**Exhibit
      10.4**


EXECUTION
      COPY





**Amendment
      No. 1 to the Amended and Restated Credit Agreement**





This Amendment No. 1 to the Credit Agreement ,
      dated
      as of June 25, 2007 (this “ ***Amendment*** ”),
      among Macquarie
      Infrastructure Company Inc., a
      Delaware corporation (doing business in New York as Macquarie
      Infrastructure (US) )
      (the ** “ ***Borrower*** ”), Macquarie
      Infrastructure Company LLC (“ ***Holdings*** ”)
      and Citicorp
      North America, Inc. (“ ***Citicorp*** ”),
      as
      Administrative Agent (as defined below), on behalf of each Lender executing
      a
      Lender Consent (as defined below), amends certain provisions of the Amended
      and Restated  Credit
      Agreement ,
      dated
      as of May 9, 2006 (as the same may be amended, supplemented, restated or
      otherwise modified from time to time, the “ ***Credit
      Agreement*** ”),
      among
      the Borrower, Holdings, the Lenders and the Issuers (each as defined therein)
      party thereto from time to time, Citicorp, as agent for the Lenders and the
      Issuers (in such capacity, and as agent for the Secured Parties under the
      Collateral Documents, together with its successors in such capacity, the
“ ***Administrative
      Agent*** ”).
      Unless otherwise specified herein, all capitalized terms used in this Amendment
      shall have the meanings ascribed to such terms in the Credit
      Agreement.





WITNESSETH :





WHEREAS,
      the Borrower and each Lender party to a Lender Consent collectively constituting
      the Requisite Lenders (the “ ***Consenting
      Lenders*** ”)
      and
      the Administrative Agent agree, subject to the limitations and conditions set
      forth herein, to amend the Credit Agreement as set forth herein;





NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties hereto agree as follows:





Section
      1.  Certain
      Amendments to the Credit Agreement .
      As of
      the Effective Date (as defined below):





(a)  The
      definition of “ *Adjusted
      Cash Flow From Operations* ”
set
      forth in *Section
      1.1 (Defined Terms)* is
      hereby amended and restated in its entirety to read as follows:





““ *Adjusted
      Cash From Operations* ”
means,
      for any Measurement Period, on a Consolidated basis and subject to *Section
      1.3 (Accounting Terms and Principles)* :





(a)  Consolidated
      Net Cash From Operating Activities of Holdings and its Subsidiaries during
      such
      Measurement Period, *plus*





(b)  the
      aggregate amount of any base management or performance fees that were paid
      by
      MICT or any of its Subsidiaries to MI Management pursuant to the terms of the
      Management Services Agreement that were reinvested by MI Management in MICT
      or
      any of its Subsidiaries during such Measurement Period by way of a purchase
      of
      the Stock or Stock Equivalents of MICT or any of its Subsidiaries, *plus*





(c)  the
      aggregate amount of any Restricted Payments received from any Investment held
      by
      Holdings or any of its Subsidiaries during such Measurement Period to the extent
      included in Consolidated Net Cash From Investment Activities of Holdings and
      its
      Subsidiaries during such Measurement Period, *plus*





1


**Exhibit
        10.4**
 EXECUTION
        COPY




(d)  the
      aggregate amount of any repayments of principal of any Indebtedness owed by
      any
      Person to Holdings or any of its Subsidiaries during such Measurement Period
      to
      the extent included in Consolidated Net Cash From Investment Activities of
      Holdings and its Subsidiaries during such Measurement Period, *less*





(e)  the
      aggregate amount of Capital Expenditures incurred by Holdings or any of its
      Subsidiaries in the ordinary course of business in connection with the
      maintenance of its properties and assets during such Measurement Period, *less*





(f)  the
      portion of Consolidated Net Cash From Operating Activities attributable to
      any
      Subsidiary of Holdings during such Measurement Period to the extent that on
      the
      relevant Calculation Date, such Subsidiary is not permitted by the terms of
      any
      Contractual Obligation governing Indebtedness of such Subsidiary to make
      Restricted Payments to Holdings or any of its Subsidiaries , *less*





(g)  the
      aggregate amount of any Restricted Payments received from any non-Consolidated
      Investment of Holdings or any of its Subsidiaries during such Measurement Period
      to the extent that on the relevant Calculation Date, the Person that made such
      Restricted Payment is not permitted to make Restricted Payments to Holdings
      or
      any of its Subsidiaries pursuant to the terms of any Contractual Obligation
      governing Indebtedness of such recipient Person, *less*





(h)  the
      aggregate amount of any payments of principal and interest in respect of any
      Indebtedness owed by any Person to Holdings or any of its Subsidiaries during
      such Measurement Period to the extent that on the relevant Calculation Date
      the
      Person which made such payment would be prohibited pursuant to the terms of
      any
      Contractual Obligation governing Indebtedness of such Person from making such
      payment in the event that such payment were due on such Calculation Date; *less*





(i)  *pro
      forma* interest
      expense associated with any Debt Issuance of any Subsidiary of Holdings other
      than the Borrower during such Measurement Period for the period commencing
      on
      the first day of such Measurement Period and ending on the date of such Debt
      Issuance calculated using the interest rate applicable to the Indebtedness
      incurred in connection with such Debt Issuance as of the relevant Calculation
      Date, *less*





(j)  Consolidated
      Net Cash From Operating Activities and Consolidated Net Cash From Investment
      Activities of Holdings and its Subsidiaries generated by any asset of any
      Subsidiary of Holdings during such Measurement Period which asset was the
      subject of an Asset Sale (other than an Excluded Asset Sale) by such Subsidiary
      during such Measurement Period, *less*





(k)  the
      aggregate amount of (i) any scheduled repayments of principal of any
      Indebtedness owed by Holdings or any of its Subsidiaries other than (A) any
      such
      repayment made in respect of any Financial Covenant Debt of any Loan Party
      or
      (B) any such repayments of principal made with the proceeds from the incurrence
      of any Indebtedness (other than Financial Covenant Debt of any Loan Party)
      incurred by Holdings or any of its Subsidiaries and (ii) payments in respect
      of
      the principal component of any Capital Lease of Holdings or any of its
      Subsidiaries during such Measurement Period, *plus*





(l)  the
      aggregate amount of Cash Interest Expense of any Loan Party in respect of any
      Financial Covenant Debt of any Loan Party during such Measurement
      Period;





*provided* , *however* ,
      in the
      event of any bankruptcy or other insolvency event of any Subsidiary of Holdings
      occurring or otherwise existing during such Measurement Period, “ *Adjusted
      Cash From Operations* ”
shall
      not include that portion of Adjusted Cash From Operations attributable to such
      Subsidiary for such Measurement Period; *provided* , *further* ,
      in
      respect of any Measurement Period or any days in any Measurement Period, in
      either case, occurring prior to the First Amendment Effective Date, all
      references to Holdings and its Subsidiaries in clauses (a), (c), (d), (e),
      (f),
      (g), (h), (j) and (k) of this definition shall be to MICT and its Subsidiaries
      with respect to any such Measurement Period and/or days in such Measurement
      Period occuring prior to the First Amendment Effective Date”





2


**Exhibit
        10.4**
 EXECUTION
        COPY






(b)  The
      definition of “ *Calculation
      Date* ”
set
      forth in *Section
      1.1 (Defined Terms)* is
      hereby amended and restated in its entirety to read as follows:





““ *Calculation
      Date* ”
means
      the last day of each Fiscal Quarter of Holdings commencing with the last day
      of
      the Fiscal Quarter ending June 30, 2007.”





(c)  The
      definition of " *Change
      of Control* "
      set
      forth in *Section
      1.1 (Defined Terms)* is
      hereby amended and restated in its entirety to read as follows:





““ *Change
      of Control* ”
means
      the occurrence of any of the following:





(a)  any
      person or group of persons (within the meaning of the Securities Exchange Act
      of
      1934, as amended) shall have acquired beneficial ownership (within the meaning
      of Rule 13d-3 of the Securities and Exchange Commission under the Securities
      Exchange Act of 1934, as amended) of 50% or more of the issued and outstanding
      Voting Stock of Holdings on a fully diluted basis;





(b)  during
      any period of twelve consecutive calendar months, individuals who, at the
      beginning of such period, constituted the board of directors (or equivalent
      governing body) of Holdings (together with any new directors whose election
      by
      the board of directors of Holdings or whose nomination for election by the
      stockholders of Holdings was approved by a vote of at least two-thirds of the
      directors then still in office who either were directors at the beginning of
      such period or whose elections or nomination for election was previously so
      approved) cease for any reason other than death or disability to constitute
      a
      majority of the directors then in office;





(c)  Holdings
      shall cease to own and control all of the economic and voting rights associated
      with all of the outstanding Stock of the Borrower; or





(d)  MI
      Management or Macquarie Bank Limited or the ultimate parent company thereof
      (collectively referred to herein as “ *Macquarie* ”)
      or any
      fund or other Person (other than an individual) reasonably acceptable to the
      Administrative Agent that is a Subsidiary of (or managed by a Subsidiary of)
      Macquarie, shall cease to manage the business and operations of Holdings and
      its
      Subsidiaries; *provided* ,
      that
      any such fund or other Person that is a Subsidiary of (or managed by a
      Subsidiary of) Macquarie that has, at the relevant time, at least substantially
      the same resources and expertise available to it through Macquarie as are
      available to MI Management on the Effective Date (as certified to the
      Administrative Agent by a Responsible Officer of the Borrower) shall be deemed
      reasonably acceptable to the Administrative Agent.”





(d)  The
      definition of " *Change
      of Control Consents* "
      set
      forth in *Section
      1.1 (Defined Terms)* is
      hereby amended and restated in its entirety to read as follows:





““ *Change
      of Control Consents* ”
means
      any approvals or consents required to be obtained by Holdings or any of its
      Subsidiaries under (a) any Contractual Obligation of Holdings or such Subsidiary
      or (b) Requirement of Law applicable to Holdings or such Subsidiary, in each
      case, in connection with any pledge, sale, disposition or other transfer of
      ownership interests or exercise of voting rights or other remedies in respect
      of
      any Stock or Stock Equivalents constituting part of the
      Collateral.”


3


**Exhibit
        10.4**
 EXECUTION
        COPY




(e)  The
      definition of " *Consolidated
      Net Cash From Investment Activities* "
      set
      forth in *Section
      1.1 (Defined Terms)* is
      hereby amended and restated in its entirety to read as follows:





““ *Consolidated
      Net Cash From Investment Activities* ”
means
      the amount reported on the Consolidated statement of cash flows of Holdings
      for
      the line item entitled “ *net
      cash provided by investment activities* ”
or
      any
      equivalent line item, determined in accordance with GAAP and in a manner
      consistent with the methodologies used to calculate such amount in the audited
      financial statements of Holdings referred to in *Section
      4.4 (Financial Statements)* ; *provided* ,
      for
      purposes of determining “Consolidated Net Cash From Investment Activities” for
      any period or any days within any period, in either case, that occur prior
      to
      the First Amendment Effective Date, references to Holdings herein shall be
      to
      MICT for such period or days occurring prior to the First Amendment Effective
      Date.”





(f)  The
      definition of " *Consolidated
      Net Cash From Operating Activities* "
      set
      forth in *Section
      1.1 (Defined Terms)* is
      hereby amended and restated in its entirety to read as follows:





““ *Consolidated
      Net Cash From Operating Activities* ”
means
      the amount reported on the Consolidated statement of cash flows of Holdings
      for
      the line item entitled “ *net
      cash provided by operating activities* ”
or
      any
      equivalent line item, determined in accordance with GAAP and in a manner
      consistent with the methodologies used to calculate such amount in the audited
      financial statements of MICT referred to in *Section
      4.4 (Financial Statements)* ; *provided* ,
      for
      purposes of determining “Consolidated Net Cash From Operating Activities” for
      any period or days within any period, in either case, that occur prior to the
      First Amendment Effective Date, references to Holdings herein shall be to MICT
      for such period or days to the extent occurring prior to the First Amendment
      Effective Date.”





(g)  The
      definition of " *Equity
      Issuances* "
      set
      forth in *Section
      1.1 (Defined Terms)* is
      hereby amended and restated in its entirety to read as follows:





““ *Equity
      Issuance* ”
means
      the issuance or sale of any Stock of Holdings or any of its
      Subsidiaries.”





(h)  The
      definition of " *Excluded*  *Equity
      Issuances* "
      set
      forth in *Section
      1.1 (Defined Terms)* is
      hereby amended and restated in its entirety to read as follows:





“ *Excluded
      Equity Issuance* ”
means
      each of the following Equity Issuances:





(a)  the
      issuance or sale of Stock by Holdings or any of its Subsidiaries to any Person
      that is the parent of such Person, which issuance or sale is made in
      consideration of a contribution to the equity capital of such Person from such
      parent;





(b)  the
      issuance of common stock by Holdings or any of its Subsidiaries occurring in
      the
      ordinary course of business to any director, member of management, or employee
      of Holdings or any of its Subsidiaries;





(c)  the
      issuance or sale of Stock by any Subsidiary of Holdings (other than the
      Borrower), the proceeds of which are required to be used to repay Indebtedness
      of such Subsidiary (or, in the case of non-Consolidated Investments, any direct
      or indirect parent company of such Subsidiary that is not a Loan Party) by
      the
      documentation governing such Indebtedness; and


4


**Exhibit
        10.4**
 EXECUTION
        COPY




(d)  the
      issuance or sale of Stock by Holdings or any Loan Party to MI Management or
      any
      successor thereto, as manager under the Management Services Agreement pursuant
      to the terms of the Management Services Agreement.”





(i)  The
      definition of " *Measurement
      Period* "
      set
      forth in *Section
      1.1 (Defined Terms)* is
      hereby amended and restated in its entirety to read as follows:





““ *Measurement
      Period* ”
means,
      with respect to any Calculation Date, each period of four consecutive Fiscal
      Quarters of Holdings ending (or most recently then ended) on such Calculation
      Date.”





(j)  The
      definition of " *MIC
      Group* "
      set
      forth in *Section
      1.1 (Defined Terms)* is
      hereby amended and restated in its entirety to read as follows:





““ *MIC
      Group* ”
means
      Holdings and its Subsidiaries.”





(k)  Clause
      (g) of the definition of " *Permitted
      Affiliate Transaction* "
      set
      forth in *Section
      1.1 (Defined Terms)* is
      hereby amended and restated in its entirety to read as follows:





“(g)
      agreements with Holdings or any Subsidiary of Holdings to provide for the
      commercially reasonable and equitable allocation of shared costs and expenses
      (including corporate overhead costs and expenses) of the MIC Group
      and”





(l)  Clause
      (d) of *Section
      1.3 (Accounting Terms and Principles)* is
      hereby amended and restated in its entirety to read as follows:





“(d)  All
      references to Financial Statements, financial reporting and financial
      information, including all financial calculations to determine compliance with
      any financial covenant or financial term (including *Article
      V (Financial Covenants)* and *Section
      3.2(c) (Conditions Precedent to Each Revolving Loan, Letter of Credit and
      Delayed Draw Term Loan)* )
      or for
      any other purpose hereunder, (i) (x) from the Closing Date to the First
      Amendment Effective Date, such Financial Statements and other financial
      information shall mean Financial Statements and other financial information
      of
      MICT, Holdings and Holdings’ Subsidiaries, (y) from and after the First
      Amendment Effective Date, such Financial Statements and other financial
      information shall mean Financial Statements and other financial information
      of
      Holdings and Holdings’ Subsidiaries and (z) for all periods that straddle the
      First Amendment Effective Date, such Financial Statements and other financial
      information shall include MICT and its Subsidiaries for all dates up to the
      First Amendment Effective Date and Holdings and its Subsidiaries for all dates
      from and after the First Amendment Effective Date, and (ii) to the extent that
      any such Financial Statements and other financial information include financial
      information for any Person other than MICT (if applicable), Holdings or
      Holdings’ Subsidiaries (each such Person, an “ *Excluded
      Entity* ”),
      all
      such financial calculations and Financial Statements shall be adjusted to
      exclude the financial information of each Excluded Entity.”





(m)  *Section
      1.1 (Defined Terms)* is
      hereby amended by inserting the following definition among the existing
      definitions set forth in such section in alphabetical order:





““ *First
      Amendment Effective Date* ”
means
      June 25, 2007.”


5


**Exhibit
        10.4**
 EXECUTION
        COPY






(n)   *Section
      6.1 (Financial Statements)* clauses
      (a) and (b) are hereby amended and restated in their entirety to read as
      follows:




*“* (a)  *Quarterly
      Reports* .
      In the
      case of each of the first three Fiscal Quarters of each Fiscal Year of Holdings,
      within the earlier of (i) 40 days, in the case of each other Fiscal Quarter
      and
      (ii) 2 Business Days after the date such financial statements are filed with
      the
      Securities and Exchange Commission, financial information regarding Holdings
      and
      its Subsidiaries (including the Loan Parties) consisting of Consolidated
      unaudited balance sheets as of the close of such Fiscal Quarter and the related
      statements of income and cash flow for such Fiscal Quarter and that portion
      of
      the Fiscal Year ending as of the close of such Fiscal Quarter, setting forth
      in
      comparative form the figures for the corresponding period in the prior year,
      in
      each case certified by a Responsible Officer of Holdings as fairly presenting
      the Consolidated financial position of the Holdings and its Subsidiaries as
      at
      the dates indicated and the results of their operations and cash flow for the
      periods indicated in accordance with GAAP (subject to the absence of footnote
      disclosure and normal year-end audit adjustments).





(b)  *Annual
      Reports* .
      Within
      the earlier of (i) 60 days after the end of each Fiscal Year and (ii) 2 Business
      Days after the date such financial statements are filed with the Securities
      and
      Exchange Commission, financial information regarding Holdings and its
      Subsidiaries consisting of Consolidated balance sheets of Holdings and its
      Subsidiaries as of the end of such Fiscal Year and related statements of income
      and cash flows of Holdings and its Subsidiaries for such Fiscal Year, all
      prepared in conformity with GAAP and certified, in the case of such Consolidated
      Financial Statements, without qualification as to the scope of the audit or
      as
      to Holdings being a going concern by the Borrower’s Accountants, together with
      the report of such accounting firm stating that (A) such Financial Statements
      fairly present, in all material respects, the Consolidated financial position
      of
      Holdings and its Subsidiaries as at the dates indicated and the results of
      their
      operations and cash flow for the periods indicated in conformity with GAAP
      applied on a basis consistent with prior years (except for changes with which
      the Borrower’s Accountants shall concur and that shall have been disclosed in
      the notes to the Financial Statements) and (B) the examination by the Borrower’s
      Accountants in connection with such Consolidated Financial Statements has been
      made in accordance with generally accepted auditing standards, and accompanied
      by a certificate stating that in the course of the regular audit of the business
      of Holdings and its Subsidiaries such accounting firm has obtained no knowledge
      that a Default or Event of Default in respect of the financial covenants
      contained in *Article
      V (Financial Covenants)* has
      occurred and is continuing, or, if in the opinion of such accounting firm,
      a
      Default or Event of Default has occurred and is continuing in respect of such
      financial covenants, a statement as to the nature thereof. ”





(o)  *Section
      6.4* ( *SEC
      Filings; Press Releases* )
      is
      hereby amended and restated in its entirety to read as follows:





“Promptly
      after the sending or filing thereof and in any event within two (2) Business
      Days of the filing thereof with the Securities and Exchange Commission, the
      Borrower shall send the Administrative Agent copies of (a) all reports that
      Holdings sends to its security holders generally, (b) all reports and
      registration statements that Holdings or any of its Subsidiaries files with
      the
      Securities and Exchange Commission or any national or foreign securities
      exchange or the National Association of Securities Dealers, Inc., (c) all press
      releases and (d) all other statements concerning material changes or
      developments in the business of any Loan Party made available by any Loan Party
      to the public or any other creditor; provided that this *Section
      6.4* is
      subject to the last paragraph of *Section
      6.1* .”





Section
      2.  Conditions
      to Effectiveness .
      T his
      Amendment shall
      become effective as of the date (the “ ***Effective
      Date*** ”)
      on
      which each of the following conditions precedent shall have been
      satisfied:






(a)   *Certain
      Documents* .
      The
      Administrative Agent shall have received each of the following, dated as of
      the
      Effective Date (unless otherwise agreed to by the Administrative Agent), in
      form
      and substance satisfactory to Administrative Agent:


6


**Exhibit
        10.4**
 EXECUTION
          COPY




(i)  this
      Amendment, duly executed by the Borrower, Holdings and the Administrative Agent
      on behalf of the Requisite Lenders; and





(ii)  the
      Acknowledgment and Consents, in the form attached hereto as *Exhibit
      A* (each, a
“ ***Lender
      Consent*** ”),
      exe cuted
      by
      the Consenting Lenders.





(b)   *Representations
      and Warranties; No Defaults* .
      The
      Administrative Agent, for the benefit of the Lenders and the Issuers, shall
      have
      received a certificate of a Responsible Officer of the Borrower certifying
      that
      both before and after giving effect to this Amendment:





(i)  each
      of
      the representations and warranties set forth in *Article
      IV (Representations and Warranties* )
      of the
      Credit Agreement and in the other Loan Documents shall be true and correct
      in
      all material respects on and as of the Effective Date with the same effect
      as
      though made on and as of such date, except to the extent such representations
      and warranties expressly relate to an earlier date, in
      which
      case such representation and warranties shall have been true and correct as
      of
      such earlier date; *provided,
      however* ,
      that
      references therein to the Credit Agreement shall be deemed to refer to the
      Credit Agreement as amended by this Amendment; and





(ii)  no
      Default or Event of Default shall have occurred and be continuing, either on
      the
      date hereof or on the Effective Date.





(c)  The
      Administrative Agent, for the benefit of the Lenders and the Issuers, shall
      have
      received a certificate of a Responsible Officer of the Borrower certifying
      that
      MICT (i) has been dissolved in accordance with the terms of Trust Agreement
      and
      (ii) has no assets or liabilities and from and after the date hereof shall
      not
      have assets or liabilities. MICT shall be cancelled as reasonably practicable
      and upon such time the Borrower shall provide the Administrative Agent with
      a
      certificate of cancellation from the Secretary of State of the State of Delaware
      in respect thereof.





Section
      3.  Representations
      and Warranties .
      The
      Borrower hereby represents and warrants to the Administrative Agent and each
      Lender as follows:





(a)   The
      execution, delivery and performance by the Borrower of this Amendment have
      been
      duly authorized by all requisite corporate action on the part of the Borrower
      and will not violate its certificate of incorporation or bylaws.





(b)   This
      Amendment has been duly executed and delivered by the Borrower, and each of
      this
      Amendment and the Credit Agreement as amended or otherwise modified hereby
      constitutes the legal, valid and binding obligation of the Borrower, enforceable
      against the Borrower in accordance with their terms, except as the
      enforceability thereof may be limited by applicable bankruptcy, insolvency,
      reorganization and other similar laws relating to or affecting creditors’ rights
      generally and by the application of general equitable principles (whether
      considered in proceedings at law or in equity).




Section
      4.  Reference
      to and Effect on the Loan Documents .





(a)   As
      of the
      Effective Date, each reference in the Credit Agreement and the other Loan
      Documents to “ *this
      Agreement* ,”
      “ *hereunder* ,”
      “ *hereof* ,”
      “ *herein* ”
or
      words of like import shall mean and be a reference to the Credit Agreement
      or
      such other Loan Document as amended by this Amendment.





(b)   Except
      to
      the extent amended hereby, the Credit Agreement and all of the other Loan
      Documents shall remain in full force and effect and are hereby ratified and
      confirmed.





7


**Exhibit
      10.4** EXECUTION
          COPY




(c)   Except
      to
      the extent amended hereby, the execution, delivery and effectiveness of this
      Amendment shall not operate as a waiver of any Default or Event of Default
      or
      any right, power, privilege or remedy of the Administrative Agent, any Lender
      or
      any Issuer under the Credit Agreement or any Loan Document, or constitute a
      waiver of any provision of the Credit Agreement or any Loan
      Document.





(d)   Each
      of
      the Borrower and Holdings hereby confirms that the security interests and Liens
      granted pursuant to the Loan Documents continue to secure the Obligations and
      that such security interests and Liens remain in full force and
      effect.





Section
      5.  Costs
      and Expenses .
      As
      provided in *Section
      11.3 (Costs and Expenses)* of
      the
      Credit Agreement, the Borrower agrees to pay or reimburse the Administrative
      Agent on the Effective Date for all of the Administrative Agent’s reasonable
      out-of-pocket costs and expenses of every type and nature, including the
      reasonable fees, expenses and disbursements of the Administrative Agent’s
      counsel, incurred by the Administrative Agent in connection with this
      Amendment.





Section
      6.  Governing
      Law .
      This
      Amendment and the rights and obligations of the parties hereto shall be governed
      by, and construed and interpreted in accordance with, the laws of the State
      of
      New York.





Section
      7.  Headings .
      Section
      headings in this Amendment are included herein for convenience of reference
      only
      and shall not constitute a part of this Amendment for any other
      purposes.





Section
      8.  Severability .
      The
      fact that any term or provision of this Amendment is held invalid, illegal
      or
      unenforceable as to any person in any situation in any jurisdiction shall not
      affect the validity, enforceability or legality of the remaining terms or
      provisions hereof or the validity, enforceability or legality of such offending
      term or provision in any other situation or jurisdiction or as applied to any
      person.





Section
      9.  Execution
      in Counterparts .
      This
      Amendment 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 instrument. Receipt by the Administrative Agent of a facsimile copy of
      an
      executed signature page hereof shall constitute receipt by the Administrative
      Agent of an executed counterpart of this Amendment.





Section
      10.  Waiver
      of Jury Trial . Each
      of
      the parties hereto irrevocably waives trial by jury in any action or proceeding
      with respect to this Amendment or any other Loan Document.











[SIGNATURE
        PAGES FOLLOW]


8


IN
      WITNESS WHEREOF, this Amendment has been duly executed on the date set forth
      above.




MACQUARIE
                INFRASTRUCTURE COMPANY INC.
              (D/B/A
                  MACQUARIE INFRASTRUCTURE COMPANY (US)),
              *as
                Borrower*By:
            /s/ Peter
              StokesName:
              Peter StokesTitle:
              Chief Executive Officer


MACQUARIE
                INFRASTRUCTURE COMPANY LLC,
              *as
                  Holdings*By:
            /s/ Peter
              StokesName:
              Peter StokesTitle:
              Chief Executive Officer








[SIGNATURE
      PAGE TO MACQUARIE AMENDMENT NO. 1 TO CREDIT AGREEMENT]







CITICORP
                  NORTH AMERICA, INC.
              *as
                Administrative Agent and Lender*By:
            /s/ Carlos
              UrquiagaName:
              Carlos UrquiagaTitle:
              Director








[SIGNATURE
      PAGE TO MACQUARIE AMENDMENT NO. 1 TO CREDIT
      AGREEMENT]





**EXHIBIT
        A**
 
 **FORM
        OF ACKNOWLEDGEMENT AND CONSENT**








See
      Attached.





**ACKNOWLEDGEMENT
        AND CONSENT**




To:
              CITICORP
                    NORTH AMERICA, INC.2
                  Penns Way, Suite 110New
                  Castle, DE 19720Attention:CITICORP
                    NORTH AMERICA, INC.388
                  Greenwich Street, 20th FloorNew
                  York, NY 10013Attention:





Re:
      MACQUARIE INFRASTRUCTURE COMPANY INC.





Reference is made
      to the Amended and Restated Credit
      Agreement ,
      dated
      as of May 9, 2006 (as the same may be amended, supplemented, restated or
      otherwise modified from time to time, the “ ***Credit
      Agreement*** ”),
      among Macquarie
      Infrastructure Company Inc. (doing
      business in New York as Macquarie
      Infrastructure (US) )
      (the
“ ***Borrower*** ”), Macquarie
      Infrastructure Company LLC ,
      the
      Lenders and the Issuers party thereto from time to time, Citicorp
      North America, Inc. ,
      as
      agent for the Lenders and the Issuers (in such capacity, and as agent for the
      Secured Parties under the Collateral Documents, together with its successors
      in
      such capacity, the “ ***Administrative
      Agent*** ”).
      Unless otherwise specified herein, all capitalized terms used in this Amendment
      shall have the meanings ascribed to such terms in the Credit
      Agreement.





The
      Borrower has requested that the Lenders consent to an amendment to the Credit
      Agreement on the terms described in Amendment No. 1 to the Credit Agreement
      (the
“ ***Amendment*** ”),
      the
      form of which is attached hereto.





Pursuant
      to *Section
      11.1(b)*  *(Amendments,
      Waivers, Etc.)* of the
      Credit Agreement, the undersigned Lender hereby consents to the terms of the
      Amendment and authorizes the Administrative Agent to execute and deliver the
      Amendment on its behalf.




Very truly yours,By:Name:Title:Dated as of ______________