avenue to approximately 50 feet north of West Carroll Avenue. Across and under Kinzie Street from the Merchandise Mart to the building commonly known as 400 N. Franklin Street for piping with a maximum trench-width of six (6) feet to located west of the Franklin Street/Kinzie Street intersection and east of the Orleans Street/Kinzie Street intersection. Across and under Orleans Street from the Merchandise Mart to the Apparel Center for piping with a maximum trench-width of six (6) feet to be located south of the Kinzie Street/Orleans Street intersection and north of the Chicago River.

Production Plant #3	Northeast corner of Randolph and Columbus Drive (located in the Blue Cross/Blue Shield Building)
Distribution Piping:	In Columbus Drive, from Randolph Street to South Water Street. In South Water Street, from Columbus Drive to Garland Court. In Garland Court from Lake Street to approximately 300 feet north of Wacker Drive. In Lake Street, from Garland Court to LaSalle Street.

     This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend the locations of the Distribution Facilities based on changes in construction conditions. All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

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EXHIBIT 2

Exhibit 3A – Not included (previous Ordinance)
Exhibit 3B – Not included (previous Ordinance)

Exhibit 3C

Washington Street Trolley Tunnel

Exhibit 4

Lower Carroll Avenue Access Driveway

[Insert Letterhead of Daley and George, Ltd]

July 6, 1998

Mr. James Peyton
Unicom Thermal Technologies, Inc.
30 West Monroe/Fifth Floor
Chicago, Illinois 60603

Dear Jim:

          I am enclosing herein a fully executed copy of the 12th Amendment to the District Cooling Use Agreement. After you have reviewed it if you have any questions please call me.

Sincerely.

John J. George

JJG:df
Enclosure
cc: Mr. John Mitola

     This Twelfth Amendment to District Cooling System Use Agreement (the “Twelfth Amendment”), dated as of June 1, 1998 (the “Effective Date”) by and between the City of Chicago, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and Unicom Thermal Technologies, Inc., an Illinois corporation (the “Grantee”), being a wholly-owned subsidiary of Unicom Enterprises which is 100% owned by Unicom Corporation.

WITNESSETH:

     WHEREAS, the City and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994, as heretofore amended (the “Current Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current Distribution Facilities” (as such term is defined in the Current Agreement) for the Grantee’s System; and

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the Current Distribution Facilities; and

     WHEREAS, in order to connect the distribution piping running from the Washington Street Trolley Tunnel to 300 South Riverside Plaza and to serve a property located at 300 South Riverside Plaza, the Grantee proposes to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances to be used exclusively in the provision of District Cooling Services (the “Additional Distribution Facilities”) and to be located on City property consisting of bridges and/or viaducts used as public ways located between Canal Street and the South Branch of the Chicago River in the following locations: West Washington Boulevard, and West Monroe Street, (collectively the “City Bridge Facilities”); and

     WHEREAS, the Grantee desires to amend Exhibits 1 and 2 to the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Amended Exhibits 1 and 2, and to add an Exhibit 5 to reflect the inclusion of portions of the City Bridge Facilities in the Additional Distribution Facilities, each as attached to this Twelfth Amendment (collectively, the “Amended Exhibits”); and

     WHEREAS, the City needs further time to consider and determine whether, and to what extent, the location of the additional Distribution Facilities on the City Bridge Facilities are necessary and create any risk of damage to or impediment to the operation of the City Bridge Facilities; and

     WHEREAS, as part of its System, the Grantee has installed an internal monitoring system, consisting of conduits and fiber optic cables for the purpose of monitoring the System and for internal communications use as shown on Exhibit 6 to this Twelfth Amendment (“Attachment A”); and

     WHEREAS, the Grantee has determined that it has installed monitoring facilities in excess of its present and reasonably anticipated future needs and the Grantee now desires to sell a portion of such facilities; and

     WHEREAS, the Grantee has no desire to become a telecommunications provider pursuant to Chapters 3-75 and 10-30 of the Municipal Code of Chicago; and

     WHEREAS, pursuant to the Current Agreement, the Grantee needs the approval of the City in order to complete the sale of any facilities located in the Public Ways covered under the Agreement to third parties; and

     WHEREAS, the City wishes to encourage the efficient use of infrastructure facilities already located in the City’s Public Ways; and

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     WHEREAS, the Grantee and the City have reached agreement as to the conditions for the sale of the Grantee’s surplus internal monitoring facilities, including the provision of certain facilities to the City; and

     WHEREAS, the City Council of the City on April 29, 1998 approved execution of an Twelfth Amendment to the Current Agreement in substantially the form of this Twelfth Amendment, including the Amended Exhibits (the “Ordinance”); and

     WHEREAS, the City and the Grantee now desire to amend the Current Agreement, subject to the terms and conditions set forth below;

     NOW, THEREFORE,

     It is agreed by the parties hereto as follows:

     Section 1. The above recitals are expressly incorporated herein and made a part of this Twelfth Amendment by reference as though fully set forth herein. The capitalized terms not otherwise defined herein shall have the meanings set forth in the Current Agreement.

     Section 2. As of the Effective Date of this Twelfth Amendment, the Current Exhibits are conditionally deemed superseded and replaced by the Amended Exhibits, subject in all cases to the conditions set forth in Section 4 of this Amendment. Exhibits to the Current Agreement not included in the Current Exhibits remain the same.

     Section 3. As of the Effective Date of this Twelfth Amendment, the following definition is added to Section 1 of the Current Agreement (to be deemed inserted in alphabetical order into the Current Agreement):

“City Bridge Facilities” shall mean only the City property consisting of viaducts and/or bridge facilities located between Canal Street and the South branch of the Chicago River in the following locations: West Washington Boulevard and West Monroe Street, all as

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shown on Exhibit 5. The term “City Bridge Facilities” shall not be deemed to include any other City owned bridge facility, viaduct or related property unless this Agreement is further amended to include such other bridge facility or viaduct or related property.”

     Section 4. As of the Effective Date of this Twelfth Amendment, a new paragraph Section 9.2(G) is added to the Current Agreement, to read as follows:

     “Section 9.2(G)

(G)(1). Subject to Section (G)(2) below, Grantee is authorized to attach onto and to construct, maintain, install and operate portions of its Additional Distribution System on the City Bridge Facilities depicted in Exhibit 5 and, as deemed necessary or appropriate, to operate and maintain the Additional Distribution Facilities thereon; subject, however to (1) obtaining and acting pursuant to any and all City permits required in connection therewith and (2) obtaining, prior to commencement of any work, all necessary consents and property rights, if applicable, of owners of property rights and of governmental entities having jurisdictional authority over the City Bridge Facilities, if any, other than the City, to such construction, installation, operation and maintenance. For purposes of this Agreement, all applicable provisions of the Agreement relating to the Public Ways shall be applied to the City Bridge Facilities, including in particular provisions relating to insurance and indemnification.

G(2). Notwithstanding the provisions contained in Section G(1) hereof, Exhibits 1 and 2 shall not be deemed amended to include the City Bridge Facilities and no Additional Distribution Facilities shall be installed or located on the City Bridge Facilities unless and until, prior to issuance of any permits therefor, further written approval for such Additional Distribution Facilities shall be given by the Commissioner of the Department

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of the Environment and the Commissioner of the Department of Transportation. Such approval shall be conditioned upon the satisfaction of said Commissioner that, and the extent to which, such Additional Distribution Facilities are necessary and their location on the City Bridge Facilities will not create any risk of damage or impediment to the operations of the City Bridge Facilities.”

     Section 5. As of the Effective Date hereof, but subject to Section 6 hereof, the Grantee shall be entitled to sell that portion of its internal monitoring system currently located in the Public Way which is in excess of its present and reasonably anticipated future needs (but not including the City Duct as defined in Section 6) and subject to the Current Agreement to telecommunications providers which are registered and in full compliance with Chapters 3-75 and 10-30 of the Municipal Code of Chicago; provided that Grantee shall not under the Current Agreement, install monitoring facilities (including, but not limited to, duct) after the Effective Date of this Twelfth Amendment in excess of its current and reasonably anticipated future needs; and provided further that the Grantee shall comply with the conditions set forth in Section 6 of this Twelfth Amendment. Moreover, no sale contemplated by this Section 5 shall be deemed authorized unless and until Grantee shall also enter into a conduit use agreement satisfactory to Commissioner of the Department of Transportation providing for the use by the City of the City Duct (as defined in Section 6) and the designation of the City Duct consistent with Section 6 of this Twelfth Amendment. It is agreed by the parties that Section 5 shall represent the sole consideration received by the City in connection with the sales contemplated by this Section 5. Nothing in this Section 6 shall prevent Grantee from independently registering under and complying with the provisions of Chapters 3-75 and 10-30 of the Municipal Code of Chicago as a telecommunications provider.

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     Section 6. As of the Effective Date of this Twelfth Amendment, a new subsection 5.15 shall be added to the Current Agreement to read as follows:

     “Section 5.1.5 Additional Consideration. As further consideration for the permission and authority granted the Grantee by this Agreement (including in particular the Twelfth Amendment), apart from General Compensation set forth in Section 5.1 hereof, Grantee shall provide the City with the following additional rights, privileges and considerations for the official use of the City:

a.	Grantee shall reserve and shall provide, as additional consideration to the City one one-inch (“1”) innerduct or one one-and-one-quarter (“1¼ ”) inch innerduct, as the case may be, (the “City Duct”) dedicated for use by the City along all existing routes (except where Grantee only installed one two-inch duct for internal monitoring as shown in Exhibit 6 attached hereto and made a part hereof) and future routes using the Public Ways and/or other City property where Grantee’s System has been or will be installed.
b.	Grantee shall permit and shall cause any transferee(s) as to its facilities to permit authorized City personnel unrestricted access with reasonable notice to Grantee’s manholes and ducts and any transferee of Grantee’s monitoring system’s manholes and duct for the purpose of installing, maintaining and repairing City telecommunications facilities, including but not limited to fiber optic cables (the “City Fibers”) in the City Duct.
c.	Maintenance. Grantee shall maintain in the same manner as the rest of Grantee’s System and to industry standards the City Duct in its original

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	condition, ordinary wear and tear excepted. The City shall be solely responsible for the maintenance and repair of the City Fibers and for the transmission of signals over the City Fibers and for out of service disruptions. If the City Duct is damaged by casualty, Grantee shall use reasonable efforts to promptly repair the damage or replace the portions of the City Duct and any damage to City fibers so damaged within twenty-four hours of such damage.
d.	Governmental Use Only. It is intended that the City shall use the City Duct and the City Fibers solely for governmental, intergovernmental or public purposes only.
e.	Abandonment by the City and City Continuing Rights. In the event that the City determines the City Duct is no longer necessary for the City’s use, it shall notify Grantee of its intent to abandon the use of the City Duct, or portions thereof, and such abandoned portions shall be disconnected from any City communications network and returned to Grantee at Grantee’s expense. In the event of Grantee’s sale of its facilities containing the City Duct, any such sale shall be subject to the City’s continuing rights to use the City Duct as contemplated in this Section 5.1.5 and to have access to Grantee’s facilities, including manholes, as described in paragraph (b) above.”

     Section 7. The Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is employed by the Grantee or has a personal financial or economic interest directly or indirectly in

7

this Twelfth Amendment or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to (Chapter 2-156) of the Municipal Code of Chicago (the “Code”). No payment, gratuity or offer of employment shall be made in connection with this Twelfth Amendment by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of said Chapter 2-156 shall be voidable as to the City.

     Section 8. Neither the Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, the Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33-11 (1994 State Bar Edition) and under the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition.

     Section 9. It shall be the duty of the Grantee, all contractors, all consultants, and all officers, directors, agents, partners, and employees of the Grantee to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall inform all its contractors of the provision and require understanding and compliance herewith.

     Section 10. The Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois. The Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.

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     Section 11. If the Grantee conducts any business operations in Northern Ireland, it is hereby required that the Grantee make all reasonable and good faith efforts to conduct any such business operations in Northern Ireland in accordance with the MacBride Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 Ill. Laws 3220).

     Section 12. Except as expressly modified in this Twelfth Amendment, all other terms covenants and conditions in the Current Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof.

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     IN WITNESS WHEREOF, the City has caused this Twelfth Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written.

(SEAL)	CITY OF CHICAGO
/s/ James J. Laski	By: /s/ [ILLEGIBLE]
City Clerk	Title:      Commissioner of the
	Department of Environment
	By: /s/ [ILLEGIBLE]
	Title:      Director of the
	Department of Revenue
	By: /s/ [ILLEGIBLE]
	Title:      Commissioner of the
	Department of Transportation
Reviewed as to form and legality:
/s/ [ILLEGIBLE]
Assistant Corporation Counsel
ATTEST:	UNICOM THERMAL TECHNOLOGIES, INC.
/s/ James P. Peyton	By: /s/ [ILLEGIBLE]
	Title:      President

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EXHIBIT 1

     The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and on certain City property and at the approved plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact locations of the Grantee’s Distribution Facilities.

Production Plant #1:	Northeast corner of South State Street and East Adams Street
Distribution Piping:	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Lake Street including the portions of the Dearborn Street/Madison Street intersection. In Adams Street from LaSalle Street to Michigan Avenue. In Madison Street, from Dearborn Street to the north/south public alley which lies 120 feet west of the west right-of-way line of State Street and in said alley from Madison Street to approximately 40 feet south of Madison Street. In City property at the northwest corner of Carroll Avenue and Dearborn Street.
Production Plant #2:	Northwest corner of South Franklin Street and West Congress Parkway
Distribution Piping:	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street to Randolph Street. In Jackson Boulevard from Franklin Street to Dearborn Street. In the Jackson Boulevard/Dearborn Street intersection and in Dearborn Street from such intersection to 100 feet south of such intersection. In LaSalle Street, from West Wacker Drive to Van Buren Street. In Washington Boulevard, from LaSalle Street to approximately 300 feet west of Franklin Street. In the Washington Street Trolley Tunnel from 300 feet west of Franklin Street to North Water Street. On City property consisting of viaducts and/or bridge facilities located between Canal Street and the South Branch of the Chicago River in the following locations: West Washington Boulevard and West Monroe Street. In

	Monroe Street, from Dearborn Street to Clark Street.
	In LaSalle Street Trolley Tunnel from Lake Street to approximately 50 feet north of West Carroll Avenue. In West Carroll Avenue, from the westerly right of way line of Wells Street to Clark Street, and in addition, the Clark Street/Carroll Avenue and Dearborn Street/Carroll Avenue intersections. To the extent of City property interests therein, in the lower Carroll Avenue access driveway (but only to the extent permitted by and consistent with City property interest therein) extending from the south line of West Kinzie Street beginning at a point 88 feet east of North Dearborn Street for a distance of approximately 98 feet south and thence generally in a southwesterly direction for approximately 151 feet to the intersection of lower Carroll Avenue and North Dearborn Street. In Kinzie Street from 75 feet east of Dearborn Street to 75 feet east of State Street. In LaSalle Street from West Carroll Avenue to approximately 50 feet north of West Carroll Avenue. Across and under Kinzie Street from the Merchandise Mart to the building commonly known as 400 N. Franklin Street for piping with a maximum trench-width of six (6) feet to located west of the Franklin Street/Kinzie Street intersection and east of the Orleans Street/Kinzie Street intersection. Across and under Orleans Street from the Merchandise Mart to the Apparel Center for piping with a maximum trench-width of six (6) feet to be located south of the Kinzie Street/Orleans Street intersection and north of the Chicago River.
Product on Plant #3:	Northeast corner of Randolph and Columbus Drive (located in the Blue Cross/Blue Shield Building)
Distribution Piping:	In Columbus Drive, from Randolph Street to South Water Street. In South Water Street, from Columbus Drive to Garland Court. In Garland Court from Lake Street to approximately 300 feet north of Wacker Drive. In Lake Street, from Garland Court to LaSalle Street.

     This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend

the locations of the Distribution Facilities based on changes in construction conditions. All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

Exhibit 2

Exhibit 3A – Not included (previous Ordinance)

Exhibit 3B – Not included (previous Ordinance)

Exhibit 3C – Not included (previous Ordinance)

Exhibit 4 – Not included (previous Ordinances)

Exhibit 5

City Bridge Facilities

Exhibit 6

Grantee’s Current Monitoring system

LAW OFFICES
DALEY AND GEORGE, LTD.
TWO FIRST NATIONAL PLAZA
SUITE 400
20 SOUTH CLARK STREET
CHICAGO, ILLINOIS 60603-1903

MICHAEL DALEY
JOHN J. GEORGE
DENNIS J. AUKSTIK
ROBERT T. OLESZKIEWICZ	TELEPHONE
CAROLYN S. O’GARA	(312) 726-8797
CHRIS A. LEACH	FAX
CATHERINE W. MURNANE	(312) 726-8819
MARK G. VANECKO
RICHARD A. TOTH
WENDY M. MELONE

April 9, 1998

BY MESSENGER
Mr. Donald Petkus
Unicom Thermal Technologies
30 West Monroe Street
Suite 500
Chicago, Illinois 60603

In re:   Twelfth Amendment to District
            Cooling System Use Agreement

Dear Mr. Petkus:

          Enclosed please find a copy of the Ordinance submitted to the Chicago City Council on April 1, 1998 authorizing approval of the Twelfth Amendment to the District Cooling System Use Agreement.

     Please feel free to contact me if you should have any questions.

     Continued Best Wishes.

Sincerely,

John J. George

JJG:tc
Enclosure
cc:     James Peyton
          Francis Duffy

ORDINANCE

     WHEREAS, on the 14th day of September, 1994, the City Council (the “City Council”) of the City of Chicago, Illinois (the “City”) adopted an Ordinance authorizing the City to enter into a “District Cooling System Use Agreement” (the “Original Agreement”) with Unicom Thermal Technologies, Inc. (formerly Northwind, Inc., and referred to herein as “Grantee”), which grants to Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, the City and Grantee entered into the Original Agreement as of October 1, 1994; and

     WHEREAS, on the 17th day of May, 1995, the City Council adopted an ordinance authorizing the City to enter into a “First Amendment to District Cooling System Use Agreement” (the “First Amendment”); and

     WHEREAS, the First Amendment is dated as of June 1, 1995; and

     WHEREAS, on the 13th day of July, 1995, the City Council adopted an ordinance authorizing the City to enter into a “Second Amendment to District Cooling System Use Agreement” (the “Second Amendment”); and

     WHEREAS, the Second Amendment is dated as of July 15, 1995; and

     WHEREAS, on the 10th day of January, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Third Amendment to District Cooling System Use Agreement” (the “Third Amendment”); and

     WHEREAS, the Third Amendment is dated as of February 1, 1996; and

     WHEREAS, on the 6th day of March, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Fourth Amendment to District Cooling System Use Agreement” (the “Fourth Amendment”); and

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     WHEREAS, the Fourth Amendment is dated as of April 1, 1996; and

     WHEREAS, on the 16th day of April, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Fifth Amendment to District Cooling System Use Agreement” (the “Fifth Amendment”); and

     WHEREAS, the Fifth Amendment is dated as of October 1, 1996, and

     WHEREAS, on the 30th day of October, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Sixth Amendment to District Cooling System Use Agreement” (the “Sixth Amendment”); and

     WHEREAS, the Sixth Amendment is dated as of November 7, 1996; and

     WHEREAS, on the 11th day of December, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Seventh Amendment to District Cooling System Use Agreement” (the “Seventh Amendment”); and

     WHEREAS, the Seventh Amendment is dated as of January 15, 1997; and

     WHEREAS, on the 7th day of February, 1997, the City Council adopted an ordinance authorizing the City to enter into an “Eighth Amendment to District Cooling System Use Agreement” (the “Eighth Amendment”); and

     WHEREAS, the Eighth Amendment is dated as of May 1, 1997; and

     WHEREAS, on the 30th day of July, 1997, the City Council adopted an ordinance authorizing the City to enter into a “Ninth Amendment to District Cooling Use Agreement” (the “Ninth Amendment”; and

     WHEREAS, the Ninth Amendment is dated as of August 1, 1997; and

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     WHEREAS, on the 10th of September, 1997, the City Council adopted an ordinance authorizing the City to enter into a “Tenth Amendment to District Cooling Use Agreement” (the “Tenth Amendment”); and

     WHEREAS, the Tenth Amendment is dated as of October 1, 1997;

     WHEREAS, on the 5th day of February, 1998, the City Council adopted an Ordinance authorizing the City to enter into an “Eleventh Amendment to District Cooling Use Agreement” (the “Eleventh Amendment”, and collectively with the Original Agreement and all prior Amendments described above, the “Current Agreement”); and

     WHEREAS, the Eleventh Amendment is dated as of March 12, 1998; and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and

     WHEREAS, in order to connect the distribution piping running from the Washington Street Trolley Tunnel to 300 South Riverside Plaza and to serve a property located at 300 South Riverside Plaza, Grantee proposes to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances (the “Additional Distribution Facilities”) to be used exclusively in the provision of District Cooling Services (as defined in the Current Agreement) and to be located on City property consisting of viaducts and/or bridges located between Canal Street and the South Branch of the Chicago River in the following locations: West Washington Boulevard and West Monroe Street (collectively the “City Bridge Facilities”); and

     WHEREAS, Grantee desires to amend Exhibits 1 and 2 of the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Amended Exhibits 1 and 2, and to add an Exhibit 5 to reflect the inclusion of portions

4

of the City Bridge Facilities in the Additional Distribution Facilities, each to be attached to a Twelfth Amendment hereinafter referred to (the “Amended Exhibits”); and

     WHEREAS, the City needs further time to consider and determine whether and to what extent the location of the Additional Distribution Facilities on the City Bridge Facilities are necessary and create any risk of damage to or impediment to the operation of the City Bridge Facilities, and Grantee will be required to cause to be prepared and submitted to the City such information and documentation as may be deemed necessary or appropriate by the City for the City to make its assessment and determination; and

     WHEREAS, as part of its System, Grantee has installed an internal monitoring system, consisting of conduits and fiber optic cables for the purpose of monitoring the System and for internal communications; and

     WHEREAS, Grantee has determined that it has installed monitoring facilities in excess of its present and reasonably anticipated future needs and desires to sell a portion of such facilities; and

     WHEREAS, Grantee has no desire to become a telecommunications provider pursuant to Sections 3-75 and 10-30 of the Municipal Code of Chicago; and

     WHEREAS, pursuant to the Current Agreement, Grantee needs the approval of the City in order to sell any facilities covered under the Agreement located in the Public Ways to third parties; and

     WHEREAS, the City wishes to encourage the efficient use of infrastructure already located in the City’s Public Ways; and

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     WHEREAS, Grantee and the City have reached agreement as to the conditions for the sale of Grantee’s surplus telecommunications facilities including the provision of certain facilities to the City; now, therefore,

     BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:

     SECTION 1: The above recitals are expressly incorporated herein and made a part of this ordinance by reference as though fully set forth herein.

     SECTION 2: Subject to the approval of the Corporation Counsel, the Commissioner of the Department of the Environment, the Commissioner of the Department of Transportation, and the Director of the Department of Revenue are hereby authorized to enter into and execute on behalf of the City, a Twelfth Amendment to the District Cooling System Use Agreement (the “Twelfth Amendment”) substantially in the form attached hereto as Exhibit A, subject to such changes as shall be approved by the officials executing the same, their execution constituting conclusive evidence of their approval and this City Council’s approval of any such changes or revisions therein from the form of the Twelfth Amendment attached hereto (including, but not limited to reduction or elimination of specific routes or locations herein authorized in the interest of public safety or in the public interest); provided, however, that no such change or revision may extend the Additional Distribution Facilities or reduce general compensation paid to the City contrary to the provisions of the Current Agreement as modified by the Twelfth Amendment in the form attached hereto without further action of this City Council. Such officials may also negotiate in the Twelfth Amendment such additional environmental terms and conditions as shall be deemed desirable by the Commissioner of the City’s Department of the Environment. In addition, such officials may also negotiate in the Twelfth Amendment such changes to the insurance terms and conditions set forth in Section 6 of the Current Agreement as

6

shall be deemed desirable by the City’s Risk Manager. Furthermore, the Commissioner of Transportation is authorized to negotiate and execute in a conduit use agreement setting forth the terms and conditions pursuant to which the City shall use the “City Duct” (as defined in the Twelfth Amendment) pursuant to and consistent with the Twelfth Amendment.

     SECTION 3: All ordinances and resolutions, or parts thereof, in conflict with this ordinance are, to the extent of such conflict, hereby repealed.

     SECTION 4: This Ordinance shall be in full force and effect upon its passage and approval.

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EXHIBIT A

     This Twelfth Amendment to District Cooling System Use Agreement (the “Twelfth Amendment”), dated as of                    , 1998 (the “Effective Date”) by and between the City of Chicago, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and Unicom Thermal Technologies, Inc., an Illinois corporation (the “Grantee”), being a wholly-owned subsidiary of Unicom Enterprises which is 100% owned by Unicom Corporation.

WITNESSETH:

     WHEREAS, the City and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994, as heretofore amended (the “Current Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current Distribution Facilities” (as such term is defined in the Current Agreement) for the Grantee’s System; and

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the Current Distribution Facilities; and

     WHEREAS, in order to connect the distribution piping running from the Washington Street Trolley Tunnel to 300 South Riverside Plaza and to serve a property located at 300 South Riverside Plaza, the Grantee proposes to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances to be used exclusively in the provision of District Cooling Services (the “Additional Distribution Facilities”) and to be located on City property consisting of bridges and/or viaducts located between Canal Street and the South Branch of the Chicago River in the following locations: West Washington Boulevard, and West Monroe Street, (collectively the “City Bridge Facilities”); and

     WHEREAS, the Grantee desires to amend Exhibits 1 and 2 to the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Amended Exhibits 1 and 2, and to add an Exhibit 5 to reflect the inclusion of portions of the City Bridge Facilities in the Additional Distribution Facilities, each as attached to this Twelfth Amendment (collectively, the “Amended Exhibits”); and

     WHEREAS, the City needs further time to consider and determine whether, and to what extent, the location of the additional Distribution Facilities on the City Bridge Facilities are necessary and create any risk of damage to or impediment to the operation of the City Bridge Facilities; and

     WHEREAS, as part of its System, the Grantee has installed an internal monitoring system, consisting of conduits and fiber optic cables for the purpose of monitoring the System and for internal communications as shown on Exhibit 6 to this Twelfth Amendment (“Attachment A”); and

     WHEREAS, the Grantee has determined that it has installed monitoring facilities in excess of its present and reasonably anticipated future needs and the Grantee now desires to sell a portion of such facilities; and

     WHEREAS, the Grantee has no desire to become a telecommunications provider pursuant to Sections 3-75 and 10-30 of the Municipal Code of Chicago; and

     WHEREAS, pursuant to the Current Agreement, the Grantee needs the approval of the City in order to complete the sale of any facilities located in the Public Ways covered under the Agreement to third parties; and

     WHEREAS, the City wishes to encourage the efficient use of infrastructure facilities already located in the City’s Public Ways; and

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     WHEREAS, the Grantee and the City have reached agreement as to the conditions for the sale of the Grantee’s surplus telecommunications facilities, including the provision of certain facilities to the City; and

     WHEREAS, the City Council and the City on                    , 1998 approved execution of an Twelfth Amendment to the Current Agreement in substantially the form of this Twelfth Amendment, including the Amended Exhibits (the “Ordinance”); and

     WHEREAS, the City and the Grantee now desire to amend the Current Agreement, subject to the terms and conditions set forth below;

     NOW, THEREFORE,

     It is agreed by the parties hereto as follows:

     Section 1. The above recitals are expressly incorporated herein and made a part of -his Twelfth Amendment by reference as though fully set forth herein. The capitalized terms not otherwise defined herein shall have the meanings set forth in the Current Agreement.

     Section 2. As of the Effective Date of this Twelfth Amendment, the Current Exhibits are conditionally deemed superseded and replaced by the Amended Exhibits, subject in all cases to the conditions set forth in Section 4 of this Amendment. Exhibits to the Current Agreement not included in the Current Exhibits remain the same.

     Section 3. As of the Effective Date of this Twelfth Amendment, the following definition is added to Section 1 of the Current Agreement (to be deemed inserted in alphabetical order into the Current Agreement):

“City Bridge Facilities” shall mean only the City property consisting of viaducts and/or bridge facilities located between Canal Street and the South branch of the Chicago River in the following locations: West Washington Boulevard and West Monroe Street, all as

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shown on Exhibit 5. The term “City Bridge Facilities” shall not be deemed to include any other City owned bridge facility, viaduct or related property unless this Agreement is further amended to include such other bridge facility or viaduct or related property.”

     Section 4. As of the Effective Date of this Twelfth Amendment, a new paragraph Section 9.2(G) is added to the Current Agreement, to read as follows:

“Section 9.2(G)

(G)(1). Subject to Section (G)(2) below, Grantee is authorized to attach onto and to construct, maintain, install and operate portions of its Additional Distribution System on the City Bridge Facilities depicted in Exhibit 5 and, as deemed necessary or appropriate, to operate and maintain the Additional Distribution Facilities thereon; subject, however to (1) obtaining and acting pursuant to any and all City permits required in connection therewith and (2) obtaining, prior to commencement of any work, all necessary consents and property rights, if applicable, of owners of property rights and of governmental entities having jurisdictional authority over the City Bridge Facilities, if any, other than the City, to such construction, installation, operation and maintenance. For purposes of this Agreement, all applicable provisions of the Agreement relating to the Public Ways shall be applied to the City Bridge Facilities, including in particular provisions relating to insurance and indemnification.

(G)(2). Notwithstanding the provisions contained in Section (G)(2) hereof, Exhibits 1 and 2 shall not be deemed amended to include the City Bridge Facilities and no Additional Distribution Facilities shall be installed or located on the City Bridge Facilities unless and until, prior to issuance of any permits therefor, further written approval for such Additional Distribution Facilities shall be given by the Commissioner

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of the Department of the Environment and the Commissioner of the Department of Transportation. Such approval shall be conditioned upon the satisfaction of said Commissioner that, and the extent to which, such Additional Distribution Facilities are necessary and their location on the City Bridge Facilities will not create any risk of damage or impediment to the operations of the City Bridge Facilities.”

     Section 5. As of the Effective Date hereof, but subject to the Section 6 hereof, the Grantee shall be entitled to sell that portion of its monitoring system currently located in the Public Way which is in excess of its present and reasonably anticipated future needs (but not including the City Duct as defined in Section 6) and subject to the Current Agreement to telecommunications providers which are registered and in full compliance with Sections 3-75 and 10-30 of the Municipal Code of Chicago; provided that Grantee shall not under the Current Agreement, install monitoring facilities (including, but not limited to, duct) after the Effective Date of this Twelfth Amendment in excess of its current and reasonably anticipated future needs; and provided further that the Grantee shall comply with the conditions set forth in Section 6 of this Twelfth Amendment. Moreover, no sale contemplated by this Section 5 shall be deemed authorized unless and until Grantee shall also enter into a conduit use agreement satisfactory to Commissioner of Transportation providing for the use by the City of the City Duct (as defined in Section 6) and the designation of the City Duct consistent with Section 6 of this Twelfth Amendment. It is agreed by the parties that Section 6 shall represent the sole consideration received by the City in connection with the sales contemplated by this Section 5. Nothing in this Section 5 shall prevent Grantee from independently registering under and complying with the provisions of Section 3-75 and 10-30 of the Municipal Code of Chicago as a telecommunications provider.

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     Section 6. As of the Effective Date of this Twelfth Amendment, a new subsection 5.15 shall be added to the Current Agreement to read as follows:

     “Section 5.1.5 Additional Consideration. As further consideration for the permission and authority granted the Grantee by this Agreement (including in particular the Twelfth Amendment), apart from General Compensation set forth in Section 5.1 hereof, Grantee shall provide the City with the following additional rights, privileges and considerations for the official use of the City:

a.	Grantee shall reserve and shall provide, as additional consideration to the City one one-inch innerduct (the “City Duct”) dedicated for use by the City along all existing routes (except where Grantee only installed one two-inch duct for internal monitoring as shown in Exhibit 6 attached hereto and made a part hereof) and future routes using the Public Ways where Grantee’s System has been or will be installed.
b.	Grantee shall permit and shall cause any transferee(s) as to its facilities to permit authorized City personnel unrestricted access with reasonable notice to Grantee’s manholes and ducts and any transferee of Grantee’s monitoring system’s manholes and duct for the purpose of installing, maintaining and repairing City telecommunications facilities, including but not limited to fiber optic cables (the “City Fibers”) in the City Duct.
c.	Maintenance. Grantee shall maintain in the same manner as the rest of Grantee’s System, and to industry standards the City Duct in its original condition, ordinary wear and tear excepted. The City shall be solely responsible for the maintenance of the City Fibers and for the transmission

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	of signals over the City Fibers and for out of service disruptions. If the City Duct is damaged by casualty, Grantee shall use reasonable efforts to promptly repair the damage or replace the portions of the City Duct so damaged within twenty-four hours of such damage.
d.	Governmental Use Only. It is intended that the City shall use the City Duct and the City Fibers solely for governmental, intergovernmental or public purposes only.
e.	Abandonment by the City and City Continuing Rights. In the event that the City determines the City Duct is no longer necessary for the City’s use, it shall notify Grantee of its intent to abandon the use of the City Duct, or portions thereof, and such abandoned portions shall be disconnected from any City communications network and returned to Grantee at Grantee’s expense. In the event of Grantee’s sale of its facilities containing the City Duct, any such sale shall be subject to the City’s continuing rights to use the City Duct as contemplated in this Section 5.1.5 and to have access to Grantee’s facilities, including manholes, as described in paragraph (b) above.”

     Section 7. The Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is employed by the Grantee or has a personal financial or economic interest directly or indirectly in this Twelfth Amendment or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to (Chapter 2-156) of the Municipal Code of Chicago (the “Code”). No payment,

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gratuity or offer of employment shall be made in connection with this Twelfth Amendment by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of said Chapter 2-156 shall be voidable as to the City.

     Section 8. Neither the Grantee nor its contractors shall be in violation of the provisions or Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, the Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33-11 (1994 State Bar Edition) and under the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition).

     Section 9. It shall be the duty of the Grantee, all contractors, all consultants, and all officers, directors, agents, partners, and employees of the Grantee to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall inform all its contractors of the provision and require understanding and compliance herewith.

     Section 10. The Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois. The Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.

     Section 11. If the Grantee conducts any business operations in Northern Ireland, it is hereby required that the Grantee make all reasonable and good faith efforts to conduct any such business operations in Northern Ireland in accordance with the MacBride Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 Ill. Laws 3220).

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     Section 12. Except as expressly modified in this Twelfth Amendment, all other terms covenants and conditions in the Current Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof.

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     IN WITNESS WHEREOF, the City has caused this Twelfth Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written.

(SEAL)

	CITY OF CHICAGO
	By:
City Clerk	Title:	Commissioner of the
		Department of Environment
	By:
	Title:	Director of the Department
		of Revenue
	By:
	Title:	Commissioner of the
		Department of Transportation
Reviewed as to form and legality:
Assistant Corporation Counsel
ATTEST:	UNICOM THERMAL TECHNOLOGIES, INC.
	By:
	Title:	President

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EXHIBIT 1

     The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the approved plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact locations of the Grantee’s Distribution Facilities.

Production Plant #1: Northeast corner of South State Street and East Adams Street

Distribution Piping:	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Lake Street including the portions of the Dearborn Street/Madison Street intersection. In Adams Street from LaSalle Street to Michigan Avenue. In Madison Street, from Dearborn Street to the north/south public alley which lies 120 feet west of the west right-of-way line of State Street and in said alley from Madison Street to approximately 40 feet south of Madison Street. In City property at the northwest corner of Carroll Avenue and Dearborn Street.
Production Plant #2: Northwest corner of South Franklin Street and West Congress Parkway
Distribution Piping:	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street to Randolph Street. In Jackson Boulevard from Franklin Street to Dearborn Street. In the Jackson Boulevard/Dearborn Street intersection and in Dearborn Street from such intersection to 100 feet south of such intersection. In LaSalle Street, from West Wacker Drive to Van Buren Street. In Washington Boulevard, from LaSalle Street to approximately 300 feet west of Franklin Street. In the Washington Street Trolley Tunnel from 300 feet west of Franklin Street to North Water Street. On City property consisting of viaducts and/or bridge facilities located between Canal Street and the South Branch of the Chicago River in the following

	locations: West Washington Boulevard and West Monroe Street. In Monroe Street, from Dearborn Street to Clark Street.
	In LaSalle Street Trolley Tunnel, from Lake Street to approximately 50 feet north of West Carroll Avenue. In West Carroll Avenue, from the westerly right of way line of Wells Street to Clark Street, and in addition, the Clark Street/Carroll Avenue and Dearborn Street/Carroll Avenue intersections. To the extent of City property interests therein, in the lower Carroll Avenue access driveway (but only to the extent permitted by and consistent with City property interest therein) extending from the south line of West Kinzie Street beginning at a point 88 feet east of North Dearborn Street for a distance of approximately 98 feet south and thence generally in a southwesterly direction for approximately 151 feet to the intersection of lower Carroll Avenue and North Dearborn Street. In Kinzie Street from 75 feet east of Dearborn Street to 75 feet east of State Street. In LaSalle Street from West Carroll Avenue to approximately 50 feet north of West Carroll Avenue. Across and under Kinzie Street from the Merchandise Mart to the building commonly known as 400 N. Franklin Street for piping with a maximum trench-width of six (6) feet to located west of the Franklin Street/Kinzie Street intersection and east of the Orleans Street/Kinzie Street intersection. Across and under Orleans Street from the Merchandise Mart to the Apparel Center for piping with a maximum trench-width of six (6) feet to be located south of the Kinzie Street/Orleans Street intersection and north of the Chicago River.
Production Plant #3	Northeast corner of Randolph and Columbus Drive (located in the Blue Cross/Blue Shield Building)
Distribution Piping:	In Columbus Drive, from Randolph Street to South Water Street. In South Water Street, from Columbus Drive to Garland Court. In Garland Court from Lake Street to approximately 300 feet north of Wacker Drive. In Lake Street, from Garland Court to LaSalle Street.

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     This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend the locations of the Distribution Facilities based on changes in construction conditions. All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

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Exhibit 2

Exhibit 3A – Not included (previous Ordinance)

Exhibit 3B – Not included (previous Ordinance)

Exhibit 3C – Not included (previous Ordinance)

Exhibit 4 – Not included (previous Ordinances)

Exhibit 5

City Bridge Facilities

Exhibit 6

Grantee’s Current Monitoring System

LAW OFFICES
DALEY AND GEORGE, LTD.
TWO FIRST NATIONAL PLAZA
SUITE 400
20 SOUTH CLARK STREET
CHICAGO, ILLINOIS 60603-1903

MICHAEL DALEY
JOHN J. GEORGE
DENNIS J. AUKSTIK	TELEPHONE
ROBERT T. OLESZKIEWICZ	(312) 726-8797
CHRIS A. LEACH	FAX
CATHERINE W. MURANE	(312) 726-8819
MARK G. VANECKO
RICHARD A. TOTH
WENDY M. MELONE

May 19, 1998

BY MESSENGER

Mr. James Peyton
Unicom Thermal Technologies, Inc.
30 West Monroe/Fifth Floor
Chicago, Illinois 60603

Dear Jim:

          Enclosed herein is the certified copy of the Twelfth Amendment to the District Cooling System Use Agreement between Unicom Thermal Technologies, Inc. and the City of Chicago. After you have reviewed it if you have any questions please call me.

Sincerely,

John J. George

JJG:df
Enclosure
cc: Mr. Don Petkus

STATE OF ILLINOIS,	)
	)	SS.
COUNTY OF COOK.	)

I, JAMES J. LASKI, City Clerk of the City of Chicago, in the County of Cook and State of Illinois, DO HEREBY CERTIFY that the annexed and foregoing is a true and correct copy of that certain ordinance authorizing for the execution of the twelfth amendment to District Cooling System Use Agreement with Unicom Thermal Technologies, Inc. (Formerly Northwind, Inc.); which was passed by the City Council of the City of Chicago at the regular meeting held on the twenty-ninth (29th) day of April, A.D., 1998.

I DO FURTHER CERTIFY that the original, of which the foregoing is a true and correct copy, is on file in my office and that I am the lawful custodian of the same.

     WITNESS MY HAND and the corporate seal of the said City of Chicago this eighteenth (18th) day of May, A.D., 1998.

     JAMES J. LASKI, City Clerk

ORDINANCE

     WHEREAS, on the 14th day of September, 1994, the City Council (the “City Council”) of the City of Chicago, Illinois (the “City”) adopted an Ordinance authorizing the City to enter into a “District Cooling System Use Agreement” (the “Original Agreement”) with Unicom Thermal Technologies, Inc. (formerly Northwind, Inc., and referred to herein as “Grantee”), which grants to Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, the City and Grantee entered into the Original Agreement as of October 1, 1994; and

     WHEREAS, on the 17th day of May, 1995, the City Council adopted an ordinance authorizing the City to enter into a “First Amendment to District Cooling System Use Agreement” (the “First Amendment”); and

     WHEREAS, the First Amendment is dated as of June 1, 1995; and

     WHEREAS, on the 13th day of July, 1995, the City Council adopted an ordinance authorizing the City to enter into a “Second Amendment to District Cooling System Use Agreement” (the “Second Amendment”); and

     WHEREAS, the Second Amendment is dated as of July 15, 1995; and

     WHEREAS, on the 10th day of January, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Third Amendment to District Cooling System Use Agreement” (the “Third Amendment”); and

     WHEREAS, the Third Amendment is dated as of February 1, 1996; and

     WHEREAS, on the 6th day of March, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Fourth Amendment to District Cooling System Use Agreement” (the “Fourth Amendment”); and

     WHEREAS, the Fourth Amendment is dated as of April 1, 1996; and

     WHEREAS, on the 16th day of April, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Fifth Amendment to District Cooling System Use Agreement” (the “Fifth Amendment”); and

     WHEREAS, the Fifth Amendment is dated as of October 1, 1996, and

     WHEREAS, on the 30th day of October, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Sixth Amendment to District Cooling System Use Agreement” (the “Sixth Amendment”); and

     WHEREAS, the Sixth Amendment is dated as of November 7, 1996; and

     WHEREAS, on the 11th day of December, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Seventh Amendment to District Cooling System Use Agreement” (the “Seventh Amendment”); and

     WHEREAS, the Seventh Amendment is dated as of January 15, 1997; and

     WHEREAS, on the 7th day of February, 1997, the City Council adopted an ordinance authorizing the City to enter into an “Eighth Amendment to District Cooling System Use Agreement” (the “Eighth Amendment”); and

     WHEREAS, the Eighth Amendment is dated as of May 1, 1997; and

     WHEREAS, on the 30th day of July, 1997, the City Council adopted an ordinance authorizing the City to enter into a “Ninth Amendment to District Cooling Use Agreement” (the “Ninth Amendment”; and

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     WHEREAS, the Ninth Amendment is dated as of August 1, 1997; and

     WHEREAS, on the 10th of September, 1997, the City Council adopted an ordinance authorizing the City to enter into a “Tenth Amendment to District Cooling Use Agreement” (the “Tenth Amendment”); and

     WHEREAS, the Tenth Amendment is dated as of October 1, 1997;

     WHEREAS, on the 5th day of February, 1998, the City Council adopted an Ordinance authorizing the City to enter into an “Eleventh Amendment to District Cooling Use Agreement” (the “Eleventh Amendment”, and collectively with the Original Agreement and all prior Amendments described above, the “Current Agreement”); and

     WHEREAS, the Eleventh Amendment is dated as of March 12, 1998; and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and

     WHEREAS, in order to connect the distribution piping running from the Washington Street Trolley Tunnel to 300 South Riverside Plaza and to serve a property located at 300 South Riverside Plaza, Grantee proposes to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances (the “Additional Distribution Facilities”) to be used exclusively in the provision of District Cooling Services (as defined in the Current Agreement) and to be located on City property consisting of viaducts and/or bridges located between Canal Street and the South Branch of the Chicago River in the following locations: West Washington Boulevard and West Monroe Street (collectively the “City Bridge Facilities”); and

     WHEREAS, Grantee desires to amend Exhibits 1 and 2 of the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and

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depicted in Amended Exhibits 1 and 2, and to add an Exhibit 5 to reflect the inclusion of portions of the City Bridge Facilities in the Additional Distribution Facilities, each to be attached to a Twelfth Amendment hereinafter referred to (the “Amended Exhibits”); and

     WHEREAS, the City needs further time to consider and determine whether and to what extent the location of the Additional Distribution Facilities on the City Bridge Facilities are necessary and create any risk of damage to or impediment to the operation of the City Bridge Facilities, and Grantee will be required to cause to be prepared and submitted to the City such information and documentation as may be deemed necessary or appropriate by the City for the City to make its assessment and determination; and

     WHEREAS, as part of its System, Grantee has installed an internal monitoring system, consisting of conduits and fiber optic cables for the purpose of monitoring the System and for internal communications; and

     WHEREAS, Grantee has determined that it has installed monitoring facilities in excess of its present and reasonably anticipated future needs and desires to sell a portion of such facilities; and

     WHEREAS, Grantee has no desire to become a telecommunications provider pursuant to Sections 3-75 and 10-30 of the Municipal Code of Chicago; and

     WHEREAS, pursuant to the Current Agreement, Grantee needs the approval of the City in order to sell any facilities covered under the Agreement located in the Public Ways to third parties; and

     WHEREAS, the City wishes to encourage the efficient use of infrastructure already located in the City’s Public Ways; and

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     WHEREAS, Grantee and the City have reached agreement as to the conditions for the sale of Grantee’s surplus telecommunications facilities including the provision of certain facilities to the City; now, therefore,

     BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:

     SECTION 1: The above recitals are expressly incorporated herein and made a part of this ordinance by reference as though fully set forth herein.

     SECTION 2: Subject to the approval of the Corporation Counsel, the Commissioner of the Department of the Environment, the Commissioner of the Department of Transportation, and the Director of the Department of Revenue are hereby authorized to enter into and execute on behalf of the City, a Twelfth Amendment to the District Cooling System Use Agreement (the “Twelfth Amendment”) substantially in the form attached hereto as Exhibit A, subject to such changes as shall be approved by the officials executing the same, their execution constituting conclusive evidence of their approval and this City Council’s approval of any such changes or revisions therein from the form of the Twelfth Amendment attached hereto (including, but not limited to reduction or elimination of specific routes or locations herein authorized in the interest of public safety or in the public interest); provided, however, that no such change or revision may extend the Additional Distribution Facilities or reduce general compensation paid to the City contrary to the provisions of the Current Agreement as modified by the Twelfth Amendment in the form attached hereto without further action of this City Council. Such officials may also negotiate in the Twelfth Amendment such additional environmental terms and conditions as shall be deemed desirable by the Commissioner of the City’s Department of the Environment. In addition, such officials may also negotiate in the Twelfth Amendment such changes to the insurance terms and conditions set forth in Section 6 of the Current Agreement as

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shall be deemed desirable by the City’s Risk Manager. Furthermore, the Commissioner of Transportation is authorized to negotiate and execute in a conduit use agreement setting forth the terms and conditions pursuant to which the City shall use the “City Duct” (as defined in the Twelfth Amendment) pursuant to and consistent with the Twelfth Amendment.

     SECTION 3: All ordinances and resolutions, or parts thereof, in conflict with this ordinance are, to the extent of such conflict, hereby repealed.

     SECTION 4: This Ordinance shall be in full force and effect upon its passage and approval.

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ORDINANCE

     WHEREAS, on the 14th day of September, 1994, the City Council (the “City Council”) of the City of Chicago, Illinois (the “City”) adopted an Ordinance authorizing the City to enter into a “District Cooling System Use Agreement” (the “Original Agreement”) with Unicom Thermal Technologies, Inc. (formerly Northwind, Inc., and referred to herein as “Grantee”), which grants to Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, the City and Grantee entered into the Original Agreement as of October 1, 1994; and

     WHEREAS, on the 17th day of May, 1995, the City Council adopted an ordinance authorizing the City to enter into a “First Amendment to District Cooling System Use Agreement” (the “First Amendment”); and

     WHEREAS, the First Amendment is dated as of June 1, 1995; and

     WHEREAS, on the 13th day of July, 1995, the City Council adopted an ordinance authorizing the City to enter into a “Second Amendment to District Cooling System Use Agreement” (the “Second Amendment”); and

     WHEREAS, the Second Amendment is dated as of July 15, 1995; and

     WHEREAS, on the 10th day of January, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Third Amendment to District Cooling System Use Agreement” (the “Third Amendment”); and

     WHEREAS, the Third Amendment is dated as of February 1, 1996; and

     WHEREAS, on the 6th day of March, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Fourth Amendment to District Cooling System Use Agreement” (the “Fourth Amendment”); and

     WHEREAS, the Fourth Amendment is dated as of April 1, 1996; and

     WHEREAS, on the 16th day of April, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Fifth Amendment to District Cooling System Use Agreement” (the “Fifth Amendment”); and

     WHEREAS, the Fifth Amendment is dated as of October 1, 1996, and

     WHEREAS, on the 30th day of October, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Sixth Amendment to District Cooling System Use Agreement” (the “Sixth Amendment”); and

     WHEREAS, the Sixth Amendment is dated as of November 7, 1996; and

     WHEREAS, on the 11th day of December, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Seventh Amendment to District Cooling System Use Agreement” (the “Seventh Amendment”); and

     WHEREAS, the Seventh Amendment is dated as of January 15, 1997; and

     WHEREAS, on the 7th day of February, 1997, the City Council adopted an ordinance authorizing the City to enter into an “Eighth Amendment to District Cooling System Use Agreement” (the “Eighth Amendment”); and

     WHEREAS, the Eighth Amendment is dated as of May 1, 1997; and

     WHEREAS, on the 30th day of July, 1997, the City Council adopted an ordinance authorizing the City to enter into a “Ninth Amendment to District Cooling Use Agreement” (the “Ninth Amendment”; and

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     WHEREAS, the Ninth Amendment is dated as of August 1, 1997; and

     WHEREAS, on the 10th of September, 1997, the City Council adopted an ordinance authorizing the City to enter into a “Tenth Amendment to District Cooling Use Agreement” (the “Tenth Amendment”); and

     WHEREAS, the Tenth Amendment is dated as of October 1, 1997;

     WHEREAS, on the 5th day of February, 1998, the City Council adopted an Ordinance authorizing the City to enter into an “Eleventh Amendment to District Cooling Use Agreement” (the “Eleventh Amendment”, and collectively with the Original Agreement and all prior Amendments described above, the “Current Agreement”); and

     WHEREAS, the Eleventh Amendment is dated as of March 12, 1998; and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Distribution Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and

     WHEREAS, in order to connect the distribution piping running from the Washington Street Trolley Tunnel to 300 South Riverside Plaza and to serve a property located at 300 South Riverside Plaza, Grantee proposes to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances (the “Additional Distribution Facilities”) to be used exclusively in the provision of District Cooling Services (as defined in the Current Agreement) and to be located on City property consisting of viaducts and/or bridges located between Canal Street and the South Branch of the Chicago River in the following locations: West Washington Boulevard and West Monroe Street (collectively the “City Bridge Facilities”); and

     WHEREAS, Grantee desires to amend Exhibits 1 and 2 of the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and

3

depicted in Amended Exhibits 1 and 2, and to add an Exhibit 5 to reflect the inclusion of portions of the City Bridge Facilities in the Additional Distribution Facilities, each to be attached to a Twelfth Amendment hereinafter referred to (the “Amended Exhibits”); and

     WHEREAS, the City needs further time to consider and determine whether and to what extent the location of the Additional Distribution Facilities on the City Bridge Facilities are necessary and create any risk of damage to or impediment to the operation of the City Bridge Facilities, and Grantee will be required to cause to be prepared and submitted to the City such information and documentation as may be deemed necessary or appropriate by the City for the City to make its assessment and determination; and

     WHEREAS, as part of its System, Grantee has installed an internal monitoring system, consisting of conduits and fiber optic cables for the purpose of monitoring the System and for internal communications; and

     WHEREAS, Grantee has determined that it has installed monitoring facilities in excess of its present and reasonably anticipated future needs and desires to sell a portion of such facilities; and

     WHEREAS, Grantee has no desire to become a telecommunications provider pursuant to Sections 3-75 and 10-30 of the Municipal Code of Chicago; and

     WHEREAS, pursuant to the Current Agreement, Grantee needs the approval of the City in order to sell any facilities covered under the Agreement located in the Public Ways to third parties; and

     WHEREAS, the City wishes to encourage the efficient use of infrastructure already located in the City’s Public Ways; and

4

     WHEREAS, Grantee and the City have reached agreement as to the conditions for the sale of Grantee’s surplus telecommunications facilities including the provision of certain facilities to the City; now, therefore,

     BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:

     SECTION 1: The above recitals are expressly incorporated herein and made a part of this ordinance by reference as though fully set forth herein.

     SECTION 2: Subject to the approval of the Corporation Counsel, the Commissioner of the Department of the Environment, the Commissioner of the Department of Transportation, and the Director of the Department of Revenue are hereby authorized to enter into and execute on behalf of the City, a Twelfth Amendment to the District Cooling System Use Agreement (the “Twelfth Amendment”) substantially in the form attached hereto as Exhibit A, subject to such changes as shall be approved by the officials executing the same, their execution constituting conclusive evidence of their approval and this City Council’s approval of any such changes or revisions therein from the form of the Twelfth Amendment attached hereto (including, but not limited to reduction or elimination of specific routes or locations herein authorized in the interest of public safety or in the public interest); provided, however, that no such change or revision may extend the Additional Distribution Facilities or reduce general compensation paid to the City contrary to the provisions of the Current Agreement as modified by the Twelfth Amendment in the form attached hereto without further action of this City Council. Such officials may also negotiate in the Twelfth Amendment such additional environmental terms and conditions as shall be deemed desirable by the Commissioner of the City’s Department of the Environment. In addition, such officials may also negotiate in the Twelfth Amendment such changes to the insurance terms and conditions set forth in Section 6 of the Current Agreement as

5

shall be deemed desirable by the City’s Risk Manager. Furthermore, the Commissioner of Transportation is authorized to negotiate and execute in a conduit use agreement setting forth the terms and conditions pursuant to which the City shall use the “City Duct” (as defined in the Twelfth Amendment) pursuant to and consistent with the Twelfth Amendment.

     SECTION 3: All ordinances and resolutions, or parts thereof, in conflict with this ordinance are, to the extent of such conflict, hereby repealed.

     SECTION 4: This Ordinance shall be in full force and effect upon its passage and approval.

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EXHIBIT A

     This Twelfth Amendment to District Cooling System Use Agreement (the “Twelfth Amendment”), dated as of          , 1998 (the “Effective Date”) by and between the City of Chicago, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and Unicom Thermal Technologies, Inc., an Illinois corporation (the “Grantee”), being a wholly-owned subsidiary of Unicom Enterprises which is 100% owned by Unicom Corporation.

WITNESSETH:

     WHEREAS, the City and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994, as heretofore amended (the “Current Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current Distribution Facilities” (as such term is defined in the Current Agreement) for the Grantee’s System; and

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the Current Distribution Facilities; and

     WHEREAS, in order to connect the distribution piping running from the Washington Street Trolley Tunnel to 300 South Riverside Plaza and to serve a property located at 300 South Riverside Plaza, the Grantee proposes to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances to be used exclusively in the provision of District Cooling Services (the “Additional Distribution Facilities”) and to be located on City property consisting of bridges and/or viaducts located between Canal Street and the

South Branch of the Chicago River in the following locations: West Washington Boulevard, and West Monroe Street, (collectively the “City Bridge Facilities”) ; and

     WHEREAS, the Grantee desires to amend Exhibits 1 and 2 to the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Amended Exhibits 1 and 2, and to add an Exhibit 5 to reflect the inclusion of portions of the City Bridge Facilities in the Additional Distribution Facilities, each as attached to this Twelfth Amendment (collectively, the “Amended Exhibits”); and

     WHEREAS, the City needs further time to consider and determine whether, and to what extent, the location of the additional Distribution Facilities on the City Bridge Facilities are necessary and create any risk of damage to or impediment to the operation of the City Bridge Facilities; and

     WHEREAS, as part of its System, the Grantee has installed an internal monitoring system, consisting of conduits and fiber optic cables for the purpose of monitoring the System and for internal communications as shown on Exhibit 6 to this Twelfth Amendment (“Attachment A”); and

     WHEREAS, the Grantee has determined that it has installed monitoring facilities in excess of its present and reasonably anticipated future needs and the Grantee now desires to sell a portion of such facilities; and

     WHEREAS, the Grantee has no desire to become a telecommunications provider pursuant to Sections 3-75 and 10-30 of the Municipal Code of Chicago; and

     WHEREAS, pursuant to the Current Agreement, the Grantee needs the approval of the City in order to complete the sale of any facilities located in the Public Ways covered under the Agreement to third parties; and

2

     WHEREAS, the City wishes to encourage the efficient use of infrastructure facilities already located in the City’s Public Ways; and

     WHEREAS, the Grantee and the City have reached agreement as to the conditions for the sale of the Grantee’s surplus telecommunications facilities, including the provision of certain facilities to the City; and

     WHEREAS, the City Council of the City on            , 1998 approved execution of an Twelfth Amendment to the Current Agreement in substantially the form of this Twelfth Amendment, including the Amended Exhibits (the “Ordinance”); and

     WHEREAS, the City and the Grantee now desire to amend the Current Agreement, subject to the terms and conditions set forth below;

     NOW, THEREFORE,

     It is agreed by the parties hereto as follows:

     Section 1. The above recitals are expressly incorporated herein and made a part of this Twelfth Amendment by reference as though fully set forth herein. The capitalized terms not otherwise defined herein shall have the meanings set forth in the Current Agreement.

     Section 2. As of the Effective Date of this Twelfth Amendment, the Current Exhibits are conditionally deemed superseded and replaced by the Amended Exhibits, subject in all cases to the conditions set forth in Section 4 of this Amendment. Exhibits to the Current Agreement not included in the Current Exhibits remain the same.

     Section 3. As of the Effective Date of this Twelfth Amendment, the following definition is added to Section 1 of the Current Agreement (to be deemed inserted in alphabetical order into the Current Agreement):

3

“City Bridge Facilities” shall mean only the City property consisting of viaducts and/or bridge facilities located between Canal Street and the South branch of the Chicago River in the following locations: West Washington Boulevard and West Monroe Street, all as shown on Exhibit 5. The term “City Bridge Facilities” shall not be deemed to include any other City owned bridge facility, viaduct or related property unless this Agreement is further amended to include such other bridge facility or viaduct or related property.”

     Section 4. As of the Effective Date of this Twelfth Amendment, a new paragraph Section 9.2(G) is added to the Current Agreement, to read as follows:

“Section 9.2(G)

(G) (1). Subject to Section (G) (2) below, Grantee is authorized to attach onto and to construct, maintain, install and operate portions of its Additional Distribution System on the City Bridge Facilities depicted in Exhibit 5 and, as deemed necessary or appropriate, to operate and maintain the Additional Distribution Facilities thereon; subject, however to (1) obtaining and acting pursuant to any and all City permits required in connection therewith and (2) obtaining, prior to commencement of any work, all necessary consents and property rights, if applicable, of owners of property rights and of governmental entities having jurisdictional authority over the City Bridge Facilities, if any, other than the City, to such construction, installation, operation and maintenance. For purposes of this Agreement, all applicable provisions of the Agreement relating to the Public Ways shall be applied to the City Bridge Facilities, including in particular provisions relating to insurance and indemnification.

G(2). Notwithstanding the provisions contained in Section G(1) hereof, Exhibits 1 and 2 shall not be deemed amended to include the City Bridge Facilities and no Additional

4

Distribution Facilities shall be installed or located on the City Bridge Facilities unless and until, prior to issuance of any permits therefor, further written approval for such Additional Distribution Facilities shall be given by the Commissioner of the Department of the Environment and the Commissioner of the Department of Transportation. Such approval shall be conditioned upon the satisfaction of said Commissioner that, and the extent to which, such Additional Distribution Facilities are necessary and their location or the City Bridge Facilities will not create any risk of damage or impediment to the operations of the City Bridge Facilities.”

     Section 5. As of the Effective Date hereof, but subject to Section 6 hereof, the Grantee shall be entitled to sell that portion of its monitoring system currently located in the Public Way which is in excess of its present and reasonably anticipated future needs (but not including the City Duct as defined in Section 6) and subject to the Current Agreement to telecommunications providers which are registered and in full compliance with Sections 3-75 and 10-30 of the Municipal Code of Chicago; provided that Grantee shall not under the Current Agreement, install monitoring facilities (including, but not limited to, duct) after the Effective Date of this Twelfth Amendment in excess of its current and reasonably anticipated future needs; and provided further that the Grantee shall comply with the conditions set forth in Section 6 of this Twelfth Amendment. Moreover, no sale contemplated by this Section 5 shall be deemed authorized unless and until Grantee shall also enter into a conduit use agreement satisfactory to Commissioner of Transportation providing for the use by the City of the City Duct (as defined in Section 6) and the designation of the City Duct consistent with Section 6 of this Twelfth Amendment. It is agreed by the parties that Section 6 shall represent the sole consideration received by the City in connection with the sales contemplated by this Section 5. Nothing in this

5

Section 5 shall prevent Grantee from independently registering under and complying with the provisions of Section 3-75 and 10-30 of the Municipal Code of Chicago as a telecommunications provider.

     Section 6. As of the Effective Date of this Twelfth Amendment, a new subsection 5.15 shall be added to the Current Agreement to read as follows:

     “Section 5.1.5 Additional Consideration. As further consideration for the permission and authority granted the Grantee by this Agreement (including in particular the Twelfth Amendment), apart from General Compensation set forth in Section 5.1 hereof, Grantee shall provide the City with the following additional rights, privileges and considerations for the official use of the City:

a.

Grantee shall reserve and shall provide, as additional consideration to the City one one-inch innerduct (the “City Duct”) dedicated for use by the City along all existing routes (except where Grantee only installed one two-inch duct for internal monitoring as shown in Exhibit 6 attached hereto and made a part hereof) and future routes using the Public Ways where Grantee’s System has been or will be installed.

b.

Grantee shall permit and shall cause any transferee(s) as to its facilities to permit authorized City personnel unrestricted access with reasonable notice to Grantee’s manholes and ducts and any transferee of Grantee’s monitoring system’s manholes and duct for the purpose of installing, maintaining and repairing City telecommunications facilities, including but not limited to fiber optic cables (the “City Fibers”) in the City Duct.

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c.	Maintenance. Grantee shall maintain in the same manner as the rest of Grantee’s System and to industry standards the City Duct in its original condition, ordinary wear and tear excepted. The City shall be solely responsible for the maintenance of the City Fibers and for the transmission of signals over the City Fibers and for out of service disruptions. If the City Duct is damaged by casualty, Grantee shall use reasonable efforts to promptly repair the damage or replace the portions of the City Duct so damaged within twenty-four hours of such damage.
d.	Governmental Use Only. It is intended that the City shall use the City Duct and the City Fibers solely for governmental, intergovernmental or public purposes only.
e.	Abandonment by the City and City Continuing Rights. In the event that the City determines the City Duct is no longer necessary for the City’s use, it shall notify Grantee of its intent to abandon the use of the City Duct, or portions thereof, and such abandoned portions shall be disconnected from any City communications network and returned to Grantee at Grantee’s expense. In the event of Grantee’s sale of its facilities containing the City Duct, any such sale shall be subject to the City’s continuing rights to use the City Duct as contemplated in this Section 5.1.5 and to have access to Grantee’s facilities, including manholes, as described in paragraph (b) above.”

     Section 7. The Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is

7

employed by the Grantee or has a personal financial or economic interest directly or indirectly in this Twelfth Amendment or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to (Chapter 2-156) of the Municipal Code of Chicago (the “Code”). No payment, gratuity or offer of employment shall be made in connection with this Twelfth Amendment by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of said Chapter 2-156 shall be voidable as to the City.

     Section 8. Neither the Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, the Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33-11 (1994 State Bar Edition) and under the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition.

     Section 9. It shall be the duty of the Grantee, all contractors, all consultants, and all officers, directors, agents, partners, and employees of the Grantee to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall inform all its contractors of the provision and require understanding and compliance herewith.

     Section 10. The Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois. The Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.

8

     Section 11. If the Grantee conducts any business operations in Northern Ireland, it is hereby required that the Grantee make all reasonable and good faith efforts to conduct any such business operations in Northern Ireland in accordance with the MacBride Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 Ill. Laws 3220).

     Section 12. Except as expressly modified in this Twelfth Amendment, all other terms covenants and conditions in the Current Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof.

9

     IN WITNESS WHEREOF, the City has caused this Twelfth Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written.

(SEAL)

	CITY OF CHICAGO
	By:
City Clerk	Title:	Commissioner of the
		Department of Environment
	By:
	Title:	Director of the Department
		of Revenue
	By:
	Title:	Commissioner of the
		Department of Transportation
Reviewed as to form and legality:
Assistant Corporation Counsel
ATTEST:	UNICOM THERMAL TECHNOLOGIES, INC.
	By:
	Title:	President

10

(SUB)

EXHIBIT 1

     The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the approved plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact locations of the Grantee’s Distribution Facilities.

Production Plant #1: Northeast corner of South State Street and East Adams Streets
Distribution Piping:	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Lake Street including the portions of the Dearborn Street/Madison Street intersection. In Adams Street from LaSalle Street to Michigan Avenue. In Madison Street, from Dearborn Street to the north/south public alley which lies 120 feet west of the west right-of-way line of State Street and in said alley from Madison Street to approximately 40 feet south of Madison Street. In City property at the northwest corner of Carroll Avenue and Dearborn Street.
Production Plant #2: Northwest corner of South Franklin Street and West Congress Parkway
Distribution Piping:	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street to Randolph Street. In Jackson Boulevard from Franklin Street to Dearborn Street. In the Jackson Boulevard/Dearborn Street intersection and in Dearborn Street from such intersection to 100 feet south of such intersection. In LaSalle Street, from West Wacker Drive to Van Buren Street. In Washington Boulevard, from LaSalle Street to approximately 300 feet west of Franklin Street. In the Washington Street Trolley Tunnel from 300 feet west of Franklin Street to North Water Street. On City property consisting of viaducts and/or bridge

	facilities located between Canal Street and the South Branch of the Chicago River in the following locations: West Washington Boulevard and West Monroe Street. In Monroe Street, from Dearborn Street to Clark Street.
	In LaSalle Street Trolley Tunnel, from Lake Street to approximately 50 feet north of West Carroll Avenue. In West Carroll Avenue, from the westerly right of way line of Wells Street to Clark Street, and in addition, the Clark Street/Carroll Avenue and Dearborn Street/Carroll Avenue intersections. To the extent of City property interests therein, in the lower Carroll Avenue access driveway (but only to the extent permitted by and consistent with City property interest therein) extending from the south line of West Kinzie Street beginning at a point 88 feet east of North Dearborn Street for a distance of approximately 98 feet south and thence generally in a southwesterly direction for approximately 151 feet to the intersection of lower Carroll Avenue and North Dearborn Street. In Kinzie Street from 75 feet east of Dearborn Street to 75 feet east of State Street. In LaSalle Street from West Carroll Avenue to approximately 50 feet north of West Carroll Avenue. Across and under Kinzie Street from the Merchandise Mart to the building commonly known as 400 N. Franklin Street for piping with a maximum trench-width of six (6) feet to located west of the Franklin Street/Kinzie Street intersection and east of the Orleans Street/Kinzie Street intersection. Across and under Orleans Street from the Merchandise Mart to the Apparel Center for piping with a maximum trench-width of six (6) feet to be located south of the Kinzie Street/Orleans Street intersection and north of the Chicago River.
Production Plant #3	Northeast corner of Randolph and Columbus Drive (located in the Blue Cross/Blue Shield Building)
Distribution Piping:	In Columbus Drive, from Randolph Street to South Water Street. In South Water Street, from Columbus Drive to Garland Court. In Garland Court from Lake Street to approximately 300 feet north of Wacker Drive. In Lake Street, from Garland Court to LaSalle Street.

     This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend the locations of the Distribution Facilities based on changes in construction conditions. All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

Exhibit 2

Exhibit 3A - Not included (previous Ordinance)

Exhibit 3B - Not included (previous Ordinance)

Exhibit 3C - Not included (previous Ordinance)

Exhibit 4 - Not included (previous Ordinances)

Exhibit 5

City Bridge Facilities

Exhibit 6

Grantee’s Current Monitoring System

[Letterhead of

Daley and George, Ltd.]

November 2, 1998

BY MESSENGER
Mr. Frank Duffy
Unicom Thermal Technologies
30 West Monroe Street
Suite 500
Chicago, Illinois 60603

          In re: Thirteenth Amendment

Dear Mr. Duffy:

          Enclosed please find three (3) certified copies of the Ordinance passed by the Chicago City Council on October 7, 1998 authorizing the 13^th Amendment.

Sincerely,

John J. George

JJG:te
Enclosure

[Letterhead of

Daley and George, Ltd.]

November 4, 1998

BY MESSENGER
Mr. Frank Duffy
Unicom Thermal Technologies
30 West Monroe Street
Suite 500
Chicago, Illinois 60603

          In re: Thirteenth Amendment

Dear Mr. Duffy:

          Enclosed please find the fully-executed Thirteenth Amendment to District Cooling System Use Agreement.

          This is an important document and should be retained in your permanent corporate records.

          Please feel free to contact me if you should have any questions.

Sincerely,

John T. George

JJG:te
Enclosure

     This Thirteenth Amendment to District Cooling System Use Agreement (the “Thirteenth Amendment”), dated as of October 8, 1998 (the “Effective Date”) by and between the City of Chicago, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and Unicom Thermal Technologies, Inc., an Illinois corporation (the “Grantee”), being wholly-owned subsidiary of UT Holdings, Inc. being a wholly-owned subsidiary of Unicom Enterprises, Inc., which is 100% owned by Unicom Corporation.

WITNESSETH

     WHEREAS, the City and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994 (the “Original Agreement”), as heretofore amended (the “Current Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current Distribution Facilities” (as such term is defined in the Current Agreement) for the Grantee’s System; and

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the Current Distribution Facilities; and

     WHEREAS, the Grantee intends to expand the Third Plant (as defined in the Current Agreement) from an existing capacity of 7,800 tons/hour to a maximum capacity of 24,208 tons/hour (the “Third Plant Expansion”); and

     WHEREAS, the Grantee also desires to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances to be used exclusively in the provision of District Cooling Services and to be located in the City’s public

ways in the following: (i) in a portion of Kinzie Street from 75 feet east of Dearborn Street to Dearborn Street; (ii) in a portion of Dearborn Street from Kinzie Street to Ontario Street, (iii) in a portion of Ontario Street from Dearborn Street to Wabash Avenue; (iv) in a portion of Wabash Avenue from Grand Avenue to Erie Street; (v) in a portion of Erie Street from Wabash Avenue to Rush Street; (vi) in a portion of Grand Avenue from Wabash Avenue to 25 feet east of Michigan Avenue; (vii) in a portion of Rush Street from Erie Street to Superior Street (collectively the “Additional Distribution Facilities”); and

     WHEREAS, the Grantee desires to amend Exhibits 1 and 2 to the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Amended Exhibits 1 and 2, each as attached to this Thirteenth Amendment (collectively, the “Amended Exhibits”); and

     WHEREAS, the City Council of the City on October 7, 1998, 1998 approved execution of an Thirteenth Amendment to the Current Agreement in substantially the form of this Thirteenth Amendment, including the Amended Exhibits (the “Ordinance”); and

     WHEREAS, the City and the Grantee now desire to amend the Current Agreement, subject to the terms and conditions set forth below;

     NOW, THEREFORE,

     It is agreed by the parties hereto as follows:

     Section 1. The above recitals are expressly incorporated herein and made a part of this Thirteenth Amendment by reference as though fully set forth herein. The capitalized terms not otherwise defined herein shall have the meanings set forth in the Current Agreement.

     Section 2. As of the Effective Date of this Thirteenth Amendment, the Current Exhibits are conditionally deemed superseded and replaced by the Amended Exhibits, subject in all cases

2

to the conditions set forth in Section 3 of this Amendment. The inclusion of the Third Plant Expansion in the System is deemed approved; subject, however to (1) obtaining and acting pursuant to any and all City permits required in connection therewith and (2) to obtaining prior to commencement of any work all necessary consents and property rights, if applicable, of private property owners, if applicable, to such construction, installation, operation and maintenance. Exhibits to the Current Agreement not included in the Current Exhibits remain the same.

     Section 3. As of the Effective Date of this Thirteenth Amendment, pursuant to Section 7.12(b) of this Current Agreement, Section 5.1 of the Current Agreement is hereby amended in its entirety to read as follows:

“Section 5.1 General Compensation.

Grantee agrees to pay the City as General Compensation during each Compensation year for the use of the Public Ways throughout the duration of this Agreement (subject to the City’s rights of adjustment set forth in Section 2.3 and Section 7.12 hereof) a sum equal to the General Compensation as set forth below: The General Compensation during the Compensation Year ending December 31, 1995 shall be the greater of $50,000 or two percent (2%) of Grantee’s Total Gross Billings. The General Compensation during the Compensation Year ending December 31, 1996 shall be the greater of $140,000 or two percent (2%) of Grantee’s Total Gross Billings. The General Compensation during the Compensation Year ending December 31, 1997 shall be the greater of $320,000 or two percent (2%) of Grantee’s Total Gross Billings (including for 1997 and all future Compensation Years amounts generated by the Third Plant). For the 1998 Compensation Year, the General Compensation fees shall be the greater of

3

$320,000, or 2% of Total Gross Billings. For the 1999 Compensation Year, the General Compensation shall be the greater of $406,000 or two percent (2%) of Total Gross Billings (including for 1999 and all future Compensation Years amounts generated by the Third Plant Expansion). For each Compensation Year beginning with the 2000 Compensation Year, the General Compensation fee shall be two percent (2%) of Total Gross Billings; but in no case shall the General Compensation for any Compensation Year beginning with 2000 be less than $406,000. Each rate of compensation in the Compensation Years beginning with 1999 shall be adjusted for the rate of inflation during the preceding Compensation Year pursuant to the Consumer Price Index for Urban Affairs. All rates of compensation set forth in this paragraph are subject to the City’s right of adjustment set forth in Section 2.3 and Section 7.12 hereof, as applicable.”

     Section 4. The Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is employed by the Grantee or has a personal financial or economic interest directly or indirectly in this Thirteenth Amendment or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to (Chapter 2-156) of the Municipal Code of Chicago (the “Code”). No payment, gratuity or offer of employment shall be made in connection with this Thirteenth Amendment by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of said Chapter 2-156 shall be voidable as to the City.

4

     Section 5. Neither the Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, the Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33-11 (1994 State Bar Edition) and under the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition.)

     Section 6. It shall be the duty of the Grantee, all contractors, all consultants, and all officers, directors, agents, partners, and employees of the Grantee to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall inform all its contractors of the provision and require understanding and compliance herewith.

     Section 7. The Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois. The Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.

     Section 8. If the Grantee conducts any business operations in Northern Ireland, it is hereby required that the Grantee make all reasonable and good faith efforts to conduct any such business operations in Northern Ireland in accordance with the MacBride Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 Ill. Laws 3220).

     Section 9. Except as expressly modified in this Thirteenth Amendment, all other terms covenants and conditions in the Current Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof.

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     IN WITNESS WHEREOF, the City has caused this Thirteenth Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written.

(SEAL)

	CITY OF CHICAGO
/s/ James J. Laski
City Clerk	By: Title:	/s/ [ILLEGIBLE] 1st Deputy Commissioner of the Department of Environment
	By:	/s/ [ILLEGIBLE]
	Title:	Director of the Department of Revenue
	By:	/s/ [ILLEGIBLE]
	Title:	Commissioner of the Department of Transportation
Reviewed as to form
and legality:
/s/ [ILLEGIBLE] Assistant Corporation Counsel
ATTEST:	UNICOM THERMAL TECHNOLOGIES, INC.
/s/ James P. Peyton Ass’t Secretary	By: Title:	/s/ [ILLEGIBLE] Vice President and General Manager

6

EXHIBIT 1

     The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the approved plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an ongoing basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact locations of the Grantee’s Distribution Facilities.

Production Plant #1:

Northeast corner of South State Street and East Adams Street

Distribution Piping:

In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Lake Street including the portions of the Dearborn Street/Madison Street intersection. In Adams Street from LaSalle Street to Michigan Avenue. In Madison Street, from Dearborn Street to the north/south public alley which lies 120 feet west of the west right-of-way line of State Street and in said alley from Madison Street to approximately 40 feet south of Madison Street. In City property at the northwest corner of Carroll Avenue and Dearborn Street.

Production Plant #2: Northwest corner of South Franklin Street and West Congress Parkway

Distribution Piping: In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street to Randolph Street. In Jackson Boulevard from Franklin Street to Dearborn Street. In the Jackson Boulevard/Dearborn Street intersection and in Dearborn Street from such intersection to 100 feet south of such intersection. In LaSalle Street, from West Wacker Drive to Van Buren Street. In Washington Boulevard, from LaSalle Street to approximately 300 feet west of Franklin Street. In the Washington Street Trolley Tunnel from 300 feet west of Franklin Street to North Water Street. On City property consisting of viaducts and/or bridge facilities located between Canal Street and the South Branch of the Chicago River in the following locations: West Washington Boulevard and West Monroe Street. In

	Monroe Street, from Dearborn Street to Clark Street.
Production Plant #3	Northeast corner of Randolph and Columbus Drive (located in the Blue Cross/Blue Shield Building).
Distribution Piping:	In Columbus Drive, from Randolph Street to South Water Street. In South Water Street, from Columbus Drive to Garland Court. In Garland Court from Lake Street to approximately 300 feet north of Wacker Drive. In Lake Street, from Garland Court to LaSalle Street. In LaSalle Street Trolley Tunnel, from Lake Street to approximately 50 feet north of West Carroll Avenue. In West Carroll Avenue, from the westerly right of way line of Wells Street to Clark Street, and in addition, the Clark Street/Carroll Avenue and Dearborn Street/Carroll Avenue intersections. To the extent of City property interests therein, in the lower Carroll Avenue access driveway (but only to the extent permitted by and consistent with City property interest therein) extending from the south line of West Kinzie Street beginning at a point 88 feet east of North Dearborn Street for a distance of approximately 98 feet south and thence generally in a southwesterly direction for approximately 151 feet to the intersection of lower Carroll Avenue and North Dearborn Street. In Kinzie Street from 75 feet east of Dearborn Street to 75 feet east of State Street. In LaSalle Street from West Carroll Avenue to approximately 50 feet north of West Carroll Avenue. Across and under Kinze Street from the Merchandise Mart to the building commonly known as 400 N. Franklin Street for piping with a maximum trench-width of six (6) feet to located west of the Franklin Street/ Kinzie Street intersection and east of the Orleans Street/Kinzie Street intersection. Across and under Orleans Street from the Merchandise Mart to the Apparel Center for piping with a maximum trench-width of six (6) feet to be located south of the Kinzie Street/Orleans Street intersection and north of the Chicago River.
	In a portion of Kinzie Street from 75 feet east of Dearborn to Dearborn Street. In Dearborn Street from Kinzie Street to Ontario Street. In Ontario Street from Dearborn Street to Wabash Avenue. In Wabash Avenue from Grand Avenue to Erie Street. In Erie Street from Wabash Avenue to Rush Street. In Grand Avenue from Wabash Avenue to 25 feet east of Michigan Avenue. In Rush Street from Erie Street to Superior Street.

     This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate

8

new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend the locations of the Distribution Facilities based on changes in construction conditions. All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

9

Exhibit 3A – Not included (previous Ordinance)
Exhibit 3B – Not included (previous Ordinance)
Exhibit 3C – Not included (previous Ordinance)
Exhibit 4 – Not included (previous Ordinances)
Exhibit 5 – Not included (previous Ordinances)
Exhibit 6 – Not included (previous Ordinances)

EXHIBIT 2A

EXHIBIT 2B

ORDINANCE

     WHEREAS, on the 14th day of September, 1993, the City Council (the “City Council”) of the City of Chicago, Illinois (the “City”) adopted an Ordinance authorizing the City to enter into a “District Cooling System Use Agreement” (the “Original Agreement”) with Unicom Thermal Technologies, Inc. (formerly Northwind, Inc., and referred to herein as “Grantee”), which grants to Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, the City and Grantee entered into the Original Agreement as of October], 1994; and

     WHEREAS, on the 17th day of May, 1995, the City Council adopted an ordinance authorizing the City to enter into a “First Amendment to District Cooling System Use Agreement” (the “First Amendment”); and

     WHEREAS, the First Amendment is dated as of June 1, 1995; and

     WHEREAS, on the 13th day of July, 1995, the City Council adopted an ordinance authorizing the City to enter into a “Second Amendment to District Cooling System Use Agreement” (the “Second Amendment”); and

     WHEREAS, the Second Amendment is dated as of July 15, 1995; and

     WHEREAS, on the 10th day of January, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Third Amendment to District Cooling System Use Agreement” (the “Third Amendment”); and

     WHEREAS, the Third Amendment is dated as of February 1, 1996; and

     WHEREAS, on the 6th day of March, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Fourth Amendment to District Cooling System Use Agreement” (the “Fourth Amendment”); and

     WHEREAS, the Fourth Amendment is dated as of April 1, 1996; and

     WHEREAS, on the 16th day of April, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Fifth Amendment to District Cooling System Use Agreement” (the “Fifth Amendment”); and

     WHEREAS, the Filth Amendment is dated as of October 1, 1996, and

     WHEREAS, on the 30th day of October, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Sixth Amendment to District Cooling System Use Agreement (the “Sixth Amendment”); and

     WHEREAS, the Sixth Amendment is dated as of November 7, 1996; and

     WHEREAS, on the 11th day of December, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Seventh Amendment to District Cooling System Use Agreement” (the “Seventh Amendment”); and

     WHEREAS, the Seventh Amendment is dated as of January 15, 1997; and

     WHEREAS, on the 7th day of February, 1997, the City Council adopted an ordinance authorizing the City to enter into an “Eighth Amendment to District Cooling System Use Agreement” (the “Eighth Amendment’’); and

     WHEREAS, the Eighth Amendment is dated as of May 1, 1997; and

     WHEREAS, on the 30th day of July, 1997, the City Council adopted an ordinance authorizing the City to enter into a “Ninth Amendment to District Cooling Use Agreement” (the “Ninth Amendment”); and

14

     WHEREAS, the Ninth Amendment is dated as of August 1, 1997, and

     WHEREAS, on the 10th of September, 1997, the City Council adopted an ordinance authorizing the City to enter into a “Tenth Amendment” to District Cooling, Use Agreement (the “Tenth Amendment”); and

     WHEREAS, the Tenth Amendment is dated as of October 1, 1997;

     WHEREAS, on the 5th day of February, 1998, the City Council adopted an Ordinance authorizing the City to enter into an “Eleventh Amendment” to District Cooling Use Agreement (the “Eleventh Amendment”); and

     WHEREAS, the Eleventh Amendment is dated as of March 12, 1998: and

     WHEREAS, on the 29th day of April, 1998, the City Council adopted an Ordinance authorizing the City to enter into a “Twelfth Amendment” to District Cooling Use Agreement (the “Twelfth Amendment, and collectively with Original Agreement and all prior Amendments described above, the “Current Agreement”); and

     WHEREAS, the Twelfth Amendment is dated as of June 1, 1998; and

     WHEREAS, in order to increase the capacity of the System, the Grantee intends to expand its Third Plant (as defined in the Current Agreement) from the existing capacity of 7,800 tons/hour to a maximum capacity of 24,208 tons/hour (the “Third Plan Expansion”); and

     WHEREAS, the Grantee also desires to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances to be used exclusively in the provision of District Cooling Services and to be located in the City’s public ways in the following locations: (i) in a portion of Kinzie Street from 75 feet east of Dearborn Street to Dearborn Street; (ii) in a portion of Dearborn Street from Kinzie Street to Ontario Street; (iii) in a portion of Ontario Street from Dearborn Street to Wabash Avenue; (iv) in a portion of Wabash

15

Avenue from Grand Avenue to Erie Street: (v) in a portion of Eric Street from Wabash Avenue to Rush Street; (vi) in a portion of Grand Avenue from Wabash Avenue to 25 feet east of Michigan Avenue; (vii) in a portion of Rush Street from Erie Street to Superior Street (collectively the “Additional Distribution Facilities”); and

     WHEREAS, Exhibit l to the Current Agreement describes the “Distribution Facilities” (the “Current Distribution Facilities”) for Grantee’s System; and

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the Current Distribution Facilities; and

     WHEREAS, Grantee desires to amend Exhibits 1 and 2 of the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Amended Exhibits 1 and 2, each to be attached to a Thirteenth Amendment hereinafter referred to (the “Amended Exhibits”); and

     WHEREAS, pursuant to Section 7.1.2 of the Current Agreement, Grantee’s minimum fees set forth in Section 5.1 of the Current Agreement shall be increased proportionately to the maximum capacity of the Third Plant (including the Expansion of the Third Plant); and

     WHEREAS, the City and the Grantee now desire to amend the Current Agreement to reflect changes to Exhibits 1 and 2 to the Current Agreement, to amend Section 5.1 to the Current Agreement that reflect the increase of Grantee’s minimum fees and to make certain other changes to the Current Agreement, all as set forth in Exhibit A.

     NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:

     SECTION 1: The above recitals are expressly incorporated herein and made a part of this ordinance by reference as though fully set forth herein.

16

     SECTION 2: Subject to the approval of the Corporation Counsel, the Commissioner of the Department of the Environment, the Commissioner of the Department of Transportation, and the Director of the Department of Revenue are hereby authorized to enter into and execute on behalf of the City, a Thirteenth Amendment to the District Cooling System Use Agreement (the “Thirteenth Amendment”) substantially in the form attached hereto as Exhibit A, subject to such changes as shall be approved by the officials executing the same, their execution constituting conclusive evidence of their approval and this City Council’s approval of any such changes or revisions therein from the form of the Thirteenth Amendment attached hereto (including, but not limited to reduction or elimination of specific routes or locations herein authorized in the interest of public safety or in the public interest); provided, however, that no such change or revision may extend the Additional Distribution Facilities or reduce general compensation paid to the City contrary to the provisions of the Current Agreement as modified by the Thirteenth Amendment in the form attached hereto without further action of this City Council. Such officials may also negotiate in the Thirteenth Amendment such additional environmental terms and conditions as shall be deemed desirable by the Commissioner of the City’s Department of the Environment. In addition, such officials may also negotiate in the Thirteenth Amendment such changes to the insurance terms and conditions set forth in Section 6 of the Current Agreement as shall be deemed desirable by the City’s Risk Manager.

     SECTION 3: This Ordinance shall be in full force and effect upon its passage and approval.

     SECTION 4: All ordinances and resolutions, or parts thereof, in conflict with this ordinance are, to the extent of such conflict, hereby repealed.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table lists the beneficial ownership, as defined under the rules of the Securities and Exchange Commission (the “SEC”), as of March 1, 1998 (with the exception of John W Rowe), of Unicom Common Stock held by each of the Directors, each of the executive officers named in the Summary Compensation Table on page 14 and Unicom’s Directors and executive officers as a group. Mr. Rowe’s ownership is listed as of March 31, 1998. There was no person known to Unicom to be the beneficial owner at more than five percent of Unicom’s Common Stock as of March 1, 1998. In addition, the table includes two columns describing securities held by such persons that are not considered to be “beneficially owned” under the rules of the SEC. The column headed “Other Stock Options” includes stock options held by such persons that are not exercisable within 60 days of March 1, 1998. The column headed “Deferred Share Equivalents” includes shares deferred by such persons under the Unicom Corporation Stock Bonus Deferral Plan or share equivalents held in the Unicom Corporation Retirement Plan for Directors.

Beneficial Ownership of
Common Stock

						Other Stock			Deferred Share
Name	Amount and Nature			Percent of Class		Options(7)			Equivalents(9)
Edward A. Brennan		3,133			*		—			—
James W. Compton		3,805			*		—			2,539
Bruce DeMars		1,561			*		—			469
Sue L. Gin		7,798			*		—			1,091
Donald P. Jacobs		6,502			*		—			8,614
Edgar D. Jannotta		4,563			*		—			1,878
George E. Johnson		5,695			*		—			9,988
James J. O’Connor		56,333	(1)(2)		*		123,333			44,040
John W. Rowe		5,000	(3)		*		250,000			—
Samuel K. Skinner		150,572	(2)		*		—			—
Robert J. Manning		24,390	(2)(4)		*		45,332	(8)		10,486	(10)
Michael J. Wallace		15,579	(2)(5)		*		22,500			13,755
Pamela B. Strobel		17,447	(2)		*		25,500			8,388
Leo F. Mullin		5,346			*		—			—
Directors and executive officers as a group (20 persons)		380,178	(2)(6)		*		588,330			116,739

*Less than one percent
(1)	Includes 1,775 shares owned by family members. Mr. O’Connor disclaims any beneficial ownership of such shares.
(2)	The numbers and percentages of shares shown in the table above include shares as to which the indicated person(s) had the right to acquire within 60 days of March 1, 1998 upon the exercise of outstanding stock options, as follows: Mr. O’Connor 21,667; Mr. Skinner 110,000; Mr. Manning 7,668 (includes 1,834 options owned by spouse; Mr. Wallace 5,000; Ms. Strobel 4,000; and all executive officers and directors as a group (including such individuals) 163,920. Such persons disclaim any beneficial ownership of the shares subject to such options.
(3)	Includes 2,000 shares owned by spouse
(4)	Includes 1,737 shares owned by spouse.
(5)	includes 100 shares jointly owned with a family member. 201 shares owned by a family member and 200 shares held in a custodial account for a family member. Mr. Wallace disclaims any beneficial ownership of such shares.

(6) Includes 3,737 shares owned by spouses, 200 shares held in a custodial account for a family member, 1,976 shares owned by family members and 100 shares jointly owned with a family member. The directors and executive officers to whom such beneficial ownership is attributed disclaim any beneficial ownership of the shares held by such persons.

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EXHIBIT A

     This Thirteenth Amendment to District Cooling System Use Agreement (the “Thirteenth Amendment”), dated as of                   , 1998 (the “Effective Date”) by and between the City of Chicago, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and Unicom Thermal Technologies, Inc., an Illinois corporation (the “Grantee”), being a wholly-owned subsidiary of UT holdings, Inc. being a wholly-owned subsidiary of Unicom Enterprises, Inc., which is 100% owned by Unicom Corporation.

WITNESSETH:

     WHEREAS, the City and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994 (the “Original Agreement”), as heretofore amended (the “Current Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System.”); and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current Distribution Facilities” (as such term is defined in the Current Agreement) for the Grantee’s System; and

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the Current Distribution Facilities; and

     WHEREAS, the Grantee intends to expand the Third Plant (as defined in the Current Agreement) from an existing capacity of 7,800 tons/hour to a maximum capacity of 24,208 tons/hour (the “Third Plant Expansion”); and

     WHEREAS, the Grantee also desires to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances to be used

exclusively in the provision of District Cooling Services and to be located in the City’s public ways in the following: (i) in a portion of Kinzie Street from 75 feet east of Dearborn Street to Dearborn Street; (ii) in a portion of Dearborn Street from Kinzie Street to Ontario Street, (iii) in a portion of Ontario Street from Dearborn Street to Wabash Avenue; (iv) in a portion of Wabash Avenue from Grand Avenue to Erie Street; (v) in a portion of Erie Street from Wabash Avenue to Rush Street; (vi) in a portion of Grand Avenue from Wabash Avenue to 25 feet east of Michigan Avenue; (vii) in a portion of Rush Street from Erie Street to Superior Street (collectively the “Additional Distribution Facilities”) ; and

     WHEREAS, the Grantee desires to amend Exhibits 1 and 2 to the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Amended Exhibits 1 and 2, each as attached to this Thirteenth Amendment (collectively, the “Amended Exhibits”) ; and

     WHEREAS, the City Council of the City on    , 1998 approved execution of an Thirteenth Amendment to the Current Agreement in substantially the form of this Thirteenth Amendment, including the Amended Exhibits (the “Ordinance”); and

     WHEREAS, the City and the Grantee now desire to amend the Current Agreement, subject to the terms and conditions set forth below;

     NOW, THEREFORE,

     It is agreed by the parties hereto as follows:

     Section 1. The above recitals are expressly incorporated herein and made a part of this Thirteenth Amendment by reference as though fully set forth herein. The capitalized terms not otherwise defined herein shall have the meanings set forth in the Current Agreement.

21

     Section 2. As of the Effective Date of this Thirteenth Amendment, the Current Exhibits are conditionally deemed superseded and replaced by the Amended Exhibits, subject in all cases to the conditions set forth in Section 3 of this Amendment. The inclusion of the Third Plant Expansion in the System is deemed approved; subject, however to (1) obtaining and acting pursuant to any and all City permits required in connection therewith and (2) to obtaining prior to commencement of any work all necessary consents and property rights, if applicable, of private property owners, if applicable, to such construction, installation, operation and maintenance. Exhibits to the Current Agreement not included in the Current Exhibits remain the same.

     Section 3. As of the Effective Date of this Thirteenth Amendment, pursuant to Section 7.12(b) of this Current Agreement, Section 5.l of the Current Agreement is hereby amended in its entirety to read as follows:

“Section 5.1 General Compensation.

Grantee agrees to pay the City as General Compensation during each Compensation year for the use of the Public Ways throughout the duration of this Agreement (subject to the City’s rights of adjustment set forth in Section 2.3 and Section 7.12 hereof) a sum equal to the General Compensation as set forth below: The General Compensation during the Compensation Year ending December 31, 1995 shall be the greater of $50,000 or two percent (2%) of Grantee’s Total Gross Billings. The General Compensation during the Compensation Year ending December 31, 1996 shall be the greater of $140,000 or two percent (2%) of Grantee’s Total Gross Billings. The General Compensation during the Compensation Year ending December 31, 1997 shall be the greater of $320,000 or two percent (2%) of Grantee’s Total Gross Billings (including for 1997 and all future Compensation Years amounts generated by the Third Plant). For the 1998 Compensation

22

Year, the general Compensation fees shall be the greater of $320,000, or 2% of Total Gross Billings. For the 1999 Compensation Year, the General Compensation shall be the greater of $406,000 or two percent (2%) of Total Gross Billings (including for 1999 and all future Compensation Years amounts generated by the Third Plant Expansion). For each Compensation Year beginning with the 2000 Compensation Year, the General Compensation fee shall be two percent (2%) of Total Gross Billings; but in no case shall the General Compensation for any Compensation Year beginning with 2000 be less than $406,000. Each rate of compensation in the Compensation Years beginning with 1999 shall be adjusted for the rate of inflation during the preceding Compensation Year pursuant to the Consumer Price Index for Urban Affairs. All rates of compensation set forth in this paragraph are subject to the City’s right of adjustment set forth in Section 2.3 and Section 7.12 hereof, as applicable.”

     Section 4. The Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is employed by the Grantee or has a personal financial or economic interest directly or indirectly in this Thirteenth Amendment or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to (Chapter 2-156) of the Municipal Code of Chicago (the “Code”). No payment, gratuity or offer of employment shall be made in connection with this Thirteenth Amendment by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of said Chapter 2-156 shall be voidable as to the City.

23

     Section 5. Neither the Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, the Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33-11 (1994 State Bar Edition) and under the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition.

     Section 6. It shall be the duty of the Grantee, all contractors, all consultants, and all officers, directors, agents, partners, and employees of the Grantee to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall inform all its contractors of the provision and require understanding and compliance herewith.

     Section 7. The Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois. The Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.

     Section 8. If the Grantee conducts any business operations in Northern Ireland, it is hereby required that the Grantee make all reasonable and good faith efforts to conduct any such business operations in Northern Ireland in accordance with the MacBride Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 Ill. Laws 3220).

     Section 9. Except as expressly modified in this Thirteenth Amendment, all other terms covenants and conditions in the Current Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof.

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     IN WITNESS WHEREOF, the City has caused this Thirteenth Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written.

(SEAL)

	CITY OF CHICAGO
City Clerk	By: Title:	Commissioner of the Department of Environment
	By:
	Title:	Commissioner of the Department of Revenue
	By:
	Title:	Commissioner of the Department of Transportation
Reviewed as to form
and legality:
Assistant Corporation Counsel
ATTEST:	UNICOM THERMAL TECHNOLOGIES, INC.
	By:
	Title:	President

EXHIBIT 1

     The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the approved plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact locations of the Grantee’s Distribution Facilities.

Production Plant #1:

Northeast corner of South State Street and East Adams Street

Distribution Piping:

In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Lake Street including the portions of the Dearborn Street/Madison Street intersection. In Adams Street from LaSalle Street to Michigan Avenue. In Madison Street, from Dearborn Street to the north/south public alley which lies 120 feet west of the west right-of-way line of State Street and in said alley from Madison Street to approximately 40 feet south of Madison Street. In City property at the northwest corner of Carroll Avenue and Dearborn Street.

Production Plant #2: Northwest corner of South Franklin Street and West Congress Parkway

Distribution Piping:

In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street to Randolph Street. In Jackson Boulevard from Franklin Street to Dearborn Street. In the Jackson Boulevard/Dearborn Street intersection and in Dearborn Street from such intersection to 100 feet south of such intersection. In LaSalle Street, from West Wacker Drive to Van Buren Street. In Washington Boulevard, from LaSalle Street to approximately 300 feet west of Franklin Street. In the Washington Street Trolley Tunnel from 300 feet west of Franklin Street to North Water Street. On City property consisting of viaducts and/or bridge facilities located between Canal Street and the South Branch of the Chicago River in the following locations: West Washington Boulevard and West Monroe Street. In Monroe Street, from Dearborn Street to Clark Street.

Production Plant #3

Northeast corner of Randolph and Columbus Drive (located in the Blue Cross/Blue Shield Building).

Distribution Piping:	In Columbus Drive, from Randolph Street to South Water Street. In South Water Street, from Columbus Drive to Garland Court. In Garland Court from Lake Street to approximately 300 feet north of Wacker Drive. In Lake Street, from Garland Court to LaSalle Street.
	In LaSalle Street Trolley Tunnel, from Lake Street to approximately 50 feet north of West Carroll Avenue. In West Carroll Avenue, from the westerly right of way line of Wells Street to Clark Street, and in addition, the Clark Street/Carroll Avenue and Dearborn Street/Carroll Avenue intersections. To the extent of City property interests therein, in the lower Carroll Avenue access driveway (but only to the extent permitted by and consistent with City property interest therein) extending from the south line of West Kinzie Street beginning at a point 88 feet east of North Dearborn Street for a distance of approximately 98 feet south and thence generally in a southwesterly direction for approximately 151 feet to the intersection of lower Carroll Avenue and North Dearborn Street. In Kinzie Street from 75 feet east of Dearborn Street to 75 feet east of State Street. In LaSalle Street from West Carroll Avenue to approximately 50 feet north of West Carroll Avenue. Across and under Kinzie Street from the Merchandise Mart to the building commonly known as 400 N. Franklin Street for piping with a maximum trench-width of six (6) feet to located west of the Franklin Street/ Kinzie Street intersection and east of the Orleans Street/Kinzie Street intersection. Across and under Orleans Street from the Merchandise Mart to the Apparel Center for piping with a maximum trench-width of six (6) feet to be located south of the Kinzie Street/Orleans Street intersection and north of the Chicago River.
	In a portion of Kinzie Street from 75 feet east of Dearborn to Dearborn Street. In Dearborn Street from Kinzie Street to Ontario Street. In Ontario Street from Dearborn Street to Wabash Avenue. In Wabash Avenue from Grand Avenue to Erie Street. In Erie Street from Wabash Avenue to Rush Street. In Grand Avenue from Wabash Avenue to 25 feet east of Michigan Avenue. In Rush Street from Erie Street to Superior Street.

     This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend

27

the locations of the Distribution Facilities based on changes in construction conditions. All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

28

EXHIBIT 2

STATE OF ILLINOIS,		)
		)	ss.
	County of Cook	)

     I, JAMES J. LASKI, City Clerk of the City of Chicago in the County of Cook and State of Illinois, DO HEREBY CERTIFY that the annexed and foregoing is a true and correct copy of that certain ordinance now on file in my office authorizing the construction of additional distribution facilities in the vicinity of Dearborn Street and Ontario Street.

     I DO FURTHER CERTIFY that the said ordinance was passed by the City Council of the said City of Chicago on the seventh (7th) day of October, A.D. 1998 and deposited in my office on the seventh (7th) day of October, A.D. 1998.

     I DO FURTHER CERTIFY that the vote on the question of the passage of the said ordinance by the said City Council was taken by yeas and nays and recorded in the Journal of the Proceedings of the said City Council, and that the result of said vote so taken was as follows, to wit: Yeas 48, Nays None.

     I DO FURTHER CERTIFY that the said ordinance was delivered to the Mayor of the said City of Chicago after the passage thereof by the said City Council, without delay, by the City Clerk of the said City of Chicago, and that the said Mayor did approve and sign the said ordinance on the seventh (7th) day of October, A.D. 1998.

     I DO FURTHER CERTIFY that the original, of which the foregoing is a true copy, is entrusted to my care for safe keeping, and that I am the lawful keeper of the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
[L.S.] corporate seal of the City of Chicago aforesaid, at the said City, in the County and
State aforesaid, this twenty-ninth (29th) day of October, A.D. 1998.

/s/ James J. Laski

JAMES J. LASKI, City Clerk

     This Fourteenth Amendment to District Cooling System Use Agreement (the “Fourteenth Amendment”), dated as of April 21, 1999 (the “Effective Date”) by and between the City of Chicago, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and Unicom Thermal Technologies, Inc., an Illinois corporation (the “Grantee”), being a wholly-owned subsidiary of UT Holdings, Inc., being a wholly-owned subsidiary of Unicom Enterprises, Inc., which is 100% owned by Unicom Corporation.

WITNESSETH:

     WHEREAS, the City and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994 (the “Original Agreement”), as heretofore amended (the “Current Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current Distribution Facilities” (as such term is defined in the Current Agreement) for the Grantee’s System; and

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the Current Distribution Facilities; and

     WHEREAS, the Grantee intends to add to its System a new Plant (the “Fourth Plant”) with an approximate capacity of 14,000 tons on private property located in the Merchandise Mart building located on the block bounded by North Orleans Street on the West, North Wells Street on the East, West Kinzie Street on the North, and the main branch of the Chicago River on the South; and

     WHEREAS, Grantee desires to interconnect the Fourth Plant with the System; and

     WHEREAS, the Grantee also desires to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances to be used exclusively in the provision of District Cooling Services and to be located in the City’s public ways along the following routes:

(i)	Washington Boulevard from Dearborn Street to State Street;
(ii)	under the Orleans Street viaduct from Grantee’s existing piping (north of the Chicago River) to Kinzie Street;
(iii)	Kinzie Street from the Kinzie Street / Orleans Street intersection west to the north-south public alley west of Orleans Street; north in said north-south public alley to the east-west public alley; and west in said east-west public alley to a point 220.0 feet west of North Orleans Street;
(iv)	Garland Court from Lake Street to Benton Place;
(v)	Benton Place from Garland Court to Wabash Avenue;
(vi)	State Street from Lake Street to Randolph Street;
(vii)	in the north/south public alley which lies 120 feet west of the west right-of-way line of State Street from approximately 40 feet south of Madison Street to Monroe Street;

(collectively the “Additional Distribution Facilities”); and

     WHEREAS, the Grantee desires to amend Exhibits 1 and 2 to the current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Amended Exhibits 1 and 2, each as attached to this Fourteenth Amendment (collectively, the “Amended Exhibits”); and

     WHEREAS, the City Council of the City on    , 1999 approved execution of a Fourteenth Amendment to the Current Agreement in substantially the form of this Fourteenth Amendment, including the Amended Exhibits (the “Ordinance”); and

     WHEREAS, the City and the Grantee now desire to amend the Current Agreement, subject to the terms and conditions set forth below;

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NOW, THEREFORE, It is agreed by the parties hereto as follows:

     Section 1. The above recitals are expressly incorporated herein and made a part of this Fourteenth Amendment by reference as though fully set forth herein. The capitalized terms not otherwise defined herein shall have the meanings set forth in the Current Agreement.

     Section 2. As of the Effective Date of this Fourteenth Amendment, the Current Exhibits are conditionally deemed superseded and replaced by the Amended Exhibits, subject in all cases to the conditions set forth in Section 3 of this Amendment. The inclusion of the Fourth Plant in the System is deemed approved; subject, however, to (1) obtaining all necessary prior approvals for the Fourth Plant from the City’s Board of Zoning Appeals; (2) obtaining and acting pursuant to any and all City permits (including but not limited to harbor permits) required in connection therewith; (3) providing proof of proper approvals from other applicable local, state and federal regulatory agencies; and (4) to obtaining prior to commencement of any work all necessary consents and property rights, if applicable, of private property owners, if applicable, to such construction, installation, operation and maintenance. Exhibits to the Current Agreement not included in the Current Exhibits remain the same.

     Section 3. As of the Effective Date of this Fourteenth Amendment, pursuant to Section 7.12(b) of this Current Agreement, Section 5.1 of the Current Agreement is hereby amended in its entirety to read as follows:

“Section 5.1 General Compensation.

Grantee agrees to pay the City as General Compensation during each Compensation Year for the use of the Public Ways throughout the duration of this Agreement (subject to the City’s rights of adjustment set forth in Section 2.3 and Section 7.12 hereof) a sum equal to the General Compensation as set forth below:

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The General Compensation during the Compensation Year ending December 31, 1995 shall be the greater of $50,000 or two percent (2%) of Grantee’s Total Gross Billings. The General Compensation during the Compensation Year ending December 31, 1996 shall be the greater of $140,000 or two percent (2%) of Grantee’s Total Gross Billings. The General Compensation during the Compensation Year ending December 31, 1997 shall be the greater of $320,000 or two percent (2%) of Grantee’s Total Gross Billings. For the 1998 Compensation Year, the General Compensation fees shall be the greater of $320,000 or 2% of Total Gross Billings. For the 1999 Compensation Year, the General Compensation shall be the greater of $456,000 (including an increase in the minimum monthly fixed fee from $33,833.33 to $40,000.00 commencing on May 1, 1999) or two percent (2%) of Total Gross Billings (including for 1999 and all future Compensation Years amounts generated by the Fourth Plant). For the 2000 Compensation Year, the General Compensation shall be the greater of $480,000 or two percent (2%) of Total Gross Billings. For each Compensation Year beginning with the 2001 Compensation Year, the General Compensation fee shall be two percent (2%) of Total Gross Billings; but in no case shall the General Compensation for any Compensation Year beginning with 2001 be less than $480,000. Each rate of compensation in the Compensation Years beginning with 2001 shall be adjusted for the rate of inflation during the preceding Compensation Year pursuant to the Consumer Price Index for Urban Affairs. All rates of compensation set forth in this paragraph are subject to the City’s right of adjustment set forth in Section 2.3 and Section 7.12 hereof, as applicable.”

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     Section 4. The Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is employed by the Grantee or has a personal financial or economic interest directly or indirectly in this Fourteenth Amendment or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to (Chapter 2-156) of the Municipal Code of Chicago (the “Code”). No payment, gratuity or offer of employment shall be made in connection with this Fourteenth Amendment by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of said Chapter 2-156 shall be voidable as to the City.

     Section 5. Neither the Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, the Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33-11 (1994 State Bar Edition) and under the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition).

     Section 6. It shall be the duty of the Grantee, all contractors, all consultants, and all officers, directors, agents, partners, and employees of the Grantee to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall inform all its contractors of the provision and require understanding and compliance herewith.

     Section 7. The Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois.

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The Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.

     Section 8. If the Grantee conducts any business operations in Northern Ireland, it is hereby required that the Grantee make all reasonable and good faith efforts to conduct any such business operations in Northern Ireland in accordance with the MacBride Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 Ill. Laws 3220).

     Section 9. Pursuant to Section 2-156-030(b) of the Municipal Code of the City of Chicago, it is illegal for any elected official of the city, or any person acting at the discretion of such official, to contact, either orally or in writing, any other city official or employee with respect to any matter involving any person with whom the elected official has a business relationship, or to participate in any discussion in any city council committee hearing or in any city council meeting or to vote in any discussion in any city council meeting hearing or in any city council meeting or to vote on any matter involving the person with whom an elected official has a business relationship. Violation of Section 2-156-030(b) by any elected official with respect to this Fourteenth Amendment shall be grounds for termination of the Current Agreement and this Fourteenth Amendment. The term business relationship is defined as set forth in Section 2-156-080 of the Municipal Code of Chicago.

     Section 2-156-080 defines a “business relationship” as any contractual or other private business dealing of an official, or his or her spouse, or of any entity in which an official or his or her spouse has a financial interest, with a person or entity which entitles an official to compensation or payment in the amount of $2,500 or more in a calendar year; provided, however, a financial interest shall not include: (i) any ownership through purchase at fair market value or inheritance of less than one percent of the share of a corporation, or any corporate

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subsidiary, parent of affiliate thereof, regardless of the value of or dividends of such shares, if such shares are registered on a securities exchange pursuant to the Securities Exchange Act of 1934, as amended; (ii) the authorized compensation paid to an official or employee for his or employment; (iii) any economic benefit provided equally to all residents of the city; (iv) a time or demand deposit in a financial institution; or (v) an endowment or insurance policy or annuity contract purchased from an insurance company. A “contractual or other private business dealing” shall not include any employment relationship of an official’s spouse with an entity when such spouse has no discretion concerning or input relating to the relationship between that entity and the city.

     Section 10. Except as expressly modified in this Fourteenth Amendment, all other terms covenants and conditions in the Current Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof.

[Balance of page intentionally left blank.

Signature page follows].

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     IN WITNESS WHEREOF, the City has caused this Fourteenth Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written.

(SEAL)		CITY OF CHICAGO
/s/ James J. Laski	By:	/s/ [ILLEGIBLE]
City Clerk	Title:	Commissioner of the Department of Environment
	By:	/s/ [ILLEGIBLE]
	Title:	Director of the Department of Revenue
	By:	/s/ [ILLEGIBLE]
	Title:	Commissioner of the Department of Transportation

Reviewed as to form and legality:

/s/ [ILLEGIBLE]
Assistant Corporation Counsel
ATTEST:		UNICOM THERMAL TECHNOLOGIES, INC.
/s/ Scott N. Peters	By:	/s/ [ILLEGIBLE]
Secretary		Title: Vice President and General Manager

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AMENDED

EXHIBIT 1

     The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the approved plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact locations of the Grantee’s Distribution Facilities.

Production Plant #1: Northeast corner of South State Street and East Adams Street

Distribution Piping:	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Lake Street including the portions of the Dearborn Street/Madison Street intersection. In Adams Street from LaSalle Street to Michigan Avenue. In Madison Street, from Dearborn Street to the north/south public alley which lies 120 feet west of the west right-of-way line of State Street and in said alley from Madison Street to Monroe Street. In City property at the northwest corner of Carroll Avenue and Dearborn Street.
Production Plant #2: Northwest corner of South Franklin Street and West Congress Parkway
Distribution Piping:	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street to Randolph Street. In Jackson Boulevard from Franklin Street to Dearborn Street. In the Jackson Boulevard/Dearborn Street intersection and in Dearborn Street from such intersection to 100 feet south of such intersection. In LaSalle Street, from West Wacker Drive to Van Buren Street.
	In Washington Boulevard, from LaSalle Street to approximately 300 feet west of Franklin Street. In the Washington Street Trolley Tunnel from 300 feet west of Franklin Street to North Water Street. On City property consisting of viaducts and/or bridge facilities located between Canal Street and the South Branch of the Chicago River in the following locations: West Washington Boulevard and West Monroe Street. In Monroe Street, from Dearborn Street to Clark Street.
Production Plant #3: Northeast corner of Randolph and Columbus Drive (located in the Blue Cross/Blue Shield Building)

Distribution Piping	In Columbus Drive, from Randolph Street to South Water Street. In South Water Street, from Columbus Drive to Garland Court. In Garland Court from Lake Street to approximately 300 feet north of Wacker Drive. In Lake Street, from Garland Court to LaSalle Street.
	In LaSalle Street Trolley Tunnel, from Lake Street to approximately 50 feet north of West Carroll Avenue. In West Carroll Avenue, from the westerly right of way line of Wells Street to Clark Street, and in addition, the Clark Street/Carroll Avenue and Dearborn Street/Carroll Avenue intersections. To the extent of City property interests therein, in the lower Carroll Avenue access driveway (but only to the extent permitted by and consistent with City property interest therein) extending from the south line of West Kinzie Street beginning at a point 88 feet east of North Dearborn Street for a distance of approximately 98 feet south and thence generally in a southwesterly direction for approximately 151 feet to the intersection of lower Carroll Avenue and North Dearborn Street. In Kinzie Street from 75 feet east of Dearborn Street to 75 feet east of State Street. In LaSalle Street from West Carroll Avenue to approximately 50 feet north of West Carroll Avenue. Across and under Kinzie Street from the Merchandise Mart to the building commonly known as 400 N. Franklin Street for piping with a maximum trench-width of six (6) feet to located west of the Franklin Street/Kinzie Street intersection and east of the Orleans Street/Kinzie Street intersection. Across and under Orleans Street from the Merchandise Mart to the Apparel Center for piping with a maximum trench-width of six (6) feet to be located south of the Kinzie Street/Orleans Street intersection and north of the Chicago River.
	In a portion of Kinzie Street from 75 feet east of Dearborn to Dearborn Street. In Dearborn Street from Kinzie Street to Ontario Street. In Ontario Street from Dearborn Street to Wabash Avenue. In Wabash Avenue from Grand Avenue to Erie Street. In Erie Street from Wabash Avenue to Rush Street. In Grand Avenue from Wabash Avenue to 25 feet east of Michigan Avenue. In Rush Street from Erie Street to Superior Street.
	In Garland Court from Lake Street to Benton Place. In Benton Place from Garland Court to Wabash Avenue.
Production Plant #4: North Orleans Street on the west, North Wells Street on the east West Kinzie Street on the north, and the Chicago River on the south (located in the Merchandise Mart building).

Distribution Piping:
	In Washington Boulevard from Dearborn Street to State Street. Under the Orleans Street viaduct from Grantee’s existing piping (north of the Chicago River) to Kinzie Street. In Kinzie Street from the Kinzie Street/Orleans Street intersection west to the north-south public alley west of Orleans Street; north in said north-south public alley to the east-west public alley. From said east-west public alley west to a point 220.0 feet west of North Orleans Street. In State Street from Lake Street to Randolph Street.
	This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend the locations of the Distribution Facilities based on changes in construction conditions. All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

Exhibit 3A	-	Not included (previous Ordinance)
Exhibit 3B	-	Not included (previous Ordinance)
Exhibit 3C	-	Not included (previous Ordinance)
Exhibit 4	-	Not included (previous Ordinances)
Exhibit 5	-	Not included (previous Ordinances)
Exhibit 6	-	Not included (previous Ordinances)

     WHEREAS, On the fourteenth (14^th) day of September, 1994, the City Council (the “City Council”) of the City of Chicago, Illinois (the “City”) adopted an ordinance authorizing the City to enter into a “District Cooling System Use Agreement” (the “Original Agreement”) with Unicom Thermal Technologies, Inc. (formerly Northwind, Inc., and referred to herein as “Grantee”), which grants to Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, The City and Grantee entered into the Original Agreement as of October 1, 1994; and

     WHEREAS, On the seventeenth (17^th) day of May, 1995, the City Council adopted an ordinance authorizing the City to enter into a “First Amendment to District Cooling System Use Agreement” (the “First Amendment”); and

     WHEREAS, The First Amendment is dated as of June 1, 1995; and

     WHEREAS, On the thirteenth (13^th) day of July, 1995, the City Council adopted an ordinance authorizing the City to enter into a “Second Amendment to District Cooling System Use Agreement” (the “Second Amendment”); and

     WHEREAS, The Second Amendment is dated as of July 15, 1995; and

     WHEREAS, On the tenth (10^th) day of January, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Third Amendment to District Cooling System Use Agreement” (the “Third Amendment”); and

     WHEREAS, The Third Amendment is dated as of February 1, 1996; and

     WHEREAS, On the sixth (6^th) day of March, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Fourth Amendment to District Cooling System Use Agreement” (the “Fourth Amendment”); and

     WHEREAS, The Fourth Amendment is dated as of April 1, 1996; and

     WHEREAS, On the sixteenth (16^th) day of April, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Fifth Amendment to District Cooling System Use Agreement” (the “Fifth Amendment”); and

     WHEREAS, The Fifth Amendment is dated as of October 1, 1996; and

     WHEREAS, On the thirtieth (30^th) day of October, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Sixth Amendment to District Cooling System Use Agreement” (the “Sixth Amendment”); and

     WHEREAS, The Sixth Amendment is dated as of November 7, 1996; and

     WHEREAS, On the eleventh (11^th) day of December, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Seventh Amendment to District Cooling System Use Agreement” (the “Seventh Amendment”); and

     WHEREAS, The Seventh Amendment is dated as of January 15, 1997; and

     WHEREAS, On the seventh (7^th) day of February, 1997, the City Council adopted an ordinance authorizing the City to enter into an “Eighth Amendment to District Cooling System Use Agreement” (the “Eighth Amendment”); and

     WHEREAS, The Eighth Amendment is dated as of May 1, 1997; and

     WHEREAS, On the thirtieth (30^th) day of July, 1997, the City Council adopted an ordinance authorizing the City to enter into a “Ninth Amendment to District Cooling System Use Agreement” (the “Ninth Amendment”); and

     WHEREAS, The Ninth Amendment is dated as of August 1, 1997; and

     WHEREAS, On the tenth (10^th) day of September, 1997, the City Council adopted an ordinance authorizing the City to enter into a “Tenth Amendment to District Cooling System Use Agreement” (the “Tenth Amendment”); and

     WHEREAS, The Tenth Amendment is dated as of October 1, 1997; and

     WHEREAS, On the fifth (5^th) day of February, 1998, the City Council adopted an ordinance authorizing the City to enter into an “Eleventh Amendment to District Cooling System Use Agreement” (the “Eleventh Amendment”); and

     WHEREAS, The Eleventh Amendment is dated as of March 12, 1998; and

     WHEREAS, On the twenty-ninth (29^th) day of April, 1998, the City Council adopted an ordinance authorizing the City to enter into a “Twelfth Amendment to District Cooling System Use Agreement” (the “Twelfth Amendment”); and

     WHEREAS, The Twelfth Amendment is dated as of June 1, 1998; and

     WHEREAS, On the seventh (7^th) day of October, 1998, the City Council adopted an ordinance authorizing the City to enter into a “Thirteenth Amendment to District Cooling System Use Agreement” (the “Thirteenth Amendment”); and

     WHEREAS, The Thirteenth Amendment is dated as of October 8, 1998; and

     WHEREAS, On the twenty-first (21^st) day of April, 1999, the City Council adopted an ordinance authorizing the City to enter into a Fourteenth Amendment to District Cooling Use Agreement (the “Fourteenth Amendment”, and collectively with the Original Agreement and all prior Amendments described above, the “Current Agreement”); and

     WHEREAS, The Fourteenth Amendment is dated as of April 21, 1999; and

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     WHEREAS, Grantee desires to extend the term of the Current Agreement which currently expires on December 31, 2015 for an additional five (5) years to December 31, 2020; and

     WHEREAS, Under the Current Agreement, the general compensation beginning on January 1, 2000 is set at the greater of Four Hundred Eighty Thousand Dollars ($480,000) or two percent (2%) of total gross billings (the “Percentage Based Fee”); and

     WHEREAS, The Current Agreement permits the City to renegotiate general compensation effective as of each adjustment date (as defined in the Current Agreement); and

     WHEREAS, January 1, 2000 constitutes the next adjustment date under the Current Agreement; and

     WHEREAS, Pursuant to and in accordance with the provisions of the Current Agreement, the City and Grantee have agreed to adjust the Percentage Based Fee, effective January 1, 2000 to three percent (3%) of total gross billings; and

     WHEREAS, The Current Agreement currently provides that if the City were to seek to increase the Percentage Based Fee to more than three percent (3%) of total gross billings, Grantee will be entitled under certain circumstances to demand arbitration as to whether such increase beyond three percent (3%) of total gross billings was “unreasonable” (“Arbitration”); and

     WHEREAS, Grantee and the City have agreed to amend the Current Agreement so that Arbitration may not be resorted to by Grantee unless the City seeks an increase at a future adjustment date of the Percentage Based Fee in excess of four percent (4%) and to provide for a new adjustment date of January 1, 2015; and

     WHEREAS, Grantee has also agreed to provide the City certain utility audits at no cost to the City as described in Exhibit A; and

     WHEREAS, The City and the Grantee now desire to amend the Current Agreement to reflect the five (5) year extension of the term of the Current Agreement, to increase the Percentage Based Fee due to the City from two percent (2%) to three percent (3%) effective January 1, 2000, and to change the conditions under which Arbitration may be revoked, and to make certain other changes to the Current Agreement, all as set forth in Exhibit A; and

     WHEREAS, Grantee wishes for internal corporate reasons to transfer ownership of its approved plant located in the Merchandise Mart (“Plant 4”) to a subsidiary of its parent corporation UT Holdings, such subsidiary to be known as Northwind Chicago, L.L.C. (“Northwind”); and

     WHEREAS, The proposed transfer requires City approval under the terms of the Current Agreement; and

     WHEREAS, The City is prepared to consent to the proposed transfer if: (1) the proposed transfer does not adversely affect amounts to be paid the City under the Current Agreement, and

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(2) Northwind assumes responsibility for the same or substantially similar obligations Grantee has undertaken in the Current Agreement with regard to the construction, installation, operation and maintenance of Plant 4; and

     WHEREAS, The City, Grantee and Northwind have reached an agreement as to the basic terms under which the City will consent to the Proposed Transfer (the “Basic Terms”) in substantially the form attached hereto as Exhibit B, upon approval of the Basic Terms by ordinance of the City Council; now, therefore,

Be It Ordained by the City Council of the City of Chicago:

     SECTION 1. The above recitals are expressly incorporated herein and made a part of this ordinance by reference as though set forth herein.

     SECTION 2. Subject to the approval of the Corporation Counsel, as to form and legality, the Commissioner of the Department of the Environment, the Commissioner of the Department of Transportation and the Director of the Department of Revenue (collectively, the “Commissioners”) are hereby authorized to enter into and execute on behalf of the City, a Fifteenth Amendment to the District Cooling System Use Agreement (the “Fifteenth Amendment”) substantially in the form attached hereto as Exhibit A, subject to such changes as shall be approved by the officials executing the same, their execution constituting conclusive evidence of their approval and this City Council’s approval of any such changes or revisions therein from the form of the Fifteenth Amendment attached hereto (including, but not limited to reduction or elimination of specific routes or locations herein authorized in the interest of public safety or in the public interest); provided, however, that no such change or revision may extend the additional distribution facilities or reduce general compensation paid to the City contrary to the provisions of the Current Agreement as modified by the Fifteenth Amendment in the form attached hereto without further action of this City Council. Such officials may also negotiate in the Fifteenth Amendment such additional environmental terms and conditions as shall be deemed desirable by the Commissioner of the City’s Department of the Environment. In addition, such officials may also negotiate in the Fifteenth Amendment such changes to the insurance terms and conditions set forth in Section 6 of the Current Agreement as shall be deemed desirable by the City’s Risk Manager.

     SECTION 3. The Commissioners are hereby authorized to enter into a consent and assumption (the “Consent Agreement”) with Grantee, its parent corporation, UT Holdings and Grantee’s affiliate, Northwind Chicago, L.L.C., such Consent Agreement to incorporate terms substantially similar to the terms set forth in Exhibit B (the “Basic Terms”). Subject to such changes as may be approved by the Commissioners, their execution of the Consent Agreement constituting conclusive evidence of their approval and this City Council’s approval of any such changes or revisions therein from the Basic Terms; provided that no such change or revision may permit transfer of any part of Grantee’s System other than Plant 4 to Northwind, extend the terms of the Consent Agreement beyond the term of the Current Agreement (as it may be amended), reduce the consideration to be paid by UTT contrary to the provisions of the Basic Terms attached hereto, or reduce the insurance (except with the written approval of the City’s Risk Manager) and security provided the City below the levels and coverages applicable to Plant 4 under the Current Agreement (as it may be amended) without further action of this City Council.

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Said officials are also authorized to enter into such other Agreements as may be necessary to carry out the interest of this ordinance. Only upon execution of the Consent Agreement by the Commissioner, Northwind and UTT and the fulfillment of the conditions set forth therein shall the proposed transfer be entered into.

     SECTION 4. This ordinance shall be in full force and effect upon its passage and approval.

     SECTION 5. All ordinances, resolutions and agreements, or parts thereof, in conflict with this ordinance are, to the extent of such conflict, hereby repealed.

Exhibits “A” and “B” referred to in this ordinance read as follows:

Exhibit “A”.
(To Ordinance)

Fifteenth Amendment To The District
Cooling System Use Agreement.

     This Fifteenth Amendment to the District Cooling System Use Agreement (the “Fifteenth Amendment”) dated as of                         , 2000 (the “Effective Date”) by and between the City of Chicago, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and Unicom Thermal Technologies, Inc., an Illinois corporation (the “Grantee”), being a wholly-owned subsidiary of UT Holdings, Inc., being a wholly-owned subsidiary of Unicom Enterprises, Inc., which is one hundred percent (100%) owned by Unicom Corporation.

Witnesseth:

     Whereas, The City and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994 (the “Original Agreement”), as heretofore amended (the “Current Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     Whereas, (Sub)Exhibit 1 to the Current Agreement describes the “Current Distribution Facilities” (as such term is defined in the Current Agreement) for the Grantee’s System; and

     Whereas, (Sub)Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the Current Distribution Facilities; and

     Whereas, Grantee desires to extend the term of the Current Agreement which currently expires on December 31, 2015 for an additional five (5) years from December 31, 2015 to December 31, 2020; and

     Whereas, Under the Current Agreement, the general compensation (as defined in the Current Agreement) to be paid by the Grantee to the City, beginning on January 1, 2000 is set at

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the greater of Four Hundred Eighty Thousand Dollars ($480,000) or two percent (2%) of total gross billings (the “Percentage Based Fee”); and

     Whereas, The Current Agreement permits the City to renegotiate general compensation effective as of each adjustment date (as defined in the Current Agreement); and

     Whereas, January 1, 2000 constitutes the next adjustment date under the Current Agreement; and

     Whereas, Pursuant to and in accordance with the provisions of the Current Agreement, the City and Grantee have agreed to adjust the Percentage Based Fee, effective January 1, 2000 to three percent (3%) of Total Gross Billings; and

     Whereas, The Current Agreement currently provided that if the City were to seek to increase the Percentage Based Fee to more than three percent (3%) of total gross billings, Grantee will be entitled under certain circumstances to demand arbitration as to whether such increase beyond three percent (3%) of the total gross billings was “unreasonable” (“Arbitration”); and

     Whereas, Grantee and the City have agreed to amend the Current Agreement so that Arbitration may not be resorted to by Grantee unless the City seeks an increase at a future adjustment date that results in the Percentage Based Fee being in excess of four percent (4%) and to add a new adjustment date of January 1, 2015; and

     Whereas, Grantee has also agreed to provide the City utility audits at no cost to the City as described in this Fifteenth Amendment; and

     Whereas, Grantee wishes for internal corporate reasons to transfer ownership (the “Proposed Transfer”) of its Approved Plant located in the Merchandise Mart (commonly known as and referred to in (Sub)Exhibit 1 and herein as “Plant 4”) to a subsidiary of its parent corporation UT Holdings, Northwind Chicago L.L.C. (“Northwind”); and

     Whereas, The Proposed Transfer requires City approval under the provisions of the Current Agreement; and

     Whereas, The City is prepared to consent to the Proposed Transfer if: (1) the Proposed Transfer does not adversely affect amounts to be paid the City under the Current Agreement, and (2) Northwind assumes responsibility for the same or substantially similar obligations Grantee has undertaken in the Current Agreement with regard to the construction, installation, operation and maintenance of Plant 4; and

     Whereas, The City, Grantee and Northwind have reached agreement as to the basic terms under which the City will consent to the Proposed Transfer (the “Basic Terms”) in substantially the form attached hereto as (Sub)Exhibit 7; and

     Whereas, (Sub)Exhibit 1 to the Current Agreement (the “Current Exhibits”) shall be amended, as further described and depicted in Amended (Sub)Exhibit 1, as attached to this Fifteenth Amendment (“Amended (Sub)Exhibit 1”) to reflect the potential change of ownership

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of Plant 4 upon the execution by all parties of a Consent and Assumption Agreement which embodies the Basic Terms, such Agreement upon execution to be attached to the Current Agreement as part of (Sub)Exhibit 8; and

     Whereas, The City Council of the City on                 , 2000 approved execution of a Fifteenth Amendment to the Current Agreement in substantially the form of this Fifteenth Amendment, including the Amended Exhibit (the “Ordinance”); and

     Whereas, The City and the Grantee now desire to amend the Current Agreement, subject to the terms and conditions set forth below;

     Now, Therefore, It is agreed by the parties hereto as follows:

     Section 1. The above recitals are expressly incorporated herein and made a part of this Fifteenth Amendment by reference as though fully set forth herein. The capitalized terms not otherwise defined herein shall have the meanings set forth in the Current Agreement.

     Section 2. As of the Effective Date of this Fifteenth Amendment, the definition of “Total Gross Billings” in the Current Agreement is hereby amended to read as follows:

“Total Gross Billings” shall mean the sum of (1) all amounts billed by Grantee and/or due to Grantee to be paid in cash, credits or property of any kind or nature arising from or attributable to, directly or indirectly, or in any way derived from, Grantee’s operation, lease, exchange or use of its District Cooling System from all Approved Plants or sale or lease of District Cooling System within the City, whether or not such amounts are actually collected and (2) any other revenue arising from the possession by Grantee or any Affiliate of its rights under this Agreement. If Grantee does not bill a particular customer (including an Affiliate) for Services provided by Grantee, then there shall be imputed as billings included within Total Gross Billings an amount equal to the billings that would have been billed by Grantee to a like customer for the provision of Services identical or as closely similar as possible in usage and nature to the Services being provided to the customer not being billed. If Grantee or any Affiliate operating an Affiliated Plant does not bill itself for services provided for its own internal use beyond the use needed for operation of the District Cooling System, there shall be imputed as billings included within Total Gross Billings, the amount that would have been billed to a like customer for Services identical or as closely similar in nature and usage as possible to the Services being so used by Grantee. No expenses or allowances shall be deducted from Total Gross Billings. The term “Total Gross Billings” shall also include all billings and other amounts derived from or imputed to any Affiliated Plant, in the same fashion as if such Affiliated Plant were owned by Grantee. Total Gross Billings shall include only amounts related solely to Chicago-based operations.

     Section 3. As of the Effective Date of this Fifteenth Amendment, the Current Agreement is hereby amended to add the following definition of “Affiliated Plant”:

     “Affiliated Plant” shall mean an Approved Plant, the ownership of which, with prior City written consent, has been transferred to an Affiliate.

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     Section 4. As of the Effective Date of this Fifteenth Amendment, the definition of “District Cooling System” in the Current Agreement is hereby amended to read as follows:

     “District Cooling System” for purposes of this Agreement shall mean collectively all Approved Plants and Distribution Facilities used by Grantee or, in the case of Affiliated Plants, one (1) or more Affiliates, to provide district cooling chilled water and related air-conditioning service generated by an Approved Plant(s) to its customers within the City on a contractual basis. A District Cooling System is a type of District Energy System.

     Section 5. As of the Effective Date of this Fifteenth Amendment, the definition of “Adjustment Dates” is hereby amended to read as follows:

     “Adjustment Dates” shall mean January 1, 2000, January 1, 2005, January 1, 2010 and January 1, 2015.

     Section 6. As of the Effective Date of this Fifteenth Amendment, Section 2.2 of the Current Agreement is hereby amended so that the “Initial Expiration Date” set forth therein is now December 31, 2020.

     Section 7. As of the Effective Date of this Fifteenth Amendment, the first (1^st) full paragraph of Section 2.3.2 is hereby amended to read as follows:

     Except as set forth in Section 2.3.1, Grantee shall not challenge any increases in Adjusted Compensation up to and including four percent (4%) of Grantee’s Total Gross Billings. If the amount of proposed Adjusted Compensation exceeds four percent (4%) of Grantee’s Total Gross Billings, and if Grantee shall in faith maintain that the amount of any Adjusted Compensation in excess of such four percent (4%) proposed by the City pursuant to Section 2.3.1 is excessive or unreasonable, given the value of the privileges granted to Grantee pursuant to this Agreement, Grantee shall enter into negotiations with the City as expeditiously as possible to reach an agreement as to Adjusted Compensation prior to the applicable Adjustment Date. In the event that an agreement as to proposed Adjusted Compensation over four percent (4%) of Total Gross Billings is not reached within ninety (90) days, Grantee shall have the right to make a demand for arbitration in writing to the City within thirty (30) days after such Adjustment Date. If no such demand is timely made, the proposed Adjusted Compensation shall become effective, retroactively from the proposed Adjustment Date. In the event of a timely demand for arbitration, the City and Grantee shall each appoint an arbitrator and a third (3^rd) arbitrator shall be appointed by the arbitrators so appointed. Each arbitrator shall have at least five (5) years of experience in the field of rights-of-way or land valuation. Pursuant to the then current rules of the American Arbitration Association, or any successor organization, an arbitration shall held be as expeditiously as possible.

     Section 8. As of the date of transfer of Plant 4 to Northwind, the (Sub)Exhibit 1 will be deemed superseded and replaced by Amended (Sub)Exhibit 1, subject in all cases to the completion of all conditions for such transfer set forth in the ordinance.

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     Section 9. As of the Effective Date of this Fifteenth Amendment, pursuant to Section 7.12(b) of this Current Agreement, Section 5.1 of the Current Agreement is hereby amended in its entirety to read as follows:

     “Section 5.1 General Compensation.

Grantee agrees to pay or cause to be paid to the City as General Compensation during each Compensation Year for the use of the Public Ways throughout the duration of this Agreement (subject to the City’s rights of adjustment set forth in Section 2.3 and Section 7.12 hereof) a sum equal to the General Compensation as set forth below: the General Compensation during the Compensation Year ending December 31, 1995 shall be the greater of Fifty Thousand Dollars ($50,000) or two percent (2%) of Grantee’s Total Gross Billings. The General Compensation during the Compensation Year ending December 31, 1996 shall be the greater of One Hundred Forty Thousand Dollars ($140,000) or two percent (2%) of Grantee’s Total Gross Billings. The General Compensation during the Compensation Year ending December 31, 1997 shall be the greater of Three Hundred Twenty Thousand Dollars ($320,000) or two percent (2%) of Grantee’s Total Gross Billings. For the 1998 Compensation Year, the General Compensation fees shall be the greater of Three Hundred Twenty Thousand Dollars ($320,000) or two percent (2%) of Total Gross Billings. For the 1999 Compensation Year, the General Compensation shall be the greater of Four Hundred Fifty-Six Thousand Dollars ($456,000) (including an increase in the minimum monthly fixed fee from Thirty-three Thousand Eight Hundred Thirty-three and 33/100 Dollars ($33,833.33) to Forty Thousand Dollars ($40,000) commencing on May 1, 1999) or two percent (2%) of Total Gross Billings (including for 1999 and all future Compensation Years amounts generated by the Fourth Plant). For the 2000 Compensation Year, the General Compensation shall be the greater of Four Hundred Eighty Thousand Dollars ($480,000) or three percent (3%) of Total Gross Billings. For each Compensation Year beginning with the 2001 Compensation Year, the General Compensation fee shall be three percent (3%) of Total Gross Billings; but in no case shall the General Compensation for any Compensation Year beginning with 2001 be less than Four Hundred Eighty Thousand Dollars ($480,000). Each rate of compensation in the Compensation Years beginning with 2001 shall be adjusted for the rate of inflation during the preceding Compensation Year pursuant to the Consumer Price Index for Urban Affairs. All rates of compensation set forth in this paragraph are subject to the City’s right of adjustment set forth in Section 2.3 and Section 7.12 hereof, as applicable.”

     Section 10. Grantee will cause to be performed energy efficiency audits (“Energy Audits”) at facilities owned by members of the Chicago Power Alliance (the City, the Chicago Transit Authority, the School Board, the Chicago Park District and the City Colleges of Chicago), as directed by the City’s Commissioner of the Department of Environment in accordance with specifications to be developed by said Commissioner and reasonably agreed to by Grantee by no later than March 30, 2000. Grantee will cause five (5) Energy Audits to be performed (maximum of one hundred fifty thousand (150,000) square feet total) in each of the next five (5) years (maximum total of seven hundred fifty thousand (750,000) square feet total), beginning in the year 2000. Energy Audits are to be performed by qualified engineering firm(s) agreed upon by both parties. The Commissioner of the City’s Department of Environment shall

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notify Grantee by no later than March 30 in each year which buildings shall be subject to the Energy Audits during such year.

     Section 11. The Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is employed by the Grantee or has a personal, financial or economic interest directly or indirectly in this Fifteenth Amendment or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to (Chapter 2-156) of the Municipal Code of Chicago (the “Code”). No payment, gratuity or offer of employment shall be made in connection with this Fifteenth Amendment by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of said Chapter 2-156 shall be voidable as to the City.

     Section 12. Neither the Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, the Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33-11 (1994 State Bar Edition) and under the Illinois Municipal Code, 65 ILCS 5/1-1, et seq. (1994 State Bar Edition).

     Section 13. It shall be the duty of the Grantee, all contractors, all consultants and all officers, directors, agents, partners and employees of the Grantee to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall inform all its contractors of the provision and require understanding and compliance herewith.

     Section 14. The Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois. The Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.

     Section 15. If the Grantee conducts any business operations in Northern Ireland, it is hereby required that the Grantee make all reasonable and good faith efforts to conduct any such business operations in Northern Ireland in accordance with the MacBride Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 Ill. Laws 3220).

     Section 16. Pursuant to Section 2-156-030(b) of the Municipal Code of the City of Chicago, it is illegal for any elected official of the city, or any person acting at the discretion of such official, to contact, either orally or in writing, any other city official or employee with respect to any matter involving any with whom the elected official has a business relationship, or to participate in any discussion in any City Council committee hearing or in any City Council meeting or to vote in any discussion in any City Council meeting hearing or in any City Council meeting or to vote on any matter involving the person with whom an elected official has a business relationship. Violation of Section 2-156-030(b) by any elected official with respect to this Fifteenth Amendment shall be grounds for termination of the Current Agreement and this

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Fifteenth Amendment. The term business relationship is defined as set forth in Section 2-156-080 of the Municipal Code of Chicago.

     Section 2-156-080 defines a “business relationship” as any contractual or other private business dealing of an official, or his or her spouse, or of any entity in which an official or his or her spouse has a financial interest, with a person or entity which entitles an official to compensation or payment in the amount of Two Thousand Five Hundred Dollars ($2,500) or more in a calendar year; provided, however, a financial interest shall not include: (i) any ownership through purchase at fair market value or inheritance of less than one percent (1%) of the share of a corporation, or any corporate subsidiary, parent of affiliate thereof, regardless of the value of or dividends of such shares, if such shares are registered on a securities exchange pursuant to the Securities Exchange Act of 1934, as amended; (ii) the authorized compensation paid to an official or employee for his or her employment; (iii) any economic benefit provided equally to all residents of the city; (iv) a time or demand deposit in a financial institution; or (v) an endowment or insurance policy or annuity contract purchased from an insurance company. A “contractual or other private business dealing” shall not include any employment relationship of an official’s spouse with an entity when such spouse has no discretion concerning or input relating to the relationship between that entity and the city.

     Section 17. Except as expressly modified in this Fifteenth Amendment, all other terms, covenants and conditions in the Current Agreement (including (sub)exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including (sub) exhibits and attachments) are deemed reaffirmed as if made as of the date hereof.

[Balance of page intentionally left blank.]

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     In Witness Whereof, The City has caused this Fifteenth Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written.

[Seal]	City of Chicago
	By:
City Clerk		Title:	Commissioner of the
			Department of
			Environment
	By:
		Title:	Director of the
			Department of
			Revenue
	By:
		Title:	Commissioner of the
			Department of
			Transportation
Reviewed as to form and legality:
Assistant Corporation
Counsel
Attest:	Unicom Thermal Technologies, Inc.
	By:
		Title:	President

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     Amended (Sub)Exhibits 1 and (Sub)Exhibit 7 referred to in this Fifteenth Amendment to the District Cooling System Use Agreement with Unicom Thermal Technologies, Inc. read as follows:

Amended (Sub)Exhibit 1.
(To Fifteenth Amendment To District Cooling System Use
Agreement With Unicom Thermal Technology, Inc.)

     The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the approved plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact locations of the Grantee’s Distribution Facilities.

Production Plant Number 1:	Northeast corner of South State Street and East Adams Street.
Distribution Piping:	In South LaSalle Street proceeding for two hundred (200) feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from West Adams Street to West Lake Street including the portions of the Dearborn Street/Madison Street intersection. In Adams Street from South LaSalle Street to South Michigan Avenue. In West Madison Street, from West Dearborn Street to the north/south public alley which lies one hundred twenty (120) feet west of the west right-of-way line of State Street and in said alley from Madison Street to Monroe Street. In City property at the northwest corner of West Carroll Avenue and North Dearborn Street.
Production Plant Number 2:	Northwest corner of South Franklin Street and West Congress Parkway.
Distribution Piping:	In West Van Buren Street, from South Wacker Drive to South Franklin Street. In West Franklin Street, from West Van Buren Street to West Randolph Street. In West Jackson Boulevard, from South Franklin Street to South Dearborn Street. In the Jackson Boulevard/Dearborn Street intersection and in South Dearborn Street, from such intersection to one hundred (100) feet south of such intersection. In North LaSalle Street, from West Wacker Drive to

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	West Van Buren Street. In West Washington Boulevard, from North LaSalle Street to approximately three hundred (300) feet west of North Franklin Street. In the Washington Street trolley tunnel, from three hundred (300) feet west of North Franklin Street to East North Water Street. On City property consisting of viaducts and/or bridge facilities located between Canal Street and the south branch of the Chicago River in the following locations: West Washington Boulevard and West Monroe Street. In West Monroe Street, from Dearborn Street to Clark Street.
Production Plant Number 3:	Northeast corner of East Randolph Street and North Columbus Drive (located in the Blue Cross/Blue Shield Building).
Distribution Piping:	In North Columbus Drive, from East Randolph Street to East South Water Street. In East South Water Street, from North Columbus Drive to North Garland Court. In North Garland Court, from East Lake Street to approximately three hundred (300) feet north of East Wacker Drive. In Lake Street, from North Garland Court to North LaSalle Street.
	In the LaSalle Street trolley tunnel, from West Lake Street to approximately fifty (50) feet north of West Carroll Avenue. In West Carroll Avenue, from the westerly right-of-way line of North Wells Street to North Clark Street, and in addition, the North Clark Street/West Carroll Avenue and North Dearborn Street/West Carroll Avenue intersections. To the extent of City property interests therein, in the lower West Carroll Avenue access driveway (but only to the extent permitted by and consistent with City property interest therein) extending from the south line of West Kinzie Street beginning at a point eighty-eight (88) feet east of North Dearborn Street for a distance of approximately ninety-eight (98) feet south and thence generally in a southwesterly direction for approximately one hundred fifty-one (151) feet to the intersection of lower West Carroll Avenue and North Dearborn Street. In West Kinzie Street, from seventy-five (75) feet east of North Dearborn Street to seventy-five (75) feet east of North State Street. In North LaSalle Street, from West Carroll Avenue to approximately fifty (50) feet

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	north of West Carroll Avenue. Across and under West Kinzie Street, from the Merchandise Mart to the building commonly known as 400 North Franklin Street, for piping with a maximum trench-width of six (6) feet to be located west of the North Franklin Street/West Kinzie Street intersection and east of the North Orleans Street/West Kinzie Street intersection. Across and under North Orleans Street, from the Merchandise Mart to the Apparel Center, for piping with a maximum trench-width of six (6) feet to be located south of the West Kinzie Street/North Orleans Street intersection and north of the Chicago River.
	In a portion of West Kinzie Street, from seventy-five (75) feet east of North Dearborn Street to North Dearborn Street. In North Dearborn Street, from West Kinzie Street to West Ontario Street. In West Ontario Street, from North Dearborn Street to North Wabash Avenue. In North Wabash Avenue, from East Grand Avenue to East Erie Street. In East Erie Street, from North Wabash Avenue to North Rush Street. In East Grand Avenue, from North Wabash Avenue to twenty-five (25) feet east of North Michigan Avenue. In North Rush Street, from East Erie Street to East Superior Street.
	In North Garland Court, from East Lake Street to East Benton Place. In East Benton Place, from North Garland Court to North Wabash Avenue.
Production Plant Number 4:*	North Orleans Street on the west, North Wells Street on the east, West Kinzie Street on the north, and the Chicago River on the south (located in the Merchandise Mart building).
Distribution Piping Plant Number 4:	In West Washington Boulevard, from North Dearborn Street to North State Street. Under the North Orleans Street viaduct, from Grantee’s existing piping (north of the Chicago River) to East Kinzie Street. In East Kinzie Street, from the East Kinzie Street/North Orleans Street intersection west to the north/south public alley west of North Orleans Street; north in said north/south public alley to the

* Plant Number 4 is anticipated to be transferred to Northwind Chicago L.L.C. as an Affiliated Plant.

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east/west public alley. From said east/west public alley west to a point two hundred twenty and zero-tenths (220.0) feet west of North Orleans Street. In North State Street, from Lake Street to Randolph Street.

     This (sub)exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend the locations of the Distribution Facilities based on changes in construction conditions. All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

(Sub)Exhibit 7.
(To Fifteenth Amendment To District Cooling System Use
Agreement With Unicom Thermal Technology, Inc.)

     Basic Terms for Consent and Assumption Agreement for Transfer of Plant 4 (“Consent Agreement”):

Description of Transfer:	U.T.T., an Illinois corporation (“U.T.T.”) will transfer one hundred percent (100%) of its ownership rights to the District Cooling Plant located in the Merchandise Mart (known as “Plant 4”) to Northwind Chicago, L.L.C. (“Northwind”) a Delaware limited liability corporation. Both U.T.T. and Northwind are one hundred percent (100%) subsidiaries of UT Holdings.
Compensation:	U.T.T. shall include within Total Gross Billings for purposes of General Compensation under the Current Agreement all billing derived from or inputed to Plant 4. U.T.T. shall provide or cause to be provided as part of its annual audit under the Current Agreement information regarding Plant 4’s Total Gross Billings which is comparable to the information required to be provided by U.T.T. under the Current Agreement as to its System.
Insurance, Letter of Credit:	Northwind shall provide the City with insurance and security instruments regarding Plant 4 which are comparable in levels and scope of coverage to the insurance and security provided the City by

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	U.T.T. under the Current Agreement. The City shall be added as an additional insured to all appropriate insurance policies.
Other Provisions:	M.B.E./W.B.E., Chicago residency and other standard City practices applicable to Plant 4 and to U.T.T.’s activities in relation thereto shall be agreed to and assumed by Northwind.
Guarantee:	UT Holdings or another authorized party acceptable to the Commissioners shall guarantee performance by Northwind of its obligations under the Current Agreement.
Term:	Same as Current Agreement.

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Exhibit “B”.
(To Ordinance)

     Basic Terms for Consent and Assumption Agreement for Transfer of Plant 4 (“Consent Agreement”).

Description of Transfer:	U.T.T., an Illinois corporation (“U.T.T.”) will transfer one hundred percent (100%) of its ownership rights to the District Cooling Plant located in the Merchandise Mart (known as “Plant 4”) to Northwind Chicago, L.L.C. (“Northwind”) a Delaware limited liability corporation. Both U.T.T. and Northwind are one hundred percent (100%) subsidiaries of UT Holdings.
Compensation:	U.T.T. shall include within Total Gross Billings for purposes of General Compensation under the Current Agreement all billing derived from or inputed to Plant 4. U.T.T. shall provide or cause to be provided as part of its annual audit under the Current Agreement information regarding Plant 4’s Total Gross Billings which is comparable to the information required to be provided by U.T.T. under the Current Agreement as to its System.
Insurance Letter of Credit:	Northwind shall provide the City with insurance and security instruments regarding Plant 4 which are comparable in levels and scope of coverage to the insurance and security provided the City by U.T.T. under the Current Agreement. The City shall be added as an additional insured to all appropriate insurance policies.
Other Provisions:	M.B.E./W.B.E., Chicago residency and other standard City practices applicable to Plant 4 and to U.T.T.’s activities in relation thereto shall be agreed to and assumed by Northwind.
Guarantee:	UT Holdings or another authorized party acceptable to the Commissioners shall guarantee performance by Northwind of its obligations under the Current Agreement.
Term:	Same as Current Agreement.

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     This Sixteenth Amendment to District Cooling System Use Agreement (the “Sixteenth Amendment”), dated as of March 15, 2000 (the “Effective Date”) by and between the City of Chicago, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and Unicom Thermal Technologies, Inc., an Illinois corporation (the “Grantee”), being a wholly-owned subsidiary of UT Holdings, Inc. being a wholly-owned subsidiary of Unicom Enterprises, Inc., which is 100% owned by Unicom Corporation.

WITNESSETH:

     WHEREAS, the City and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994 (the “Original Agreement”), as heretofore amended (the “Current Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current Distribution Facilities” (as such term is defined in the Current Agreement) for the Grantee’s System; and

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the Current Distribution Facilities; and

     WHEREAS, Grantee intends to construct, install, operate and maintain a new chilling plant and/or production plant to be located at the Hardford Plaza Building, 150 South Wacker Drive (the “Fifth Plant”) which once installed and operational is anticipated to increase capacity of Grantee’s System (including all Affiliated Plants) from an existing capacity of 98,986 tons/hour to a maximum capacity of 101,986 tons/hour (the “Fifth Plant”); and

     WHEREAS, the Grantee also desires to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances to be used exclusively in the provision of District Cooling Services and to be located in the City’s public ways in the following: (i) in a portion of West Adams Street from Franklin Street to a point 100 feet west of Lower Wacker Drive; (ii) in a portion of East Randolph Street from Columbus Drive

to Michigan Avenue; (iii) in a portion of Jackson Boulevard from Dearborn Street to 150 feet east of State Street; (collectively the “Additional Distribution Facilities”); and

     WHEREAS, the Grantee desires to amend Exhibits 1 and 2 to Plant 5 and the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Amended Exhibits 1 and 2, each as attached to this Sixteenth Amendment (collectively, the “Amended Exhibits”); and

     WHEREAS, the City Council of the City on February 16, 2000, approved execution of an Sixteenth Amendment to the Current Agreement in substantially the form of this Sixteenth Amendment, including the Amended Exhibits (the “Ordinance”); and

     WHEREAS, the City and the Grantee now desire to amend the Current Agreement, subject to the terms and conditions set forth below;

     NOW, THEREFORE,

     It is agreed by the parties hereto as follows:

     Section 1. The above recitals are expressly incorporated herein and made a part of this Sixteenth Amendment by reference as though fully set forth herein. The capitalized terms not otherwise defined herein shall have the meanings set forth in the Current Agreement.

     Section 2. As of the Effective Date of this Sixteenth Amendment, the Current Exhibits are conditionally deemed superseded and replaced by the Amended Exhibits, subject in all cases to the conditions set forth in Section 3 of this Amendment. The inclusion of the Fifth Plant in the System is deemed approved; subject, however to (1) obtaining and acting pursuant to any and all City permits required in connection therewith and (2) to obtaining prior to commencement of any work all necessary consents and property rights, if applicable, of private property owners, if applicable, to such construction, installation, operation and maintenance. Exhibits to the Current Agreement not amended by the Amended Exhibits remain the same.

     Section 3. As of the Effective Date of this Sixteenth Amendment, pursuant to Section 7.12(b) of this Current Agreement, Section 5.1 of the Current Agreement is hereby amended in its entirety to read as follows:

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“Section 5.1 General Compensation.

Grantee agrees to pay the City as General Compensation during each Compensation year for the use of the Public Ways throughout the duration of this Agreement (subject to the City’s rights of adjustment set forth in Section 2.3 and Section 7.12 hereof) a sum equal to the General Compensation as set forth below: The General Compensation during the Compensation Year ending December 31, 1995 shall be the greater of $50,000 or two percent (2%) of Grantee’s Total Gross Billings. The General Compensation during the Compensation Year ending December 31, 1996 shall be the greater of $140,000 or two percent (2%) of Grantee’s Total Gross Billings. The General Compensation during the Compensation Year ending December 31, 1997 shall be the greater of $320,000 or two percent (2%) of Grantee’s Total Gross Billings (including for 1997 and all future Compensation Years amounts generated by the Third Plant). For the 1998 Compensation Year, the General Compensation fees shall be the greater of $320,000, or 2% of Total Gross Billings. For the 1999 Compensation Year, the General Compensation shall be the greater of $456,000 (including an increase in the minimum monthly fee from $38,833.33 to $40,000,000 commencing on May 1, 1999) or two percent (2%) of Total Gross Billings (including for 1999 and all future Compensation Years amounts generated by the Fourth Plant (whether owned by Grantee or an Affiliate). For each Compensation Year beginning with the 2000 Compensation Year, the General Compensation fee shall be the greater of $495,000 or three percent (3%) of Total Gross Billings; but in no case shall the General Compensation for any Compensation Year beginning with 2001 be less than $495,000. Each rate of compensation in the Compensation Years beginning with 2001 shall be adjusted for the rate of inflation during the preceding Compensation Year

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pursuant to the Consumer Price Index for Urban Affairs. All rates of compensation set forth in this paragraph are subject to the City’s right of adjustment set forth in Section 2.3 and Section 7.12 hereof, as applicable.”

     Section 4. The Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is employed by the Grantee or has a personal financial or economic interest directly or indirectly in this Sixteenth Amendment or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to (Chapter 2-156) of the Municipal Code of Chicago (the “Code”). No payment, gratuity or offer of employment shall be made in connection with this Thirteenth Amendment by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of said Chapter 2-156 shall be voidable as to the City.

     Section 5. Neither the Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, the Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33-11 (1994 State Bar Edition) and under the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition.

     Section 6. It shall be the duty of the Grantee, all contractors, all consultants, and all officers, directors, agents, partners, and employees of the Grantee to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall inform all its contractors of the provision and require understanding and compliance herewith.

     Section 7. The Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois. The Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.

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     Section 8. If the Grantee conducts any business operations in Northern Ireland, it is hereby required that the Grantee make all reasonable and good faith efforts to conduct any such business operations in Northern Ireland in accordance with the MacBride Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 Ill. Laws 3220).

     Section 9. Pursuant to Section 2-156-030(b) of the Municipal Code of the City of Chicago, it is illegal for any elected official of the city, or any person acting at the discretion of such official, to contact, either orally or in writing, any other city official or employee with respect to any matter involving any person with whom the elected official has a business relationship, or to participate in any discussion in any city council committee hearing or in any city council meeting or to vote in any discussion in any city council meeting hearing or in any city council meeting or to vote on any matter involving the person with whom an elected official has a business relationship. Violation of Section 2-156-030(b) by any elected official with respect to this Sixteenth Amendment shall be grounds for termination of the Current Agreement and this Sixteenth Amendment. The term business relationship is defined as set forth in Section 2-156-080 of the Municipal Code of Chicago.

     Section 2-156-080 defines a “business relationship” as any contractual or other private business dealing of an official, or his or her spouse, or of any entity in which an official or his or her spouse has a financial interest, with a person or entity which entitles an official to compensation or payment in the amount of $2,500 or more in a calendar year; provided, however, a financial interest shall not include: (i) any ownership through purchase at fair market value or inheritance of less than one percent of the share of a corporation, or any corporate subsidiary, parent of affiliate thereof, regardless of the value of or dividends of such shares, if such shares are registered on a securities exchange pursuant to the Securities Exchange Act of 1934, as amended; (ii) the authorized compensation paid to an official or employee for his or employment; (iii) any economic benefit provided equally to all residents of the city; (iv) a time or demand deposit in a financial institution; or (v) an endowment or insurance policy or annuity contract purchased from an insurance company. A “contractual or other private business dealing” shall not include any employment relationship of an official’s spouse with an entity when such spouse has no discretion concerning or input relating to the relationship between that entity and the city.

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     Section 10. Except as expressly modified in this Sixteenth Amendment, all other terms covenants and conditions in the Current Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof.

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     IN WITNESS WHEREOF, the City has caused this Sixteenth Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written.

(SEAL)	CITY OF CHICAGO
/s/ James J. Laski	By:	/s/ [ILLEGIBLE]
City Clerk		Title:	Commissioner of the Department of Environment
	By:	/s/ [ILLEGIBLE]
		Title:	Director of the Department of Revenue
	By:	/s/ [ILLEGIBLE]
		Title:	Commissioner of the Department of Transportation
Reviewed as to form and legality:
/s/ [ILLEGIBLE]
Assistant Corporation Counsel
ATTEST:	UNICOM THERMAL TECHNOLOGIES, INC.
/s/ [ILLEGIBLE]	By:	/s/ [ILLEGIBLE]
		Title:	President

EXHIBIT 1

     The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the approved plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact locations of the Grantee’s Distribution Facilities.

Production Plant #1:	Northeast corner of South State Street and East Adams Street
Distribution Piping:	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Lake Street including the portions of the Dearborn Street/Madison Street intersection. In Adams Street from LaSalle Street to Michigan Avenue. In Madison Street, from Dearborn Street to the north/south public alley which lies 120 feet west of the west right-of-way line of State Street and in said alley from Madison Street to Monroe Street. In City property at the northwest corner of Carroll Avenue and Dearborn Street.
Production Plant #2:	Northwest corner of South Franklin Street and West Congress Parkway
Distribution Piping:	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street to Randolph Street. In Jackson Boulevard from Franklin Street to 150 feet East of State Street. In the Jackson Boulevard/Dearborn Street intersection and in Dearborn Street from such intersection to 100 feet south of such intersection. In LaSalle Street, from West Wacker Drive to Van Buren Street. In Washington Boulevard, from LaSalle Street to approximately 300 feet west of Franklin Street. In the Washington Street Trolley Tunnel from 300 feet west of Franklin Street to North Water Street. On City property consisting of viaducts and/or bridge facilities located between Canal Street and the South Branch of the Chicago River in the following locations: West Washington Boulevard and West Monroe Street. In Monroe Street, from Dearborn Street to Clark Street.
Production Plant #3	Northeast corner of Randolph and Columbus Drive (located in the Blue Cross/Blue Shield Building).

Distribution Piping:	In Columbus Drive, from Randolph Street to South Water Street. In South Water Street, from Columbus Drive to Garland Court. In Garland Court from Lake Street to approximately 300 feet north of Wacker Drive. In Lake Street, from Garland Court to LaSalle Street.
	In LaSalle Street Trolley Tunnel, from Lake Street to approximately 50 feet north of West Carroll Avenue. In West Carroll Avenue, from the westerly right of way line of Wells Street to Clark Street, and in addition, the Clark Street/Carroll Avenue and Dearborn Street/Carroll Avenue intersections. To the extent of City property interests therein, in the lower Carroll Avenue access driveway (but only to the extent permitted by and consistent with City property interest therein) extending from the south line of West Kinzie Street beginning at a point 88 feet east of North Dearborn Street for a distance of approximately 98 feet south and thence generally in a southwesterly direction for approximately 151 feet to the intersection of lower Carroll Avenue and North Dearborn Street. In Kinzie Street from 75 feet east of Dearborn Street to 75 feet east of State Street. In LaSalle Street from West Carroll Avenue to approximately 50 feet north of West Carroll Avenue. Across and under Kinzie Street from the Merchandise Mart to the building commonly known as 400 N. Franklin Street for piping with a maximum trench-width of six (6) feet to be located west of the Franklin Street/ Kinzie Street intersection and east of the Orleans Street/Kinzie Street intersection. Across and under Orleans Street from the Merchandise Mart to the Apparel Center for piping with a maximum trench-width of six (6) feet to be located south of the Kinzie Street/Orleans Street intersection and north of the Chicago River.
	In a portion of Kinzie Street from 75 feet east of Dearborn to Dearborn Street. In Dearborn Street from Kinzie Street to Ontario Street. In Ontario Street from Dearborn Street to Wabash Avenue. In Wabash Avenue from Grand Avenue to Erie Street. In Erie Street from Wabash Avenue to Rush Street. In Grand Avenue from Wabash Avenue to 25 feet east of Michigan Avenue. In Rush Street from Erie Street to Superior Street.
	In Garland Court from Lake Street to Benton Place. In Benton Place from Garland Court to Wabash Avenue. In Randolph Street from Columbus Drive to and including Michigan Avenue.

Production Plant #4:*	North Orleans Street on the west, North Wells Street on the east, West Kinzie Street on the north, and the Chicago River on the south (located in the Merchandise Mart building).
*Plant 4 is anticipated to be transferred to Northwind Chicago L.L.C. as an Affiliated Plant
Distribution Piping: Plant #4	In Washington Boulevard from Dearborn Street to State Street. Under the Orleans Street viaduct from Grantee’s existing piping (north of the Chicago River) to Kinzie Street. In Kinzie Street from the Kinzie Street/Orleans Street intersection west to the north-south public alley west of Orleans Street; north in said north-south public alley to the east-west public alley. From said east-west public alley west to a point 220.0 feet west of North Orleans Street. In State Street from Lake Street to Randolph Street.
Production Plant #5:	Northwest corner of South Wacker Drive and West Adams Street (located in the Hartford Plaza Building), 150 South Wacker Drive.
Distribution Piping: Plant #5	In West Adams Street from Franklin Street to a point 100 feet West of Lower Wacker Drive.

     This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend the locations of the Distribution Facilities based on changes in construction conditions. All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

“EXHIBIT 2”

Exhibit 3A -	Not included (previous Ordinance)
Exhibit 3B -	Not included (previous Ordinance)
Exhibit 3C -	Not included (previous Ordinance)
Exhibit 4 -	Not included (previous Ordinance)
Exhibit 5 -	Not included (previous Ordinance)
Exhibit 6 -	Not included (previous Ordinance)
Exhibit 7 -	Not included (previous Ordinance)

     This Seventeenth Amendment to District Cooling System Use Agreement (the “Seventeenth Amendment”), dated as of June 1, 2000 (the “Effective Date”) by and between the City of Chicago, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and Unicom Thermal Technologies, Inc., an Illinois corporation (the “Grantee”), being a wholly-owned subsidiary of UT Holdings, Inc. being a wholly-owned subsidiary of Unicom Enterprises, Inc., which is 100% owned by Unicom Corporation.

W I T N E S S E T H:

     WHEREAS, the City and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994 (the “Original Agreement”), as heretofore amended (the “Current Agreement”), which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current Distribution Facilities” (as such term is defined in the Current Agreement) for the Grantee’s System; and

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the Current Distribution Facilities; and

     WHEREAS, the Grantee desires to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances to be used exclusively in the provision of District Cooling Services and to be located in the City’s public ways in the following segments: (i) in a portion of North Kingsbury Street from West Hubbard Street to West Chicago Avenue to and including the North Kingsbury Street/West Chicago Avenue intersection; (ii) in a portion of West Chicago Avenue from North Kingsbury Street to North Larrabee Street; (iii) in a portion of West Hubbard Street from North Kingsbury Street to the north/south alley immediately east of North Kingsbury Street; and (iv) in a portion of said north/south alley east of North Kingsberry Street from West Hubbard Street to the existing piping in the east-west public alley south of West Hubbard Street; (collectively the “Additional Distribution Facilities”); and

     WHEREAS, the Grantee desires to amend Exhibits 1 and 2 to the Current Agreement (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Amended Exhibits 1 and 2, each as attached to this Seventeenth Amendment (collectively, the “Amended Exhibits”); and

     WHEREAS, the City Council of the City on May 17, 2000, adopted an ordinance authorizing and approving execution of an Seventeenth Amendment to the Current Agreement in substantially the form of this Seventeenth Amendment, including the Amended Exhibits (the “Ordinance”); and

     WHEREAS, the City and the Grantee now desire to amend the Current Agreement, including the Current Exhibits, subject to the terms and conditions set forth below;

     NOW, THEREFORE,

     It is agreed by the parties hereto as follows:

     Section 1. The above recitals are expressly incorporated herein and made a part of this Seventeenth Amendment by reference as though fully set forth herein. The capitalized terms not otherwise defined herein shall have the meanings set forth in the Current Agreement.

     Section 2. As of the Effective Date of this Seventeenth Amendment, the Current Exhibits are conditionally deemed superseded and replaced by the Amended Exhibits. Exhibits to the Current Agreement not amended by the Amended Exhibits remain the same.

     Section 3. The Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is employed by the Grantee or has a personal financial or economic interest directly or indirectly in this Seventeenth Amendment or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to (Chapter 2-156) of the Municipal Code of Chicago (the “Code”). No payment, gratuity or offer of employment shall be made in connection with this Seventeenth Amendment by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or

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orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of said Chapter 2-156 shall be voidable as to the City.

     Section 4. Neither the Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, the Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33-11 (1994 State Bar Edition) and under the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition).

     Section 5. It shall be the duty of the Grantee, all contractors, all consultants, and all officers, directors, agents, partners, and employees of the Grantee to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall inform all its contractors of the provision and require understanding and compliance herewith.

     Section 6. The Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois. The Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee.

     Section 7. If the Grantee conducts any business operations in Northern Ireland, it is hereby required that the Grantee make all reasonable and good faith efforts to conduct any such business operations in Northern Ireland in accordance with the MacBride Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 Ill. Laws 3220).

     Section 8. Pursuant to Section 2-156-030(b) of the Municipal Code of the City of Chicago, it is illegal for any elected official of the city, or any person acting at the discretion of such official, to contact, either orally or in writing, any other city official or employee with respect to any matter involving any person with whom the elected official has a business relationship, or to participate in any discussion in any city council committee hearing or in any city council meeting or to vote in any discussion in any city council meeting hearing or in any city council meeting or to vote on any matter involving the person with whom an elected official has a business relationship. Violation of Section 2-156-030(b) by any elected official

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with respect to this Seventeenth Amendment shall be grounds for termination of the Current Agreement and this Seventeenth Amendment. The term business relationship is defined as set forth in Section 2-156-080 of the Municipal Code of Chicago.

     Section 2-156-080 defines a “business relationship” as any contractual or other private business dealing of an official, or his or her spouse, or of any entity in which an official or his or her spouse has a financial interest, with a person or entity which entitles an official to compensation or payment in the amount of $2,500 or more in a calendar year; provided, however, a financial interest shall not include: (i) any ownership through purchase at fair market value or inheritance of less than one percent of the share of a corporation, or any corporate subsidiary, parent of affiliate thereof, regardless of the value of or dividends of such shares, if such shares are registered on a securities exchange pursuant to the Securities Exchange Act of 1934, as amended; (ii) the authorized compensation paid to an official or employee for his or employment; (iii) any economic benefit provided equally to all residents of the city; (iv) a time or demand deposit in a financial institution; or (v) an endowment or insurance policy or annuity contract purchased from an insurance company. A “contractual or other private business dealing” shall not include any employment relationship of an official’s spouse with an entity when such spouse has no discretion concerning or input relating to the relationship between that entity and the city.

     Section 9. Except as expressly modified in this Seventeenth Amendment, all other terms covenants and conditions in the Current Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof.

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     IN WITNESS WHEREOF, the City has caused this Seventeenth Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written.

(SEAL)
	CITY OF CHICAGO
/s/ James J. Laski	By:	/s/ [ILLEGIBLE]
City Clerk	Title: Commissioner of the
	Department of Environment
	By:	/s/ [ILLEGIBLE]
	Title: Director of the Department
	of Revenue
	By:	/s/ [ILLEGIBLE]
	Title: Commissioner of the
	Department of Transportation
Reviewed as to form and legality:
/s/ [ILLEGIBLE]
Assistant Corporation Counsel
ATTEST:	UNICOM THERMAL TECHNOLOGIES, INC.
/s/ [ILLEGIBLE]	By:	/s/ [ILLEGIBLE]
Director	Title: V.P. and General Manager
Exhibit A 17th Amend.wpd

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EXHIBIT 1

     The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the approved plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact locations of the Grantee’s Distribution Facilities.

Production Plant #1:	Northeast corner of South State Street and East Adams Street
Distribution Piping:	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Lake Street including the portions of the Dearborn Street/Madison Street intersection. In Adams Street from LaSalle Street to Michigan Avenue. In Madison Street, from Dearborn Street to the north/south public alley which lies 120 feet west of the west right-of-way line of State Street and in said alley from Madison Street to Monroe Street. In City property at the northwest corner of Carroll Avenue and Dearborn Street.
Production Plant #2:	Northwest corner of South Franklin Street and West Congress Parkway
Distribution Piping:	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street to Randolph Street. In Jackson Boulevard from Franklin Street to 150 feet East of State Street. In the Jackson Boulevard/Dearborn Street intersection and in Dearborn Street from such intersection to 100 feet south of such intersection. In LaSalle Street, from West Wacker Drive to Van Buren Street. In Washington Boulevard, from LaSalle Street to approximately 300 feet west of Franklin Street. In the Washington Street Trolley Tunnel from 300 feet west of Franklin Street to North Water Street. On City property consisting of viaducts and/or bridge facilities located between Canal Street and the South Branch of the Chicago River in the following locations: West Washington Boulevard and West Monroe Street. In Monroe Street, from Dearborn Street to Clark Street.
Production Plant #3	Northeast corner of Randolph and Columbus Drive (located in the Blue Cross/Blue Shield Building).

Distribution Piping:	In Columbus Drive, from Randolph Street to South Water Street. In South Water Street, from Columbus Drive to Garland Court. In Garland Court from Lake Street to approximately 300 feet north of Wacker Drive. In Lake Street, from Garland Court to LaSalle Street.
	In LaSalle Street Trolley Tunnel, from Lake Street to approximately 50 feet north of West Carroll Avenue. In West Carroll Avenue, from the westerly right of way line of Wells Street to Clark Street, and in addition, the Clark Street/Carroll Avenue and Dearborn Street/Carroll Avenue intersections. To the extent of City property interests therein, in the lower Carroll Avenue access driveway (but only to the extent permitted by and consistent with City property interest therein) extending from the south line of West Kinzie Street beginning at a point 88 feet east of North Dearborn Street for a distance of approximately 98 feet south and thence generally in a southwesterly direction for approximately 151 feet to the intersection of lower Carroll Avenue and North Dearborn Street. In Kinzie Street from 75 feet east of Dearborn Street to 75 feet east of State Street. In LaSalle Street from West Carroll Avenue to approximately 50 feet north of West Carroll Avenue. Across and under Kinzie Street from the Merchandise Mart to the building commonly known as 400 N. Franklin Street for piping with a maximum trench-width of six (6) feet to be located west of the Franklin Street/Kinzie Street intersection and east of the Orleans Street/Kinzie Street intersection. Across and under Orleans Street from the Merchandise Mart to the Apparel Center for piping with a maximum trench-width of six (6) feet to be located south of the Kinzie Street/Orleans Street intersection and north of the Chicago River.
	In a portion of Kinzie Street from 75 feet east of Dearborn to Dearborn Street. In Dearborn Street from Kinzie Street to Ontario Street. In Ontario Street from Dearborn Street to Wabash Avenue. In Wabash Avenue from Grand Avenue to Erie Street. In Erie Street from Wabash Avenue to Rush Street. In Grand Avenue from Wabash Avenue to 25 feet east of Michigan Avenue. In Rush Street from Erie Street to Superior Street.
	In Garland Court from Lake Street to Benton Place. In Benton Place from Garland Court to Wabash Avenue. In Randolph Street from Columbus Drive to and including

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	Michigan Avenue.
Production Plant #4:*	North Orleans Street on the west, North Wells Street on the east, West Kinzie Street on the north, and the Chicago River on the south (located in the Merchandise Mart building).

*Plant 4 is anticipated to be transferred to Northwind Chicago L.L.C. as an Affiliated Plant

Distribution Piping: Plant #4	In Washington Boulevard from Dearborn Street to State Street. Under the Orleans Street viaduct from Grantee’s existing piping (north of the Chicago River) to Kinzie Street. In Kinzie Street from the Kinzie Street/Orleans Street intersection west to the north-south public alley west of Orleans Street; north in said north-south public alley to the east-west public alley. In said east-west public alley west to a point 220.0 feet west of North Orleans Street. In the north-south alley east of Kingsbury Street from Hubbard Street to the existing piping in the east-west alley south of Hubbard Street. In Hubbard Street from Kingsbury Street to the north/south public alley immediately east of Kingsbury Street. In Kingsbury Street from Hubbard Street to Chicago Avenue up to and including the intersection of Kingsbury Street and Chicago Avenue. In Chicago Avenue from Kingsbury Street to Larrabee Street. In State Street from Lake Street to Randolph Street.
Production Plant #5:	Northwest corner of South Wacker Drive and West Adams Street (located in the Hartford Plaza Building), 150 South Wacker Drive.
Distribution Piping: Plant #5	In West Adams Street from Franklin Street to a point 100 feet West of Lower Wacker Drive.

     This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend the locations of the Distribution Facilities based on changes in construction conditions. All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

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Exhibit 2

     Exhibit 3A – Not included (previous Ordinance)

     Exhibit 3B – Not included (previous Ordinance)

     Exhibit 3C – Not included (previous Ordinance)

     Exhibit 4 – Not included (previous Ordinances)

     Exhibit 5 – Not included (previous Ordinances)

     Exhibit 6 – Not included (previous Ordinances)

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ORDINANCE

     WHEREAS, on the 14th day of September, 1994, the City Council (the “City Council”) of the City of Chicago, Illinois (the “City”) adopted an Ordinance authorizing the City to enter into a “District Cooling System Use Agreement” (the “Original Agreement”) with Exelon Thermal Technologies, Inc. (formerly Unicom Thermal Technologies and formerly before that Northwind, Inc., and referred to herein as “Grantee”), which grants to Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, the City and Grantee entered into the Original Agreement as of October 1, 1994; and

     WHEREAS, on the 17th day of May, 1995, the City Council adopted an ordinance authorizing the City to enter into a “First Amendment to District Cooling System Use Agreement” (the “First Amendment”); and

     WHEREAS, the First Amendment is dated as of June 1, 1995; and

     WHEREAS, on the 13th day of July, 1995, the City Council adopted an ordinance authorizing the City to enter into a “Second Amendment to District Cooling System Use Agreement” (the “Second Amendment”); and

     WHEREAS, the Second Amendment is dated as of July 15, 1995; and

     WHEREAS, on the 10th day of January, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Third Amendment to District Cooling System Use Agreement” (the “Third Amendment”); and

     WHEREAS, the Third Amendment is dated as of February 1, 1996; and

     WHEREAS, on the 6th day of March, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Fourth Amendment to District Cooling System Use Agreement” (the “Fourth Amendment”); and

     WHEREAS, the Fourth Amendment is dated as of April 1, 1996; and

     WHEREAS, on the 16th day of April, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Fifth Amendment to District Cooling System Use Agreement” (the “Fifth Amendment”); and

     WHEREAS, the Fifth Amendment is dated as of October 1, 1996, and

     WHEREAS, on the 30th day of October, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Sixth Amendment to District Cooling System Use Agreement (the “Sixth Amendment”); and

     WHEREAS, the Sixth Amendment is dated as of November 7, 1996; and

     WHEREAS, on the 11th day of December, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Seventh Amendment to District Cooling System Use Agreement” (the “Seventh Amendment”); and

     WHEREAS, the Seventh Amendment is dated as of January 15, 1997; and

     WHEREAS, on the 7th day of February, 1997, the City Council adopted an ordinance authorizing the City to enter into an “Eighth Amendment to District Cooling System Use Agreement” (the “Eighth Amendment”); and

     WHEREAS, the Eighth Amendment is dated as of May 1, 1997; and

     WHEREAS, on the 30th day of July, 1997, the City Council adopted an ordinance authorizing the City to enter into a “Ninth Amendment to District Cooling Use Agreement” (the “Ninth Amendment”); and

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     WHEREAS, the Ninth Amendment is dated as of August 1, 1997; and

     WHEREAS, on the 10th of September, 1997, the City Council adopted an ordinance authorizing the City to enter into a “Tenth Amendment” to District Cooling Use Agreement (the “Tenth Amendment”); and

     WHEREAS, the Tenth Amendment is dated as of October 1, 1997;

     WHEREAS, on the 5th day of February, 1998, the City Council adopted an Ordinance authorizing the City to enter into an “Eleventh Amendment” to District Cooling Use Agreement (the “Eleventh Amendment”); and

     WHEREAS, the Eleventh Amendment is dated as of March 12, 1998; and

     WHEREAS, on the 29th day of April, 1998, the City Council adopted an Ordinance authorizing the City to enter into a “Twelfth Amendment” to District Cooling Use Agreement (the “Twelfth Amendment); and

     WHEREAS, the Twelfth Amendment is dated as of June 1, 1998; and

     WHEREAS, on the 7th day of October, 1998, the City Council adopted an ordinance authorizing the City to enter into a “Thirteenth Amendment to District Cooling System Use Agreement” (the “Thirteenth Amendment”); and

     WHEREAS, the Thirteenth Amendment is dated as of October 8, 1998; and

     WHEREAS, on the 21st day of April, 1999, the City Council adopted an Ordinance authorizing the City to enter into a Fourteenth Amendment to District Cooling Use Agreement (the “Fourteenth Amendment”); and

     WHEREAS, the Fourteenth Amendment is dated as of April 21, 1999; and

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     WHEREAS, on February 16, 2000, the City Council adopted an ordinance authorizing the City to enter into a Fifteenth Amendment to District Cooling System Use Agreement (the “Fifteenth Amendment”); and

     WHEREAS, the Fifteenth Amendment is dated as of March 1, 2000; and

     WHEREAS, on February 16, 2000, the City Council adopted an ordinance authorizing the City to enter into a Sixteenth Amendment to District Cooling System Use Agreement (the “Sixteenth Amendment”); and

     WHEREAS, the Sixteenth Amendment is dated as of March 1, 2000; and

     WHEREAS, on May 17, 2000, the City Council adopted an ordinance authorizing the City to enter into a Seventeenth Amendment to District Cooling Use Agreement (the “Seventeenth Amendment”, and with collectively the Original Agreement and all Amendments prior to the Seventeenth Amendment as described above, the “Current Agreement”); and

     WHEREAS, the Seventeenth Amendment is dated as June 1, 2000; and

     WHEREAS, the Grantee desires to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances to be used exclusively in the provision of District Cooling Services to be located in the City’s public way in the following segments (collectively, the “Additional Distribution Facilities”); (i) in a portion of East Erie Street from North Wabash Avenue to North State Street; (ii) in a portion of North Wabash Avenue from East Erie Street to East Huron Street; (iii) in a portion of East Grand Avenue from North Michigan Avenue to a point approximately one hundred and fifty (150) feet east of North St. Clair Street; and (iv) in a portion of North Franklin Street from West Randolph Street to West Lake Street; and

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     WHEREAS, the Grantee desires to amend Exhibit 1 and 2 to the Current Amendment (the “Current Exhibits”) to include the Additional Distribution Facilities, as further described and depicted in Amended Exhibits 1 and 2, each as attached to this Eighteenth Amendment (collectively, the “Amended Exhibits”); and

     WHEREAS, the City does not object to such amendment of Exhibits 1 and 2.

     NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:

     SECTION 1: The above recitals are expressly incorporated herein and made a part of this ordinance by reference as though fully set forth herein.

     SECTION 2: Subject to the approval of the Corporation Counsel, as to form and legality the Commissioner of the Department of the Environment, the Commissioner of the Department of Transportation, and the Director of the Department of Revenue (collectively, the “Commissioners”) are hereby authorized to enter into and execute on behalf of the City, an Eighteenth Amendment to the District Cooling System Use Agreement (the “Eighteenth Amendment”) substantially in the form attached hereto as Exhibit A, subject to such changes as shall be approved by the officials executing the same, their execution constituting conclusive evidence of their approval and this City Council’s approval of any such changes or revisions therein from the form of the Eighteenth Amendment attached hereto (including, but not limited to reduction or elimination of specific routes or locations herein authorized in the interest of public safety or in the public interest); provided, however, that no such change or revision may extend the Additional Distribution Facilities or, reduce General Compensation paid to the City contrary to the provisions of the Current Agreement as modified by the Eighteenth Amendment attached hereto without further action of this City Council. Such officials may also negotiate in

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the Eighteenth Amendment such additional environmental terms and conditions as shall be deemed desirable by the Commissioner of the City’s Department of the Environment. In addition, such officials may also negotiate in the Eighteenth Amendment such changes to the insurance terms and conditions set forth in Section 6 of the Current Agreement as shall be deemed desirable by the City’s Risk Manager.

     Section 3. All ordinances, resolutions and agreements, or parts thereof, in conflict with this ordinance are, to the extent of such conflict, hereby repealed.

     Section 4. This Ordinance shall be in full force and effect upon its passage and approval.

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EXHIBIT A

     This Eighteenth Amendment to District Cooling System Use Agreement (the “Eighteenth Amendment”), dated as of                     , 2001 (the “Effective Date”) by and between the City of Chicago, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and Exelon Thermal Technologies, Inc., an Illinois corporation (the “Grantee”), being a wholly-owned subsidiary of Exelon Holdings, Inc., being a wholly-owned subsidiary of Exelon Enterprises Company, LLC., which is wholly-owned subsidiary of Exelon Ventures Company, LLC., which is 100% owned by Exelon Corporation.

WITNESSETH:

     WHEREAS, the City and the Grantee (then known as Northwind, Inc.) have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994 (the “Original Agreement”), as heretofore amended (the “Current Agreement”), which grants to the Grantee (and its successors in interest) the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current Distribution Facilities” (as such term is defined in the Current Agreement) for the Grantee’s System; and

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the Current Distribution Facilities; and

     WHEREAS, the Grantee desires to install additional distribution pipeline equipment, conduits, fixtures and other instrumentalities and appurtenances to be used in the provision of

District Cooling Services and to be located in the City’s public ways in the following segments: (i) in a portion of East Erie Street from North Wabash Avenue to North State Street; (ii) in a portion of North Wabash Avenue from East Erie Street to East Huron Street; (iii) in a portion of East Grand Avenue from North Michigan Avenue to a point approximately one hundred and fifty (150) feet east of North St. Clair Street and (iv) in a portion of North Franklin Street from West Randolph Street to West Lake Street; (collectively the “Additional Distribution Facilities”); and

     WHEREAS, the Grantee desires to amend Exhibits 1 and 2 to the Current Agreement (the “Current Exhibits”) to include Additional Distribution Facilities, as further described and depicted in Amended Exhibits 1 and 2, each as attached to this Eighteenth Amendment (collectively, the “Amended Exhibits”); and

     WHEREAS, the City Council of the City on              , 2001, adopted an ordinance authorizing and approving execution of an Eighteenth Amendment to the Current Agreement in substantially the form of this Eighteenth Amendment, including the Amended Exhibits (the “Ordinance”); and

     WHEREAS, the City and the Grantee now desire to amend the Current Agreement, including the Current Exhibits, subject to terms and conditions set forth below;

     NOW, THEREFORE,
     It is agreed by the parties hereto as follows:

     Section 1. The above recitals are expressly incorporated herein and made a part of this Eighteenth Amendment by reference as though fully set forth herein. The capitalized terms not otherwise defined herein shall have the meanings set forth in the Current Agreement.

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     Section 2. As of the Effective Date of this Eighteenth Amendment, the Current Exhibits are conditionally deemed superseded and replaced by the Amended Exhibits. Exhibits to the Current Agreement not amended by the Amended Exhibits remain the same.

     Section 3. The Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is employed by the Grantee or has a personal financial or economic interest directly or indirectly in this Eighteenth Amendment or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to (Chapter 2-156) of the Municipal Code of Chicago (the “Code”). No payment, gratuity or offer of employment shall be made in connection with this Eighteenth Amendment by or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of said Charter 2-156 shall be voidable as to the City.

     Section 4. Neither the Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, the Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33-11 (1994 State Bar Edition) and under the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition).

     Section 5. It shall be the duty of the Grantee, all contractors, all consultants, and all officers, directors, agents, partners, and employees of the Grantee to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Code. The

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Grantee shall inform all its contractors of the provision and require understanding and compliance herewith.

     Section 6. The Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois. The Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee and its direct and indirect corporate parents.

     Section 7. If the Grantee conducts any business operations in Northern Ireland, it is hereby required that the Grantee make all reasonable and good faith efforts to conduct any such business operations in Northern Ireland and in accordance with the MacBride Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 Ill. Laws 3220).

     Section 8. Pursuant to Section 2-156-030(b) of the Municipal Code of the City of Chicago, it is illegal for any elected official of the city, or any person acting at the direction of such official, to contact, either orally or in writing, any other city official or employee with respect to any matter involving any person with whom the elected official has a business relationship, or to participate in any discussion in any city council committee hearing or in any city council meeting or to vote in any discussion in any city council meeting hearing or in any city council meeting or to vote on any matter involving the person with whom an elected official has a business relationship. Violation of Section 2-156-030(b) by any elected official with respect to this Eighteenth Amendment shall be grounds for termination of the Current Agreement and this Eighteenth Amendment. The term business relationship is defined as set forth in Section 2-156-080 of the Code.

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     Section 2-156-080 defines a “business relationship” as any contractual or other private business dealing of an official, or his or her spouse, or of any entity in which an official or his or her spouse has a financial interest, with a person or entity which entitles an official to compensation or payment in the amount of $2,500 or more in a calendar year; provided, however, a financial interest shall not include: (i) any ownership through purchase at fair market value or inheritance of less than one percent of the share of a corporation, or any corporate subsidiary, parent of affiliate thereof, regardless of the value of or dividends of such shares, if such shares are registered on a securities exchange pursuant to the Securities Exchange Act of 1934, as amended; (ii) the authorized compensation paid to an official or employee for his or employment; (iii) any economic benefit provided equally to all residents of the city; (iv) a time or demand deposit in a financial institution; or (v) an endowment or insurance policy or annuity contract purchased from an insurance company. A “contractual or other private business dealing” shall not include any employment relationship of an official’s spouse with an entity when such spouse has no discretion concerning or input relating to the relationship between that entity and the City.

     Section 9. Except as expressly modified in this Eighteenth Amendment, all other terms covenants and conditions in the Current Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof.

     IN WITNESS WHEREOF, the City has caused this Eighteenth Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of

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the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written.

[Signature page follows]

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(SEAL)
	CITY OF CHICAGO
	By:
City Clerk	Title: Commissioner of the
	Department of Environment
	By:
	Title: Director of the
	Department of Revenue
	By:
	Title: Commissioner of the
	Department of Transportation
Reviewed as to form and legality:
Assistant Corporation Counsel
or Senior Counsel
ATTEST:	EXELON THERMAL TECHNOLOGIES, INC.
	By:
	Title: President

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EXHIBIT 1

     The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the approved plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact locations of the Grantee’s Distribution Facilities.

Production Plant #1:	Northeast corner of South State Street and East Adams Street
Distribution Piping:	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Lake Street including the portions of the Dearborn Street/Madison Street intersection. In Adams Street from LaSalle Street to Michigan Avenue. In Madison Street, from Dearborn Street to the north/south public alley which lies 120 feet west of the west right-of-way line of State Street and in said alley from Madison Street to Monroe Street. In City property at the northwest corner of Carroll Avenue and Dearborn Street.
Production Plant #2:	Northwest corner of South Franklin Street and West Congress Parkway
Distribution Piping:	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street to Lake Street. In Jackson Boulevard from Franklin Street to 150 feet East of State Street. In the Jackson Boulevard/Dearborn Street intersection and in Dearborn Street from such intersection to 100 feet south of such intersection. In LaSalle Street, from West Wacker Drive to Van Buren Street. In Washington Boulevard, from LaSalle Street to approximately 300 feet west of Franklin Street. In the Washington Street Trolley Tunnel from 300 feet west of Franklin Street to North Water Street. On City property consisting of viaducts and/or bridge facilities located between Canal Street and the South Branch of the Chicago River in the following locations: West Washington Boulevard and West Monroe Street. In Monroe Street, from Dearborn

	Street to Clark Street.
Production Plant #3:	Northeast corner of Randolph and Columbus Drive (located in the Blue Cross/Blue Shield Building).
Distribution Piping:	In Columbus Drive, from Randolph Street to South Water Street. In South Water Street, from Columbus Drive to Garland Court. In Garland Court from Lake Street to approximately 300 feet north of Wacker Drive. In Lake Street, from Garland Court to LaSalle Street.
	In LaSalle Street Trolley Tunnel, from Lake Street to approximately 50 feet north of West Carroll Avenue. In West Carroll Avenue, from the westerly right of way line of Wells Street to Clark Street, and in addition, the Clark Street/Carroll Avenue and Dearborn Street/Carroll Avenue intersections. To the extent of City property interests therein, in the lower Carroll Avenue access driveway (but only to the extent permitted by and consistent with City property interest therein) extending from the south line of West Kinzie Street beginning at a point 88 feet east of North Dearborn Street for a distance of approximately 98 feet south and thence generally in a southwesterly direction for approximately 151 feet to the intersection of lower Carroll Avenue and North Dearborn Street. In Kinzie Street from 75 feet east of Dearborn Street to 75 feet east of State Street. In LaSalle Street from West Carroll Avenue to approximately 50 feet north of West Carroll Avenue. Across and under Kinzie Street from the Merchandise Mart to the building commonly known as 400 N. Franklin Street for piping with a maximum trench-width of six (6) feet to be located west of the Franklin Street/ Kinzie Street intersection and east of the Orleans Street/Kinzie Street intersection. Across and under Orleans Street from the Merchandise Mart to the Apparel Center for piping with a maximum trench-width of six (6) feet to be located south of the Kinzie Street/Orleans Street intersection and north of the Chicago River.
	In a portion of Kinzie Street from 75 feet east of Dearborn to Dearborn Street. In Dearborn Street from Kinzie Street to Ontario Street. In Ontario Street from Dearborn Street to Wabash Avenue. In

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	Wabash Avenue from Grand Avenue to Huron Street. In Erie Street from State Street to Rush Street. In Grand Avenue from Wabash Avenue to a point approximately 150 feet east of St. Clair Street. In Rush Street from Erie Street to Superior Street.
	In Garland Court from Lake Street to Benton Place. In Benton Place from Garland Court to Wabash Avenue. In Randolph Street from Columbus Drive to and including Michigan Avenue.
Production Plant #4:*	North Orleans Street on the west, North Wells Street on the east, West Kinzie Street on the north, and the Chicago River on the south (located in the Merchandise Mart building).
Distribution Piping Plan #4:	In Washington Boulevard from Dearborn Street to State Street. Under the Orleans Street viaduct from Grantee’s existing piping (north of the Chicago River) to Kinzie Street. In Kinzie Street from the Kinzie Street/Orleans Street intersection west to the north-south public alley west of Orleans Street; north in said north-south public alley to the east-west public alley. In said east-west public alley west to a point 220.0 feet west of North Orleans Street. In the north-south alley east of Kingsbury Street from Hubbard Street to the existing piping in the east-west alley south of Hubbard Street. In Hubbard Street from Kingsbury Street to the north/south public alley immediately east of Kingsbury Street. In Kingsbury Street from Hubbard Street to Chicago Avenue up to and including the intersection of Kingsbury Street and Chicago Avenue. In Chicago Avenue from Kingsbury Street to Larrabee Street. In State Street from Lake Street to Randolph Street.
Production Plant #5:	Northwest corner of South Wacker Drive and West Adams Street (located in the Hartford Plaza Building), 150 South Wacker Drive.
Distribution Piping Plant #5:	In West Adams Street from Franklin Street to a point 100 feet West of Lower Wacker Drive.

     This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate

*Plant 4 is anticipated to be transferred to Northwind Chicago L.L.C. as an Affiliated Plant.

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new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend the locations of the Distribution Facilities based on changes in construction conditions.

     All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

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Document No. P02001-277 Document No. 02001-482 

ORDINANCE

     WHEREAS, on the 14th day of September, 1994, the City Council (the “City Council”) of the City of Chicago, Illinois (the “City”) adopted an Ordinance authorizing the City to enter into a “District Cooling System Use Agreement” (the “Original Agreement”) with Exelon Thermal Technologies, Inc. (formerly Unicom Thermal Technologies and formerly before that Northwind, Inc., and referred to herein as “Grantee”), which grants to Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, the City and Grantee entered into the Original Agreement as of October 1, 1994; and

     WHEREAS, on the 17th day of May, 1995, the City Council adopted an ordinance authorizing the City to enter into a “First Amendment to District Cooling System Use Agreement” (the “First Amendment”); and

     WHEREAS, the First Amendment is dated as of June 1, 1995; and

     WHEREAS, on the 13th day of July, 1995, the City Council adopted an ordinance authorizing the City to enter into a “Second Amendment to District Cooling System Use Agreement” (the “Second Amendment”); and

     WHEREAS, the Second Amendment is dated as of July 15, 1995; and

     WHEREAS, on the 10th day of January, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Third Amendment to District Cooling System Use Agreement” (the “Third Amendment”); and

     WHEREAS, the Third Amendment is dated as of February 1, 1996; and

     WHEREAS, on the 6th day of March, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Fourth Amendment to District Cooling System Use Agreement” (the “Fourth Amendment”); and

     WHEREAS, the Fourth Amendment is dated as of April 1, 1996; and

     WHEREAS, on the 16th day of April, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Fifth Amendment to District Cooling System Use Agreement” (the “Fifth Amendment”); and

     WHEREAS, the Fifth Amendment is dated as of October 1, 1996, and

     WHEREAS, on the 30th day of October, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Sixth Amendment to District Cooling System Use Agreement (the “Sixth Amendment”); and

     WHEREAS, the Sixth Amendment is dated as of November 7, 1996; and

     WHEREAS, on the 11th day of December, 1996, the City Council adopted an ordinance authorizing the City to enter into a “Seventh Amendment to District Cooling System Use Agreement” (the “Seventh Amendment”); and

     WHEREAS, the Seventh Amendment is dated as of January 15, 1997; and

     WHEREAS, on the 7th day of February, 1997, the City Council adopted an ordinance authorizing the City to enter into an “Eighth Amendment to District Cooling System Use Agreement” (the “Eighth Amendment”); and

     WHEREAS, the Eighth Amendment is dated as of May 1, 1997; and

     WHEREAS, on the 30th day of July, 1997, the City Council adopted an ordinance authorizing the City to enter into a “Ninth Amendment to District Cooling System Use Agreement” (the “Ninth Amendment”); and

     WHEREAS, the Ninth Amendment is dated as of August 1, 1997; and

     WHEREAS, on the 10th of September, 1997, the City Council adopted an ordinance authorizing the City to enter into a “Tenth Amendment” to District Cooling System Use Agreement (the “Tenth Amendment”); and

     WHEREAS, the Tenth Amendment is dated as of October 1, 1997;

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     WHEREAS, on the 5th day of February, 1998, the City Council adopted an Ordinance authorizing the City to enter into an “Eleventh Amendment” to District Cooling System Use Agreement (the “Eleventh Amendment”); and

     WHEREAS, the Eleventh Amendment is dated as of March 12, 1998; and

     WHEREAS, on the 29th day of April, 1998, the City Council adopted an Ordinance authorizing the City to enter into a “Twelfth Amendment” to District Cooling System Use Agreement (the “Twelfth Amendment”); and

     WHEREAS, the Twelfth Amendment is dated as of June 1, 1998; and

     WHEREAS, on the 7th day of October, 1998, the City Council adopted an ordinance authorizing the City to enter into a “Thirteenth Amendment to District Cooling System Use Agreement” (the “Thirteenth Amendment”); and

     WHEREAS, the Thirteenth Amendment is dated as of October 8, 1998; and

     WHEREAS, on the 21st day of April, 1999, the City Council adopted an Ordinance authorizing the City to enter into a Fourteenth Amendment to District Cooling System Use Agreement (the “Fourteenth Amendment”); and

     WHEREAS, the Fourteenth Amendment is dated as of April 21, 1999; and

     WHEREAS, on February 16, 2000, the City Council adopted an ordinance authorizing the City to enter into a Fifteenth Amendment to District Cooling Agreement (the “Fifteenth Amendment”); and

     WHEREAS, the Fifteenth Amendment is dated as of March 1, 2000; and

     WHEREAS, on February 16, 2000, the City Council adopted an ordinance authorizing the City to enter into a Sixteenth Amendment to District Cooling System Use Agreement (the “Sixteenth Amendment”); and

     WHEREAS, the Sixteenth Amendment is dated as of March 1, 2000; and

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     WHEREAS, on May 17, 2000, the City Council adopted an ordinance authorizing the City to enter into a Seventeenth Amendment to District Cooling System Use Agreement (the “Seventeenth Amendment”); and

     WHEREAS, the Seventeenth Amendment is dated as June 1, 2000; and

     WHEREAS, on March 7, 2001, the City Council adopted an ordinance authorizing the City to enter into an Eighteenth Amendment to District Cooling System Use Agreement (the “Eighteenth Amendment”, and collectively with the Original Agreement and all Amendments prior to the Eighteenth Amendment as described above, the “Current Agreement”); and

     WHEREAS, the Eighteenth Amendment is dated as of August 1, 2001; and

     WHEREAS, the Current Agreement contemplates that a new chilling plant and/or production plant (the “Fifth Plant”) would be constructed in the Hartford Plaza Building at 150 South Wacker Drive at the Northwest Corner of South Wacker Drive and West Adams Street (the “Original Location”); and

     WHEREAS, Grantee no longer intends to construct, install, operate or maintain the Fifth Plant at the Original Location; and

     WHEREAS, Grantee now intends to construct, install, operate and maintain a higher capacity version of the Fifth Plant at the IBM Building, 301 North State Street (the “New Location”) which once installed and operational is anticipated to increase capacity of Grantee’s System (including all Affiliated Plants) from an existing design capacity (exclusive of the Fifth Plant) of Ninety Eight Thousand, Nine Hundred Eighty Six (98,986) tons/hour to a maximum design capacity of One Hundred and Thirteen Thousand, Nine Hundred and Eighty Six (113,986) tons/hour, and

     WHEREAS, the Grantee desires to amend Exhibits 1 and 2 to the Current Agreement (the “Current Exhibits”) to include the Fifth Plant at the New Location and to redistribute certain previously approved Distribution Facilities within the System among the Approved Plants, as further described and depicted in Amended Exhibits I and 2, each as attached to this Nineteenth Amendment (collectively, the “Amended Exhibits”); and

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     WHEREAS, the New Location is within a Planned Development and the City’s Commissioner of the Department of Planning and Development has approved the location of Plant 5 at a specified site within the New Location; and

     WHEREAS, the City does not object to such amendment of Exhibits 1 and 2.

     NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:

          SECTION 1. The above recitals are expressly incorporated herein and made a part of this ordinance by reference as though fully set forth herein.

          SECTION 2. Subject to the approval of the Corporation Counsel, as to form and legality the Commissioner of the Department of the Environment, the Commissioner of the Department of Transportation, and the Director of the Department of Revenue (collectively, the “Commissioners”) are hereby authorized to enter into and execute on behalf of the City, a Nineteenth Amendment to the District Cooling System Use Agreement (the “Nineteenth Amendment”) substantially in the form attached hereto as Exhibit A, subject to such changes as shall be approved by the officials executing the same, their execution constituting conclusive evidence of their approval and this City Council’s approval of any such changes or revisions therein from the form of the Nineteenth Amendment attached hereto (including, but not limited to reduction or elimination of specific routes or locations herein authorized in the interest of public safety or in the public interest); provided, however, that no such change or revision may extend the Additional Distribution Facilities or reduce General Compensation paid to the City contrary to the provisions of the Current Agreement as modified by the Nineteenth Amendment attached hereto without further action of this City Council. Such officials may also negotiate in the Nineteenth Amendment such additional environmental terms and conditions as shall be deemed desirable by the Commissioner of the City’s Department of the Environment. In addition, such officials may also negotiate in the Nineteenth Amendment such changes to the insurance terms and conditions set forth in Section 6 of the Current Agreement as shall be deemed desirable by the City’s Risk Manager.

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          SECTION 3. All ordinances, resolutions and agreements, or parts thereof, in conflict with this ordinance are, to the extent of such conflict, hereby repealed.

          SECTION 4. This Ordinance shall be in full force and effect upon its passage and approval.

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EXHIBIT A

     This Nineteenth Amendment to District Cooling System Use Agreement (the “Nineteenth Amendment”), dated as of                (the “Effective Date”) by and between the City of Chicago, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and Exelon Thermal Technologies, Inc., an Illinois corporation (the “Grantee”), being a wholly-owned subsidiary of Exelon Thermal Holdings, Inc., being a wholly-owned subsidiary of Exelon Enterprises Company, LLC., which is wholly-owned subsidiary of Exelon Ventures Company, LLC., which is 100% owned by Exelon Corporation.

WITNESSETH:

     WHEREAS, the City and the Grantee (then known as Northwind, Inc.) have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994 (the “Original Agreement”), as heretofore amended (the “Current Agreement”), which grants to the Grantee (and its successors in interest) the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current Distribution Facilities” (as such terms defined in the Current Agreement) for the Grantee’s System; and

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the Current Distribution Facilities; and

     WHEREAS, the Current Agreement contemplates that a new chilling plant and/or production plant (the “Fifth Plant”) would be constructed in the Hartford Plaza Building at 150 South Wacker Drive at the Northwest Corner of South Wacker Drive and West Adams Street (the “Original Location”); and

     WHEREAS, Grantee no longer intends to construct, install, operate or maintain the Fifth Plant at the Original Location; and

     WHEREAS, Grantee now intends to construct, install, operate and maintain a higher capacity version of the Fifth Plant at the IBM Building, 301 North State Street (the “New Location”) which once installed and operational is anticipated to increase capacity of Grantee’s System (including all Affiliated Plants) from an existing design capacity (exclusive of the Fifth Plant) of Ninety Eight Thousand, Nine Hundred Eighty Six (98,986) tons/hour to a maximum design capacity of One Hundred and Thirteen Thousand, Nine Hundred and Eighty Six (113,986) tons/hour; and

     WHEREAS, the Grantee desires to amend Exhibits 1 and 2 to the Current Agreement (the “Current Exhibits”) to include the Fifth Plant at the New Location and to redistribute certain previously approved Distribution Facilities within the System among the approved Plants, as further described and depicted in Amended Exhibits 1 and 2, each as attached to this Nineteenth Amendment (collectively, the “Amended Exhibits”); and

Exh. A-1

     WHEREAS, the New Location is within a Planned Development and Commissioner of the Department of Planning and Development has approved the location of Plant 5 at a specified site within the New Location; and

     WHEREAS, the City Council of the City on                      , adopted an ordinance authorizing and approving execution of an Nineteenth Amendment to the Current Agreement in substantially the form of this Nineteenth Amendment, including the Amended Exhibits (the “Ordinance”); and

     WHEREAS, the City and the Grantee now desire to amend the Current Agreement, including the Current Exhibits, subject to the terms and conditions set forth below;

     NOW, THEREFORE,

     It is agreed by the parties hereto as follows:

          Section 1. The above recitals are expressly incorporated herein and made a part of this Nineteenth Amendment by reference as though fully set forth herein. The capitalized terms not otherwise defined herein shall have the meanings set forth in the Current Agreement.

          Section 2. As of the Effective Date of this Nineteenth Amendment, all references to and descriptions of the Original Location as regards the Fifth Plant are deemed superseded and replaced by the Current Location. As of the Effective Date, all description in the Current Agreement relating to the capacity of and characterizations for the Fifth Plant are deemed superseded and replaced by the descriptions of the Fifth Plant set forth in this Nineteenth Amendment. As of the Effective Date of this Nineteenth Amendment, the Current Exhibits are conditionally deemed superseded and replaced by the Amended Exhibits, subject in all respects to the conditions set forth in Section 3 of this Amendment. Exhibits to the Current Agreement not amended by the Amended Exhibits remain the same. The inclusion of the Fifth Plant in the System is deemed approved; subject, however to (1) obtaining and acting pursuant to any and all City permits required in connection therewith and (2) to obtaining prior to commencement of any work all necessary consents and property rights, if applicable, of private property owners, if applicable, to such construction, installation, operation and maintenance.

          Section 3. As of the Effective Date of this Nineteenth Amendment, pursuant to Section 7.12(b) of the Current Agreement, Section 5.1 of the Current Agreement is hereby amended in its entirety to read as follows:

“Section 5.1 General Compensation.

Grantee agrees to pay the City as General Compensation during each Compensation year for the use of the Public Ways throughout the duration of this Agreement (subject to the City’s rights of adjustment set forth in Section 2.3 and Section 7.12 hereof) a sum equal to the General compensation as set forth below: The General Compensation during the Compensation Year ending December 31, 1995 shall be the greater of $50,000 or two percent (2%) of Grantee’s Total Gross Billings. The General Compensation during the Compensation Year ending December 31, 1996 shall be the greater of $140,000 or two percent (2%) of Grantee’s Total Gross Billings. The General

Exh. A-2

Compensation during the Compensation year ending December 31, 1997 shall be the greater of $320,000 or two percent (2%) of Grantee’s Total Gross Billings (including for 1997 and all future Compensation Years amounts generated by the Third Plant). For the 1998 Compensation Year, the General Compensation fees shall be the greater of $320,000, or 2% of Total Gross Billings. For the 1999 Compensation year, the General Compensation shall be the greater of $456,000 or two percent (2%) of Total Gross Billings (including for 1999 and all future Compensation Years amounts generated by the Fourth Plant (whether owned by Grantee or an Affiliate). For the 2000 and 2001 Compensation Years, the General Compensation fee shall be the greater of $495,000 or three percent (3%) of Total Gross Billings. For the 2002 Compensation Year, the General Compensation shall be the greater of $552,000 or three percent (3%) of Total Gross Billings. For each Compensation Year beginning with the Year 2002, the General Compensation shall be the greater of $552,000 or three percent (3%) of Total Gross Billings but in no case shall the General Compensation for any Compensation year beginning with 2002 be less than $552,000. Each rate of compensation in the Compensation Years beginning with 2001 shall be adjusted for the rate of inflation during the preceding Compensation Year pursuant to the Consumer Price Index for Urban Affairs. All rates of compensation set forth in this paragraph are subject to the City’s right of adjustment set forth in Section 2.3 and Section 7.12 hereof, as applicable.”

          Section 4. The Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is employed by the Grantee or has a personal financial or economic interest directly or indirectly in this Nineteenth Amendment or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to (Chapter 2-156) of the Municipal Code of Chicago (the “Code”). No payment, gratuity or offer of employment shall be made in connection with this Nineteenth Amendment by or on behalf of any contractors to the Grantee higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of said Chapter 2-156 shall be voidable as to the City.

          Section 5. Neither the Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, the Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33-11 (1994 State Bar Edition) and under the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition).

          Section 6. It shall be the duty of the Grantee, all contractors, all consultants, and all officers, directors, agents, partners, and employees of the Grantee to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall inform all its contractors of the provision and require understanding and compliance herewith.

Exh. A-3

          Section 7. The Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois. The Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee and its direct and indirect corporate parents.

          Section 8. If the Grantee conducts any business operations in Northern Ireland, it is hereby required that the Grantee make all reasonable and good faith efforts to conduct any such business operations in Northern Ireland in accordance with the MacBride Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 Ill. Laws 3220).

          Section 9. Pursuant to Section 2-156-030(b) of the Municipal Code of the City of Chicago, it is illegal for any elected official of the city, or any person acting at the direction of such official, to contact, either orally or in writing, any other city official or employee with respect to any matter involving any person with whom the elected official has a business relationship, or to participate in any discussion in any city council committee hearing or in any city council meeting or to vote in any discussion in any city council meeting hearing or in any city council meeting or to vote on any matter involving the person with whom an elected official has a business relationship. Violation of Section 2-155-030(b) by any elected official with respect to this Nineteenth Amendment shall be grounds for termination of the Current Agreement and this Nineteenth Amendment. The term business relationship is defined as set forth in Section 2-156-080 of the Code.

          Section 2-156-080 defines a “business relationship” as any contractual or other private business dealing of an official, or his or her spouse, or of any entity in which an official or his or her spouse has a financial interest, with a person or entity which entitles an official to compensation or payment in the amount of $2,500 or more in a calendar year; provided, however, a financial interest shall not include: (i) any ownership through purchase at fair market value or inheritance of less than one percent of the share of a corporation, or any corporate subsidiary, parent of affiliate thereof, regardless of the value of or dividends of such shares, if such shares are registered on a securities exchange pursuant to the Securities Exchange Act of 1934, as amended; (ii) the authorized compensation paid to an official or employee for his or employment; (iii) any economic benefit provided equally to all residents of the city; (iv) a time or demand deposit in a financial institution; or (v) an endowment or insurance policy or annuity contract purchased from an insurance company. A “contractual or other private business dealing” shall not include any employment relationship of an official’s spouse with an entity when such spouse has no discretion concerning or input relating to the relationship between that entity and the City.

          Section 10. Except as expressly modified in this Nineteenth Amendment, all other terms covenants and conditions in the Current Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof.

Exh. A-4

          IN WITNESS WHEREOF, the City has caused this Nineteenth Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written.

(SEAL)

	CITY OF CHICAGO
	By:
City Clerk	Title:	Commissioner of the
		Department of Environment
	By:
	Title:	Director of the
		Department of Revenue
	By:
	Title:	Commissioner of the
		Department of Revenue
Reviewed as to form and legality:
Assistant Corporation Counsel
or Senior Counsel
	EXELON THERMAL TECHNOLOGIES, INC.
ATTEST:	By:
	Title:	President

Exh. A-5

EXHIBIT 1

     The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the approved plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact locations of the Grantee’s Distribution Facilities.

Production Plant #1:	Northeast corner of South State Street and East Adams Street
Distribution Piping:	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Lake Street including the portions of the Dearborn Street/Madison Street intersection. In Adams Street from LaSalle Street to Michigan Avenue. In Madison Street, from Dearborn Street to the north/south public alley which lies 120 feet west of the west right-of-way line of State Street and in said alley from Madison Street to Monroe Street. In City property at the northwest corner of Carroll Avenue and Dearborn Street.* In West Adams Street from Franklin Street to a point 100 feet West of Lower Wacker Drive.
Production Plant #2:	Northwest corner of South Franklin Street and West Congress Parkway
Distribution Piping:	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street to Lake Street. In Jackson Boulevard from Franklin Street to 150 feet East of State Street. In the Jackson Boulevard/Dearborn Street intersection and in Dearborn Street from such intersection to 100 feet south of such intersection. In LaSalle Street, from West Wacker Drive to Van Buren Street. In Washington Boulevard, from LaSalle Street to approximately 300 feet west of Franklin Street. In the Washington Street Trolley Tunnel from 300 feet west of Franklin Street to North Water Street. On City property

*  Previously approved for use by Production Plant #5.

Exh. 1-1

	consisting of viaducts and/or bridge facilities located between Canal Street and the South Branch of the Chicago River in the following locations: West Washington Boulevard and West Monroe Street. In Monroe Street, from Dearborn Street to Clark Street.
Production Plant #3	Northeast corner of Randolph and Columbus Drive (located in the Blue Cross/Blue Shield Building).
Distribution Piping:	In Columbus Drive, from Randolph Street to South Water Street. In South Water Street, from Columbus Drive to Garland Court. In Garland Court from Lake Street to approximately 300 feet north of Wacker Drive. In Lake Street, from Garland Court to LaSalle Street.
	In LaSalle Street Trolley Tunnel, from Lake Street to approximately 50 feet north of West Carroll Avenue. In West Carroll Avenue, from the westerly right of way line of Wells Street to Clark Street, and in addition, the Clark Street/Carroll Avenue and Dearborn Street/Carroll Avenue intersections. To the extent of City property interests therein, in the lower Carroll Avenue access driveway (but only to the extent permitted by and consistent with City property interest therein) extending from the south line of West Kinzie Street beginning at a point 88 feet east of North Dearborn Street for a distance of approximately 98 feet south and thence generally in a southwesterly direction for approximately 151 feet to the intersection of lower Carroll Avenue and North Dearborn Street. In Kinzie Street from 75 feet east of Dearborn Street to 75 feet east of State Street In LaSalle Street from West Carroll Avenue to approximately 50 feet north of West Carroll Avenue. Across and under Kinzie Street from the Merchandise Mart to the building commonly known as 400 N. Franklin Street for piping with a maximum trench-width of six (6) feet to be located west of the Franklin Street/ Kinzie Street intersection and east of the

Exh. 1-2

	Orleans Street/Kinzie Street intersection. Across and under Orleans Street from the Merchandise Mart to the Apparel Center for piping with a maximum trench-width of six (6) feet to be located south of the Kinzie Street/Orleans Street intersection and north of the Chicago River.
	In a portion of Kinzie Street from 75 feet east of Dearborn to Dearborn Street. In Dearborn Street from Kinzie Street to Ontario Street. In Ontario Street from Dearborn Street to Wabash Avenue. To Wabash Avenue from Grand Avenue to Huron Street. In Erie Street from State Street to Rush Street. In Grand Avenue from Wabash Avenue to a point approximately 150 feet east of St. Clair Street. In Rush Street from Erie Street to Superior Street.
	In Garland Court from Lake Street to Benton Place. In Benton Place from Garland Court to Wabash Avenue. In Randolph Street from Columbus Drive to and including Michigan Avenue.
Production Plant #4:**	North Orleans Street on the west, North Wells Street on the east, West Kinzie Street on the north, and the Chicago River on the south (located in the Merchandise Mart building).
Distribution Piping: Plant #4	In Washington Boulevard from Dearborn Street to State Street. Under the Orleans Street viaduct from Grantee’s existing piping (north of the Chicago River) to Kinzie Street. In Kinzie Street from the Kinzie Street/Orleans Street intersection west to the north-south public alley west of Orleans Street; north in said north-south public alley to the east-west public alley. In said east-west public alley west to a point 220.0 feet west of North Orleans Street.
	In the north-south alley east of Kingsbury Street from Hubbard Street to the existing

**  Plant 4 is anticipated to be transferred to Northwind Chicago L.L.C. as an Affiliated Plant.

Exh. 1-3

	piping in the east-west alley south of Hubbard Street. In Hubbard Street from Kingsbury Street to the north/south public alley immediately east of Kingsbury Street. In Kingsbury Street from Hubbard Street to Chicago Avenue up to and including the intersection of Kingsbury Street and Chicago Avenue. In Chicago Avenue from Kingsbury Street to Larrabee Street. In State Street from Lake Street to Randolph Street.
Production Plant #5:	Southeast corner of North State Street and East Kinzie Street (located in the IBM Building), 301 North State Street
Distribution Piping:****** Plant #5	In Kinzie Street from 75 feet east of Dearborn Street to 75 feet east of State Street

     This Exhibit is subject to amendment pursuant to the provisions Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement including Departmental approvals) to amend the locations of the Distribution Facilities based on changes in construction conditions.

     All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

***  Previously approved for use by Production Plant #3.

Exh. 1-4

Exh. 1-5

OWNERSHIP STRUCTURE

¯

EXELON CORPORATION

¯

EXELON VENTURES COMPANY, LLC

¯

EXELON ENTERPRISES COMPANY, LLC

¯

EXELON THERMAL HOLDINGS, INC.

¯

EXELON THERMAL TECHNOLOGIES, INC.

Exh. 1-6

Exh. 1-7

STATE OF ILLINOIS,

     County of Cook.      ss.

     I, JAMES J. LASKI, City Clerk of the City of Chicago in the County of Cook and State of Illinois, DO HEREBY CERTIFY that the annexed and foregoing is a true and correct copy of that certain ordinance now on file in my office for the approval of Nineteenth Amendment to District Cooling System Use Agreement with Exelon Thermal Technologies.

     I DO FURTHER CERTIFY that the said ordinance was passed by the City Council of the said City of Chicago on the thirty-first (31^st) day of October, A.D. 2001 and deposited in my office on the thirty-first (31^st) day of October, A.D. 2001.

     I DO FURTHER CERTIFY that the vote on the question of the passage of the said ordinance by the said City Council was taken by yeas and nays and recorded in the Journal of the Proceedings of the said City Council, and that the result of said vote so taken was as follows, to wit:

Yeas 49,            Nay 0.

     I DO FURTHER CERTIFY that the said ordinance was delivered to the Mayor of the said City of Chicago after the passage thereof by the said City Council, without delay, by the City Clerk of the said City of Chicago, and that the said Mayor did approve and sign said ordinance on the thirty-first (31st) day of October, A.D., 2001.

     I DO FURTHER CERTIFY that the original, of which the foregoing is a true copy, is entrusted to my care for safe keeping, and that I am the lawful keeper of the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the City of Chicago aforesaid, at the said City, in the County and State aforesaid, this eighth (8th) day of November, A. D., 2001

/s/ James J. Laski

City Clerk

Exh. 1-8

     This Twentieth Amendment to District Cooling System Use Agreement (the “Twentieth Amendment”), dated as of June 1, 2002 (the “Effective Date”) by and between the City of Chicago, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, and Exelon Thermal Technologies, Inc., an Illinois corporation (the “Grantee”), being a wholly-owned subsidiary of Exelon Holdings, Inc., being a wholly-owned subsidiary of Exelon Enterprises Company, LLC., which is wholly-owned subsidiary of Exelon Ventures Company, LLC., which is 100% owned by Exelon Corporation.

WITNESSETH:

     WHEREAS, the City and the Grantee (then known as Northwind, Inc.) have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994 (the “Original Agreement”), as heretofore amended (the “Current Agreement”), which grants to the Grantee (and its successors in interest) the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, Exhibit 1 to the Current Agreement describes the “Current Distribution Facilities” (as such term is defined in the Current Agreement) for the Grantee’s System; and

     WHEREAS, Exhibit 2 to the Current Agreement provides the Location Map of the Grantee’s System, including the Current Distribution Facilities; and

     WHEREAS, Grantee has encountered unexpected difficulties in connecting certain customers to its Fifth Plant (as defined in the Current Agreement), which customers had originally been intended to be connected through the Current Distribution Facilities; and

     WHEREAS, Grantee wishes to amend Exhibit 1 and Exhibit 2 to the Current Agreement (the “Current Exhibits”) to include in the Current Distribution Facilities a portion of North State Street south of the intersection of West Kinzie Street and North State Street to a point

approximately 200 fee south of the above described intersection as described and depicted in amended Exhibits 1 and 2, each as attached to this Twentieth Amendment (collectively, the “Amended Exhibits”); and

     WHEREAS, the City Council of the City on May 29, 2002, adopted an ordinance authorizing and approving execution of an Twentieth Amendment to the Current Agreement in substantially the form of this Twentieth Amendment, including the Amended Exhibits (the “Ordinance”); and

     WHEREAS, the City and the Grantee now desire to amend the Current Agreement, including the Current Exhibits, subject to the terms and conditions set forth below;

     NOW, THEREFORE,

     It is agreed by the parties hereto as follows:

     Section 1. The above recitals are expressly incorporated herein and made a part of this Twentieth Amendment by reference as though fully set forth herein. The capitalized terms not otherwise defined herein shall have the meanings set forth in the Current Agreement.

     Section 2. As of the Effective Date of this Twentieth Amendment, the Current Exhibits are deemed superseded and replaced by the Amended Exhibits.

     Section 3. The Grantee represents that, to the best of its knowledge, no member of the governing body of the City and no other official, officer, agent or employee of the City is employed by the Grantee or has a personal financial or economic interest directly or indirectly in this Twentieth Amendment or any contract or subcontract resulting therefrom or in the privileges to be granted hereunder except as may be permitted in writing by the Board of Ethics established pursuant to (Chapter 2-156) of the Municipal Code of Chicago (the “Code”). No payment, gratuity or offer of employment shall be made in connection with this Twentieth Amendment by

2

or on behalf of any contractors to the Grantee or higher tier subcontractors or anyone associated therewith, as an inducement for the award of contracts, subcontracts or orders. Any agreement entered into, negotiated or performed in violation of any of the provisions of said Chapter 2-156 shall be voidable as to the City.

     Section 4. Neither the Grantee nor its contractors shall be in violation of the provisions of Section 2-92-320, Chapter 2-92 of the Code. In connection herewith, the Grantee has executed the applicable Certification required under the Illinois Criminal Code, 720 ILCS 5/33-11 (1994 State Bar Edition) and under the Illinois Municipal Code, 65 ILCS 5/1-1 et seq. (1994 State Bar Edition).

     Section 5. It shall be the duty of the Grantee, all contractors, all consultants, and all officers, directors, agents, partners, and employees of the Grantee to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Code. The Grantee shall inform all its contractors of the provision and require understanding and compliance herewith.

     Section 6. The Grantee has provided copies of its latest articles of incorporation and bylaws and its certification of good standing from the Office of the Secretary of State of Illinois. The Grantee has provided the City with the Disclosure of Ownership Interest Affidavit for the Grantee and its direct and indirect corporate parents.

     Section 7. If the Grantee conducts any business operations in Northern Ireland, it is hereby required that the Grantee make all reasonable and good faith efforts to conduct any such business operations in Northern Ireland in accordance with the MacBride Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 Ill. Laws 3220).

3

     Section 8. Pursuant to Section 2-156-030(b) of the Municipal Code of the City of Chicago, it is illegal for any elected official of the city, or any person acting at the direction of such official, to contact, either orally or in writing, any other city official or employee with respect to any matter involving any person with whom the elected official has a business relationship, or to participate in any discussion in any city council committee hearing or in any city council meeting or to vote in any discussion in any city council meeting hearing or in any city council meeting or to vote on any matter involving the person with whom an elected official has a business relationship. Violation of Section 2-156-030(b) by any elected official with respect to this Twentieth Amendment shall be grounds for termination of the Current Agreement and this Twentieth Amendment. The term business relationship is defined as set forth in Section 2-156-080 of the Code.

     Section 2-156-080 defines a “business relationship” as any contractual or other private business dealing of an official, or his or her spouse, or of any entity in which an official or his or her spouse has a financial interest, with a person or entity which entitles an official to compensation or payment in the amount of $2,500 or more in a calendar year; provided, however, a financial interest shall not include: (i) any ownership through purchase at fair market value or inheritance of less than one percent of the share of a corporation, or any corporate subsidiary, parent of affiliate thereof, regardless of the value of or dividends of such shares, if such shares are registered on a securities exchange pursuant to the Securities Exchange Act of 1934, as amended; (ii) the authorized compensation paid to an official or employee for his or employment; (iii) any economic benefit provided equally to all residents of the city; (iv) a time or demand deposit in a financial institution; or (v) an endowment or insurance policy or annuity contract purchased from an insurance company. A “contractual or other private business

4

dealing” shall not include any employment relationship of an official’s spouse with an entity when such spouse has no discretion concerning or input relating to the relationship between that entity and the City.

     Section 9. Except as expressly modified in this Twentieth Amendment, all other terms covenants and conditions in the Current Agreement (including exhibits and attachments) remain unchanged and all affidavits, certificates and representations in the Current Agreement (including exhibits and attachments) are deemed reaffirmed as if made as of the date hereof.

5

     IN WITNESS WHEREOF, the City has caused this Twentieth Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and the Grantee has signed and sealed the same on or as of the day and year first written.

(SEAL)
	CITY OF CHICAGO
/s/ James J. Laski	By:	/s/ [ILLEGIBLE]
City Clerk	Title: Commissioner of the Department of Environment
	By:	/s/ [ILLEGIBLE]
	Title: Director of the Department of Revenue
	By:	/s/ [ILLEGIBLE]
	Title: Commissioner of the Department of Transportation
Reviewed as to form and legality:
/s/ [ILLEGIBLE]
Assistant Corporation Counsel
or Senior Counsel
ATTEST:	EXELON THERMAL TECHNOLOGIES, INC.
/s/ Maureen R. Prunty	By:	/s/ [ILLEGIBLE]
	Title: Vice President of Finance

6

EXHIBIT 1

     The Grantee’s District Cooling System is anticipated to be constructed in the Public Ways and at the approved plant locations set forth below. The exact location of each component of Grantee’s Distribution Facilities shall be presented to and reviewed by the City as set forth in the Agreement on an on-going basis prior to construction and installation in order to obtain permits for construction and installation specifying the exact locations of the Grantee’s Distribution Facilities.

Production Plant #1:	Northeast corner of South State Street and East Adams Streets
Distribution Piping:	In LaSalle Street proceeding for 200 feet north, more or less, from the intersection of West Adams Street. In Dearborn Street from Adams Street to Lake Street including the portions of the Dearborn Street/Madison Street intersection. In Adams Street from LaSalle Street to Michigan Avenue. In Madison Street, from Dearborn Street to the north/south public alley which lies 120 feet west of the west right-of-way line of State Street and in said alley from Madison Street to Monroe Street. In City property at the northwest corner of Carroll Avenue and Dearborn Street. In West Adams Street from Franklin Street to a point 100 feet West of Lower Wacker Drive.
Production Plant #2:	Northwest corner of South Franklin Street and West Congress Parkway
Distribution Piping:	In Van Buren Street, from Wacker Drive to Franklin Street. In Franklin Street from Van Buren Street to Lake Street. In Jackson Boulevard from Franklin Street to 150 feet East of State Street. In the Jackson Boulevard/Dearborn Street intersection and in Dearborn Street from such intersection to 100 feet south of such intersection. In LaSalle Street, from West Wacker Drive to Van Buren Street. In Washington Boulevard, from LaSalle Street to approximately 300 feet west of Franklin Street. In the Washington Street Trolley Tunnel from 300 feet west of Franklin Street to North Water Street. On City property consisting of viaducts and/or bridge facilities located between Canal Street and the South Branch of the Chicago River in the following

7

	locations: West Washington Boulevard and West Monroe Street. In Monroe Street, from Dearborn Street to Clark Street.
Production Plant #3	Northeast corner of Randolph and Columbus Drive (located in the Blue Cross/Blue Shield Building).
Distribution Piping:	In Columbus Drive, from Randolph Street to South Water Street. In South Water Street, from Columbus Drive to Garland Court. In Garland Court from Lake Street to approximately 300 feet north of Wacker Drive. In Lake Street, from Garland Court to LaSalle Street.
	In LaSalle Street Trolley Tunnel, from Lake Street to approximately 50 feet north of West Carroll Avenue. In West Carroll Avenue, from the westerly right of way line of Wells Street to Clark Street, and in addition, the Clark Street/Carroll Avenue and Dearborn Street/Carroll Avenue intersections. To the extent of City property interests therein, in the lower Carroll Avenue access driveway (but only to the extent permitted by and consistent with City property interest therein) extending from the south line of West Kinzie Street beginning at a point 88 feet east of North Dearborn Street for a distance of approximately 98 feet south and thence generally in a southwesterly direction for approximately 151 feet to the intersection of lower Carroll Avenue and North Dearborn Street. In Kinzie Street from 75 feet east of Dearborn Street to 75 feet east of State Street. In LaSalle Street from West Carroll Avenue to approximately 50 feet north of West Carroll Avenue. Across and under Kinzie Street from the Merchandise Mart to the building commonly known as 400 N. Franklin Street for piping with a maximum trench-width of six (6) feet to be located west of the Franklin Street/Kinzie Street intersection and east of the Orleans Street/Kinzie Street intersection. Across and under Orleans Street from the Merchandise Mart to the Apparel Center for piping with a maximum trench-width of six (6) feet to be located south of the Kinzie Street/Orleans Street intersection and north of the Chicago River.

8

	In a portion of Kinzie Street from 75 feet east of Dearborn to Dearborn Street. In Dearborn Street from Kinzie Street to Ontario Street. In Ontario Street from Dearborn Street to Wabash Avenue. In Wabash Avenue from Grand Avenue to Huron Street. In Erie Street from State Street to Rush Street. In Grand Avenue from Wabash Avenue to a point approximately 150 feet east of St. Clair Street. In Rush Street from Erie Street to Superior Street.
	In Garland Court from Lake Street to Benton Place. In Benton Place from Garland Court to Wabash Avenue. In Randolph Street from Columbus Drive to and including Michigan Avenue.
Production Plant #4:*	North Orleans Street on the west, North Wells Street on the east, West Kinzie Street on the north, and the Chicago River on the south (located in the Merchandise Mart building).
Distribution Piping: Plant #4	In Washington Boulevard from Dearborn Street to State Street. Under the Orleans Street viaduct from Grantee’s existing piping (north of the Chicago River) to Kinzie Street. In Kinzie Street from the Kinzie Street/Orleans Street intersection west to the north-south public alley west of Orleans Street; north in said north-south public alley to the east-west public alley. In said east-west public alley west to a point 220.0 feet west of North Orleans Street.
	In the north-south alley east of Kingsbury Street from Hubbard Street to the existing piping in the east-west alley south of Hubbard Street. In Hubbard Street from Kingsbury Street to the north/south public alley immediately east of Kingsbury Street. In Kingsbury Street from Hubbard Street to Chicago Avenue up to and including the intersection of Kingsbury Street and Chicago Avenue. In Chicago Avenue from Kingsbury Street to Larrabee Street. In State Street from Lake Street to Randolph Street.
Production Plant #5:	Southeast corner of North State Street and East Kinzie Street. (located in the IBM Building), 301 North State Street

9

Distribution Piping: In Kinzie Street from 75 feet east of Dearborn Street to 75 feet east of State Street. In North State Street from the intersection with West Kinzie Street to a point approximately 200 feet south of such intersection.

*Plant 4 is anticipated to be transferred to Northwind L.L.C. as an Affiliated Plant.

     This Exhibit is subject to amendment pursuant to the provisions of Section 7.1.2 of the Agreement (including City Council authorization and Departmental approvals) to incorporate new Approved Plants and Additional Distribution Facilities and subject to amendment pursuant to the provisions of Section 7.1.1 of the Agreement (including Departmental approvals) to amend the locations of the Distribution Facilities based on changes in construction conditions.

     All amendments requiring changes in location not based on construction conditions shall require City Council authorization.

10

11

Twenty-First Amendment to the District Cooling System Use Agreement

     This Twenty First Amendment to District Cooling System Use Agreement (“Twenty First Amendment”) dated as of June 30, 2004 (the “Effective Date”) by and between the City of Chicago, Illinois (the “City”), a home rule unit and municipality under Article VII of the Constitution of the State of Illinois, Exelon Thermal Technologies, Inc., an Illinois corporation (the “Grantee”) and a wholly-owned indirect subsidiary of Exelon Corporation, Exelon Thermal Holdings, Inc., a Delaware corporation (“ETH”) and Macquarie District Energy Inc., a Delaware corporation (the “Transferee”) and a wholly-owned indirect subsidiary of Macquarie Bank Limited, an Australian publicly listed company.

WITNESSETH:

     WHEREAS, the City and the Grantee have entered into that certain District Cooling System Use Agreement dated as of October 1, 1994, as amended (the “Current Agreement”) which grants to the Grantee the non-exclusive right to use certain public ways of the City to construct, operate and maintain a district cooling system (the “System”); and

     WHEREAS, Section 4.1.4 of the Current Agreement requires prior approval of the City Council of the City (the“City Council”) where ownership of 50 percent or more of the control of Grantee is acquired during the term of the Current Agreement in any transaction or series of transactions by a person or one or more persons acting in concert, none of whom owned or controlled 50 percent or more of the right to control Grantee, singly or collectively on the Effective Date of this Amendment; and

     WHEREAS, ETH desires to sell Thermal Chicago Corporation (the owner of the Grantee) to the Transferee and now requests the City, by action of the City Council to approve the proposed change of control of the Grantee; and

     WHEREAS, the City does not object to the transfer of control of Grantee for purposes of Section 4.1.4 of the Current Agreement; and

     WHEREAS, as part of the transfer of control contemplated to be simultaneously completed Grantee will change its name to Thermal Technologies Inc.; and

     WHEREAS, the City is prepared to consent to the proposed change of control of the Grantee to the Transferee which has provided proof of legal, technical, financial and character qualifications to own the Grantee and operate the System and completed disclosure of ownership interests as required by the Municipal Code of Chicago and provided such other certifications as the City shall determine are required; and

     WHEREAS, the City does not object to the transfer of control of Grantee, and resulting name change of Grantee for purposes of Section 4.1.4. of the Current Agreement; and

     WHEREAS, the City Council of the City on June 23, 2004 approved execution of a Twenty First Amendment to the Current Agreement in substantially the form of this Twenty First Amendment; and

     WHEREAS, the City and the Grantee now desire to amend the Current Agreement on the terms and conditions set forth below;

     NOW, THEREFORE,

     It is agreed by the parties hereto as follows:

     Section 1. The above recitals are expressly incorporated herein and made a part of this Twenty First Amendment by reference as though fully set forth herein.

     Section 2. As of the Effective Date of this Twenty First Amendment, the Grantee agrees to continue to comply with all the provisions of the Current Agreement including the provisions of 4.1.4. It is acknowledged by the parties that a change of control of the Grantee is approved by the City and the Transferee will become the owner of Grantee for purposes of the Current Agreement, in accordance with the following terms:

The undersigned N. Marcia Jimenez, the Commissioner of the Department of Environment, Miguel d’Escoto, the Commissioner of the Department of Transportation and Bea Reyna-Hickey, the Director of the Department of Revenue, on behalf of the City of Chicago (the “City”) do hereby give our consent to the change of control of Exelon Thermal Technologies, Inc. to Macquarie District Energy Inc. in accordance with Section 4.1.4 of the Current Agreement.

ETH represents that Exelon Thermal Technologies, Inc. is not in default of the Current Agreement as of the Effective Date.

Macquarie District Energy Inc. acknowledges that it has read the Current Agreement and is familiar with its terms and will cause the Grantee to continue to comply with all the provisions of the Current Agreement, the Municipal Code of Chicago and all applicable local, state and federal laws.

     Section 3. The Grantee hereby agrees to comply with and adhere to the additional commitments described in Appendix A hereto following the change of control contemplated by this Twenty First Amendment.

     Section 4. Commencing on the Effective Date, the Current Agreement, is hereby amended to acknowledge the transfer of control of the Grantee in accordance with the terms of the Current Agreement, as amended by this Twenty First Amendment and the change of the name of the Grantee as described in the recitals. All terms and conditions of the Current Agreement not modified by this Twenty First Amendment shall remain in full force and effect.

     IN WITNESS WHEREOF, the City has caused this Twenty First Amendment to be duly executed in its name and behalf as of the date first written by its Commissioner of the Department of Environment, its Director of the Department of Revenue and its Commissioner of the Department of Transportation and Exelon Thermal Holdings, Inc., the Grantee and the Transferee have signed and sealed the same on or as of the day and year first written.

(SEAL)	CITY OF CHICAGO
/s/ James J. Laski	By:	/s/ [ILLEGIBLE]
City Clerk		Title: Commissioner Department of the
		Department of Environment
	By:	/s/ [ILLEGIBLE]
		Title: Director of the Department of Revenue
	By:	/s/ [ILLEGIBLE]
		Title: Commissioner of the Department of
		Transportation
Reviewed as to form and legality:
/s/ M. Susan Lopez
Chief Assistant Corporation Counsel
ATTEST:	EXELON THERMAL HOLDINGS, INC.
	By:	/s/ George H. Gilmore Jr.
/s/ [ILLEGIBLE]	Title	:
ATTEST:	EXELON THERMAL TECHNOLOGIES, INC.
	By:	/s/ George H. Gilmore Jr.
/s/ [ILLEGIBLE]	Title	:
ATTEST:	MACQUARIE DISTRICT ENERGY INC.
	By:
	Title	:

APPENDIX A

Additional Commitments of Macquarie District Energy Inc. (“MDE”) Following Transfer of Ownership of Grantee from ETH to MDE

Grantee Performance Reports to City Agencies

Grantee will provide the following information to the City:

• During the 1st quarter of each year, a Year-End Report on the previous year to the Commissioner of the Department of Environment, including:

• Customer overview

• Peak loads

• Total energy production

• Capital investment

• MBE/WBE results

• Past year expansion

• Known planned expansion for current year including probable schedule

• Major corrective maintenance completed in previous year

• Revenue generated to the city

• In May of each year, Grantee will report to the Commissioner of Environment on Grantee’s Summer Readiness.

• In October of each year, Grantee will report to the Commissioner of Environment regarding Grantee’s peak season operations.

• Annually, Grantee will review key changes to the System and emergency procedures with the Office of Emergency Management and Communications (911 Center).

• In the unlikely event that a key Chicago business district customer suffers an unplanned outage due to a system fault, Grantee will report this interruption to the Department of Environment within 4 hours of determination. Grantee will further (1) report to the Department of Environment planned corrective action, (2) provide periodic updates during outage, and (3) report final resolution.

• Capital spending has historically been on large spare parts (i.e. chillers, pumps, motors), instrument and technology upgrades, plant system improvements and modifications etc.

• Typical maintenance spending is between $3.2-$3.8 million/year. In 2003 maintenance spending totaled $3.4 million.²

• MDE has budgeted to spend approximately $3.8 million in 2004, subject to the needs of the system.

• The Year-End Report will review and report the maintenance program for the previous year.

Expansion Commitments

• Grantee will pursue prudent and well-planned growth of the system, subject to customer demand (including having contractually-committed customers), the cost to expand the system and receipt of consent from the City as provided in Section 7 of the Use Agreement.

• Grantee will take all commercially reasonable actions to ensure that expansion of the system does not result in a materially adverse effect on the service provided to then existing customers.

• In addition to the maintenance spending (discussed above), MDE has budgeted expenditures over the next 3 years of $4.0 million to increase existing plant capacity by approximately 4,000 tons for existing and new customers. In 2003, Grantee spent $850,000 as expansion capital.

• Grantee will obtain all necessary approvals form the City of Chicago as required under the Use Agreement for all expansion projects.

• The Year-End Report will review and report the capital expansion program for the previous year.

Commitments to Customers

MDE is committed to building a positive relationship with customers and maintaining a high level of customer satisfaction. General complaints will be responded to promptly and emergencies will be dealt with immediately.

Human Resource Related Commitments

Grantee will:

• Comply with its minority and women owned business enterprises obligations (MBE & WBE)

• Employ Chicago-based contractors for the majority of work required

² Amounts include the downtown Chicago operations but not the operation at Midway Airport.

• Remain headquartered in Chicago

• Continue to employ union labor from International Union of Operating Engineers, Local 399

• Seek to appoint a prominent and well-respected citizen of the City of Chicago on the Board of Directors for Grantee.

EX-10.26

                                                                   EXHIBIT 10.26


                                                                EXECUTION COPY


                         MACQUARIE DISTRICT ENERGY, INC.



                                U.S. $120,000,000



                       6.82% Senior Secured Notes due 2023
                       6.40% Senior Secured Notes due 2023



                             NOTE PURCHASE AGREEMENT



                         Dated as of September 27, 2004







                                TABLE OF CONTENTS



                                                                              Page
                                                                              ----

                                                                           
SECTION 1.  INTRODUCTORY MATTERS; ISSUANCE OF NOTES.........................    1
      1.1     Introductory Matters..........................................    1
      1.2.    Authorization.................................................    1
      1.3.    Issuance of Notes.............................................    1
      1.4.    The Closing...................................................    2
      1.5.    Waiver of Closing Conditions..................................    2

SECTION 2.  THE NOTES; INTEREST; FEES.......................................    2
      2.1.    Notes.........................................................    2
      2.2.    Interest......................................................    2
      2.3.    Fee...........................................................    3

SECTION 3.  PREPAYMENTS.....................................................    3
      3.1.    Scheduled Prepayments.........................................    3
      3.2.    Optional Prepayments..........................................    3
      3.3.    Mandatory Prepayments.........................................    4
      3.4.    Allocation of Prepayments.....................................    5
      3.5.    Surrender, Etc................................................    5
      3.6.    Purchase of Notes.............................................    5

SECTION 4.  CONDITIONS PRECEDENT............................................    6
      4.1.    Conditions to the Closing.....................................    6
      4.2     Conditions to Initial Disbursement............................    8
      4.3     Conditions to Second Disbursement.............................   13
      4.4     Conditions to all Disbursements...............................   17

SECTION 5.  REPRESENTATIONS AND WARRANTIES..................................   18
      5.1.    Organization..................................................   18
      5.2.    Authorization; Enforceability; Execution and Delivery.........   19
      5.3.    No Breach of Laws and Contracts, Etc.; Nature of
              Business......................................................   19
      5.4.    Rights; Governmental Approvals................................   20
      5.5.    Proceedings...................................................   21
      5.6.    Financial Condition...........................................   21
      5.7.    Information; Disclosure.......................................   22
      5.8.    Taxes.........................................................   23
      5.9.    Margin Stock..................................................   23
      5.10.   ERISA.........................................................   23
      5.11.   Status Under Certain Statutes.................................   24
      5.12.   Collateral....................................................   26
      5.13.   Environmental Matters.........................................   26
      5.14.   Ownership, Etc................................................   28
      5.15.   Place of Business.............................................   28
      5.16.   No Default....................................................   28
      5.17.   Project Documents.............................................   29
      5.18.   Patents; Trademarks; Licenses.................................   29
      5.19.   Private Offering..............................................   29
      5.20.   Base Case Forecast............................................   30
      5.21.   Ranking.......................................................   30



                                      -ii-

                                                                           
      5.22.   Representations of Subsidiary Guarantors......................   30

SECTION 6.  REPRESENTATIONS OF THE PURCHASER................................   31
      6.1.  Purchase for Investment.........................................   31
      6.2.  Source of Funds.................................................   31
      6.3.  Purchaser Not a Utility.........................................   32

SECTION 7.  DELIVERY OF FINANCIAL STATEMENTS, OPERATING BUDGET AND OTHER
            INFORMATION.....................................................   33

SECTION 8.  INSPECTION OF PROPERTIES AND BOOKS..............................   36

SECTION 9.  COVENANTS.......................................................   36
      9.1.    Books and Records; Fiscal Year; Corporate Existence;
              Payment of Taxes; Compliance with Laws........................   36
      9.2.    Project Operation; Maintenance of Properties..................   37
      9.3.    Project Documents, Etc........................................   37
      9.4.    Merger and Consolidation; Disposition of Assets...............   39
      9.5.    Indebtedness..................................................   41
      9.6.    Liens.........................................................   41
      9.7.    Investments...................................................   41
      9.8.    Nature of Business; Maintenance of Office in New York.........   41
      9.9.    Transactions with Affiliates..................................   41
      9.10.   Environmental Compliance......................................   42
      9.11.   Restricted Payments...........................................   43
      9.12.   Further Assurances............................................   44
      9.13.   Insurance.....................................................   45
      9.14.   Collection of Payments........................................   49
      9.15.   Use of Proceeds...............................................   49
      9.16.   Capital Expenditures..........................................   49
      9.17.   Debt Service Coverage Ratio...................................   49
      9.18.   Payment of Obligations........................................   49
      9.20.   Investment Company Act; PUHCA; State Utility Regulation.......   49
      9.20.   Operating Budget..............................................   51
      9.21.   Ratings.......................................................   51

SECTION 10. EVENTS OF DEFAULT; REMEDIES.....................................   51
      10.1.   Events of Default.............................................   51
      10.2.   Remedies......................................................   54
      10.3.   Suits for Enforcement.........................................   55
      10.4.   Remedies Cumulative...........................................   56
      10.5.   Remedies Not Waived...........................................   56

SECTION 11. REGISTRATION, TRANSFER AND EXCHANGE OF NOTES....................   56
      11.1.   Registration of Notes.........................................   56
      11.2.   Transfer and Exchange of Notes................................   56
      11.3.   Replacement of Notes..........................................   57

SECTION 12. AMENDMENT AND WAIVER............................................   57

SECTION 13. HOME OFFICE PAYMENT.............................................   59




                                      -iii-

                                                                           
SECTION 14. LIABILITIES OF THE PURCHASER....................................   59

SECTION 15. TAXES...........................................................   59

SECTION 16. MISCELLANEOUS...................................................   60
      16.1.   Expenses......................................................   60
      16.2.   Reliance on Representations...................................   61
      16.3.   Successors and Assigns........................................   61
      16.4.   Communications................................................   61
      16.5.   Indemnification...............................................   61
      16.6.   Limitation of Liability.......................................   62
      16.7.   Jurisdiction and Process......................................   62
      16.8.   Confidentiality...............................................   63
      16.9.   Governing Law.................................................   64
      16.10.  Headings......................................................   64
      16.11.  Counterparts..................................................   64
      16.12.  Severability..................................................   64




ANNEX I          -   Definitions

SCHEDULE I       -   Information Relating to Purchasers
SCHEDULE II      -   Amortization

SCHEDULE 4.1(e)  -   Section 4.1 Filings
SCHEDULE 4.2(e)  -   Section 4.2 Filings
SCHEDULE 4.3(e)  -   Section 4.3 Filings
SCHEDULE 4.2     -   Third Party Consents and Governmental Approvals
SCHEDULE 5.4     -   Necessary Governmental Approvals
SCHEDULE 5.5     -   Litigation
SCHEDULE 5.13    -   Environmental Disclosure
SCHEDULE 5.14    -   Ownership Interests
SCHEDULE 5.15    -   Place of Business
SCHEDULE 5.16    -   Default under Material Project Document
SCHEDULE 9.6     -   Liens
SCHEDULE 9.13    -   Insurance

EXHIBIT A        -   Form of Senior Secured Note due 2023
EXHIBIT B        -   Form of Agency, Disbursement and Control Agreement
EXHIBIT C        -   Form of Issuer Security and Pledge Agreement
EXHIBIT D1       -   Form of Subsidiary Guaranty, Pledge and Security Agreement
EXHIBIT D2       -   Form of Owner Subsidiary Guaranty and Security Agreement
EXHIBIT D3       -   Form of MDEH Guaranty and Pledge Agreement
EXHIBIT E        -   Form of Subsidiary Mortgage
EXHIBIT F        -   Form of Consent and Agreement
EXHIBIT G        -   Form of Assignment and Assumption Certificate
EXHIBIT H        -   Terms of Subordination
EXHIBIT I        -   Form of Sponsor Covenant
EXHIBIT J        -   Form of Aladdin Indemnity


                                      -iv-

                         MACQUARIE DISTRICT ENERGY, INC.
                                600 FIFTH AVENUE
                                   21ST FLOOR
                               NEW YORK, NY 10020


                                                            New York, New York
                                                      as of September 27, 2004

TO THE PURCHASERS WHOSE NAMES
APPEAR ON THE SIGNATURE PAGE HERETO:

Ladies and Gentlemen:

            Macquarie District Energy, Inc., a corporation duly formed and
validly existing under the laws of the State of Delaware (the "Issuer"), hereby
agrees with each of you (each, a "Purchaser" and, collectively, the
"Purchasers"), and each Purchaser agrees with the Issuer, as follows:

      SECTION 1.    INTRODUCTORY MATTERS; ISSUANCE OF NOTES.

      Section 1.1.  Introductory Matters.

            (a) Except as otherwise defined herein, capitalized terms used
herein shall have the respective meanings assigned to them in Annex I to this
Agreement.

            (b) The Issuer proposes to issue the Notes described in this
Agreement, the proceeds of which will be used as follows: (i) $100,000,000 to
fund or refinance the acquisition of the Chicago District Energy Project and
$20,000,000 to fund or refinance the acquisition of the Las Vegas District
Energy Project; (ii) to fund certain development and operational activities of
the Issuer and its Subsidiaries; (iii) to pay the transaction costs and expenses
incurred in connection with the transactions contemplated hereby; (iv) to pay
the Fee (as defined below); and (v) to provide for the initial funding of the
Debt Service Reserve Account.

                    Accordingly, the parties to this agreement agree as follows:

      Section 1.2. Authorization. The Issuer has duly authorized the issuance of
$120,000,000 of its senior secured notes of which $100,000,000 aggregate
principal amount shall be its 6.82% Senior Secured Notes due 2023 (the "Chicago
Notes") and $20,000,000 aggregate principal amount shall be its 6.40% Senior
Secured Notes due 2023 (the "Las Vegas Notes" and together with the Chicago
Notes, the "Notes") substantially in the form of Exhibit A hereto, with such
changes therefrom, if any, as may be approved by each Purchaser and the Issuer.
As used herein, the term "Notes" shall include all notes originally issued
pursuant to this Agreement and all notes delivered in substitution or exchange
for any such originally issued notes pursuant to this Agreement.

      Section 1.3. Issuance of Notes. Subject to the terms and conditions of
this Agreement, the Issuer shall issue and sell to each Purchaser, and each
Purchaser agrees to purchase from the Issuer, according to the Disbursement
Schedule set forth below, Notes in the


                                                         NOTE PURCHASE AGREEMENT

                                      -2-


aggregate principal amount set forth opposite such Purchaser's name in Schedule
I hereto at a purchase price equal to 100% of such principal amount. The
Purchasers' obligations under this Agreement are several and not joint
obligations and no Purchaser shall have any liability to any Person for the
performance or non-performance of any obligation by any other Purchaser.

            The Notes shall be purchased by the Purchasers in two installments
according to the schedule set forth below.



            EXPECTED FUNDING DATE                     AMOUNT
            ---------------------                     ------

                                                   
            No later than September 30, 2004          US$100,000,000
            No later than September 30, 2004          US$20,000,000


      Section 1.4. The Closing. The closing of the purchase of the Chicago Notes
and the initial funding (the "Closing") shall take place at the offices of
Milbank, Tweed, Hadley & McCloy LLP, located at One Chase Manhattan Plaza, New
York, New York, at 10:00 a.m. (New York time), on September 29, 2004, or on such
other Business Day as may be agreed upon by the Issuer and each Purchaser (the
"Closing Date"). On the Closing Date, the Issuer will deliver to each Purchaser
one or more Notes being purchased by such Purchaser, registered in the name of
such Purchaser or in the name of such Purchaser's nominee, in any denominations
(in multiples of $100,000), and in the aggregate principal amount to be
purchased by such Purchaser pursuant to this Agreement, all as specified in
Schedule I hereto or as such Purchaser may specify by timely notice to the
Issuer (or, in the absence of such notice, and if not specified in such Schedule
I, one Note registered in such Purchaser's name), duly executed and dated the
Closing Date, against payment of the purchase price therefor.

      Section 1.5. Waiver of Closing Conditions. If on the Closing Date (i) the
Issuer fails to deliver to each Purchaser the Notes to be issued to such
Purchaser on such date or (ii) the conditions specified in Section 4.1 have not
been fully satisfied, such Purchaser may waive compliance with any such
condition to such extent as such Purchaser may in its sole discretion determine,
but such Purchaser shall have no obligation to do so. Nothing in this Section
1.5 shall operate to relieve the Issuer of any of its obligations under this
Agreement or under the other Financing Documents or to waive any of the rights
of such Purchaser against the Issuer.

      SECTION 2.    THE NOTES; INTEREST; FEES.

      Section 2.1. Notes. The purchase of the Notes by the Purchasers shall be
evidenced by the Notes delivered to the Purchasers pursuant to Section 1.3 or by
the one or more Notes delivered in connection with a transfer pursuant
to Section 11.

      Section 2.2.  Interest.

            (a) Until the Final Maturity Date, each Chicago Note shall bear
interest (computed on the basis of a 360-day year consisting of twelve 30-day
months) on the unpaid


                                                         NOTE PURCHASE AGREEMENT

                                      -3-


principal balance thereof at the rate of 6.82% per annum from the date of such
Note, payable quarterly in arrears on each Payment Date and on the Final
Maturity Date.

            (b) Until the Final Maturity Date, each Las Vegas Note shall bear
interest (computed on the basis of a 360-day year consisting of twelve 30-day
months) on the unpaid principal balance thereof at the rate of 6.40% per annum
from the date of such Note, payable quarterly in arrears on each Payment Date
and on the Final Maturity Date.

            (c) Notwithstanding the foregoing, any payment of principal,
interest or Make-Whole Amount with respect to any Note that is overdue shall
bear interest from and including the due date of such overdue payment to but
excluding the date such amount is paid in full (to the extent permitted by
applicable law) at a rate per annum equal to the Default Rate. Interest accrued
pursuant to this Section 2.2(b) shall be payable on demand.

      Section 2.3. Fee. The Issuer shall pay to ABN AMRO Incorporated on the
Closing Date a placement fee (the "Fee") as provided in a separate letter by the
Issuer to ABN AMRO Incorporated.

      SECTION 3.    PREPAYMENTS.

      Section 3.1. Scheduled Prepayments. On each Payment Date to and including
the Payment Date immediately prior to the Final Maturity Date, the Issuer shall
pay the principal amount (or such lesser principal amount as shall then be
outstanding) of the Notes set forth in Schedule II hereto for such date at par
and without payment of the Make-Whole Amount or any other premium.

      Section 3.2.  Optional Prepayments.

            (a) The Issuer may, at its option, upon notice as provided in
Section 3.2(b), prepay all or any part of the Notes in an amount not less than
5% of the aggregate principal amount of the Notes then outstanding (in the case
of a partial prepayment) at 100% of the principal amount so prepaid, together
with the applicable Make-Whole Amount, if any, determined for the prepayment
date with respect to such principal amount. Any such prepayment shall be made
ratably to the outstanding Chicago Notes and the outstanding Las Vegas Notes.

            (b) Written notice of each optional prepayment under this Section
3.2 shall be given by the Issuer or, at the Issuer's request, the Collateral
Agent, to the Noteholders not more than 60 nor less than 30 days prior to the
proposed date of such prepayment. Each such notice shall specify (i) the date of
such prepayment, (ii) the aggregate principal amount of the Notes to be prepaid
on such date, (iii) the principal amount of each Note held by the Noteholders to
be prepaid, (iv) the interest to be paid on the prepayment date with respect to
such principal amount being prepaid, and (v) in the case of any prepayment in
part, the revised amortization schedule, as recalculated in accordance with
Section 3.4. Such notice shall be accompanied by a certificate of a Senior
Financial Officer as to the estimated Make-Whole Amount, if any, due in
connection with such prepayment (calculated as if the date of such notice were
the date of the prepayment) and


                                                         NOTE PURCHASE AGREEMENT

                                      -4-


setting forth the details of such computation, and two Business Days prior to
such prepayment, the Issuer shall deliver to the Noteholders a certificate of a
Senior Financial Officer specifying the calculation of such Make-Whole Amount as
of the specified prepayment date.

      Section 3.3.  Mandatory Prepayments.

            (a) Event of Loss. If the Collateral Agent has received any Loss
Proceeds with respect to an Event of Loss and either (i) the Issuer has not
Restored the related Affected Property in accordance with Section 9.13, (ii) the
Collateral Agent is required by Section 9.13(b)(ii) to apply such Loss Proceeds
to the prepayment of the Senior Secured Indebtedness or (iii) the Collateral
Agent has otherwise been instructed, in accordance with Section 9.13(b)(iv) or
(v), to apply such Loss Proceeds to the prepayment of the Senior Secured
Indebtedness, then the Issuer shall apply an aggregate amount equal to 100% of
the Net Available Amount of the Loss Proceeds received with respect to such
Event of Loss (less the amount theretofore expended on the Restoration of the
Affected Property, as permitted by and as expended in accordance with
Section 9.13) ratably to the prepayment of the Senior Secured Indebtedness;
provided that if, after an Event of Loss, the Issuer has Restored the applicable
District Energy Project to substantially the same condition it was in prior to
the occurrence of such Event of Loss and any excess Net Available Amount remains
in the Loss Proceeds Account after such Restoration (and after payment of all
obligations of the Issuer incurred with respect to such Restoration), such
excess Net Available Amount need not be applied to the prepayment of the Senior
Secured Indebtedness but shall be deposited in the Issuer Revenue Account for
application pursuant to the Agency, Disbursement and Control Agreement.

            (b) Dispositions of the District Energy Projects. If (i) the Issuer
transfers, conveys, sells or otherwise disposes of its equity interests in any
of its Subsidiaries (other than as permitted by Section 9.4(d) or Section
9.9(b)) or (ii) any Subsidiary of the Issuer transfers, conveys, sells or
otherwise disposes of its equity interests in any other Subsidiary (other than
as permitted by Section 9.4(d) or Section 9.9(b)) or (iii) any Subsidiary of the
Issuer (other than Northwind Aladdin) transfers, conveys, sells, leases or
otherwise disposes of any of its Property (other than as permitted by Section
9.4), then simultaneously with such transfer, conveyance, sale, lease or other
disposition, the Issuer shall apply an aggregate amount equal to the proceeds of
such disposition (net of closing and other costs in connection therewith and net
of any amounts due to third parties under the Stock Purchase Agreement) ratably
to the prepayment of the Senior Secured Indebtedness.

            (c) Other Events. If: (i) any Governmental Approval shall be
Impaired or shall cease to be in full force and effect and any such Impairment
or failure of any such Governmental Approval to remain in full force and effect
shall continue unremedied for a period of at least 30 days and such event could
reasonably be expected to have a Material Adverse Effect; or (ii) any material
provision of any Material Project Document (other than the Chicago Use
Agreement) shall at any time for any reason cease to be valid and binding or in
full force and effect (except upon any termination of such Material Project
Document in accordance with its terms) or shall be Impaired; or (iii) any party
to a Material Project Document (other than the Chicago Use Agreement) shall be
in default, or shall have breached its obligations, under any


                                                         NOTE PURCHASE AGREEMENT

                                      -5-


Material Project Document (other than the Chicago Use Agreement) and such
default or breach could reasonably be expected to have a Material Adverse
Effect; or (iv) a Bankruptcy occurs with respect to ETT Nevada; or (v) at any
time after the Second Disbursement Date, an "event of default" (as defined in
the note purchase agreement for the Northwind Aladdin Notes) occurs under the
Northwind Aladdin Notes, then the Agent shall apply the amounts on deposit in
the Accounts ratably to the prepayment of the Senior Secured Indebtedness until
the minimum and average Debt Service Coverage Ratio for the Rolling Fiscal
Period ending on the last day of the month preceding the next Payment Date are
at least 1.30 and 1.50, respectively.

            (d) Price. (i) Notes prepaid pursuant to Section 3.3(a) shall be
      prepaid at a price equal to the principal amount of the Notes to be
      prepaid, together with interest accrued (including interest accruing at
      the Default Rate, if any) thereon to the date of prepayment. No Make-Whole
      Amount or other premium shall be payable in connection with any prepayment
      under Section 3.3(a).

            (ii) Notes prepaid pursuant to Section 3.3(b) or Section 3.3(c)
      shall be prepaid at a price equal to 100% of the principal amount of the
      Notes to be prepaid, together with interest accrued (including interest
      accruing at the Default Rate, if any) thereon to the date of prepayment
      and, to the extent permitted by law, an amount equal to the Additional
      Amount (as hereinafter defined).

      Section 3.4. Allocation of Prepayments. All prepayments shall be applied
first, to the payment of accrued and unpaid interest, second, to the payment of
principal, and third, to the payment of any Additional Amount. In the event of
any prepayment of less than all of the outstanding principal amount of the Notes
other than a scheduled prepayment under Section 3.1, the principal amount to be
prepaid shall be allocated among all of the outstanding Notes in the inverse
order of their maturities, in proportion, as nearly as practicable, to the
respective unpaid principal amounts thereof not theretofore called for
prepayment, and ratably among the outstanding Chicago Notes and the outstanding
Las Vegas Notes.

      Section 3.5. Surrender, Etc. In the case of each prepayment of Notes
pursuant to this Section 3, the principal amount of each Note to be prepaid
shall mature and become due and payable on the date fixed for such prepayment,
together with interest on such principal amount accrued to such date and if
expressly provided in this Agreement, the applicable Make-Whole Amount. Any Note
paid or prepaid in full shall be surrendered to the Issuer or to the Collateral
Agent and canceled and shall not be reissued, and no Note shall be issued in
lieu of any prepaid principal amount of any Note.

      Section 3.6. Purchase of Notes. The Issuer shall not and shall not permit
any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or
indirectly, any of the outstanding Notes except upon the payment or prepayment
of the Notes in accordance with the terms of this Agreement and the Notes. The
Issuer shall promptly cancel all Notes acquired by it or any Affiliate pursuant
to any payment, prepayment or purchase of Notes pursuant to any


                                                         NOTE PURCHASE AGREEMENT

                                      -6-


provision of this Agreement, and no Notes may be issued in substitution or
exchange for any such Notes.

      SECTION 4.    CONDITIONS PRECEDENT.

      Section 4.1. Conditions to the Closing. Each Purchaser's obligation for
the initial funding in accordance with Section 1.3 shall be subject to the
satisfaction or waiver of the following conditions; provided that if the Closing
Date is the Initial Disbursement Date, the conditions set forth in Section
4.1(c), (d), and (e) shall be satisfied by the satisfaction or waiver of the
conditions set forth in Section 4.2(b), (c) and (e):

            (a)   Documents.

                  (i) Each Purchaser shall have received each of the following
      documents (each of which shall be satisfactory to such Purchaser):

                  (A)  this Agreement, duly executed and delivered by the
            Issuer and the Purchasers;

                  (B)  the Agency, Disbursement and Control Agreement,
            duly executed and delivered by the intended parties thereto;

                  (C)  the Issuer Security Agreement, duly executed and
            delivered by the Issuer and the Collateral Agent;

                  (D)  the MDEH Pledge Agreement, duly executed and
            delivered by MDEH, the Issuer and the Collateral Agent; and

                  (E) each Purchaser's Chicago Note, duly executed and delivered
      by the Issuer.

            (b)     Certificates.

                  (i) Officer's Certificate. The Issuer shall have delivered to
      each Purchaser an Officer's Certificate, dated the Closing Date, pursuant
      to Section 4.4(d).

                  (ii) Secretary's Certificates. The Collateral Agent shall have
      received from each of the Issuer and MDEH a certificate (which shall be
      satisfactory to each Purchaser) as to the (w) veracity and completeness of
      the organizational documents of such party attached thereto, (x) the
      resolutions attached thereto and other corporate or limited liability
      company proceedings relating to the authorization, execution and delivery
      of the Financing Documents to which such party is a party, (y) such
      party's valid existence, good standing and qualification to engage in
      business in each jurisdiction where its ownership, lease or operation of
      properties or the conduct of its business


                                                         NOTE PURCHASE AGREEMENT

                                      -7-


      requires such qualification, except to the extent that failure to do so
      could not reasonably be expected to have a Material Adverse Effect and (z)
      the identity, authority and capacity of each Person thereof authorized to
      act as an Authorized Officer in connection with the Financing Documents to
      which such party is a party.

            (c) Opinion of Special Counsel to the Purchasers. Each Purchaser
shall have received an opinion, dated the Closing Date and addressed to such
Purchaser, from Milbank, Tweed, Hadley & McCloy LLP, the Purchasers' special New
York counsel in connection with the transactions contemplated in this Agreement,
in form and substance satisfactory to such Purchaser.

            (d) Opinions of Counsel for the Issuer and the Other Project
Parties. Each Purchaser shall have received an opinion or opinions, dated the
Closing Date and addressed to such Purchaser, from (i) counsel to the Issuer and
(ii) counsel to MDEH, in each case in form and substance satisfactory to such
Purchaser.

            (e) Financing Documents. Each of this Agreement, the Notes, the
Agency, Disbursement and Control Agreement, the Issuer Security Agreement, the
MDEH Pledge Agreement and any financing statement filed in connection with any
of the foregoing shall be in full force and effect and the Collateral Agent
shall have received copies of each such Financing Document. In addition, the
Collateral Agent shall have received evidence satisfactory to each Purchaser
that each of the Issuer and MDEH, as applicable, shall have taken all actions
(including, without limitation, the filing of the UCC-1 financing statements in
the appropriate jurisdictions and the making of all recordings and filings set
forth in Schedule 4.1(e) hereto or made arrangements acceptable to such
Purchaser for such recordings or filings) as may be necessary or appropriate in
order to create and perfect the security interests intended to be created
pursuant to the Security Documents in effect as of the Closing Date as first
priority Liens.

            (f) Independent Engineer's Report. The Collateral Agent shall have
received a final report of the Independent Engineer, dated as of a recent date,
in form and substance satisfactory to each Purchaser, favorably reviewing (among
other matters to be reviewed at the request of such Purchaser) (i) the technical
feasibility of all operating specifications and arrangements (including the
ability of the District Energy Projects to operate as expected including
adequacy of all related infrastructure and existence of all necessary permits
and approvals) and (ii) environmental matters relating to the District Energy
Projects (including environmental audits, associated remediation costs and the
ability to operate within all environmental laws and regulations).

            (g) Private Placement Number. The Collateral Agent shall have
received evidence satisfactory to each Purchaser that a private placement number
for the Notes shall have been obtained from Standard & Poor's Corporation's
CUSIP Service Bureau.


                                                         NOTE PURCHASE AGREEMENT

                                      -8-


            (h) Rating. The Collateral Agent shall have received evidence that
the Notes are rated "BBB-" or better by Fitch, in form and substance
satisfactory to each Purchaser.

            (i) Other Documents. The Collateral Agent shall have received such
other documents as each Purchaser shall have reasonably requested.

            (j) Payment of Fees; Taxes. Without limiting the provisions of
Section 16.1, the Issuer shall have paid on or before the Closing Date any
costs, expenses, fees and other amounts due and owing to the Collateral Agent or
any Purchaser under the Financing Documents (including under Section 16.1), to
the extent statements therefor are provided to the Issuer on or prior to the
Closing Date. In addition, all Taxes (other than state or federal income taxes,
if any, assessed on any Purchaser's income or revenues) due in connection with
(a) the preparation, execution, delivery, filing, recordation, registration and
notarization of this Agreement, the Notes and the other Financing Documents or
any document furnished under or in connection with any thereof (including,
without limitation, all transfer, mortgage and documentary stamp taxes) and (b)
the issuance and delivery of the Notes to such Purchaser, shall have been paid
in full by the Issuer and such Purchaser shall have received evidence thereof
reasonably satisfactory to it of such payment.

            (k) Financial Statements. The Collateral Agent shall have received
copies of the unaudited consolidated financial statements of the Issuer (after
giving effect to the acquisition of the Chicago District Energy Project) as of
June 30, 2004 (the "Issuer Financial Statements"), accompanied by (i) a
certificate from the Senior Financial Officer of the Issuer certifying that (x)
the Issuer Financial Statements fairly present in all material respects the
financial condition and results of operation of the Issuer as of June 30, 2004
and (y) since June 30, 2004, there have not been any material adverse changes in
the assets, liabilities or financial position of the Issuer from those set forth
in the Issuer Financial Statements.

            (l) Base Case Forecast. The Collateral Agent shall have received the
Base Case Forecast, demonstrating Debt Service Coverage Ratios that are
generally upward-sloping for the term of the Notes with a minimum and average
Debt Service Coverage Ratio of at least 1.30 (but for the final balloon payment)
and 1.50, respectively, over the term of the Notes.

            (m) Guarantees. The Collateral Agent shall have received from MDEH a
certificate, in form and substance satisfactory to each Purchaser, signed by a
director or an appropriate officer of MDEH confirming that MDEH is, and after
giving effect to the MDEH Pledge Agreement will be, solvent and able to pay all
of its debts as and when they become due and payable and will not become
insolvent because of it entering into the MDEH Pledge Agreement or the doing of
any act for the purpose of giving effect to the MDEH Pledge Agreement.

            Section 4.2 Conditions to Initial Disbursement. Upon the
satisfaction or waiver of the following conditions, the Collateral Agent shall,
at the reasonable cost and expense of the Issuer, release the Initial Collateral
and transfer all amounts in the Proceeds Account (to the extent

                                      -9-


available) in accordance with the Funds Disbursement Memorandum (the date of
such release and transfer, the "Initial Disbursement Date"); provided that if
the Closing Date is the Initial Disbursement Date, the conditions set forth in
Section 4.2(i) and (r) shall be satisfied by the satisfaction or waiver of the
conditions set forth in Section 4.1(f) and (l):

            (a)   Documents.

                  (i) The Collateral Agent shall have received each of the
      following documents (each of which shall be satisfactory to each
      Purchaser):

                  (A) Funds Disbursement Memorandum, duly executed and delivered
            by the intended parties thereto.

                  (B) The Security Agreement of each of Thermal Chicago, ETT
            National Power, Inc. and each Owner Subsidiary, duly executed and
            delivered by the intended parties thereto.

                  (C) The Subsidiary Mortgages and the Assignments of Rents and
            Leases, each duly executed and delivered by the intended parties
            thereto in a recordable form.

                  (D) The Accession Agreement of each of Thermal Chicago, ETT
            National Power Inc. and each Owner Subsidiary, duly executed and
            delivered by the intended parties thereto.

                  (E) The Sponsor Covenant, duly executed and delivered by the
            intended parties thereto.

                  (F) The Consents listed on Schedule 4.2 hereto.

            (b)     Certificates.

                  (i) Officer's Certificate. The Issuer shall have delivered to
      each Purchaser an Officer's Certificate, dated the Initial Disbursement
      Date, pursuant toSection 4.4(d).

                  (ii) Secretary's Certificates. The Collateral Agent shall have
      received from each of the Issuer, MDEH and the Subsidiary Guarantors
      (other than ETT Nevada) a certificate (which shall be satisfactory to each
      Purchaser) as to the (w) veracity and completeness of the organizational
      documents of such party attached thereto, (x) the resolutions attached
      thereto and other corporate, partnership or limited liability company
      proceedings relating to the authorization, execution and delivery of the
      Financing Documents to which such party is a party, (y) such party's valid
      existence, good standing and qualification to engage in business in each
      jurisdiction where its ownership, lease or operation of properties or the
      conduct of its business requires such qualification, except to


                                                         NOTE PURCHASE AGREEMENT

                                      -10-


      the extent that failure to do so could not reasonably be expected to have
      a Material Adverse Effect and (z) the identity, authority and capacity of
      each Person thereof authorized to act as an Authorized Officer in
      connection with the Financing Documents to which such party is a party.

                  (iii) Macquarie Secretary's Certificate. The Collateral Agent
      shall have received from Macquarie a certificate (which shall be
      satisfactory to each Purchaser) as to (x) the veracity and completeness of
      the organizational documents of such party attached thereto, (y) the power
      of attorney attached thereto relating to the authorization, execution and
      delivery of the Sponsor Covenant and (z) the identity, authority and
      capacity of each Person thereof authorized to act as an Authorized Officer
      in connection with the Sponsor Covenant.

            (c) Opinions of Counsel for the Issuer, MDEH and certain Subsidiary
Guarantors. Each Purchaser shall have received an opinion or opinions, dated the
Initial Disbursement Date and addressed to such Purchaser, from (i) counsel to
the Issuer, (ii) counsel to MDEH and (iii) counsel to each of the Subsidiary
Guarantors (other than ETT Nevada), in each case in form and substance
satisfactory to such Purchaser.

            (d) Project Documents. Each of the Material Project Documents
relating to the Chicago District Energy Project shall have been duly executed
and delivered by the parties intended to be party thereto, shall be in full
force and effect and no material default shall exist thereunder and the
Collateral Agent shall have received copies of such Material Project Documents
certified by an Authorized Officer of the Issuer to be true, correct and
complete.

            (e) Financing Documents. Each of the Financing Documents required to
be entered into on or prior to the Initial Disbursement Date shall be in full
force and effect and the Collateral Agent shall have received copies of each
such Financing Document. In addition, the Collateral Agent shall have received
evidence satisfactory to each Purchaser that each of the Issuer, MDEH and the
Subsidiary Guarantors (other than ETT Nevada), as applicable, shall have taken
all actions (including, without limitation, the filing of the UCC-1 financing
statements in the appropriate jurisdictions and the making of all recordings and
filings set forth in Schedule 4.2(e) hereto or made arrangements acceptable to
such Purchaser for such recordings or filings) as may be necessary or
appropriate in order to create and perfect the security interests intended to be
created pursuant to the Security Documents entered into on or prior to the
Initial Disbursement Date as first priority Liens.

            (f) Mortgage; Title Insurance. The Collateral Agent shall have
obtained the following documents:

                  (i) evidence (in form and substance satisfactory to each
      Purchaser) that all easements and other rights-of-way necessary for the
      operation of the Chicago District Energy Project are in full force and
      effect;


                                                         NOTE PURCHASE AGREEMENT

                                      -11-


                  (ii) (A) a mortgagee policy of title insurance in ALTA form
      issued by the Title Insurance Company, insuring the validity and priority
      of the Liens created under each of the Subsidiary Mortgages entered into
      on the Initial Disbursement Date for and in amounts satisfactory to each
      Purchaser, subject only to such exceptions as are satisfactory to such
      Purchaser; (B) one or more title reports issued by the Title Insurance
      Company of the property interests covered by each such Subsidiary
      Mortgage, indicating only such exceptions as are satisfactory to each
      Purchaser; and (C) to the extent necessary under applicable law, for
      filing in the appropriate offices, Uniform Commercial Code financing
      statements covering fixtures included as collateral under any of the
      Security Documents entered into on or prior to the Initial Disbursement
      Date, in each case appropriately completed and, if applicable, duly
      executed; and

                  (iii) surveys of recent date of each of the facilities and
      real property covered by each Subsidiary Mortgage entered into on the
      Initial Disbursement Date, showing such matters as may be reasonably
      required by each Purchaser, which surveys shall be in form and content
      acceptable to such Purchaser.

            (g) Governmental Approvals. The Collateral Agent and special counsel
to the Purchasers shall have received originals (or copies certified by an
Authorized Officer of the Issuer to be true copies) of all Necessary
Governmental Approvals with respect to the Chicago District Energy Project.

            (h) Insurance. The Collateral Agent shall have received (x)
certified copies of the insurance policies required by Section 9.13 or
certificates of an acceptable insurance broker meeting the requirements of
Section 9.13, such certificates to be in form and substance satisfactory to each
Purchaser, (y) a report of the Independent Insurance Consultant, dated as of a
recent date, indicating (among other matters reviewed at the request of such
Purchaser) that the insurance required by Section 9.13 adequately protects the
interests of the Noteholders and that insurance complying with Section 9.13,
covering the risks referred to therein, has been obtained and is in full force
and effect and no event has occurred that permits any provider of such insurance
to cancel such insurance and (z) evidence that all premiums with respect to such
insurance policies that are due have been paid in full.

            (i) Independent Engineer's Report. The Collateral Agent shall have
received a certificate of the Independent Engineer, dated as of a recent date,
in form and substance satisfactory to each Purchaser, confirming the conclusions
contained in the Independent Engineer's Report.

            (j) Environmental Survey and Assessment. The Collateral Agent shall
have received an environmental survey and assessment prepared by a firm of
licensed engineers (familiar with the identification of toxic and hazardous
substances) in form and substance satisfactory to each Purchaser, such
environmental survey and assessment to be based upon physical on-site
inspections by such firm of the existing Project Sites and facilities relating
to the Chicago District Energy Project that are owned, operated or leased by the
Issuer or any of the


                                                         NOTE PURCHASE AGREEMENT

                                      -12-


Subsidiary Guarantors, as well as a historical review of the uses of such
Project Sites and facilities and of the business and operations of the Issuer
and each such Subsidiary Guarantor.

            (k) Rating. The Collateral Agent shall have received a confirmation
from Fitch that the Notes are rated "BBB-" or better after taking into account
the acquisition of the Chicago District Energy Project, in form and substance
satisfactory to each Purchaser.

            (l) Other Documents. The Collateral Agent shall have received such
other documents as each Purchaser shall have reasonably requested.

            (m) Acquisition Documents. The Collateral Agent (i) shall have
received and approved the terms of all agreements, documents and instruments
related to the acquisition by the Issuer of all assets and properties that
comprise or shall comprise the Chicago District Energy Project and (ii) shall
have received such other information and data regarding such acquisition as any
Purchaser may reasonably request.

            (n) Financial Statements. The Collateral Agent shall have received
copies of the audited financial statements of each of MDE Thermal, Northwind
Chicago and Northwind Midway as of December 31, 2003 (the "Audited Chicago
Financial Statements") and the pro forma unaudited consolidated financial
statements of the Issuer and the Owner Subsidiaries (after giving effect to the
acquisition of the Chicago District Energy Project) as of June 30, 2004 (the
"Pro Forma Chicago Financial Statements"), accompanied by (i) a certificate from
the Senior Financial Officer of the Issuer certifying that the Pro Forma Chicago
Financial Statements fairly present in all material respects what would be the
consolidated financial condition and results of operation of the Issuer and the
Owner Subsidiaries as of June 30, 2004 and (ii) a certificate from the Senior
Financial Officer of each Owner Subsidiary certifying that (x) the Audited
Chicago Financial Statements fairly present in all material respects the
financial condition and results of operation of such Owner Subsidiary as of
December 31, 2003 and (y) since December 31, 2003, there have not been any
material adverse changes in the assets, liabilities or financial position of
such Owner Subsidiary from those set forth in the Audited Chicago Financial
Statements.

            (o) Recordings. The Issuer shall have caused, on or prior to the
Initial Disbursement Date, all mortgages, financing statements and other
instruments covering all or any part of the Collateral that are on file in any
recording office (other than any of the foregoing filed in favor of the Secured
Parties or with respect to Permitted Liens) to be terminated, released and
reconveyed.

            (p) Guarantees. (i) The Collateral Agent shall have received in
respect of each Subsidiary Guarantor (other than ETT Nevada) a certificate, in
form and substance satisfactory to each Purchaser, signed by a director or an
appropriate officer of such Subsidiary Guarantor confirming that such Subsidiary
Guarantor is, and after giving effect to the Subsidiary Guarantor Security
Agreements will be, solvent and able to pay all of its debts as and when they
become due and payable and will not become insolvent because of it entering into
the Subsidiary Guarantor Security Agreements or the doing of any act for the
purpose of giving effect to the


                                                         NOTE PURCHASE AGREEMENT

                                      -13-


Subsidiary Guarantor Security Agreements; and (ii) the Collateral Agent shall
have received from MDEH a certificate signed by a director or an appropriate
officer of MDEH confirming that MDEH is, and after giving effect to the MDEH
Pledge Agreement will be, solvent and able to pay all of its debts as and when
they become due and payable and will not become insolvent because of it entering
into the MDEH Pledge Agreement or the doing of any act for the purpose of giving
effect to the MDEH Pledge Agreement.

            (q) Operating Budget. The Collateral Agent shall have received the
Operating Budget.

            (r) Base Case Forecast. The Collateral Agent shall have received (i)
a certificate of the Issuer, dated as of a recent date, in form and substance
satisfactory to each Purchaser, confirming that there has been no adverse change
to the Base Case Forecast delivered pursuant to Section 4.1(l) or (ii) an
updated Base Case Forecast, in form and substance reasonably satisfactory to
each Purchaser.

            Section 4.3 Conditions to Second Disbursement. Each Purchaser's
obligation to make the second Disbursement in accordance with Section 1.3 shall
be subject to the satisfaction or waiver of the following conditions (the date
of such satisfaction or waiver, the "Second Disbursement Date"):

            (a)   Documents.

                  (i) Each Purchaser shall have received such Purchaser's Las
      Vegas Note, duly executed and delivered by the Issuer.

                  (ii) The Collateral Agent shall have received each of the
      following documents (each of which shall be satisfactory to each
      Purchaser):

                  (A) The ETT Nevada Guaranty, duly executed and delivered by
            the intended parties thereto.

                  (B) The Accession Agreement of ETT Nevada, duly executed and
            delivered by the intended parties thereto.

                  (C) The Consents listed on Schedule 4.2 hereto.

            (b)     Certificates.

                  (i) Officer's Certificate. The Issuer shall have delivered to
      each Purchaser an Officer's Certificate, dated the Second Disbursement
      Date, pursuant to Section 4.4(d).

                  (ii) Secretary's Certificates. The Collateral Agent shall have
      received from each of the Issuer, MDEH and the Subsidiary Guarantors a
      certificate (which shall


                                                         NOTE PURCHASE AGREEMENT

                                      -14-


      be satisfactory to each Purchaser) as to the (w) veracity and completeness
      of the organizational documents of such party attached thereto, (x) the
      resolutions attached thereto and other corporate, partnership or limited
      liability company proceedings relating to the authorization, execution and
      delivery of the Financing Documents to which such party is a party, (y)
      such party's valid existence, good standing and qualification to engage in
      business in each jurisdiction where its ownership, lease or operation of
      properties or the conduct of its business requires such qualification,
      except to the extent that failure to do so could not reasonably be
      expected to have a Material Adverse Effect and (z) the identity, authority
      and capacity of each Person thereof authorized to act as an Authorized
      Officer in connection with the Financing Documents to which such party is
      a party.

            (c) Opinions of Counsel for the Issuer, MDEH and the Subsidiary
Guarantors. Each Purchaser shall have received an opinion or opinions, dated the
Second Disbursement Date and addressed to such Purchaser, from (i) counsel to
the Issuer, (ii) counsel to MDEH and (iii) counsel to each of the Subsidiary
Guarantors, in each case in form and substance satisfactory to such Purchaser.

            (d) Project Documents. Each of the Material Project Documents shall
have been duly executed and delivered by the parties intended to be party
thereto, shall be in full force and effect and no material default shall exist
thereunder and the Collateral Agent shall have received copies of such Material
Project Documents certified by an Authorized Officer of the Issuer to be true,
correct and complete.

            (e) Financing Documents. Each of the Financing Documents shall be in
full force and effect and the Collateral Agent shall have received copies of
each such Financing Document. In addition, the Collateral Agent shall have
received evidence satisfactory to each Purchaser that each of the Issuer, MDEH
and the Subsidiary Guarantors, as applicable, shall have taken all actions
(including, without limitation, the amending of Annex 4 to the Issuer Security
Agreement to include ETT Nevada, the filing of amended UCC-1 financing
statements in the appropriate jurisdictions to include the Northwind Aladdin
Notes, the filing of the UCC-1 financing statements in the appropriate
jurisdictions and the making of all recordings and filings set forth in Schedule
4.3(e) hereto or made arrangements acceptable to such Purchaser for such
recordings or filings) as may be necessary or appropriate in order to create and
perfect the security interests intended to be created pursuant to the Security
Documents as first priority Liens.

            (f)   Filings; Governmental Approvals.

                  (i) The Collateral Agent and special counsel to the Purchasers
      shall have received (A) a reasonably detailed Officer's Certificate from
      the Issuer, in form and content acceptable to the Purchasers, that the
      Issuer has filed for an exemption under PUHCA or (B) an opinion from
      counsel to the Issuer, which shall be satisfactory to each


                                                         NOTE PURCHASE AGREEMENT

                                      -15-


      Purchaser, that the Issuer qualifies for an exemption under PUHCA without
      having to make such a filing.

                  (ii) The Collateral Agent and special counsel to the
      Purchasers shall have received originals (or copies certified by an
      Authorized Officer of the Issuer to be true copies) of all Necessary
      Governmental Approvals.

            (g) Insurance. The Collateral Agent shall have received (x)
certified copies of the insurance policies required by Section 9.13 or
certificates of an acceptable insurance broker meeting the requirements of
Section 9.13, such certificates to be in form and substance satisfactory to each
Purchaser, (y) a report of the Independent Insurance Consultant, dated as of a
recent date, indicating (among other matters reviewed at the request of such
Purchaser) that the insurance required by Section 9.13 adequately protects the
interests of the Noteholders and that insurance complying with Section 9.13,
covering the risks referred to therein, has been obtained and is in full force
and effect and no event has occurred that permits any provider of such insurance
to cancel such insurance and (z) evidence that all premiums with respect to such
insurance policies that are due have been paid in full.

            (h) Independent Engineer's Report. The Collateral Agent shall have
received a certificate of the Independent Engineer, dated as of a recent date,
in form and substance satisfactory to each Purchaser, confirming the conclusions
contained in the Independent Engineer's Report.

            (i) Environmental Survey and Assessment. The Collateral Agent shall
have received a certificate from a firm of licensed engineers (familiar with the
identification of toxic and hazardous substances), dated as of a recent date, in
form and substance satisfactory to each Purchaser, confirming the conclusions
contained in the environmental survey and assessment required by Section 4.2(j).

            (j) The Collateral Agent shall have received a confirmation from
Fitch that the Notes are rated "BBB-" or better after taking into account the
acquisition of the Las Vegas District Energy Project, in form and substance
satisfactory to each Purchaser.

            (k) Other Documents. The Collateral Agent shall have received such
other documents as each Purchaser shall have reasonably requested.

            (l) Acquisition Documents. The Collateral Agent (i) shall have
received and approved the terms of all agreements, documents and instruments
related to the acquisition by the Issuer of all assets and properties that
comprise or shall comprise the Las Vegas District Energy Project (including any
assignment of the Las Vegas Stock Purchase Agreement to the Issuer or any of its
Subsidiaries or any amendments to the Las Vegas Stock Purchase Agreement, each
of which shall require the consent of each Purchaser) and (ii) shall have
received such other information and data regarding such acquisition as any
Purchaser may reasonably request.


                                                         NOTE PURCHASE AGREEMENT

                                      -16-


            (m) Financial Statements. The Collateral Agent shall have received
copies of the audited financial statements of Northwind Aladdin as of December
31, 2003 (the Audited Nevada Financial Statements") and the pro forma unaudited
consolidated financial statements of the Issuer, the Owner Subsidiaries and
Northwind Aladdin (after giving effect to the acquisitions of the District
Energy Projects) as of December 31, 2003 (the "Pro Forma Issuer Financial
Statements"), accompanied by (i) a certificate from the Senior Financial Officer
of the Issuer certifying that the Pro Forma Issuer Financial Statements fairly
present in all material respects what would be the consolidated financial
condition and results of operation of the Issuer and its Subsidiaries as of
December 31, 2003 and (ii) a certificate from the Senior Financial Officer of
Northwind Aladdin certifying that (x) the Audited Nevada Financial Statements
fairly present in all material respects the financial condition and results of
operation of Northwind Aladdin as of December 31, 2003 and (y) since December
31, 2003, there have not been any material adverse changes in the assets,
liabilities or financial position of Northwind Aladdin from those set forth in
the Audited Nevada Financial Statements.

            (n) Payment of Fees; Taxes. Without limiting the provisions of
Section 16.1, the Issuer shall have paid on or before the Second Disbursement
Date any costs, expenses, fees and other amounts due and owing to the Collateral
Agent or any Purchaser under the Financing Documents (including under Section
16.1), to the extent statements therefor are provided to the Issuer on or prior
to the Second Disbursement Date. In addition, all Taxes (other than state or
federal income taxes, if any, assessed on any Purchaser's income or revenues)
due in connection with (a) the preparation, execution, delivery, filing,
recordation, registration and notarization of the Notes and the other Financing
Documents and Material Project Documents or any document furnished under or in
connection with any thereof (including, without limitation, all transfer,
mortgage and documentary stamp taxes) and (b) the issuance and delivery of the
Notes to such Purchaser, shall have been paid in full by the Issuer and such
Purchaser shall have received evidence thereof reasonably satisfactory to it of
such payment.

            (o) Recordings. The Issuer shall have caused, on or prior to the
Second Disbursement Date, all mortgages, financing statements and other
instruments covering all or any part of the Collateral that are on file in any
recording office (other than any of the foregoing filed in favor of the Secured
Parties or with respect to Permitted Liens) to be terminated, released and
reconveyed.

            (p) Guarantees. The Collateral Agent shall have received in respect
of ETT Nevada a certificate, in form and substance satisfactory to each
Purchaser, signed by a director or an appropriate officer of such Subsidiary
Guarantor confirming that such Subsidiary Guarantor is, and after giving effect
to the Subsidiary Guarantor Security Agreements will be, solvent and able to pay
all of its debts as and when they become due and payable and will not become
insolvent because of it entering into the Subsidiary Guarantor Security
Agreements or the doing of any act for the purpose of giving effect to the
Subsidiary Guarantor Security Agreements.

            (q) Operating Budget. The Collateral Agent shall have received the
Operating Budget.


                                                         NOTE PURCHASE AGREEMENT

                                      -17-


            (r) Base Case Forecast. The Collateral Agent shall have received (i)
a certificate of the Issuer, dated as of a recent date, in form and substance
satisfactory to each Purchaser, confirming that there has been no adverse change
to the Base Case Forecast delivered pursuant to Section 4.1(l) or (ii) an
updated Base Case Forecast, in form and substance reasonably satisfactory to
each Purchaser.

            (s) Northwind Aladdin Notes and Related Documents. The Collateral
Agent shall have received (i) the Northwind Aladdin Notes registered in the name
of the Issuer and the Consent relating to the pledge of the Northwind Aladdin
Notes to the Collateral Agent for the benefit of the Noteholders and (ii) if ETT
Nevada and/or any of its Affiliates owns or has the right to control 100% of the
outstanding equity interests in Northwind Aladdin, a copy of the amendment to
the note purchase agreement relating to the Northwind Aladdin Notes changing the
references from Exelon to Macquarie District Energy Inc. and providing that a
default under the Notes constitutes a default under the Northwind Aladdin Notes,
duly executed and delivered by the intended parties thereto, which in each case,
shall be satisfactory to each Purchaser.

            (t) Updated Schedules. The Collateral Agent shall have received
updated schedules to this Agreement and to the Issuer Security Agreement, in
form and substance satisfactory to each Purchaser. Such updated schedules shall
supersede the schedules attached to this Agreement and to the Issuer Security
Agreement on the date of this Agreement for the purposes of the representations
and warranties being made on the Second Disbursement Date and this Agreement and
the Issuer Security Agreement shall automatically be deemed to be amended to
include such updated schedules without any further action by the parties hereto
or thereto.

            Section 4.4 Conditions to all Disbursements. Each Purchaser's
obligations under Section 1.3 shall be subject to the satisfaction or waiver of
the following conditions:

            (a) Representations and Warranties. The representations and
warranties made by (i) the Issuer in each Financing Document and Material
Project Document to which it is a party and (ii) MDEH and each Subsidiary
Guarantor in each Financing Document and Material Project Document to which such
party is a party shall be true and correct in all material respects with the
same force and effect as if made on and as of the date of such Disbursement (or,
if any such representation or warranty is expressly stated to have been made as
of a specific date, as of such specific date).

            (b) No Default; No Material Adverse Change. No Default or Event of
Default shall have occurred and be continuing or would result from such purchase
of Notes, and no material adverse change shall have occurred in the business,
operations, condition (financial or otherwise), liabilities or prospects of the
Issuer, the District Energy Projects, MDEH or any of the Subsidiary Guarantors,
taken as a whole, since the date of this Agreement.


                                                         NOTE PURCHASE AGREEMENT

                                      -18-


            (c)   Legality.

                  (i) On the Closing Date or the Second Disbursement Date, as
      applicable, the Notes to be purchased by each Purchaser shall be a legal
      investment for such Purchaser under the laws of each jurisdiction to which
      such Purchaser may be subject (without resort to any so-called basket
      provision of such laws, such as Section 1405(a)(8) of the New York
      Insurance Law), and the Collateral Agent shall have received such
      certificates or other evidence as each Purchaser may reasonably request
      demonstrating the legality of such purchase under such laws.

                  (ii) On the Closing Date or the Second Disbursement Date, as
      applicable, each Purchaser's purchase of Notes shall not subject such
      Purchaser to any tax, penalty or liability under or pursuant to any
      applicable law or regulation, which law or regulation was not in effect on
      the date hereof.

            (d)   Officer's Certificate.


                  (i) The Issuer shall have delivered to the Collateral Agent an
      Officer's Certificate, dated the Closing Date, the Initial Disbursement
      Date or the Second Disbursement Date, as applicable, certifying that the
      conditions specified in Sections 4.4(a) and (b) have been met.


                  (ii) MDEH and each Subsidiary Guarantor shall have delivered
      to the Collateral Agent an Officer's Certificate, dated the Closing Date,
      the Initial Disbursement Date or the Second Disbursement Date, as
      applicable, certifying that the conditions specified in Section 4.4(a)(ii)
      have been met.


      SECTION 5. REPRESENTATIONS AND WARRANTIES. The Issuer represents and
warrants to the Purchasers that, (after giving effect to the acquisition of the
relevant District Energy Project), as of the Closing Date, as of the Initial
Disbursement Date and as of the Second Disbursement Date, as applicable:

      Section 5.1.  Organization.

            Each of the Issuer and each of its Subsidiaries is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization and, except where the failure to do so could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in,
and is in good standing in, each jurisdiction where such qualification is
required.


                                                         NOTE PURCHASE AGREEMENT

                                      -19-


      Section 5.2.  Authorization; Enforceability; Execution and Delivery.

            The execution, delivery and performance of the Transaction Documents
to which the Issuer or any of its Subsidiaries is a party, the acquisition,
ownership and operation of the District Energy Projects and related assets and
the sale of energy and hot or chilled water therefrom: (i) are within the
Issuer's or such Subsidiary's corporate, partnership or limited liability
company powers (as applicable) and (ii) have been duly authorized by all
necessary corporate, partnership or limited liability company action (as
applicable) and, if required, by all necessary shareholder, partner or member or
other action.

            This Agreement and each other Transaction Document to which the
Issuer or any of its Subsidiaries is a party has been duly executed and
delivered by the Issuer and each of its Subsidiaries party thereto and
constitutes, and each of the other Transaction Documents to which the Issuer or
such Subsidiary will be a party, when executed and delivered by the Issuer or
such Subsidiary, will constitute, a legal, valid and binding obligation of such
Person, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.

      Section 5.3. No Breach of Laws and Contracts, Etc.; Nature of Business.

            (a) Except for consents and approvals already received and specified
on the attached Schedule 4.2 hereto, none of the execution and delivery of the
Transaction Documents to which the Issuer or any of its Subsidiaries is or is
intended to be a party, the consummation of the transactions contemplated in
this Agreement and in the Transaction Documents and compliance with the terms
and provisions of this Agreement and of the Transaction Documents will (i)
conflict with or result in a breach of, or require any consent under, (A) the
bylaws or partnership or limited liability company agreement or other
constitutive documents of the Issuer or such Subsidiary, (B) any applicable
existing Governmental Rule or Governmental Approval, the compliance or failure
to comply with which could reasonably be expected to have a Material Adverse
Effect, (C) any order, writ, injunction or decree of any existing Governmental
Authority, the compliance or failure to comply with which could reasonably be
expected to have a Material Adverse Effect, or (D) any other agreement or
instrument to which the Issuer or such Subsidiary is a party or by which it or
its Property is bound or to which it or its Property is subject, or constitute a
default or result in the acceleration of any obligation or loss of any right
under any such agreement or instrument, the compliance or failure to comply with
which could reasonably be expected to have a Material Adverse Effect or (ii)
result in or require the creation or imposition of any Lien upon any Property of
the Issuer or such Subsidiary pursuant to the terms of any indenture, mortgage,
deed of trust, loan, purchase or credit agreement, lease, corporate charter or
bylaws, or any other agreement or instrument to which the Issuer or any of its
Subsidiaries is bound or by which the Issuer or any such Subsidiary or any
Property of the Issuer or any such Subsidiary may be bound or affected other
than the Liens created by the Security Documents.


                                                         NOTE PURCHASE AGREEMENT

                                      -20-


            (b) The Issuer and each of its Subsidiaries is in compliance (i)
with all Governmental Rules, the failure to comply with which could reasonably
be expected to have a Material Adverse Effect and (ii) with all requirements of
all applicable Governmental Approvals, organizational documents and all terms
and provisions of all contracts and other instruments binding upon the Issuer,
such Subsidiary or any of their respective Properties, except where the failure
to comply with the same could not reasonably be expected to have a Material
Adverse Effect.

            (c) The Issuer has not engaged in any business other than the
ownership of its Subsidiaries and the activities related or incident thereto.
The Subsidiaries of the Issuer have not engaged in any business other than the
acquisition, ownership, operation and maintenance of their respective District
Energy Projects and/or the ownership of their Subsidiaries, if any.


      Section 5.4.  Rights; Governmental Approvals.

            (a) As of the Initial Disbursement Date, each Owner Subsidiary has
all rights and interests required for the Operation of the Chicago District
Energy Project, including without limitation all Governmental Approvals
described in Section 5.4(b) and (c) below and all rights to the use of land and
to the use of water necessary in connection with such Operation. As of the
Second Disbursement Date, Northwind Aladdin has all rights and interests
required for the Operation of the Las Vegas District Energy Project, including
without limitation all Governmental Approvals described in Section 5.4(b) and
(c) below and all rights to the use of land and to the use of water necessary in
connection with such Operation.

            (b) All Governmental Approvals necessary under applicable
Governmental Rules to be obtained by the Issuer or any of its Subsidiaries in
connection with (i) the due execution and delivery of, and performance by the
Issuer or such Subsidiary of its respective obligations, and the exercise of its
rights, under the Financing Documents and Material Project Documents to which it
is a party, (ii) the grant by the Issuer and each of its Subsidiaries of the
Liens purported to be created pursuant to the Security Documents to which it is
a party and the validity, enforceability and perfection thereof and the exercise
by the Collateral Agent of its rights and remedies thereunder; provided that the
exercise by the Collateral Agent of its rights and remedies with respect to the
Chicago District Energy Project shall be subject to the terms of the Chicago Use
Agreement, (iii) in the case of each Subsidiary Operating a District Energy
Project, the Operation of such District Energy Project as contemplated by the
relevant Project Documents and (iv) the ownership or lease of the Project Sites
(collectively, the "Necessary Governmental Approvals") are set forth in Schedule
5.4 hereto and have been duly obtained or made, were validly issued, are in full
force and effect, are final and not subject to appeal or renewal, are held in
the name of the Issuer or such Subsidiary and are free from conditions or
requirements the compliance with which could reasonably be expected to have a
Material Adverse Effect or which the Issuer does not reasonably expect it or the
applicable Subsidiary will be able to satisfy.


                                                         NOTE PURCHASE AGREEMENT

                                      -21-


            (c) There is no proceeding pending or, to the knowledge of the
Issuer, threatened against the Issuer or any of its Subsidiaries, which seeks to
rescind, terminate, suspend, modify or invalidate any Necessary Governmental
Approval.

            (d) Each District Energy Project and the Operation of such District
Energy Project in accordance with the Material Project Documents conforms to and
complies in all material respects with all covenants, conditions, restrictions
and reservations in the Necessary Governmental Approvals and the Material
Project Documents applicable thereto and all state and local zoning,
environmental, land use and other Governmental Rules applicable thereto.

            (e) The Collateral Agent has received a true and complete copy of
each Governmental Approval obtained by, or granted to, the Issuer or any of its
Subsidiaries on or prior to the date on which this representation and warranty
is made or deemed made.

            (f) To the best knowledge and belief of the Issuer, the Necessary
Governmental Approvals as to which a renewal has been filed will be issued to
the Issuer or the relevant Subsidiary in a timely manner and without adverse
modification.

      Section 5.5. Proceedings. Except as set forth in Schedule 5.5 hereto,
there are no actions, suits or proceedings at law or in equity or by or before
any Governmental Authority now pending against the Issuer or any of its
Subsidiaries or, to the best knowledge of the Issuer, threatened against or
affecting the Issuer or any of its Subsidiaries, any of their respective
Properties or any material provision of the Transaction Documents, which, if
adversely determined, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect.

      Section 5.6.  Financial Condition.

            (a) The Issuer has delivered to the Collateral Agent the Issuer
Financial Statements, the Audited Chicago Financial Statements, the Pro Forma
Chicago Financial Statements, the Audited Nevada Financial Statements or the Pro
Forma Issuer Financial Statements, as applicable, in each case, certified by an
Authorized Officer of the Issuer or an Authorized Officer of the relevant
Subsidiary, as applicable. The Issuer Financial Statements, the Audited Chicago
Financial Statements, the Pro Forma Chicago Financial Statements, the Audited
Nevada Financial Statements and the Pro Forma Issuer Financial Statements
present fairly, in all material respects, the financial position and results of
operations and cash flows of the Issuer and its Subsidiaries as of such dates
and for such periods in accordance with GAAP. There are no material liabilities,
contingent or otherwise, of the Issuer or its Subsidiaries as of such dates not
reflected in such financial statements or disclosed in the notes thereto. As of
December 31, 2003, the Subsidiaries of the Issuer had no contingent liabilities
that would have been shown in footnotes to the Audited Chicago Financial
Statements or the Audited Nevada Financial Statements.


                                                         NOTE PURCHASE AGREEMENT

                                      -22-


            (b) Since June 30, 2004, there have not been any material adverse
changes in the assets, liabilities or financial position of the Issuer from
those set forth in the Issuer Financial Statements.

            (c) As of the Initial Disbursement Date, since December 31, 2003,
there have not been any material adverse changes in the assets, liabilities or
financial position of the Subsidiaries of the Issuer from those set forth in the
Audited Chicago Financial Statements.

            (d) As of the Second Disbursement Date, since December 31, 2003,
there have not been any material adverse changes in the assets, liabilities or
financial position of the Subsidiaries of the Issuer from those set forth in the
Audited Nevada Financial Statements.

      Section 5.7.  Information; Disclosure.

            (a) The Issuer has disclosed to the Purchasers all agreements,
instruments and limited liability or corporate or other restrictions to which it
or any of its Subsidiaries is subject, and all other matters known to it, that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect.

            (b) The Issuer, through its agent, ABN AMRO Incorporated, has
delivered to each Purchaser a copy of a Private Placement Memorandum, dated
April 2004 (the "Memorandum"), relating to the transactions contemplated hereby.
The Memorandum fairly describes, in all material respects, the general nature of
the business and principal properties of the Issuer and its Subsidiaries. The
Memorandum, the documents, certificates or other writings provided to the
Purchasers by or on behalf of the Issuer in connection with the transactions
contemplated hereby and the Issuer Financial Statements, the Audited Chicago
Financial Statements, the Pro Forma Chicago Financial Statements, the Audited
Nevada Financial Statements and the Pro Forma Issuer Financial Statements, taken
as a whole, do not contain any untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein not misleading
in light of the circumstances under which they were made (or, in relation to
information identified as being supplied by third parties, is believed by the
Issuer to be so).

            (c) All projected financial information contained in the documents,
certificates, and other writings referred to in Section 5.7(a) was prepared in
good faith and the assumptions underlying such projected information are
reasonable as of the date of this Agreement and are based upon the Issuer's best
estimates based upon all information available to the Issuer at such time of the
expected operating results and financial condition of the Issuer and its
Subsidiaries.

            (d) There is no fact known to the Issuer that could reasonably be
expected to have a Material Adverse Effect that has not been set forth in this
Agreement or in the Memorandum or in other documents, certificates and other
writings provided to you by or on behalf of the Issuer specifically for use in
connection with the transactions contemplated hereby.


                                                         NOTE PURCHASE AGREEMENT

                                      -23-


      Section 5.8.  Taxes.

            (a) Each of the Issuer and its Subsidiaries has timely filed or
caused to be filed all income tax returns, and all other tax returns which are
required to be filed by it, and such returns were true, complete and correct,
and has paid or caused to be paid all taxes due pursuant to such returns or
pursuant to any assessment received by the Issuer or such Subsidiary, except
such taxes, if any, as are being contested in good faith and by proper
proceedings and as to which adequate reserves have been established in
accordance with GAAP.

            (b) Neither the Issuer nor any of its Subsidiaries is a party to any
action or proceeding by any Governmental Authority for the assessment or
collection of taxes, nor has any claim for assessment or collection of taxes
been asserted against it or its properties except such actions, proceedings or
claims as are being contested in good faith and by proper proceedings and as to
which adequate reserves have been established in accordance with GAAP.

            (c) The charges, accruals and reserves on the books of the Issuer
and its Subsidiaries in respect of Federal, state or other taxes for all fiscal
periods are adequate.

            (d) Assuming that neither the Noteholders nor the Collateral Agent
is for any reason otherwise subject to taxation in any jurisdiction in which any
of the District Energy Projects is located or in which the Issuer or any of its
Subsidiaries does business, no liability for any Tax directly or indirectly
imposed, assessed or collected by or for the account of any Governmental
Authority in any such jurisdiction will be incurred by any Noteholder or the
Collateral Agent solely as a result of the execution or delivery of this
Agreement, the Notes or any other Financing Document, the purchase or holding of
the Notes by any Noteholder or the granting or holding of the security interests
created (or purported to be created) under the Security Documents.

            Section 5.9. Margin Stock. Neither the Issuer nor its Subsidiaries
is engaged principally, or as one of its important activities, in the business
of extending credit for the purpose, whether immediate, incidental or ultimate,
of buying or carrying Margin Stock, and no part of the proceeds of the Notes
will be used to buy or carry any Margin Stock, or to refund indebtedness
originally incurred for those purposes.

      Section 5.10. Compliance with ERISA.

            (a) The Issuer and each ERISA Affiliate have operated and
administered each Plan in compliance with all applicable laws except for
instances of noncompliance as have not resulted in and could not reasonably be
expected to result in a Material Adverse Effect. Neither the Issuer nor any
ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or
the penalty or excise tax provisions of the Code relating to employee benefit
plans (as defined in Section 3 of ERISA), and no event, transaction or condition
has occurred or exists that could reasonably be expected to result in the
incurrence of any such liability by the Issuer or any ERISA Affiliate, or in the
imposition of any Lien on any of the rights, properties or assets of the


                                                         NOTE PURCHASE AGREEMENT

                                      -24-


Issuer or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA
or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of
the Code, other than such liabilities or Liens as would not individually or in
the aggregate be Material.

            (b) The present value of the aggregate benefit liabilities under
each of the Plans (other than Multiemployer Plans), determined as of the end of
such Plan's most recently ended plan year on the basis of the actuarial
assumptions specified for funding purposes in such Plan's most recent actuarial
valuation report, did not exceed the aggregate current value of the assets of
such Plan allocable to such benefit liabilities. The term "benefit liabilities"
has the meaning specified in section 4001 of ERISA and the terms "current value"
and "present value" have the meaning specified in section 3 of ERISA.

            (c) The Issuer and its ERISA Affiliates have not incurred withdrawal
liabilities (and are not subject to contingent withdrawal liabilities) under
section 4201 or 4204 of ERISA in respect of Multiemployer Plans that
individually or in the aggregate are Material.

            (d) The expected postretirement benefit obligation (determined as of
the last day of the Issuer's most recently ended fiscal year in accordance with
Financial Accounting Standards Board Statement No. 106, without regard to
liabilities attributable to continuation coverage mandated by section 4980B of
the Code) of the Issuer and its Subsidiaries is not Material.

            (e) The execution and delivery of this Agreement and the issuance
and sale of the Notes hereunder will not involve any transaction that is subject
to the prohibitions of section 406 of ERISA or in connection with which a tax
could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The
representation by the Issuer in the first sentence of this Section 5.10(e) is
made in reliance upon and subject to the accuracy of the Purchasers'
representation in Section 6.2 as to the sources of the funds used to pay the
purchase price of the Notes to be purchased by such Purchaser.

      Section 5.11. Status Under Certain Statutes.

            (a) Utility Regulation.

                  (i) Sierra Pacific has filed for an exemption under Section
      3(a)(2) of PUHCA and such exemption is currently in effect.

                  (ii) None of the Issuer nor any of its Subsidiaries is subject
      to regulation as a "holding company", or an "affiliate" of a "holding
      company" or a "subsidiary company" of a "holding company", within the
      meaning of PUHCA nor subject to regulation under PUHCA except pursuant to
      Section 9(a)(2) of PUHCA. None of the Issuer, any of its Subsidiaries, nor
      any of the Secured Parties is or will be, solely as a result of (x) the
      participation by such parties individually or as a group in the ownership
      of any of the Issuer or any of its Subsidiaries (including, with respect
      to the Secured Parties, as a result of exercising remedies under the
      Financing Documents) or (y) the use


                                                         NOTE PURCHASE AGREEMENT

                                      -25-


      or operation or ownership of each District Energy Project and sale of
      energy, or hot or chilled water therefrom or (z) the execution, delivery
      or performance of this Agreement or the other Financing Documents, subject
      to regulation as a "public-utility company," an "electric utility
      company," a "public utility," an "electric utility," a "holding company"
      or a "subsidiary company" or an "affiliate" of any of the foregoing, under
      PUHCA or subject to regulation under the applicable Governmental Rules of
      any state respecting the rates of utilities (including, without
      limitation, electric utilities, gas utilities and water utilities) or the
      financial and organizational regulation of utilities (including, without
      limitation, electric utilities, gas utilities and water utilities).

                  (iii) Without limiting the foregoing, the Issuer, ETT Nevada
      and Northwind Aladdin may be subject to regulation as a "public utility"
      or a "holding company" under the law of the State of Nevada, however, none
      of the Issuer, ETT Nevada or Northwind Aladdin are currently being
      regulated as such under the law of the State of Nevada. None of the
      Secured Parties is or will be, solely as a result of purchasing and
      holding the Notes as contemplated in this Agreement, subject to regulation
      as a "public-utility company," an "electric utility company," a "public
      utility," an "electric utility," a "holding company" or a "subsidiary
      company" or an "affiliate" of any of the foregoing, under PUHCA or subject
      to regulation under the applicable Governmental Rules of any state
      respecting the rates of utilities (including, without limitation, electric
      utilities, gas utilities and water utilities) or the financial and
      organizational regulation of utilities (including, without limitation,
      electric utilities, gas utilities and water utilities).

            (b) Investment Company Act. None of the Issuer or any of its
Subsidiaries is an "investment company", or a person directly or indirectly
"controlled" by or acting on behalf of an "investment company", within the
meaning of the Investment Company Act of 1940.

            (c) (i) Except to the extent any violation would be due solely to
the identity or nationality of one or more parties hereto other than MDEH, the
Issuer or any of its Subsidiaries, none of the transactions contemplated hereby
will violate (w) the United States Trading with the Enemy Act, as amended, (x)
any of the foreign assets control regulations of the United States Treasury
Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling
legislation or executive order relating thereto (as amended, the "Department of
Treasury Rule"), (y) Executive Order No. 13,224, 66 Fed Reg 49,079 (2001),
issued by the President of the United States (Executive Order Blocking Property
and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or
Support Terrorism) (as amended, the "Terrorism Order")) or (z) the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, Public Law 107-56 (October 26,
2001), as amended; (ii) none of the Issuer or any of its Subsidiaries nor any of
its or their Affiliates is a "blocked person" as described in Section 1 of the
Terrorism Order or a Person described in the Department of the Treasury Rule;
and (iii) none of the Issuer or any of its Subsidiaries knowingly engages in any
dealings or transactions, or is otherwise associated, with any such blocked
person or any such Person.


                                                         NOTE PURCHASE AGREEMENT

                                      -26-


      Section 5.12. Collateral.

            (a) Each of the Issuer and its Subsidiaries has good and marketable
title to, or valid leasehold interests in, all its real and personal property
material to its business, free and clear of any Liens except Permitted Liens.

            (b) No portion of the Chicago District Energy Project, other than
the portion of the Chicago District Energy Project used to serve the premises at
600 W. Chicago (the "600 W. Chicago Premises"), is (i) located within the 600 W.
Chicago Premises, or (ii) dependent for its access on access to the 600 W.
Chicago Premises. The equipment located at the 600 W. Chicago Premises is the
property of MDE Thermal, is used solely for purposes of delivering chilled water
services to the 600 W. Chicago Premises pursuant to the Chilled Water Service
Agreement dated as of February 26, 2001 by and between MDE Thermal and Eport
600, L.L.C. ("Eport"), as amended, and the failure or loss of such equipment
will not materially affect the ability of MDE Thermal to service the customers
of the Chicago District Energy Project other than Eport. The ability of MDE
Thermal to service the customers of the Chicago District Energy Project other
than Eport is not dependent on any rights of ingress or egress to the 600 W.
Chicago Premises.

            (c) Each of the Issuer and its Subsidiaries possesses all necessary
easements and other rights-of-way necessary for the Operation of the District
Energy Project operated by it and there are no materials, supplies or equipment
necessary for such Operation that are not available or expected to be available
at the relevant Project Site on commercially reasonable terms consistent with
the current Operating Budget.

            (d) The provisions of the Security Documents are effective to
create, in favor of the Collateral Agent on behalf of the Secured Parties,
legal, valid and enforceable Liens on or in all of the Collateral intended to be
covered thereby, and all necessary recordings and filings have been made in all
necessary public offices and all other necessary and appropriate action has been
taken so that the Liens created by each Security Document constitute perfected
Liens on or in the Collateral intended to be covered thereby, prior and superior
to all other Liens other than Permitted Liens, and all necessary consents to the
creation, effectiveness, priority and perfection of each such Lien have been
obtained. The Purchasers acknowledge that their rights under the Security
Documents, insofar as they relate to the Chicago District Energy Project, are
subject to the terms and provisions of the Chicago Use Agreement.

            (e) No mortgage or financing statement or other instrument or
recordation covering all or any part of the Collateral is on file in any
recording office, except such as may have been filed in favor of the Secured
Parties or in respect of Permitted Liens.

      Section 5.13. Environmental Matters.

            (a) Except as set forth in Schedule 5.13 hereto, each of the Issuer
and its Subsidiaries has complied and is now complying in all respects with all
Environmental Laws


                                                         NOTE PURCHASE AGREEMENT

                                      -27-


applicable to the District Energy Project Operated by it and the requirements
and conditions of any Governmental Approvals issued under such Environmental
Laws relating to such District Energy Project, except to the extent that failure
to so comply could not reasonably be expected to have a Material Adverse Effect.
The Base Case Forecast takes into account all capital expenditures and operating
costs that are reasonably anticipated to be necessary for the District Energy
Projects to be Operated in compliance with such Governmental Approvals and
applicable Environmental Laws as now in effect.

            (b) There are no facts, circumstances, conditions or occurrences
regarding any of the District Energy Projects that could reasonably be expected
to give rise to any Environmental Claims that could reasonably be expected to
have a Material Adverse Effect. The Issuer has not received any notice of any
Environmental Claim against any District Energy Project, the Issuer or any of
its Subsidiaries that, either alone or together with all other such
Environmental Claims, could reasonably be expected to have a Material Adverse
Effect.

            (c) Except as set forth in Schedule 5.13 hereto, the Issuer and its
Subsidiaries have obtained all Governmental Approvals required under
Environmental Laws to Operate each of the District Energy Projects and each such
Governmental Approval is in full force and effect.

            (d) There are no past, pending or, to the knowledge of the Issuer,
threatened Environmental Claims against the Issuer, any of its Subsidiaries or
the District Energy Projects that individually or in the aggregate could
reasonably be expected to have a Material Adverse Effect.

            (e) None of the Issuer, any of its Subsidiaries or, to the Issuer's
best knowledge, any other Person has Released Hazardous Materials on any portion
of a Project Site other than in a manner complying in all material respects with
all applicable Environmental Laws and that could not give rise to any material
liability under Environmental Laws.

            (f) True and complete copies of all environmental studies in the
possession or reasonable control of the Issuer are listed on Schedule 5.13 and
have been delivered to the Purchasers.

            (g) Each of the Issuer and each Owner Subsidiary has obtained and
reviewed copies of the environmental reports identified on Schedule 5.13 and has
performed all recommended additional investigations, remediation and follow-up
as it has deemed necessary or warranted under the circumstances.

            (h) To the best of the Issuer's knowledge, none of the Issuer nor
any Owner Subsidiary has given a release or waiver of material liability that
would waive or impair any material claim based on any Environmental Activity to
a previous owner of the District Energy Projects or the Project Sites or to any
party who may be potentially responsible for such District Energy Projects or
Project Sites; and none of the Issuer nor any Owner Subsidiary has made any
promises of indemnification regarding any Environmental Activity to any parties
other than Secured Parties pursuant to the Financing Documents and the Loan
Documents; and none of the


                                                         NOTE PURCHASE AGREEMENT

                                      -28-


Issuer nor any Owner Subsidiary has any known material liability to any parties
other than Secured Parties pursuant to the Financing Documents and the Loan
Documents in connection with any Environmental Activity.

            (i) Except as set forth in Schedule 5.13 attached hereto, the use of
any of the District Energy Projects or the Project Sites for their intended
purpose will not result in any Environmental Activity in material violation of
any applicable Environmental Laws.

      Section 5.14. Ownership, Etc.

            (a) As of the Closing Date and as of the Initial Disbursement Date,
the Issuer has no Subsidiaries other than the Subsidiary Guarantors (other than
ETT Nevada).

            (b) As of the Second Disbursement Date, the Issuer has no
Subsidiaries other than the Subsidiary Guarantors and Northwind Aladdin.

            (c) As of the Initial Disbursement Date and the Second Disbursement
Date, the allocation of the equity interests in each of the Issuer and its
Subsidiaries is as set forth in Schedule 5.14 hereto. All of the outstanding
shares or capital stock or similar equity interests of each Subsidiary have been
validly issued, are fully paid and, if applicable, nonassessable and are owned
by the Issuer or another Subsidiary free and clear of any Lien (other than
Permitted Liens). None of the Issuer's Subsidiaries is a party to, or otherwise
subject to any legal restriction or any agreement (other than this Agreement and
customary limitations imposed by corporate law statutes) restricting the ability
of such Subsidiary to pay dividends out of profits or make any other similar
distributions of profits to the Issuer or any of its Subsidiaries that owns
outstanding shares of capital stock or similar equity interests of such
Subsidiary.

      Section 5.15. Place of Business. The chief executive offices and the
principal places of business of the Issuer and each of its Subsidiaries are as
set forth in Schedule 5.15. The Issuer shall at all times maintain an office in
the City of New York, New York.

      Section 5.16. No Default.

            (a) Except as set forth in Schedule 5.16, neither the Issuer nor, to
the best of the Issuer's knowledge, any other Project Party, is in default under
or with respect to any Financing Document or Material Project Document to which
such Person is a party or by which it or its properties may be bound. No Event
of Default or other default under any Financing Document or Material Project
Document has occurred and is continuing nor has a waiver of any default under
any Financing Document or Material Project Document been granted by any party
thereto.

            (b) Neither the Issuer nor any of its Subsidiaries is in default
under any term of any agreement or instrument to which it is a party or by which
it is bound, or any order, judgment, decree or ruling of any court, arbitrator
or Governmental Authority, which default, individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect.


                                                         NOTE PURCHASE AGREEMENT

                                      -29-


      Section 5.17. Project Documents.


            (a) The Purchasers have received a true and complete copy of each
Material Project Document as in effect on the Closing Date (including all
exhibits, schedules and disclosure letters referred to therein or delivered
pursuant thereto, if any). Except as permitted from time to time pursuant to
Section 9.3, none of the Material Project Documents has been amended,
supplemented, modified or terminated and all of the Material Project Documents
are in full force and effect and enforceable against the parties thereto. The
Project Documents include all agreements relating to the District Energy
Projects, and neither the Issuer nor any of its Subsidiaries is a party to any
agreement or instrument that is not a Financing Document or a Project Document
(other than (i) the mandate letter between the Issuer and Macquarie Securities
(USA) Inc., (ii) the Chicago Stock Purchase Agreement, (iii) the Las Vegas Stock
Purchase Agreement, (iv) the Loan Documents and (v) the note purchase agreement
and other documents relating to the Northwind Aladdin Notes).

            (b) There are no licenses, trademarks, patents, trade names, service
names, copyrights, technology, services, materials, equipment or rights required
for the Operation of the District Energy Projects other than those granted by,
or to be provided to the relevant Subsidiary pursuant to, the Project Documents.

            (c) Each Subsidiary Operating a District Energy Project has all
utilities and means of access and transportation necessary for the Operation of
such District Energy Project.

            (d) Except as set forth in Schedule 5.16, the Issuer has no
knowledge (after due inquiry of its Subsidiaries) of any event that could result
in a warranty claim or in a claim by a third party that it is entitled to
suspend or defer performance under any Material Project Document. The Issuer has
no knowledge (after due inquiry of its Subsidiaries) of any event, condition or
circumstance that could reasonably be expected to result in any warranty or
similar claim, or a claim by any Project Party that it is entitled to suspend or
defer the performance of its obligations, under any Material Project Document.

            Section 5.18. Patents; Trademarks; Licenses. Each of the
Subsidiaries Operating a District Energy Project owns, or is licensed or
otherwise has the lawful right to use all patents, trademarks, copyrights and
other such rights, free from burdensome restrictions, that are necessary for the
Operation of such District Energy Project.

            Section 5.19. Private Offering. Neither the Issuer nor any other
Person acting on behalf of the Issuer has offered the Notes or any similar
securities for sale to, or solicited any offer to buy any of the same from, or
otherwise approached or negotiated in respect thereof with, any Person other
than the Purchasers and not more than 7 other institutional investors, each of
which has been offered the Notes at a private sale for investment. Neither the
Issuer nor anyone acting on behalf of the Issuer has taken, or will take, any
action which would subject the issuance


                                                         NOTE PURCHASE AGREEMENT

                                      -30-


or sale of the Notes to Section 5 of the Securities Act, or otherwise require
the registration, filing or qualification of the Notes under any applicable laws
of the United States of America.

      Section 5.20. Base Case Forecast.

            (a) The Base Case Forecast was prepared in good faith and the
assumptions on the basis of which such projections were made are reasonable as
of the Closing Date and are consistent with the existing Project Documents. The
parties acknowledge and agree that such projections are not guaranteed and there
is no warranty that the projected results will actually be achieved.

            (b) The Base Case Forecast was prepared in good faith and the
assumptions on the basis of which projections were made in the Base Case
Forecast are reasonable as of the Initial Disbursement Date and are consistent
with the existing Project Documents.

            (c) The Base Case Forecast was prepared in good faith and the
assumptions on the basis of which projections were made in the Base Case
Forecast are reasonable as of the Second Disbursement Date and are consistent
with the existing Project Documents.

      Section 5.21. Ranking. All liabilities of the Issuer under the Notes
constitute direct, unconditional and general obligations of the Issuer and rank
in right of payment either pari passu or senior to all other Indebtedness of the
Issuer.

      Section 5.22. Representations of Guarantors. The representations and
warranties of MDEH contained in the MDEH Pledge Agreement and the
representations and warranties of each Subsidiary Guarantor contained in the
Subsidiary Guarantor Security Agreement of such Subsidiary Guarantor are true
and correct as of the date they are made and will be true and correct on each of
the Initial Disbursement Date and the Second Disbursement Date (after giving
effect to the acquisition of the relevant District Energy Project).


                                                         NOTE PURCHASE AGREEMENT


                                      -31-


            SECTION 6. REPRESENTATIONS OF THE PURCHASER.

            Section 6.1. Purchase for Investment. Each Purchaser represents that
such Purchaser is purchasing its Notes for investment for its own account or for
one or more separate accounts maintained by such Purchaser and not with a view
to the sale or distribution thereof or the granting of any participation
therein, provided that the disposition of its or their property at all times
shall be within its or their control.

            Each Purchaser represents that it is an institutional "accredited
investor" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D of the
Securities Act. Each Purchaser understands that (i) the Notes have not been
registered under the Securities Act or any state securities laws and may be
resold only if registered pursuant to the provisions of the Securities Act or if
an exemption for registration is available, except under circumstances where
neither such registration nor such an exemption is required by law, and (ii) the
Issuer is not required to register the Notes.

            Section 6.2. Source of Funds. Each Purchaser represents that at
least one of the following statements is an accurate representation as to each
source of funds (a "Source") to be used by such Purchaser to pay the purchase
price of the Notes to be purchased by such Purchaser:

            (a) the Source is an "insurance company general account" (as the
term is defined in Prohibited Transaction Exemption ("PTE") 95-60 (issued July
12, 1995)) in respect of which the reserves and liabilities (as defined by the
annual statement for life insurance companies approved by the National
Association of Insurance Commissioners (the "NAIC Annual Statement")) for the
general account contract(s) held by or on behalf of any employee benefit plan
together with the amount of the reserves and liabilities for the general account
contract(s) held by or on behalf of any other employee benefit plans maintained
by the same employer (or affiliate thereof as defined in PTE 95-60) or by the
same employee organization in the general account do not exceed 10% of the total
reserves and liabilities of the general account (exclusive of separate account
liabilities) plus surplus as set forth in the NAIC Annual Statement filed with
such Purchaser's state of domicile; or

            (b) the Source is a separate account that is maintained solely in
connection with such Purchaser's fixed contractual obligations under which the
amounts payable, or credited, to any employee benefit plan (or its related
trust) that has any interest in such separate account (or to any participant or
beneficiary of such plan (including any annuitant)) are not affected in any
manner by the investment performance of the separate account; or

            (c) the Source is either (i) an insurance company pooled separate
account, within the meaning of PTE 90-1 (issued January 29, 1990), or (ii) a
bank collective investment fund, within the meaning of the PTE 91-38 (issued
July 12, 1991) and, except as disclosed by such Purchaser to the Issuer in
writing pursuant to this paragraph (c), no employee benefit plan or group of
plans maintained by the same employer or employee organization beneficially owns


                                                         NOTE PURCHASE AGREEMENT

                                      -32-


more than 10% of all assets allocated to such pooled separate account or
collective investment fund; or

            (d) the Source constitutes assets of an "investment fund" (within
the meaning of Part V of the QPAM Exemption) managed by a "qualified
professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM
Exemption), no employee benefit plan's assets that are included in such
investment fund, when combined with the assets of all other employee benefit
plans established or maintained by the same employer or by an affiliate (within
the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the
same employee organization and managed by such QPAM, exceed 20% of the total
client assets managed by such QPAM, the conditions of Part I(c) and (g) of the
QPAM Exemption are satisfied, neither the QPAM nor a person controlling or
controlled by the QPAM (applying the definition of "control" in Section V(e) of
the QPAM Exemption) owns a 5% or more interest in the Issuer and (i) the
identity of such QPAM and (ii) the names of all employee benefit plans whose
assets are included in such investment fund have been disclosed to the Issuer in
writing pursuant to this paragraph (d); or

            (e) the Source constitutes assets of a "plan(s)" (within the meaning
of Section IV of PTE 96-23 (issued April 10, 1996) (the "INHAM Exemption"))
managed by an "in-house asset manager" or "INHAM" (within the meaning of Part IV
of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM
Exemption are satisfied, neither the INHAM nor a person controlling or
controlled by the INHAM (applying the definition of "control" in Section IV(h)
of the INHAM Exemption) owns a 5% or more interest in the Issuer and (i) the
identity of such INHAM and (ii) the name(s) of the employee benefit plan(s)
whose assets constitute the Source have been disclosed to the Issuer in writing
pursuant to this paragraph (e); or

            (f) the Source is a governmental plan; or

            (g) the Source is one or more employee benefit plans, or a separate
account or trust fund comprised of one or more employee benefit plans, each of
which has been identified to the Issuer in writing pursuant to this paragraph
(g); or

            (h) the Source does not include assets of any employee benefit plan,
other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms "EMPLOYEE BENEFIT PLAN", "GOVERNMENTAL
PLAN", "PARTY IN INTEREST" and "SEPARATE ACCOUNT" shall have the respective
meanings assigned to such terms in Section 3 of ERISA.

            Section 6.3.  Purchaser Not a Utility. Each Purchaser represents and
warrants that it is not a person primarily engaged in the generation or sale of
electric power, an "electric utility," a "public utility holding company," a
wholly or partially owned "subsidiary of an electric utility," or a wholly or
partially owned


                                                         NOTE PURCHASE AGREEMENT

                                      -33-


"subsidiary of a public utility holding company" within the meaning of Part 292
of Title 18 of the Code of Federal Regulations.

            SECTION 7. DELIVERY OF FINANCIAL STATEMENTS, OPERATING BUDGET AND
OTHER INFORMATION.

            The Issuer shall furnish to the Collateral Agent:

            (a) (i) unless the fiscal year of the Issuer and the fiscal year of
      its Subsidiaries are the same, within 90 days after the end of each fiscal
      year of the Issuer and within 90 days after the end of each fiscal year of
      each Subsidiary of the Issuer, as applicable, copies of (A) the audited
      consolidated financial statements of the Issuer as of the end of such
      fiscal year of the Issuer, (B) the audited consolidated financial
      statements of such Subsidiary as of the end of such fiscal year of such
      Subsidiary and (C) the unaudited consolidated financial statements of the
      Issuer and its Subsidiaries as of the end of each fiscal year of the
      Issuer, in each case, prepared in accordance with GAAP and accompanied by
      a certificate from the Senior Financial Officer of the Issuer certifying
      that (1) such financial statements fairly present in all material respects
      the financial condition and results of operation of the Issuer and its
      Subsidiaries, as applicable, and (2) such financial condition and results
      of operations of the Issuer and its Subsidiaries have been included in the
      annual audited consolidated financial statements for Macquarie for the
      same such fiscal year; provided that if the Issuer and its Subsidiaries
      are no longer direct or indirect Subsidiaries of Macquarie, then audited
      consolidated financial statements as described in this Section 7(a),
      within the same time period as set forth above, shall be delivered to the
      Collateral Agent by the Issuer, accompanied by an opinion thereon of
      independent certified public accountants of recognized national standing
      to the effect that such financial statements fairly present in all
      material respects the financial condition and results of operation of each
      of the Issuer and its Subsidiaries and have been prepared in conformity
      with GAAP, and that the examination of such accountants in connection with
      such financial statements has been made in accordance with generally
      accepted auditing standards, and that such audit provides a reasonable
      basis for such opinion in the circumstances;

                  (ii) if the fiscal year of the Issuer and the fiscal year of
      its Subsidiaries are the same, within 90 days after the end of each fiscal
      year of the Issuer, copies of the audited consolidated financial
      statements of the Issuer and its Subsidiaries as of the end of such fiscal
      year and stating in comparative form the respective audited figures as of
      the end of and for the previous fiscal year, if available, prepared in
      accordance with GAAP and accompanied by a certificate from the Senior
      Financial Officer of the Issuer certifying that such financial statements
      fairly present in all material respects the financial condition and
      results of operation of each of the Issuer and its Subsidiaries;

            (b) within 45 days after the end of each fiscal quarter of the
Issuer, copies of the unaudited consolidated financial statements of the Issuer
and its Subsidiaries as of the end of


                                                         NOTE PURCHASE AGREEMENT

                                      -34-


such quarter, prepared in accordance with GAAP and stating in comparative form
the respective figures for the corresponding period in the previous fiscal year,
certified by a Senior Financial Officer of the Issuer to fairly present in all
material respects the information contained therein;

            (c) concurrently with the financial statements furnished pursuant to
subsections (a) and (b) above, an Officer's Certificate duly executed by the
Senior Financial Officer of the Issuer (i) setting forth the information
(including detailed calculations) required to establish whether the Issuer was
in compliance with the requirements of Section 9.17 during the quarterly or
annual period covered by the statements then being furnished and (ii) stating
that based upon such examination or investigation and review of this Agreement
as in the opinion of the signer is necessary to enable the signer to express an
informed opinion with respect thereto, no Default or Event of Default has
occurred during the period covered by the financial statements being furnished
at such time or, if any Default or Event of Default shall have occurred during
such period, specifying all such Defaults and Events of Default, and the nature
and period of existence thereof, and what action the Issuer has taken, is taking
or proposes to take with respect thereto;

            (d) by June 30 of each calendar year, evidence satisfactory to each
Noteholder that the Notes are rated by a Rating Agency;

            (e) by December 1 of each calendar year, the Operating Budget for
the upcoming budget year;

            (f) by December 31 of each calendar year, a certificate from the
Independent Engineer confirming the projected Debt Service Coverage Ratio for
the Rolling Fiscal Period ending on the date that is one year from such December
31 and confirming that the financial and operational assumptions used in
determining such projected Debt Service Coverage Ratio are reasonable and
consistent with Prudent Operating Practices;

            (g) promptly after the Issuer becomes aware of the existence of a
Default or an Event of Default and in any event within three Business Days
thereof, a certificate duly executed by the Issuer specifying the nature and
period of existence thereof and what action the Issuer has taken, is taking or
proposes to take with respect thereto;

            (h) promptly after receipt thereof, copies of any notice or other
written communication from any Rating Agency then rating the Notes informing the
Issuer of a change in the rating of the Notes or informing the Issuer that such
Rating Agency is placing the Issuer on creditwatch;

            (i) promptly, and in any event within 30 days after the Issuer or
any of its Subsidiaries becomes aware of any of the following, a certificate
duly executed by the Issuer or the relevant Subsidiary specifying the nature and
period of existence thereof and what action the Issuer or the relevant
Subsidiary has taken, is taking or proposes to take with respect thereto:


                                                         NOTE PURCHASE AGREEMENT

                                      -35-


                  (i) with respect to any Plan, any reportable event, as defined
      in section 4043(c) of ERISA and the regulations thereunder, for which
      notice thereof has not been waived pursuant to such regulations as in
      effect on the date hereof; or

                  (ii) the taking by the PBGC of steps to institute, or the
      threatening by the PBGC of the institution of, proceedings under section
      4042 of ERISA for the termination of, or the appointment of a trustee to
      administer, any Plan, or the receipt by the Issuer or any ERISA Affiliate
      of a notice from a Multiemployer Plan that such action has been taken by
      the PBGC with respect to such Multiemployer Plan; or

                  (iii) any event, transaction or condition that could result in
      the incurrence of any liability by the Issuer or any ERISA Affiliate
      pursuant to Title I or IV of ERISA or the penalty or excise tax provisions
      of the Code relating to employee benefit plans, or in the imposition of
      any Lien on any of the rights, properties or assets of the Issuer or any
      ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or
      excise tax provisions, if such liability or Lien, taken together with any
      other such liabilities or Liens then existing, could reasonably be
      expected to have a Material Adverse Effect;

            (j) promptly, and in any event within 30 days of receipt thereof,
copies of any notice to the Issuer or any of its Subsidiaries from any
Governmental Authority relating to any Order or Governmental Rule that could
reasonably be expected to have a Material Adverse Effect, accompanied by a
written statement from the Issuer or the relevant Subsidiary indicating what
action the Issuer or the relevant Subsidiary is taking or proposes to take with
respect to such notice;

            (k) promptly after the Issuer becomes aware of any Material
Proceeding pending or threatened against or affecting the Issuer, any of its
Subsidiaries or any of the Collateral (including any arbitration proceeding), a
certificate duly executed by the Issuer specifying the nature thereof and what
action the Issuer or the relevant Subsidiary has taken, is taking or proposes to
take with respect thereto;

            (l) promptly after the Issuer becomes aware of any event or
circumstance that could reasonably be expected to have a Material Adverse
Effect, a certificate duly executed by the Issuer specifying the nature thereof
and what action the Issuer or the relevant Subsidiary has taken, is taking or
proposes to take with respect thereto;

            (m) promptly after the Issuer becomes aware of a failure by Sierra
Pacific to have or maintain its exemption under Section 3(a)(2) of PUHCA,
written notice of such failure; and

            (n) with reasonable promptness, such other data and information
relating to the business, operations, affairs, financial condition, assets or
properties of the Issuer or any of its Subsidiaries or relating to the ability
of the Issuer or any of its Subsidiaries to perform their


                                                         NOTE PURCHASE AGREEMENT

                                      -36-


respective obligations under the Transaction Documents to which it is a party,
as from time to time may be reasonably requested by any Noteholder.

            SECTION 8. INSPECTION OF PROPERTIES AND BOOKS. The Collateral Agent,
or any of its representatives, shall have the right upon reasonable advance
notice and at the direction and expense of the Noteholders (except as set forth
in the immediately succeeding sentence), to visit and inspect the District
Energy Projects and any of the properties of the Issuer and its Subsidiaries, to
review and inspect any documents received by the Issuer or any of its
Subsidiaries from any of the other Project Parties pursuant to the Project
Documents, to examine the books of account and records (including operating
logs) of the Issuer and any of its Subsidiaries, to make or be provided with
copies of the foregoing, and to discuss the affairs, finances and accounts of
the Issuer or any of its Subsidiaries with the Issuer's or such Subsidiary's
officers, employees and independent public accountants, all at such reasonable
times and intervals and to such reasonable extent under the circumstances as the
Collateral Agent may request. Notwithstanding the foregoing, the Issuer agrees
to pay all reasonable out-of-pocket expenses incurred by the Collateral Agent
(or any representative thereof) or any Noteholder in connection with the
exercise of rights pursuant to this Section 8 at any time when a Default or an
Event of Default has occurred and is continuing.

      SECTION 9. COVENANTS. The Issuer covenants and agrees that so long as any
Note or any obligation of the Issuer under this Agreement or any other Financing
Document shall be outstanding:

      Section 9.1. Books and Records; Fiscal Year; Corporate Existence; Payment
of Taxes; Compliance with Laws.

            (a) The Issuer shall keep, and cause each of its Subsidiaries to
keep, proper books of record in accordance with GAAP.

            (b) The Issuer shall not, and shall cause each of its Subsidiaries
not to, change its fiscal year; provided that if no Change in Control has
occurred but the Issuer is no longer owned and controlled, directly or
indirectly, by Macquarie, the Issuer shall change its fiscal year to a calendar
year.

            (c) Except as permitted under Section 9.4, the Issuer shall, and
shall cause each of its Subsidiaries to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its or such
Subsidiary's legal existence. Except as permitted under Section 9.4, the Issuer
shall, and shall cause each of its Subsidiaries to, do or cause to be done all
things reasonably necessary to preserve, renew and keep in full force and effect
the rights, licenses, permits, privileges and franchises relevant to the conduct
of its or such Subsidiary's business or the ownership of its or such
Subsidiary's Properties unless, in the reasonable judgment of the Issuer, the
termination of or failure to preserve and keep in full force and effect any such
right, license, permit, privilege or franchise could not, individually or in the
aggregate, have a Material Adverse Effect.


                                                         NOTE PURCHASE AGREEMENT

                                      -37-


            (d) The Issuer shall, and shall cause each of its Subsidiaries to,
pay and discharge or cause to be paid and discharged all Taxes, assessments and
governmental charges or levies imposed upon the Issuer or such Subsidiary or
upon the income or profits of the Issuer or such Subsidiary or upon any of the
Collateral, or upon any part thereof, all when due, as well as all lawful claims
for labor, materials and supplies which, if unpaid, might by law become a Lien
upon the Property of the Issuer or such Subsidiary; provided, however, that
neither the Issuer nor any of its Subsidiaries shall be required to pay any such
Tax if (i) the amount, applicability or validity thereof shall currently be
contested in good faith by appropriate proceedings, and if adequate cash
reserves shall have been made therefor in accordance with GAAP or (ii) the
nonpayment of such Tax in the aggregate could not reasonably be expected to have
a Material Adverse Effect.

            (e) The Issuer shall, and shall cause each of its Subsidiaries to,
comply with all Governmental Approvals and Governmental Rules (including,
without limitation, all Environmental Laws) applicable to the Issuer, such
Subsidiary, any of their respective Properties, the District Energy Projects
owned by such Subsidiary or the Operation thereof except to the extent that
non-compliance could not reasonably be expected to have a Material Adverse
Effect.

      Section 9.2. Project Operation; Maintenance of Properties.

            (a) The Issuer shall and shall cause each of its Subsidiaries to
maintain and keep, or cause to be maintained and kept, their respective
Properties in good repair, working order and condition in accordance with
Prudent Operating Practices, so that the business carried on in connection
therewith may be properly conducted at all times; provided that this Section 9.2
shall not prevent the Issuer or any of its Subsidiaries from discontinuing the
operation and maintenance of any of its Properties if such discontinuation is
desirable in the conduct of its business and the Issuer has reasonably concluded
that such discontinuation could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

            (b) The Issuer shall promptly inform the Noteholders of any event
which would significantly interrupt or reduce the operation of any of the
District Energy Projects, excluding any planned outage or scheduled, routine
maintenance period.

            Section 9.3. Project Documents; Etc.

            (a) The Issuer shall and shall cause each of its Subsidiaries to:
(i) perform and observe in all respects all of its or such Subsidiary's
covenants and obligations contained in each of the Material Project Documents to
which it or such Subsidiary is a party, (ii) take all reasonable and necessary
action to prevent the termination or cancellation of any Material Project
Document to which it or such Subsidiary is a party in accordance with the terms
thereof or otherwise (except for any scheduled termination), and (iii) promptly
enforce against the relevant Project Party each covenant or obligation of such
Material Project Document in accordance with its terms. The Issuer shall comply
with the provisions of each Material Project


                                                         NOTE PURCHASE AGREEMENT

                                      -38-


Document and shall notify its direct and indirect shareholders of any actions
required to be taken by such shareholders in order for the Issuer to comply with
such Material Project Document. The Issuer shall promptly notify the Collateral
Agent of any default under any Material Project Document.

            (b) Except as expressly otherwise set forth in this Section 9.3, the
Issuer shall not and shall cause each of its Subsidiaries not to take the
following actions without the prior written consent of the Majority Noteholders
(which consent shall not be unreasonably withheld) unless such action could not
reasonably be expected to have a Material Adverse Effect: (i) cancel or
terminate any Material Project Document to which it or such Subsidiary is a
party or consent to or accept any cancellation or termination thereof prior to
the scheduled expiration thereof, (ii) sell, assign (other than pursuant to the
Security Documents) or otherwise dispose of (by operation of law or otherwise)
any part of its or such Subsidiary's interest in any Material Project Document,
(iii) waive any default under, or breach of, any Material Project Document or
waive, fail to enforce, forgive, compromise, settle, adjust or release any
right, interest or entitlement, howsoever arising, under or in respect of any
Material Project Document or in any way vary, or agree to the variation of, any
provision of such Material Project Document or of the performance of any
covenant or obligation by any other Person under any Material Project Document,
(iv) exercise any right to initiate any arbitration proceeding under any
Material Project Document or take any action with respect to any such legal
(including arbitral) proceeding initiated by any other Project Party or
compelled by the provisions of any Material Project Document, (v) petition,
request or take any other legal or administrative action that seeks, or may
reasonably be expected, to Impair any Material Project Document, or (vi) amend,
modify or supplement any Material Project Document; provided that the Issuer or
any of its Subsidiaries may enter into change orders in accordance with the
Material Project Documents without the prior written consent of the Majority
Noteholders if (A) such change order, individually or in the aggregate, would
not be reasonably likely to have a negative impact on the Issuer's EBITDA,
measured on a cash basis, in excess of $500,000 on a pro forma basis for the
Rolling Fiscal Period beginning on the date of such change order and (B) the
Issuer delivers to the Collateral Agent a certificate in advance notifying the
Noteholders of such proposed change order and such pro forma calculations. For
the purposes of clarification of this Section 9.3(b), the exercise by the Issuer
or any of its Subsidiaries of any election or option that would have the effect
of altering or modifying any economic or other material terms of a Material
Project Document shall constitute an "amendment" of such Material Project
Document.

            (c) The Issuer shall not and shall cause each of its Subsidiaries
not to enter into any Additional Project Document after the Closing Date without
the prior written consent of the Majority Noteholders except that no such
consent shall be required for the Issuer or any of its Subsidiaries to enter
into any Additional Project Documents constituting less than 5% of the gross
revenues of the Issuer in any given year or having a value of less than
$2,500,000 in any given year with unaffiliated third parties on an arms-length
basis in the ordinary course of business. The Issuer shall cause all
counterparties to any Additional Project Document constituting 5% or more of the
gross revenues of the Issuer in any year or having a value of $2,500,000 or more
in any given year to execute a Consent in substantially the form set forth in


                                                         NOTE PURCHASE AGREEMENT

                                      -39-


Exhibit F and satisfactory to the Majority Holders with respect to such
Additional Project Document. The Issuer shall, with respect to all other
Additional Project Documents, use its best efforts (which shall not include the
payment of a fee to any unaffiliated third party who is party to such Additional
Project Document) to obtain a Consent in substantially the form set forth in
Exhibit F.

            (d) Except to the extent expressly permitted under this Agreement,
the Issuer shall not and shall cause each of its Subsidiaries not to enter into
any contract or agreement (other than the Project Documents, the Financing
Documents and the Loan Documents) which restricts the ability of the Issuer or
such Subsidiary to: (i) enter into amendments, modifications, supplements or
waivers of the Material Project Documents or the Financing Documents, (ii) sell,
transfer or otherwise dispose of its assets, (iii) create, incur, assume or
suffer to exist any Lien upon any of its property, or (iv) create, incur,
assume, suffer to exist or otherwise become liable with respect to any
Indebtedness.

            (e) Promptly after the execution and delivery thereof, the Issuer
shall furnish each Secured Party with certified copies of: (i) all permitted
amendments, supplements or modifications that are of a material nature to any
Material Project Document, (ii) all permitted Additional Project Documents
entered into after the Closing Date and all amendments, supplements or
modifications thereto that are of a material nature and (iii) any additional
Consents executed in connection with an Additional Project Document in
accordance with Section 9.3(c).

      Section 9.4. Merger and Consolidation; Disposition of Assets.

            (a) The Issuer shall not, and shall not permit any of its
Subsidiaries to, change its (or such Subsidiary's) legal form, merge into or
consolidate with any other Person and shall not, and shall not permit any of its
Subsidiaries to, liquidate or dissolve; provided that any such Subsidiary may be
merged, liquidated or dissolved so long as (i) the assets of such Subsidiary
thereby become assets of the Issuer or another wholly-owned Subsidiary of the
Issuer engaging in the Operation of district energy projects; (ii) the Issuer
takes (and causes each applicable Subsidiary to take) such steps as may be
necessary in order to preserve the existence and the priority of the Liens under
the Security Documents and the validity and binding effect of the Financing
Documents; (iii) the Issuer or the surviving Subsidiary confirms the obligations
of the liquidated or dissolved Subsidiary or the Issuer, as applicable, under
the Security Agreements; and (iv) such liquidation or dissolution could not
reasonably be expected to have a Material Adverse Effect or cause an Event of
Default or violate any material Governmental Approval.

            (b) The Issuer shall not, and shall not permit any of its
Subsidiaries to, convey, sell, lease, transfer or otherwise dispose of, in one
transaction or a series of transactions, any of its or such Subsidiary's
Property except: (i) sales of energy, or hot or chilled or heated water, (ii)
sales of personal property no longer used or useful in the Issuer's or such
Subsidiary's business in the ordinary course of such Person's business (provided
that the aggregate amount of revenues of such sales of personal property of the
Issuer and its Subsidiaries shall not exceed


                                                         NOTE PURCHASE AGREEMENT

                                      -40-


$1,000,000 per any item or $2,000,000 in any fiscal year without the consent of
the Majority Noteholders), (iii) sales, transfers or other dispositions of the
Authorized Investments described in clauses (i) and (iii) of the definition
thereof and (iv) the transfer, assignment and delegation of all the Issuer's
right, title and interest in all or any portion of the Las Vegas Assets (to the
extent acquired prior to the Second Disbursement Date using new cash
contributions to capital of the Issuer or Affiliate Subordinated Debt) to, and
the assumption of all of the Issuer's liabilities thereunder by, an Affiliate of
the Issuer at any time prior to the Second Disbursement Date; provided, however,
that no payment, indemnity or undertaking of any kind shall be made by the
Issuer or any of its Subsidiaries to or for the benefit of such Affiliate in
connection with any such transfer, assignment, delegation and assumption of all
or any portion of the Las Vegas Assets (to the extent acquired prior to the
Second Disbursement Date using new cash contributions to capital of the Issuer
or Affiliate Subordinated Debt). The preceding sentence shall not apply to
transfers of assets between Subsidiaries of the Issuer or between any such
Subsidiary and the Issuer; provided that (A) in the case of any such transfer of
assets, the Issuer takes (and causes each applicable Subsidiary to take) such
steps as may be necessary to preserve the existence and the priority of the
Liens under the Security Documents and the validity and binding effect of the
Financing Documents; (B) the Issuer or the acquiring Subsidiary confirms the
obligations of the other Subsidiary or the Issuer, as applicable, under the
Security Agreements; and (C) such transfer could not reasonably be expected to
have a Material Adverse Effect or cause an Event of Default. The Collateral
Agent shall take such action as shall be necessary in order to release from the
Liens of the Security Documents the Property of the Issuer or of the relevant
Subsidiary conveyed, sold, transferred or otherwise disposed of in accordance
with this Section 9.4(b).

            (c) The Issuer shall not, and shall not permit any of its
Subsidiaries to, purchase or acquire any assets other than: (i) the purchase of
assets in the ordinary course of business reasonably required in connection with
the ownership, operation and maintenance of such Person's business as
contemplated by the Project Documents, (ii) the purchase of assets reasonably
required in connection with Restoration of a District Energy Project as
permitted in this Agreement, (iii) the purchase of assets in connection with
Permitted Capital Expenditures, (iv) the purchase of ETT Nevada pursuant to the
Las Vegas Stock Purchase Agreement with the proceeds of the Las Vegas Notes, new
cash contributions to capital of the Issuer or Affiliate Subordinated Debt, (v)
the purchase of the Northwind Aladdin Notes pursuant to the Agreement Regarding
Purchase and Sale of Debt dated as of July 6, 2004 among Exelon Thermal
Holdings, Inc., the Issuer and the holders of the Northwind Aladdin Notes with
the proceeds of the Las Vegas Notes, new cash contributions to capital of the
Issuer or Affiliate Subordinated Debt and (vi) Authorized Investments.

            (d) Except as provided in Section 9.9, the Issuer shall not, and
shall not permit any of its Subsidiaries to, convey, sell, transfer or otherwise
dispose of its equity interests in any of their respective Subsidiaries unless
the Issuer continues to be the direct or indirect owner of such Subsidiary.


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                                      -41-


            Section 9.5. Indebtedness. The Issuer shall not, nor will it permit
any of its Subsidiaries to, create, incur, assume or permit to exist any
Indebtedness, except Permitted Indebtedness.

            Section 9.6. Liens. The Issuer shall not, nor will it permit any OF
its Subsidiaries to, create, incur, assume or permit to exist any Lien on any of
its Properties now owned or hereafter acquired by it, nor assign or sell any
income or revenues (including accounts receivable) or rights in respect of any
thereof, except for Permitted Liens.

            Section 9.7. Investments. The Issuer shall not, and shall not permit
any of its Subsidiaries to, make any Investment other than Authorized
Investments.

            Section 9.8. Nature of Business; Maintenance of Office in New York.

            (a) The Issuer shall not, and shall not permit any of its
Subsidiaries to, engage to any material extent in any business other than (i) in
the case of the Issuer, the ownership of the Subsidiary Guarantors, the
activities related to the performance of the Transaction Documents to which it
is a party and related activities and (ii) in the case of the Subsidiaries of
the Issuer, the ownership of the relevant Owner Subsidiaries, the acquisition,
ownership, operation and use of its respective District Energy Projects as
contemplated by the existing Project Documents to which it is a party (and any
future permitted amendments to existing Project Documents or other future
agreements entered into in compliance with the terms of this Agreement) and the
activities related to the performance of the Transaction Documents to which it
is a party and related activities.

            (b) The Issuer shall maintain an office in the City of New York, New
York at all times.


            Section 9.9. Transactions with Affiliates. The Issuer shall not, and
shall not permit any of its Subsidiaries to, directly or indirectly enter into
any other transaction that is otherwise permitted under this Agreement with or
for the benefit of an Affiliate (including guarantees and assumptions of
obligations of an Affiliate), except (a) as expressly contemplated by the
Transaction Documents, (b) transfers of ownership interests in any Subsidiary
Guarantor to Affiliates, including but not limited to Persons managed by
Macquarie or its Affiliates; provided that no such transfer will be allowed if
(i) it could reasonably be expected to result in a violation of the Chicago Use
Agreement or (ii) the proposed transferee is a "blocked person" as described in
Section 1 of the Terrorism Order or a Person described in the Department of
Treasury Rule referred to in Section 5.11(c) and (c) transactions that are (i)
disclosed to the Noteholders, (ii) on terms and conditions not less favorable to
the Issuer or such Subsidiary than could be obtained on an arm's-length basis
from unrelated third parties and no Default would result from such transaction
and (iii) reasonably desirable for the Operation of the relevant District Energy
Project, and further, in the case of clause (c), each of the Issuer and its
Subsidiaries may make Restricted Payments in accordance with Section 9.11;
provided, further, that no payment, indemnity or undertaking of any kind shall
be made by the Issuer or any of its Subsidiaries to or for the benefit



                                                         NOTE PURCHASE AGREEMENT

                                      -42-


of any Affiliate in connection with any assignment or assumption of the Las
Vegas Stock Purchase Agreement.

            Section 9.10. Environmental Compliance.

            (a) The Issuer shall not, and shall cause its Subsidiaries not to,
Release or permit the Release of Hazardous Materials at a Project Site other
than in a manner that (i) could not reasonably be expected to have a Material
Adverse Effect or give rise to a material Environmental Claim and (ii) complies
in all material respects with all applicable Environmental Laws.

            (b) The Issuer shall, and shall cause its Subsidiaries to, (i)
conduct and complete any investigation, study, sampling and testing that may be
reasonably required if there is any fact, circumstance, condition or occurrence
that could reasonably be expected to form the basis of an Environmental Claim
related to or against any of the District Energy Projects or any Environmental
Party or that any Secured Party may reasonably request and (ii) undertake any
cleanup, removal, remedial, response or other action necessary to remove and
clean up all Hazardous Materials related to or Released at, on, in, under or
from a Project Site to the extent required by applicable Environmental Laws
except if the failure to do so could not reasonably be expected to have a
Material Adverse Effect or give rise to a material Environmental Claim.

            (c) The Issuer shall deliver to the Secured Parties (i) promptly
upon obtaining knowledge of (A) any fact, circumstance, condition or occurrence
that could reasonably be expected to form the basis of a material Environmental
Claim related to or against any of the District Energy Projects or any
Environmental Party the effect of which could reasonably be expected to have a
Material Adverse Effect or result in a mandatory prepayment under Section
3.3(c), (B) any pending or threatened material Environmental Claim related to
any of the District Energy Projects or any Environmental Party, or (C) any
material change in the operations of or capital improvements to any District
Energy Project that is or could be required for such District Energy Project to
be in compliance with all Governmental Approvals and Environmental Laws relating
to such District Energy Project, a notice thereof describing the same in
reasonable detail and, together with such notice or as soon thereafter as
possible, a description of the action that the Issuer and any other relevant
Environmental Party has taken or proposes to take with respect thereto and,
thereafter, from time to time such detailed reports with respect thereto as any
Secured Party may reasonably request and (ii) promptly upon their becoming
available, copies of all material written communications with any Governmental
Authority regarding any Environmental Law or Environmental Claim relating to a
District Energy Project, including, without limitation, the loss of, or failure
to renew, Governmental Approvals related to any District Energy Project.

            (d) The Issuer and each Owner Subsidiary shall promptly, but in any
event within five (5) days, notify Agent if such Issuer becomes aware of the
discovery of any occurrence, condition or state of facts which would render any
representation contained in Section 5.13 incorrect in any material respect if
made at the time of such discovery.


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            Section 9.11. Restricted Payments.

            (a) The Issuer shall not make, or agree to pay or make, directly or
indirectly, any Restricted Payment, except that the Issuer may make a Restricted
Payment in cash from and to the extent of the cash funds then on deposit in the
Distribution Account at least five (5) Business Days after any Payment Date,
subject to the satisfaction of each of the following conditions on the date of
such Restricted Payment (the "Restricted Payment Date") and after giving effect
thereto:

                  (i) such Restricted Payment is permitted by applicable law and
      is made in accordance with the Agency, Disbursement and Control Agreement;

                  (ii) no Default or Event of Default shall have occurred and be
      continuing or would result from such Restricted Payment;

                  (iii) the Debt Service Reserve Account Balance is at least
      equal to the Required Debt Service Reserve Amount, and the Tax Reserve
      Account Balance is at least equal to the Required Tax Reserve Amount;

                  (iv) (A) the Debt Service Coverage Ratio for the Rolling
      Fiscal Period ending on the last day of the month preceding the Restricted
      Payment Date is at least 1.25 to 1 and the projected Debt Service Coverage
      Ratio for the Rolling Fiscal Period ending on the date that is one year
      from such Restricted Payment Date is at least 1.25 to 1; provided that if
      such Restricted Payment Date occurs on or after the date that is four
      years prior to the Final Maturity Date, the projected Debt Service
      Coverage Ratio for the next succeeding Rolling Fiscal Period and the
      Rolling Fiscal Period ending on December 31, 2023 are each at least 1.40
      to 1 and (B) such projected Debt Service Coverage Ratio does not
      negatively vary from the projected Debt Service Coverage Ratio contained
      in the certificate of the Independent Engineer delivered pursuant to
      Section 7(f) by 10% or more unless the Independent Engineer delivers a
      certification that the financial and operational assumptions contained in
      such projected Debt Service Coverage Ratio are reasonable and consistent
      with Prudent Operating Practices;

                  (v) if such Restricted Payment Date is on or after the date
      that is nine months after the Issuer acquires ETT Nevada pursuant to the
      Las Vegas Stock Purchase Agreement and the Issuer is not in compliance
      with the provisions of Section 9.19(d), either (A) the Collateral Agent
      shall have received the Aladdin Indemnity, duly executed and delivered by
      the Indemnitor, and an Officer's Certificate from the Indemnitor, dated
      not more than three Business Days before such Restricted Payment Date,
      certifying that the Aladdin Indemnity is in full force and effect and that
      the Indemnitor will, as of the Restricted Payment Date, have shareholders'
      equity of not less than $300,000,000 or (B) for the purposes of
      determining any projected component of the Debt Service Coverage Ratio
      calculations hereunder, the definition of Cash Flow shall not take into
      account any Revenue attributable to the Las Vegas District Energy Project
      (but shall include all


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      Operating Costs, Major Maintenance Expenditures, Capital Expenditures and
      Taxes attributable to the Las Vegas District Energy Project); and

                  (vi) if such Restricted Payment Date is on or after January 1,
      2013, the term of the Chicago Use Agreement has been extended at least 5
      years past the Final Maturity Date.

            (b) The Issuer shall cause its Owner Subsidiaries not to declare or
make any Restricted Payment except as set forth in Section 9.11(c).

            (c) Prior to each Payment Date (and in anticipation of the
application of funds on such Payment Date contemplated by the Agency,
Disbursement and Control Agreement), the Issuer shall cause (i) the balance of
outstanding Intercompany Subordinated Loans made by each Owner Subsidiary to the
Issuer to be repaid in an amount equal to the distribution in respect of equity
interests in such Owner Subsidiary described in clause (ii), and (ii) a
distribution in respect of equity interests in such Owner Subsidiary to be made
by such Owner Subsidiary to the Issuer in the maximum amount that is legally
permissible. The intent of the foregoing provision is to convert, prior to each
Payment Date and to the fullest extent legally permissible the balance of
Intercompany Subordinated Loans from an Owner Subsidiary to the Issuer to a
distribution to the Issuer in respect of the equity interests in such Owner
Subsidiary.

            (d) To the extent that the proceeds of any Affiliate Subordinated
Debt (with terms and conditions not less favorable to the Issuer than could be
obtained on an arm's-length basis from unrelated third parties) were used
exclusively to pay the purchase price of all or any portion of the Las Vegas
Assets prior to the Second Disbursement Date, the Issuer may use the net
proceeds of the Las Vegas Notes, to the extent such net proceeds are available
to the Issuer, to repay such Affiliate Subordinated Debt so long as no Default
or Event of Default has occurred or is continuing, notwithstanding anything to
the contrary in the subordination agreement applicable to such Affiliate
Subordinated Debt.

            Section 9.12. Further Assurances.

            (a) The Issuer shall take, or cause to be taken, all action required
or desirable to maintain its or its Subsidiary's (as applicable) good and valid
title to the Collateral (subject to Section 9.4(b)) and shall maintain and
preserve, and cause to be maintained and preserved (as applicable) the Liens
created by the Security Documents and the priority thereof.

            (b) The Issuer shall use its best efforts to obtain (i) Consents in
substantially the form set forth in Exhibit F with respect to Material Project
Documents not listed on Schedule 4.2 within 120 days of the Initial Disbursement
Date, or the Second Disbursement Date, as applicable, and (ii) Consents in
substantially the form set forth in Exhibit F with respect to Additional Project
Documents in accordance with Section 9.3.


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            (c) If, at any time after the Closing Date, if ETT Nevada and/or any
of its Affiliates owns or has the right to control 100% of the outstanding
equity interests in Northwind Aladdin, the Issuer shall promptly cause ETT
Nevada to (i) cause Northwind Aladdin to amend the note purchase agreement
relating to the Northwind Aladdin Notes to (A) change references to Exelon under
such note purchase agreement to be references to Macquarie District Energy Inc.
and (B) provide that a default under the Notes constitutes a default under the
Northwind Aladdin Notes and (ii) pledge its member interest in Northwind Aladdin
and enter into the ETT Nevada Pledge Agreement.

            Section 9.13. Insurance.

            (a) Insurance Maintained by the Issuer and its Subsidiaries.

                  (i) The Issuer shall and shall cause each of its Subsidiaries
      to procure and maintain in full force and effect at all times on and after
      the date of this Agreement, at its or such Subsidiary's own expense,
      insurance with limits and coverage provisions sufficient to satisfy the
      requirements set forth in each of the Project Documents and in accordance
      with Prudent Operating Practices, but in no event less than the limits and
      coverage provisions specified in Schedule 9.13 hereto. The Issuer shall
      ensure that the Collateral Agent and each of the Secured Parties is listed
      as additional insureds and sole loss payees under the insurance policies
      procured in connection with any of the District Energy Projects.

                  (ii) All of the insurance specified in Schedule 9.13 hereto
      shall be provided by responsible insurance companies with a Best Insurance
      Reports Rating or Standard & Poor's Rating of "A-" or better and a
      financial size category of "IX" or higher (or alternatively by a company
      approved for this purpose by the Majority Noteholders).

            (b) Loss Proceeds.

                  (i) The Issuer shall cause the Net Available Amount of all
      Loss Proceeds in respect of any Event of Loss received by the Issuer or
      any of its Subsidiaries to be deposited in the Loss Proceeds Account and
      the amounts on deposit in the Loss Proceeds Account will be applied as
      provided in this Section 9.13(b).

                  (ii) The Net Available Amount of Loss Proceeds received from a
      Total Loss shall be used to prepay the Notes in accordance with
      Section 3.3(a).

                  (iii) The Net Available Amount of Loss Proceeds received from
      any Event of Loss (other than a Total Loss) shall be made available to the
      Issuer or the relevant Subsidiary, as the case may be, to Restore the
      Affected Property (such Restoration being referred to herein as
      "Restoration Work") or to reimburse the Issuer or such Subsidiary for the
      cost of any such Restoration Work incurred by the Issuer or such
      Subsidiary subject to the satisfaction of the following conditions:


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                                      -46-


                        (A) If the aggregate Net Available Amount of Loss
            Proceeds with respect to any single Event of Loss requested by the
            Issuer to be applied to Restoration Work is not more than
            $7,500,000, such Net Available Amount shall be made available to the
            Issuer or such Subsidiary, as the case may be, upon receipt of a
            request therefor from the Issuer and a description of the proposed
            Restoration Work (which Restoration Work shall, to the extent
            possible, restore the relevant District Energy Project to
            substantially the same condition it was in prior to the occurrence
            of such Event of Loss, assuming the District Energy Project was in
            the condition required by Section 9.2(a)) together with the Issuer's
            certification that the proposed Restoration is feasible and will not
            be reasonably expected to result in a Material Adverse Effect, and
            the Issuer or such Subsidiary shall promptly apply such funds to
            such Restoration Work.

                        (B) If the Net Available Amount of Loss Proceeds
            requested by the Issuer to be applied to Restoration Work does not
            qualify under subclause (A) above, such Net Available Amount shall
            be made available to the Issuer or such Subsidiary, as the case may
            be, subject to the satisfaction of the following conditions: (I) the
            Issuer shall have notified the Collateral Agent of its intent to
            repair or restore the affected District Energy Project and (II) the
            Issuer shall have provided the Collateral Agent with each of the
            following at least 30 days prior to the date it proposes to commence
            such Restoration Work: (x) a report of the Independent Engineer,
            reasonably acceptable to the Majority Noteholders, as to (1) the
            economic viability of the affected District Energy Project after
            giving effect to such Restoration Work, (2) the expected performance
            levels of the affected District Energy Project after such
            Restoration Work, (3) the expected ability of such District Energy
            Project to comply with Governmental Rules and its then existing
            Governmental Approvals after giving effect to such Restoration Work,
            (4) the expected amount of time required to repair and restore such
            District Energy Project, (5) the estimated cost of such Restoration
            Work and (6) such other matters as are reasonably requested by the
            Majority Noteholders, (y) a certificate of an Authorized Officer of
            the Issuer as to (1) the availability of a sufficient amount of
            funds (including any funds on deposit in the Loss Proceeds Account)
            to complete such Restoration Work and pay all principal of and
            interest on the Notes when due during such Restoration Work, and (2)
            the likelihood that no Event of Default shall exist after giving
            effect to such repair or restoration and (z) such other
            certificates, opinions or documentation as the Collateral Agent and
            the Majority Noteholders may reasonably request, as necessary or
            appropriate, in connection with such Restoration Work or to preserve
            and protect its interests under this Agreement and the other
            Financing Documents. If the Issuer elects to perform, or cause the
            performance of, Restoration Work pursuant to this
            Section 9.13(b)(iii)(B), the Issuer shall use all reasonable efforts
            to perform, or cause the applicable Subsidiary to perform, such
            Restoration Work in a prompt and diligent manner.


                                                         NOTE PURCHASE AGREEMENT

                                      -47-


                        (C) No Material Project Document or material
            Governmental Approval in effect with respect to the affected
            District Energy Project immediately prior to such Event of Loss
            shall have been Impaired, or is subject to being Impaired, due to
            such Event of Loss except in so far as the same is not reasonably
            likely to be reinstated or fully replaced upon the completion of the
            Restoration Work.

                        (D) The Property of the Issuer, or the applicable
            Subsidiary, as the case may be, constituting the Restoration Work
            shall be subject to the Lien of the Security Documents (whether by
            amendment to the Security Documents or otherwise) to the extent that
            the Affected Property was so subject immediately before the Event of
            Loss in accordance with the Financing Documents.

                  (iv) If the Issuer, or the Subsidiary Operating the affected
      District Energy Project, as the case may be, has not commenced the
      Restoration Work (including by ordering necessary equipment) in accordance
      with this Section 9.13 within 180 days after it has received notice of the
      receipt by the Collateral Agent of the Net Available Amount of the Loss
      Proceeds referred to above or at any time after such 180-day period, one
      or more of the foregoing conditions shall not have been satisfied, then,
      the Collateral Agent shall, at the written instructions of the Majority
      Noteholders, apply the Net Available Amount of such Loss Proceeds (to the
      extent not otherwise remitted as aforesaid to the Issuer) to the
      prepayment of the Notes in accordance with Section 3.3(a) on a date
      selected by the Majority Noteholders (and specified in such written
      instructions) not more than 15 Business Days after the end of such 180-day
      period or the failure to satisfy any such condition.

                  (v) Notwithstanding anything to the contrary in this
      Section 9.13, but subject to the Restoration obligations of the Owner
      Subsidiaries and Northwind Aladdin under the Project Documents, if an
      Event of Default shall have occurred and be continuing, the Collateral
      Agent shall, at the written direction of the Majority Noteholders, apply
      any amount of such Loss Proceeds in the Loss Proceeds Account in
      accordance with Section 3.3(a).

                  (vi) Prior to disbursing any insurance proceeds for the
      purpose of paying the expenses of any Restoration, the Collateral Agent
      shall receive from the Issuer evidence reasonably satisfactory to the
      Collateral Agent, certified by the Issuer, of the actual expenses incurred
      in performing such Restoration. The Collateral Agent may, at the written
      direction of the Issuer, disburse such amounts to the Issuer or the
      relevant Subsidiary for application to the payment of such expenses or
      directly to the party or parties furnishing the materials or labor for the
      Restoration.

                  (vii) If the Issuer, any of its Subsidiaries or the Collateral
      Agent receives any amount of proceeds of business interruption insurance
      and other payments received for interruption operations in respect of any
      Event of Loss, such amounts shall be deposited in the Revenue Accounts.


                                                         NOTE PURCHASE AGREEMENT

                                      -48-


            (c) Evidence of Insurance. On each of the Initial Disbursement Date
and the Second Disbursement Date (unless certified copies of the insurance
policies required by this Section 9.13 have been delivered in accordance with
Section 4.2(h) or Section 4.3(h), as applicable) and on an annual basis at least
twenty days prior to each policy anniversary, the Issuer shall furnish the
Collateral Agent with certification of all required insurance. Such
certification shall be executed by each insurer or by an authorized
representative of each insurer or an acceptable insurance broker where it is not
practical for such insurer to execute the certificate itself. Such certification
shall identify the underwriters, the reinsurers (if any), the type of insurance,
the insurance limits and the policy term and shall specifically list the special
provisions for such insurance required by this Section 9.13. Upon request, the
Issuer will promptly furnish the Collateral Agent with copies of all insurance
policies, binders and cover notes or other evidence of such insurance relating
to the District Energy Projects.

            (d) Failure to Maintain Insurance. If the Issuer or any of its
Subsidiaries fails to take out or maintain the full insurance coverage required
by this Section 9.13, upon 30 days' prior notice (unless the aforementioned
insurance would lapse within such period, in which event notice should be given
as soon as reasonably possible) to the Issuer of any such failure, the Majority
Noteholders may, but shall be under no obligation to, take out the required
policies of insurance and pay the premiums on the same. All amounts so advanced
by the Majority Noteholders shall become an additional obligation of the Issuer
to the Majority Noteholders, and the Issuer shall forthwith pay such amounts to
the Majority Noteholders, together with interest thereon at the Default Rate,
from the date so advanced.

            (e) Insurance Adjustments. The Issuer shall not, and shall not
permit any of its Subsidiaries to, adjust, compromise or settle any claim under
any property or business interruption insurance which claim, individually or in
the aggregate with any other claims arising out of the same casualty, exceeds
$3,000,000, without the prior written consent of the Majority Noteholders.

            (f) No Duty of Collateral Agent to Verify. No provision of this
Section 9.13 or any provision of this Agreement or any Project Document shall
impose on the Collateral Agent any duty or obligation to verify the existence or
adequacy of the insurance coverage maintained by the Issuer and its Subsidiaries
nor shall the Collateral Agent be responsible for any representations or
warranties made by or on behalf of the Issuer or any of its Subsidiaries to any
insurance company or underwriter.

            (g) Notice of Cancellation. All policies of insurance required to be
maintained pursuant to this Section 9.13 and Schedule 9.13 hereto shall be
endorsed so that if at any time any such policy is canceled or the coverage
provided thereby be reduced, which cancellation or reduction would adversely
affect the Noteholders, such cancellation or reduction shall not be effective as
to the Noteholders for 30 days, except for non-payment of premium which shall be
for ten days, after receipt by the Collateral Agent of written notice from such
insurer of such cancellation or reduction.


                                                         NOTE PURCHASE AGREEMENT

                                      -49-


            (h) Insurance Policies. The terms of all policies of insurance
required to be maintained pursuant to this Section 9.13 and Schedule 9.13 shall
be mutually acceptable to the Issuer and the Collateral Agent.

            Section 9.14. Collection of Payments. The Issuer shall, and shall
cause each of its Subsidiaries to, deposit all revenues and other payments
(other than Loss Proceeds) received by the Issuer or such Subsidiary and shall
cause all Persons party to a Project Document to remit all payment thereunder
payable to the Issuer or any of its Subsidiaries, to the Revenue Accounts.

            Section 9.15. Use of Proceeds The Issuer shall use (and shall cause
to be used) the proceeds of the Notes solely: (i) to fund or refinance the
acquisition of the District Energy Projects; (ii) to fund certain development
and operational activities of the Issuer and its Subsidiaries; (iii) to pay the
transaction costs and expenses incurred in connection with the transactions
contemplated hereby; (iv) to pay the Fee; and (v) to provide for the initial
funding of the Debt Service Reserve Account in the amount of the Required Debt
Service Reserve Amount in accordance with the Agency, Disbursement and Control
Agreement.

            Section 9.16. Capital Expenditures. The Issuer shall not, and shall
cause each if its Subsidiaries not to, make any Capital Expenditures other than
Permitted Capital Expenditures.

            Section 9.17. Debt Service Coverage Ratio. The Issuer shall
maintain, or caused to be maintained, a Debt Service Coverage Ratio for any
Rolling Fiscal Period ending on a Payment Date of at least 1.05 to 1; provided
that for the purposes of calculating the Debt Service Coverage Ratio for this
Section 9.17, "Cash Flow" shall mean the excess (if any) of: (a) the sum of (i)
all Revenues for such period plus (ii) contributions to capital fully paid in
cash received during such period (but only to the extent such contributions to
capital are used to fund Permitted Capital Expenditures) plus (iii) proceeds of
Qualifying Capital Expansion Indebtedness borrowed during such period over (b)
the sum of (i) Operating Costs for such period plus (ii) Major Maintenance
Expenditures for such period plus (iii) Capital Expenditures paid in such period
plus (iv) Taxes (other than federal income taxes) actually reserved against or
paid by or on behalf of the Issuer (without duplication) in such period.

            Section 9.18. Payment of Obligations. The Issuer shall, and shall
cause the Subsidiary Guarantors to, pay and discharge in full their respective
obligations under this Agreement, under the Notes and the other Financing
Documents and Material Project Documents.

            Section 9.19. Investment Company Act; PUHCA; State Utility
Regulation.

            (a) The Issuer shall not, and shall cause its Subsidiaries not to,
take any action which would result in any of the Issuer or its Subsidiaries
becoming subject to regulation under the Investment Company Act.

            (b) The Issuer shall not, and shall cause its Subsidiaries not to,
take any action which would result in any of the Issuer or its Subsidiaries
becoming subject to regulation


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under PUHCA, including as a result of the acquisition of the Las Vegas District
Energy Project or otherwise.

            (c) The Issuer shall confirm that Sierra Pacific is maintaining its
exemption under Section 3(a)(2) of PUHCA.

            (d) On or before the date that is nine months after the date the
Issuer acquires ETT Nevada pursuant to the Las Vegas Stock Purchase Agreement,
the Issuer shall deliver to the Collateral Agent (i) a reasonably detailed
Officer's Certificate from the Issuer, in form and substance satisfactory to
each Noteholder, and (ii) subject to standard assumptions and qualifications
with respect to the factual basis for such opinion, an opinion from counsel to
ETT Nevada and Northwind Aladdin, in form and substance satisfactory to each
Noteholder, each stating (A) either (1) that the Issuer and each of its
Subsidiaries is in compliance with all Governmental Rules as in effect from time
to time in the State of Nevada applicable to the Las Vegas District Energy
Project with respect to the regulation of public utilities by virtue of
obtaining and maintaining a Certificate of Public Convenience and Necessity from
the Public Utilities Commission of Nevada (and such other filings, applications,
exemptions or permits as may be required under applicable Nevada law with
respect to the regulation of public utilities) and that the Certificate of
Public Convenience and Necessity (and such other filings, applications,
exemptions or permits as may be required under applicable Nevada law with
respect to the regulation of public utiltities), in each case attached as
exhibits to such Officer's Certificate and legal opinion, were duly and validly
issued and are in full force and effect or (2) that none of the Issuer, ETT
Nevada, Northwind Aladdin or the Las Vegas District Energy Project is subject to
regulation by the Public Utilities Commission of Nevada or required or permitted
to obtain a Certificate of Public Convenience and Necessity or other exemption
or permit and attaching an Advisory Opinion from the Public Utilities Commission
of Nevada to that effect as an exhibit to such Officer's Certificate and legal
opinion, or (3) due to a change in law or circumstances, none of the Issuer, ETT
Nevada, Northwind Aladdin or the Las Vegas District Energy Project is subject to
regulation by the Public Utilities Commission of Nevada or required or permitted
to obtain a Certificate of Public Convenience and Necessity, Advisory Opinion or
other exemption or permit, (B) that the Material Project Documents applicable to
the Las Vegas District Energy Project are legal, valid, binding and enforceable
without any qualifications (other than as aforesaid and standard qualifications
with respect to creditors' rights generally and general equitable principles)
and are not subject to any regulatory tariff that is different from the contract
price contained in such Material Project Document, and that no challenge, claim
or defense has been filed, made, raised or threatened asserting that any
Material Project Document that is applicable to the Las Vegas District Energy
Project is void, voidable, invalid, illegal or unenforceable, and (C) that the
Issuer and each of its Subsidiaries are in compliance with all Governmental
Rules as in effect from time to time in the State of Nevada and Governmental
Approvals as in effect from time to time in the State of Nevada necessary to
conduct their business as contemplated by the Material Project Documents that
are applicable to the Las Vegas District Energy Project; provided that a failure
to comply with this Section 9.19(d) shall not constitute an Event of Default
under this Agreement. If, at any time after the date that is nine months after
the date the Issuer acquires ETT Nevada pursuant to the Las Vegas Stock


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Purchase Agreement, the Issuer is not in compliance with the foregoing
provisions of this Section 9.19(d), then for the purposes of determining any
projected component of the Debt Service Coverage Ratio calculations under
Section 9.11 of this Agreement and Section 5.1 of the Agency, Disbursement and
Control Agreement, the definition of Cash Flow shall not take into account any
Revenue attributable to the Las Vegas District Energy Project (but shall include
all Operating Costs, Major Maintenance Expenditures, Capital Expenditures and
Taxes attributable to the Las Vegas District Energy Project) unless an indemnity
in the form set forth in Exhibit J (the "Aladdin Indemnity") has been duly
executed and delivered by a direct or indirect parent of the Issuer for the
benefit of the Collateral Agent and each Noteholder, and the Indemnitor has and
maintains shareholders' equity of not less than $300,000,000.

            Section 9.20. Operating Budget. Not later than July 15 of each
calendar year, the Issuer shall submit to the Collateral Agent a report covering
the initial six months of the fiscal year detailing the differences between
actual expenditures and the Operating Budget. The Issuer, each of the Owner
Subsidiaries and Northwind Aladdin shall operate in a manner consistent with the
Operating Budget and in accordance with Section 5.1(a) of the Agency,
Disbursement and Control Agreement.

            Section 9.21. Ratings. The Issuer shall at all times cause the Notes
to be rated by a Rating Agency.

            SECTION 10. EVENTS OF DEFAULT; REMEDIES.

            Section 10.1. Events of Default. The occurrence of any one or more
OF the following events, conditions or circumstances shall constitute an "Event
of Default" (whatever the reason for such Event of Default and whether it shall
be voluntary or involuntary or occur as a result of operation of law or
otherwise):

            (a) the Issuer shall fail to pay any principal of or premium, if
any, or interest on any Note or any other amount payable under this Agreement or
any Note when the same becomes due and payable, whether at stated maturity or at
a date fixed for prepayment or by declaration or otherwise;

            (b) (i) the Issuer shall fail to observe or perform any obligation
to be observed or performed by it under any of Section 9.3, Section 9.4, Section
9.5, Section 9.6, Section 9.8, Section 9.11, Section 9.13(a)(i), Section
9.13(b)(i), Section 9.14, Section 9.16, Section 9.17 or, to the extent not
covered by Section 10.1(a) above, Section 9.18, or under Article IV of the
Issuer Security Agreement; or (ii) any Subsidiary Guarantor shall fail to pay
when due any amount under the Subsidiary Guarantor Security Agreement to which
it is a party or shall fail to observe or perform any covenant or agreement
contained in Article V of the applicable Subsidiary Guarantor Security
Agreement; or (iii) MDEH shall fail to pay when due any amount under the MDEH
Pledge Agreement or shall fail to observe or perform any covenant or agreement
contained in Article V of the MDEH Pledge Agreement; or

            (c) the Issuer shall fail to observe or perform any obligation to be
observed or performed by it under any of Section 7, Section 9.7, Section 9.9,
Section 9.10, Section 9.13(d) or Section 9.15 and such failure shall have


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continued for a period of at least 30 days after the earlier of (i) an officer
of the Issuer obtaining actual knowledge of such default and (ii) the Issuer
receiving written notice of such default from any Noteholder or the Collateral
Agent; or

            (d) the Issuer, MDEH or any Subsidiary Guarantor shall fail to
perform or observe any covenant or agreement contained in any Financing Document
to which it is a party (other than those specified in clauses (a), (b) or (c) of
this Section 10.1) and such failure shall continue unremedied for a period of 30
or more days after the earlier of (i) an officer of the Issuer, MDEH or the
Subsidiary Guarantors, as applicable, obtaining actual knowledge of such default
and (ii) the Issuer, MDEH or the Subsidiary Guarantors, as applicable, receiving
written notice of such default from any Noteholder or the Collateral Agent; or

            (e) any representation or warranty made or deemed made by the Issuer
in this Agreement or any representation, warranty or statement in any
certificate, financial statement or other document furnished to any Noteholder
or the Collateral Agent by or on behalf of the Issuer under any Financing
Document, or any representation or warranty made or deemed made by MDEH or any
Subsidiary Guarantor in any Financing Document to which it is a party, shall
prove to have been false or misleading in any material respect as of the time
made or deemed made, confirmed or furnished; or

            (f) a Bankruptcy shall occur with respect to the Issuer, MDEH or any
Subsidiary Guarantor (other than ETT Nevada);

            (g) (i) one or more judgments for the payment of money in an
aggregate amount in excess of $500,000 shall be rendered against the Issuer and
its Subsidiaries or (ii) one or more judgments for the payment of money in an
aggregate amount in excess of $500,000 shall be rendered against any Subsidiary
of the Issuer, and any one or more of such judgments described in clause (i) or
(ii) above shall not be discharged or execution thereof stayed pending appeal,
within 60 days after entry thereof, or, in the event of such a stay, such
judgment or judgments shall not be discharged within 30 days after such stay
expires; or

            (h) any Security Document shall cease to be in full force and effect
or to be effective to grant a perfected Lien to the Collateral Agent, for the
benefit of the Secured Parties, on the Collateral described therein with the
priority purported to be created thereby; or

            (i) any material provision of the Chicago Use Agreement shall at any
time for any reason cease to be valid and binding or in full force and effect
(except upon any termination of the Chicago Use Agreement in accordance with its
terms) or shall be Impaired; or any party to the Chicago Use Agreement shall be
in default, or shall have breached its obligations, under the Chicago Use
Agreement and such default or breach could reasonably be expected to have a
Material Adverse Effect; or

            (j) the Issuer or any Subsidiary Guarantor shall default in the
payment when due of any principal of or interest on any of its Indebtedness
aggregating $500,000 or more (other than Indebtedness hereunder and other than
Affiliate Subordinated Debt so long as the


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                                      -53-


lender with respect to such Affiliate Subordinated Debt is in compliance with
the subordination agreement containing the terms of subordination set forth in
Exhibit H hereto with respect to such Affiliate Subordinated Debt and has not
exercised any remedies (including acceleration) with respect thereto); or any
event specified in any note, agreement, indenture or other document evidencing
or relating to any such Indebtedness of the Issuer or any Subsidiary Guarantor
shall occur if the effect of such event is to cause or to permit the holder or
holders of such Indebtedness (or a trustee or agent on behalf of such holder or
holders) to cause such Indebtedness to become due, or to be prepaid in full
(whether by redemption, purchase, offer to purchase or otherwise), prior to its
stated maturity; or

            (k) the Issuer, any of its Subsidiaries, MDEH or any Secured Party
shall become, solely by virtue of (i) the ownership or operation of the
respective District Energy Projects by the Subsidiaries of the Issuer or (ii)
the participation of MDEH or such Subsidiary in the transactions contemplated by
the Transaction Documents to which it is a party or its acquisition, ownership
and operation of the respective District Energy Project and the sale of energy,
or hot or chilled water therefrom: (1) an "electric utility company", a "holding
company" or either a "subsidiary company" or an "affiliate" of either a "holding
company" or an "electric utility company", as such terms are defined in PUHCA,
or (2) subject to any regulation contemplated by Section 5.11 and; in each case,
if any such event, condition or circumstance could reasonably be expected to
have a Material Adverse Effect; or

            (l) (i) any Plan shall fail to satisfy the minimum funding standards
of ERISA or the Code for any plan year or part thereof or a waiver of such
standards or extension of any amortization period is sought or granted under
section 412 of the Code, (ii) a notice of intent to terminate any Plan shall
have been or is reasonably expected to be filed with the PBGC or the PBGC shall
have instituted proceedings under ERISA section 4042 to terminate or appoint a
trustee to administer any Plan or the PBGC shall have notified the Issuer or any
ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii)
the aggregate "amount of unfunded benefit liabilities" (within the meaning of
section 4001(a)(18) of ERISA) under all Plans, determined in accordance with
Title IV of ERISA, shall exceed $500,000, (iv) the Issuer or any ERISA Affiliate
shall have incurred or is reasonably expected to incur any liability pursuant to
Title I or IV of ERISA or the penalty or excise tax provisions of the Code
relating to employee benefit plans, (v) the Issuer or any ERISA Affiliate
withdraws from any Multiemployer Plan, or (vi) the Issuer or any Subsidiary
establishes or amends any employee welfare benefit plan that provides
post-employment welfare benefits in a manner that would increase the liability
of the Issuer or any Subsidiary thereunder; and any such event or events
described in clauses (i) through (vi) above, either individually or together
with any other such event or events, could reasonably be expected to have a
Material Adverse Effect (as used herein, the terms "employee benefit plan" and
"employee welfare benefit plan" shall have the respective meanings assigned to
such terms in section 3 of ERISA); or

            (m) a Change in Control shall have occurred without the consent of
the Majority Noteholders; provided that such Change in Control shall not result
in an Event of Default under this Section 10.1(m) if (i) the Notes are rated at
least "BBB-" by S&P or Fitch or "Baa3"


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by Moody's both prior to and after giving effect to such Change in Control and
(ii) prior to such Change in Control, the Collateral Agent receives evidence
that all consents and approvals required under the terms of the Material Project
Documents in connection with such Change in Control have been obtained; or

            (n) a breach of the Sponsor Covenant shall have occurred.

            Section 10.2. Remedies.

            (a) Upon the occurrence of any Event of Default described in
Section 10.1(f) with respect to the Issuer, the unpaid principal amount of all
Notes, together with the interest accrued thereon and all other amounts payable
by the Issuer under this Agreement in respect of each such Note, shall
automatically become immediately due and payable, together with, to the extent
permitted by law, an amount equal to the Additional Amount (as hereinafter
defined), without presentment, demand, protest or other requirements of any
kind, all of which are hereby expressly waived by the Issuer.

            (b) Upon the occurrence of any other Event of Default, the Majority
Noteholders may, by written notice to the Issuer, declare the unpaid principal
amount of all Notes to be, and the same shall forthwith become, due and payable,
together with the interest accrued thereon and all other amounts payable by the
Issuer under this Agreement in respect of each such Note and, to the extent
permitted by law, an amount equal to the Additional Amount in respect of each
such Note, without presentment, demand, protest or other requirements of any
kind, all of which are hereby expressly waived by the Issuer.

            For purposes of Section 10.2(a) and Section 10.2(b), the term
"Additional Amount" means an amount equal to the Make-Whole Amount that would
have been payable with respect to such Note if the Issuer had elected to prepay
such Note in full pursuant to Section 3.2(a) on the date of acceleration under
this Section 10.2. The Issuer acknowledges, and the parties hereto agree, that
each Noteholder has the right to maintain its investments in the Notes free from
repayment by the Issuer (except as specifically provided for in this Agreement)
and that the provision for payment of an Additional Amount by the Issuer in the
event that the Notes are prepaid or are accelerated as a result of an Event of
Default, is intended to provide compensation for the deprivation of such right
under such circumstances.

            (c) The provisions of this Section 10.2 are subject to the condition
that, if the Issuer shall pay all arrears of interest on the Notes and all
payments on account of the principal of and premium (if any) on the Notes which
shall have become due otherwise than by acceleration (with interest on such
principal, premium (if any) and, to the extent permitted by law, on overdue
payments of interest, at the rate specified in the Notes with respect to overdue
payments) and all Events of Default (other than nonpayment of principal of and
accrued interest on the Notes and amounts equal to the Additional Amount, due
and payable solely by virtue of acceleration) shall be remedied or waived
pursuant to Section 12, then, and in every such case, the Majority Noteholders,
by written notice to the Issuer, may rescind and annul any such


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acceleration and its consequences; but no such action shall affect any
subsequent Default or Event of Default or impair any right consequent thereon.

            (d) The Collateral Agent may, to the fullest extent permitted by
law, have a court having jurisdiction to appoint a receiver, which receiver
shall take charge and possession of and protect, preserve, replace and repair
the Collateral or any part thereof, and manage and operate the same, and receive
and collect all rents, income, receipts, royalties, revenues, issues and profits
therefrom. The Issuer hereby irrevocably consents and shall be deemed to have
hereby irrevocably consented to the appointment thereof, and upon such
appointment, the Issuer shall immediately deliver possession of such Collateral
to the receiver. The Issuer also irrevocably consents to the entry of an order
authorizing such receiver to invest upon interest any funds held or received by
the receiver in connection with such receivership. The Collateral Agent shall be
entitled to such appointment as a matter of right, if it shall so elect, without
the giving of notice to any other party and without regard to the adequacy of
the security of the Collateral.

            Section 10.3. Suits for Enforcement.

            (a) If any Default or Event of Default shall have occurred and be
continuing, and irrespective of whether any Notes have become or have been
declared immediately due and payable under Section 10.2, any Secured Party may
proceed to protect and enforce its rights, either by suit in equity or by action
at law, or other appropriate proceeding, whether for the specific performance of
any covenant or agreement contained in this Agreement or any Financing Document,
or for an injunction against a violation of any of the terms hereof or thereof,
or in aid of the exercise of any power granted in this Agreement or any
Financing Document by law, equity or otherwise, or any Secured Party may proceed
to enforce the payment of all sums due to such Secured Party, as the case may
be, or to enforce any other legal or equitable right of any Secured Party.

            (b) No recovery of any judgment or final decree by any Secured Party
and no levy of any execution under any such judgment upon any of the Collateral
shall in any manner or to any extent affect the obligations of the Subsidiary
Guarantors or MDEH under the Financing Documents or any rights, powers or
remedies of the Secured Parties, but the obligations of the Subsidiary
Guarantors or MDEH under the Financing Documents and all such rights, powers or
remedies shall continue unimpaired as before.

            (c) The Collateral Agent, in its own name, or as trustee of an
express trust, as the case may be, or in any one or more of such capacities
shall be entitled and empowered to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Secured Parties (whether such claims be based upon the provisions of this
Agreement or any Financing Document) allowed in any receivership, insolvency,
bankruptcy, moratorium, liquidation, readjustment, reorganization or any other
suit in equity, action at law or other judicial or administrative proceeding
relative to the Issuer, the


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Subsidiary Guarantors, MDEH or the creditors of the Issuer, the Subsidiary
Guarantors or MDEH, as the case may be, and any receiver, assignee, trustee,
liquidator, sequestrator (or other similar official) in any such judicial or
other proceeding is hereby authorized to make such payments to the Collateral
Agent and, in the event that the Collateral Agent shall consent to the making of
such payments directly to the Secured Parties, to pay to the Collateral Agent
any amount due to it for the reasonable compensation, expenses, disbursements
and advances of the Collateral Agent, its agents and counsel.

            (d) Except as otherwise required by applicable law, all proofs of
claim, rights of action and rights to assert claims under this Agreement or any
Note may be enforced by the Collateral Agent without the possession of such
Notes or the production thereof at any trial or other proceedings instituted by
the Collateral Agent.

            Section 10.4. Remedies Cumulative. No remedy conferred in this
Agreement or in any other Financing Document upon any Secured Party is intended
to be exclusive of any other remedy and each and every such remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute or otherwise.

            Section 10.5. Remedies Not Waived. No course of dealing between the
Issuer and any Secured Party and no delay or failure in exercising any rights
under this Agreement or under any other Financing Document in respect thereof
shall operate as a waiver of any of the rights of such Secured Party.

            SECTION 11. REGISTRATION, TRANSFER AND EXCHANGE OF NOTES.

            Section 11.1. Registration of Notes. The Issuer shall keep at the
principal executive office of the Collateral Agent a register for the
registration and registration of transfers of Notes. The name and address of
each Noteholder shall be registered in such register. Prior to due presentment
for registration of transfer and the Collateral Agent's receipt of written
notice thereof as set forth in Section 11.2, the Person in whose name any Note
shall be registered shall be deemed and treated as the owner and holder thereof
for all purposes hereof, and neither the Issuer nor the Collateral Agent shall
be affected or bound by, or required to act upon, any notice or knowledge to the
contrary. The Issuer shall give, or shall cause the Collateral Agent to give, to
any Noteholder promptly upon request therefor, a complete and correct copy of
the names and addresses of all registered holders of Notes.

            Section 11.2. Transfer and Exchange of Notes. Upon surrender of any
Note at the principal executive office of the Collateral Agent for registration
of transfer or exchange, the Issuer shall execute and deliver, at the Issuer's
expense (except as provided below), one or more new Chicago Notes or Las Vegas
Notes, as applicable, (as requested by the holder thereof) in exchange therefor,
in an aggregate principal amount equal to the unpaid principal amount of the
surrendered Note and shall provide prompt written notice of such action to the
Collateral Agent. Each such new Note shall be payable to such Person as such
holder may request and shall be


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substantially in the form of Exhibit A. Each such new Note shall be dated and
bear interest from the date to which interest shall have been paid on the
surrendered Note or dated the date of the surrendered Note if no interest shall
have been paid thereon. Notes shall not be transferred in denominations of less
than $500,000 unless the outstanding principal amount of such Note is less than
$500,000. Each Noteholder further agrees, and shall be deemed to have agreed by
its acceptance of a Note, that it will not transfer a Note to any transferee
unless such transferee executes and delivers an Assignment and Assumption
Certificate substantially in the form of Exhibit G hereto (and the Issuer shall
not issue new Notes unless and until it receives such written confirmation). In
addition, each Noteholder agrees that any Note surrendered for registration of
transfer in accordance with this Section 11.2 must be duly endorsed or
accompanied by a written instrument of transfer duly executed by the registered
holder of such Note or his attorney duly authorized in writing and accompanied
by the address for notices of each transferee of such Note or part thereof.

            Section 11.3. Replacement of Notes. Upon receipt by the Issuer of
evidence reasonably satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of any Note (which evidence shall be, in the case of
any Purchaser or an institutional investor, notice from such institutional
investor of such ownership and such loss, theft, destruction or mutilation), and

            (a) in the case of loss, theft or destruction, of indemnity
reasonably satisfactory to it (provided that if the holder of such Note is, or
is a nominee for, such Purchaser or another institutional investor, such
Person's own unsecured agreement of indemnity shall be deemed to be
satisfactory), the Issuer at its own expense shall execute and deliver, in lieu
thereof, a new Chicago Note or Las Vegas Note, as applicable, dated and bearing
interest from the date to which interest shall have been paid on such lost,
stolen or destroyed Note or dated the date of such lost, stolen or destroyed
Note if no interest shall have been paid thereon, or

            (b) in the case of mutilation, upon surrender and cancellation
thereof, the Issuer at the expense of the applicable Purchaser shall execute and
deliver, in lieu thereof, a new Chicago Note or Las Vegas Note, as applicable,
dated and bearing interest from the date to which interest shall have been paid
on such mutilated Note or dated the date of such mutilated Note if no interest
shall have been paid thereon.

            SECTION 12. AMENDMENT AND WAIVER.

            (a) Any provision of this Agreement or of the Notes may, with the
consent of the Issuer, be amended or waived (either generally or in a particular
instance and either retroactively or prospectively), by one or more
substantially concurrent written instruments signed by the Majority Noteholders;
provided that:

                  (i) no such amendment or waiver shall:


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                        (A) change the rate or time of payment of interest,
            fees, Make-Whole Amount or indemnification amounts in respect of any
            of the Notes, without the consent of each Noteholder so affected,

                        (B) modify any of the provisions of this Agreement or of
            the Notes with respect to the payment or prepayment of the Notes
            (including, without limitation, Section 3.6) or with respect to the
            payment of premium in respect of the Notes, or change the percentage
            of the principal amount of the Notes the holders of which are
            required to effectuate or rescind any acceleration under this
            Agreement, without the consent of all of the Noteholders,

                        (C) modify any provision of this Agreement or of the
            Notes with respect to this Section 12 or modify any provision of
            Section 16.8 (or the definition of any of the defined terms used
            herein or therein) without the consent of all of the Noteholders, or

                        (D) release any of the Collateral under the Security
            Documents without the consent of the holders of all the Notes then
            outstanding except for Property disposed of in accordance with
            Section 9.4(b);

                  (ii) no such waiver shall extend to or affect any obligation
      not expressly waived or impair any right consequent thereon; and

                  (iii) no such amendment shall be effective to alter the
      duties, rights or immunities, of the Collateral Agent unless and until the
      Collateral Agent shall have consented to such amendment in writing.

Each holder of a Note at the time or thereafter outstanding shall be bound by
any such amendment or waiver, whether or not a notation thereof shall have been
placed on the Note.

            (b) The Issuer shall not, and the Issuer shall not permit any of its
Affiliates to, solicit, request or negotiate for or with respect to any proposed
waiver or amendment of any of the provisions of this Agreement, the Notes or any
other Financing Document unless each Noteholder (irrespective of the principal
amount of Notes then held by it and at substantially the same time as each other
Noteholder) shall be informed thereof by the Issuer and shall be afforded the
opportunity of considering the same and shall be supplied by the Issuer with
sufficient information to enable it to make an informed decision with respect
thereto and any information delivered to any other Noteholder. The Issuer shall
not, and the Issuer shall not permit any of its Affiliates to, directly or
indirectly, pay or cause to be paid any remuneration, whether by way of
supplemental or additional interest, fee or otherwise, to any holder of a Note
as consideration for or as an inducement to the entering into by such holder of
any such amendment or waiver, unless such remuneration is concurrently paid, on
the same terms, ratably to all holders of all of the Notes then outstanding,
whether or not such holders shall have consented to such waiver or amendment.


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            The Issuer will deliver to each holder of a Note executed true and
correct copies of any amendment or waiver effected pursuant to this Section 12
promptly, and in any event within 15 days, following the date on which the same
shall have become effective.

            (c) For purposes of determining whether the holders of outstanding
Notes of the requisite unpaid principal amount at any time have taken any
action, given any consent or made any determination authorized or provided by
this Section 12 or otherwise by this Agreement, any Notes held by the Issuer or
any Affiliate thereof (whether or not acquired in violation of Section 3.6 or
otherwise) shall not be deemed to be outstanding.

            SECTION 13. HOME OFFICE PAYMENT.

            (a) Notwithstanding anything to the contrary in this Agreement or
the Notes, the Issuer will pay, and will instruct the Collateral Agent to pay,
all amounts, in accordance with the terms and conditions thereof and hereof,
which become due and payable under any Financing Document to any Noteholder, at
the address for such Noteholder, and in the manner, set forth in Schedule I
hereof by 11:00 a.m., New York City time, on the date any such amounts become
due, or at such other address and in such other manner as such Noteholder may
designate by notice to the Issuer and the Collateral Agent, without, in the case
of payment to any Noteholder, presentation or surrender of any Note held by such
Noteholder. Prior to the sale, transfer or other disposition of any Note, each
Noteholder will make notation thereon of the portion of the principal amount
prepaid and the date to which interest has been paid thereon, or surrender the
same in exchange for a Note or Notes aggregating the same principal amount as
the unpaid principal amount of the Note so surrendered.

            (b) Anything in this Agreement, any Note or any other Financing
Document to the contrary notwithstanding, if the payment of any amount in
respect of this Agreement, any Note or any other Financing Document is due on a
date (including, without limitation any Payment Date, the "Due Date") other than
a Business Day, such payment shall be made on the next succeeding Business Day
(and no additional interest shall be payable on any amount of principal of the
Notes so extended for the period of such extension); provided, that if the such
next succeeding Business Day is more than four days after the Due Date, such
payment shall be made on the Business Day next preceding the Due Date.

            SECTION 14. LIABILITIES OF THE PURCHASER. Neither this Agreement NOR
any disposition of any of the Notes shall be deemed to create any liability or
obligation of any Purchaser to enforce any provision hereof or of any of the
Notes or of any other Financing Document for the benefit or on behalf of any
other Person who may be a Noteholder.

            SECTION 15. TAXES. The Issuer will pay all stamp, documentary or
similar taxes which may be payable in respect of the execution, delivery or
enforcement of this Agreement or any other Financing Document (other than the
Notes) or of the execution, delivery or enforcement (but not the transfer) of
any of the Notes or of any amendment of, or waiver or


                                                         NOTE PURCHASE AGREEMENT

                                      -60-


consent under or with respect to, this Agreement or any other Financing Document
and will save the Purchaser harmless against any loss or liability resulting
from nonpayment or delay in payment of any such tax. The obligations of the
Issuer under this Section 15 shall survive the final payment or prepayment of
the Notes with respect to taxes incurred prior to such final payment or
prepayment.

            SECTION 16. MISCELLANEOUS.

            Section 16.1. Expenses. The Issuer agrees, whether or not the
transactions hereby contemplated shall be consummated, to pay all expenses
incident to such transactions, including all document production costs and other
expenses, the reasonable fees and disbursements of the Independent Insurance
Consultant, Independent Engineer and special counsel for the Purchasers with
respect to such transactions and all out-of-pocket expenses in connection with
the preparation, negotiation and execution by the Purchasers of the Financing
Documents, the creation and perfection of the Liens in the Collateral
contemplated by the Security Documents and the shipping to and from the
Purchasers' offices or the office of the nominees of the Purchasers any of the
Financing Documents and upon any exchange or substitution of a Note pursuant to
the provisions of the Notes or this Agreement, and to reimburse the Purchasers
for any out-of-pocket expenses in connection therewith. The Issuer also agrees
to pay all reasonable expenses incurred by each Noteholder (including reasonable
fees of a single special counsel to the Noteholders and the fees, expenses and
disbursements of a single investment bank or other firm acting as financial
advisor for the Secured Parties) in connection with any amendment or requested
amendment of, or waiver or consent or requested waiver or consent under or with
respect to, this Agreement or any other Financing Document, whether or not the
same shall become effective, and all expenses incurred by each Noteholder
(including reasonable fees of a single special counsel to the Noteholders and
the fees, expenses and disbursements of a single investment bank or other firm
acting as financial advisor for the Secured Parties)) incurred in connection
with the preservation of any Lien or realization on or pursuit of remedies with
respect to any Collateral (including without limitation in connection with any
inspection, examination or discussion referred to in Section 8) following the
occurrence and during the continuance of any Event of Default or any workout,
restructuring or similar negotiations relating to the Notes. The obligations of
the Issuer under this Section shall survive the payment or prepayment of the
Notes.

            In furtherance of the foregoing, on the Closing Date and the Second
Disbursement Date, the Issuer shall pay or cause to be paid the reasonable fees
and disbursements of special counsel for the Purchasers which are reflected in
the statements of such counsel submitted to the Issuer at least one Business Day
prior to the Closing Date or the Second Disbursement Date, as applicable. The
Issuer shall also pay or cause to be paid, promptly upon receipt of supplemental
statements therefor delivered within 120 days of the Closing Date or the Second
Disbursement Date, as applicable, additional reasonable fees, if any, and
disbursements of such special counsel in connection with the transactions hereby
contemplated (including disbursements unposted as of the Closing Date or the
Second Disbursement Date, as applicable).


                                                         NOTE PURCHASE AGREEMENT

                                      -61-


            Section 16.2. Reliance on Representations and Warranties. The
parties hereby acknowledge and agree that each Purchaser is relying on the
agreements, representations and warranties of the Issuer set forth in this
Agreement and in any certificates or other instruments delivered pursuant to
this Agreement, and the rights of such Purchaser under this Agreement shall not
be affected by any investigation heretofore or hereafter made by any Purchaser
or on behalf of any Purchaser.

            Section 16.3. Successors and Assigns. This Agreement shall bind and
inure to the benefit of and be enforceable by the Issuer and its permitted
successors and assigns hereunder, the Purchasers and their respective successors
and assigns, and, in addition, shall inure to the benefit of and be enforceable
by all Noteholders from time to time.

            Section 16.4. Communications. All notices and other communications
provided for in this Agreement shall be sent, if practicable, by confirmed
telecopy (with hard copy sent on the same day by overnight courier) and,
otherwise, by overnight courier service prepaid to a Person at its address
specified below and shall be deemed effective when received. A communication
shall be addressed, until such time as a Person shall have notified the other
parties and holders of Notes of a change of address:

            (A) if to the Issuer, at:

                  Macquarie District Energy, Inc.
                  600 Fifth Avenue
                  21st Floor
                  New York, NY  10020
                  Attention:  Wendy Adams, Secretary/Treasurer
                  Telephone:  212-548-6525
                  Facsimile:  212-399-8930

            (B) if to a Purchaser, at the address specified therefor in Schedule
      I; provided that whenever the Issuer is required to give notice to, or to
      make any delivery to, all of the Secured Parties or all of the Purchasers,
      such obligations shall be satisfied by notice to, or delivery to, the
      Collateral Agent.


            Section 16.5. Indemnification. The Issuer agrees to indemnify,
exonerate and hold each Secured Party and each of their respective trustees,
officers, directors, employees and agents (collectively herein called the
"Indemnitees" and individually called an "Indemnitee") free and harmless on
demand from and against any and all actions, causes of action, suits, losses,
liabilities and damages, and expenses in connection therewith, including without
limitation reasonable counsel fees and disbursements (collectively herein called
the "Indemnified Liabilities") incurred by the Indemnitees or any of them as a
result of, or arising out of, or relating to any transaction financed or to be
financed in whole or in part directly or indirectly with proceeds from the sale
of any of the Notes, or the execution, delivery, performance or enforcement of
this Agreement or any other Transaction Document or any instrument



                                                         NOTE PURCHASE AGREEMENT

                                      -62-


contemplated hereby or thereby by any of the Indemnitees, except for any such
Indemnified Liabilities arising on account of such Indemnitee's gross negligence
or willful misconduct, and if and to the extent the foregoing undertaking may be
unenforceable for any reason, the Issuer agrees to make the maximum contribution
to the payment and satisfaction of each of the Indemnified Liabilities which is
permissible under applicable law.

            Without limiting the generality of the foregoing, the Issuer will
indemnify each Indemnitee from and hold each Indemnitee harmless on demand
against any losses, liabilities, claims, damages or expenses described in the
preceding paragraph (but excluding, as provided in the preceding paragraph, any
loss, liability, claim, damage or expense incurred by reason of the gross
negligence or willful misconduct of such Indemnitee) arising under any
Environmental Law as a result of (i) the past, present or future operations of,
or conditions at, any site or facility owned, operated or leased by the Issuer
or its Subsidiaries (or any predecessor in interest to the Issuer or its
Subsidiaries), or (ii) any Release (actual or threatened) of any Hazardous
Materials related to or from, at or to any such site or facility, or (iii) any
Environmental Claim. All obligations of the Issuer under this Section 16.5 shall
survive the payment of the Notes.

            Section 16.6. Limitation of Liability. It is understood that the
sole recourse of the holders of the Notes in respect of the obligations of the
Issuer under this Agreement shall be limited to the Issuer, the Subsidiary
Guarantors, and to the Collateral under the Security Documents and, except as
aforesaid, no recourse shall be had against any Person other than the Issuer and
the Subsidiary Guarantors for the payment of principal of or premium, if any, or
interest on the Notes, or for any claim based thereon or otherwise in respect
thereof or based on or in respect to any agreement, certificate, representation,
covenant or warranty made by the Issuer in this Agreement or in any of the other
Financing Documents (without prejudice to the rights of the Noteholders and the
Collateral Agent for any claims for Restricted Payments made in violation of
Section 9.11). Notwithstanding the foregoing, (a) any Secured Party shall be
entitled to bring suit against any Person for the purpose of obtaining
jurisdiction over the Issuer or any Subsidiary Guarantor and (b) nothing in this
Section 16.6 shall be deemed to release any person from liability for such
Person's (i) fraudulent actions, (ii) material misrepresentation, (iii) gross
negligence or (iv) willful misconduct; and nothing in this Section 16.6 will
affect or diminish the obligations of any Person under or in respect of each
Transaction Document to which it is, or is intended to be, a party.

            Section 16.7. JURISDICTION AND PROCESS. THE ISSUER AGREES THAT ANY
LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER FINANCING DOCUMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH
OR THEREWITH, OR ANY LEGAL ACTION OR PROCEEDING TO EXECUTE OR OTHERWISE ENFORCE
ANY JUDGMENT OBTAINED AGAINST THE ISSUER, FOR BREACH HEREOF OR THEREOF, OR
AGAINST ANY OF ITS PROPERTIES, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW
YORK OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK
BY ANY SECURED PARTY OR ON BEHALF OF SUCH SECURED PARTY, AS SUCH SECURED PARTY
MAY ELECT, AND THE ISSUER


                                                         NOTE PURCHASE AGREEMENT

                                      -63-


HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION
OF SUCH COURTS FOR PURPOSES OF ANY SUCH LEGAL ACTION OR PROCEEDING. THE ISSUER
HEREBY AGREES THAT SERVICE OF PROCESS IN ANY SUCH PROCEEDING MAY BE EFFECTED BY
MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY
SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO IT AT ITS ADDRESS SPECIFIED IN
Section 16.4 OR AT SUCH OTHER ADDRESS OF WHICH EACH HOLDER OF A NOTE SHALL HAVE
BEEN NOTIFIED PURSUANT THERETO. IN ADDITION, THE ISSUER HEREBY IRREVOCABLY
WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT EXECUTED IN
CONNECTION HEREWITH OR THEREWITH BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND
ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.

            Section 16.8. Confidentiality. The Purchasers will maintain the
confidentiality of Confidential Information (as defined herein) in accordance
with procedures adopted by such Person in good faith to protect confidential
information of third parties delivered to it, provided that any Purchaser may
deliver or disclose Confidential Information to (i) its directors, officers,
employees, agents, attorneys, affiliates and beneficial owners, (to the extent
such disclosure reasonably relates to the administration of the investment
represented by its Notes or other Investment in the Issuer), (ii) its financial
advisors and other professional advisors who agree to hold confidential the
Confidential Information substantially in accordance with the terms of this
Section 16.8, (iii) any Noteholder, (iv) in the case of any Purchaser, any
institutional investor to which the Purchaser sells or offers to sell any Note
or any part thereof or any participation therein (if such Person has agreed in
writing prior to its receipt of such Confidential Information to be bound by the
provisions of this Section 16.8), (v) any Person from which the Purchaser offers
to purchase any security of the Issuer (if such Person has agreed in writing
prior to its receipt of such Confidential Information to be bound by the
provisions of this Section 16.8), (vi) any federal or state regulatory authority
having jurisdiction over such Person, (vii) the National Association of
Insurance Commissioners or any similar organization, or any nationally
recognized rating agency that requires access to information about its
investment portfolio, or (viii) any other Person to which such delivery or
disclosure may be necessary (w) to effect compliance with any law, rule,
regulation or order applicable to such Person, (x) in response to any subpoena
or other legal process, (y) in connection with any litigation to which the
Purchaser is a party or (z) if an Event of Default has occurred and is
continuing, to the extent the Purchaser may reasonably determine such delivery
and disclosure to be necessary or appropriate in the enforcement or for the
protection of its rights and remedies under its Notes or this Agreement. If, in
connection with a subpoena or other legal process or in connection with any
litigation to which such Purchaser is a party (but not in any event in
connection with any regulatory oversight), a Purchaser is requested to provide
(by oral questions, interrogatories, requests for information or documents in
legal


                                                         NOTE PURCHASE AGREEMENT

                                      -64-


proceedings, subpoena, civil investigative demand or other similar process) or
is required by operation of law to disclose any Confidential Information, such
Purchaser shall provide the Issuer with prompt written notice of such request or
requirement, which notice shall, if practicable, be given before such Purchaser
makes such disclosure. Each Noteholder (or holder of a beneficial interest in a
Note), by its acceptance of a Note (or such beneficial interest), will be deemed
to have agreed to be bound by and to be entitled to the benefits of this
Section 16.8 as though it were a party to this Agreement. On reasonable request
by the Issuer in connection with the delivery to any Noteholder of information
required to be delivered to such Noteholder under this Agreement or requested by
such Noteholder (other than a Noteholder that is a party to this Agreement or
its nominee), such Noteholder (or holder of a beneficial interest in a Note)
will enter into an agreement with the Issuer embodying the provisions of this
Section 16.8.

            For the purposes of this Section 16.8, "Confidential Information"
means information delivered to any Purchaser or any Noteholder (or holder of a
beneficial interest in a Note) by or on behalf of the Issuer or its Subsidiaries
in connection with the transactions contemplated by or otherwise pursuant to
this Agreement or any other Financing Document that is proprietary in nature,
provided that such term does not include information that (a) was publicly known
or otherwise known to such Person prior to the time of such disclosure, (b)
subsequently becomes publicly known through no act or omission by such Person or
any other Person acting on its behalf, (c) otherwise becomes known to such
Person other than through disclosure by the Issuer or any Partner or (d)
constitutes financial statements delivered under Section 7 that are otherwise
publicly available.

            Section 16.9. Governing Law.  This Agreement and the Notes shall be
governed by and construed in accordance with the laws of the State of New
York applicable to contracts made and to be performed in New York.

            Section 16.10. Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect any of the
terms hereof.

            Section 16.11. Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed to be an original but all of
which together shall constitute one and the same instrument.

            Section 16.12. Severability. In case any one or more of the
provisions contained in this Agreement or in any instrument contemplated hereby,
or any application thereof, shall be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein and therein, and any other application thereof, shall not in
any way be affected or impaired thereby.


                                                         NOTE PURCHASE AGREEMENT



            If you are in agreement with the foregoing, please sign the form of
acceptance in the space provided below whereupon this Agreement shall become a
binding agreement between the Purchaser and the Issuer.

                              Very truly yours,

                              MACQUARIE DISTRICT ENERGY, INC.



                              By:  /s/ Michael Dorrell
                                   -------------------------------------
                                     Name:  Michael Dorrell
                                     Title: Authorized Signatory



                              By:  /s/ Murray Bleach
                                   -------------------------------------
                                     Name:  Murray Bleach
                                     Title: Authorized Signatory



                                                         NOTE PURCHASE AGREEMENT

                                      -66-



JOHN HANCOCK LIFE INSURANCE COMPANY



By:  /s/ Gerald C. Hanrahan
     -------------------------------------
    Name:  Gerald C. Hanrahan
    Title: Managing Director




JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY



By:  /s/ Gerald C. Hanrahan
     -------------------------------------
    Name:  Gerald C. Hanrahan
    Title: Authorized Signatory




THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)



By:  /s/ C. Paul English
     -------------------------------------
    Name:  C. Paul English
    Title: Authorized Signatory






                                      -67-



ALLSTATE LIFE INSURANCE COMPANY



By:  /s/ W.R. Schmidt
     -------------------------------------
    Name:  W.R. Schmidt

    Title:




By:  /s/ [ILLEGIBLE]
     -------------------------------------
    Name:

    Title:




ALLSTATE INSURANCE COMPANY



By:  /s/ W.R. Schmidt
     -------------------------------------
    Name:  W.R. Schmidt

    Title:




By:  /s/ [ILLEGIBLE]
     -------------------------------------
    Name:

    Title:




                                                                         ANNEX I

                  DEFINITIONS; INTERPRETATION OF THIS AGREEMENT

            A. Certain Definitions. Except as otherwise specified or as the
context may otherwise require, the following terms shall have the respective
meanings set forth below whenever used in the Note Purchase Agreement:


600 W. CHICAGO PREMISES:    As defined in Section 5.12 of the Note Purchase
                            Agreement.

ACCESSION AGREEMENTS:       The Accession Agreements to the Agency, Disbursement
                            and Control Agreement, substantially in the form of
                            Exhibit E to the Agency, Disbursement and Control
                            Agreement.

ACCOUNTS:                   As defined in the Agency, Disbursement and Control
                            Agreement.

ACQUISITION CLOSING DATES:  The date of the closing of the acquisition of the
                            Chicago District Energy Project by the Issuer and
                            the date of the closing of the acquisition of the
                            Las Vegas District Energy Project by the Issuer.

ADDITIONAL AMOUNT:          As defined in Section 10.2 of the Note Purchase
                            Agreement.

ADDITIONAL INDEBTEDNESS:    Indebtedness of the Issuer incurred pursuant to the
                            Credit Agreement (including, without duplication,
                            reimbursement obligations (contingent or otherwise)
                            with respect to letters of credit issued pursuant to
                            the Credit Agreement) or, if the Credit Agreement
                            has been terminated, any other Indebtedness of the
                            Issuer that is incurred in addition to the Notes
                            (other than Qualifying Capital Expansion
                            Indebtedness and Subordinated Debt), in each case,
                            with an aggregate principal amount at any one time
                            outstanding of not more than $20,000,000.

ADDITIONAL PROJECT
DOCUMENT:                   All service agreements of the Issuer or any of its
                            Subsidiaries entered into after the Closing Date and
                            all other agreements of the Issuer or such
                            Subsidiary requiring payments or having a value of
                            $1,000,000 or more in any given year.

AFFECTED PROPERTY:          With respect to any Event of Loss, the Property of
                            the Issuer or any of its Subsidiaries lost,
                            destroyed, damaged, condemned or otherwise taken as
                            a result of such Event of Loss.

AFFILIATE:                  Of any designated Person means (i) any director,
                            officer or employee of such Person or (ii) any other
                            Person which, directly or indirectly, controls or is
                            controlled by or is under

                                      - 2 -


                            common control with such designated Person (and
                            includes, without limitation, as to the Issuer, any
                            Person managed by Macquarie or any Affiliate of
                            Macquarie). For the purposes of this definition,
                            "control" (including, with correlative meanings, the
                            terms "controlled by" and "under common control
                            with"), as used with respect to any Person, means
                            the possession, directly or indirectly, of the power
                            to direct or cause the direction of the management
                            and policies of such Person, whether through the
                            ownership of voting securities or by contract or
                            otherwise, provided that, in any event, any Person
                            that owns directly or indirectly securities having
                            5% or more of the voting power for the election of
                            directors or other governing body of a corporation
                            or 5% or more of the partnership or other ownership
                            interests of any other Person (other than as a
                            limited partner of such other Person) will be deemed
                            to control such corporation or other Person.

AFFILIATE SUBORDINATED      Indebtedness of the Issuer to any Affiliate that is
DEBT:                       (i) subordinated in right of payment to the Notes on
                            terms set forth in Exhibit H to the Note Purchase
                            Agreement and (ii) repaid out of distributions
                            permitted under Section 9.11 of the Note Purchase
                            Agreement.

AGENCY, DISBURSEMENT AND
CONTROL AGREEMENT:          The Agency, Disbursement and Control Agreement,
                            dated as of the date of the Note Purchase Agreement,
                            among the Issuer, the Purchasers, LaSalle Bank
                            National Association (in its capacities as
                            collateral agent, securities intermediary and
                            deposit account bank), LaSalle Bank National
                            Association (in its individual capacity as a bank),
                            and each subsequent obligor from time to time party
                            thereto, substantially in the form of Exhibit B to
                            the Note Purchase Agreement.

ALADDIN BAZAAR:             Aladdin Bazaar, LLC, a limited liability company
                            organized under the law  of the State of Delaware.

ALADDIN ENERGY SERVICES
AGREEMENTS:                 Energy Service Agreement dated as of September 24,
                            1998 between Aladdin Gaming and Northwind Aladdin,
                            as amended by Amendment 1 on September 25, 1998,
                            Amendment 2 on May 28, 1999, Amendment 3 on May 28,
                            1999 and Amendment 4 in December 2002, and the
                            Energy Service Agreement dated as of September 24,
                            1998 between Aladdin Bazaar and Northwind Aladdin,
                            as amended by Amendment 1 on May 28, 1999, Amendment
                            2 on May 28,

                                     - 3 -


                            1999 and Amendment 3 on May 28, 1999, each as
                            further amended, supplemented or modified from time
                            to time in accordance with the terms thereof.

ALADDIN GAMING:             Aladdin Gaming, LLC, a limited liability company
                            organized under the law of the State of Nevada.

ALADDIN INDEMNITY:          As defined in Section 9.19(d) of the Note Purchase
                            Agreement.

ALADDIN LEASE:              Lease Agreement dated as of December 3, 1997 between
                            Aladdin Gaming, LLC and Northwind Aladdin, LLC
                            amended by Amendment 1 on September 25, 1998,
                            Amendment 2 on May 28, 1999, Amendment 3 on May 28,
                            1999 and Amendment 4 in December 2002, as further
                            amended, supplemented or modified from time to time
                            in accordance with the terms thereof.

ASSIGNMENT OF RENTS AND     (a) The Assignment of Rents and Leases (Plant 1),
LEASES:                     dated as of the date hereof by LaSalle Bank, N.A.,
                            not personally but as successor trustee to American
                            National Bank and Trust Company of Chicago, not
                            personally but solely as trustee under Trust
                            Agreement dated April 29, 1993 and known as Trust
                            No. 116920-01, to and for the benefit of LaSalle
                            Bank National Association, in its capacity as
                            Collateral Agent, (b) the Assignment of Rents and
                            Leases (Plant 2), dated as of the date hereof by
                            Chicago Title Land Trust Company, not personally but
                            as trustee under Trust Agreement dated April 26,
                            1994 and known as Trust Number 1099363, to and for
                            the benefit of LaSalle Bank National Association, in
                            its capacity as Collateral Agent, (c) the Assignment
                            of Rents and Leases (Plant 4B), dated as of the date
                            hereof by Northwind Chicago, to and for the benefit
                            of LaSalle Bank National Association, in its
                            capacity as Collateral Agent and (d) the Assignment
                            of Rents and Leases (Plants 3, 4A, and 5 and Various
                            Easements) dated as of the date hereof by MDE
                            Thermal, to and for the benefit of LaSalle Bank
                            National Association, in its capacity as Collateral
                            Agent.

AUDITED CHICAGO FINANCIAL
STATEMENTS:                 As defined in Section 4.2(n) of the Note Purchase
                            Agreement.

AUDITED NEVADA FINANCIAL
STATEMENTS:                 As defined in Section 4.3(m) of the Note Purchase
                            Agreement.

                                     - 4 -


AUTHORIZED INVESTMENTS:     Any of the following that are, in each case,
                            denominated in U.S. dollars and in which a
                            first-priority security interest may be created and
                            perfected:

                                  (i) direct obligations of, or obligations the
                            principal of and interest on which are
                            unconditionally guaranteed by, the United States, or
                            any agency of the United States, and which mature
                            (or are capable of redemption) within three months
                            from the date of acquisition thereof;

                                  (ii) commercial paper of any corporation with
                            a maturity not in excess of 90 days from the date of
                            acquisition thereof and rated at least "A-1" by
                            Standard & Poor's or Fitch or "P-1" by Moody's or
                            the equivalent rating under any successor rating
                            system or by any successor rating services;

                                  (iii) negotiable or non-negotiable time
                            certificates of deposit, demand deposits and time
                            deposits maturing (or capable of redemption by the
                            holder thereof) within 90 days from the date of the
                            acquisition thereof, that are issued, accepted or
                            guaranteed by any bank or any domestic office of a
                            commercial bank in the United States which has a
                            combined capital and surplus and undivided profits
                            of not less than $250,000,000 and whose long-term
                            debt is rated (or whose bank holding company
                            parent's long-term debt is rated) at least "A" by
                            Standard & Poor's or Fitch or "A-2" by Moody's or
                            the equivalent rating under any successor rating
                            system or by any successor rating services;
                            negotiable or non-negotiable time certificates of
                            deposit, demand deposits and time deposits maturing
                            (or capable of redemption by the holder thereof)
                            within 90 days from the date of the acquisition
                            thereof, that are issued, accepted or guaranteed by
                            any bank or any domestic office of a commercial bank
                            in the United States which has a combined capital
                            and surplus and undivided profits of not less than
                            $250,000,000 and whose long-term debt is rated (or
                            whose bank holding company parent's long-term debt
                            is rated) at least "A" by Standard & Poor's or Fitch
                            or "A-2" by Moody's or the equivalent rating under
                            any successor rating system or by any successor
                            rating services;

                                  (iv) money market funds having a rating by
                            Fitch, Standard & Poor's or Moody's in the highest
                            investment category granted thereby at the time of
                            acquisition; and

                                     - 5 -


                                  (v)   other investment instruments approved in
                            writing by the Majority Noteholders.

AUTHORIZED OFFICER:         For any Person that is a corporation or a limited
                            liability company, the Chairman, the President, any
                            Vice President or the Chief Financial Officer of
                            such Person, and for any Person that is a
                            partnership, the general partner or managing partner
                            of such Person or officer thereof responsible for
                            its financial affairs, in each case whose name
                            appears on a certificate of incumbency of such
                            Person delivered under this Agreement, as such
                            certificate may be amended from time to time.

BANKRUPTCY:                 With respect to any Person, shall mean the
                            occurrence of any of the following events,
                            conditions or circumstances: (a) such Person shall
                            file a voluntary petition in bankruptcy or shall be
                            adjudicated a bankrupt or insolvent, or shall file
                            any petition or answer or consent seeking any
                            reorganization, arrangement, composition,
                            readjustment, liquidation, dissolution or similar
                            relief for itself under the Bankruptcy Code or any
                            present or future applicable federal, state or other
                            statute or law relating to bankruptcy, insolvency,
                            reorganization or other relief for debtors, or shall
                            seek or consent to or acquiesce in the appointment
                            of any trustee, receiver, conservator or liquidator
                            of such Person or of all or any substantial part of
                            its properties (the term "acquiesce," as used in
                            this definition, includes the failure to file a
                            petition or motion to vacate or discharge any order,
                            judgment or decree within 10 days after entry of
                            such order, judgment or decree); (b) an involuntary
                            case or other proceeding shall be commenced against
                            such Person seeking any reorganization, arrangement,
                            composition, readjustment, liquidation, dissolution
                            or similar relief with respect to such Person or its
                            debts under the Bankruptcy Code or any present or
                            future applicable federal, state or other statute or
                            law relating to bankruptcy, insolvency,
                            reorganization or other relief for debtors, or
                            seeking the appointment of a trustee, receiver,
                            liquidator, custodian or other similar official of
                            it or any substantial part of its property, and such
                            involuntary case or other proceeding shall remain
                            undismissed or unstayed for a period of 60
                            consecutive days, (c) a court of competent
                            jurisdiction shall enter an order, judgment or
                            decree approving a petition filed against such
                            Person seeking a reorganization, arrangement,
                            composition, readjustment, liquidation, dissolution
                            or similar relief under the Bankruptcy

                                     - 6 -


                            Code, or any other present or future applicable
                            federal, state or other statute or law relating to
                            bankruptcy, insolvency, reorganization or other
                            relief for debtors, and such Person shall acquiesce
                            in the entry of such order, judgment or decree or
                            such order, judgment or decree shall remain
                            unvacated and unstayed for an aggregate of 60 days
                            (whether or not consecutive) from the date of entry
                            thereof, or any trustee, receiver, conservator or
                            liquidator of such Person or of all or any
                            substantial part of its property shall be appointed
                            without the consent or acquiescence of such Person
                            and such appointment shall remain unvacated and
                            unstayed for an aggregate of 60 days (whether or not
                            consecutive); (d) such Person shall admit in writing
                            its inability to pay its debts as they mature or
                            shall generally not be paying its debts as they
                            become due; (e) such Person shall make an assignment
                            for the benefit of creditors or take any other
                            similar action for the protection or benefit of
                            creditors or (f) such Person shall take any
                            corporate or partnership action for the purpose of
                            effecting any of the foregoing.

BANKRUPTCY CODE:            The United States Bankruptcy Reform Act of 1978, as
                            amended, to the extent codified in Title 11 of the
                            United States Code.

BASE CASE FORECAST:         Financial projections for the Issuer and its
                            Subsidiaries dated the Closing Date prepared by the
                            Issuer in form and substance reasonably acceptable
                            to the Purchasers (after consultation with the
                            Independent Engineer), certified by an Authorized
                            Officer of the Issuer to the effect that such
                            projections were made in good faith and the
                            assumptions on the basis of which such projections
                            were made are reasonable as of the Closing Date and
                            are consistent with the currently existing Project
                            Documents and including an express acknowledgement
                            that the Base Case Forecast is a projection.

BUSINESS DAY:               Any day except a Saturday or Sunday or other day on
                            which commercial banks are required or authorized to
                            remain closed in New York, New York.

CAPITAL EXPENDITURES:       For any period, expenditures (including the
                            aggregate amount of Capital Lease Obligations
                            incurred during such period) made by the Issuer or
                            its Subsidiaries to acquire or construct fixed
                            assets, plant and equipment (including renewals,
                            improvements and replacements, but excluding
                            ordinary course replacement and repairs) during such
                            period computed

                                     - 7 -


                            in accordance with GAAP. For the avoidance of doubt,
                            "Capital Expenditures" shall not include any Major
                            Maintenance Expenditures.

CAPITAL LEASE OBLIGATIONS:  For any Person, all obligations of such Person to
                            pay rent or other amounts under a lease of (or other
                            agreement conveying the right to use) property to
                            the extent such obligations are required to be
                            classified and accounted for as a capital lease or
                            finance lease on a balance sheet of such Person.

CASH FLOW:                  With respect to the Issuer for any period means,
                            without duplication and on a consolidated basis, the
                            excess (if any) of: (a) the sum of (i) all Revenues
                            for such period plus (ii) contributions to capital
                            fully paid in cash received during such period (but
                            only to the extent such contributions to capital are
                            used to fund Permitted Capital Expenditures) over
                            (b) the sum of (i) Operating Costs for such period
                            plus (ii) Major Maintenance Expenditures for such
                            period plus (iii) Capital Expenditures paid in such
                            period plus (iv) Taxes actually reserved against or
                            paid by or on behalf of the Issuer (without
                            duplication) in such period.

CHANGE IN CONTROL:          Macquarie shall have ceased to own and control,
                            directly or indirectly, beneficially and of record
                            at least 50% of the equity interests in the Issuer
                            and at least 50% of the Voting Interests in the
                            Issuer; provided that no Change in Control shall
                            occur if the Issuer is owned and controlled,
                            directly or indirectly, by Macquarie Infrastructure
                            Assets Trust or a similar Person, at least 50% of
                            the equity of which is widely held, unless Macquarie
                            Infrastructure Assets Trust or such Person is not
                            actively managed, directly or indirectly, solely by
                            Macquarie.

CHICAGO AIRPORT ENERGY
DELIVERY AGREEMENT:         Energy Delivery Agreement dated as of March 31, 1998
                            between Unicom Thermal Technologies, Inc. (formerly
                            Northwind, Inc.) and the City of Chicago, as amended
                            by the First Amendment dated as of January 1, 1999,
                            as further amended, supplemented or modified from
                            time to time in accordance with the terms thereof.

CHICAGO DISTRICT ENERGY
PROJECT:                    The district energy facilities servicing the central
                            business district of Chicago and Chicago Midway
                            Airport.

                                     - 8 -


CHICAGO NOTES:              As defined in Section 1.2 of the Note Purchase
                            Agreement.

CHICAGO STOCK PURCHASE
AGREEMENT:                  Stock Purchase Agreement (Chicago) dated as of
                            December 12, 2003, by and among the Issuer, MDEH,
                            Macquarie, Exelon Corporation and Exelon Thermal
                            Holdings, Inc.

CHICAGO USE AGREEMENT:      District Cooling System Use Agreement dated as of
                            October 1, 1994 between MDE Thermal Technologies,
                            Inc. (formerly Northwind, Inc.) and the City of
                            Chicago, pursuant to an Ordinance of the City
                            Council of the City of Chicago, Illinois passed on
                            September 14, 1994, as amended by Amendments No.
                            1-22 to such agreement, as further amended,
                            supplemented or modified from time to time in
                            accordance with the terms thereof.

CLOSING DATE:               As defined in Section 1.4 of the Note Purchase
                            Agreement.

CODE:                       The United States Internal Revenue Code of 1986, as
                            amended.

COLLATERAL:                 As defined in the Security Documents.

COLLATERAL AGENT:           LaSalle Bank National Association, a national
                            banking association, organized and existing under
                            the laws of the United States of America, in its
                            capacity as Collateral Agent for the Secured
                            Parties.

CONFIDENTIAL INFORMATION:   As defined in Section 16.8 of the Note Purchase
                            Agreement.

CONSENTS:                   The consents and agreements, in substantially the
                            form of Exhibit F to the Note Purchase Agreement.

CREDIT AGREEMENT:           The Credit Agreement dated as of the date hereof
                            between the Issuer and LaSalle Bank National
                            Association, in its individual capacity.

DEBT SERVICE:               For any period and on a consolidated basis, the sum
                            (determined without duplication in accordance with
                            GAAP), of the following: (i) all payments of
                            principal of Indebtedness scheduled to be made by
                            the Issuer and its Subsidiaries during such period
                            (other than Subordinated Debt) plus (ii) all
                            interest in respect of Indebtedness of the Issuer
                            and its Subsidiaries (other than Subordinated Debt)
                            accrued or capitalized during such period (whether
                            or not actually paid

                                     - 9 -


                            during such period) plus (iii) Make-Whole Amount, if
                            any.

DEBT SERVICE COVERAGE
RATIO:                      For any period, in respect of the Issuer and its
                            Subsidiaries, the ratio of Cash Flow for such period
                            to Debt Service for such period.

DEBT SERVICE RESERVE
ACCOUNT:                    As defined in the Agency, Disbursement and Control
                            Agreement.

DEBT SERVICE RESERVE
ACCOUNT BALANCE:            As defined in the Agency, Disbursement and Control
                            Agreement.

DEFAULT:                    Any event or condition which constitutes an Event of
                            Default or which upon notice, lapse of time or both
                            would, unless cured or waived, become an Event of
                            Default.

DEFAULT RATE:               As of any date, for any Note, the applicable
                            interest rate with respect to such Note as of such
                            date plus 2%.


DEPARTMENT OF TREASURY
RULE:                       As defined in Section 5.11(c) of the Note Purchase
                            Agreement.


DISBURSEMENT:               As defined in Section 1.3 of the Note Purchase
                            Agreement.

DISBURSEMENT SCHEDULE:      As defined in Section 1.3 of the Note Purchase
                            Agreement.

DISTRIBUTION ACCOUNT:       As defined in the Agency, Disbursement and Control
                            Agreement.

DISTRICT ENERGY PROJECTS:   The Chicago District Energy Project and the Las
                            Vegas District Energy Project.

DUE DATE:                   As defined in Section 13(b) of the Note Purchase
                            Agreement.

ENERGY SERVICES
COORDINATION AGREEMENT:     The Energy Services Coordination Agreement dated as
                            of May 28, 1999 between Aladdin Gaming and Aladdin
                            Bazaar.

ENVIRONMENTAL ACTIVITY:     Any actual, proposed or threatened use, storage,
                            holding, existence, release, emission, discharge,
                            generation, processing, abatement, removal,
                            disposition, disposal, handling or transportation of
                            any Hazardous Material from, at, to, upon, around,
                            in, under or above any property,

                                     - 10 -


                            including the District Energy Projects or the
                            Project Sites, or otherwise relating to any property
                            or the use of any property, or any use of any
                            property which affects any wetlands, or any other
                            activity or occurrence that causes or would cause
                            any of the foregoing to exist or occur.

ENVIRONMENTAL CLAIM:        Any oral or written notice, claim or demand
                            (collectively, a "claim") by any Person alleging or
                            asserting liability for investigatory costs, cleanup
                            or other remedial costs, legal costs, environmental
                            consulting costs, governmental response costs,
                            damages to natural resources or other property,
                            personal injuries, fines or penalties related to (i)
                            the presence, or release into the environment, of
                            any Hazardous Material at any location, whether or
                            not owned by the Person against whom such claim is
                            made, or (ii) any violation of, or alleged violation
                            of, or liability arising under any Environmental
                            Law. The term "Environmental Claim" shall include,
                            without limitation, any claim by any Person or
                            Governmental Authority for investigation,
                            enforcement, cleanup, removal, response, remedial or
                            other actions or damages pursuant to any
                            Environmental Law, and any claim by any third party
                            seeking damages, contribution, indemnification, cost
                            recovery, compensation or injunctive relief under
                            any Environmental Law.

ENVIRONMENTAL LAW:          All national, state, and local statutes, laws,
                            regulations, ordinances, rules, judgments, orders,
                            decrees, common law, permits, concessions, grants,
                            franchises, licenses, agreements or other
                            governmental restrictions now or hereafter in
                            effect, in each case as modified and supplemented
                            and in effect from time to time, including any
                            judicial or administrative order, consent decree or
                            judgment, relating to the regulation, use or
                            protection of the environment (including subsurface
                            strata) or to emissions, discharges, Releases or
                            threatened Releases of Hazardous Materials into the
                            environment, including, without limitation, ambient
                            air, soil, surface water, groundwater, wetlands,
                            coastal waters, land or subsurface strata, or
                            otherwise relating to the generation, manufacture,
                            processing, distribution, use, treatment, storage,
                            disposal, transport or handling of Hazardous
                            Materials.

ENVIRONMENTAL PARTY:        The Issuer and any other Project Party.

EPORT:                      As defined in Section 5.12 of the Note Purchase
                            Agreement.

                                     - 11 -


ERISA:                      The Employee Retirement Income Security Act of 1974,
                            as amended.

ERISA AFFILIATE:            Any trade or business (whether or not incorporated)
                            which is a member of a group of which the Issuer is
                            a member and which is under common control within
                            the meaning of Section 414 of the Code.

ETT NEVADA:                 ETT Nevada Inc., a corporation organized under the
                            law of the State of Nevada.

ETT NEVADA GUARANTY AND
SECURITY AGREEMENT:         The Guaranty and Security Agreement dated as of the
                            Second Disbursement Date among ETT Nevada, the
                            Issuer and the Collateral Agent.

ETT NEVADA PLEDGE
AGREEMENT:                  The Subordinated Pledge Agreement of ETT Nevada.

EVENT OF DEFAULT:           As defined in Section 10.1 of the Note Purchase
                            Agreement.

EVENT OF LOSS:              With respect to any Property of the Issuer or any of
                            its Subsidiaries, any loss of, destruction or
                            condemnation of or damage to, or other taking of,
                            such Property.


FEE:                        As defined in Section 2.3 of the Note Purchase
                            Agreement.


FINAL MATURITY DATE:        December 31, 2023.

FINANCING DOCUMENTS:        The Note Purchase Agreement, the Notes, the Security
                            Documents and the Sponsor Covenant.

FITCH:                      Fitch Ratings, Ltd.

FUNDS DISBURSEMENT
MEMORANDUM:                 The written instructions from the Issuer to the
                            Collateral Agent dated as of the Initial
                            Disbursement Date with respect to the disbursement
                            of the amounts in the Proceeds Account, which shall
                            be consistent with the use of proceeds set forth in
                            Section 9.15 of the Note Purchase Agreement.

GAAP:                       Generally accepted accounting principles as in
                            effect from time to time in the United States of
                            America.

                                     - 12 -


GOVERNMENTAL APPROVAL:      All approvals, permits, waivers, exemptions,
                            consents, variances, franchises, registrations,
                            authorizations, licenses or similar orders of, or
                            from, any Governmental Authority.

GOVERNMENTAL AUTHORITY:     Any governmental or any state, department, district
                            or other political subdivision thereof or
                            governmental authority, agency, authority,
                            department, commission (including without limitation
                            any taxing authority or political subdivision),
                            autonomous regional corporation or other entity or
                            instrumentality exercising executive, legislative,
                            judicial, regulatory or administrative functions of
                            or pertaining to government.

GOVERNMENTAL RULE:          Any statute, law, regulation, ordinance, rule,
                            judgment, order, decree, permit, license,
                            concession, directive, guideline, policy or rule of
                            common law, requirement of, or other governmental
                            restriction or any similar form of decision of or
                            determination by, or any interpretation or
                            administration of any of the foregoing by, any
                            Governmental Authority, whether now or hereafter in
                            effect.

HAZARDOUS MATERIAL:         (i) Any petroleum or petroleum products, flammable
                            materials, explosives or explosive wastes,
                            radioactive materials, asbestos in any form that is
                            or could become friable, and polychlorinated
                            biphenyls (PCBs) or transformers or other equipment
                            that contain dielectric fluid, (ii) any chemicals or
                            other materials or substances which are now or
                            hereafter become defined as or included in the
                            definition of "hazardous substances", "hazardous
                            wastes", "hazardous materials", "extremely hazardous
                            wastes", "restricted hazardous wastes", "toxic
                            substances", "toxic pollutants", "contaminants",
                            "pollutants" or words of similar import under any
                            Environmental Law and (iii) any other chemical or
                            other material or substance, exposure to which is
                            now or hereafter prohibited or limited or which is
                            otherwise regulated by any Governmental Authority.

                                     - 13 -


IMPAIRMENT:                 With respect to any Project Document or Governmental
                            Approval material to the Operation of any District
                            Energy Project, the rescission, termination,
                            cancellation, repeal, invalidity, suspension,
                            injunction, inability to satisfy stated conditions
                            to effectiveness or amendment, modification or
                            supplement (other than, in the case of a Project
                            Document, any such amendment, modification or
                            supplement effected in accordance with Section 9.4
                            of the Note Purchase Agreement) of such Project
                            Document or Governmental Approval in whole or in
                            part. The verb "Impair" shall have a correlative
                            meanings.

INDEBTEDNESS:               Of any Person means, without duplication, (i) all
                            obligations for borrowed money of such Person, (ii)
                            all obligations for the deferred purchase or
                            acquisition price of Property or services, other
                            than trade accounts payable (other than for borrowed
                            money) arising, and accrued expenses incurred, in
                            the ordinary course of business so long as such
                            trade accounts payable are payable within 90 days of
                            the date the respective goods are delivered or the
                            respective services are rendered, (iii) all Capital
                            Lease Obligations of such Person, (iv) all
                            obligations for borrowed money secured by any Lien
                            upon or in any property owned by such Person whether
                            or not such Person has assumed or become liable for
                            the payment of such obligations for borrowed money
                            and (v) all obligations of the type described in any
                            of clauses (i) through (iv) above which are
                            guaranteed, directly or indirectly, or endorsed
                            (otherwise than for collection or deposit in the
                            ordinary course of business) or discounted with
                            recourse by such Person.

INDEMNIFIED LIABILITIES:    As defined in Section 16.5 of the Note Purchase
                            Agreement.

INDEMNITEE:                 As defined in Section 16.5 of the Note Purchase
                            Agreement.

INDEMNITOR:                 As defined in the Aladdin Indemnity.

INDEPENDENT ENGINEER:       Pacific Energy Systems.

INDEPENDENT INSURANCE
CONSULTANT:                 Aon Mergers & Acquisitions Group.

INITIAL COLLATERAL:         As defined in the Issuer Security Agreement.

INITIAL DISBURSEMENT DATE:  As defined in Section 4.2 of the Note Purchase
                            Agreement.

INTERCOMPANY SUBORDINATED

                                     - 14 -


LOANS:                      Loans and advances made (or deemed made as provided
                            in the Financing Documents) by any Subsidiary of the
                            Issuer to the Issuer or by the Issuer to any of its
                            Subsidiaries, in each case, subordinated to the
                            Secured Obligations on the terms specified in
                            Exhibit H to the Note Purchase Agreement.

INVESTMENT GRADE:           A rating of  at least "Baa3" by Moody's or "BBB-" by
                            Standard & Poor's or "BBB-" by Fitch.

INVESTMENTS:                For any Person means:  (i) the acquisition (whether
                            for cash, Property, services or securities or
                            otherwise) of capital stock, bonds, notes,
                            debentures, partnership or other ownership interests
                            or other securities of any other Person or any
                            agreement to make any such acquisition (including,
                            without limitation, any "short sale" or any sale of
                            any securities at a time when such securities are
                            not owned by the Person entering into such sale);
                            (ii) the making of any deposit with, or advance,
                            loan or other extension of credit to, any other
                            Person (including the purchase of Property from
                            another Person subject to an understanding or
                            agreement, contingent or otherwise, to resell such
                            Property to such Person), but excluding any such
                            advance, loan or extension of credit having a term
                            not exceeding 90 days representing the purchase
                            price of inventory or supplies sold by such Person
                            in the ordinary course of business; or (iii) the
                            giving of any guarantee with respect to, or the
                            entering into of any other contingent obligation
                            with respect to, Indebtedness or other liability of
                            any other Person and (without duplication) any
                            amount committed to be advanced, lent or extended to
                            such Person.

ISSUER:                     Macquarie District Energy, Inc., a corporation
                            organized under the law of the State of Delaware.

ISSUER FINANCIAL            As defined in Section 4.1(k) of the Note Purchase
STATEMENTS:                 Agreement.

ISSUER SECURITY AGREEMENT:  The Pledge and Security Agreement, dated as of the
                            date of the Note Purchase Agreement, between the
                            Issuer and the Collateral Agent, substantially in
                            for the form of Exhibit C to the Note Purchase
                            Agreement.

LAS VEGAS ASSETS:           The Las Vegas Stock Purchase Agreement, ETT Nevada,
                            ETT Nevada's equity interest in Northwind Aladdin
                            and any other Subsidiary of ETT Nevada, the
                            Agreement Regarding Purchase and Sale of Debt dated
                            as of July 6, 2004 among

                                     - 15 -


                            Exelon Thermal Holdings, Inc., the Issuer and the
                            holders of the Northwind Aladdin Notes, the
                            Northwind Aladdin Notes, and the Las Vegas District
                            Energy Project.

LAS VEGAS DISTRICT ENERGY
PROJECT:                    The district energy facilities owned by Northwind
                            Aladdin and, as of the date hereof, serving the
                            Aladdin resort and casino and the Desert Passage
                            mall.

LAS VEGAS NOTES:            As defined in Section 1.2 of the Note Purchase
                            Agreement.

LAS VEGAS STOCK PURCHASE
AGREEMENT:                  Stock Purchase Agreement (Nevada) dated as of
                            December 26, 2003, by and among the Issuer, MDEH,
                            Macquarie, Exelon Corporation and Exelon Thermal
                            Holdings, Inc.

LIEN:                       With respect to any Person, any mortgage, lien,
                            pledge, adverse claim, charge, security interest or
                            other encumbrance, or any interest or title of any
                            vendor, lessor, lender or other secured party to or
                            of such Person under any conditional sale or other
                            title retention agreement or capital lease, upon or
                            with respect to any property or asset of such
                            Person, or the signing or filing of any financing
                            statement which names such Person as debtor, or the
                            signing of any security agreement authorizing any
                            other party as the secured party thereunder to file
                            any financing statement naming such Person as debtor
                            (other than protective filings made by a lessor with
                            respect to an operating lease).

LOAN DOCUMENTS:             As defined in the Credit Agreement.

LOSS PROCEEDS:              With respect to any Event of Loss, insurance
                            proceeds (including title insurance), condemnation
                            awards or other compensation, awards, damages or
                            other payments or relief (exclusive, in each case,
                            of the proceeds of liability insurance and business
                            interruption insurance and other payments for
                            interruption of operations) with respect to any
                            Event of Loss (including any such payment by a
                            Project Party pursuant to an indemnity or similar
                            provision in any Project Document).

LOSS PROCEEDS ACCOUNT:      As defined in the Agency, Disbursement and Control
                            Agreement.

MACQUARIE:                  Macquarie Bank Limited, an Australian public
                            company.

MAJOR MAINTENANCE

                                     - 16 -


EXPENDITURES:               All expenditures by a Subsidiary of the Issuer for
                            scheduled (or reasonably anticipated) major
                            maintenance of such Subsidiary's District Energy
                            Project in accordance with Prudent Operating
                            Practices and vendor and supplier requirements.

MAJORITY NOTEHOLDERS:       At any time, Noteholders holding in excess of 50% of
                            the outstanding aggregate principal amount of the
                            Notes.

MAKE-WHOLE AMOUNT:          With respect to any Note, an amount equal to the
                            excess, if any, of the Discounted Value of the
                            Remaining Scheduled Payments with respect to the
                            Called Principal of such Note over the amount of
                            such Called Principal, provided that the Make-Whole
                            Amount may in no event be less than zero.

                            For the purposes of determining the Make-Whole
                            Amount, the following terms have the following
                            meanings:

                            "Called Principal" means, with respect to any Note,
                            the principal of such Note that is to be prepaid
                            pursuant to Section 3.2 of the Note Purchase
                            Agreement or has become or is declared to be
                            immediately due and payable pursuant to Section 10
                            of the Note Purchase Agreement, as the context
                            requires.

                            "Discounted Value" means, with respect to the Called
                            Principal of any Note, the amount obtained by
                            discounting all Remaining Scheduled Payments with
                            respect to such Called Principal from their
                            respective scheduled due dates to the Settlement
                            Date with respect to such Called Principal, in
                            accordance with accepted financial practice and at a
                            discount factor equal to the sum of (i) the yield to
                            maturity on the United States Treasury instrument
                            with a maturity as close as practicable to the
                            remaining average life of the Notes (or the
                            scheduled installments thereof being prepaid) plus
                            (ii) 0.50%.

                            "Remaining Average Life" means, with respect to any
                            Called Principal, the number of years (calculated to
                            the nearest one-twelfth year) obtained by dividing
                            (i) such Called Principal into (ii) the sum of the
                            products obtained by multiplying (a) the principal
                            component of each Remaining Scheduled Payment with
                            respect to such Called Principal by (b) the number
                            of years (calculated to the nearest one-twelfth
                            year) that will elapse between the Settlement Date
                            with respect to such Called Principal and the
                            scheduled due date of such Remaining Scheduled
                            Payment.

                                     - 17 -


                            "Remaining Scheduled Payments" means, with respect
                            to the Called Principal of any Note, all payments of
                            such Called Principal and interest thereon that
                            would be due after the Settlement Date with respect
                            to such Called Principal if no payment of such
                            Called Principal were made prior to its scheduled
                            due date, provided that if such Settlement Date is
                            not a date on which interest payments are due to be
                            made under the terms of the Notes, then the amount
                            of the next succeeding scheduled interest payment
                            will be reduced by the amount of interest accrued to
                            such Settlement Date and required to be paid on such
                            Settlement Date pursuant to Section 3.2 or Section
                            10 of the Note Purchase Agreement.

                            "Settlement Date" means, with respect to the Called
                            Principal of any Note, the date on which such Called
                            Principal is to be prepaid pursuant to Section 3.2
                            of the Note Purchase Agreement or has become or is
                            declared to be immediately due and payable pursuant
                            to Section 10 of the Note Purchase Agreement, as the
                            context requires.

MARGIN STOCK:               Means "margin stock" within the meaning of
                            Regulation U and Regulation X of the Board of
                            Governors of the United States Federal Reserve
                            System.

MATERIAL:                   Means material in relation to the business,
                            operations, affairs, financial condition, assets,
                            properties, or prospects of the Issuer and its
                            Subsidiaries taken as a whole.

MATERIAL ADVERSE EFFECT:    A material adverse effect on:  (i) the business,
                            operations, condition (financial or otherwise) or
                            liabilities of the Issuer, any District Energy
                            Project, any of Subsidiary of the Issuer or the
                            other Project Parties (to the extent any change with
                            respect to any other Project Party could be
                            reasonably expected to have a material adverse
                            effect on the performance by such Project Party of
                            any Material Project Document or on the Issuer, any
                            of its Subsidiaries or any District Energy Project),
                            taken as a whole, (ii) the ability of any Project
                            Party to perform its material obligations under any
                            Material Project Document to which it is a party,
                            (iii) the validity or enforceability of any
                            Financing Document or Material Project Document or
                            the ability of the Issuer or any of the Project
                            Parties to perform its respective material
                            obligations under any Financing Document or Material
                            Project Document to which it is a party, (iv) the
                            Collateral or the Operation of any

                                     - 18 -


                            District Energy Project, (v) the availability of any
                            Governmental Approval as shall now or hereafter be
                            necessary to be obtained under applicable rules in
                            connection with the Operation of any District Energy
                            Project or the ability of any Project Party to
                            comply with the terms and conditions of any material
                            applicable Governmental Approval, (vi) the validity
                            or enforceability of the Liens under any Security
                            Document, or (vii) the issuance by any Governmental
                            Authority of any order, judgment, regulation or
                            decision or the taking of any other action the
                            effect of which could reasonably be expected to
                            result in a Material Adverse Effect under clauses
                            (i) through (vi) of this definition; provided that
                            (x) any event which, in and of itself, reduces the
                            cash flow associated with the Las Vegas District
                            Energy Project by no more than $1,000,000 in any
                            year will not be deemed to have a material adverse
                            effect on the Las Vegas District Energy Project, ETT
                            Nevada and Northwind Aladdin and (y) any event
                            which, in and of itself, reduces the cash flow
                            associated with the Chicago District Energy Project
                            by no more than $5,000,000 in any year will not be
                            deemed to have a material adverse effect on the
                            Chicago District Energy Project, Thermal Chicago
                            Corporation, MDE Thermal, Northwind Chicago, ETT
                            National Power and Northwind Midway.

MATERIAL PROCEEDINGS:       Any actions, suits or proceedings (including
                            counterclaims) in any court or before any arbitrator
                            of any kind or before or by any Governmental
                            Authority which, if adversely determined, could
                            reasonably be expected to result in a liability of
                            the Issuer or a lien on any District Energy Project
                            in an amount exceeding $500,000 in excess of amounts
                            covered by (i) a valid and binding insurance policy
                            or (ii) by a surety bond between the defendant and
                            an insurer, in each case, covering payment thereof
                            as to which such insurer or surety has been notified
                            of, and has accepted the claim made for payment of,
                            such amounts and neither MDEH, the Issuer nor any of
                            its Subsidiaries has any actual or purported
                            reimbursement or subrogation obligation to such
                            insurer or surety in respect of such payment.

MATERIAL PROJECT DOCUMENT:  (a) The Chicago Use Agreement, (b) all service
                            agreements of Northwind Aladdin, (c) all service
                            agreements of Northwind Midway, (d) any service
                            agreements of each of MDE Thermal, Northwind Chicago
                            and Northwind Midway (i) constituting at least 5% of
                            the gross revenues of the Issuer in

                                     - 19 -


                            any given year, or (ii) with customers with whom MDE
                            Thermal, Northwind Chicago or Northwind Midway, as
                            applicable, have entered into leases or easements
                            for the relevant Project Sites, (d) the Aladdin
                            Lease and (e) any leases or other similar agreements
                            relating to a Project Site.

MDE THERMAL:                MDE Thermal Technologies Inc., a corporation
                            organized under the law of the State of Illinois.

MDEH:                       Macquarie District Energy Holdings LLC, a limited
                            liability company organized under the law of the
                            State of Delaware and sole shareholder of the
                            Issuer.

MDEH PLEDGE AGREEMENT:      The MDEH Guaranty and Pledge Agreement, dated as of
                            the date of the Note Purchase Agreement,
                            substantially in the form of Exhibit D3 to the Note
                            Purchase Agreement from MDEH.

MEMORANDUM:                 As defined in Section 5.7(b) of the Note Purchase
                            Agreement.

MEMORANDUM OF LEASE:        Memorandum of Lease dated as of the date hereof by
                            and between Health Care Service Corporation and MDE
                            Thermal.

MOODY'S:                    Moody's Investors Services Inc.

MULTIEMPLOYER PLAN:         A multiemployer plan as defined in Section
                            4001(a)(3) of ERISA.

NAIC ANNUAL STATEMENT:      As defined in Section 6.2(a) of the Note Purchase
                            Agreement.

NECESSARY GOVERNMENTAL
APPROVAL:                   As defined in Section 5.4(b) of the Note Purchase
                            Agreement.

NET AVAILABLE AMOUNT:       With respect to any Loss Proceeds, the aggregate
                            amount of such Loss Proceeds net of reasonable
                            expenses incurred by the Issuer or the Collateral
                            Agent in connection with the collection thereof.

NORTHWIND ALADDIN:          Northwind Aladdin, LLC, a limited liability company
                            organized under the law of the State of Nevada.

NORTHWIND ALADDIN NOTES:    The Fixed Rate Series B Senior Secured Notes of
                            Northwind Aladdin.

NOTEHOLDERS:                The holders from time to time of the Notes.

                                     - 20 -


NOTES:                      As defined in Section 1.2 of the Note Purchase
                            Agreement.

OFFICER'S CERTIFICATE:      A certificate from, in the case of the Issuer or any
                            Subsidiary Guarantor, an Authorized Officer (or, if
                            so required under the Note Purchase Agreement, a
                            Senior Financial Officer) or any officer whose
                            responsibilities extend to the subject matter of
                            such certificate.

OPERATING ACCOUNT:          As defined in the Agency, Disbursement and Control
                            Agreement.

OPERATING BUDGET:           A plan and budget for the business activities and
                            operation of the Issuer and its Subsidiaries on a
                            consolidated basis established for a fiscal year of
                            the Issuer and its Subsidiaries (or, in the case of
                            2004, for the period from the relevant Acquisition
                            Closing Date to the end of such year), and, to the
                            extent required under Section 9.20 of the Note
                            Purchase Agreement, approved by the Majority
                            Noteholders, that is substantially in the form of
                            the operating budget delivered pursuant to Section
                            4.2(q) of the Note Purchase Agreement (until the
                            Acquisition Closing Date for the Las Vegas District
                            Energy Project) or Section 4.3(q) of the Note
                            Purchase Agreement (after the Acquisition Closing
                            Date for the Las Vegas District Energy Project) and
                            that includes itemized monthly projections of
                            revenues and operating and other costs (including
                            Operating Costs and Major Maintenance Expenditures).

OPERATING COSTS:            For any period and on a consolidated basis, the sum,
                            computed without duplication, of the following: (i)
                            expenses of administering and operating the District
                            Energy Projects and of maintaining them in good
                            repair and operating condition payable during such
                            period plus (ii) fuel procurement and transportation
                            costs payable during such period plus (iii) direct
                            operating and maintenance costs, plus (iv) insurance
                            costs payable during such period plus (v) state and
                            local income taxes and applicable franchise taxes
                            and sales and excise taxes with respect to the sale
                            of energy and hot or chilled water (if any) payable
                            during such period plus (vi) property taxes payable
                            during such period plus (vii) costs and fees
                            attendant to the obtaining and maintaining in effect
                            the Governmental Approvals payable during such
                            period plus (viii) legal, accounting and other
                            professional fees attendant to any of the foregoing
                            items payable during such period. Operating Costs
                            shall exclude, to the extent included above:

                                     - 21 -


                            (a) payments into any of the Accounts during such
                            period, (b) payments of any kind with respect to
                            Restricted Payments during such period, (c) payments
                            of Major Maintenance Expenditures during such
                            period, (d) depreciation for such period, (e) any
                            Capital Expenditures, or (f) any payments of any
                            kind with respect to Restoration Work during such
                            period.

OPERATION:                  The ownership, occupation, repair, operation,
                            maintenance and use of a District Energy Project and
                            sale of energy and hot or chilled water therefrom as
                            contemplated by the Project Documents. "Operating"
                            and "Operate" shall have correlative meanings.

ORDER:                      Any order, writ, injunction, decree, judgment,
                            award, determination, direction or demand by any
                            Governmental Authority.

OWNER SUBSIDIARIES:         MDE Thermal Technologies Inc., Northwind Chicago
                            LLC, Northwind Midway, LLC and each Subsidiary of
                            the Issuer (other than Northwind Aladdin) directly
                            owning a District Energy Project.

OWNER SUBSIDIARY SECURITY
AGREEMENTS:                 The Guaranty and Security Agreements, dated as of
                            the Initial Disbursement Date, substantially in the
                            form of Exhibit D2 to the Note Purchase Agreement
                            from each of the Owner Subsidiaries.

PAYMENT DATE:               Each March 31, June 30, September 30 and December 31
                            of each year, commencing with December 31, 2004
                            until the Final Maturity Date.

PBGC:                       The Pension Benefit Guaranty Corporation referred
                            to and defined in ERISA and any successor entity
                            performing similar functions.

PERMITTED CAPITAL
EXPENDITURES:               (a)  Capital Expenditures funded solely from
                            proceeds of equity contributions, Subordinated Debt,
                            Additional Indebtedness, Qualifying Capital
                            Expansion Indebtedness or retained earnings or
                            Capital Expenditures funded by customer
                            contributions that:

                                  (i) relate solely to the core district
                            energy business of the Issuer or its Subsidiaries
                            and are prudent in the context

                                     - 22 -


                            of the conduct of such business or, in the case of
                            the Las Vegas District Energy Project, relate solely
                            to the core district energy business of the Las
                            Vegas District Energy Project or the provision of
                            emergency power as required by the Aladdin Energy
                            Services Agreements; and

                                  (ii) are to be made pursuant to a contract
                            between the Issuer or a Subsidiary and one or more
                            creditworthy counterparties established in the
                            district energy business or sale of district energy
                            assets containing such terms and conditions as are
                            (x) substantially similar to the Project Documents
                            effective on the relevant Acquisition Closing Date,
                            pursuant to which the District Energy Projects are
                            Operated by the Owner Subsidiaries or (y) commonly
                            applicable in similar transactions in the district
                            energy industry;

                            (b) other Capital Expenditures (to the extent
                            funded solely from capital contributions or
                            Subordinated Debt of the Issuer) that could not
                            reasonably be expected to result in a Material
                            Adverse Effect; and

                            (c) other Capital Expenditures that do not exceed
                            $2,000,000 in any fiscal year of the Issuer;

                            provided that (i) Qualifying Capital Expansion
                            Indebtedness may not be used to fund Permitted
                            Capital Expenditures until after Permitted Capital
                            Expenditures in an amount equal to $5,000,000 have
                            been funded from equity contributions, Subordinated
                            Debt, Additional Indebtedness, retained earnings or
                            customer contributions; (ii) there is no currently
                            existing Event of Default on the date of such
                            Capital Expenditure; and (iii) neither the making of
                            such Capital Expenditure nor the performance of the
                            contract pursuant to which such Capital Expenditure
                            is to be made, could reasonably be expected to
                            result in an Event of Default.

PERMITTED INDEBTEDNESS:     The following Indebtedness of the Issuer and its
                            Subsidiaries: (i) Indebtedness arising under the
                            Note Purchase Agreement or under the Notes or the
                            other Financing Documents, (ii) Subordinated Debt,
                            (iii) Qualifying Capital Expansion Indebtedness,
                            (iv) Additional Indebtedness, (v) Capital Lease
                            Obligations arising under the Chicago Airport Energy
                            Delivery Agreement and (vi) the Northwind Aladdin
                            Notes.

PERMITTED LIENS:            The following Liens: (i) Liens granted to the
                            Collateral Agent for the benefit of the Secured
                            Parties pursuant to any Security

                                     - 23 -


                            Document; (ii) Liens listed in Schedule 9.6 to the
                            Note Purchase Agreement; (iii) Liens for Taxes not
                            yet due or the payment of which is not at the time
                            required; (iv) statutory Liens of landlords and
                            Liens of carriers, warehousemen, mechanics,
                            materialmen, and other Liens imposed by law (other
                            than any Lien imposed by ERISA or by section 412(n)
                            of the Code) created in the ordinary course of
                            business for amounts not yet due or if due, the
                            subject of a good faith dispute and for which
                            adequate reserves have been established in
                            accordance with GAAP; (v) Liens (other than any Lien
                            imposed by ERISA or by section 412(n) of the Code)
                            incurred or deposits made in the ordinary course of
                            business in connection with workers' compensation,
                            unemployment insurance, and other types of social
                            security; (vi) easements, rights-of-way, zoning, and
                            similar restrictions, charges, encumbrances,
                            imperfections to title and similar Liens that do not
                            secure indebtedness for borrowed money; (vii) Liens,
                            deposits or pledges incurred or created in the
                            ordinary course of business or under applicable
                            Governmental Rules in connection with or to secure
                            the performance of bids, tenders, contracts (other
                            than for the payment of money), leases, statutory
                            obligations, surety bonds or appeal bonds; (viii)
                            Liens created by or resulting from any litigation or
                            legal proceeding which is currently being contested
                            in good faith by appropriate proceedings and with
                            respect to which adequate reserves have been
                            established in accordance with GAAP and which do not
                            prime Liens described in (i) above; and (ix) Liens
                            securing Qualifying Capital Expansion Indebtedness
                            or Additional Indebtedness; provided that such Liens
                            are against no other assets or property of the
                            Issuer or any of its Subsidiaries except the
                            Collateral and with respect to such Liens, the
                            Issuer shall provide, and as applicable, cause its
                            Subsidiaries to provide, that the Notes and, to the
                            extent applicable, the Subsidiary guarantees under
                            the Subsidiary Guarantor Security Agreements are
                            equally and ratably secured for so long as such
                            Qualifying Capital Expansion Indebtedness or
                            Additional Indebtedness is secured by such Liens and
                            cause the lenders under the Qualifying Capital
                            Expansion Indebtedness and the lenders under the
                            Additional Indebtedness, as applicable, to enter
                            into intercreditor arrangements with the Secured
                            Parties that are reasonably satisfactory to the
                            Majority Noteholders; and (x) Liens granted pursuant
                            to the pledge agreement dated as of June 7, 1999
                            between ETT Nevada and State Street Bank and

                                     - 24 -


                            Trust Company, as collateral agent for the holders
                            of the Northwind Aladdin Notes; provided that, in
                            the cases of the Liens described in clauses
                            (iii)-(viii), do not interfere with the conduct of
                            the business of the Subsidiaries of the Issuer,
                            including the Operation of any District Energy
                            Project, do not detract materially from the value of
                            the Collateral and do not interfere with the ability
                            of the Secured Parties to exercise their rights and
                            remedies under the Security Documents.

PERSON:                     Any individual, cooperative, corporation,
                            association, organization, partnership, limited
                            liability company, trust or estate or government (or
                            any agency or political subdivision thereof) or any
                            other entity.

PLAN:                       Any employee pension benefit plan other than a
                            Multiemployer Plan which is subject to the
                            provisions of Title IV of ERISA and which is
                            maintained (in whole or in part) for employees of
                            the Issuer or any ERISA Affiliate of the Issuer.

PRO FORMA CHICAGO
FINANCIAL STATEMENTS:       As defined in Section 4.2(n) of the Note Purchase
                            Agreement.

PRO FORMA ISSUER FINANCIAL
STATEMENTS:                 As defined in Section 4.3(m) of the Note Purchase
                            Agreement.

PROJECT DOCUMENTS:          Any agreements with respect to the ownership,
                            construction, management, operation and maintenance
                            or assets of a District Energy Project, including
                            all Material Project Documents and any Additional
                            Project Documents.

PROJECT PARTIES:            The Issuer, the Subsidiary Guarantors and Northwind
                            Aladdin.

PROJECT SITE:               In the case of each of the District Energy Projects,
                            the land upon which such District Energy Project is
                            situated.

PROPERTY:                   Any interest in any kind of property or asset,
                            whether real, personal or mixed, or tangible or
                            intangible.

PRO RATA SHARE:'            For any Noteholder at any time, the quotient
                            (expressed as a percentage) obtained by dividing (x)
                            the aggregate outstanding principal amount of such
                            Noteholder's Notes at such time by (y) the aggregate
                            outstanding principal amount of all Notes.

PRUDENT OPERATING

                                     - 25 -


PRACTICES:                  Those practices, methods, equipment, specifications
                            and standards of safety and performance, as the same
                            may change from time to time, commonly used by
                            district energy facilities or similar entities
                            providing substantially similar services in the
                            United States of a type and size similar to the
                            relevant District Energy Project and recognized as
                            good, safe and prudent engineering practices in
                            connection with the operation, maintenance, repair
                            and use of electrical and other equipment,
                            facilities and improvements of such power generation
                            stations, with commensurate standards of safety,
                            performance, dependability, efficiency and economy.
                            "Prudent Operating Practices" is not intended to be
                            limited to the optimum practice, method or act to
                            the exclusion of all others, but rather to a
                            spectrum of possible practices, methods or acts
                            having due regard for, among other things,
                            manufacturers' warranties, geographical location,
                            and engineering and operating considerations.

PURCHASERS:                 As defined in the introduction to the Note Purchase
                            Agreement.

PUHCA:                      The Public Utility Holding Company Act of 1935, as
                            amended.

QPAM EXEMPTION:             Prohibited Transaction Exemption 84-14 issued by the
                            United States Department of Labor, as in effect from
                            time to time.

QUALIFYING CAPITAL
EXPANSION INDEBTEDNESS:     Indebtedness of the Issuer that is incurred in
                            addition to the Notes and is pari passu with the
                            Indebtedness issued pursuant to the Note Purchase
                            Agreement, the proceeds of which will be used for
                            the purpose of a capital expansion of either or both
                            District Energy Projects; provided that (i) the
                            projected Debt Service Coverage Ratios, after taking
                            into account such Indebtedness and any incremental
                            net Revenue associated with such capital expansion
                            under any agreements to supply district energy
                            services to new customers as a result of such
                            capital expansion, are generally upward-sloping with
                            a minimum and average Debt Service Coverage Ratio of
                            at least 1.30 and 1.50, respectively over the
                            remaining term of the Notes, (ii) after taking into
                            effect any agreements to supply district energy
                            services to new customers as a result of such
                            capital expansion, the overall creditworthiness of
                            the customer portfolio shall not have been adversely
                            effected, and (iii) in no event shall the aggregate
                            principal amount of such

                                     - 26 -


                            Qualifying Capital Expansion Indebtedness exceed 75%
                            of the cost of such capital expansion.

RATING AGENCY:              Any of Fitch, Moody's or Standard & Poor's.

RELEASE:                    With respect to any Hazardous Material, any release,
                            spill, emission, emanation, leaking, pumping,
                            injection, deposit, disposal, discharge, dispersal,
                            leaching or migration of such Hazardous Material
                            into the indoor or outdoor environment, including,
                            without limitation, the movement of such Hazardous
                            Material through ambient air, soil, surface water,
                            ground water, wetlands, land or subsurface strata.

REPORTABLE EVENT:           Any reportable event within the meaning of Section
                            4043(b) of Title IV of ERISA and the regulations
                            thereunder.

REQUIRED DEBT SERVICE
RESERVE AMOUNT:             As defined in the Agency, Disbursement and Control
                            Agreement.

REQUIRED TAX RESERVE
AMOUNT:                     As defined in the Agency, Disbursement and Control
                            Agreement.

RESTORE:                    With respect to any Affected Property, to rebuild,
                            repair, restore or replace such Affected Property.
                            The term "Restoration" shall have a correlative
                            meaning.

RESTORATION WORK:           As defined in Section 9.13 of the Note Purchase
                            Agreement.

RESTRICTED PAYMENT:         Any dividends or other distributions or payments
                            on the Issuer's capital stock or any of its
                            Subsidiaries' or other equity interests in the
                            Issuer or any of its Subsidiaries (in cash, property
                            or obligations) on, or other payments or
                            distributions on account of, or the setting apart of
                            money for a sinking or other analogous fund for, or
                            the purchase, redemption, retirement or other
                            acquisition of, any portion of any equity interest
                            in the Issuer or such Subsidiary or of any warrants,
                            options or other rights to acquire any such equity
                            interest (or to make any payments to any Person,
                            such as "phantom stock" payments, where the amount
                            thereof is calculated with reference to fair market
                            or equity value of the Issuer or any or its
                            Subsidiaries) or any payments by the Issuer or any
                            of its Subsidiaries in respect of Indebtedness to
                            any Affiliate.

                                     - 27 -


RESTRICTED PAYMENT DATE:    As defined in Section 9.11 of the Note Purchase
                            Agreement.

REVENUE ACCOUNT:            As defined in the Agency, Disbursement and Control
                            Agreement.

REVENUES:                   For any period, the sum of all cash amounts
                            received by the Issuer and its Subsidiaries during
                            such period, including, but not limited to, all
                            interest earned and principal repaid with respect to
                            such period on Authorized Investments held in the
                            Accounts, all interest earned and principal repaid
                            in connection with the Northwind Aladdin Notes, cash
                            received in respect of lease receivables and any
                            proceeds of business interruption insurance received
                            during such period; but in any event excluding (to
                            the extent included) Net Available Amounts of Loss
                            Proceeds, proceeds of Permitted Indebtedness and
                            contributions to capital.

ROLLING FISCAL PERIOD:      For any date, the period of twelve full, consecutive
                            fiscal months ending on or immediately prior to such
                            date, except that for any date during the twelve
                            months following the Closing Date, the partial
                            period commencing on the Closing Date and ending on
                            such date.

SECOND DISBURSEMENT DATE:   As defined in Section 4.3 of the Note Purchase
                            Agreement.

SECURED OBLIGATIONS:        As defined in the Agency, Disbursement and Control
                            Agreement.

SECURED PARTIES:            As defined in the Agency, Disbursement and Control
                            Agreement.

SECURITIES ACT:             United States Securities Act of 1933, as amended.

SECURITY AGREEMENTS:        The Issuer Security Agreement, the MDEH Pledge
                            Agreement and the Subsidiary Security and Pledge
                            Agreements and the Owner Subsidiary Security
                            Agreements.

SECURITY DOCUMENTS:         The Security Agreements, the Subsidiary Mortgages,
                            the Assignments of Rents and Leases, the Memorandum
                            of Lease, the Consents, the Agency, Disbursement and
                            Control Agreement, the Accession Agreements and any
                            financing statements filed in connection with any of
                            the foregoing.

SENIOR FINANCIAL OFFICER:   The chief financial officer, principal accounting
                            officer, treasurer or comptroller (or, in their
                            absence, the president or

                                     - 28 -


                            any vice president knowledgeable with respect to the
                            Issuer's or any Subsidiary Guarantor's financial
                            matters, as applicable) of the Issuer or of any
                            Subsidiary Guarantor.

SENIOR SECURED
INDEBTEDNESS:               The following Indebtedness of the Issuer:  (i)
                            Indebtedness arising under the Note Purchase
                            Agreement or under the Notes or the other Financing
                            Documents, (ii) Additional Indebtedness and (iii)
                            Qualifying Capital Expansion Indebtedness.

SIERRA PACIFIC:             Sierra Pacific Resources, a Nevada corporation and
                            holder of 25% of the equity interests in Northwind
                            Aladdin.

SPONSOR COVENANT:           The Sponsor Covenant dated as of the date of the
                            Note Purchase Agreement, substantially in the form
                            of Exhibit I to the Note Purchase Agreement from
                            Macquarie.

STANDARD & POOR'S:          Standard & Poor's Rating Group, a division of McGraw
                            Hill, Inc.

STOCK PURCHASE AGREEMENT:   The Stock Purchase Agreement (Nevada) dated as of
                            December 26, 2003 among the Issuer, MDEH, Macquarie,
                            Exelon Corporation and MDE Thermal Holdings, Inc.

SUBORDINATED DEBT:          Affiliate Subordinated Debt, Intercompany
                            Subordinated Indebtedness or other Indebtedness of
                            the Issuer or any of its Subsidiaries that is
                            subordinated in right of payment to the Notes on the
                            terms set forth in Exhibit H to the Note Purchase
                            Agreement.

SUBSIDIARY:                 As to any Person, any corporation, association or
                            other business entity in which such Person or one or
                            more of its Subsidiaries or such Person and one or
                            more of its Subsidiaries owns sufficient equity or
                            voting interests to enable it or them (as a group)
                            ordinarily, in the absence of contingencies, to
                            elect a majority of the directors (or Persons
                            performing similar functions) of such entity, and
                            any partnership or joint venture if more than a 50%
                            interest in the profits or capital thereof is owned
                            by such Person or one or more of its Subsidiaries or
                            such Person and one or more of its Subsidiaries
                            (unless such partnership or joint venture can and
                            does ordinarily take major business actions without
                            the prior approval of such Person and/or one or more
                            of its Subsidiaries). Unless the context clearly
                            requires, any

                                     - 29 -


                            reference to a "Subsidiary" is a reference to a
                            Subsidiary of the Issuer.

SUBSIDIARY GUARANTORS:      Thermal Chicago Corporation, ETT Nevada Inc., ETT
                            National Power, Inc., any Subsidiary of the Issuer
                            indirectly owning a District Energy Project and the
                            Owner Subsidiaries, in each case, to the extent
                            owned by the Issuer.

SUBSIDIARY GUARANTOR
SECURITY AGREEMENTS:        The Subsidiary Security and Pledge Agreements and
                            the Owner Subsidiary Security Agreements.

SUBSIDIARY MORTGAGES:       The following mortgages, each dated as of the date
                            hereof: (a) the Leasehold Mortgage, Security
                            Agreement, Assignment of Leases and Rents and
                            Fixture Filing (Plant 1) by LaSalle Bank, N.A., not
                            personally but as successor trustee to American
                            National Bank and Trust Company of Chicago, as
                            trustee under a Trust Agreement dated April 29, 1993
                            and known as Trust No. 116920-01, to and for the
                            benefit of the Collateral Agent, (b) the Mortgage,
                            Security Agreement, Assignment of Leases and Rents
                            and Fixture Filing (Plant 2) by Chicago Title Land
                            Trust Company, not personally but solely as trustee
                            under a Trust Agreement dated April 26, 1994 and
                            known as Trust No. 1099363, to and for the benefit
                            of the Collateral Agent, (c) the Leasehold Mortgage,
                            Security Agreement, Assignment of Leases and Rents
                            and Fixture Filing (Plant 3) by MDE Thermal, to and
                            for the benefit the Collateral Agent, (d) the
                            Leasehold Mortgage, Assignment of Leases and Rents
                            and Fixture Filing (Plant 4B) by Northwind Chicago,
                            to and for the benefit of the Collateral Agent and
                            (e) the Leasehold Mortgage, Assignment of Leases and
                            Rents and Fixture Filing (Plant 4A, Plant 5 and
                            Various Easements) by MDE Thermal, to and for the
                            benefit of the Collateral Agent.

SUBSIDIARY SECURITY AND
PLEDGE AGREEMENTS:          The Guaranty, Pledge and Security Agreements,
                            dated as of the Initial Disbursement Date,
                            substantially in the form of Exhibit D1 to the Note
                            Purchase Agreement from each of Thermal Chicago
                            Corporation and ETT National Power, Inc., and the
                            ETT Nevada Guaranty and Security Agreement and the
                            ETT Nevada Pledge Agreement.

TAX OR TAXES:               All taxes (whether income, documentary, sales,
                            stamp, registration, issue, capital, property,
                            excise or otherwise), duties, levies, imposts, fees,
                            charges or withholdings.

                                     - 30 -


TAX RESERVE ACCOUNT:        As defined in the Agency, Disbursement and Control
                            Agreement.

TITLE INSURANCE COMPANY:    Chicago Title Insurance Company.

TOTAL LOSS:                 Any Event of Loss (including condemnation,
                            seizure, requisition or taking) which, in the
                            reasonable determination of the Majority
                            Noteholders, causes the relevant District Energy
                            Project to be permanently unable to continue
                            Operating.

TRANSACTION DOCUMENTS:      The Financing Documents and the Project Documents.

UCC:                        The Uniform Commercial Code as in effect from time
                            to time in the State of New York.

VOTING INTERESTS:           The membership interests in the Issuer by their
                            terms possessing, directly or indirectly, the power
                            to direct or cause the direction of the management
                            or policies of the Issuer and not subject to a
                            voting trust or another arrangement transferring any
                            such power to or for the benefit of any other
                            Person.

WITHDRAWAL LIABILITY:       Liability to a Multiemployer Plan as a result of a
                            complete or partial withdrawal from such
                            Multiemployer Plan, as such terms are defined in
                            Part I of Subtitle E of Title IV of ERISA.

                                     - 31 -


            B. Principles of Interpretation. In the Note Purchase Agreement,
unless otherwise indicated and unless otherwise required by the context, the
singular includes the plural and plural the singular; words importing any gender
include the other gender; references to statutes or regulations are to be
construed as including all statutory or regulatory provisions consolidating,
amending or replacing the statute or regulation referred to; references to
"writing" include printing, typing, lithography and other means of reproducing
words in a tangible visible form; the words "including," "includes" and
"include" shall be deemed to be followed by the words "without limitation"; the
words "will" and "shall" when used in connection with an obligation shall be
deemed to be interchangeable; references to articles, sections (or subdivisions
of sections), exhibits, annexes or schedules are to the Note Purchase Agreement;
references to agreements and other contractual instruments shall be deemed to
include all subsequent amendments, extensions and other modifications to those
instruments (without, however, limiting any prohibition on any such amendments,
extensions and other modifications by the terms of any Financing Document); and
references to Persons include their respective permitted assigns and successors
and, in the case of Governmental Authorities, Persons succeeding to their
respective functions and capacities.

EX-10.28

                                                                   EXHIBIT 10.28


                                                                  EXECUTION COPY

                                  US$36,000,000

                                CREDIT AGREEMENT

                            DATED AS OF JULY 29, 2002

                                      AMONG

                      MACQUARIE AIRPORTS NORTH AMERICA INC.

                                   AS BORROWER

                                       AND

                            THE LENDERS NAMED HEREIN

                                   AS LENDERS

                      WESTDEUTSCHE LANDESBANK GIROZENTRALE

                             AS ADMINISTRATIVE AGENT

                                       AND

                                 CITIBANK, N.A.

                               AS COLLATERAL AGENT



                                TABLE OF CONTENTS



                                                                                                                  PAGE
                                                                                                                  ----
                                                                                                               
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS.......................................................................   1
         1.01     Certain Defined Terms..........................................................................   1
         1.02     Computation of Time Periods....................................................................  18
         1.03     Accounting Terms...............................................................................  18
         1.04     Interpretation.................................................................................  18

ARTICLE II AMOUNT AND TERMS OF THE ADVANCES......................................................................  19
         2.01     The Advances...................................................................................  19
         2.02     Making the Advances............................................................................  19
         2.03     Termination or Reduction of the Commitments....................................................  20
         2.04     Repayment......................................................................................  20
         2.05     Interest.......................................................................................  20
         2.06     Interest Rate Determination....................................................................  21
         2.07     Optional Conversion of Advances................................................................  22
         2.08     Optional and Mandatory Prepayments.............................................................  22
         2.09     Increased Costs................................................................................  23
         2.10     Illegality.....................................................................................  24
         2.11     Payments and Computations......................................................................  25
         2.12     Taxes..........................................................................................  26
         2.13     Sharing of Payments, Etc.......................................................................  28
         2.14     Use of Proceeds................................................................................  28
         2.15     Fees...........................................................................................  29

ARTICLE III CONDITIONS TO MAKING ADVANCES........................................................................  29
         3.01     Conditions Precedent to the Making of the Advances.............................................  29

ARTICLE IV REPRESENTATIONS AND WARRANTIES........................................................................  34
         4.01     Representations and Warranties of the Borrower.................................................  34

ARTICLE V COVENANTS OF THE BORROWER..............................................................................  39
         5.01     Affirmative Covenants..........................................................................  39
         5.02     Negative Covenants.............................................................................  43

ARTICLE VI EVENTS OF DEFAULT.....................................................................................  48
         6.01     Events of Default..............................................................................  48

ARTICLE VII THE AGENT............................................................................................  51
         7.01     Authorization and Action.......................................................................  51
         7.02     Agents' Reliance, Etc..........................................................................  51
         7.03     WestLB and Affiliates..........................................................................  52
         7.04     Lender Credit Decision.........................................................................  52
         7.05     Indemnification................................................................................  52
         7.06     Successor Agents...............................................................................  53


                                       i


                                                                                                               
ARTICLE VIII MISCELLANEOUS.......................................................................................  53
         8.01     Amendments, Etc................................................................................  53
         8.02     Notices, Etc...................................................................................  54
         8.03     No Waiver; Remedies............................................................................  54
         8.04     Costs and Expenses.............................................................................  55
         8.05     Right of Set-off...............................................................................  56
         8.06     Binding Effect.................................................................................  56
         8.07     Assignments and Participations.................................................................  57
         8.08     Confidentiality................................................................................  59
         8.09     Governing Law..................................................................................  59
         8.10     Execution in Counterparts......................................................................  59
         8.11     Jurisdiction, Etc..............................................................................  59
         8.12     Waiver of Jury Trial...........................................................................  61
         8.13     Non-Recourse...................................................................................  61
         8.14     Capacity of Trustees...........................................................................  61



EXHIBIT A PROMISSORY NOTE

EXHIBIT B NOTICE OF ADVANCE

EXHIBIT C ASSIGNMENT AND ACCEPTANCE

SCHEDULE 1

EXHIBIT D FORM OF SUBORDINATED LOAN AGREEMENT

EXHIBIT E FORM OF SUBORDINATED AGREEMENT

EXHIBIT F FORM OF PLEDGE AGREEMENT

EXHIBIT G FORM OF SECURITY AGREEMENT

SCHEDULE I APPLICABLE LENDING OFFICES

SCHEDULE 1.01(a) FBO CONTRACTS

SCHEDULE 1.01(b) Management Contracts to be provided

SCHEDULE 1.01(c) Material Contracts

SCHEDULE 1.01(d) Material Contracts Allocated Values

SCHEDULE 3.01(e)(iv)

SCHEDULE 4.01(c) Authorizations and Consents

SCHEDULE 4.01(h)(i) Collateral

SCHEDULE 4.01(h)(ii) Aviation Assets Not Included in Collateral

SCHEDULE 4.01(n) Environmental Compliance

SCHEDULE 4.01(o) Outstanding Debt or material obligations

SCHEDULE 4.01(q) Location of Borrower

SCHEDULE 4.01(r) Aviation Assets



SCHEDULE 4.01(t) Government Assets

SCHEDULE 5.01(r) Consents by the Airport Authorities

SCHEDULE 5.02(c) Liens Existing on Initial Closing



                                CREDIT AGREEMENT

                            Dated as of July 29, 2002

         MACQUARIE AIRPORTS NORTH AMERICA INC., a Delaware corporation (the
"BORROWER"), the banks, financial institutions and other institutional lenders
(the "INITIAL LENDERS") listed on the signature pages hereof, WESTDEUTSCHE
LANDESBANK GIROZENTRALE ("WESTLB" ), as Administrative Agent (the
"ADMINISTRATIVE AGENT"), and CITIBANK, N.A. ("CITIBANK"), not in its individual
capacity, but solely as Collateral Agent (the "COLLATERAL AGENT") for the
Secured Parties (as hereinafter defined), agree as follows:

         PRELIMINARY STATEMENTS

         (1)      Borrower was organized by the Equity Investors (as hereinafter
defined) to purchase the aviation assets (the "AVIATION ASSETS") of American
Port Services Inc. ("AMPORTS") through one or more of Borrower's Subsidiaries
(the "PURCHASER SUBSIDIARIES").

         (2)      Borrower has requested that the Lenders lend to it
US$36,000,000 (the "SENIOR DEBT") to purchase the Aviation Assets through the
Purchaser Subsidiaries and Borrower shall contribute the proceeds of the Advance
(as hereinafter defined) to the Purchaser Subsidiaries to enable the Purchaser
Subsidiaries to acquire the Aviation Assets.

         (3)      Such contribution of the proceeds of the Advances to the
Purchaser Subsidiaries shall represent (i) a capital contribution, (ii) a loan,
or (iii) a combination of (i) and (ii) to the Purchaser Subsidiaries.

                                   ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

         1.01     Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

         "ABPH" has the meaning specified in the Purchase Agreement.

         "ADMINISTRATIVE AGENT" has the meaning specified in the introductory
paragraph hereto.

         "ADMINISTRATIVE AGENT FEE AGREEMENT" means the letter agreement dated
as of the date hereof between the Borrower and the Administrative Agent relating
to certain fees payable in connection with the transactions contemplated by the
Loan Documents.

         "ADMINISTRATIVE AGENT'S ACCOUNT" means the account of the
Administrative Agent maintained by the Administrative Agent at JP Morgan Chase,
New York with its office at One Chase Manhattan Plaza, New York, New York 10081,
ABA No. 021-000-021, Account of: Westdeutsche Landesbank Girozentrale, New York
Branch, Account No. 9201-06-0663, Attention: Arcadio Diaz.

                                       1


         "ADVANCES" means an advance by a Lender to the Borrower pursuant to
Article II and refers to a Base Rate Advance or a Eurodollar Rate Advance (each
of which shall be a "Type" of Advance).

         "AFFILIATE" means, as to any Person, any other Person that, directly or
indirectly, controls, is controlled by or is under common control with such
Person or is a director or officer of such Person. For purposes of this
definition, the term "control" (including the terms "controlling", "controlled
by" and "under common control with") of a Person means the possession, direct or
indirect, of the power to vote 10% or more of the Voting Stock of such Person or
to direct or cause the direction of the management and policies of such Person,
whether through the ownership of Voting Stock, by contract or otherwise.

         "AGENTS" means the Administrative Agent and the Collateral Agent.

         "AIRPORTS" shall have the meaning set forth in the Purchase Agreement.

         "AIRPORT CONSENTS" shall have the meaning set forth in the Purchase
Agreement.

         "ALLOCABLE PERCENTAGES" shall have the meaning set forth in the
Purchase Agreement.

         "AMPORTS" shall have the meaning set forth in Paragraph (1) of the
Preliminary Statements.

         "AMPORTS AVIATION GROUP" shall have the meaning set forth in the
Purchase Agreement.

         "APPLICABLE LENDING OFFICE" means, with respect to each Lender, such
Lender's Domestic Lending Office in the case of a Base Rate Advance and such
Lender's Eurodollar Lending Office in the case of a Eurodollar Rate Advance.

         "APPLICABLE MARGIN" means, (i) for the period from the date of this
Agreement until the first (1st) anniversary of the date of the Advances (the
"Margin Adjustment Date"), an amount equal to 1.875%; for the period from the
day immediately following the Margin Adjustment Date through the third (3rd)
anniversary of the date hereof, an amount equal to 1.875% less the Margin
Adjustment Amount and (ii) for the period from the day immediately following the
third (3rd) anniversary hereof through and including the date on which all
amounts owing hereunder are paid in full, an amount equal to 2.25% less the
Margin Adjustment Amount.

         "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance entered
into by a Lender and an Eligible Assignee and accepted by the Administrative
Agent, in substantially the form of Exhibit C hereto.

         "AVIATION ASSETS" shall have the meaning set forth in Paragraph (1) of
the Preliminary Statements.

         "BASE RATE" means a fluctuating interest rate per annum in effect from
time to time, which rate per annum shall at all times be equal to the higher of:

                                       2


                  (a)      the rate of interest announced publicly by WestLB in
         New York, New York, from time to time, as WestLB's prime rate; and

                  (b)      1/2 of one percent per annum above the Federal Funds
         Rate.

         "BASE RATE ADVANCE" means an Advance to the extent that it bears
interest as provided in Section 2.05(a)(i).

         "BENEFIT PLAN" means any employee benefit plan (as defined in Section
3(3) of ERISA) or other employee benefit plan, arrangement or program (whether
or not subject to ERISA) which is maintained, sponsored, contributed to (or
required to be contributed to) by the Borrower or any ERISA Affiliate, other
than any such plan, arrangement or program that is not subject to the laws of
the United States.

         "BORROWER" has the meaning specified in the introductory paragraph
hereof.

         "BUSINESS DAY" means a day of the year on which banks are not required
or authorized by law to close in New York City and, if the applicable Business
Day relates to a Eurodollar Rate Advance, on which dealings are carried on in
the London interbank market.

         "CAPITAL EXPENDITURES" means all expenditures made, directly or
indirectly, by any Person for equipment, fixed assets, real property or
improvements or for replacements or substitutions therefor or additions thereto
that have been, or should be, in accordance with GAAP, reflected as additions to
property, plant or equipment on a balance sheet of such Person.

         "CASH EQUIVALENTS" means any of the following, to the extent owned by
the Borrower or any of its Subsidiaries free and clear of all Liens other than
Liens created under the Collateral Documents and having a maturity of not
greater than 360 days from the date of acquisition thereof: (a) readily
marketable direct obligations of the Government of the United States or any
agency or instrumentality thereof or obligations unconditionally guaranteed by
the full faith and credit of the Government of the United States, (b) insured
certificates of deposit of or time deposits with any commercial bank that is a
Lender or a member of the Federal Reserve System, issues (or the parent of which
issues) commercial paper rated as described in clause (c), is organized under
the laws of the United States or any State thereof and has combined capital and
surplus of at least $1 billion or (c) commercial paper in an aggregate amount of
no more than US$5,000,000 per issuer outstanding at any time, issued by any
corporation organized under the laws of any State of the United States and rated
at least "Prime-l" (or the then equivalent grade) by Moody's Investors Service,
Inc. or "A-1" (or the then equivalent grade) by Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc., or (d) money market
funds which invest exclusively in direct obligations of the Government of the
United States.

         "CITIBANK" has the meaning specified in the introductory paragraph
hereof.

         "COLLATERAL" means collectively, the Pledged Collateral, the Security
Agreement Collateral and any other collateral covered by or described under any
of the Collateral Documents.

                                       3


         "COLLATERAL AGENT" has the meaning specified in the introductory
paragraph hereto.

         "COLLATERAL AGENT FEE AGREEMENT" means the letter agreement dated as of
the date hereof between the Borrower and the Collateral Agent relating to
certain fees payable in connection with the transactions contemplated by the
Loan Documents.

         "COLLATERAL DOCUMENTS" means the Security Agreement, the Pledge
Agreement and any other agreement, document, instrument and writing executed
from time to time which creates or purports to create a Lien in favor of the
Collateral Agent for the benefit of the Secured Parties.

         "COMMITMENT" has the meaning specified in Section 2.01.

         "CONFIDENTIAL INFORMATION" means the Loan Documents and information
that the Borrower or any of its Affiliates furnishes to the Administrative Agent
or any Lender which the Borrower designates in writing as confidential, but does
not include any such information that is or becomes generally available to the
public or that is or becomes available to the Administrative Agent or such
Lender from a source other than the Borrower or any of its Affiliates provided
same is not subject to a confidentiality agreement.

         "CONSOLIDATED" refers to the consolidation of accounts in accordance
with GAAP.

         "CONSOLIDATED INTEREST EXPENSE" means, for any period, all interest
expense (whether paid or accrued) paid or payable on the Advances for such
period, determined on a Consolidated basis and in accordance with GAAP for such
period, including, without limitation, (A) interest expense paid or payable
during such period resulting from Advances and (B) all fees paid pursuant to
Section 2.15 and (C) the net payment, if any, payable in connection with Hedge
Agreements less the net credit, if any, received in connection with Hedge
Agreements.

         "CONSOLIDATED NET INCOME" means, with respect to any Person for any
period, the net income (or net loss) of such Person and its Subsidiaries for
such period, determined on a Consolidated basis and in accordance with GAAP for
such period.

         "CONVERT", "CONVERSION" and "CONVERTED" each refers to a conversion of
Advances of one Type into Advances of the other Type pursuant to Section 2.06 or
2.07.

         "CORE ASSETS" shall have the meaning specified in the Purchase
Agreement.

         "DEBT" of any Person means, without duplication, (a) all indebtedness
of such Person for borrowed money, (b) all obligations of such Person for the
deferred purchase price of property or services (other than trade payables or
other similar indebtedness incurred in the ordinary course of such Person's
business not overdue by more than 90 days or being contested in good faith), (c)
all obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments, (d) all obligations of such Person created or arising under
any conditional sale or other title retention agreement with respect to property
acquired by such Person (even though the rights and remedies of the seller or
lender under such agreement in the event of default are limited to repossession
or sale of such property), (e) all obligations of such Person as

                                       4


lessee under leases that have been or should be, in accordance with GAAP,
recorded as capital leases, (f) all obligations, contingent or otherwise, of
such Person in respect of acceptances, letters of credit or similar extensions
of credit, (g) all obligations of such Person in respect of Hedge Agreements,
(h) all Debt of others referred to in clauses (a) through (g) above or clause
(i) below guaranteed by such Person, or in effect guaranteed by such Person
through an agreement (1) to pay or purchase such Debt or to advance or supply
funds for the payment or purchase of such Debt or (2) to make a loan to or
invest equity in the debtor to permit the debtor to pay such Debt and (i) all
Debt referred to in clauses (a) through (h) above secured by (or for which the
holder of such Debt has an existing right, contingent or otherwise, to be
secured by) any Lien on property (including, without limitation, accounts and
contract rights) owned by such Person, even though such Person has not assumed
or become liable for the payment of such Debt.

         "DEFAULT" means any Event of Default or any event that would constitute
an Event of Default but for the requirement that notice be given or time elapse
or both.

         "DIRECTION LETTER" has the meaning specified in the Escrow Agreement.

         "DOLLARS" and "$" means lawful currency of the United States of
America.

         "DOMESTIC LENDING OFFICE" means, with respect to any Lender, the office
of such Lender specified as its "Domestic Lending Office" opposite its name on
Schedule I hereto or in the Assignment and Acceptance pursuant to which it
became a Lender, or such other office of such Lender as such Lender may from
time to time specify to the Administrative Agent and the Borrower.

         "EBITDA" means, for any period, (a) the Consolidated Net Income of
Borrower and its Subsidiaries for such period plus (b) the sum of each of the
following expenses that have been deducted from the determination of the
Consolidated Net Income of Borrower and its Subsidiaries for such period: (i)
Consolidated Interest Expense for such period, (ii) all income tax expense
(whether federal, state, local, foreign or otherwise) of Borrower and its
Subsidiaries for such period, (iii) all depreciation expense of Borrower and its
Subsidiaries for such period, (iv) all amortization expense of Borrower and its
Subsidiaries for such period, and (v) all extraordinary losses deducted in the
determination of the Consolidated Net Income of Borrower and its Subsidiaries
for such period less all extraordinary gains added in the determination of the
Consolidated Net Income of Borrower and its Subsidiaries for such period, in
each case determined on a Consolidated basis and in accordance with GAAP for
such period.

         "EFFECTIVE DATE" means the date this Agreement is duly executed and
delivered by the parties hereto.

         "ELIGIBLE ASSIGNEE" means (i) a Lender; (ii) an Affiliate of a Lender;
(iii) a commercial bank organized under the laws of the United States, or any
State thereof, and having a combined capital and surplus of at least
US$250,000,000; (iv) a savings and loan association or savings bank organized
under the laws of the United States, or any State thereof, and having a combined
capital and surplus of at least US$250,000,000; (v) a commercial bank organized
under the laws of any other country that is a member of the Organization for
Economic Cooperation and Development or has concluded special lending
arrangements with the

                                       5


International Monetary Fund, and having a combined capital and surplus of at
least US$250,000,000, so long as such bank is acting through a branch or agency
located in the United States; (vi) the central bank of any country that is a
member of the Organization for Economic Cooperation and Development; and (vii)
any other Person approved by the Administrative Agent and, unless an Event of
Default has occurred and is continuing at the time any assignment is effected in
accordance with Section 8.07, the Borrower, such approval not to be unreasonably
withheld or delayed; provided, however, that neither the Borrower nor an
Affiliate of the Borrower shall qualify as an Eligible Assignee.

         "ENVIRONMENTAL ACTION" means any action, suit, claim, consent order,
consent agreement, notice or demand, in each case, in writing, relating to any
Environmental Law, Environmental Permit or Hazardous Materials.

         "ENVIRONMENTAL LAW" means any applicable federal, state, local or
foreign statute, law, ordinance, rule, regulation, code, order, judgment,
decree, policy or interpretation having the force of law relating to pollution
or protection of the environment.

         "EQUITY INTERESTS" means, with respect to any Person, shares of capital
stock (or other ownership or profit interest in) such Person, warrants, options
or other rights for the purchase or other acquisition from such Person of shares
of capital stock of (or other ownership or profit interests in) such Person,
securities convertible into or exchangeable for shares of capital stock of (or
ownership or profit interests in) such Person or warrants, rights or options for
the purchase or other acquisition from such Person of such shares (or such other
interests), and other ownership or profit interests in such Person, including,
without limitation, partnership, member or trust interests therein, whether
voting or nonvoting, and whether or not such shares, warrants, options, rights
or other interests are authorized or otherwise existing on any date of
determination.

         "EQUITY INVESTORS" means Macquarie Specialised Asset Management Limited
for and on behalf of Macquarie Global Infrastructure Fund A and Macquarie
Specialised Asset Management 2 Limited for and on behalf of Macquarie Global
Infrastructure Fund B and/or such other funds as Macquarie Global Infrastructure
Fund A and/or Macquarie Global Infrastructure Fund B may choose to invest in the
Equity Interests of Borrower.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder.

         "ERISA AFFILIATE" means any Person that for purposes of Title IV of
ERISA is a member of the Borrower's controlled group, or under common control
with the Borrower, within the meaning of Section 414 of the Internal Revenue
Code.

         "ERISA EVENT" means (a)(i) the occurrence of a reportable event, within
the meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day
notice requirement with respect to such event has been waived by the PBGC, or
(ii) the requirements of subsection (1) of Section 4043(b) of ERISA (without
regard to subsection (2) of such Section) are met with respect to a contributing
sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event
described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of

                                       6


ERISA is reasonably expected to occur with respect to such Plan within the
following 30 days; (b) the failure to meet the minimum funding standards of
ERISA or the Code with respect to a Single Employer Plan or application for a
minimum funding waiver with respect to a Plan; (c) the provision by the
administrator of any Plan of a notice of intent to terminate such Plan pursuant
to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan
amendment referred to in Section 4041(e) of ERISA); (d) the cessation of
operations at a facility of the Borrower or any ERISA Affiliate in the
circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by the
Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year
for which it was a substantial employer, as defined in Section 4001(a)(2) of
ERISA; (f) the conditions for the imposition of a lien under Section 302(f) of
ERISA shall have been met with respect to any Plan; (g) the adoption of an
amendment to a Plan requiring the provision of security to such Plan pursuant to
Section 307 of ERISA; (h) the institution by the PBGC of proceedings to
terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any
event or condition described in Section 4042 of ERISA that constitutes grounds
for the termination of, or the appointment of a trustee to administer, a Plan;
or (i) a complete or partial withdrawal by the Borrower or any ERISA Affiliate
from a Multiemployer Plan or notification that a Multiemployer Plan is in
reorganization.

         "ESCROW AGENT" has the meaning specified in the Escrow Agreement.

         "ESCROW AGREEMENT" means that certain Escrow Agreement dated July 29,
2002 among Macquarie Aviation North America Inc., Macquarie Aviation North
America 2 Inc., AMPORTS and Wilmington Trust Company.

         "ESCROW PROCEEDS" means any amounts payable to the Purchaser
Subsidiaries pursuant to the Escrow Agreement.

         "EUROCURRENCY LIABILITIES" has the meaning assigned to that term in
Regulation D of the Board of Governors of the Federal Reserve System, as in
effect from time to time.

         "EURODOLLAR LENDING OFFICE" means, with respect to any Lender, the
office of such Lender specified as its "Eurodollar Lending Office" opposite its
name on Schedule I hereto or in the Assignment and Acceptance pursuant to which
it became a Lender (or, if no such office is specified, its Domestic Lending
Office), or such other office of such Lender as such Lender may from time to
time specify to the Borrower and the Administrative Agent.

         "EURODOLLAR RATE" means, for any Interest Period for the Advances, to
the extent they are Eurodollar Rate Advances, an interest rate per annum equal
to the rate per annum obtained by dividing (a) the rate that is set forth on
Telerate Page Number 3750 (or any other page that may replace such page from
time to time) as of 11:00 A.M. (London time) on the second Business Day prior to
the first day of such Interest Period for US Dollar deposits having a tenor
equal to the applicable Interest Period or, if none of such page 3750 nor any
successor or similar service is available, the average (rounded upward to the
nearest whole multiple of 1/16 of 1% per annum, if such average is not such a
multiple) of the interest rate per annum at which deposits in US dollars are
offered by each of the Reference Banks in London, England to prime banks in the
London interbank market at 11:00 A.M. (London time) two Business Days before the
first day of such Interest Period in an amount substantially equal to such
Reference Bank's

                                       7


Eurodollar Rate Advance and for a period equal to such Interest Period by (b) a
percentage equal to 100% minus the Eurodollar Rate Reserve Percentage for such
Interest Period.

         "EURODOLLAR RATE ADVANCE" means an Advance to the extent that it bears
interest as provided in Section 2.05(a)(ii).

         "EURODOLLAR RATE RESERVE PERCENTAGE" for any Interest Period for an
Advance, to the extent it is a Eurodollar Rate Advance, means the reserve
percentage applicable two Business Days before the first day of such Interest
Period under regulations issued from time to time by the Board of Governors of
the Federal Reserve System (or any successor) for determining the maximum
reserve requirement (including, without limitation, any emergency, supplemental
or other marginal reserve requirement) for a member bank of the Federal Reserve
System in New York City with respect to liabilities or assets consisting of or
including Eurocurrency Liabilities (or with respect to any other category of
liabilities that includes deposits by reference to which the interest rate of
the Eurodollar Rate Advance is determined) having a term equal to such Interest
Period; provided such percentage shall apply only to the extent such reserve
requirement applies to the Lender, otherwise such percentage shall equal zero.

         "EVENT OF DEFAULT" has the meaning specified in Section 6.01.

         "EXCESS CASH FLOW" means Operating Cash Flow minus (a) Senior Debt
Service, (b) fees and expenses due pursuant to Section 2.15 and due pursuant to
any Hedge Agreements, (c) interest, principal payments, fees and expenses with
respect to any working capital facility permitted under this Agreement, (d)
required funding of the Senior Debt Service Reserve Account and (e) Capital
Expenditures made during the applicable period.

         "EXTRAORDINARY RECEIPT" means any cash received by or paid to or for
the account of any Person not in the ordinary course of business or on a
non-recurring basis, including, without limitation, tax refunds and pension plan
reversions; provided, however, that an Extraordinary Receipt shall not include
cash receipts received by any Person in respect of any third party claim against
such Person and applied to pay (or to reimburse such Person for its prior
payment of) such claim and the costs and expenses of such Person with respect
thereto; provided further that an Extraordinary Receipt shall not include
proceeds of any advance loss of profits insurance, delayed start-up or business
interruption insurance.

         "FBO LEASES" shall mean the contracts with the relevant airport
authorities and other related agreements, including all real property leases
with the relevant airport authorities associated therewith, as set forth on
Schedule 1.01(a).

         "FEDERAL FUNDS RATE" means, for any period, a fluctuating interest rate
per annum equal for each day during such period to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day that is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

                                       8


         "FEE AGREEMENTS" means the Administrative Agent Fee Agreement and the
Collateral Agent Fee Agreement.

         "FINANCIAL MODEL" means the financial model delivered pursuant to
Section 3.01(c).

         "FINANCIAL STATEMENTS" has the meaning set forth in Section 5.01(q).

         "GAAP" has the meaning specified in Section 1.03.

         "GENERAL ACCOUNT" has the meaning specified in the Security Agreement.

         "GOVERNMENTAL AUTHORITY" shall mean any nation or government, any
federal, state, city, town, municipality, county, local or other political
subdivision thereof or thereto and any department, commission, board, bureau,
instrumentality, agency or other entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government
and includes, without limitation, the Securities Exchange Commission, the
National Association of Securities Dealers and other similar securities or
commodities exchanges.

         "GRANTOR" shall mean each of Borrower and Macquarie Aviation North
America 2, Inc., a Delaware corporation, ILG Avcenter, Inc., a Delaware
corporation and Amports Avcenter, Inc., a Delaware corporation.

         "HAZARDOUS MATERIALS" means (a) petroleum and petroleum products,
radioactive materials, asbestos-containing materials and polychlorinated
biphenyls and (b) any other chemicals, materials or substances designated,
classified or regulated as hazardous or toxic or as a pollutant or contaminant
under any Environmental Law.

         "HEDGE AGREEMENTS" means interest rate swap, cap or collar agreements,
interest rate future or option contracts, currency swap agreements, currency
future or option contracts and other similar agreements.

         "HISTORIC SEMI-ANNUAL SDSCR" means, on any SDSCR Determination Date,
the ratio of (a) Operating Cash Flow calculated for the six months immediately
preceding the SDSCR Determination Date, to (b) the amount equal to (i) the
interest on the Advances required to be paid pursuant to Section 2.05, during
the six-month period immediately preceding such SDSCR Determination Date plus or
minus, as applicable, (ii) the amounts payable by or to Borrower, as applicable,
under the Hedge Agreements required pursuant to Sections 3.01(q) and Sections
5.01(p).

         "INDEMNIFIED PARTY" has the meaning specified in Section 8.04(b).

         "INITIAL CLOSING DATE" has the meaning specified therefore in the
Purchase Agreement.

         "INITIAL CONSIDERATION" has the meaning specified therefore in the
Purchase Agreement.

                                       9


         "INITIAL FUNDING" has the meaning specified in Section 3.01(j).

         "INITIAL LENDERS" has the meaning specified in the introductory
paragraph.

         "INITIAL SDSCR DETERMINATION DATE" means either (i) the date six months
after the last day of the Month preceding the Month of the Advances, if the date
of the Advances occurs on or prior to the 15th day of the Month of the Advances;
or (ii) the date six months after the last day of the Month of the Advances, if
the date of the Advances occurs after the 15th day of the Month of the Advances.

         "INSURANCE PROCEEDS" has the meaning specified in the Security
Agreement.

         "INSURANCES MEMORANDUM" means the insurances memorandum to be entered
into as of the date of the making of the Advances between the Borrower and the
Administrative Agent and initialed for identification purposes by the
Administrative Agent in relation to the insurances to be effected by the
Borrower from time to time in relation to such risks, matters and other events
or things and in such amounts and with such deductibles as the Administrative
Agent may initially require as the terms therein set out and otherwise in form
and substance reasonably satisfactory to the Administrative Agent acting in good
faith.

         "INTERCOMPANY LOAN" or "INTERCOMPANY LOANS" has the meaning set forth
in Section 5.02(c)(ix).

         "INTEREST PAYMENT DATE" has the meaning specified in the Security
Agreement.

         "INTEREST PERIOD" means, for an Advance if and when it is a Eurodollar
Rate Advance, the period commencing on the date of the Eurodollar Rate Advance
or the date of the Conversion of the Advance from a Base Rate Advance into a
Eurodollar Rate Advance and ending on the last day of the period selected by the
Borrower pursuant to the provisions below and, thereafter, each subsequent
period commencing on the first day of the period selected by the Borrower
pursuant to the provisions below and ending on the last day of such period. The
duration of each such Interest Period shall be one, two, three or six months as
the Borrower may, upon notice received by the Administrative Agent not later
than 11:00 A.M. (New York City time) on the third Business Day prior to the
first day of such Interest Period, select; provided, however, that:

                  (i)      the Borrower may not select any Interest Period that
         ends after the Maturity Date;

                  (ii)     whenever the last day of any Interest Period would
         otherwise occur on a day other than a Business Day, the last day of
         such Interest Period shall be extended to occur on the next succeeding
         Business Day, provided, however, that, if such extension would cause
         the last day of such Interest Period to occur in the next following
         calendar month, the last day of such Interest Period shall occur on the
         next preceding Business Day; and

                  (iii)    whenever the first day of any Interest Period occurs
         on a day of an initial calendar month for which there is no numerically
         corresponding day in the calendar

                                       10


         month that succeeds such initial calendar month by the number of months
         equal to the number of months in such Interest Period, such Interest
         Period shall end on the last Business Day of such succeeding calendar
         month.

         "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder.

         "INVESTMENT" in any Person means any loan or advance to such Person,
any purchase or other acquisition of any capital stock or other ownership or
profit interest, warrants, rights, options, obligations or other securities of
such Person, any capital contribution to such Person or any other investment in
such Person, including, without limitation, any arrangement pursuant to which
the investor incurs Debt of the types referred to in clause (h) or (i) of the
definition of "Debt" in respect of such Person.

         "LENDERS" means the Initial Lenders and each Person that shall become a
party hereto as a "Lender" pursuant to Section 8.07.

         "LENDER'S PERCENTAGE" means, at any time, the fraction of which the
numerator is the amount of the Advances then outstanding and the denominator is
the sum of the Advances then outstanding and the Initial Funding less any
repayment of Subordinated Debt or return of equity made, or to be made, in
connection with any return of Escrow Proceeds; provided, however, for purposes
of this definition, the Initial Funding shall not be deemed to include any
additional contributions to equity after the date of the Advances.

         "LIEN" means any lien, security interest or other charge or encumbrance
of any kind, including, without limitation, the lien or retained security title
of a conditional vendor and any easement, right of way or other encumbrance on
title to real property.

         "LOAN DOCUMENTS" means (i) this Agreement, (ii) any Note, (iii) the
Collateral Documents, (iv) the Subordination Agreement, (v) each Notice and
Acknowledgement, (vi) the Hedge Agreements pursuant to Sections 3.01(q) and
5.01(p) of this Agreement, and (vii) the Fee Agreements.

         "LOAN PARTIES" means, collectively, the Borrower, the Equity Investors
and each Grantor.

         "MACQUARIE GLOBAL INFRASTRUCTURE FUND A" means, the Series A specialty
investment fund managed by Macquarie Specialised Assets Management Limited, as
Trustee.

         "MACQUARIE GLOBAL INFRASTRUCTURE FUND B" means the Series B specialty
investment fund managed by Macquarie Specialised Asset management 2 Limited, as
Trustee.

         "MAJORITY CONTROL" means the possession, directly or indirectly, by a
Person of the power to direct or cause the direction of the management and
policies of another Person through the ownership of voting securities in
ordinary and extraordinary matters, including restructuring of indebtedness and
amendment or replacement of organizational documents; provided, however, that a
Person shall not be deemed to possess Majority Control if by contract

                                       11


or by order, decree or regulation of a Governmental Authority, such Person has
effectively ceded or been divested of the power to direct such management and
policies.

         "MANAGEMENT CONTRACTS" shall mean the contracts with the relevant
airport authorities, as set forth on Schedule 1.01(b).

         "MARGIN ADJUSTMENT AMOUNT" means the sum, if any, of the Applicable
Margin reduction for each Airport listed below for which the Borrower has
obtained the consent of the applicable airport authority for the creation of the
security interest by the applicable Subsidiary of the Borrower of the Material
Contracts for such Airport to the Collateral Agent for the benefit of the
Secured Parties pursuant to the terms of Section 5.01(r) hereof as of the Margin
Adjustment Date.



       Airport                  Applicable Margin reduction
       -------                  ---------------------------
                             
Louisville                            6 basis points
Pittsburgh                            5 basis points
Teterboro                             2 basis points
Gulfport                              2 basis points
Atlantic City                         2 basis points
Tweed-New Haven                       2 basis points
Burlington                            2 basis points
Republic                              2 basis points
Wilmington (New Castle)               2 basis points


         "MATERIAL ADVERSE CHANGE" means any occurrence or event that is
reasonably likely to have a Material Adverse Effect.

         "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the
business, assets, condition (financial or otherwise), operations or property of
the Borrower and its Subsidiaries taken as a whole, (b) the rights and remedies
of the Administrative Agent or any Lender under the Loan Documents or (c) the
ability of the Borrower to perform its obligations under this Agreement or the
other Loan Documents or the Purchase Agreement.

         "MATERIAL CONTRACT LIEN" shall mean any Lien (including any Permitted
Lien other than Liens (i) securing any Advance, (ii) imposed by governmental
authorities for taxes, assessments or charges not at the time overdue and/or
(iii) construction, repairs, mechanics, materialmen's, storage or similar Liens
arising in the ordinary course of business or incidental to the construction,
operation or improvement of any property for sums which are not overdue) created
on, over or with respect to any interest of the Borrower and/or its Subsidiaries
in, to or with respect to any FBO Lease and/or Management Contract in an amount
greater than 10% of the value allocated to the Airport, as set forth on Schedule
1.01(d) hereto, to which such FBO Lease and/or Management Contract relates. Such
allocated value being the "Material Contract Value".

         "MATERIAL CONTRACT RIGHTS" shall mean, with respect to any Material
Contract, each and all rights, title, interest in, under, to or arising out or
in connection with such Material

                                       12


Contract, including without limitation, (i) rights to receive moneys due and to
become due under or pursuant to such Material Contract, (ii) rights to receive
proceeds of any insurance, indemnity, warranty or guaranty with respect to such
Material Contract, (iii) claims for damages arising out of or for breach of or
default under such Material Contract, and (iv) the right to terminate such
Material Contract, to perform thereunder and to compel performance and otherwise
exercise all remedies thereunder.

         "MATERIAL CONTRACTS" shall mean the Management Contracts, the FBO
Leases, the Purchase Agreement, the Escrow Agreement, the Non-Competition
Agreement, and the Airports Consents, all as set forth on Schedule 1.01(c).

         "MATURITY DATE" means the fifth (5th) anniversary of the date of the
Advances.

         "MONTH OF THE ADVANCES" means the calendar month in which the date of
the Advances occurs.

         "MULTIEMPLOYER PLAN" means a multiemployer plan, as defined in Section
400 1(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate is making or
accruing an obligation to make contributions or has within any of the preceding
five plan years made or accrued an obligation to make contributions.

         "MULTIPLE EMPLOYER PLAN" means a single employer plan, as defined in
Section 400l(a)(15) of ERISA, that (a) is maintained for employees of the
Borrower or any ERISA Affiliate and at least one Person other than the Borrower
and the ERISA Affiliates or (b) was so maintained and in respect of which the
Borrower or any ERISA Affiliate could have liability under Section 4064 or 4069
of ERISA in the event such plan has been or were to be terminated.

         "NON-COMPETE PAYMENT" means the seven million five hundred thousand
U.S. Dollars (US$7,500,000) payable to ABPH by the Purchaser pursuant to the
Non-Competition Agreement.

         "NON-COMPETITION AGREEMENT" has the meaning specified in the Purchase
Agreement.

         "NON-COMPETITION PAYMENT" has the meaning specified therefore in the
Purchase Agreement.

         "NOTE" means any promissory note of the Borrower payable to the order
of any Lender, in substantially the form of Exhibit A hereto, evidencing the
indebtedness of the Borrower to such Lender resulting from the Advance made by
such Lender.

         "NOTICE AND ACKNOWLEDGMENT" has the meaning specified in the Security
Agreement.

         "NOTICE OF ADVANCES" has the meaning specified in Section 2.02.

                                       13


         "OPERATING CASH FLOW" means for any period (i) EBITDA less (ii) Taxes
Paid plus (iii) interest earned on the Senior Debt Service Reserve Amount and on
amounts in the other Pledged Accounts.

         "OUTSIDE DATE" has the meaning specified in the Purchase Agreement.

         "OTHER TAXES" has the meaning specified in Section 2.12.

         "PBGC" means the Pension Benefit Guaranty Corporation (or any
successor).

         "PERMITTED LIENS" means:

                  (a)      Liens securing any Advance;

                  (b)      Liens arising in the ordinary course of business
         which do not secure Debt and which in the aggregate do not exceed
         US$1,000,000 on a consolidated basis of the Borrower and its
         Subsidiaries;

                  (c)      Liens imposed by governmental authorities for taxes,
         assessments or charges or Liens imposed by utility rates or charges, in
         each case, not at the time overdue;

                  (d)      Liens imposed by governmental authorities for overdue
         taxes, assessments or charges or Liens imposed by utility rates or
         charges overdue and the validity or amount of which is being contested
         in good faith by appropriate proceedings, but only for so long as such
         contestation effectively postpones enforcement of any such Liens;

                  (e)      Liens incurred or deposits made in the ordinary
         course of the operation of the Borrower and its Subsidiaries in
         connection with workers' compensation, unemployment insurance, social
         security, pension and similar legislation;

                  (f)      Liens given to a public utility or any governmental
         authority when required in the ordinary course of operations of the
         Borrower and its Subsidiaries;

                  (g)      Construction, repair, mechanics, materialmen's,
         storage or similar Liens arising in the ordinary course of business or
         incidental to the construction, operation or improvement of any
         property for sums which are not overdue or the validity or amount of
         which is being contested in good faith by appropriate proceedings, but
         only for so long as such contestation effectively postpones enforcement
         of any such Liens and only in respect of which adequate reserves are
         being maintained to ensure the payment of such Liens, or such Liens
         could not reasonably be expected to have a Material Adverse Effect;

                  (h)      Easements and any registered restrictions or
         covenants that run with the property of the Borrower and its
         Subsidiaries; provided that such

                                       14


         easements, restrictions and covenants, in the aggregate, could not
         reasonably be expected to have a Material Adverse Effect;

                  (i)      Easements, rights of way for, or reservations or
         rights of others relating to, sewers, water lines, gas lines,
         pipelines, electric lines, cable television, telegraph and telephone
         lines, telecommunications services and other similar products or
         services provided that such easements, rights of way and reservations,
         in the aggregate, could not reasonably be expected to have a Material
         Adverse Effect; and

                  (j)      Zoning by-laws, ordinances or restrictions as to the
         use of real property, and agreements with other Persons registered
         against title to real property owned or leased by the Borrower and its
         Subsidiaries; provided that none of such by laws, ordinances or
         restrictions could reasonably be expected to have a Material Adverse
         Effect.

         "PERSON" means an individual, partnership, corporation (including a
business trust), joint stock company, trust, unincorporated association, joint
venture, limited liability company or other entity, or a government or any
political subdivision or agency thereof.

         "PLAN" means a Single Employer Plan or a Multiple Employer Plan.

         "PLEDGE AGREEMENT" means the pledge agreement dated the date of the
Advances by Equity Investors in favor of the Collateral Agent for the benefit of
the Secured Parties substantially in the-form of Exhibit F.

         "PLEDGED ACCOUNTS" has the meaning specified in the Security Agreement.

         "PROJECTED SDSCR" means, on any date of determination, the ratio of (a)
Operating Cash Flow during the fiscal quarter in which such determination is
made and the three fiscal quarters immediately succeeding such fiscal quarter to
(b) the sum of interest on the Advances required to be paid pursuant to Section
2.05 during the fiscal quarter in which such determination is made and the three
fiscal quarters immediately succeeding such fiscal quarter (assuming the
interest rates on the date of determination remain in effect for such period).

         "PURCHASE AGREEMENT" means the Sale and Purchase Agreement by and among
AMPORTS as Seller, Macquarie Aviation North America Inc. and Macquarie Aviation
North America 2 Inc., as Purchasers and Macquarie Specialised Asset Management
Limited, as Trustee, for and on behalf of Macquarie Global Infrastructure Fund A
and Macquarie Specialised Asset Management 2 Limited, as Trustee, for and on
behalf of Macquarie Global Infrastructure Fund B, as guarantors, relating to the
purchase of the Aviation Assets.

         "PURCHASE PRICE" has the meaning specified in the Purchase Agreement
plus (i) the Non-Competition Payment and (ii) Transitional Services Agreement
Payment.

         "PURCHASER SUBSIDIARIES" shall have the meaning set forth in Paragraph
(1) of the Preliminary Statements.

                                       15


         "REFERENCE BANKS" means JP Morgan Chase Bank, Citibank and WestLB.

         "REGISTER" has the meaning specified in Section 8.07(c).

         "REPLACEMENT SENIOR DEBT" has the meaning specified in Section
5.02(c)(iii).

         "REPLACEMENT SUBORDINATED DEBT" has the meaning specified in Section
5.02(c)(iv).

         "REQUIRED AMOUNT" has the meaning specified in the Security Agreement.

         "REQUIRED HEDGE AMOUNT" means an amount equal to not less than 50% of
the product of (a) the sum of (i) the Initial Consideration, (ii) the
Non-Competition Payment, (iii) the Transitional Services Agreement Payment and
(iv) for the period following the earlier of the (x) Outside Date, (y) the date
on which Escrow Proceeds are released and (z) the Subsequent Closing Date
following the receipt of all Airport Consents, all Subsequent Consideration
effectively paid by the Purchaser Subsidiaries as of the relevant determination
date and (b) the Lender's Percentage.

         "REQUIRED LENDERS" means at any time Lenders owed at least a majority
in interest of the then aggregate unpaid principal amount of the Advances owing
to Lenders, or, if no such principal amount is then outstanding, Lenders having
at least a majority in interest of the Commitments.

         "RESPONSIBLE OFFICER" means, for any Person, the president,
vice-president, treasurer or assistant treasurer of such Person.

         "REVISED TERMINATION DATE" has the meaning specified in the Purchase
Agreement.

         "SDSCR DETERMINATION DATE" means any of (i) the Initial SDSCR
Determination Date; and (ii) the last day of each subsequent three-month period
after the Initial SDSCR Determination Date.

         "SECURED OBLIGATIONS" has the meaning specified in the Security
Agreement.

         "SECURED PARTIES" means the Lenders and Agents.

         "SECURITY AGREEMENT" means the Security Agreement dated the date of the
Advances among Borrower, the Grantors, the Collateral Agent and Citibank, not in
its individual capacity but solely as Depositary Bank, substantially in the form
of Exhibit G.

         "SECURITY AGREEMENT COLLATERAL" means the collateral described in the
Security Agreement.

         "SENIOR DEBT" shall have the meaning set forth in Paragraph (2) of the
Preliminary Statements.

                                       16


         "SENIOR DEBT SERVICE" means all interest payments due pursuant to
Section 2.05.

         "SENIOR DEBT SERVICE ACCOUNT" has the meaning specified in the Security
Agreement.

         "SENIOR DEBT SERVICE RESERVE ACCOUNT" has the meaning specified in the
Security Agreement.

         "SENIOR DEBT SERVICE RESERVE AMOUNT" has the meaning specified in the
Security Agreement.

         "SINGLE EMPLOYER PLAN" means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the
Borrower or any ERISA Affiliate and no Person other than the Borrower or any
ERISA Affiliate (other than a Multiemployer Plan) or (b) was so maintained and
in respect of which the Borrower or any ERISA Affiliate could have liability
under Section 4069 of ERISA in the event such Plan has been or were to be
terminated.

         "SUBORDINATED LENDERS" means Macquarie Specialised Asset Management
Limited, as Trustee for and on behalf of Macquarie Global Infrastructure Fund C
and Macquarie Specialised Asset Management 2 Limited, as Trustee, for and on
behalf of Macquarie Global Infrastructure Fund D.

         "SUBORDINATED LOANS" means loans from the Subordinated Lenders to
Borrower, which loans are made pursuant to the Subordinated Loan Agreement and
are subordinated to the obligations of the Borrower under the Loan Documents in
accordance with the terms of the Subordination Agreement.

         "SUBORDINATED LOAN AGREEMENT" means a loan agreement to be dated the
date of the Initial Funding between the Borrower and Subordinated Lenders, as
lenders, duly executed and delivered and substantially in the form of Exhibit D.

         "SUBORDINATION AGREEMENT" means (i) the Subordination Agreement, to be
dated as of the date of the Advances, among the Borrower and Subordinated Lender
or any successor or assignee thereof in favor of the Secured Parties, duly
executed and delivered and substantially in the form of Exhibit E and (ii) each
other subordination agreement among Borrower and any lender of Replacement
Subordinated Debt, in favor of the Secured Parties and then remaining in effect,
as provided in Section 5.02(c)(iv).

         "SUBSEQUENT CLOSING" has the meaning specified in the Purchase
Agreement.

         "SUBSEQUENT CLOSING DATE" has the meaning specified in the Purchase
Agreement.

         "SUBSIDIARY" of any Person means any corporation, partnership, joint
venture, limited liability company, trust or estate of which (or in which) more
than 50% of (a) the issued and outstanding capital stock having ordinary voting
power to elect a majority of the Board of Directors of such corporation
(irrespective of whether at the time capital stock of any other class

                                       17


or classes of such corporation shall or might have voting power upon the
occurrence of any contingency), (b) the interest in the capital or profits of
such limited liability company, partnership or joint venture or (c) the
beneficial interest in such trust or estate is at the time directly or
indirectly owned or controlled by such Person, by such Person and one or more of
its other Subsidiaries or by one or more of such Person's other Subsidiaries.

         "TAXES" has the meaning specified in Section 2.12(a).

         "TAXES PAID" means for any period, the aggregate amount of taxes,
levies, imposts, deductions and withholdings paid by the Borrower or any of its
Subsidiaries in respect of such period, including income and franchise taxes.

         "TERMINATION DATE" means the earlier of (i) termination of the Purchase
Agreement, (ii) the later of (a) December 31, 2002 or (b) Revised Termination
Date and (iii) the date of termination in whole of the Commitments pursuant to
Section 2.03 or 6.01 herein.

         "TRANSITIONAL SERVICES AGREEMENT PAYMENT" has the meaning specified
therefore in the Purchase Agreement.

         "UNFUNDED PENSION LIABILITY" means the excess of a Plan's benefit
liabilities, under Section 4001(a)(16) of ERISA, over the current value of that
Plan's assets, determined in accordance with the assumptions used for funding
the Plan pursuant to Section 412 of the Internal Revenue Code for the applicable
plan year.

         "VOTING STOCK" means capital stock issued by a corporation, or
equivalent interests in any other Person, the holders of which are ordinarily,
in the absence of contingencies, entitled to vote for the election of directors
(or persons performing similar functions) of such Person, even if the right so
to vote has been suspended by the happening of such a contingency.

         "WESTLB" has the meaning specified in the introductory paragraph
hereof.

         1.02     Computation of Time Periods. In this Agreement in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
mean "to but excluding".

         1.03     Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with United States generally
accepted accounting principles as in effect from time to time ("GAAP").

         1.04     Interpretation. In this Agreement, except to the extent that
the context otherwise requires:

         (a)      Unless otherwise specified, references to Articles, Sections,
     clauses, Schedules and Exhibits are references to Articles, Sections and
     clauses of, and Schedules and Exhibits to, this Agreement;

         (b)      References to any document or agreement, including this
     Agreement, shall be deemed to include references to such document or
     agreement as amended,

                                       18


     supplemented or replaced and in effect from time to time in accordance with
     its terms and subject to compliance with the requirements set forth therein
     and herein; and

         (c)      References to any party to this Agreement or any other
     document or agreement shall include such party's successors and permitted
     assigns (and in the case of any governmental entity, any Person succeeding
     to its functions and capacities).

                                   ARTICLE II
                        AMOUNT AND TERMS OF THE ADVANCES

         2.01     The Advances. Each Lender agrees severally, on the terms and
conditions hereinafter set forth, to make a single Advance to the Borrower on
any Business Day during the period from the Effective Date until the Termination
Date in an aggregate amount not to exceed the amount set forth opposite such
Lender's name on the signature pages hereof, as such amount may be reduced
pursuant to Section 2.03 or 6.01 (such Lender's "COMMITMENT"). The aggregate
amount of the Advances shall be US$36,000,000 and shall consist of Advances of
the same Type made on the same day by the Lenders ratably according to their
respective Commitments. Amounts borrowed under this Section 2.01 and repaid or
prepaid may not be reborrowed.

         2.02     Making the Advances. (a) The Advances shall be made on notice,
given not later than 11:00 A.M. (New York City time) on the third Business Day
prior to the date of the proposed Advances in the case of Eurodollar Rate
Advances, or the first Business Day prior to the date of the proposed Advances
in the case of Base Rate Advances, by the Borrower to the Administrative Agent,
which shall give to each Lender prompt notice thereof by telecopier. Such notice
of Advances (a "Notice of Advances") shall be by telephone, confirmed
immediately in writing, or telecopier, in substantially the form of Exhibit B
hereto, specifying therein the requested (i) date of the Advances, (ii) Type of
Advances, (iii) amount of such Advances, and (iv) if Eurodollar Rate Advances,
initial Interest Period therefor. Each Lender shall, before 11:00 A.M. (New York
City time) on the date of such Advance, make available for the account of its
Applicable Lending Office to the Administrative Agent at the Administrative
Agent's Account, in same day funds, such Lender's Advance. After the
Administrative Agent's receipt of such funds and upon fulfillment of the
applicable conditions set forth in Article III, the Administrative Agent will
make such funds available to the Borrower at the Administrative Agent's address
referred to in Section 8.02.

         (b)      The Notice of Advances shall be irrevocable and binding on the
Borrower. If the Notice of Advances specifies the Advances will be Eurodollar
Rate Advances, the Borrower shall indemnify each Lender against any loss, cost
or expense incurred by such Lender as a result of any failure to fulfill on or
before the date specified in the Notice of Advances the applicable conditions
set forth in Article III, including, without limitation, any loss (excluding
loss of anticipated profits), cost or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by such Lender
to fund the Advance to be made by such Lender when such Advance, as a result of
such failure, is not made on such date.

         (c)      Unless the Administrative Agent shall have received notice
from a Lender prior to the date of the Advances that such Lender will not make
available to the Administrative Agent such Lender's Advance, the Administrative
Agent may assume that such Lender has made

                                       19


such Advance available to the Administrative Agent on the date of such Advance
in accordance with subsection (a) of this Section 2.02 and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower on
such date a corresponding amount. If and to the extent that such Lender shall
not have so made such Advance available to the Administrative Agent, such Lender
and the Borrower severally agree to repay to the Administrative Agent forthwith
on demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to the Borrower until the date such
amount is repaid to the Administrative Agent, at (i) in the case of the
Borrower, the interest rate applicable at the time to the Advances and (ii) in
the case of such Lender, the Federal Funds Rate. If such Lender shall repay to
the Administrative Agent such corresponding amount, such amount so repaid shall
constitute such Lender's Advance for purposes of this Agreement.

         (d)      The failure of any Lender to make the Advance to be made by it
shall not relieve any other Lender of its obligation, if any, hereunder to make
its Advance on the date of such Advance, but no Lender shall be responsible for
the failure of any other Lender to make the Advance to be made by such other
Lender on the date of the Advances.

         2.03     Termination or Reduction of the Commitments. The Borrower
shall have the right, upon at least five Business Days' notice to the
Administrative Agent, to terminate in whole or reduce ratably in part the
Commitments of the Lenders prior to the date of the Advances, provided that each
partial reduction shall be in the aggregate amount of US$1,000,000 or an
integral multiple of US$1,000,000 in excess thereof.

         2.04     Repayment. The Borrower shall repay to the Administrative
Agent for the ratable account of the Lenders on the Maturity Date the aggregate
principal amount of the Advances then outstanding.

         2.05     Interest.

         (a)      Scheduled Interest. The Borrower shall pay interest on the
unpaid principal amount of the Advance owing to each Lender from the date of
such Advance until such principal amount shall be paid in full, at the following
rates per annum:

         (i)      Base Rate Advances. During such periods as such Advance is a
     Base Rate Advance, a rate per annum equal at all times to (x) the Base Rate
     in effect from time to time plus (y) the Applicable Margin, payable in
     arrears quarterly on the last day of each December, March, June and
     September during such periods and on the date such Base Rate Advance shall
     be Converted or paid in full.

         (ii)     Eurodollar Rate Advances. During such periods as such Advance
     is a Eurodollar Rate Advance, a rate per annum equal at all times during
     each Interest Period for such Advance to the sum of (x) the Eurodollar Rate
     for such Interest Period for such Advance plus (y) the Applicable Margin,
     payable in arrears on the last day of such Interest Period and, if such
     Interest Period has a duration of more than three months, on each day that
     occurs during such Interest Period every three months from the first day of
     such Interest Period and on the date such Eurodollar Rate Advance shall be
     Converted or paid in full.

                                       20


         (b)      Default Interest. Upon the occurrence and during the
continuance of an Event of Default under Section 6.01 (except Section 6.01(c)),
the Borrower shall pay interest on (i) the unpaid principal amount of the
Advance owing to each Lender, payable in arrears on the dates referred to in
clause (a)(1) or (a)(ii) above, at a rate per annum equal at all times to 1.5%
per annum above the rate per annum required to be paid on the Advance pursuant
to clause (a)(i) or (a)(ii) above and (ii) to the fullest extent permitted by
law, the amount of any interest or other amount payable hereunder that is not
paid when due, from the date such amount shall be due until such amount shall be
paid in full, payable in arrears on the date such amount shall be paid in full
and on demand, at a rate per annum equal at all times to 1.5% per annum above
the rate per annum required to be paid on the Advances pursuant to clause (a)(i)
or (a)(ii)above.

         2.06     Interest Rate Determination.

         (a)      If applicable if any one or more of the Reference Banks shall
not furnish such timely information to the Administrative Agent for the purpose
of determining any such interest rate, the Administrative Agent shall determine
such interest rate on the basis of timely information furnished by the remaining
Reference Banks. The Administrative Agent shall give prompt notice to the
Borrower and the Lenders of the applicable interest rate determined by the
Administrative Agent for purposes of Section 2.05(a)(i) or (ii), and the rate,
if any, furnished by each Reference Bank for the purpose of determining the
interest rate under Section 2.05(a)(ii).

         (b)      If, with respect to any Eurodollar Rate Advances, the Required
Lenders notify the Administrative Agent that the Eurodollar Rate for any
Interest Period for such Advances will not adequately reflect the cost to such
Required Lenders of making, funding or maintaining their respective Eurodollar
Rate Advances for such Interest Period, the Administrative Agent shall forthwith
so notify the Borrower and the Lenders, whereupon (i) the Eurodollar Rate
Advance will automatically, on the last day of the then existing Interest Period
therefor, Convert into a Base Rate Advance, and (ii) the obligation of the
Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be
suspended until the Administrative Agent shall notify the Borrower and the
Lenders that the circumstances causing such suspension no longer exist.

         (c)      If the Borrower shall fail to select the duration of any
Interest Period for any Eurodollar Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01, the
Interest Period shall be deemed to be three months and the Administrative Agent
will forthwith so notify the Borrower and the Lenders.

         (d)      On the date on which the aggregate unpaid principal amount of
Eurodollar Rate Advances shall be reduced, by payment or prepayment or
otherwise, to less than US$5,000,000, such Advances shall automatically Convert
into Base Rate Advances.

         (e)      Upon the occurrence and during the continuance of any Event of
Default, (i) each Eurodollar Rate Advance will automatically, on the last day of
the then existing Interest Period therefor, Convert into a Base Rate Advance and
(ii) the obligation of the Lenders to make, or to Convert the Advances into,
Eurodollar Rate Advances shall be suspended until such Event of Default is cured
or waived.

                                       21


         (i)      If applicable, if fewer than two Reference Banks furnish
     timely information to the Administrative Agent for determining the
     Eurodollar Rate for any Eurodollar Rate Advances,

         (ii)     the Administrative Agent shall forthwith notify the Borrower
     and the Lenders that the interest rate cannot be determined for such
     Eurodollar Rate Advances,

         (iii)    each such Advance will automatically, on the last day of the
     then existing Interest Period therefor, Convert into a Base Rate Advance
     (or if such Advance is then a Base Rate Advance, will continue as a Base
     Rate Advance), and

         (iv)     the obligation of the Lenders to make, or to Convert Advances
     into, Eurodollar Rate Advances shall be suspended until the Administrative
     Agent shall notify the Borrower and the Lenders that the circumstances
     causing such suspension no longer exist.

         2.07     Optional Conversion of Advances. The Borrower may on any
Business Day, upon notice given to the Administrative Agent not later than 11:00
A.M. (New York City time) on the third Business Day prior to the date of the
proposed Conversion and subject to the provisions of Sections 2.06 and 2.10,
Convert all Advances from one Type into Advances of the other Type; provided,
however, that any Conversion of Eurodollar Rate Advances into Base Rate Advances
shall be made only on the last day of an Interest Period for such Eurodollar
Rate Advances and any Conversion of a Base Rate Advance into a Eurodollar Rate
Advance shall be in an aggregate amount not less than the minimum amount
specified in Section 2.06(d). Each such notice of a Conversion shall, within the
restrictions specified above, specify (i) the date of such Conversion, and (ii)
if such Conversion is into Eurodollar Rate Advances, the duration of the initial
Interest Period for such Advances. Each notice of Conversion shall be
irrevocable and binding on the Borrower.

         2.08     Optional and Mandatory Prepayments.

         (a)      The Borrower may, without penalty, upon at least five Business
Days' written notice to the Administrative Agent stating the proposed date and
principal amount of the prepayment, and if such notice is given the Borrower
shall, prepay the Advances in whole or in part; provided, however, that each
partial prepayment shall be in an aggregate principal amount of US$5,000,000 or
an integral multiple of US$1,000,000 in excess thereof.

         (b)      If as of the SDSCR Determination Date, the Historic
Semi-Annual SDSCR is equal to or less than 1.625 to 1.0, the Borrower shall
prepay the Advances within seven (7) Business Days of the SDSCR Determination
Date by an amount equal to the Excess Cash Flow for the three month period
immediately preceding such SDSCR Determination Date.

         (c)      To the extent any Insurance Proceeds are allocated pursuant to
Section 3.07 of the Security Agreement to make any prepayments hereunder, on the
Interest Payment Date applicable to this Agreement immediately succeeding the
date on which such amounts become available, the Borrower shall prepay the
Advances by an amount equal to any amounts so allocated.

                                       22


         (d)      Upon execution by the Seller of the Direction Letter pursuant
to Section 3.4 of the Escrow Agreement the Borrower shall prepay the Advances
within the following 3 business days after such execution in an amount equal to
that portion of the Purchase Price allocable to the Airport or Airports whose
Aviation Assets are not purchased by the Purchaser Subsidiaries so that the
Lender's Percentage, after giving effect to such prepayment, shall equal the
Lender's Percentage effective as of the date of the Advances.

         (e)      In the event of the existence, creation or imposition of a
Material Contract Lien, the Borrower shall prepay the Advances by an amount
equal to the lesser of (i) the amount secured or intended to be secured by such
Material Contract Lien and (ii) the Material Contract Value of such Material
Contract, if any such Material Contract Lien shall not be removed or bonded
within thirty (30) days after receipt of written notice of the creation or
imposition of such Material Contract Lien. Notwithstanding the foregoing, the
provisions of this Section 2.08(e) shall not be applicable with respect to each
Airport for which a consent is received in accordance with Section 5.01(r).

         (f)      In the event that any representation and warranty required to
be made by Borrower on any Subsequent Closing pursuant to the terms of Section
5.01(s) shall not be true and correct before and after giving effect to such
Subsequent Closing, and in the case of any representation and warranty made
pursuant to Section 4.01(r) with respect to Aviation Assets having an aggregate
value not in excess of 10% of the Purchase Price allocable to the applicable
Airport such failure shall remain uncured for sixty (60) days following such
Subsequent Closing, the Borrower shall prepay the Advances by an amount equal to
that portion of the Purchase Price allocable to the Airport or Airports with
respect to which such representation and warranty is not true and correct so
that the Lender's Percentage, after giving effect to such prepayment, shall
equal the Lender's Percentage effective as of the date of the Advances.

         (g)      Each prepayment of Advances shall be (i) allocated among the
Lenders pro rata based on their respective portion of the Advances, (ii)
accompanied by the payment of accrued interest on the amount prepaid to the date
of prepayment and (iii) in the event of a prepayment of a Eurodollar Rate
Advance, accompanied by any amount payable pursuant to Section 8.04(c).

         2.09     Increased Costs.

         (a)      If, due to either (i) the introduction of or any change in or
in the interpretation of any law or regulation after the date hereof or (ii) the
compliance with any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) after the date
hereof, there shall be any increase in the actual cost to any Lender of agreeing
to make or making, funding or maintaining Eurodollar Rate Advances (excluding
for purposes of this Section 2.09 any such increased costs resulting from (x)
Taxes or Other Taxes (as to which Section 2.12 shall govern) and (y) changes in
the basis of taxation of overall net income or overall gross income (or
franchise tax in lieu of such taxes) by the United States or by the foreign
jurisdiction or by state or local Governmental Authority under the laws of which
such Lender is organized or has its Applicable Lending Office or any political
subdivision thereof), then the Borrower shall from time to time, upon demand by
such Lender (with a copy of such demand to the Administrative Agent), pay to the
Administrative Agent for

                                       23


the account of such Lender additional amounts sufficient to compensate such
Lender for such actual increased cost.

         (b)      If any Lender determines that compliance with any law or
regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) affects or would
affect the amount of capital required or expected to be maintained by such
Lender or any corporation controlling such Lender and that the amount of such
capital is increased by or based upon the existence of such Lender's commitment
to lend hereunder and other commitments of this type, then, upon demand by such
Lender (with a copy of such demand to the Administrative Agent), the Borrower
shall pay to the Administrative Agent for the account of such Lender, from time
to time as specified by such Lender, additional amounts sufficient to compensate
such Lender or such corporation in the light of such circumstances, to the
extent that such Lender reasonably determines such increase in capital to be
allocable to the existence of such Lender's commitment to lend hereunder.

         (c)      Each Lender shall notify the Borrower of any event occurring
after the date of this Agreement entitling such Lender to the compensation under
paragraph (a) or (b) of this Section 2.09 as promptly as practicable, but in any
event within 120 days, after such Lender obtains actual knowledge thereof,
provided that if any Lender fails to give such notice within 120 days after it
obtains actual knowledge of such an event, such Lender shall, with respect to
compensation payable pursuant to this Section 2.09 in respect of any costs
resulting from such event, only be entitled to payment under this Section 2.09
for costs incurred from and after the date 120 days prior to the date that such
Lender does give such notice. Each Lender will furnish to the Borrower (with a
copy to the Administrative Agent) a certificate setting forth the basis and
amount of each such request by such Lender for compensation under paragraph (a)
or (b) of this Section 2.09. Determinations and allocations by any Lender for
purposes of this Section 2.09 of the effect of any event pursuant to this
Section 2.09 shall be conclusive and binding for all purposes, absent error in
the calculation of such amount.

         2.10     Illegality.

         (a)      Notwithstanding any other provision of this Agreement, if any
Lender shall notify the Administrative Agent that the introduction of or any
change in or in the interpretation of any law or regulation makes it unlawful,
or any central bank or other governmental authority asserts that it is unlawful,
for any Lender or its Eurodollar Lending Office to perform its obligations
hereunder to make Eurodollar Rate Advances or to fund or maintain a Eurodollar
Rate Advance hereunder, (i) the Eurodollar Rate Advance will automatically, upon
such notice, Convert into a Base Rate Advance and (ii) the obligation of the
Lenders to make, or to Convert such Advance into, a Eurodollar Rate Advance
shall be suspended until the Administrative Agent shall notify the Borrower and
the Lenders that the circumstances causing such suspension no longer exist.

         (b)      Each of the Lenders hereby agrees that, upon the occurrence of
any circumstances entitling such Lender to additional compensation or to cease
making, participating in or renewing, or funding or maintaining, Eurodollar Rate
Advances under any of the foregoing provisions of Section 2.09 or this Section
2.10, such Lender shall use reasonable efforts (consistent with its existing
internal policy applied on a nondiscriminatory basis and with

                                       24


applicable legal and regulatory restrictions) to designate a different
applicable Lending Office for any Advances affected by such circumstances and/or
to take any other reasonable actions requested by the Borrowers if the making of
such designation or the taking of such actions, in the case of Section 2.09,
would avoid the need for such additional compensation or, in the case of Section
2.10, would allow such Lender to continue to perform its obligations to make, to
participate in or renew, or to fund or maintain, Eurodollar Rate Advances, and,
in any such case, would not, in the reasonable judgment of such lender, be
otherwise disadvantageous to such Lender.

         2.11     Payments and Computations.

         (a)      The Borrower shall make each payment hereunder and under the
Notes not later than 11:00 A.M. (New York City time) on the day when due in US
Dollars to the Administrative Agent at the Administrative Agent's Account in
same day funds. The Administrative Agent will promptly thereafter cause to be
distributed like funds relating to the payment of principal or interest or
facility fees ratably (other than amounts payable pursuant to Section 2.09, 2.12
or 8.04(c)) to the Lenders for the account of their respective Applicable
Lending Offices, and like funds relating to the payment of any other amount
payable to any Lender to such Lender for the account of its Applicable Lending
Office, in each case to be applied in accordance with the terms of this
Agreement and the other Loan Documents. Upon its acceptance of an Assignment and
Acceptance and recording of the information contained therein in the Register
pursuant to Section 8.07(d), from and after the effective date specified in such
Assignment and Acceptance, the Administrative Agent shall make all payments
hereunder and under the Notes in respect of the interest assigned thereby to the
Lender assignee thereunder, and the parties to such Assignment and Acceptance
shall make all appropriate adjustments in such payments for periods prior to
such effective date directly between themselves.

         (b)      All computations of interest based on the Base Rate shall be
made by the Administrative Agent on the basis of a year of 365 or 366 days, as
the case may be, and all computations of interest based on the Eurodollar Rate
or the Federal Funds Rate shall be made by the Administrative Agent on the basis
of a year of 360 days, in each case for the actual number of days (including the
first day but excluding the last day) occurring in the period for which such
interest is payable. Each determination by the Administrative Agent of an
interest rate hereunder shall be conclusive and binding for all purposes, absent
manifest error.

         (c)      Whenever any payment hereunder or under the Notes shall be
stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of payment of interest; provided, however,
that, if such extension would cause payment of interest on or principal of
Eurodollar Rate Advances to be made in the next following calendar month, such
payment shall be made on the next preceding Business Day.

         (d)      Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the Lenders
hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each

                                       25


Lender on such due date an amount equal to the amount then due such Lender. If
and to the extent the Borrower shall not have so made such payment in full to
the Administrative Agent, each Lender shall repay to the Administrative Agent
forthwith on demand such amount distributed to such Lender together with
interest thereon, for each day from the date such amount is distributed to such
Lender until the date such Lender repays such amount to the Administrative
Agent, at the Federal Funds Rate.

         2.12     Taxes.

         (a)      Any and all payments by the Borrower hereunder or under the
Notes shall be made, in accordance with Section 2.11, free and clear of and
without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding, in the case of each Lender and the Administrative Agent, taxes
imposed on overall net income or overall gross income and franchise taxes
imposed in lieu of such taxes imposed on the Administrative Agent or any Lender
by the jurisdiction in which the Administrative Agent or the Lender, as the case
may be, is organized or is a resident or has a fixed place of business or a
permanent establishment or any political subdivision of the foregoing or where
the Lender's Applicable Lending Office is located or any political subdivision
thereof (all such non-excluded taxes, levies, imposts, deductions, charges,
withholdings and liabilities in respect of payments hereunder or under the Notes
being hereinafter referred to as "Taxes"). If the Borrower shall be required by
law to deduct any Taxes from or in respect of any sum payable hereunder or under
any Note to any Lender or the Administrative Agent, (1) the sum payable shall be
increased as may be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section
2.12) such Lender or Administrative Agent (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions and (iii) the Borrower shall pay
the full amount deducted to the relevant taxing authority or other authority in
accordance with applicable law.

         (b)      In addition, the Borrower shall pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies that arise from any payment made hereunder or under the Notes or
from the execution, delivery or registration of, performing under, or otherwise
with respect to, this Agreement or the Notes (hereinafter referred to as "OTHER
TAXES").

         (c)      The Borrower shall indemnify each Lender and the
Administrative Agent for and hold them harmless against the full amount of Taxes
or Other Taxes imposed on or paid by such Lender or Administrative Agent, as the
case may be, and any liability (including penalties, interest and reasonable out
of-pocket expenses) arising therefrom or with respect thereto. This
indemnification shall be made within 30 days from the date such Lender or
Administrative Agent, as the case may be, makes written demand therefor. If the
Borrower determines in good faith that a reasonable basis exists for contesting
any Taxes as to which additional amounts are payable under Section 2.12(a) or
(c) or for which indemnification has been demanded under Section 2.12(a) or (c),
each Lender and each Administrative Agent shall (to the extent such party
determines in good faith that it shall not suffer any material adverse
consequences as a result thereof) cooperate with the Borrower in challenging
such Taxes at the expense of the Borrower if so requested by the Borrower in
writing.

                                       26


         (d)      Within thirty (30) days after the date of any payment of
Taxes, the Borrower shall furnish to the Administrative Agent, at its address
referred to in Section 8.02, the original or a certified copy of a receipt
evidencing such payment. In the case of any payment hereunder or under the Notes
by or on behalf of the Borrower through an account or branch outside the United
States or by or on behalf of the Borrower by a payor that is not a United States
person, if the Borrower determines that no Taxes are payable in respect thereof,
the Borrower shall furnish, or shall cause such payor to furnish, to the
Administrative Agent, at such address, an opinion of counsel reasonably
acceptable to the Administrative Agent stating that such payment is exempt from
Taxes. For purposes of this subsection (d) and subsection (e), the terms "United
States" and "United States person" shall have the meanings specified in Section
7701 of the Internal Revenue Code.

         (e)      If a Lender is organized under the laws of a jurisdiction
outside the United States, on or prior to the date of its execution and delivery
of this Agreement (or at such later time as such Lender becomes a party to this
Agreement), and from time to time thereafter as requested in writing by the
Borrower (but only so long as such Lender remains lawfully able to do so), such
Lender shall provide the Borrower with two original Internal Revenue Service
form W-8BENs certifying that (i) it is entitled to a reduced rate of United
States withholding tax on payments receivable under this Agreement or the Note
in accordance with an applicable tax treaty or (ii) it is not a United States
person (in the second case accompanied by a certificate representing that it is
not a "bank" for purposes of Section 881(c) of the Internal Revenue Code, is not
a 10 percent shareholder (within the meaning of Section 871(h)(3)(B) of the
Internal Revenue Code) of the Loan Party and is not a controlled foreign
corporation related to the Loan Party (within the meaning of Section 864(d)(4)
of the Internal Revenue Code)), or two original Internal Revenue Service form
W-8ECIs certifying that payments receivable by it under this Agreement or the
Note are effectively connected to a United States trade or business, as
appropriate, or any successor or other form prescribed by the Internal Revenue
Service. If the form provided by the Lender at the time the Lender becomes a
party to this Agreement indicates (or if correctly completed, would indicate) a
United States interest withholding tax rate in excess of zero, withholding tax
at such rate shall be considered excluded from Taxes unless and until the Lender
provides the appropriate forms certifying that a lesser rate applies, whereupon
withholding tax at such lesser rate only shall be considered excluded from Taxes
for periods governed by such form. If any form or document referred to in this
subsection (e) requires the disclosure of information, other than information
necessary to compute the tax payable and information required by Internal
Revenue Service form W-8BEN or W-8ECI (or any successor forms) that the Lender
reasonably considers to be confidential, the Lender shall give notice thereof to
the Borrower and shall not be obligated to include in such form or document such
confidential information.

         (f)      For any period with respect to which a Lender has failed to
provide the Borrower with the appropriate form described in Section 2.12(e)
(other than if such failure is due to a change in law occurring subsequent to
the date on which a form originally was required to be provided or if such form
otherwise is not required under subsection (e) above), such Lender shall not be
entitled to indemnification under Section 2.12(a) or (c) with respect to Taxes
imposed by the United States by reason of such failure; provided, however, that
should such Lender become subject to Taxes because of its failure to deliver a
form required hereunder, the

                                       27


Borrower shall take such steps as such Lender shall reasonably request to assist
such Lender to recover such Taxes.

         (g)      If a Lender determines, in its reasonable discretion, that it
has actually and finally realized in a year in which a payment under the Loan
Documents is made or in any subsequent year, by reason of a refund, deduction or
credit of any Taxes or Other Taxes paid or reimbursed by the Borrower pursuant
to subsection (a) or (c) above in respect of payments under the Loan Documents,
a current monetary benefit that it would otherwise not have obtained, and that
would result in the total payments under this Section 2.12 exceeding the amount
needed to make such Lender whole, such Lender shall pay to the Borrower, with
reasonable promptness following the date on which it actually realizes such
benefit, an amount equal to the lesser of the amount of such benefit or the
amount of such excess, in each case net of all out-of-pocket expenses in
securing such refund, deduction or credit.

         (h)      If a Lender claims any additional amounts payable pursuant to
this Section 2.12, it shall use reasonable efforts (consistent with legal and
regulatory restrictions) to file any certificate or document requested by
Borrower or to change the jurisdiction of its Applicable Lending Office and take
any other reasonable actions requested by Borrower if the making of such a
filing or change or the taking of such actions would avoid the need or reduce
the amount of any such additional amounts that may thereafter accrue and would
not, in the reasonable judgment of such Lender, be otherwise disadvantageous to
such Lender.

         2.13     Sharing of Payments, Etc. If any Lender shall obtain any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) on account of the Advance owing to it (other than
pursuant to Section 2.09, 2.12 or 8.04(c)) in excess of its ratable share of
payments on account of the Advances obtained by all the Lenders, such Lender
shall forthwith purchase from the other Lenders such participations in the
Advances owing to them as shall be necessary to cause such purchasing Lender to
share the excess payment ratably with each of them; provided, however, that if
all or any portion of such excess payment is thereafter recovered from such
purchasing Lender, such purchase from each Lender shall be rescinded and such
Lender shall repay to the purchasing Lender the purchase price to the extent of
such recovery together with an amount equal to such Lender's ratable share
(according to the proportion of (i) the amount of such Lender's required
repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered. The Borrower agrees that any Lender so
purchasing a participation from another Lender pursuant to this Section 2.13
may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Lender were the direct creditor of the Borrower in the amount of such
participation.

         2.14     Use of Proceeds. The proceeds of the Advances shall be
available (and the Borrower agrees that it shall use such proceeds) only to
partially fund either directly or through one of its wholly-owned Subsidiaries
(a) the purchase of all of those certain aviation assets of AMPORTS as described
in the Purchase Agreement, (b) the Non-compete Payment, (c) other payments under
Purchase Agreement, (d) to pay all transaction costs in respect of the
transactions contemplated hereby and by the Purchase Agreement, (e) to provide
for cash on

                                       28


hand, (f) to find the Senior Debt Service Reserve Account, (g) to fund the
obligations under the Escrow Agreement and (h) the payment under the
Transitional Services Agreement.

         2.15     Fees.

         (a)      The Borrower shall pay to the Administrative Agent for its
account the fees in the amounts and at the times set forth in the Administrative
Agent Fee Agreement.

         (b)      The Borrower shall pay to the Collateral Agent for its account
the fees in the amounts and at the times set forth in the Collateral Agent Fee
Agreement.

         (c)      The Borrower shall pay to the Administrative Agent for the
account of each Lender a commitment fee on the aggregate amount of the
Commitments at a rate equal to 0.375% per annum, which fee shall be allocated
among the Lenders pro rata according to their Commitments. Such commitment fee
shall be payable for the period beginning on the date of this Agreement and
ending on the date of the Advances.

         (d)      The Borrower shall pay to the Administrative Agent an
underwriting fee equal to 0.375% of the aggregate amount of the Commitments.
Such underwriting fee shall be payable on the date of the Advances.

                                  ARTICLE III
                          CONDITIONS TO MAKING ADVANCES

         3.01     Conditions Precedent to the Making of the Advances. The
obligation of each Lender to make any Advance shall be subject to the
fulfillment of the following conditions precedent:

         (a)      There shall exist no material action, suit, investigation,
     litigation or proceeding affecting the Borrower or any of its Subsidiaries
     or any other Loan Party pending or threatened before any court,
     governmental agency or arbitrator that (i) could reasonably be expected to
     have a Material Adverse Effect or (ii) purports to affect the legality,
     validity or enforceability of this Agreement or any Note or any other Loan
     Document or the consummation of the transactions contemplated hereby or
     pursuant to the Purchase Agreement.

         (b)      (i) Sufficient Airport Consents shall have been obtained so
     that the aggregate Allocable Percentages relative to the Airports whose
     businesses are to be transferred at the Initial Closing (including, without
     limitation, the Core Assets) shall equal at least eighty percent (80%) and
     (ii) the Borrower or one of its Subsidiaries shall either (A) have been
     assigned the benefit of, or (B) shall have access to the services under or
     provided by, all other contracts and other assets necessary for the
     continued operation of the Airports whose businesses are being transferred
     at the Initial Closing; (iii) all applicable waiting periods including any
     extensions thereof, clearance approval or filing under the Hart-Scott
     Rodino Antitrust Improvements Act of 1976, as amended, or under any other
     Antitrust Law or regulation relating to the transactions contemplated
     hereby shall have expired or been terminated or shall have been obtained or
     made and (iv) the US Government shall have notified the Purchasers of a
     decision to take no action with

                                       29


     respect to any notice filed by the Purchaser Subsidiaries to the Committee
     on Foreign Investment in the United States in connection with the
     acquisition of the Aviation Assets. If less than 100% of the Airport
     Consents have been received by the date of the Advances, as specified in
     the Notice of Advances, a pro rata share of the Advances shall be held in
     escrow in accordance with the terms of the Escrow Agreement.

         (c)      The Administrative Agent shall have received a financial model
     documenting the financing structure, assumptions and coverage ratios in
     form and substance reasonably satisfactory to the Administrative Agent.

         (d)      The Administrative Agent shall have received the unaudited
     balance sheets of the AMPORTS Aviation Group for the fiscal year ended
     December 31, 2001 and for the six (6) month period ended June 30, 2002 (the
     "JUNE 30TH FINANCIAL STATEMENTS") and the related statement of income and
     cash flows for the period then ended.

         (e)      The Administrative Agent shall have received a pro forma
     balance sheet on a consolidated basis (the "INITIAL CLOSING DATE BALANCE
     SHEET") of the Borrower and its Subsidiaries prepared based on the June
     30th Financial Statements and the estimated Working Capital Statements
     delivered by Seller pursuant to Section 2.08(a) of the Purchase Agreement
     giving effect to the Advances and the Initial Funding, subject to the
     Working Capital Adjustment process provided in Section 2.08 of the Purchase
     Agreement.

         (f)      On and as of the date of the Advances, the following
     statements shall be true and the Administrative Agent shall have received
     for the account of each Lender a certificate signed by a Responsible
     Officer of the Borrower, dated the date of the Advances, stating that:

                  (i)      The representations and warranties of the Borrower
         and each of its Affiliates, contained in this Agreement and in any
         other Loan Document, are true and correct on and as of the date of the
         Advances with the same effect as though such representations and
         warranties had been made on and as of such date (other than
         representations and warranties which speak as of an earlier date, which
         need only be true and correct as of such earlier date), and

                  (ii)     Prior and after giving effect to the Advances and the
         transactions contemplated by the Loan Documents, no event has occurred
         and is continuing that constitutes a Default.

         (g)      The Administrative Agent shall have received on or before the
     Effective Date the following, each dated such date, in form and substance
     reasonably satisfactory to the Administrative Agent:

                  (i)      The Fee Agreements duly executed by the Borrower.

                  (ii)     Certified copies of the resolutions of the Board of
         Directors of the Borrower approving this Agreement and of all documents
         evidencing other

                                       30


         necessary corporate action and governmental approvals, if any, with
         respect to this Agreement.

                  (iii)    A certificate of the Secretary or an Assistant
         Secretary of the Borrower certifying (i) the names and true signatures
         of the officers of the Borrower authorized to sign this Agreement and
         the other documents to be delivered hereunder and (ii) that attached
         thereto is a true and accurate copy of the by-laws of the Borrower.

                  (iv)     A copy of a certificate of the Secretary of State of
         the jurisdiction of formation of the Borrower dated reasonably near the
         Effective Date, certifying (A) as to a true and correct copy of the
         charter (or any similar constitutive document) of the Borrower and each
         amendment thereto on file in such Secretary's office and (B) each of
         the Borrower is duly incorporated and in good standing or presently
         subsisting under the laws of the State of the jurisdiction of its
         formation.

         (h)      The Administrative Agent shall have received on or before the
date of the Advances the following, each dated such day (unless otherwise
specified), in form and substance reasonably satisfactory to the Administrative
Agent and, with respect to subsection (vii) below, the Collateral Agent shall
also have received:

                  (i)      A Note to the order of each Lender.

                  (ii)     The Subordinated Loan Agreement and Subordination
         Agreement duly executed by the Borrower and Subordinated Lender, if
         applicable.

                  (iii)    Certified copies of the resolutions of the Board of
         Directors of the Borrower and each other Loan Party approving this
         Agreement and each other Loan Document to which it is a party, and of
         all documents evidencing other necessary corporate action and
         governmental approvals, if any, with respect to this Agreement and each
         other Loan Document to which it is a party.

                  (iv)     A certificate of the Secretary or an Assistant
         Secretary of the Borrower certifying (i) the names and true signatures
         of the officers of the Borrower and each other Loan Party authorized to
         sign this Agreement, each other Loan Document to which it is a party
         and the other documents to be delivered hereunder and (ii) that
         attached thereto is a true and accurate copy of the by-laws of the
         Borrower and each other Loan Party.

                  (v)      A copy of a certificate of the Secretary of State of
         the jurisdiction of formation of the Borrower and each other Loan
         Party, dated reasonably near the date of the Advances, certifying (A)
         as to a true and correct copy of the charter (or any similar
         constitutive document) of the Borrower and each other Loan Party and
         each amendment thereto on file in such Secretary's office and (B) each
         of the Borrower and each other Loan Party is duly incorporated and in
         good standing or presently subsisting under the laws of the State of
         the jurisdiction of its formation.

                                       31



                  (vi)     Favorable opinions of Hogan & Hartson L.L.P. with
         respect to Borrower and each other Loan Party, in form and substance
         mutually satisfactory to each of the Borrower's legal counsel and the
         Administrative Agent's legal counsel.

         (i)      The Borrower shall have notified each Lender and the
Administrative Agent in writing as to the proposed date of the Advances. The
Administrative Agent shall have received evidence reasonably satisfactory to it
evidencing that the Initial Closing Date under the Purchase Agreement shall have
occurred or will occur substantially simultaneously with the making of the
Advances in compliance with all applicable laws.

         (j)      The Administrative Agent shall have received evidence
reasonably satisfactory to it that Borrower has received, or shall
simultaneously therewith receive, funding from Equity Investors and/or
Subordinated Lender, if applicable, in an aggregate amount equal to no less than
US$22,200,000 in the form of equity and/or Subordinated Loans (the "INITIAL
FUNDING"). Notwithstanding the foregoing, the amount of the Subordinated Loans
made with respect to the Initial Funding shall not exceed US$12,000,000 in the
aggregate.

         (k)      The Administrative Agent shall have received the Insurances
Memorandum duly executed by the parties thereto and evidence reasonably
satisfactory to it evidencing that the insurance arrangements of the Borrower
and its Subsidiaries satisfy the requirements of the Loan Documents, together
with evidence of such insurance and that such insurance names the Collateral
Agent as additional insured and loss payee.

         (l)      The Administrative Agent shall have received on or before the
date of the Advances the following, each dated such date (unless otherwise
specified), in form and substance reasonably satisfactory to the Lenders and in
sufficient copies for each Lender:

                  (i)      The Pledge Agreement, duly executed by Equity
         Investors, together with:

                           (A)      completed requests for information, dated on
                  or before the date of the Advances, listing all effective
                  financing statements filed in New York and Washington, D.C.
                  that name Equity Investors as debtor, together with copies of
                  such other financing statements; and

                           (B)      evidence that all action that the
                  Administrative Agent may deem reasonably necessary or
                  desirable in order to perfect and protect the first priority
                  liens and security interests created under the Pledge
                  Agreement has been taken.

                  (ii)     The Security Agreement, duly executed by Borrower and
         each other Grantor together with:

                                       32


                           (A)      proper financing statements, in a form
                  sufficient to be duly filed under the Uniform Commercial Code
                  of Delaware and any other applicable jurisdiction in order to
                  perfect and protect the first priority liens and security
                  interests created under the Security Agreement, covering the
                  Security Agreement Collateral, and the Administrative Agent
                  shall have received from the Borrower sufficient monies to pay
                  in full all filing and recording fees related thereto;

                           (B)      evidence that all other action that the
                  Lenders may deem reasonably necessary or desirable in order to
                  perfect and protect the first priority liens and security
                  interests created under the Security Agreement has been taken;
                  and

                           (C)      the stock certificates representing 100% of
                  the shares of Macquarie Aviation North America, Inc.

                  (iii)    The Subordination Agreement duly executed by Borrower
         and Subordinated Lender with respect to the Subordinated Loan
         Agreement, if applicable.

                  (iv)     A certificate of the Secretary or an Assistant
         Secretary of the Borrower certifying that attached thereto are true and
         complete copies of each agreement and instrument set forth on Schedule
         1.01(c), together in each case with all amendments and modifications
         thereto to the date hereof.

         (m)      The Administrative Agent shall have received irrevocable
written instructions from the Borrower authorizing the Administrative Agent to
fund the Senior Debt Service Reserve Account in an amount equal to the Senior
Debt Service Reserve Amount.

         (n)      The Administrative Agent shall have received (i) a copy of the
Purchase Agreement and the Escrow Agreement, each duly executed by each party
thereto, together with all schedules and exhibits to each such agreement and all
amendments, if any, to each such agreement occurring on or prior to the date of
the Advances, and (ii) evidence reasonably satisfactory to it that each of the
conditions precedent to the Initial Closing set forth in the Purchase Agreement
has been satisfied and not waived or amended, except such waivers and amendments
which could not reasonably be expected to adversely affect a lender's decision,
acting in good faith, to make an Advance pursuant to the terms of this Agreement
and the other Loan Documents. The Borrower will deliver a certificate to the
Administrative Agent on the date of the Advances confirming that, except as
disclosed in such certificate, there have been no amendments to the Purchase
Agreement or the Escrow Agreement and no waivers of the conditions precedent to
the Initial Closing set forth in the Purchase Agreement.

         (o)      The Borrower shall have paid all accrued fees and expenses of
the Agents and the Lenders, subject to the provisions of Section 8.04 herein.

                                       33


         (p)      The Administrative Agent shall have received an annual budget
     for the fiscal year 2002.

         (q)      The Administrative Agent shall have received a Hedge Agreement
     covering the Required Hedge Amount in effect on the date of the Advances in
     form and substance acceptable to the Administrative Agent and the Borrower
     and if such Hedge Agreement is provided by a party other than
     Administrative Agent, an agreement acceptable to Administrative Agent
     whereby (a) Borrower collaterally assigns its rights under the Hedge
     Agreement and (b) the Hedge Agreement is subordinated to the Senior Debt.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

         4.01     Representations and Warranties of the Borrower. The Borrower
represents and warrants on behalf of itself and the other Loan Parties as
follows:

         (a)      Incorporation. Each of the Loan Parties (other than the
Pledgors) and Macquarie Aviation North America, Inc., is an entity duly
organized, validly existing and in good standing under the laws of the State of
its incorporation. With respect to the Pledgors, Macquarie Specialised Asset
Management Limited is a company duly organized and validly existing under the
laws of New South Wales, Australia, and Macquarie Specialised Asset Management 2
Limited is a company duly organized and validly existing under the laws of New
South Wales, Australia.

         (b)      No Conflict. The execution, delivery and performance by each
Loan Party, as applicable, of this Agreement, the Notes and each other Loan
Document to which it is party, and the consummation of the transactions
contemplated hereby, are within its corporate powers, have or will have been
duly authorized by all necessary corporate action, and do not contravene (i) its
charter or by-laws (or any other similar constitutive or governing documents),
(ii) any law or (iii) any contractual restriction binding on or affecting the
Borrower.

         (c)      Authorizations and Consents. No authorization or approval or
other action by, and no notice to or filing with, any governmental authority or
regulatory body or (ii) any other third party is required for the due execution,
delivery and performance by any Loan Party of this Agreement or the Notes or any
other Loan Document to which it is a party, except for those authorizations,
approvals, actions, notices and filings listed on Schedule 4.01(c) hereto.

         (d)      Due Execution and Delivery. This Agreement and each other Loan
Document when delivered hereunder will have been, duly executed and delivered by
the Borrower. This Agreement and each other Loan Document, when delivered
hereunder will be, the legal, valid and binding obligation of the applicable
Loan Party enforceable against such Loan Party in accordance with their
respective terms except as such enforceability may be limited by bankruptcy,
insolvency or other similar laws relating to creditor's rights.

         (e)      Financial Statements. The Initial Closing Date Balance Sheet
and, when delivered, the Final Closing Date Balance Sheet, fairly present the
assets and liabilities of the Borrower and its Subsidiaries on a consolidated
basis, subject to the working capital adjustment

                                       34


process set forth in Section 2.08 of the Credit Agreement as of such date. When
delivered, the Financial Statements will fairly present the financial position
of the Borrower and its Subsidiaries on a consolidated basis as of the date
referenced therein and for the periods covered thereby and have been prepared in
accordance with GAAP, subject to normal year end adjustments.

         (f)      Compliance with Laws. The Borrower is in compliance with all
applicable laws, ordinances, rules, regulations and requirements of Governmental
Authorities, except where noncompliance could not reasonably be expected to have
a Material Adverse Effect.

         (g)      No Default. No Default has occurred and is continuing under
this Agreement.

         (h)      Collateral. Except as set forth on Schedule 4.01(h)(i) hereto:

                  (i)      At the time of the making of the Advances, the
         Collateral Documents shall create a valid and perfected first priority
         security interest in the Collateral owned by such Loan Party at the
         time of or immediately following making the Advances, securing the
         payment of the Secured Obligations, and all filings and other actions
         necessary or desirable to perfect such security interest have been duly
         taken. The respective Grantor shall be the legal and beneficial owner
         of the Collateral purported to be subject to the Collateral Documents
         to which it shall be a party and the subject of any Lien granted by it
         pursuant to the Collateral Documents, free and clear of any Lien,
         except for Permitted Liens.

                  (ii)     After giving effect to the acquisition of the
         Aviation Assets pursuant to the Purchase Agreement, each Grantor will
         not own any asset or property nor will such Grantor have any right, nor
         will such Grantor receive revenue from any source, that is not included
         in the definition of "COLLATERAL" other than as set forth on Schedule
         4.01(h)(ii) hereto.

         (i)      Litigation. There is no pending action, suit, investigation,
litigation or proceeding, including, without limitation, any Environmental
Action, affecting any Loan Party before any court, governmental agency or
arbitrator that (i) could reasonably be expected to have a Material Adverse
Effect or (ii) purports to affect the legality, validity or enforceability of
this Agreement or any other Loan Document or the consummation of the
transactions contemplated hereby.

         (j)      Margin Stock. The Borrower is not engaged in the business of
extending credit for the purpose of purchasing or carrying margin stock (within
the meaning of Regulation U issued by the Board of Governors of the Federal
Reserve System), and no proceeds of any Advance will be used to purchase or
carry any margin stock or to extend credit to others for the purpose of
purchasing or carrying any margin stock.

         (k)      Investment Company Act. The Borrower is not an "investment
company" or a company "controlled" by a Person that is registered, or is
required to be registered, as an

                                       35


"investment company", in each case, as such terms are defined in the Investment
Company Act of 1940, as amended.

         (l)      Taxes. Each Loan Party has filed all material tax returns
which are required to be filed by it in any jurisdiction and has paid all taxes
due shown on such returns or any written assessment received by it except those
contested in good faith by appropriate proceedings.

         (m)      ERISA Compliance. Except to the extent that any of the
following could not individually or in the aggregate reasonably be expected to
have a Material Adverse Effect:

                  (i)      Each Benefit Plan is in compliance with the
         applicable provisions of ERISA, the Internal Revenue Code and other
         federal or state law. Each Benefit Plan which is intended to qualify
         under Section 401(a) of the Internal Revenue Code has received a
         favorable determination letter from the Internal Revenue Service and
         nothing has occurred which would cause the loss of such qualification.
         The Borrower and each ERISA Affiliate has made all required
         contributions to any Benefit Plan subject to Section 412 of the
         Internal Revenue Code, and no application for a funding waiver or an
         extension of any amortization period pursuant to Section 412 of the
         Internal Revenue Code has been made with respect to any Plan.

                  (ii)     There are no pending or, to the best knowledge of
         Borrower after due inquiry, threatened claims, actions or lawsuits with
         respect to any Benefit Plan. There has been no prohibited transaction
         or violation of the fiduciary responsibility rules with respect to any
         Benefit Plan.

                  (iii)    (A) No ERISA Event has occurred or is reasonably
         expected to occur; (B) as of the date hereof, no Single Employer Plan
         has any Unfunded Pension Liability; (C) neither the Borrower nor any
         ERISA Affiliate has incurred, or reasonably expects to incur, any
         liability under Title IV of ERISA with respect to any Single Employer
         Plan (other than premiums due and not delinquent under Section 4007 of
         ERISA); and (D) the Borrower has not incurred any withdrawal liability,
         including contingent withdrawal liability, with respect to any
         Multiemployer Plan pursuant to Title IV of ERISA.

                  (iv)     Within the last five years no Single Employer Plan
         has been terminated, other than in a "standard termination" as that
         term is used in Section 4041(b)(1) of ERISA, nor has any Single
         Employer Plan with Unfunded Pension Liabilities been transferred
         outside of the "controlled group" (within the meaning of Section
         400l(a)(14) of ERISA) of the Borrower or any ERISA Affiliate.

                  (v)      Except as reflected in the Financial Model, the
         Borrower has no obligation to provide any post-retirement medical or
         health benefits.

         (n)      Environmental Compliance. Except as set forth on Schedule
4.01(n) hereto:

                                       36


                  (i)      The Borrower has no knowledge of any Environmental
         Action and has not received written notice of any Environmental Action,
         and, to the best of the Borrower's knowledge after due inquiry, no
         proceeding has been instituted raising any Environmental Action against
         the Borrower or any of its real properties now or formerly owned,
         leased or operated or other assets, alleging any damage to the
         environment or violation of any Environmental Law, except such as could
         not, individually or in the aggregate, reasonably be expected to have a
         Material Adverse Effect.

                  (ii)     The Borrower has no knowledge of any facts which
         could reasonably be expected to give rise to any Environmental Action
         or violation of Environmental Laws emanating from, occurring on or in
         any way related to its real properties now or formerly owned, leased or
         operated or to its other assets or their use, except such as could not,
         individually or in the aggregate, reasonably be expected to have a
         Material Adverse Effect.

                  (iii)    The Borrower has not stored any Hazardous Materials
         on its real properties now or formerly owned, leased or operated and
         has not disposed of any Hazardous Materials, in each case, in a manner
         contrary to any Environmental Laws that could, individually or in the
         aggregate, reasonably be expected to have a Material Adverse Effect.

                  (iv)     No building or other real property owned leased or
         operated by the Borrower contains any Hazardous Materials (except any
         such Hazardous Materials used in the ordinary course and stored and
         disposed of in compliance with all applicable Environmental Laws) which
         could, individually or in the aggregate, reasonably be expected to have
         a Material Adverse Effect; nor does there exist any release or, to the
         best of the Borrower's knowledge after due inquiry, threat of release
         of a Hazardous Material at any such real property which could,
         individually or in the aggregate, have a Material Adverse Effect; nor
         has there been any discharge or, to the best of the Borrower's
         knowledge, after due inquiry threatened discharge of any Hazardous
         Materials by Borrower into ground, surface or navigable water in
         connection with such real property which violates any Environmental Law
         and which could, individually or in the aggregate, reasonably be
         expected to have a Material Adverse Effect; nor has the United States
         or any state or local government or agency asserted or created a Lien
         upon any or all of such real property as a result of any use, spill,
         discharge or clean-up by Borrower of any Hazardous Materials; nor, to
         the best of the Borrower's knowledge after due inquiry, has any other
         act occurred at such real property which constitutes a violation of any
         Environmental Law and which could, individually or in the aggregate,
         reasonably be expected to have a Material Adverse Effect.

         (o)      Except as described in Schedule 4.01(o), the Borrower does
not, and its Subsidiaries do not, have any Debt.

                                       37


         (p)      Labor Matters. There are no labor controversies pending or, to
the best of the Borrower's knowledge after due inquiry, threatened against it,
other than any labor controversies which could not reasonably be expected to
have a Material Adverse Effect. The consummation of the transactions herein and
under the other Loan Documents will not give rise to a right of termination of
renegotiation on the part of any union under any collective bargaining agreement
to which the Borrower is bound.

         (q)      Location of Borrower. On the date hereof, each Loan Party is
"located" (as that term is defined in Section 9-307 of the Uniform Commercial
code) at the address set forth in Schedule 4.01(q).

         (r)      Aviation Assets. Following the acquisition of each of the
Aviation Assets, each such Aviation Asset shall be (i) adequate for the conduct
of the business by the Borrower and its Subsidiaries, in full compliance with
each of the Material Contracts; (ii) suitable for the uses to which they are
currently employed; (iii) in good and safe operating condition, reasonable wear
and tear excepted; and (iv) not obsolete, in dangerous condition or in need of
material renewal or replacement, except for renewal or replacement in the
ordinary course of business. All of the Aviation Assets other than contracts
included in Aviation Assets (each, an "Aviation Contract" ) are listed in
Schedule 4.01(r) hereto, except those individual assets with an individual value
of less than $10,000. Schedule 4.01(r) includes all Management Contracts, FBO
Leases and all other Aviation Contracts pursuant to which the Borrower or any
Subsidiary, individually or collectively, are obligated (i) if related primarily
to FBO Airports, to spend (whether by direct payment or through rendering
services or otherwise) or have a contractual right to receive revenues in excess
of two hundred and fifty thousand Dollars ($250,000) during any twelve (12)
month period, or, (ii) if related to Management Contracts, to spend (whether by
direct payment or through rendering services or otherwise) amounts in excess of
one hundred thousand Dollars ($100,000), or have a contractual right to receive
revenues in excess of two hundred and fifty thousand Dollars ($250,000), in each
case during any twelve (12) month period. To the best of the Borrower's
knowledge after due inquiry, Schedule 4.01(r) includes all other Aviation
Contracts, other than those with an individual value of less than ten thousand
Dollars ($10,000).

         (s)      Material Contracts. Following the acquisition of the Aviation
Assets, each Material Contract shall be the legal, valid and binding obligation
of each of the parties thereto (or their respective successors or assigns)
enforceable against such parties in accordance with their respective terms
except as such enforceability may be limited by bankruptcy, insolvency or other
similar laws relating to creditor's rights. Upon the obtainment of the
corresponding Airport Consents, the Borrower and each of the Grantors will
acquire all Material Contract Rights with respect to the relevant Material
Contracts to which they are a party. None of the Material Contracts nor any
Material Contract Rights shall be rescinded or terminated in whole or in part.
No right or rescission, setoff, counterclaim or defense shall have been asserted
and remain outstanding with respect to any Material Contract or Material
Contract Right. None of the Material Contracts nor any Material Contract Rights
shall have been sold, transferred, assigned or pledged (unless such pledge has
been released prior to the date hereof) by Borrower or its Subsidiaries and have
not been pledged (unless such pledge has been released prior to the date hereof)
by any of their respective predecessors in interest in respect of such Material
Contracts to any Person other than the Collateral Agent for the benefit of the
Secured Parties.

                                       38


         (t)      Government Actions. Except asset forth on Schedule 4.01(t),
none of the Borrower nor any of its Affiliates is aware of, or has any reason to
believe that, any applicable Governmental Authority intends to amend, terminate,
rescind, condemn, relocate or abandon any of the Material Contracts.

                                   ARTICLE V
                            COVENANTS OF THE BORROWER

         5.01     Affirmative Covenants. So long as any Advance shall remain
unpaid or any Lender shall have any Commitment hereunder, the Borrower will:

         (a)      Compliance with Laws, Etc. Comply, and cause each of its
Subsidiaries to comply with all applicable laws, rules, regulations and orders,
such compliance to include, without limitation, compliance with ERISA and
Environmental Laws except where noncompliance could not reasonably be expected
to have a Material Adverse Effect.

         (b)      Payment of Taxes, Etc. Pay and discharge, and cause each of
its Subsidiaries to pay and discharge, prior to the date on which interests or
penalties attach thereto, (i) all taxes, assessments and governmental charges or
levies imposed upon it or upon its property and (ii) all lawful claims that, if
unpaid, might by law become a Lien upon its property; provided, however, that
neither the Borrower nor any of its Subsidiaries shall be required to pay or
discharge any such tax, assessment, charge or claim that is being contested in
good faith and by proper proceedings and as to which appropriate reserves are
being maintained, unless and until any Lien resulting therefrom attaches to its
property and becomes enforceable by its other creditors.

         (c)      Maintenance of Insurance. Maintain, and cause each of its
Subsidiaries to maintain, insurance meeting the requirements of the Insurances
Memorandum.

         (d)      Preservation of Corporate Existence, Etc. Preserve and
maintain, and cause each of its Subsidiaries to preserve and maintain, its
corporate existence, rights (charter and statutory) and franchises; provided,
however, that the Borrower and its Subsidiaries may consummate any transaction
permitted under Section 5.02(b) and provided further that neither the Borrower
nor any of its Subsidiaries shall be required to preserve any right or franchise
if the Board of Directors of the Borrower or such Subsidiary shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Borrower or such Subsidiary, and that the loss thereof is not
disadvantageous in any material respect to the Borrower, such Subsidiary or the
Lenders.

         (e)      Visitation Rights. At any reasonable time and from time to
time, permit the Administrative Agent or any of the Lenders or any agents or
representatives thereof, upon reasonable advance notice to the Borrower and its
relevant Subsidiary, to examine and make copies of and abstracts from the
records and books of account of, and visit the properties of, the Borrower and
any of its Subsidiaries, and to discuss the affairs, finances and accounts of
the Borrower and any of its Subsidiaries with any of their officers or directors
and with their independent certified public accountants.

                                       39


         (f)      Keeping of Books. Keep, and cause each of its Subsidiaries to
keep, proper books of record and account, in which full and correct entries
shall be made of all financial transactions and the assets and business of the
Borrower and each such Subsidiary in accordance with GAAP.

         (g)      Maintenance of Properties, Etc. Operate, maintain and manage,
and cause each of its Subsidiaries to operate, maintain and manage, all of its
properties that are used or useful in the conduct of its business in good
working order and condition, ordinary wear and tear excepted, in accordance with
any applicable Material Contract and in accordance with applicable laws
(including, without limitation, Environmental Laws), except where noncompliance
could not reasonably be expected to have a Material Adverse Effect.

         (h)      Transactions with Affiliates. Conduct, and cause each of its
Subsidiaries to conduct, all transactions otherwise permitted under this
Agreement with any of their Affiliates on terms that are fair and reasonable and
no less favorable to the Borrower or such Subsidiary than it would obtain in a
comparable arm's-length transaction with a Person not an Affiliate.

         (i)      Governmental Approvals. Obtain and maintain, and cause each of
its Subsidiaries to obtain and maintain, all governmental approvals and licenses
that are required of the Borrower or its Subsidiaries for the validity or
enforceability of the Loan Documents and the operation of the Material
Contracts, except where the failure to do so could not reasonably be expected to
have a Material Adverse Effect.

         (j)      Use of Proceeds. Use the proceeds of the Advances only as
described Section 2.13.

         (k)      Auditor. Appoint and maintain the appointment of a nationally
or internationally recognized independent public accountant.

         (l)      Maintenance of Material Contracts. (x) Perform and observe,
and cause each of its Subsidiaries to perform and observe, the terms and
provisions of the applicable Material Contract to be performed or observed by
the Borrower or each applicable Subsidiary and (y) enforce or cause each
Subsidiary, as applicable, to enforce its rights under the applicable Material
Contract in accordance with its applicable terms. Borrower shall notify the
Administrative Agent in writing within five (5) Business Days following
Borrower's receipt of written notice as to the potential termination of any
Material Contract.

         (m)      Senior Debt Service Coverage Ratio. Maintain, as of each SDSCR
Determination Date, a Historic Semi-Annual SDSCR of no less than 1.25 to 1.00.

         (n)      Reporting Requirements. Furnish to the Lenders:

                  (i)      as soon as available and in any event within sixty
         (60) days after the end of each of the first three quarters of each
         fiscal year of the Borrower and its Subsidiaries, a Consolidated
         balance sheet of the Borrower and its Subsidiaries as of the end of
         such quarter and Consolidated statements of income and cash flows of
         the Borrower and its Subsidiaries for the period commencing at the end
         of the previous fiscal year and ending with the end of such quarter,
         duly certified

                                       40


         (subject to year-end audit adjustments) by a Responsible Officer of the
         Borrower as having been prepared in accordance with GAAP and
         accompanied by a certificate of the Borrower's Responsible Officer
         stating to the best of his or her knowledge, after due inquiry, whether
         any event has occurred which constitutes an Event of Default, and if
         so, stating the facts with respect thereto;

                  (ii)     as soon as available and in any event within 120 days
         after the end of each fiscal year of the Borrower, a copy of the annual
         audit report for such year for the Borrower and its Subsidiaries,
         containing Consolidated balance sheet of the Borrower and its
         Subsidiaries as of the end of such fiscal year and Consolidated
         statements of income and cash flows of the Borrower and its
         Subsidiaries for such fiscal year, in each case accompanied by an
         opinion from a nationally or internationally recognized independent
         public accountants and accompanied by a certificate of the Borrower's
         Responsible Officer stating to the best of his or her knowledge after
         due inquiry, whether any event has occurred which constitutes an Event
         of Default, and if so, stating the facts with respect thereto;

                  (iii)    as soon as available and in any event no later than
         120 days after the end of each fiscal year of the Borrower, an annual
         report summarizing the operations of the Borrower and its Subsidiaries
         for the past fiscal year;

                  (iv)     as soon as possible and in any event within five (5)
         Business Days after the Borrower has knowledge of, or should have known
         of, the occurrence of each Default continuing on the date of such
         statement, a statement of a Responsible Officer of the Borrower setting
         forth reasonable details of such Default and the action that the
         Borrower has taken and proposes to take with respect thereto;

                  (v)      as soon as available and in any event no later than
         60 days before the end of each fiscal year, an operating budget for the
         fiscal year following such fiscal year then ending and on an annual
         basis for each fiscal year thereafter through the fiscal year in which
         the Maturity Date occurs and any further information or details with
         respect to any such budget as the Administrative Agent or any Lender
         may reasonably request;

                  (vi)     as soon as available and in any event no later than
         60 days before the end of each fiscal year, certificates from its
         insurers or insurance agents evidencing that the insurance required to
         be in effect pursuant to Section 5.01(c) is in effect;

                  (vii)    copies of all amendments and modifications to all
         Material Contracts no later than twenty (20) days after such amendment
         or modification has been made;

                                       41


                  (viii)   promptly but in any event within 5 days of attaining
         knowledge thereof, a statement of a Responsible Officer of the Borrower
         advising of the potential loss of any of Material Contract;

                  (ix)     copies of all other formal written notices sent or
         received by the Borrower or any of its Subsidiaries pursuant to any
         Material Contract as soon as practicable after such formal written
         notice is sent or received;

                  (x)      promptly after the commencement thereof, notice of
         (A) all actions and proceedings before any court, governmental agency
         or arbitrator affecting the Borrower or any of its Subsidiaries of the
         type described in Section 4.01(i) and (B) all actions and proceedings
         before any court, governmental agency or arbitrator affecting any
         Material Contract;

                  (xi)     upon the occurrence of any ERISA Event affecting the
         Borrower or any ERISA Affiliate (but in no event more than 20 days
         after such event); a notice and description of such event;

                  (xii)    promptly after the occurrence thereof notice of: (A)
         any known release or threat of release of any Hazardous Materials at or
         from any site owned or leased by the Borrower or by any of its
         Subsidiaries that, individually or in the aggregate, could reasonably
         be expected to have a Material Adverse Effect, and (B) any known
         incurrence of any expense or loss by any governmental authority in
         connection with the assessment, containment or removal of any Hazardous
         Material for which expense or loss the Borrower or any of its
         Subsidiaries may be liable and which expense or loss, individually or
         in the aggregate, could reasonably be expected to have a Material
         Adverse Effect;

                  (xiii)   such other information respecting the Borrower or any
         of its Subsidiaries as the Lenders may from time to time reasonably
         request; and

                  (xiv)    promptly after receipt by Borrower and/or any of its
         Subsidiaries, of statement of working capital with respect to AMPORTS
         Aviation Group in accordance with the Purchase Agreement.

         (o)      Ownership and Majority Control. Unless otherwise approved in
writing by the Administrative Agent, maintain at all times 100% ownership
interest in each of the Grantors and in Macquarie Aviation North America, Inc.,
and a Majority Control over each Grantor and Macquarie Aviation North America,
Inc.

         (p)      Hedge Agreement. Maintain in full force and effect one or more
Hedge Agreements covering not less than the Required Hedge Amount in compliance
with the requirements of Section 3.01(q).

         (q)      Pro Forma Financial Statement. Deliver to the Administrative
Agent a pro forma balance sheet (the "FINAL CLOSING DATE BALANCE SHEET") on a
consolidated basis of the Borrower and its Subsidiaries as of the earlier of (i)
the last Subsequent Closing Date or (ii) the Outside Date, no later than such
date prepared based on the June 30 Financial Statements and the

                                       42


Statements of Working Capital delivered by Seller pursuant to Section 2.08 of
the Purchase Agreement, adjusting for the Advances and the Initial Funding,
subject to the working capital adjustment process provided in Section 2.08 of
the Purchase Agreement. Deliver to the Administrative Agent within 45 days of
the earlier of the last Subsequent Closing Date or the Outside Date a
Consolidated balance sheet of the Borrower and its Subsidiaries as of such
applicable date and Consolidated statements of income and cash flows of the
Borrower and its Subsidiaries for the period commencing at the Initial Closing
Date and ending with the date of the Consolidated balance sheet (collectively,
the "FINANCIAL STATEMENTS").

         (r)      Consents by the Airport Authorities. Use, and cause its
Subsidiaries to use, commercially reasonable efforts to obtain, or cause each
relevant Subsidiary to obtain, from each applicable Governmental Authority,
consents to the assignment for security for each and all of the Airports (except
as provided in Schedule 5.01(r)), in order to create a valid perfected first
priority security interest in each of the Material Contracts for such Airports.
Notwithstanding the foregoing, Borrower and/or its Subsidiaries shall not be
required to make more than one (1) formal request for such consent from each
applicable Governmental Authority. As soon as practicable thereafter, but in no
event later than fifteen days, the Borrower shall deliver to the Administrative
Agent any and all agreements, documents, instruments and writings deemed
reasonably necessary by the Administrative Agent, or as any Agent may reasonably
request from time to time in its sole discretion to evidence, perfect, or
protect the Secured Parties' rights and security interests over the Material
Contracts in accordance with such consents. The Borrower hereby authorizes each
of the Agents to execute, deliver and file any and all of such agreements,
documents, instruments and writings.

         (s)      Subsequent Closings. On each Subsequent Closing, the Borrower
shall confirm in writing that the representations and warranties contained in
Section 4.01(a), 4.01(b), 4.01(f), 4.01(g), 4.01(h), 4.01(i) but only with
respect to the relevant Aviation Assets being acquired in such Subsequent
Closing, 4.01(l), 4.01(m), 4.01(n), 4.01(p) but only with respect to the
relevant Aviation Assets being acquired in such Subsequent Closing, 4.01(r),
last sentence of 4.01(s) but only with respect to the relevant Aviation Assets
being acquired in such Subsequent Closing, and 4.01(t) but only with respect to
the relevant Aviation Assets being acquired in such Subsequent Closing, are true
and correct before and after giving effect to such Subsequent Closing, with the
same effect as though such representations and warranties had been made on and
as of the date of such Subsequent Closing. Notwithstanding anything to the
contrary contained herein, a breach of any of the representations or warranties
to be made pursuant to this Section 5.01(s) shall not be deemed an Event of
Default and the only remedy of the Lenders with respect to any such breach shall
be Borrower's obligation to make a prepayment of a portion of the Advances in
accordance with Section 2.08(f).

         5.02     Negative Covenants. So long as any Advance shall remain unpaid
or any Lender shall have any Commitment hereunder, the Borrower will not:

         (a)      Liens, Etc. Create or suffer to exist, or permit any of its
Subsidiaries to create or suffer to exist, any Lien on or with respect to any of
its properties, whether now owned or hereafter acquired, or assign or permit any
of its Subsidiaries to assign any right to receive income, other than:

                                       43


                  (i)      Permitted Liens;

                  (ii)     Liens existing on Initial Closing or Subsequent
         Closing Dates as described on Schedule 5.02(c) hereto.

                  (iii)    Liens securing Debt permitted under Section
         5.02(c)(iii); provided that any such Lien is limited to the specific
         asset being financed;

                  (iv)     Liens arising in connection with any letters of
         credit issued with respect to any Material Contracts and/or insurance
         policies that are required to be maintained by Borrower and/or its
         Subsidiaries pursuant to the terms thereof; and

                  (v)      the replacement, extension or renewal of any Lien
         permitted above upon or in the same property theretofore subject
         thereto or the replacement, extension or renewal (without increase in
         the amount or change in any direct or contingent obligor) of the Debt
         secured thereby.

         (b)      Mergers, Etc. Merge or consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to, any Person, or permit any of its Subsidiaries
to do so.

         (c)      Debt. Create, incur, guaranty, assume or suffer to exist, or
permit any of its Subsidiaries to create, incur, guaranty, assume or suffer to
exist, any Debt other than:

                  (i)      The Advances;

                  (ii)     Subordinated Loans, provided, however, the aggregate
         amount of all Subordinated Loans, including any portion of the Initial
         Funding, shall not exceed US$12,000,000 in the aggregate and the entire
         amount of the Subordinated Loans shall at all times be subject to the
         Subordinated Loan Agreement and the Subordination Agreement in all
         respects;

                  (iii)    Debt used to refinance the Senior Debt in whole or in
         part (the "Replacement Senior Debt"), provided that unless the Senior
         Debt is repaid in full:

                           (A)      Replacement Senior Debt shall not replace
                  Subordinated Loans;

                           (B)      Replacement Senior Debt shall not exceed the
                  principal amount of the Senior Debt prepaid;

                           (C)      The Replacement Senior Debt shall have an
                  equal or greater weighted average life to maturity than, and a
                  final maturity date which is no earlier than, that of the
                  Senior Debt being replaced;

                                       44


                           (D)      No Default shall have occurred and be
                  continuing or shall arise as a result of the issuing of the
                  Replacement Senior Debt;

                           (E)      The annual average Projected SDSCR and
                  minimum annual Projected SDSCR for the life of the Senior Debt
                  and Replacement Senior Debt after giving effect to such
                  refinancing shall not be less than the annual average
                  Projected SDSCR and minimum annual Projected SDSCR prior to
                  giving effect to such refinancing all as based on the
                  Financial Model;

                           (F)      The Lenders shall have the right of first
                  refusal to provide such Replacement Senior Debt upon the same
                  (or more favorable to Borrower) terms and conditions as are
                  set forth in a term sheet executed by any third party lender
                  and delivered to the Lenders; provided that, the Lenders shall
                  have 10 business days from the date of delivery of such
                  third-party lender's term sheet to exercise their right of
                  first refusal; and

                           (G)      The lenders providing the Replacement Senior
                  Debt must enter into collateral sharing and intercreditor
                  agreements satisfactory to the Lenders in their sole
                  discretion.

                  (iv)     Debt used to refinance the Subordinated Loans in
         whole or in part (the "REPLACEMENT SUBORDINATED DEBT"), provided that
         unless the Senior Debt is repaid in full:

                           (A)      The aggregate amount of Replacement
                  Subordinated Debt shall not exceed US$12,000,000;

                           (B)      The Lenders providing the Replacement
                  Subordinated Debt shall enter into a subordination agreement
                  in favor of the Secured Parties with terms at least as
                  favorable to the Secured Parties as the Subordination
                  Agreement; and

                           (C)      No Default shall have occurred and be
                  continuing as a result of the issuing of the Replacement
                  Subordinated Debt.

                  (v)      Debt incurred in the ordinary course of business for
         the deferred purchase price of property, conditional sale obligations
         or obligations under title retention agreements, in each case where the
         maturity of such Debt does not exceed the anticipated useful life of
         the asset being financed, in a principal amount not to exceed in the
         aggregate US$1,000,000 at any time outstanding.

                  (vi)     Unsecured Debt incurred for working capital purposes
         in a principal amount not to exceed in the aggregate US$1,000,000 at
         any time outstanding.

                                       45


                  (vii)    Debt incurred in connection with any letters of
         credit issued with respect to any Material Contracts and/or insurance
         policies that are required to be maintained by Borrower and/or its
         Subsidiaries pursuant to the terms thereof.

                  (viii)   Debt incurred in connection with the Hedge Agreements
         pursuant to Sections 3.01(p) and 5.01(p) herein.

                  (ix)     Loans by Borrower to any of its Subsidiaries, loans
         by any of Borrower's Subsidiaries to Borrower and/or loans among any of
         Borrower's Subsidiaries (each of such loans being an "INTERCOMPANY
         LOAN" and collectively "INTERCOMPANY LOANS"), provided any such loans
         (other than loans made by MAvNA) shall be pledged to the Collateral
         Agent for the benefit of the Secured Parties pursuant to the Security
         Agreement and any loans made by MAvNA to Borrower and/or Borrower's
         Subsidiaries shall be subordinated to the Senior Debt pursuant to a
         subordination agreement in favor of the Lenders on terms comparable to
         the Subordination Agreement.

         (d)      Investments. Make or hold any Investment, or permit any
Subsidiary to make or hold any Investment, in any Person other than:

                  (i)      Investments by the Borrower in any Grantor;

                  (ii)     Investments in Cash Equivalents;

                  (iii)    loans and advances to employees in the ordinary
         course of business of the Borrower or such Subsidiary in an aggregate
         principal amount outstanding at any time not to exceed US$40,000;

                  (iv)     accounts receivable arising in the ordinary course of
         business; and

                  (v)      Intercompany Loans.

         (e)      Lease Obligations. Create, incur, assume or suffer to exist,
or permit any of its Subsidiaries to create, incur, assume or suffer to exist,
any obligations as lessee (i) for the rental or hire of real or personal
property in connection with any sale and leaseback transaction, or (ii) for the
rental or hire of other real or personal property of any kind under leases or
agreements to lease having an original term of one year or more that would cause
the direct and contingent liabilities of the Borrower and its Subsidiaries, on a
Consolidated basis, in respect of all such obligations to exceed in the
aggregate at any time US$500,000 payable in any period of 12 consecutive months
other than the FBO Leases.

         (f)      Change in Business. Engage, or permit any of its Subsidiaries
to engage, in any business other than the ownership, operation, maintenance,
development and/or acquisition of aviation businesses, including, without
limitation, the aviation business activities engaged in with respect to the FBO
Leases and Management Contracts and other activities related thereto.

                                       46


         (g)      Amendment of Corporate Documents. Amend, or permit any of its
Subsidiaries to amend, the constitutive documents of the Borrower or such
Subsidiaries, as the case may be, in any respect that could reasonably be
expected to have a Material Adverse Effect.

         (h)      FBO Leases/Management Contracts/Material Contracts. Terminate,
amend, extend or modify, or permit any of its Subsidiaries to terminate, amend,
extend or modify, the FBO Leases, Management Contracts or other Material
Contracts, unless, in the case of an amendment or modification, such amendment
or modification could not reasonably be expected to have a Material Adverse
Effect, without the prior written consent of the Administrative Agent, such
consent not to be unreasonably withheld or delayed.

         (i)      Sale of Assets. Sell, lease, transfer or otherwise dispose of,
or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose
of, any assets of any kind, except sales, transfers or other dispositions in the
ordinary course of its business, including sales of obsolete and/or worn out
equipment;

         (j)      Restricted Payments.

                  (i)      Declare or make, or permit any of its Subsidiaries
         (other than its wholly-owned Subsidiaries) to declare or make, any
         dividend payment or other distribution of assets, properties, cash,
         rights, obligations or securities on account of any Equity Interests;

                  (ii)     Make, or permit any of its Subsidiaries to declare or
         make, any payments with respect to the Subordinated Loans or
         Replacement Subordinated Debt, if applicable, or make, or permit any of
         its Subsidiaries to declare or make, any redemption, repurchase or
         defeasance of any such Debt; or

                  (iii)    Purchase, redeem, retire, defease or otherwise
         acquire for value any Equity Interests in or any warrants, rights or
         options to acquire any such Equity Interests, now or hereafter
         outstanding, or return any capital to its Equity Interest holders, or
         reduce its capital or permit any of its Subsidiaries (other than its
         wholly-owned Subsidiaries) to do so (collectively, the payments
         described in clauses (i) through (iii) above being "Restricted
         Payments"); provided, however, that the Borrower may make Restricted
         Payments if the following conditions are satisfied:

                           (A)      no Default shall have occurred and be
                  continuing and the making of the Restricted Payment will not
                  result in a Default;

                           (B)      as of the SDSCR Determination Date, the
                  Historic Semi-Annual SDSCR is greater than 1.625 to 1.00;

                           (C)      the Senior Debt Service Reserve Account is
                  funded in an amount equal to the Senior Debt Service Reserve
                  Amount;

                           (D)      the Senior Debt Service Account is funded in
                  an amount equal to the Required Amount;

                                       47


                           (E)      with respect to the Subordinated Loans or
                  Replacement Subordinated Debt, if applicable, Borrower may
                  make interest payments only; no portion of any principal
                  amount of the Subordinated Loans or Replacement Subordinated
                  Debt may be paid while any portion of the Senior Debt is
                  outstanding;

                           (F)      with respect to distributions to Equity
                  Investors, all current period interest and all capitalized
                  interest due and payable with respect to the Subordinated
                  Loans or Replacement Subordinated Debt, if applicable, must be
                  satisfied prior to making any distributions to the Equity
                  Investors in respect of their Equity Interests in Borrower.

         (k)      [Intentionally Omitted]

         (l)      Environmental Violations. Store, transport or dispose of, or
permit any of its Subsidiaries to store, transport or dispose of, any Hazardous
Material on or from any site owned or leased by the Borrower or any such
Subsidiary, if such storage, transport or disposal could reasonably be expected
to have a Material Adverse Effect.

         (m)      Dividend and Other Payment Restrictions. Permit any of its
Subsidiaries to create or enter into any restriction on their ability to pay
dividends or make other distributions with respect to its Equity Interests.

         (n)      Capital Expenditures. Make or incur, or permit any of its
Subsidiaries to make or incur, any Capital Expenditure in excess of 125% of the
annual amounts set forth in the Financial Model with respect to Capital
Expenditures without the consent of the Administrative Agent which consent shall
not be unreasonably withheld or delayed. In addition, the unused portion of any
amounts allocated to Capital Expenditures under the Financial Model for any year
shall be carried forward to the next succeeding year and shall increase the
amounts allocated to Capital Expenditures under the Financial Model in such
succeeding year by any such amount.

         (o)      Outside Date. The Borrower shall not extend or modify the
Outside Date without the prior written consent of the Administrative Agent, such
consent not to be unreasonably withheld or delayed.

                                   ARTICLE VI
                                EVENTS OF DEFAULT

         6.01     Events of Default. If any of the following events ("Events of
Default") shall occur and be continuing:

         (a)      Borrower shall fail to pay any principal or any interest on
     any Advance or make any other payment of other amounts payable under the
     Loan Documents, in each case, within five Business Days after the same
     becomes due and payable; or

         (b)      Any representation or warranty made or deemed made by any Loan
     Party under any Loan Document to which it is a party (other than in
     connection with Section 5.01(s)) shall prove to have been incorrect in any
     material respect when made or deemed

                                       48


     made; provided that if such representation or warranty is susceptible of
     cure, it shall not constitute an "Event of Default" unless it is not cured
     within 60 days after the Borrower acquires actual knowledge thereof; or

         (c)      Except as provided in (a) and (b) above, if any Loan Party
     shall fail to perform or observe any term, covenant or agreement contained
     any Loan Document to which it is a party (other than in connection with
     Section 5.01(s)), if such failure shall remain unremedied for thirty (30)
     days after written notice thereof shall have been given to Borrower by the
     Administrative Agent or any Lender unless such failure can not be cured
     within such thirty (30) days and Borrower has commenced such cure within
     said thirty (30) days and thereafter diligently pursues such cure to
     completion which shall occur no later than 60 days from the date of the
     written notice; or

         (d)      Any event shall occur or condition shall exist under any
     agreement or instrument relating to any Debt of the Borrower or any of its
     Subsidiaries and shall continue after the applicable grace period, if any,
     specified in the agreement or instrument relating to such Debt, if the
     effect of such event or condition is to cause the acceleration of the
     maturity of such Debt; or any such Debt shall be declared to be due and
     payable, or required to be prepaid or redeemed (other than by a regularly
     scheduled required prepayment or redemption), purchased or defeased, or an
     offer to prepay, redeem, purchase or defease such Debt shall be required to
     be made, in each case prior to the stated maturity thereof; or any payment
     required under any such Debt shall not be made when due (after the
     expiration of applicable grace periods thereunder); or

         (e)      The Borrower or any of the other Loan Parties shall generally
     not pay its debts as such debts become due, or shall admit in writing its
     inability to pay its debts generally, or shall make a general assignment
     for the benefit of creditors; or any proceeding shall be instituted by or
     against the Borrower or any of the other Loan Parties seeking to adjudicate
     it a bankrupt or insolvent, or seeking liquidation, winding up,
     reorganization, arrangement, adjustment, protection, relief, or composition
     of it or its debts under any law relating to bankruptcy, insolvency or
     reorganization or relief of debtors, or seeking the entry of an order for
     relief or the appointment of a receiver, trustee, custodian or other
     similar official for it or for any substantial part of its property and, in
     the case of any such proceeding instituted against it (but not instituted
     by it), either such proceeding shall remain undismissed or unstayed for a
     period of 60 days, or any of the actions sought in such proceeding
     (including, without limitation, the entry of an order for relief against,
     or the appointment of a receiver, trustee, custodian or other similar
     official for, it or for any substantial part of its property) shall occur;
     or the Borrower or any other Loan Party shall take any corporate action to
     authorize any of the actions set forth above in this subsection (e); or

         (f)      Any judgment or order for the payment of money in excess of
     US$200,000 shall be rendered against the Borrower or any of its
     Subsidiaries and either (i) enforcement proceedings shall have been
     commenced by any creditor upon such judgment or order or (ii) there shall
     be any period of 30 consecutive days during which a stay of enforcement of
     such judgment or order, by reason of a pending appeal or otherwise, shall
     not be in effect; provided, however, that any such judgment or order shall

                                       49


     not be an "Event of Default" under this Section 6.01 (f) if and for so long
     as the amount of such judgment or order is covered by a valid and binding
     policy of insurance between the defendant and the insurer covering payment
     thereof; or

         (g)      Any Collateral Document after delivery thereof shall for any
     reason (other than pursuant to the terms thereof) cease to create a valid
     and perfected first priority lien on and security interest in the
     Collateral purported to be covered thereby; or

         (h)      Any material provision of any of the Loan Documents shall be
     canceled, terminated, declared by a competent court having jurisdiction to
     be null and void or shall otherwise cease to be valid and binding, or the
     Borrower or any other Loan Party shall deny any further liability or
     obligation thereunder; or

         (i)      The Borrower or any of its ERISA Affiliates shall incur, or
     shall be reasonably likely to incur liability which individually or in the
     aggregate could reasonably likely have a Material Adverse Effect as a
     result of one or more of the following: (i) the occurrence of any ERISA
     Event; or (ii) the occurrence of a non-exempt prohibited transaction; or

         (j)      A default, breach, non-compliance, loss, termination,
     abandonment or adverse event (in each case after giving effect to any
     applicable notice and cure periods and provided that any such delivery of
     such notice in and of itself shall not be deemed to be an "event" for
     purposes of this Section 6.01(j)) with respect to any Material Contract if
     such default, breach, non-compliance, loss, termination, abandonment or
     adverse event could be reasonably expected to have a Material Adverse
     Effect and, if susceptible of cure or remedy, remains unremedied for thirty
     (30) days after written notice thereof shall have been given to Borrower by
     the Administrative Agent or any Lender unless such default, breach,
     non-compliance, loss, termination, abandonment or event cannot be cured
     within such thirty (30) days and Borrower has commenced such cure within
     said thirty (30) days and thereafter diligently pursues such cure to
     completion which shall occur no later than 60 days from the date of the
     written notice; or

         (k)      The Equity Investors and/or its Affiliates fail to maintain at
     least a 51% direct or indirect ownership interest in Borrower or a Majority
     Control over the Borrower, if such failure shall remain unremedied for
     thirty (30) days after written notice thereof shall have been given to
     Borrower by the Administrative Agent or any Lender unless such failure can
     not be cured within such thirty (30) days and Borrower has commenced such
     cure within said thirty (30) days and thereafter diligently pursues such
     cure to completion which shall occur no later than 60 days from the date of
     the written notice.

         then and in every such event, and at any time thereafter during the
continuance of such Event of Default, the Administrative Agent may, and at the
request of the Required Lenders shall, by written notice to the Borrower and
each Lender, take one or more of the following actions:

(a) reduce the Commitments to zero and (b) declare the Advances to be forthwith
due and payable, whereupon the Advances shall become forthwith due and payable
both as to principal

                                       50


and interest together with all other amounts payable by the Borrower under this
Agreement and the other Loan Documents which may be due or accrued and unpaid,
without presentment, demand, protest or any other notice of any kind, all of
which are expressly waived; provided, however, that if any of the Events of
Default set forth in paragraph (e) of this Section 6.01 shall occur with respect
to the Borrower, then without any notice to the Borrower or any other act by the
Administrative Agent or any other Person (i) the Commitments shall be
immediately reduced to zero and (ii) the Advances shall become forthwith due and
payable, all without presentment, demand, protest or notice of any kind, all of
which are expressly waived. In the event of a declaration by the Administrative
Agent pursuant to clause (b) above, the Administrative Agent may enforce its
rights hereunder and under any other instrument or agreement delivered in
connection herewith and take any other action to which it is entitled hereunder,
thereunder, or by law, whether for the specific performance of any covenant or
agreement contained in this Agreement, in any such instrument or agreement or to
enforce payment as provided herein, therein or by law.

                                   ARTICLE VII
                                    THE AGENT

         7.01     Authorization and Action. Each Lender hereby appoints and
authorizes each Agent to take such action as such Agent on its behalf and to
exercise such powers and discretion under this Agreement and the other Loan
Documents as are delegated to such Agent by the expressed terms hereof and
thereof, together with, in the case of the Administrative Agent, such powers and
discretion as are reasonably incidental thereto. As to any matters not expressly
provided for by this Agreement or the other Loan Documents, the Agents shall not
be required to exercise any discretion or take any action, but shall be required
to act or to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Required Lenders, and such
instructions shall be binding upon all Lenders and all holders of Notes;
provided, however, that neither Agent shall be required to take any action that
exposes such Agent to liability or that is contrary to this Agreement, the other
Loan Documents or applicable law. In performing its duties under this Agreement
or the other Loan Documents, the Collateral Agent shall be entitled to act or
refrain from acting in accordance with instructions of the Administrative Agent
(and shall be fully protected in so acting or refraining from acting) and such
instructions shall be binding upon all Lenders and all holders of the Notes.
Each Agent agrees to give to each Lender prompt notice of each notice given to
it by the Borrower pursuant to the terms of this Agreement and the other Loan
Documents.

         7.02     Agents' Reliance, Etc. Neither Agent nor any of their
respective shareholders, directors, officers, agents or employees shall be
liable for any action taken, suffered or omitted to be taken by it or them under
or in connection with the preparation, delivery, execution, administration or
amendment of this Agreement and the other Loan Documents, except for its or
their own gross negligence or willful misconduct, as finally determined by a
court of competent jurisdiction. Without limitation of the generality of the
foregoing, each Agent: (i) may treat the payee of any Note as the holder thereof
until the Administrative Agent receives and accepts an Assignment and Acceptance
entered into by the Lender that is the payee of such Note, as assignor, and an
Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult
with legal counsel (including counsel for the Borrower), independent public
accountants and other experts selected by it and shall not be liable

                                       51


for any action taken, suffered or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts; (iii) makes
no warranty or representation to any Lender and shall not be responsible to any
Lender for any statements, warranties or representations (whether written or
oral) made in or in connection with this Agreement and the other Loan Documents;
(iv) shall not have any duty to ascertain or to inquire as to the performance or
observance of any of the terms, covenants or conditions of this Agreement or the
other Loan Documents on the part of the Borrower or to inspect the property
(including the books and records) of the Borrower; (v) shall not be responsible
to any Lender for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of, or the perfection or priority of any lien
or security interest created or purported to be created under or in connection
with, this Agreement or any other instrument or document furnished pursuant
hereto; and (vi) shall incur no liability under or in respect of this Agreement
or the other Loan Documents by acting upon any notice, consent, certificate or
other instrument or writing (which may be by telecopier, telegram or telex)
believed by it to be genuine and signed or sent by the proper party or parties.
In addition to the other rights of the Collateral Agent hereunder, the
Collateral Agent shall have all of the rights, remedies, indemnifications and
protections set forth in the Security Agreement as if those provisions were
included in this Agreement.

         7.03     WestLB and Affiliates. With respect to its Commitment, the
Advance made by it and the Note issued to it, WestLB shall have the same rights
and powers under this Agreement and the other Loan Documents as any other Lender
and may exercise the same as though it were not the Administrative Agent; and
the term "Lender" or "Lenders" shall, unless otherwise expressly indicated,
include WestLB in its individual capacity. WestLB and its Affiliates may accept
deposits from, lend money to, act as trustee under indentures of, accept
investment banking engagements from and generally engage in any kind of business
with, the Borrower, any of its Subsidiaries and any Person who may do business
with or own securities of the Borrower or any such Subsidiary, all as if WestLB
were not the Administrative Agent and without any duty to account therefor to
the Lenders.

         7.04     Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Agents or any other Lender and based
on the financial statements referred to in Section 4.01 and such other documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Agents or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Agreement and the other Loan Documents.

         7.05     Indemnification. The Lenders agree to indemnify each Agent and
each of their respective officers, directors, employees, representatives and
agents (each, an "INDEMNIFIED PARTY") (to the extent not reimbursed by the
Borrower), ratably according to the respective principal amounts of the Notes
then held by each of them (or if no Notes are at the time outstanding or if any
Notes are held by Persons that are not Lenders, ratably according to the
respective amounts of their Commitments), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses, settlements, injuries (to persons, property or natural
resources) or disbursements of any kind or nature whatsoever that may be imposed
on, incurred by, or asserted against such Agent in any way relating to or
arising

                                       52


out of this Agreement and the other Loan Documents or any action taken, suffered
or omitted by such Indemnified Party under this Agreement and the other Loan
Documents (collectively, the "INDEMNIFIED COSTS"), provided that no Lender shall
be liable for any portion of the Indemnified Costs resulting from such
Indemnified Party's gross negligence or willful misconduct, as finally
determined by a court of competent jurisdiction. Without limitation of the
foregoing, each Lender agrees to reimburse each Indemnified Party promptly upon
demand for its ratable share of any out-of-pocket expenses (including counsel
fees) incurred by such Indemnified Party in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, this Agreement and the
other Loan Documents, to the extent that such Indemnified Party is not
reimbursed for such expenses by the Borrower. In the case of any investigation,
litigation or proceeding giving rise to any Indemnified Costs, this Section 7.05
applies whether any such investigation, litigation or proceeding is brought by
the Administrative Agent, any Lender or a third party. The costs and expenses
incurred in enforcing this right of indemnification shall be paid by the
Lenders. Anything to the contrary notwithstanding, in no event shall the
Collateral Agent be liable for special, punitive, indirect, consequential or
incidental loss or damage of any kind whatsoever (including but not limited to
lost profits) arising out of this Agreement or the other Loan Documents, even if
the Collateral Agent has been advised of the likelihood of such loss or damage.
The obligations of the Lenders contained in this Section 7.05 shall survive the
termination of this Agreement and the earlier resignation or removal of the
Collateral Agent.

         7.06     Successor Agents. Each Agent may resign from its role as Agent
under this Agreement and the other Loan Documents at any time by giving written
notice thereof to the Lenders, the other Agent and the Borrower and may be
removed at any time with or without cause by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Agent. If no successor Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30 days after
the retiring Agent's giving of notice of resignation or the Required Lenders'
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Agent, which shall be a Person organized under the
laws of the United States of America or of any State thereof and having a
combined capital and surplus of at least US$250,000,000. Upon the acceptance of
any appointment as Agent by a successor Agent, such successor Agent shall
thereupon succeed to and become vested with all the rights, powers, discretion,
privileges and duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations. After any retiring Agent's
resignation or removal hereunder as Agent, the provisions of this Article VII
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent under this Agreement and the other Loan Documents.

                                  ARTICLE VIII
                                  MISCELLANEOUS

         8.01     Amendments, Etc. No amendment or waiver of any provision of
this Agreement or the Note or any other Loan Document to which the Borrower is a
party, nor consent to any departure by the Borrower therefrom, shall in any
event be effective unless the same shall be in writing and signed by the
Required Lenders (and by the Borrower, if an amendment to this Agreement, the
Note or any other Loan Document) and then such waiver or

                                       53


consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no such amendment, waiver or
consent shall, unless in writing and signed by all the Lenders, do any of the
following: (a) increase the Commitments of the Lenders or subject the Lenders to
any additional obligation, (b) reduce the principal of, or interest on, the
Notes or any fees or other amounts payable hereunder, (c) postpone any date
fixed for any payment of principal of, or interest on, the Notes or any fees or
other amounts payable hereunder, (d) change the percentage of the Commitments or
of the aggregate unpaid principal amount of the Notes, or the number of Lenders,
that shall be required for the Lenders or any of them to take any action
hereunder, (e) release any material portion of the Collateral or (f) amend this
Section 8.01; and provided further that no amendment, waiver or consent shall,
unless in writing and signed by the Administrative Agent in addition to the
Lenders required above to take such action, affect the rights or duties of the
Administrative Agent under this Agreement or any Note and provided further that
no amendment, waiver or consent shall, unless in writing and signed by the
Collateral Agent, affect the rights, indemnification or duties of the Collateral
Agent under this Agreement or any Note.

         8.02     Notices, Etc. All notices and other communications provided
for hereunder shall be in writing (including facsimile communication) and mailed
- - return receipt requested or delivered by a nationally recognized courier
service, if to the Borrower, at its address at c/o Macquarie North America Ltd.,
8th Floor, 121 King Street West, Toronto, Canada M5H 3T9, Attention: Andrew
Sims, Associate Director with a copy to Hogan & Hartson, LP, 551 Fifth Avenue,
New York, New York 10176 Attention: Stephen Kay, Telecopier (212) 697-6686; if
to any Initial Lender, at its Domestic Lending Office specified opposite its
name on Schedule I hereto; if to any other Lender, at its Domestic Lending
Office specified in the Assignment and Acceptance pursuant to which it became a
Lender; if to the Administrative Agent, at its address at 1211 Avenue of the
Americas, New York, New York 10036, Attention: Global Structured
Finance/Infrastructure with a copy to Gibson, Dunn & Crutcher LLP, 200 Park
Avenue, New York, New York 10166 Attention: Ignacion Foncillas, Telecopier (212)
351-5223; and if to the Collateral Agent, at its address at c/o Citibank Agency
& Trust Services, 111 Wall Street, 14th Floor, Zone 3, New York, New York 10005,
Attention: Agency and Trust Department, Telecopier (212) 657-3862 or, as to the
Borrower or the Administrative Agent, at such other address as shall be
designated by such party in a written notice to the other parties and, as to
each other party, at such other address as shall be designated by such party in
a written notice to the Borrower and the Administrative Agent. All such notices
and communications shall, when mailed, delivered by a nationally recognized
courier service or faxed, be effective (i) when mailed, five Business Days after
deposit in the mail, (ii) when delivered by a nationally recognized courier
service, two Business Days after delivery to such courier and (iii) when faxed,
when dispatched with a confirmed transmission report, respectively, except that
notices and communications to the Administrative Agent pursuant to Article II,
III or VII shall not be effective until actually received by the Agent and all
notices to the Collateral Agent shall not be deemed received unless and until
the Collateral Agent has actually received such notice. Delivery by facsimile of
an executed counterpart of any amendment or waiver of any provision of this
Agreement or the Notes or of any Exhibit hereto to be executed and delivered
hereunder shall be effective as of delivery of a manually executed counterpart
thereof.

         8.03     No Waiver; Remedies. No failure on the part of any Lender or
the Administrative Agent to exercise, and no delay in exercising, any right
hereunder or under any

                                       54


Notes shall operate as a waiver thereof; nor shall any single or partial
exercise of any such right preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.

         8.04     Costs and Expenses. (a) The Borrower agrees to pay, on the
earlier of (i) the date of the Advances or (ii) the termination of this
Agreement, all reasonable out-of-pocket costs and expenses of the Agents in
connection with the preparation, execution and delivery of this Agreement, the
Notes, the other Loan Documents and the other documents to be delivered
hereunder based upon written statements evidencing such costs and expenses;
provided that with respect to the Administrative Agent such costs and expenses
shall be limited to US$175,000 if the date of the Advances has occurred on or
before October 17, 2002. The Borrower further agrees to pay on demand all
reasonable costs and expenses of each Agent and the Lenders, if any (including,
without limitation, reasonable counsel fees and expenses), in connection with
the enforcement (whether through negotiations, legal proceedings or otherwise)
of this Agreement, the Notes and the other documents to be delivered hereunder,
and any amendment or waiver hereof requested by the Borrower, including, without
limitation, reasonable fees and expenses of counsel for such Agent in connection
with the enforcement of rights under this Section 8.04(a).

         (b)      The Borrower agrees to indemnify and hold harmless each Agent
and each Lender and each of their respective Affiliates, officers, directors,
employees, agents and advisors (each, an "INDEMNIFIED PARTY") from and against
any and all claims, damages, losses, injuries (to persons, property or natural
resources), liabilities and expenses (including, without limitation, reasonable
fees and expenses of counsel which shall include only one counsel, which counsel
shall be counsel selected by, and counsel for, the Administrative Agent, unless
(i) any of the other Indemnified Parties shall reasonably determine that a
conflict of interest exists such that counsel for the Administrative Agent is
precluded by applicable requirements of law or by standards of conduct from
representing the Administrative Agent and the other Indemnified Parties as a
group, in which case the Borrower hereby agrees to pay, upon demand, all
reasonable and properly documented out-of-pocket fees and expenses of the
minimum number of counsel necessary in the reasonable judgment of the
Indemnified Parties to provide the Administrative Agent and each other
Indemnified Party with appropriate legal representation in connection with the
enforcement of their respective rights under this Agreement and the other Loan
Documents) that may be incurred by or asserted or awarded against any
Indemnified Party, in each case arising out of or in connection with or by
reason of (including, without limitation, in connection with any investigation,
litigation or proceeding or preparation of a defense in connection therewith)
(i) the Loan Documents, any of the transactions contemplated therein, or the
actual or proposed use of the proceeds of the Advances or (ii) the actual or
alleged presence of Hazardous Materials resulting from the acts or omissions of
the Borrower on any property owned or leased (as lessor or lessee) or otherwise
occupied or used by the Borrower or any of its Affiliates or any Environmental
Action relating in any way to the Borrower or any of its Affiliates, except to
the extent such claim, damage, loss, liability or expense results from such
Indemnified Party's gross negligence or willful misconduct, as determined in a
final, non-appealable judgment by a court of competent jurisdiction. In the case
of an investigation, litigation, or other proceeding to which the indemnity in
this Section 8.04(b) applies, such indemnity shall be effective whether or not
the transactions contemplated hereby are consummated. Promptly after receipt by
an Indemnified Party of notice of the commencement of any action or proceeding
involving a claim referred to above, such Indemnified Party shall (a),

                                       55


promptly give notice to Borrower of the commencement of such action or
proceeding; provided, however, that the failure of such Indemnified Party to
give such notice shall not (i) relieve Borrower of its obligations under this
subsection (b), unless and to the extent that such failure results in the
forfeiture of rights or defenses and Borrower incurs an increased obligation to
such Indemnified Party on account of such failure, and (ii) in any event relieve
Borrower from any liability with respect to such Indemnified Party which
Borrower may have otherwise on account of this Agreement or any other Loan
Document.

         (c)      If any payment of principal of, or Conversion of, any
Eurodollar Rate Advance is made by the Borrower to or for the account of a
Lender other than on the last day of the Interest Period for such Advance, as a
result of a payment or Conversion pursuant to Section 2.07, acceleration of the
maturity of the Notes pursuant to Section 6.01 or for any other reason, the
Borrower shall, upon demand by such Lender (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account of such
Lender any amounts required to compensate such Lender for any additional losses,
costs or expenses that it may reasonably incur as a result of such payment or
Conversion, including, without limitation, any loss (excluding loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by any Lender to fund or
maintain such Advance.

         (d)      Without prejudice to the survival of any other agreement of
the Borrower hereunder, the agreements and obligations of the Borrower contained
in Sections 2.09, 2.12 and 8.04 shall survive the payment in full of principal,
interest and all other amounts payable hereunder and under the Note, the
termination of this Agreement and the earlier resignation or removal of the
Collateral Agent.

         8.05     Right of Set-off. Upon (i) the occurrence and during the
continuance of any Event of Default and (ii) the making of the request specified
by Section 6.01 to authorize the Administrative Agent to declare the Notes due
and payable pursuant to the provisions of Section 6.01, each Lender is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by such Lender to or for the credit or the account of the Borrower
against any and all of the obligations of the Borrower now or hereafter existing
under this Agreement and the Note held by such Lender, whether or not such
Lender shall have made any demand under this Agreement or such Note and although
such obligations may be unmatured. Each Lender agrees promptly to notify the
Borrower after any such set-off and application, provided that the failure to
give such notice shall not affect the validity of such set-off and application.
The rights of each Lender under this Section are in addition to other rights and
remedies (including, without limitation, other rights of set-off) that such
Lender and its Affiliates may have.

         8.06     Binding Effect. This Agreement shall become effective (other
than Section 2.01, which shall only become effective upon satisfaction of the
conditions precedent set forth in Section 3.01) when it shall have been executed
by the Borrower and each of the Agents and when the Administrative Agent shall
have been notified by each Initial Lender that such Initial Lender has executed
it and thereafter shall be binding upon and inure to the benefit of the
Borrower, each Agent and each Lender and their respective successors and
assigns.

                                       56


         8.07     Assignments and Participations.

         (a)      Each Lender may assign to one or more Persons all or a portion
of its rights and obligations under this Agreement (including, without
limitation, all or a portion of the Advance owing to it and the Note held by
it); provided, however, that (i) each such assignment shall be of a constant,
and not a varying, percentage of all rights and obligations under this
Agreement, (ii) except in the case of an assignment to a Person that,
immediately prior to such assignment, was a Lender or an assignment of all of a
Lender's rights and obligations under this Agreement, the amount of the Advance
of the assigning Lender being assigned pursuant to each such assignment
(determined as of the date of the Assignment and Acceptance with respect to such
assignment) shall in no event be less than US$5,000,000, (iii) each such
assignment shall be to an Eligible Assignee, (iv) the parties to each such
assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together
with any Note subject to such assignment, (v) the assigning Lender shall pay to
the Administrative Agent an assignment fee of US$3,500 and (vi) no assignment
maybe made prior to the making of the Advances. Upon such execution, delivery,
acceptance and recording, from and after the effective date specified in each
Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto
and, to the extent that rights and obligations hereunder have been assigned to
it pursuant to such Assignment and Acceptance, have the rights and obligations
of a Lender hereunder and (y) the Lender assignor thereunder shall, to the
extent that rights and obligations hereunder have been assigned by it pursuant
to such Assignment and Acceptance, relinquish its rights and be released from
its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a party
hereto).

         (b)      By executing and delivering an Assignment and Acceptance, the
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than as provided
in such Assignment and Acceptance, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of, or the perfection or priority of any lien or security interest created
or purported to be created under or in connection with, this Agreement or any
other instrument or document furnished pursuant hereto; (ii) such assigning
Lender makes no representation or warranty and assumes no responsibility with
respect to the financial condition of the Borrower or the performance or
observance by the Borrower of any of its obligations under this Agreement or any
other instrument or document furnished hereto; (iii) such assignee confirms that
it has received a copy of this Agreement, together with copies of the financial
statements referred to in Section 4.01 and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon the Administration Agent, such assigning
Lender or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement; (v) such assignee confirms
that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the
Administrative Agent to take such action as Administrative Agent on its behalf
and to exercise such powers and discretion under this Agreement as are delegated
to the

                                       57


Administrative Agent by the terms hereof, together with such powers and
discretion as are reasonably incidental thereto; and (vii) such assignee agrees
that it will perform in accordance with their terms all of the obligations that
by the terms of this Agreement are required to be performed by it as a Lender.

         (c)      The Administrative Agent shall maintain at its address
referred to in Section 8.02 a copy of each Assignment and Acceptance delivered
to and accepted by it and a register for the recordation of the names and
addresses of the Lenders and the Commitment of, and principal amount of the
Advances owing to, each Lender from time to time (the "REGISTER"). The entries
in the Register shall be conclusive and binding for all purposes, absent
manifest error, and the Borrower, each Agent and the Lenders may treat each
Person whose name is recorded in the Register as a Lender hereunder for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

         (d)      Upon its receipt of an Assignment and Acceptance executed by
an assigning Lender and an assignee representing that it is an Eligible
Assignee, together with any Note or Notes subject to such assignment, the
Administrative Agent shall, if such Assignment and Acceptance has been completed
and is in substantially the form of Exhibit C hereto, (i) accept such Assignment
and Acceptance, (ii) record the information contained therein in the Register
and (iii) give prompt notice thereof to the Borrower. Within five Business Days
after its receipt of such notice, the Borrower, at its own expense, shall
execute and deliver to the Administrative Agent in exchange for the surrendered
Note a new Note to the order of such Eligible Assignee in an amount equal to the
Commitment assumed by it pursuant to such Assignment and Acceptance and, if the
assigning Lender has retained a Commitment hereunder, a new Note to the order of
the assigning Lender in an amount equal to the Commitment retained by it
hereunder. Such new Note or Notes shall be in an aggregate principal amount
equal to the aggregate principal amount of such surrendered Note or Notes, shall
be dated the effective date of such Assignment and Acceptance and shall
otherwise be in substantially the form of Exhibit A hereto.

         (e)      The Borrower may not assign any portion of its rights and
obligations under this Agreement or under any other Loan Document.

         (f)      Subject to the receipt of the prior written consent of the
Borrower, which shall not be unreasonably withheld (unless an Event of Default
has occurred and is continuing, in which case such consent shall not be
required), each Lender may sell participations to one or more banks or other
entities (other than the Borrower or any of its Affiliates) in or to all or a
portion of its rights and obligations under this Agreement and the other Loan
Documents (including, without limitation, all or a portion of the Advance owing
to it and the Note); provided, however, that (i) such Lender's obligations under
this Agreement and the other Loan Documents (including, without limitation, its
Commitment to the Borrower hereunder) shall remain unchanged, (ii) each
participation shall be in amount not less than $5,000,000, (iii) such Lender
shall remain solely responsible to the other parties hereto and thereto for the
performance of such obligations, (iv) such Lender shall remain the holder of its
Note for all purposes of this Agreement, (v) the Borrower, the Agents and the
other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this

                                       58


Agreement, (vi) no participant under any such participation shall have any right
to approve or consent to any amendment or waiver of any provision of this
Agreement or any Note or any other Loan Document, or any consent to any
departure by the Borrower therefrom, except for any such amendment, waiver or
consent described in the first proviso in Section 8.01 and (vii) no Lender may
sell participations prior to the making of the Advances.

         (g)      Subject to the receipt of the prior written consent of the
Borrower, which shall not be unreasonably withheld, any Lender may, in
connection with any assignment, participation, proposed assignment or proposed
participation pursuant to this Section 8.07, disclose to the assignee,
participant, proposed assignee or proposed participant any information relating
to the Borrower or its Subsidiaries furnished to such Lender by or on behalf of
the Borrower; provided that, prior to any such disclosure, the assignee,
participant, proposed assignee or proposed participant shall agree to preserve
the confidentiality of any Confidential Information relating to the Borrower or
its Subsidiaries received by it from such Lender.

         (h)      Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time create a security interest in all or any
portion of its rights under this Agreement and the other Loan Documents
(including, without limitation, the Advances owing to it and the Note held by
it) in favor of any Federal Reserve Bank in accordance with Regulation A of the
Board of Governors of the Federal Reserve System.

         8.08     Confidentiality. Neither the Administrative Agent, the
Collateral Agent nor any Lender shall disclose any Confidential Information to
any other Person without the consent of the Borrower, other than (a) to the
Administrative Agent's, the Collateral Agent's or such Lender's Affiliates and
their officers, directors, employees, agents and advisors and, as contemplated
by Section 8.07(g), to actual or prospective assignees and participants, and
then only on a confidential basis, (b) as required by any law, rule or
regulation or judicial process and (c) as requested or required by any state,
federal or foreign authority or examiner regulating banks or banking.

         8.09     Governing Law. This Agreement and the Notes shall be governed
by, and construed in accordance with, the laws of the State of New York,
excluding (to the fullest extent a New York court would permit) any rule of law
that would cause application of the laws of any jurisdiction other than the
State of New York.

         8.10     Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Agreement by
telecopier shall be effective as delivery of a manually executed counterpart of
this Agreement.

         8.11     Jurisdiction, Etc. (a) Each of the parties hereto hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of any New York State court or federal court of the
United States of America sitting in New York City, and any appellate court from
any thereof, in any action or proceeding arising out of or relating to this
Agreement or the Notes, or for recognition or enforcement of any judgment, and
each of the

                                       59


parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in any such
New York State court or, to the extent permitted by law, in such federal court.
Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this
Agreement shall affect any right that any party may otherwise have to bring any
action or proceeding relating to this Agreement or the Notes in the courts of
any jurisdiction.

         (b)      Each of the parties hereto irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or the Notes
in any New York State or federal court. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

         (c)      The Borrower hereby irrevocably appoints Corporation Services
Company (the "Process Agent," which has consented thereto) with offices on the
date hereof at 1177 Avenue of the Americas, New York, New York 10036, as Process
Agent to receive for and on behalf of the Borrower service of process in the
County of New York relating to this Agreement. SERVICE OF PROCESS IN ANY ACTION
OR PROCEEDING AGAINST BORROWER MAY BE MADE ON THE PROCESS AGENT BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY ANY OTHER METHOD OF SERVICE
PROVIDED FOR UNDER APPLICABLE LAWS IN EFFECT IN THE STATE OF NEW YORK, AND THE
PROCESS AGENT IS HEREBY AUTHORIZED AND DIRECTED TO ACCEPT SUCH SERVICE FOR AND
ON BEHALF OF THE BORROWER AND TO ADMIT SERVICE WITH RESPECT THERETO. SUCH
SERVICE UPON THE PROCESS AGENT SHALL BE DEEMED EFFECTIVE PERSONAL SERVICE ON THE
BORROWER, SUFFICIENT FOR PERSONAL JURISDICTION, 10 DAYS AFTER MAILING, AND SHALL
BE LEGAL AND BINDING UPON THE BORROWER FOR ALL PURPOSES, NOTWITHSTANDING ANY
FAILURE OF THE PROCESS AGENT TO MAIL COPIES OF SUCH LEGAL PROCESS TO THE
BORROWER, OR ANY FAILURE ON THE PART OF THE BORROWER TO RECEIVE THE SAME.
Borrower confirms that it has instructed the Process Agent to mail to the
Borrower, upon service of process being made on the Process Agent pursuant to
this Section, a copy of the summons and complaint or other legal process served
upon it, by registered mail, return receipt requested, at the Borrower's address
set forth in Section 8.02 of the Credit Agreement, or to such other address as
the Borrower may notify the Process Agent in writing. Borrower agrees that it
will at all times maintain a process agent to receive service of process in the
County of New York on its behalf with respect to this Agreement. If for any
reason the Process Agent or any successor thereto shall no longer serve as such
process agent or shall have changed its address without notification thereof to
the Agents, the Borrower, immediately after gaining knowledge thereof,
irrevocably shall appoint a substitute process agent acceptable to the Agents in
the County of New York and advise the Agents thereof. Nothing contained in this
Section shall preclude any Secured Party from bringing any action or proceeding
arising out of or relating to this Agreement in the courts of any place where
Borrower or any of its assets may be found or located. TO THE EXTENT PERMITTED
BY THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, BORROWER HEREBY

                                       60


IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND EXPRESSLY WAIVES,
IN RESPECT OF ANY SUCH ACTION OR PROCEEDING, THE JURISDICTION OF ANY OTHER COURT
OR COURTS THAT NOW OR HEREAFTER, BY REASON OF SUCH PARTY'S PRESENT OR FUTURE
DOMICILE, OR OTHERWISE, MAY BE AVAILABLE TO IT.

         8.12     Waiver of Jury Trial. Each of the Borrower, the Administrative
Agent, the Collateral Agent and each Lender hereby irrevocably waives all right
to trial by jury in any action, proceeding or counterclaim (whether based on
contract, tort or otherwise) arising out of or relating to this Agreement or the
Note or any other Loan Document or the actions of such Lender in the
negotiation, administration, performance or enforcement thereof.

         8.13     Non-Recourse. The recourse of each of the Lenders, the
Administrative Agent and the Collateral Agent under or in connection with this
Agreement and the other Loan Documents shall be solely against the Borrower, the
Collateral and the Grantors and each of the Lenders, the Administrative Agent
and the Collateral Agent agrees that Macquarie Aviation North America, Inc., the
other Affiliates of the Loan Parties other than the Subsidiaries of Borrower
(other than Macquarie Aviation North America, Inc.), and the Equity Investors
shall have no liability under this Agreement or the other Loan Documents and
hereby waive any claim against (a) Macquarie Aviation North America, Inc., (b)
any other Affiliates of the Loan Parties other than the Subsidiaries of Borrower
(other than Macquarie Aviation North America, Inc.), (c) the Equity Investors,
and (d) any manager, director, officer, representative, agent, advisor (unless
such advisor has consented to or agreed that the Agents or the Lenders may rely
on any document, information, report, oral or written advice given or produced
by such advisor even if such document, information, report, oral or written
advice has not been originally intended for the Agent or the Lenders) or
employee of the Loan Parties, any of its Affiliates and of the Equity Investors
(each, a "NON-RECOURSE PARTY") for any liability under or in connection with
this Agreement or any other Loan Document, or any of the transactions
contemplated hereby or thereby, by operation of law or otherwise, to the extent
arising in connection with any breach or default, or alleged breach or default,
under the Loan Documents or any instrument or document provided thereunder,
except to the extent the same is enforced against any Non-Recourse Party only
with respect to its obligations under any Loan Document to which it is a direct
party. The foregoing acknowledgement, waiver and agreement shall be enforceable
by the Borrower, its Affiliates and Equity Investors.

         8.14     Capacity of Trustees.

         (a)      Lenders, Administrative Agent and Collateral Agent acknowledge
and agree that (i) Macquarie Specialised Asset Management Limited has agreed to
provide security for the Senior Debt only in its capacity as Trustee of
Macquarie Global Infrastructure Fund A and (ii) Macquarie Specialised Asset
Management 2 Limited has agreed to provide security for the Senior Debt only in
its capacity as Trustee of Macquarie Global Infrastructure Fund B and in no
other capacities. The Lenders, Administrative Agent and Collateral Agent
acknowledge and agree that any liability arising under or in connection with the
Senior Debt and/or the Loan Documents is limited to and can be enforced against
Macquarie Specialised Asset Management Limited and Macquarie Specialised Asset
Management 2 Limited (collectively, the "Trustees") only to the extent to which
it can be satisfied out of the property of Macquarie Global

                                       61


Infrastructure Fund A and Macquarie Global Infrastructure Fund B (collectively,
the "Trusts"), respectively, out of which the Trustees are actually indemnified
for their liability. Lenders, Administrative Agent and Collateral Agent
acknowledge and agree that this limitation of the Trustees' liability applies
despite any other provision of any of the Loan Documents and extends to all
liabilities and obligations of the Trustees in any way connected with any
representation, warranty, conduct, omission, agreement or transaction related to
the Senior Debt.

         (b)      Lenders, Administrative Agent and Collateral Agent acknowledge
and agree that it may not sue the Trustees in any capacity other than as
Trustees of the respective Trusts, including seeking the appointment of a
receiver (except in relation to property of the respective Trusts), a
liquidator, an administrator or any similar person to the Trustees or prove in
any liquidation, administration or arrangement of or affecting the Trustees
(except in relation to property of the respective Trusts).

         (c)      The Lenders, Administrative Agent and Collateral Agent
acknowledge and agree that the provisions of this Section 8.14 shall not apply
to any obligation or liability of the Trustees to the extent that it is not
satisfied because under the trust deeds establishing the respective Trusts or by
operation of law there is a reduction in the extent of the Trustees'
indemnification out of the assets of the respective Trusts, as a result of the
respective Trustees' fraud, negligence or breach of trust.

                                       62


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

                                         MACQUARIE AIRPORTS NORTH
                                         AMERICA INC.


                                         By: /s/ Murray Bleach
                                             ___________________________________
                                             Name: Murray Bleach
                                             Title: President


                                         WESTDEUTSCHE LANDESBANK GIROZENTRALE,

                                         as Administrative Agent


                                         By: /s/ Andrew B. Stein
                                             ___________________________________
                                             Name: Andrew B. Stein
                                             Title: Managing Director



                                         By: /s/ Javier V. Diaz
                                             ___________________________________
                                             Name: Javier V. Diaz
                                             Title: Associate Director


                                         CITIBANK, N.A.,

                                         not in its individual capacity,
                                          but solely as Collateral Agent


                                         By: /s/ Jenny Cheng
                                             ___________________________________
                                             Name: Jenny Cheng
                                             Title: Vice President


                                         By: ___________________________________
                                             Name:
                                             Title:

                                       63


                       FIRST AMENDMENT TO CREDIT AGREEMENT

         FIRST AMENDMENT TO CREDIT AGREEMENT (this "Agreement"), dated November
05, 2002, among MACQUARIE AIRPORTS NORTH AMERICA INC., a Delaware corporation
(the "BORROWER"), WESTLB AG, formerly known as "Westdeutsche Landesbank
Girozentrale" ("WESTLB"), as Initial Lender and Administrative Agent, and
CITIBANK, N.A. ("CITIBANK"), not in its individual capacity, but solely as
Collateral Agent (the "COLLATERAL AGENT") for the Secured Parties, amending the
Credit Agreement, dated as of July 29, 2002, among the Borrower, WestLB as
Initial Lender and as Administrative Agent, and the Collateral Agent (as amended
hereby and as further amended, supplemented or otherwise modified from time to
time after the date hereof, the "Credit Agreement", terms defined therein and
not otherwise defined herein being used herein as therein defined).

                                   WITNESSETH:

         WHEREAS, the parties hereto wish to amend the Credit Agreement on the
terms and conditions contained herein.

         NOW THEREFORE, in consideration of the mutual agreements contained
herein, the parties hereto hereby agree as follows:

         SECTION 1. Certain Defined Terms: The term "Exempt Accounts" shall be
added to Section 1.01 of the Credit Agreement after the definition of the term
"Excess Cash Flow", and shall be defined as follows:

         "EXEMPT ACCOUNTS" has the meaning specified in the Security Agreement.
For purposes of the Loan Documents, any funds held or deposited into any of the
Exempt Accounts shall not be counted or taken into account for purposes of
calculating any ratio under the Loan Documents.

         SECTION 2. Amendment to Section 5.02(j) of the Credit Agreement: A
final new paragraph shall be added to Section 5.02(j) of the Credit Agreement
after subsection 5.02(j)(F) as follows:

         "provided, however, that payments from an Exempt Account shall not be
considered a Restricted Payment if the source of funds being distributed from
such Exempt Account was either (i) directly from an Equity Investor or a
Subordinated Lender in an amount in excess of the Initial Funding or (ii) from
another account of the Borrower or one of its Subsidiaries, provided that, at
the time that such amount was transferred into the Exempt Account, such transfer
constituted a Restricted Payment permitted by this Section 5.02(j) and the
Security Agreement."

                                       1


         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.

                                   MACQUARIE AIRPORTS NORTH
                                   AMERICA INC.


                                   By: /s/ Gregory Osborne
                                       ___________________________________
                                       Name: Gregory Osborne
                                       Title: Director


                                   WESTLB AG,

                                   as Initial Lender and Administrative Agent


                                   By: /s/ Javier Diaz
                                       ___________________________________
                                       Name: Javier Diaz
                                       Title: Associate Director



                                   By: /s/ Bruce F. Davidson
                                       ___________________________________
                                       Name: Bruce F. Davidson
                                       Title: Associate Director


                                   CITIBANK, N.A.,

                                   not in its individual capacity, but solely as
                                   Collateral Agent


                                   By: /s/ Donna Marie White
                                       ___________________________________
                                       Name: Donna Marie White
                                       Title: Assistant Vice President


                                   By: ___________________________________
                                       Name:
                                       Title:

                                       2

EX-10.29

                                                                   Exhibit 10.29





                      MACQUARIE INFRASTRUCTURE COMPANY LLC





                                     - and -





                               BALFOUR BEATTY PLC





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

                            PARENT COMPANY GUARANTEE

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















THIS GUARANTEE is made the [0] day of [0], 2004

BETWEEN:

(1)      MACQUARIE INFRASTRUCTURE COMPANY LLC, whose principal executive office
         is at 600 Fifth avenue, 21st floor, 10020 NY, USA (formerly Macquarie
         Infrastructure Assets LLC) (hereinafter called "MICL" or the
         "Guarantor"); and

(2)      BALFOUR BEATTY PLC, whose registered office is at 130 Wilton Road,
         London SW1W 1LQ (hereinafter called "BB").

WHEREAS:

(A)      Under a parent company guarantee dated 26 March 1996, as amended and
         restated on 30 April 2003, between BB and Macquarie European
         Infrastructure Plc ("MEIP") (the "Parent Company Guarantee"), MEIP
         agreed to guarantee (1) the due performance by Macquarie Yorkshire
         Limited ("MYL") of a shareholders' agreement dated 26 March 1996, as
         amended and restated on 30 April 2003, between MYL, BB, Yorkshire Link
         (Holdings) Limited ("YLHL"), Yorkshire Link Limited ("YLL") and MEIP
         (the "Shareholders' Agreement") and (2) the due performance by
         Macquarie Infrastructure (UK) Limited ("MIUK") of a technical services
         agreement dated 26 March 1996 between YLL, MIUK and BB (the "Technical
         Services Agreement") and a secondment agreement dated 26 March 1996, as
         amended and restated on 30 April 2003, between YLL, BB and MIUK (the
         "Secondment Agreement").

(B)      On 10 March 2004 the Technical Services Agreement was terminated.

(C)      YLL changed its name to Connect M1-A1 Limited on 2 June 2004
         ("Connect"); YLHL changed its name to Connect M1-A1 Holdings Limited
         ("Connect Holdings") on 2 June 2004.

(D)      Pursuant to a share purchase agreement entered into between MEIP and
         MICL on or around the date hereof (the "Share Purchase Agreement"),
         MEIP will sell and MICL will purchase the 5,000,000 ordinary shares
         owned by MEIP in MYL (the "Transaction").

(E)      Prior to Completion (as defined in the Share Purchase Agreement), MICL
         intends to notify MEIP that it wishes to nominate Macquarie Yorkshire
         LLC ("MY LLC") as the transferee of the Shares (as defined in the Share
         Purchase Agreement) pursuant to paragraph 1 of Schedule 5 of the Share
         Purchase Agreement.

(F)      As a result of the Transaction MEIP wished to be released and
         discharged from the Shareholders' Agreement and the parties agreed to
         the novation of the Shareholders' Agreement. BB, MEIP, MYL, Connect,
         Connect Holdings, MY LLC and MICL entered into a deed of novation of
         the Shareholders' Agreement on or around the date hereof (the
         "Shareholders' Agreement Novation") pursuant to which the Shareholders'
         Agreement was terminated and replaced by a replacement shareholders'
         agreement between BB, MY LLC, MYL, Connect and Connect Holdings (the
         "Replacement Shareholders' Agreement").

(G)      As a result of the Transaction MIUK wished to be released and
         discharged from the Secondment Agreement and the parties agreed to the
         novation of the Secondment Agreement. BB, MIUK, Connect, MYL and MICL
         entered into a deed of novation of the Secondment Agreement on or
         around the date hereof (the "Secondment Agreement Novation") pursuant
         to which the Secondment Agreement was terminated and replaced by a
         replacement secondment agreement between BB, MYL and Connect (the
         "Replacement Secondment Agreement").

                                       2




(H)      On or around the date hereof, BB entered into a deed of release with
         MEIP under which MEIP was released from its obligations under the
         Parent Company Guarantee.

(I)      Pursuant to the Replacement Shareholders' Agreement, the parties have
         agreed to enter into this guarantee and the Guarantor has agreed to
         guarantee to BB (1) the due performance by MY LLC of its obligations
         under the Shareholders' Agreement Novation and (2) the due performance
         by MYL of its obligations under the Replacement Shareholders'
         Agreement, the Secondment Agreement Novation, and the Replacement
         Secondment Agreement (together the "Relevant Contracts").

NOW THIS DEED WITNESSES as follows:

1.       The Guarantor hereby unconditionally and irrevocably guarantees to and
         covenants with BB that:

         (a) MYL and MY LLC will well and truly perform and observe all
             obligations, terms, provisions, conditions and stipulations
             mentioned or described in the Relevant Contracts to which they are
             a party or to be implied therefrom on its/their part to be so
             performed and observed according to the true purport, intent and
             meaning hereof; and

         (b) if for any reason whatsoever and in any way MYL or MY LLC shall
             fail to perform the same, then the Guarantor shall, upon receipt of
             a notice in writing from BB, take over from MYL or MY LLC (as
             appropriate) and shall forthwith perform and observe or cause to be
             performed and observed such obligations, terms, provisions,
             conditions and stipulations as aforesaid so far as and to the
             extent MYL or MY LLC (as appropriate) was liable to perform and
             observe them and shall to the same extent be responsible to BB as
             principal and not merely as surety for MYL or MY LLC (as
             appropriate) for the payment by them of all sums of money, losses,
             damages, costs, charges and expenses that may become due or payable
             to BB by reason or in consequence of the acts or defaults of MYL or
             MY LLC (as appropriate) in the performance or observance of the
             Relevant Contracts.

         Provided that under no circumstance whatsoever shall the liabilities of
         the Guarantor, MYL and MY LLC pursuant to this Guarantee and the
         Relevant Contracts either individually or when aggregated together
         hereunder exceed the liability which MYL or MY LLC has under the
         Relevant Contracts.

         Such notices as aforesaid shall be signed by Christopher R. O'N.
         Pearson, Company Secretary of BB, a copy of whose signature is attached
         hereto as Schedule 1 (or his respective successor in post whose name
         and specimen signature must be advised to the Guarantor and
         authenticated by the Company Secretary of BB for the time being).

                                       3




2.       Notices in writing of such failure to perform as aforesaid may from
         time to time be sent by BB to the Guarantor at 600 Fifth Avenue, 21st
         Floor, 10020 NY, USA by either registered mail (and shall be regarded
         as being received personally by the Guarantor five days after their
         posting by BB) or delivered personally to the Guarantor at its
         aforementioned address and regarded as delivered at the time of
         delivery. Each notice of such failure to perform shall specify the
         failure.

3.       As between BB and the Guarantor notices in writing of default as
         aforesaid shall be conclusive evidence of MYL's or MY LLC's default in
         performance or observance of any of their outstanding obligations under
         the Relevant Contracts.

4.       The obligations of the Guarantor hereunder are primary and not by way
         of surety only and the Guarantor shall not be entitled as against MYL
         or MY LLC to any right of set off or counterclaim whatsoever and
         howsoever arising.

5.       This Guarantee is irrevocable and shall not be assigned by either
         party.

6.       The Guarantor shall not in any way be released or discharged or
         otherwise absolved of liability hereunder by reason of any of the
         following (whether or not the Guarantor has notice thereof):

         (a) any alteration amendment or variation in the terms of the Relevant
             Contracts;

         (b) any indulgence forgiveness or forbearance shown by BB towards MYL
             or MY LLC whether as to payment or time for payment of any
             arrangement entered into or composition accepted by BB or otherwise
             modifying (by operation of law or otherwise) the rights and
             remedies of BB under the Relevant Contracts or hereunder with
             regard to payment or time for payment or otherwise changing the
             obligations of either party under the Relevant Contracts;

         (c) any action lawfully taken by BB to determine the Relevant
             Contracts;

         (d) any change in the relationship between the Guarantor and MYL or MY
             LLC;

         (e) any disability or incapacity or change in status or constitution of
             MYL, MY LLC or the Guarantor;

         (f) the liquidation or dissolution or insolvency of any of the parties
             referred to herein or any receivership administration moratorium
             composition of creditors claims or other analogous event effecting
             such parties or any of their property or assets; and

         (g) any failure or delay to assert any of BB's rights under this
             Guarantee.

                                       4




7.       Any waiver by BB of the terms of this Guarantee or any consent or
         approval given by BB shall only be effective if given in writing and
         then only for the purpose and upon the terms and conditions if any on
         which it is given.

8.       If at any time one or more of the provisions of this Guarantee is or
         becomes invalid or otherwise unenforceable in any respect neither the
         validity or enforceability of the remaining provisions of this
         Guarantee nor the validity or enforceability of such provision under
         the law shall in any way be affected or impaired as a result.

9.       Terms and conditions used in this Guarantee shall bear the same meaning
         as in the Replacement Shareholders' Agreement where such have a
         specific meaning ascribed to them.

10.      The Guarantor shall at all times maintain an agent for service of
         process and any other documents in proceedings in England or any other
         proceedings in connection with this guarantee. Such agent shall be MYL
         of Level 29 and 30, 1 Ropemaker Street, London EC2Y 9HD and any
         judgment or other notice of legal process shall be sufficiently served
         on the Guarantor if delivered to such agent at its address for the time
         being. The Guarantor agrees to inform BB in writing of any change of
         address of such process agent within 28 days of such change. If such
         process agent ceases to be able to act as such or to have an address in
         England, the Guarantor irrevocably agrees to appoint a new process
         agent in England and to deliver to BB within 14 days a copy of a
         written acceptance of appointment by the process agent.

11.      This Deed shall be governed by and construed in accordance with the
         laws of England and shall be submitted to the exclusive jurisdiction of
         the English Courts.



In witness whereof the Guarantor and BB have executed this document as a Deed
the day and year first before written.

MACQUARIE INFRASTRUCTURE ASSETS LLC

EXECUTED and DELIVERED by [o] as              )
[authorised signatory] on behalf of           )    ----------------------------
Macquarie Infrastructure Company LLC and      )
thereby executed by it as a Deed              )



BALFOUR BEATTY PLC

EXECUTED as a Deed by Balfour Beatty PLC      )
acting by and                                 )    -----------------------------
                                              )    Director
                                              )

                                                   -----------------------------
                                                   Director/Secretary


                                       5






                                   SCHEDULE 1

          Specimen Signature of Company Secretary of Balfour Beatty plc



The following signature is the specimen signature of the Company Secretary of
Balfour Beatty plc who is authorised to issue notices under paragraph 1(b) of
the Parent Company Guarantee:

Name:    C.R. O'N Pearson               Signature:   [Sgd CC.R. O'N Pearson]

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


                                       6

EX-10.30

                                                                   Exhibit 10.30

                      MACQUARIE INFRASTRUCTURE COMPANY LLC

           PRINCIPAL EXECUTIVE OFFICES: 600 Fifth Avenue, 21st Floor,
                         New York, New York, 10020, USA
     REGISTERED OFFICE IN THE STATE OF DELAWARE: Corporation Trust Center,
         1209 Orange Street, City of Wilmington, County of New Castle.
                REGISTERED AGENT: The Corporation Trust Company


To:  Macquarie European Infrastructure PLC
     Levels 29 and 30,
     City Point,
     1 Ropemaker Street,
     London, EC2Y 9HD

                                                                14, October 2004

Dear Sirs,

YORKSHIRE LINK

We refer to the sale and purchase agreement between Macquarie Infrastructure
Company LLC (formerly Macquarie Infrastructure Assets LLC) and Macquarie
European Infrastructure PLC relating to the sale and purchase of all the shares
in Macquarie Yorkshire Limited, dated 7 June 2004 (the "AGREEMENT"). Pursuant
to Clause 11.5 of the Agreement and in consideration of each party agreeing to
be bound by the terms set out herein, the Agreement shall be amended as
follows, such amendments to be effective as of the date hereof:

     1.   in the description of the parties thereto, the reference to "MACQUARIE
          INFRASTRUCTURE ASSETS LLC a Delaware limited liability company whose
          principal executive office is at 600 Fifth Avenue, 21st floor, 10020,
          New York, USA (the "PURCHASER" or "MIAL")" shall be deleted and
          replaced by reference to "MACQUARIE INFRASTRUCTURE COMPANY LLC a
          Delaware limited liability company whose principal executive office is
          at 600 Fifth Avenue, 21st floor, 10020, New York, USA (the "PURCHASER"
          or "MICL")".

     2.   each reference to "MIAL" shall be replaced by reference to "MICL".

     3.   the deletion of the definition of "September Distribution Amount".

     4.   the following changes being made to Clause 3 (Consideration):

               (i)  Clause 3.1 being deleted in its entirety and replaced with
                    the following words "3.1  The total consideration for the
                    sale of the Shares shall be the payment by the Purchaser of
                    the Initial Consideration which shall be increased by L9,750
                    for each day after 30 September 2004 Completion occurs (the
                    "COMPLETION AMOUNT")."


                                       1

        (ii)  on the third line of Clause 3.5.1, the insertion of the word
              "Company" before the words "Settlement (as defined in Clause 3.5.2
              below)".

5.  the following change being made to Clause 4 (Debt Repayment):

        (i)   the deletion of the words "less the September Distribution
              Amount" in Clause 4.1.

6.  the following change being made to Clause 6.4 (Restrictions on the Vendor):

        (i)   Clause 6.4.10 being deleted in its entirety and replaced with the
              following words "6.4.10        declare, make or pay any dividend
              or other distribution from MYL to the Vendor."

7.  the addition of the following as a new Clause 12 in the Agreement:

        "12.  INDEMNITY RELATING TO ROAD ACCIDENT

        12.1  For the purposes of this Clause 12, the following terms shall have
              the following meanings:

              "COSTS" has the meaning given to it in Clause 12.2;

              "FINAL AMOUNT" has the meaning given to it in Clause 12.5;

              "INCIDENT" means the road accident occurring on MI-A1 motorway on
              20 March 2004;

              "NOTIFICATION" has the meaning given to it in Clause 12.4(ii);

              "PURCHASER ESTIMATE" has the meaning given to it in Clause 12.5;

              "PURCHASER NOTICE" has the meaning given to it in Clause 12.5; and

              "REVENUE REDUCTION" means a reduction in the revenues of Connect
              which is attributable to the suspension or reduction by the
              Secretary of State of the DBFO Payment (as such term is defined in
              the DBFO Contract) or the termination by the Secretary of State of
              the DBFO Contract, in each case as a result of an Event of Default
              occurring under Clause 36 of the DBFO Contract which is caused by
              or directly related to the Incident.

        12.2  Subject to Clause 12.3, 12.6 and 12.9 below, the Vendor agrees to
              pay to the Purchaser, from time to time by way of adjustment to
              the consideration, an amount equal to any and all losses, costs,
              expenses and liabilities including those arising out of any
              claims, actions and proceedings (which shall include, but not be
              limited to, all legal and other costs and expenses incurred in
              connection with the investigation,

                                       2

     preparation, defence or settlement of any actual or potential claim, action
     or proceeding) (hereinafter collectively referred to as the "COSTS") that
     are suffered, incurred or made against:

     (i)  the Purchaser; or

     (ii) any MYL Group Company

     in connection with or arising out of the commencement of criminal
     proceedings against any member of the MYL Group or any officer or director
     thereof, in relation to the Incident, provided always that the Vendor's
     liability under paragraph (ii) above shall, save in respect of MYL, be
     limited to an amount equal to fifty per cent. (50%) of the total aggregate
     Costs suffered, incurred or made against such MYL Group Company.

12.3 For the avoidance of doubt the Purchaser shall not be entitled to recover
     under Clause 12.2 in respect of any reduction in the revenues of Connect
     and any claim by the Purchaser with respect to a Revenue Reduction shall
     only be made in accordance with the provision of Clause 12.4 below.

12.4 Without prejudice to the provisions of Clause 12.2 above, but subject to
     Clauses 12.5, 12.6 and 12.9 below, the Vendor hereby agrees to pay to the
     Purchaser, by way of adjustment to the consideration, as soon as reasonably
     practicable (but in any event not more than 10 Business Days) following
     receipt of the Purchaser Notice below), an amount equal to fifty per cent.
     (50%) of the difference between (a) the net present value of the total
     aggregate amount of the Original Cash Flows and (b) the net present value
     of the total aggregate amount of the Revised Cash Flows, calculated as
     follows:

     (i)  Original Cash Flows shall be the original aggregate distributions
          (comprising all actual dividend distributions and actual payments on
          the subordinated debt (whether payments of interest or principal)) to
          be made by Connect (directly or indirectly) to shareholders of Connect
          or Connect Holdings in connection with the Project from the date of
          the Notification up to and including 31 March 2028, as set out in the
          financial model referred to at paragraph 7.08 in the Disclosed
          Information;

     (ii) The Revised Cash Flows shall be the Original Cash Flows derived by
          adjusting only the future revenues of the Project to reflect the
          effect of any Revenue Reduction notified to Connect by the Secretary
          of State in accordance with the provisions of the DBFO Contract (the
          "NOTIFICATION") and recalculating these adjusted revenues on the basis
          of the assumptions used in the financial model referred to at
          paragraph 7.08 in the Disclosed Information.


                                       3

       (iii)  The net present value of the Original Cash Flows and the Revised
              Cash Flows shall be calculated using a discount rate of 8.66%
              (based on the assumptions used in the financial model referred to
              at paragraph 7.08 in the Disclosed Information), such values to be
              calculated as of the date of the Notification.

12.5   Upon becoming aware that a Notification has been received by Connect, the
       Purchaser must notify the Vendor in writing that the provisions of Clause
       12.4 apply (the "PURCHASER NOTICE"). The Purchaser Notice must set out
       the Purchaser's calculation of the amount payable by the Vendor to the
       Purchaser under Clause 12.4 (The "PURCHASER ESTIMATE"). The Purchaser
       Estimate will be deemed to be the agreed amount payable by the Vender to
       the Purchaser under Clause 12.4 in respect of a Revenue Reduction unless
       the Vendor notifies the Purchaser in writing that it disputes the
       Purchaser Estimate within 10 Business Days of receipt of the Purchaser
       Estimate. If the Vendor provides timely notice to the Purchaser that it
       disputes the Purchaser Estimate the parties shall refer the dispute to an
       independent accountant with recognized expertise in financial modelling
       selected by the Purchaser (such referral to be made within 10 Business
       Days of the Purchaser's selection) to determine the amount payable by the
       Vendor pursuant to Clause 12.4 and the following shall apply:

       (i)    the costs and expenses of the independent accountant shall be
              borne equally between the Vendor and the Purchaser;

       (ii)   both the Purchaser and the Vendor shall have a reasonable
              opportunity to make submissions in respect of the amount payable
              under Clause 12.4 and the parties shall procure that the
              independent accountant gives due consideration to such
              submissions; and

       (iii)  the independent accountant shall make its determination as soon
              as practicable and, in any event, within 30 Business Days of the
              referral being made.

In making any determination referred to in this Clause 12.5 the independent
accountant shall act as expert not as arbitrator. The determination made by the
independent accountant under this Clause 12.5 shall, in the absence of manifest
error, be final and binding on the Vendor and the Purchaser. The amount the
independent accountant determines to be payable under Clause 12.4 (the "FINAL
AMOUNT") shall be payable to the Purchaser by the Vendor in full discharge of
the Vendor's obligations arising under Clause 12.4 in respect of the Revenue
Reduction. The Final Amount must be paid within 3 Business Days of the
determination being made.

                                       4


12.6   If, before the Vendor pays an amount in discharge of any claim under this
       Clause 12, the Purchaser or any other MYL Group Company recovers or is
       entitled to recover (whether by payment, discount, credit, relief or
       otherwise) from a third party a sum which relates to the subject matter
       of such claim, the Purchaser shall procure that before steps are taken
       against the Vendor pursuant to this Clause 12 all reasonable steps are
       taken to enforce such recovery and the Vendor shall not be liable in
       respect of any such claim (and any amount determined to be payable under
       Clause 12.4 shall be adjusted) to the extent that actual recovery has
       been made by the Purchaser or any other MYL Group Company from any other
       source, including, without limitation, where:

       (i)    the losses arising from such claim are covered by a policy of
              insurance and payment is made by the relevant insurer; or

       (ii)   recovery has been made in respect of the same losses arising from
              such claim from a third party.

12.7   Where a claim is brought by the Purchaser in respect of losses under this
       Clause 12 and an amount is determined to be payable by the Vendor, the
       Vendor shall take the benefit by way of subrogation of all rights or
       claims of the Purchaser against any third party in respect of the same
       losses.

12.8   Following Completion the Purchaser shall promptly supply to the Vendor
       details of all claims, actions, proceedings and investigations begun in
       relation to any MYL Group Company in respect of the Incident but any
       failure to provide such details shall not affect the rights of the
       Purchaser save to the extent that the Vendor is prejudiced by such
       failure. The Vendor shall be entitled, at its own expense, to direct the
       Purchaser, and the Purchaser shall comply with all reasonable directions
       of the Vendor, in the conduct of any defence or response to such claims,
       actions, proceedings and investigations in connection with the Incident.
       The Purchaser shall not and shall procure that no MYL Group Company shall
       make any admission of liability in relation to the Incident without the
       prior consent of the Vendor.

12.9   The Vendor's liability in respect of the aggregate amount of all claims
       brought by the Purchaser pursuant to this Clause 12 shall not exceed
       Pound Sterling 2,750,000.

12.10  For the avoidance of doubt, the provisions of Schedule 4 hereto shall not
       apply to this Clause 12."


For the avoidance of doubt, all other provisions of the Agreement remain
unchanged and as stated.


                                       5


Unless otherwise stated, all capitalised terms in this letter shall have the
same meaning as in the Agreement.



This letter shall be governed by and construed in accordance with English law
and the parties hereto submit to the exclusive jurisdiction of the courts of
England to settle all disputes arising in connection therewith.



Please confirm your agreement to the above by counter-signing this letter in the
space provided below.



Yours faithfully,



/s/ Peter Stokes
- -------------------------------
Name: Peter Stokes
Title: Chief Executive Officer




For and on behalf of
MACQUARIE INFRASTRUCTURE COMPANY LLC












We agree to the terms and conditions of this letter as set out above.



/s/ James Craig                           /s/ Annabelle Hill
- -------------------------------           -------------------------------
Name: James Craig                         Annabelle Hill
Title: Director                           Secretary



For and on behalf of
MACQUARIE EUROPEAN INFRASTRUCTURE PLC




                                       6

EX-16.1

Exhibit 16.1

	•	Ernst & Young LLP	•	Phone: (212) 773-3000
		5 Times Square		www.ey.com
		New York, New York 10036-6530

August 18, 2004

Mr. David Mitchell
Chief Financial Officer
Macquarie Infrastructure Assets Trust
600 Fifth Avenue
New York, New York 10020

Dear Mr. Mitchell:

This is to confirm that the client-auditor relationship between Macquarie Infrastructure Assets Trust (Commission File Number 333-116244 (in Registration)) and Ernst & Young LLP has ceased.

Very truly yours,

cc:	Office of the Chief Accountant
	SECPS Letter File
	Securities and Exchange Commission
	Mail Stop 11-3
	450 Fifth Street, N.W.
	Washington, D.C. 20549

A Member Practice of Ernst & Young Global

EX-16.2

                                                                    Exhibit 16.2


October 15, 2004



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549


Gentlemen:

We have read Macquarie Infrastructure Company Trust's statements included under
"Change of Independent Registered Public Accounting Firm" in its pre-effective
Amendment No. 2 to Form S-1 dated October 15, 2004 and are in agreement with
the statements, except that we are not in a position to agree or disagree with
Macquarie Infrastructure Company Trust's statement that, on September 15, 2004,
WithumSmith+Brown were appointed by resolution of the Board of Directors as the
Trust's new independent public accountants.


                                      /s/ Ernst & Young LLP

EX-23.3

Exhibit 23.3

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the use of our report dated May 20, 2004 with respect to the consolidated financial statements of Macquarie Americas Parking Corporation and our report dated May 20, 2004 with respect to the consolidated statements of operations and cash flows of Off-Airport Parking Operations of PCA Parking Company of America, LLC; each included in the Registration Statement (Form S-1 No. 333-116244) and related Prospectus of Macquarie Infrastructure Company Trust and Macquarie Infrastructure Company LLC for the registration of shares representing beneficial interests in Macquarie Infrastructure Company Trust and LLC interests of Macquarie Infrastructure Company LLC.

/s/ ERNST & YOUNG LLP

Los Angeles, California

October 12, 2004

EX-23.4

Exhibit No. 23.4

INDEPENDENT AUDITORS’ CONSENT

We consent to the use in this Pre-effective Amendment No. 2 to Registration Statement No. 333-116244 of Macquarie Infrastructure Company Trust and Macquarie Infrastructure Company LLC on Form S-1 of our report dated August 18, 2004 (which report expresses an unqualified opinion and contains an explanatory paragraph relating to the adoption of SFAS 133) relating to the consolidated financial statements of Connect M1-A1 Holdings Limited as at March 31, 2004 and March 31, 2003 and for the three years ended March 31, 2004, 2003 and 2002, appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

DELOITTE & TOUCHE LLP
London, England

October 13, 2004

EX-23.5

Exhibit 23.5

CONSENT OF KPMG LLP, INDEPENDENT AUDITORS

We consent to the use of our report dated March 5, 2004, with respect to the consolidated balance sheets of Executive Air Support, Inc. as of December 31, 2003 and 2002 and the related consolidated statements of operations, stockholders’ deficit and cash flows for each of the years in the three-year period ended December 31, 2003, included in the Registration Statement on Form S-1 of Macquarie Infrastructure Company Trust and Macquarie Infrastructure Company LLC, and to the reference to our firm under the heading “Experts” in the registration statement. Our report refers to the adoption of the provisions of the Financial Accounting Standards Board’s Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets.

/s/ KPMG LLP

Dallas, Texas
October 13, 2004 EX-23.6 33 y97636a2exv23w6.htm CONSENT OF PRICEWATERHOUSECOOPERS LLP

Exhibit 23.6

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Amendment No. 2 to the Registration Statement on Form S-1 of our report dated August 19, 2004 relating to the consolidated financial statements of Thermal Chicago Corporation, which appear in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

Chicago, Illinois
October 13, 2004

/s/ PricewaterhouseCoopers LLP

EX-23.7 34 y97636a2exv23w7.htm CONSENT OF LESLEY,THOMAS SCHWARZ & POSTMA, INC.

Exhibit 23.7

CONSENT OF LESLEY, THOMAS, SCHWARZ & POSTMA, INC.,

INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated August 4, 2004 with respect to the balance sheets of Newport Beach FBO, LLC as of December 18, 2002 and December 31, 2001 and the statements of income, members’ equity and of cash flows for the periods January 1, 2002 through December 18, 2002 and April 1, 2001 (inception) through December 31, 2001; each included in the Registration Statement (Amendment No. 2 to Form S-1 No. 333-116244) and related Prospectus of Macquarie Infrastructure Company Trust and Macquarie Infrastructure Company LLC for the registration of shares representing beneficial interests in Macquarie Infrastructure Company Trust and LLC interests of Macquarie Infrastructure Company LLC.

/s/ Lesley, Thomas, Schwarz & Postma, Inc.

Newport Beach, CA

October 13, 2004

EX-23.8 35 y97636a2exv23w8.htm CONSENT OF DELOITTE & TOUCHE LLP

Exhibit 23.8

INDEPENDENT AUDITORS’ CONSENT

We consent to the use in this Amendment No. 2 to Registration Statement No. 333-116244 of Macquarie Infrastructure Company Trust and Macquarie Infrastructure Company LLC of our report dated December 7, 2001 relating to the financial statements of Palm Springs FBO, LLC d/b/a Million Air Palm Springs, as of and for the year ended September 30, 2001, appearing in the Prospectus, which is part of such Registration Statement, and to the reference to us under the heading “Experts” in such Prospectus.

Deloitte & Touche LLP

Cedar Rapids, Iowa
October 15, 2004 EX-23.9 36 y97636a2exv23w9.htm CONSENT OF ERNST & YOUNG LLP

Exhibit 23.9

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the use of our report dated July 23, 2004 with respect to the statement of income and statement of cash flows of Palm Springs FBO, LLC and our report dated March 29, 2004 with respect to the consolidated financial statements of General Aviation Holdings, LLC, each included in the Registration Statement (Pre-effective Amendment No. 2 to Form S-1 No. 333-116244) and related Prospectus of Macquarie Infrastructure Company Trust and Macquarie Infrastructure Company LLC for the registration of shares representing beneficial interests in Macquarie Infrastructure Company Trust and LLC interests of Macquarie Infrastructure Company LLC.

/s/ ERNST & YOUNG LLP

Minneapolis, Minnesota

October 15, 2004

EX-23.6

EX-23.6

EX-23.7

EX-23.7

EX-23.8

EX-23.8

EX-23.9

EX-23.9

EX-23.10

Exhibit 23.10

CONSENT OF WITHUMSMITH+BROWN, P.C. INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the inclusion in the Prospectus constituting a part of this Registration Statement on Form S-1/A (333-116244) of our reports dated September 15, 2004 relating to the consolidated financial statements of Macquarie Infrastructure Company Trust and September 22, 2004 relating to the financial statements of AmPorts Aviation Division (A Division of American Port Services, Inc.), each included in that Prospectus of Macquarie Infrastructure Company Trust and Macquarie Infrastructure Company LLC.

We also consent to the reference to us under the caption “Experts” in the prospectus.

/s/ WithumSmith+Brown, P.C.

New Brunswick, New Jersey
October 13, 2004 EX-23.11 38 y97636a2exv23w11.htm EX-23.11: CONSENT OF ERNST AND YOUNG LLP

EXHIBIT 23.11

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption “Experts” and to the use of our reports dated May 12, 2004, with respect to the consolidated financial statements of Macquarie Airports North America, Inc. included in Amendment No. 2 to the Registration Statement (Form S-1 No. 333-116244) and related Prospectus of Macquarie Infrastructure Company Trust and Macquarie Infrastructure Company LLC for the registration of shares representing beneficial interests in Macquarie Infrastructure Company Trust and LLC interests of Macquarie Infrastructure Company LLC.

	/s/ Ernst & Young LLP
Baltimore, Maryland
October 14, 2004

EX-23.11

EX-23.11

EX-23.12

Exhibit 23.12

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Amendment No. 2 to the Registration Statement on Form S-1 of our report dated October 13, 2004 relating to the consolidated financial statements of ETT Nevada, Inc., which appear in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

Chicago, Illinois
October 13, 2004
	/s/ PricewaterhouseCoopers LLP