##### 



Exhibit 10.3
  $250,000,000
 CREDIT AGREEMENT
 Dated
as of November 11, 2005
 among
 Macquarie Infrastructure Company Inc.  (d/b/a Macquarie Infrastructure Company (US))  as Borrower,
 Macquarie Infrastructure Company LLC  as Holdings,
 The Lenders and Issuers Party Hereto
 and
 Citicorp North America, Inc.  as Administrative Agent
 Citigroup Global Markets Inc.  as Book Manager and Arranger
 Weil, Gotshal & Manges LLP  767 Fifth Avenue  New York, New York 10153-0119




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##### 



TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS
    
    
    1Section 1.1 Defined Terms
    
    
    1Section 1.2 Computation of Time Periods
    
    
    26Section 1.3 Accounting Terms and Principles
    
    
    26Section 1.4 Certain Terms
    
    
    27ARTICLE II THE FACILITY
    
    
    28Section 2.1 The Commitments
    
    
    28Section 2.2 Borrowing Procedures
    
    
    28Section 2.3 Letters of Credit
    
    
    30Section 2.4 Reduction and Termination of the Commitments
    
    
    34Section 2.5 Repayment of Loans
    
    
    34Section 2.6 Evidence of Debt
    
    
    35Section 2.7 Optional Prepayments
    
    
    36Section 2.8 Mandatory Prepayments
    
    
    36Section 2.9 Interest
    
    
    37Section 2.10 Conversion/Continuation Option
    
    
    38Section 2.11 Fees
    
    
    39Section 2.12 Payments and Computations
    
    
    39Section 2.13 Special Provisions Governing Eurodollar Rate Loans
    
    
    42Section 2.14 Capital Adequacy
    
    
    44Section 2.15 Taxes
    
    
    44Section 2.16 Substitution of Lenders
    
    
    48ARTICLE III CONDITIONS TO LOANS AND LETTERS OF CREDIT
    
    
    49Section 3.1 Conditions Precedent to Effectiveness
    
    
    49Section 3.2 Conditions Precedent to Each Loan and Letter of Credit
    
    
    51Section 3.3 Determinations of Conditions Precedent to Effectiveness
    
    
    52ARTICLE IV REPRESENTATIONS AND WARRANTIES
    
    
    52Section 4.1 Corporate Existence; Compliance with Law
    
    
    52Section 4.2 Corporate Power; Authorization; Enforceable Obligations
    
    
    53Section 4.3 Ownership of Borrower; Subsidiaries
    
    
    54Section 4.4 Financial Statements
    
    
    54




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TABLE OF CONTENTS  continued)
 PageSection 4.5 Material Adverse Change
    
    55Section 4.6 Solvency
    
    55Section 4.7 Litigation
    
    55Section 4.8 Taxes
    
    55Section 4.9 Full Disclosure
    
    56Section 4.10 No Defaults
    
    56Section 4.11 Investment Company Act; Public Utility Holding Company Act
    
    56Section 4.12 Use of Proceeds
    
    57Section 4.13 Perfection, Etc
    
    57ARTICLE V FINANCIAL COVENANTS
    
    57Section 5.1 Maximum Leverage Ratio
    
    57Section 5.2 Minimum Interest Coverage Ratio
    
    58ARTICLE VI REPORTING COVENANTS
    
    58Section 6.1 Financial Statements
    
    58Section 6.2 Default Notices
    
    59Section 6.3 Litigation
    
    59Section 6.4 SEC Filings; Press Releases
    
    60Section 6.5 Acquisitions
    
    60Section 6.6 Other Information
    
    60ARTICLE VII AFFIRMATIVE COVENANTS
    
    61Section 7.1 Preservation of Corporate Existence, Etc.
    
    61Section 7.2 Compliance with Laws, Etc.
    
    61Section 7.3 Payment of Taxes, Etc.
    
    61Section 7.4 Access
    
    61Section 7.5 Keeping of Books
    
    62Section 7.6 Application of Proceeds
    
    62Section 7.7 Additional Collateral
    
    62Section 7.8 Additional Guarantees
    
    63Section 7.9 Further Assurances
    
    63Section 7.10 Cash Collateral Accounts
    
    64ARTICLE VIII NEGATIVE COVENANTS
    
    64Section 8.1 Liens, Etc.
    
    64




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##### 



TABLE OF CONTENTS  continued)
 PageSection 8.2 Restriction on Fundamental Changes
    
    64Section 8.3 Transactions with Affiliates
    
    65Section 8.4 Accounting Changes; Fiscal Year
    
    65Section 8.5 No Speculative Transactions
    
    65Section 8.6 Certain Agreements
    
    65ARTICLE IX EVENTS OF DEFAULT
    
    65Section 9.1 Events of Default
    
    65Section 9.2 Remedies
    
    67Section 9.3 Actions in Respect of Letters of Credit
    
    67Section 9.4 Rescission
    
    68ARTICLE X THE ADMINISTRATIVE AGENT
    
    68Section 10.1 Authorization and Action
    
    68Section 10.2 Administrative Agents Reliance, Etc.
    
    69Section 10.3 Posting of Approved Electronic Communications
    
    70Section 10.4 The Administrative Agent Individually
    
    71Section 10.5 Lender Credit Decision
    
    71Section 10.6 Indemnification
    
    71Section 10.7 Successor Administrative Agent
    
    71Section 10.8 Collateral and Guarantee Matters
    
    72ARTICLE XI MISCELLANEOUS
    
    74Section 11.1 Amendments, Waivers, Etc.
    
    74Section 11.2 Assignments and Participations
    
    76Section 11.3 Costs and Expenses
    
    79Section 11.4 Indemnities
    
    80Section 11.5 Limitation of Liability
    
    81Section 11.6 Right of Set-off
    
    82Section 11.7 Sharing of Payments, Etc.
    
    82Section 11.8 Notices, Etc.
    
    83Section 11.9 No Waiver; Remedies
    
    85Section 11.10 Binding Effect
    
    85Section 11.11 Governing Law
    
    86Section 11.12 Submission to Jurisdiction; Service of Process
    
    86




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TABLE OF CONTENTS  continued)
 PageSection 11.13 Waiver of Jury Trial
    
    86Section 11.14 Marshaling; Payments Set Aside
    
    86Section 11.15 Section Titles
    
    87Section 11.16 Patriot Act Notice
    
    87Section 11.17 Execution in Counterparts
    
    87Section 11.18 Entire Agreement
    
    87Section 11.19 Confidentiality
    
    87




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##### 



TABLE OF CONTENTS  continued)
 PageSchedulesSchedule I
    
    
    
    CommitmentsSchedule II
    
    
    
    Applicable Lending Offices and Addresses for NoticesSchedule 4.2
    
    
    
    ConsentsSchedule 4.3
    
    
    
    Ownership of SubsidiariesSchedule 4.7
    
    
    
    LitigationExhibitsExhibit A
    
    
    
    Form of Assignment and AcceptanceExhibit B
    
    
    
    Form of NoteExhibit C
    
    
    
    Form of Notice of BorrowingExhibit D
    
    
    
    Form of Letter of Credit RequestExhibit E
    
    
    
    Form of Notice of Conversion or ContinuationExhibit F-1
    
    
    
    Form of Opinion of Counsel for the Borrower and HoldingsExhibit F-2
    
    
    
    Form of Opinion of Delaware Counsel for the Borrower and HoldingsExhibit F-3
    
    
    
    Form of Opinion of General CounselExhibit G
    
    
    
    Form of GuarantyExhibit H
    
    
    
    Form of Pledge AgreementExhibit I-1
    
    
    
    Form of GMAC ConsentExhibit I-2
    
    
    
    Form of Balfour Beatty Consent




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##### 



Credit
Agreement Macquarie
Infrastructure Company Inc. Borrower Macquarie Infrastructure Company
LLC Holdings  Citicorp North America, Inc Citicorp  Administrative Agent
 W i t n e s s e t h
 Whereas
 Whereas
 Now, Therefore
 ARTICLE I
 Definitions, Interpretation and Accounting Terms
 Section 1.1 Defined Terms
  Account
 Acquisition
 Adjusted Cash From Operations Section 1.3 (Accounting Terms and Principles)
 plus
 plus




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##### 



Credit Agreement
 plus
 less
 less
 less
 less
 less
 pro forma less
 less
  2




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##### 



plus
  provided however Adjusted Cash From
Operations
 Administrative Agent
 Affected Lender Section 2.16 (Substitution of Lenders)
 Affiliate control controlling controlled by, under common
control with
 Agent Affiliate Section 10.3 (Posting of Approved Electronic
Communications)
 Agreement
 Applicable Lending Office
 Applicable Margin
 Applicable Unused Commitment Fee Rate
 Approved Electronic Communications provided however Approved Electronic Communication
 3




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##### 



Credit Agreement
 Section
2.7 (Optional Prepayments) Section 2.8 (Mandatory Prepayments) Article III (Conditions To Loans And Letters Of Credit) Section
2.3(a) (Letters of Credit)
 Approved Electronic Platform Section 10.3 (Posting of Approved
Electronic Communications)
 Approved Fund
 Arranger
 Asset Sale provided
 Assignment and Acceptance Exhibit A
(Form of Assignment and Acceptance).
 Available Credit minus
 Balfour Beatty Consent Section 10.8(f) (Collateral and
Guarantee Matters)
 Base Rate
  plus
 Base Rate Loan
 Borrower
 4




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##### 



Credit Agreement
 Borrowers Accountants provided
 Borrowing
 Business Day
 Calculation Date
 Capital Expenditures
 Capital Lease
 Capital Lease Obligations
 Cash Collateral Account
 Cash Equivalents A-1 P-1 A-1 P-1 clauses (a) (b) (c)
 5




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##### 



Credit Agreement
 A-1 P-1 provided however clauses (a) (b) (c)
 Cash Interest Expense less
 CFC controlled foreign
corporation controlled foreign
corporation
 Change of Control
     provided
 6




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##### 



Credit Agreement
 Change of Control Consents
 Citibank
 Citicorp
 Closing Date Section 3.1 (Conditions Precedent to Effectiveness
 Code
 Collateral
 Collateral Documents
 Collateral Letter
 Commitment Schedule I (Commitments) Commitment,
 Compliance Certificate Section 6.1(c) (Financial Statements)
 Consolidated
 Consolidated Net Cash From Investment Activities Section 4.4 (Financial Statements)
 Consolidated Net Cash From Operating Activities
 7




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##### 



Credit Agreement
 Section 4.4 (Financial Statements)
 Constituent Documents
 Contaminant
 Contractual Obligation
 Customary Permitted Liens
    Section 9.1(g) (Events of Default)
 8




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##### 



Credit Agreement
  Debt Issuance clause (a) (b) Indebtedness
 Default
 Deposit Account
 Documentary Letter of Credit
 Dollars $
 Domestic Lending Office Domestic Lending Office Schedule II (Applicable Lending
Offices and Addresses for Notices)
 Domestic Person United States person
 Eligible Assignee provided
 Enforcement Action
 Entitlement Holder
 9




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##### 



Credit Agreement
 Entitlement Order
 Environmental Laws et seq et
seq. et
seq. et seq. et seq et seq. et
seq et seq. et seq. et seq
 Environmental Liabilities and Costs
 Environmental Lien
 Equipment
 Equity Issuance
 ERISA
 Eurocurrency Liabilities
 Eurodollar Base Rate
 10




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##### 



Credit Agreement
  Eurodollar Lending Office Eurodollar Lending Office Schedule II (Applicable Lending
Offices and Addresses for Notices)
 Eurodollar Rate minus
 Eurodollar Rate Loan
 Event of Default Section 9.1 (Events of Default)
 Excluded Asset Sale
      11




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##### 



Credit Agreement
     provided however Excluded Asset Sale
 Excluded Debt Issuance
   provided Excluded Debt Issuance
  ;
 provided
 provided however
 12




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##### 



Credit Agreement
 provided further however clauses (i) (iv) Excluded
Debt Issuance
 Excluded Equity
 Excluded Equity Issuance
     Excluded Property Loss Event
 Excluded Entity Section 1.3(d) (Accounting Terms and
Principles)
 Facility
 Facility Termination Date Section 2.4 (Reduction and Termination of
the Commitments) Section 9.2 (Remedies).
 Federal Funds Rate
 13




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##### 



Credit Agreement
  Federal Reserve Board
 Fee Letter
 Financial Covenant Debt clauses
(a), (b), (d), (e), (f) (h) Indebtedness clause (c) provided, Indebtedness
 Financial Statements Section 4.4 (Financial Statements) Section 6.1 (Financial
Statements).
 Fiscal Quarter
 Fiscal Year
 Fund
 GAAP
 General Intangible
 GMAC Consent Section 10.8(e) (Collateral and Guarantee
Matters)
 Governmental Authority
 14




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##### 



Credit Agreement
 Guarantor Section 7.8 (Additional Guarantees)
 Guaranty Exhibit G (Form of Guaranty)
 Guaranty Obligation clause (b)(i) (ii) (iii) (iv) (v)
 Hedging Contracts
 Holdings
 Indebtedness
 15




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##### 



Credit Agreement
  Indemnified Matter Section 11.4 (Indemnities)
 Indemnitee Section 11.4 (Indemnities)
 Initial Pledged Entities
 Interest Coverage Ratio
 Interest Expense minus
 Interest Period Section 2.2 (Borrowing Procedures) Section 2.10
(Conversion/Continuation Option) Section 2.10 (Conversion/Continuation Option) Section 2.10 (Conversion/Continuation
Option) provided however
 16




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##### 



Credit Agreement
   Article II (The Facility)
  Interest Rate Contracts
 Inventory
 Investment
 IRS
 Issue Issued Issuance
 Issuer
 17




---



##### 



Credit Agreement
  Land
 Lender Lender
 Letter of Credit Section 2.3 (Letters of
Credit)
 Letter of Credit Obligations
 Letter of Credit Reimbursement Agreement Section 2.3(a)
(Letters of Credit)
 Letter of Credit Request Section 2.3(c) (Letters of Credit)
 Letter of Credit Sublimit
 Letter of Credit Undrawn Amounts
 Leverage Ratio
 Lien
 Loan Section 2.1 (The Commitments)
 Loan Documents
 18




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##### 



Credit Agreement
  Loan Party
 Management Services Agreement Section 8.6 (Certain Agreements)
 Mandatory Prepayment Date Section 2.8 (Mandatory Prepayments
 Material Adverse Change
 Material Adverse Effect provided
 Measurement Period provided
 MIC Group
 MICT
 MI Management
 Moodys
 19




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##### 



Credit Agreement
 Net Cash Proceeds provided clause (a) provided however clauses (i) (ii), (iii) (iv) provided however clauses (i) (ii) , provided however clause (c)
 Non-Cash Interest Expense
 Non-Consenting Lender Section 11.1(c) (Amendments, Waivers,
Etc.)
 Non-Funding Lender Section 2.2(d) (Borrowing Procedures)
 Non-U.S. Lender
 Note
 Notice of Borrowing Section 2.2(a) (Borrowing Procedures)
 20




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##### 



Credit Agreement
 Notice of Conversion or Continuation Section 2.10
(Conversion/Continuation Option)
 Obligations
 Outstandings
 Patriot Act
 Permit
 Permitted Affiliate Transactions
 21




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##### 



Credit Agreement
  Person
 Pledge Agreement Exhibit H (Form of Pledge
Agreement)
 Pledged Stock
 Pro Forma Basis pro forma provided pro forma less
 Proceeds
 Projected Debt Service Coverage Ratio
 22




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##### 



Credit Agreement
  Property Loss Event
 Purchasing Lender Section 11.7 (Sharing of Payments, Etc.)
 Qualified Acquisition Debt provided clauses (a), (b)
 Ratable Portion equally and ratably ratably
 Real Property
 Register Section 2.6 (Evidence of Debt).
 Reimbursement Date Section 2.3(h) (Letters of Credit)
 Reimbursement Obligations
 23




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##### 



Credit Agreement
  Release
 Remedial Action
 Requirement of Law
 Requisite Lenders Requisite
Lenders.
 Responsible Officer
 Restricted Payment
 S&P
 Sarbanes-Oxley Act
 Scheduled Termination Date
 Secured Obligations
 24




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##### 



Credit Agreement
 Secured Parties
 Securities Account
 Securities Intermediary
 Security
 Selling Lender Section 11.7 (Sharing of Payments, Etc.)
 Solvent
 Special Purpose Vehicle
 Standby Letter of Credit
 Stock
 Stock Equivalents
 Subsidiary
 25




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##### 



Credit Agreement
 Substitute Institution Section 2.16 (Substitution of Lenders).
 Substitution Notice Section 2.16 (Substitution of Lenders).
 2004 S-1A
 Tax Return Section 4.8 (Taxes)
 Taxes Section 2.15(a) (Taxes)
 Trust Agreement
 UCC
 Unused Commitment Fee Section 2.11(a) (Fees)
 U.S. Lender
 Voting Stock
 Wholly-Owned Subsidiary
 Working Capital Sublimit Section 4.12 (Use of Proceeds)
 Section 1.2 Computation of Time Periods
 from from and including to until to but excluding through to and including.
 Section 1.3 Accounting Terms and Principles
 Article V
 26




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##### 



Credit Agreement
 Financial Covenants
 Section 6.1 Financial Statements Article V Financial
Covenants VIII Negative Covenants Article V Financial Covenants VIII Negative
Covenants
 Article V Financial Covenants) Section 3.2(c)
(Conditions Precedent to Each Loan and Letter of Credit))
 Article V Financial Covenants Section 3.2(c)
(Conditions Precedent to Each Loan and Letter of Credit)) Excluded Entity
 Section 1.4 Certain Terms
 herein, hereof hereto hereunder
 above below
 27




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##### 



Credit Agreement
 Article I
  including including without limitation
 Lender, Issuer Administrative Agent
 Section 10.7 Successor Administrative Agent Section 10.4 The Administrative Agent
Individually
 ARTICLE II
 The Facility
 Section 2.1 The Commitments
 Loan provided however Section 4.12(a)(ii) (Use of Proceeds) Section 4.12(a)(ii) (Use of Proceeds) Section 2.1
 Section 2.2 Borrowing Procedures
 Exhibit C Form of Notice of Borrowing Notice of Borrowing Section 4.12(a)(ii) (Use of
Proceeds) 28
       Credit Agreement
 Section 2.13 Special
Provisions Governing Eurodollar Rate Loans
 Section 2.13(a) Determination of Interest Rate Section 11.8 Notices, Etc. Section 11.1 Amendments, Waivers, Etc. Section 3.1 (Conditions Precedent to Effectiveness) Section 3.2 Conditions Precedent to Each Loan and Letter of Credit
 Section 2.2
 Non-Funding Lender
 29




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##### 



Credit Agreement
 Section 2.3 Letters of Credit
 provided however clauses (ii) (iii) (iv) (v) (vi)(A)
  clause (d)
 Section
4. 12(a)(ii) (Use of Proceeds)
   Letter of
Credit Reimbursement Agreement
  30




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##### 



Credit Agreement
  provided however clause (ii)
 Exhibit D (Form of Letter of Credit Request) Letter of Credit Request
 Section 2.3 Section 3.2
(Conditions Precedent to Each Loan and Letter of Credit) clause (a) clauses (a)(i) (a)(vi)(B) (C) clause (a)(vi)(A) Section 3.2 (Conditions Precedent to Each Loan and Letter of
Credit)
    31




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##### 



Credit Agreement
     provided however Reimbursement Date clause (h) 32
       Credit Agreement
 Section 9.1(f) (Events of Default) Section 3.2 (Conditions
Precedent to Each Loan and Letter of Credit) clause (h)
 clause (h)
       33




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##### 



Credit Agreement
 Section 2.3
  Section 2.4 Reduction and Termination of the Commitments
 Section 2.4 provided however first then provided
 Section 2.5 Repayment of Loans
  34




---



##### 



Credit Agreement
 Section 2.6 Evidence of Debt
  Section 11.8 (Notices, Etc.) Register
 Section 2. 6(b) Section 11.2 Assignments and Participations registered form
 clauses (a) (b) prima facie provided however 35
       Credit Agreement
  Exhibit B (Form of Note)
 Section 2.7 Optional Prepayments
 provided however provided further however Section 2.13(e) (Breakage Costs)
 first, second
 Section 2.7
 Section 2.8 Mandatory Prepayments
 provided Section 2.8(a) clause (a) clause (b)
 Section 2.12(g) (Payments and Computations) clause (b) first then Section 9.3
(Actions in Respect of Letters of Credit) clause (b) first second
 36




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##### 



Credit Agreement
 Section 9.3 (Actions in Respect of Letters of Credit)
 Section 2.8 clauses (a), (b) or (c) Section 2.8 clause (a), (b) (c) Section 2.8 Mandatory Prepayment Date provided clause
(d) Section 2.8
 Section 2.9 Interest
 Rate of Interest clause (c)
   37




---



##### 



Credit Agreement
 Interest Payments
 Default Interest clause (a) clause (b)
 Section 2.10 Conversion/Continuation Option
 provided however Exhibit E (Form of
Notice of Conversion or Continuation) Notice of Conversion or Continuation
 Section 2.13 (Special Provisions Governing Eurodollar Rate Loans) Section 2.10 38
       Credit Agreement
  Section 2.11 Fees
 Unused Commitment Fee Unused
Commitment Fee
 Letter of Credit Fees.
  provided however Section 2.9(c)
(Interest)
  Additional Fees
 Section 2.12 Payments and Computations
 Section 11.8 (Notices, Etc.) 39
       Credit Agreement
 clause (f) (g) provided however Section 2.14 (Capital Adequacy) Section 2.15 (Taxes) Section 2.13(c) (d)
(Special Provisions Governing Eurodollar Rate Loans)
   provided however first then
  clause (g) Section 2.8(b) (Mandatory Prepayments) first 40
       Credit Agreement
 second third provided first second
 Section 2.8(b) (Mandatory Prepayments) clause (f) Section 9.2 (Remedies)
 first
 second
 third
 fourth
 fifth
 sixth Section 9.3 (Actions in Respect of Letters of Credit)
 seventh
 provided however clauses (i) (ii) (iii) (iv) (v) (vi) (vii) clauses (i) (ii) (iii) (iv) (v) (vi) (vii) 41
       Credit Agreement
 clauses (i) (ii) (iii) (iv)
 Section 2.13 Special Provisions Governing Eurodollar Rate Loans
 Determination of Interest Rate
 Eurodollar
Rate.
 Interest Rate Unascertainable, Inadequate or Unfair
  Increased Costs
 Section 2.15 (Taxes)
 42




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##### 



Credit Agreement
 clause (c) provided clause (c) Section 2.10 (Conversion/Continuation Option) provided
 Illegality
 clause (d)
 clause (i)
 Breakage Costs
 Section 2.9
(Interest) 43
       Credit Agreement
 Section 2.10 (Conversion/Continuation Option) Section 2.8 (Mandatory Prepayments) clause (d) clause (e)
 Section 2.14 Capital Adequacy
  Section 2.14
 Section 2.15 Taxes
 Section 2.15 44
       Credit Agreement
 Taxes Section 2.15
 Other Taxes
 Section 2.15 provided however 45
       Credit Agreement
  Section 11.8
(Notices, Etc.)
 Section
2.15
      46




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##### 



Credit Agreement
    Section 2.15(f)
 subsection (f) clause (f) subsection (a) (c) Section 2.15
 Section 2.15
 47




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##### 



Credit Agreement
 Section 2.15 Section 2.15 provided
 Section 2.16 Substitution of Lenders
 Section 2. 13(c) (Increased Costs) Section 2.14 (Capital Adequacy) Section 2.13(d)
(Illegality) Section 2.15
(Taxes) clause (i)(A) clauses (i)(A) (B) (C) Affected Lender Substitute Institution Substitution Notice clause (i) provided, however
 Section 2.16
 48




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##### 



Credit Agreement
 Section 11.5 Limitation of Liability) Lender provided however
 Section 2.16 provided however
 ARTICLE III
 Conditions To Loans And Letters Of Credit
 Section 3.1 Conditions Precedent to Effectiveness
 Section 11.1 (Amendments, Waivers, Etc.)
 Certain Documents
   49




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##### 



Credit Agreement
    Exhibit F-1 (Form of Opinion of Counsel for the
Borrower and Holdings) Exhibit F-2 (Form of Opinion of
Delaware Counsel for the Borrower and Holdings) Exhibit F-3 (Form of Opinion of
General Counsel)
  clause(v)
 50




---



##### 



Credit Agreement
  Fees and Expenses Paid
   Consents, Etc Schedule 4.2 (Consents) Section 4. 2(a)(iv) (Corporate Power; Authorization; Enforceable
Obligations) Section 4.13 (Perfection, Etc.)
 Financial Statements Section 4. 4(a) (Financial Statements)
 Section 3.2 Conditions Precedent to Each Loan and Letter of Credit
  Request for Borrowing or Issuance of Letter of Credit
 Representations and Warranties; No Defaults
 Article IV (Representations and
Warranties)
 51




---



##### 



Credit Agreement
   Pro Forma Compliance with Leverage Ratio.
 clause (b)
 Section 3.3 Determinations of Conditions Precedent to Effectiveness
 Section 3.1
(Conditions Precedent to Effectiveness)
 ARTICLE IV
 Representations and Warranties
 Section 3. 2(b)(i) (Conditions Precedent to Each Loan and Letter of
Credit)
 Section 4.1 Corporate Existence; Compliance with Law
  52




---



##### 



Credit Agreement
  Section 4.2 Corporate Power; Authorization; Enforceable Obligations
   Article III (Conditions
To Loans And Letters Of Credit)
  Schedule 4.2 (Consents)
 53




---



##### 



Credit Agreement
 Section 3.1 (Conditions Precedent to Effectiveness)
  Section 4.3 Ownership of Borrower; Subsidiaries
 Schedule 4.3 (Ownership) Schedule 4.3 (Ownership) Schedule 4.3 (Ownership)
 Section 4.4 Financial Statements
  54




---



##### 



Credit Agreement
  clause (a)
 Section 4.5 Material Adverse Change
  Section 4.6 Solvency
  Section 4.7 Litigation
 Schedule 4.7 (Litigation)
 Section 4.8 Taxes
 Tax Returns
 55




---



##### 



Credit Agreement
  Section 4.9 Full Disclosure
  , provided
  Section 4.10 No Defaults
  Section 4.11 Investment Company Act; Public Utility Holding Company Act
 investment company
 56




---



##### 



Credit Agreement
 holding company affiliate holding company subsidiary company holding company,
 Section 4.12 Use of Proceeds
 provided however clause (ii) Working Capital Sublimit provided further however
 maximum loan value
 Section 4.13 Perfection, Etc.
  ARTICLE V
 Financial Covenants
  Section 5.1 Maximum Leverage Ratio
  57




---



##### 



Credit Agreement
 Section 5.2 Minimum Interest Coverage Ratio
  ARTICLE VI
 Reporting Covenants
  Section 6.1 Financial Statements
  Quarterly Reports
 Annual Reports Article V (Financial
 58




---



##### 



Credit Agreement
 Covenants)
 Compliance Certificate clause (a) or (b) Compliance Certificate Article V (Financial Covenants),
 Section 6. 1(a) (b) Financial Statements) Section 6.4 (SEC Filings; Press Releases) EDGAR provided, clauses (i), (ii) (iii) i.e.
 Section 6.2 Default Notices
  Section 6.3 Litigation
  59




---



##### 



Credit Agreement
   Section 6.4 SEC Filings; Press Releases
  Section 6.5 Acquisitions
  Section 6.6 Other Information
  60




---



##### 



Credit Agreement
 ARTICLE VII
 Affirmative Covenants
  Section 7.1 Preservation of Corporate Existence, Etc.
 8.2 (Restriction on Fundamental Changes) provided
 Section 7.2 Compliance with Laws, Etc.
  Section 7.3 Payment of Taxes, Etc.
  Section 7.4 Access
  61




---



##### 



Credit Agreement
  Section 7.5 Keeping of Books
  Section 7.6 Application of Proceeds
 Section 4.12
(Use of Proceeds)
 Section 7.7 Additional Collateral
   clause (a)
 62




---



##### 



Credit Agreement
  clause (a)
 provided Section 7.7
 Section 7.8 Additional Guarantees
   Section 7.7 (Additional Collateral)
 clause
(a)
 clause (a)
 Section 7.9 Further Assurances
  63




---



##### 



Credit Agreement
  Section 7.10 Cash Collateral Accounts.
 Cash Collateral Account Section 2.12(g)
(Payments and Computations)
 ARTICLE VIII
 Negative Covenants
  Section 8.1 Liens, Etc.
    Section 8.2 Restriction on Fundamental Changes
   64




---



##### 



Credit Agreement
 provided
  Section 8.3 Transactions with Affiliates
  Section 8.4 Accounting Changes; Fiscal Year
  Section 8.5 No Speculative Transactions
  Section 8.6 Certain Agreements
  ARTICLE IX
 Events Of Default
 Section 9.1 Events of Default
   65




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##### 



Credit Agreement
 clause (a)
  Article V (Financial Covenants) 7.1 (Preservation of Corporate Existence, Etc.) 7.4
(Access), 7.6 (Application of Proceeds) 7.7 (Additional Collateral) 7.8 (Additional Guarantees) Article VIII (Negative Covenants)
  provided however clauses (i) (ii)
  66




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##### 



Credit Agreement
     Section 9.2 Remedies
 provided however Section 9. 1(f) (Events of Default)
 Section 9.3 Actions in Respect of Letters of Credit
 Section 2. 8(b) (c) (Mandatory
Prepayments Section 11.8 (Notices, Etc.) clauses (i) (ii)
 67




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##### 



Credit Agreement
 clause (iii) Section 2.8(b) (c)
(Mandatory Prepayments) Section 2.8(b) (c) (Mandatory Prepayments) Section 2.12(g) (Payments and Computations) provided however
 Section 9.4 Rescission
 Section 11.1 (Amendments, Waivers, Etc.) provided however
 ARTICLE X
 The Administrative Agent
 Section 10.1 Authorization and Action
   68




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##### 



Credit Agreement
 provided however
 Section 2. 6(b) (Evidence of Debt)
  Section 10.2 Administrative Agents Reliance, Etc.
 Section 11. 2(e) (Assignments and Participations) Section 2.6 (Evidence of Debt)
 69




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##### 



Credit Agreement
 Section 10.3 Posting of Approved Electronic Communications
 Approved Electronic Platform
  The Approved Electronic Platform and the Approved Electronic Communications are
provided as is and as available. None of the Administrative Agent or any of its Affiliates or
any of their respective officers, directors, employees, agents, advisors or representatives (the
Agent Affiliates) warrant the accuracy, adequacy or completeness of the Approved Electronic
Communications or the Approved Electronic Platform and each expressly disclaims liability for
errors or omissions in the Approved Electronic Platform and the Approved Electronic Communications.
No warranty of any kind, express, implied or statutory, including, without limitation, any
warranty of merchantability, fitness for a particular purpose, non-infringement of third party
rights or freedom from viruses or other code defects, is made by the Agent Affiliates in connection
with the Approved Electronic Platform or the Approved Electronic Communications.
  70




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##### 



Credit Agreement
 Section 10.4 The Administrative Agent Individually
 Lenders Requisite Lenders
 Section 10.5 Lender Credit Decision
  Section 10.6 Indemnification
 provided however
 Section 10.7 Successor Administrative Agent
  71




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##### 



Credit Agreement
 Article X
 Section 10.8 Collateral and Guarantee Matters
 provided however
  72




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##### 



Credit Agreement
   Section 10.8
   provided Section 2.8 (Mandatory Prepayments)
 Section 10.8
 Exhibit I-1 (Form of GMAC Consent) GMAC Consent .
 Exhibit I-2 (Form of
Balfour Beatty Consent) Balfour Beatty Consent
 73




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##### 



Credit Agreement
 ARTICLE XI
 Miscellaneous
 Section 11.1 Amendments, Waivers, Etc.
 provided however
 Section 3.1 (Conditions Precedent to
Effectiveness) 3. 2(b) (Conditions Precedent to Each Loan and Letter of Credit) Section 3.1 (Conditions Precedent to Effectiveness) Section 3.3 (Determinations of Conditions Precedent to Effectiveness)
 provided however
 Section
2.8 (Mandatory Prepayments)
     74




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##### 



Credit Agreement
 Section 10. 8(b) (Collateral and Guarantee Matters)
 Section 10. 8(b) (Collateral and Guarantee Matters) Section 11.7 (Sharing
of Payments, Etc.) Section 11.1 Requisite Lenders Ratable Portion
 provided further Section 2.8 (Mandatory Prepayments) Section 11.2(e) (Assignments and
Participations) provided further
  Section 11.1 Non-Consenting Lender provided however
 75




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##### 



Credit Agreement
 provided however
 Section 11.2 Assignments and Participations
 provided however provided further Section 11.2 provided further
  Section 11.8
(Notices, Etc.)
 76




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##### 



Credit Agreement
 Section 11.2
 Exhibit B (Form of Note)
 Section 11.2
 provided however
 clause (i)
 provided however clause (i) Section 11.2 clause (e) clause (f)
 77




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##### 



Credit Agreement
 clause (e) clause (e) Sections 2.14 (Capital Adequacy) 2.15 (Taxes) 2.13(d)
(Illegality) provided however Section 2.14 (Capital
Adequacy) 2.15 (Taxes) 2.13(d) (Illegality) provided further
 Section 10. 8(b) (Collateral and Guarantee Matters) Sections 2.14 (Capital Adequacy) 2.15 (Taxes) 2. 13(d) (Illegality) Section 2.14 (Capital Adequacy) 2.15
(Taxes) 2. 13(d) (Illegality) provided further
 78




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##### 



Credit Agreement
 Section 2. 6(b) (Evidence of Debt) Section 11.2 Section 2.3
(Letters of Credit)
 Section 11.3 Costs and Expenses
 Article III
(Conditions To Loans And Letters Of Credit)
 work-out
 79




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##### 



Credit Agreement
 clause (i) (ii) (iii)
 Section 11.4 Indemnities
 Article III (Conditions To Loans And Letters Of Credit) Indemnitee Indemnified Matters provided however Section 11.4 Indemnified Matters et seq clauses (i) (ii) (iii) (iv)
 80




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##### 



Credit Agreement
  provided clause (a)
 Section 11.4
 Section 11.5 Limitation of Liability
   81




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##### 



Credit Agreement
  Section 11.6 Right of Set-off
 provided however Section
11.6
 Section 11.7 Sharing of Payments, Etc.
 Section
11.6 (Right of Set-off) Section 11.3 (Costs and Expenses) 11.4 (Indemnities) Section 2.13 (Special Provisions Governing Eurodollar Rate Loans) 2.14 (Capital Adequacy) 2.15 (Taxes) Proceeds Section 2.13
(Special Provisions Governing Eurodollar Rate Loans) 2.14 (Capital Adequacy) 2.15 (Taxes) Section 11.6 (Right of Set-off) Purchasing
Lender Selling Lender
  Section 11.7
 82




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##### 



Credit Agreement
  Section 11.8 Notices, Etc.
 Addresses for Notices
 83




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##### 



Credit Agreement
 (i)
    
    if to the Borrower:
 david.mitchell@macquarie.com
 (ii)
    
    if to Holdings:
 david.mitchell@macquarie.com
 Schedule II (Applicable Lending Offices and Addresses for Notices)
 Schedule II
(Applicable Lending Offices and Addresses for Notices)
  
  
  84




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##### 



Credit Agreement
 Effectiveness of Notices clause (a) Section 10.3 Section 10.3 clause (a) provided however Article II (The
Facility) Article X (The Administrative Agent)
 Use of Electronic Platform clause (a) (b) clause (a) (b) oploanswebadmin@citigroup.com clause
(c)
 Section 11.9 No Waiver; Remedies
  Section 11.10 Binding Effect
 provided however
 85




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##### 



Credit Agreement
 Section 11.11 Governing Law
  Section 11.12 Submission to Jurisdiction; Service of Process
 forum non conveniens
 Section 11.12
  Section 11.13 Waiver of Jury Trial
 Each of the Administrative Agent, the Lenders, the Issuers, Holdings and the Borrower
irrevocably waives trial by jury in any action or proceeding with respect to this Agreement or any
other Loan Document.
 Section 11.14 Marshaling; Payments Set Aside
  86




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##### 



Credit Agreement
 Section 11.15 Section Titles
 provided however
 Section 11.16 Patriot Act Notice
  Section 11.17 Execution in Counterparts
  Section 11.18 Entire Agreement
  Section 11.19 Confidentiality
  87




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##### 



Credit Agreement
 Section 11. 2(f) (Assignments and
Participations) Section 11.19
  88




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##### 



MACQUARIE INFRASTRUCTURE 
     COMPANY INC. (D/B/A MACQUARIE 
     INFRASTRUCTURE COMPANY (US)), 
     as BorrowerBy:

/s/
Peter StokesName:
    Peter StokesTitle:
    Chief Executive Officer MACQUARIE INFRASTRUCTURE COMPANY LLC.,
     as HoldingsBy:

/s/
Peter StokesName:
    Peter StokesTitle:
    Chief Executive Officer




---



##### 



CITICORP NORTH AMERICA, INC.,
     as Administrative Agent and LenderBy:

/s/
A. LicataName:
    A. LicataTitle:
    Director CITIBANK, N.A.,
     as IssuerBy:

/s/
A. LicataName:
    A. LicataTitle:
    Director Signature Page To Macquarie Credit Agreement




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##### 



CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
     as Lender and IssuerBy:

/s/
Ian NalittName:
    Ian NalittTitle:
    Vice PresidentBy:
    /s/ Thomas R. CantelloName:
    Thomas R. CantelloTitle:
    Vice President




---



##### 



MACQUARIE BANK LIMITED,
     as Lender and IssuerBy:

/s/
Helen WinterbothemName:
    Helen WinterbothemTitle:
    Division DirectorInvestment Banking GroupBy:

/s/
Peter FarthingName:
    Peter FarthingTitle:
    Legal CounselInvestment Banking Group




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##### 



MERRILL LYNCH CAPITAL CORPORATION,
     as LenderBy:

/s/
Sheila McGillicuddyName:
    Sheila McGillicuddyTitle:
    Vice President Signature Page To Macquarie Credit Agreement