EXHIBIT 10.1


 


Registration
Rights Agreement


 


by and between


 


MACQUARIE INFRASTRUCTURE COMPANY LLC


 


and


 


THE VOTING TRUST OF IMTT HOLDINGS INC.


 


July 7, 2014


 




    	 



    	 



    

 


Table of Contents


 


	 	 	Page
	 	 	 
	Section 1.	Certain Definitions	1
	 	 	 
	Section 2.	Demand Registrations	3
	 	 	 
	Section 3.	Piggyback Events	4
	 	 	 
	Section 4.	Suspension Periods	6
	 	 	 
	Section 5.	Registration Procedures	6
	 	 	 
	Section 6.	Registration Expenses	10
	 	 	 
	Section 7.	Indemnification	10
	 	 	 
	Section 8.	Securities Act Restrictions	12
	 	 	 
	Section 9.	Miscellaneous	12




 




    	(i)



    	 



    

 


This Registration Rights
Agreement (this “Agreement”), is made and entered into as of July 7, 2014, by and between Macquarie Infrastructure
Company LLC, a Delaware limited liability company (“Company”), and The Voting Trust of IMTT Holdings Inc., a
Delaware common law trust (the “Coleman Trust”).


 


WHEREAS, the Coleman
Trust is the record owner of 50% of the issued and outstanding shares (the “Coleman Shares”) of the capital
stock of IMTT Holdings Inc., a Delaware corporation (“IMTT”),


 


WHEREAS, upon the terms
and subject to the conditions set forth in that certain Stock Purchase Agreement dated July 7, 2014 among Macquarie Terminal Holdings
LLC, a Delaware limited liability company, MCT Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of
Macquarie Terminal Holdings LLC (“Newco”), the Company, IMTT Holdings Inc., a Delaware corporation and the Coleman
Trust (the “Stock Purchase Agreement”), Newco will acquire the Coleman Shares (collectively, the “Acquisition”),


 


WHEREAS, a condition
to the consummation of the Acquisition is that the Company concurrently enter into this Agreement with the Coleman Trust with respect
to registration rights relating to the restricted limited liability company interests of the Company (the “Acquisition
Interests”) transferred to the Coleman Trust as part of the Purchase Price (as defined in the Stock Purchase Agreement),


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements herein contained and other good and valid consideration, the receipt and sufficiency
of which are hereby acknowledged, and subject to the consummation of the Acquisition, the parties to this Agreement hereby agree
as follows:


 


Section 1.          Certain
Definitions.


 


In addition to the
terms defined elsewhere in this Agreement, the following terms shall have the following meanings:


 


“Acquisition
Interests” has the meaning set forth in the third Recital hereto.


 


“Agreement”
means this Registration Rights Agreement, including all amendments, modifications and supplements and any exhibits or schedules
to any of the foregoing, and shall refer to this Registration Rights Agreement as the same may be in effect at the time such reference
becomes operative.


 


“Closing”
has the meaning set forth in the Stock Purchase Agreement.


 


“Coleman Trust”
has the meaning set forth in the introductory paragraph.


 


“Coleman Trust’s
Counsel” has the meaning set forth in Section 5(a)(i).


 


“Commencement
Date” means 60 days after the date of the final prospectus supplements relating to the public offerings by the Company
to finance the Acquisition.


 


“Company”
has the meaning set forth in the introductory paragraph.


 


“Demand Registration”
has the meaning set forth in Section 2(b).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Expenses”
has the meaning set forth in Section 6(a).


 


“FINRA”
means the Financial Industry Regulatory Authority, Inc.


 




    	 



    	 



    

 


“Form S-3ASR”
means an automatic shelf registration statement of well-known seasoned issuers on Form S-3 under the Securities Act or such
successor forms thereto.


 


“IMTT”
has the meaning set forth in the first Recital hereto.


 


“LLC Interests”
means any of the limited liability company interests of the Company.


 


“Long-Form
Demand Registration” has the meaning set forth in Section 2(b).


 


“Long-Form
Demand Registration Statement” has the meaning set forth in Section 2(b).


 


“Person”
means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, incorporated organization,
association, corporation, institution, public benefit corporation, governmental entity or any other entity.


 


“Piggyback
Event” has the meaning set forth in Section 3(a).


 


“Prospectus”
means the prospectus or prospectuses (whether preliminary or final) included in any Registration Statement and relating to Registrable
Securities, as amended or supplemented and including all material incorporated by reference in such prospectus or prospectuses.


 


“Registrable
Securities” means, at any time, (i) Acquisition Interests held of record by the Coleman Trust at such time and (ii) any
LLC Interests held of record by the Coleman Trust at such time that have been issued by the Company after the date hereof in respect
of the Acquisition Interests referred to in clause (i) by way of a dividend or split or other distribution or in connection
with a combination of LLC Interests, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable
Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement covering such securities
has become effective and such securities have been disposed of pursuant to such effective Registration Statement, or (ii) such
securities have ceased to be outstanding. Registrable Securities will not include securities that are eligible for resale
by the Coleman Trust pursuant to Rule 144 under the Securities Act without limitation thereunder on volume or manner of sale.


 


“Registration
Statement” means any registration statement of the Company which covers any of the Registrable Securities pursuant to
the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including
post-effective amendments, all exhibits and all documents incorporated by reference in such Registration Statement.


 


“SEC”
means the Securities and Exchange Commission or any successor agency.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Shelf Takedown”
has the meaning set forth in Section 3(a).


 


“Short-Form
Demand Registration” has the meaning set forth in Section 2(a).


 


“Stock Purchase
Agreement” has the meaning set forth in the second Recital hereto.


 


“Suspension
Period” has the meaning set forth in Section 4.


 


“Termination
Date” means the first date on which the Coleman Trust no longer owns any Registrable Securities.


 


“underwritten
offering” means a registered offering in which securities of the Company are sold to one or more underwriters on a firm-commitment
basis for reoffering to the public.


 




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In addition to the
above definitions, unless the context requires otherwise:


 


(a)        any
reference to any statute, regulation, rule or form as of any time shall mean such statute, regulation, rule or form as amended
or modified and shall also include any successor statute, regulation, rule or form from time to time;


 


(b)        “including”
shall be construed as inclusive without limitation, in each case notwithstanding the absence of any express statement to such effect,
or the presence of such express statement in some contexts and not in others;


 


(c)        references
to “Section” are references to Sections of this Agreement;


 


(d)        words
such as “herein”, “hereof”, “hereinafter” and “hereby” when used in this Agreement
refer to this Agreement as a whole;


 


(e)        references
to “business day” mean a business day in The City of New York, New York; and


 


(f)         references
to “dollars” and “$” mean U.S. dollars.


 


Section 2.           Demand
Registrations.


 


(a)        Short-Form
Demand Registration. Subject to the provisions hereof and until the Termination Date, at any time after the Commencement Date
and from time to time when the Company is eligible to use Form S-3ASR to register LLC Interests and the Company has an effective
Form S-3ASR registration statement on file, the Coleman Trust may request for the Company to register and sell Registrable Securities
pursuant to a Prospectus supplement (a “Short-Form Demand Registration”), but only upon not less than 10 business
days’ prior written notice to the Company, during which period the Company shall be entitled to implement a Suspension Period
to the extent then permitted pursuant to Section 4, and provided that the number of Registrable Securities included
in the Short-Form Demand Registration would, if fully sold, reasonably be expected (based on then-current market prices) to yield
gross proceeds of at least $25,000,000. Each request for a Short-Form Demand Registration shall specify the approximate number
of Registrable Securities required to be registered. Subject to Section 4 below, the Company shall use reasonable commercial
efforts to file a Prospectus supplement, to register for resale such number of Registrable Securities as requested to be so registered
pursuant to this Section 2(a) within 10 business days after the Coleman Trust’s request therefor. Notwithstanding
the foregoing, the Company shall be entitled to delay for a period of no more than 45 calendar days filing a requested Short-Form
Demand Registration if the Company delivers notice to the Coleman Trust within five  calendar days of the receipt of the request
for such Short-Form Demand Registration that the Company intends to carry out a public offering of primary Company securities for
cash proceeds of at least $100,000,000. It is understood that if the Company does not have an effective Form S-3ASR registration
statement on file with the SEC as of the Commencement Date, the Company will use reasonable commercial efforts to file such a Form
S-3ASR registration statement on the Commencement Date that is available for the registration for resale by the Coleman Trust of
the Registrable Securities. The Company shall use reasonable commercial efforts, subject to and in accordance with the provisions
of this Agreement and applicable law, to effect the registration and sale by the Coleman Trust at the Commencement Date of such
Registrable Securities as are requested by the Coleman Trust to be registered.


 




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(b)       Long-Form Demand Registration. Subject to the provisions hereof and until the Termination Date, at any time after the Commencement
Date that the Company does not have an effective registration statement on Form S-3ASR eligible to register the Registrable Securities,
the Coleman Trust may request the Company to file with the SEC a registration statement under the Securities Act to register the
Registrable Securities designated by the Coleman Trust (a “Long-Form Demand Registration” and, together with
each Short-Form Demand Registration, a “Demand Registration”); provided, however, that (based
on the then-current market prices) the number of Registrable Securities included in the Long-Form Demand Registration would, if
fully sold, reasonably be expected to yield gross proceeds of at least $50,000,000. Each request for a Long-Form Demand Registration
shall specify the approximate number of Registrable Securities required to be registered. Subject to Section 4 below, the
Company shall use reasonable commercial efforts (i) to file Registration Statement registering for resale such number of Registrable
Securities as requested to be so registered pursuant to this Section 2(b) (a “Long-Form Demand Registration Statement”)
within 45 calendar days after the Coleman Trust’s request therefor and (ii) to cause such Long-Form Demand Registration
Statement (unless it is automatically effective upon filing) to be declared effective by the SEC as soon as practical thereafter.


 


(c)        Number
of Demand Registrations. Subject to the limitations of Sections 2(a) and 2(b) above, the Coleman Trust shall
be entitled to request not more than three (3) Short-Form Demand Registrations and one (1) Long-Form Demand Registration under
this Agreement, and not more than one Demand Registration in any 60-calendar day period. A Demand Registration shall not count
against the limit on the number of such registrations set forth in this Section 2(c) if after the applicable Registration
Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Securities
thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental
agency or court for any reason not attributable to the Coleman Trust and such interference is not thereafter eliminated so as to
permit the completion of the contemplated distribution of Registrable Securities and, as a result of any such circumstances, less
than all of the Registrable Securities covered by the Registration Statement are sold by the Coleman Trust pursuant to such Registration
Statement.


 


(d)       Underwritten
Offerings. The Coleman Trust shall be entitled to request an underwritten offering pursuant to a Demand Registration, but only
if the request is not made within 90 calendar days after the Coleman Trust has sold LLC Interests in another underwritten registered
offering pursuant to Section 2 hereof. If any of the Registrable Securities covered by a Demand Registration are to be sold
in an underwritten offering, the Coleman Trust shall have the right to select the managing underwriter or underwriters to lead
the offering and designate underwriter allocations and underwriting discount, subject to the Company’s reasonable consent;
provided, however, that (i) any lead left bookrunnning manager shall be one of the institutions set forth on Schedule
I hereto, (ii) any underwriter shall have been an underwriter of a public offering of securities by the Company during or after
2013 and (iii) underwriters’ counsel shall have served as underwriters’ counsel in a public offering of securities
by the Company during or after 2013.


 


Section 3.          Piggyback
Events.


 


(a)        Right
to Piggyback. Whenever prior to the Termination Date the Company proposes (i) to register any LLC Interests under the
Securities Act (other than on a registration statement on Form S-8 or S-4), whether for its own account or for the account
of one or more holders of LLC Interests, and the form of registration statement to be used may be used for any registration of
Registrable Securities or (ii) to sell LLC Interests that have already been registered “off the shelf” pursuant
to a prospectus supplement (a “Shelf Takedown”) and Registrable Securities can be included in such Shelf Takedown
(each a “Piggyback Event”), the Company shall give written notice at least 10 calendar days prior to the proposed
offering to the Coleman Trust of its intention to effect such a registration and/or Shelf Takedown and, subject to Sections 3(b)
and 3(c), shall include in such registration statement and in any offering of LLC Interests to be made pursuant to that
registration statement and/or Shelf Takedown all Registrable Securities with respect to which the Company has received a written
request for inclusion therein from the Coleman Trust within 10 calendar days after the Coleman Trust’s receipt of the
Company’s notice. The Company shall have no obligation to proceed with any Piggyback Event and may abandon, terminate and/or
withdraw such registration and/or Shelf Takedown for any reason at any time prior to the pricing thereof.


 




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(b)        Priority
on Primary Piggyback Events. If a Piggyback Event is initiated as an underwritten primary offering on behalf of the Company
and the managing underwriter(s) advise the Company and the Coleman Trust (if the Coleman Trust has elected to include Registrable
Securities in such Piggyback Event) that in their opinion the number of LLC Interests proposed to be included in such offering
exceeds the number of LLC Interests (of any class) (the “Primary Maximum Number of LLC Interests”) which can
be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per LLC Interest
of the LLC Interests proposed to be sold in such offering), the Company shall include in such registration and offering (i) first,
the number of LLC Interests that the Company proposes to sell and (ii) second, the number of LLC Interests requested to be
included therein by the Coleman Trust, to the extent that, in the case of clause (ii), the Primary Maximum Number of LLC Interests
is not thereby exceeded.


 


(c)        Priority
on Secondary Registrations. If a Piggyback Event is initiated as an underwritten secondary offering on behalf of a holder of
LLC Interests other than the Coleman Trust, and the managing underwriter(s) advise the Company that in their opinion the number
of LLC Interests proposed to be included in such registration exceeds the number of LLC Interests (of any class) (the “Secondary
Maximum Number of LLC Interests”) which can be sold in such offering without materially delaying or jeopardizing the
success of the offering (including the price per LLC Interest of the LLC Interests to be sold in such offering), then the Company
shall include in such registration (i) first, the number of LLC Interests requested to be included therein by holder(s) requesting
such registration, (ii) second, the number of LLC Interests that the Company proposes to sell, and (iii) third, the number
of LLC Interests requested to be included therein by the Coleman Trust (if the Coleman Trust has elected to include Registrable
Securities in such Piggyback Event), to the extent that, in the case of clauses (ii) and (iii), the Secondary Maximum Number
of LLC Interests is not thereby exceeded.


 


(d)       Selection
of Underwriters. If any Piggyback Event is a primary or secondary underwritten offering, the Company (or if the Person or Persons
initiating the Piggyback Event in the context of a secondary underwritten offering have such right, such Person(s)) shall have
the right to select the managing underwriter or underwriters to administer any such offering.


 


(e)        Basis
of Participations. The Coleman Trust may not sell Registrable Securities in any offering pursuant to a Piggyback Event unless
it (i) agrees to sell such LLC Interests on the basis provided in the underwriting or other distribution arrangements approved
by the Company (or if the Person or Persons initiating the Piggyback Event in the context of a secondary underwritten offering
have such right, such Person(s)) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements, lock-up agreements and other documents reasonably required of other participants under the terms of such arrangements.


 




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Section 4.          Suspension
Periods.


 


The Company may delay
the filing or effectiveness of, or by written notice to the Coleman Trust suspend the use of, a Registration Statement in conjunction
with a Demand Registration (and, if reasonably required, withdraw any registration statement that has been filed), but in each
such case only if the board of directors of the Company determines that such Demand Registration would (i) materially interfere
with a significant acquisition, corporate organization or other similar transaction involving the Company; (ii) require premature
disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; (iii) render
the Company unable to comply with requirements under the Securities Act or Exchange Act; or (iv) require the preparation of
financial statements (including required consents), which preparation would be impracticable. Any period during which the Company
has delayed a filing, an effective date or the use of a Registration Statement pursuant to this Section 4 is herein called
a “Suspension Period”. The number of days covered by any one Suspension Period shall not exceed 90 calendar
days. If pursuant to this Section 4 the Company delays or withdraws a Demand Registration, the Coleman Trust shall be entitled
to withdraw such request and, if it does so, such request shall not count against the limitation on the number of such registrations
set forth in Section 2. The Company shall provide written notice to the Coleman Trust of the commencement and termination
of any Suspension Period (and any withdrawal of a registration statement pursuant to this Section 4), but shall not be obligated
under this Agreement to disclose the reasons therefor. The Coleman Trust shall keep the existence of each Suspension Period confidential.
The Company shall not be permitted to register under the Securities Act any equity securities of the Company held by other Persons
during any such Suspension Period.


 


Section 5.          Registration
Procedures.


 


(a)        Whenever
the Coleman Trust requests that any Registrable Securities be registered pursuant to this Agreement, including pursuant to a Short-Form
Demand Registration, the Company shall use reasonable commercial efforts to effect, as soon as practical as provided herein, the
registration and the sale of such Registrable Securities in accordance with the intended methods of disposition thereof (including,
but not limited to, underwritten offerings, block trades and equity dribble outs), and, pursuant thereto, the Company shall, as
soon as practical as provided herein:


 


(i)          subject
to the other provisions of this Agreement, use reasonable commercial efforts to prepare, amend or supplement and file with the
SEC a Registration Statement, a Prospectus or any amendments or supplements thereto, and any Form 8-Ks and/or press releases, as
the case may be, with respect to such Registrable Securities and, as applicable, cause a filed Registration Statement to become
effective (unless it is automatically effective); and before filing a Registration Statement or a Prospectus or any amendments
or supplements thereto, and any Form 8-Ks and/or press releases, as the case may be, furnish to the Coleman Trust copies of all
such documents proposed to be filed, including documents incorporated by reference in the Prospectus and one set of the exhibits
incorporated by reference, and the Coleman Trust and a counsel selected by the Coleman Trust (the “Coleman Trust’s
Counsel”) shall have a reasonable opportunity to review and comment on each such Registration Statement, Prospectus or
amendment or supplement thereto, and any Form 8-Ks and/or press releases, as the case may be, before it is filed with the SEC or
issued or posted for broad dissemination, as the case may be, and the Coleman Trust shall have the opportunity to object to any
information pertaining to the Coleman Trust that is contained therein and the Company will make the corrections reasonably requested
by the Coleman Trust with respect to such information prior to filing any Registration Statement or Prospectus or any amendment
or supplement thereto, or issued or posted for broad dissemination, as the case may be, provided that the Company shall
not have any obligation to modify any information if the Company expects that so doing would cause the Prospectus to contain an
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;


 


(ii)         use
reasonable commercial efforts to prepare and file with the SEC such amendments and supplements to such Registration Statement or
Prospectus as may be necessary to comply with the applicable requirements of the Securities Act and to keep such Registration Statement
effective for the relevant period required hereunder, but no longer than is necessary to complete the distribution of the LLC Interests
covered by such Prospectus, and to comply with the applicable requirements of the Securities Act with respect to the disposition
of all the LLC Interests covered by such Prospectus during such period in accordance with the intended methods of disposition set
forth in such Prospectus;


 




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(iii)        use
reasonable commercial efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement,
or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in
any jurisdiction in the United States;


 


(iv)        furnish
to the Coleman Trust without charge, conformed copies of each Registration Statement and amendment thereto and copies of each supplement
thereto after they are filed with the SEC (but only one set of exhibits thereto need be provided); and deliver, without charge,
such number of copies of the preliminary and final Prospectus and any supplement thereto as the Coleman Trust may reasonably request
in order to facilitate the disposition of the Registrable Securities of the Coleman Trust covered by such Registration Statement
in conformity with the requirements of the Securities Act;


 


(v)         use
reasonable commercial efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of
such U.S. jurisdictions as the Coleman Trust reasonably requests and continue such registration or qualification in effect
in such jurisdictions for as long as the applicable Registration Statement may be required to be kept effective under this Agreement,
provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this subparagraph (v), (B) subject itself to taxation in any such
jurisdiction or (C) consent to general service of process in any such jurisdiction;


 


(vi)        notify
the Coleman Trust of such Registrable Securities identified by the Coleman Trust, at any time when a Prospectus relating thereto
would be required under the Securities Act to be delivered by such distributor, of the occurrence of any event as a result of which
the Prospectus included in such Registration Statement contains an untrue statement of a material fact or omits a material fact
necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and, at the
request of the Coleman Trust, the Company shall use reasonable commercial efforts to prepare, as soon as practical, a supplement
or amendment to such Prospectus so that, as thereafter delivered to any prospective purchasers of such Registrable Securities,
such Prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading;


 


(vii)       in
the case of an underwritten offering in which the Coleman Trust participates pursuant to a Demand Registration, (a) enter into
an underwriting agreement containing such provisions as are customary and reasonable for an offering of such kind and for issuers
similarly situated to the Company, (b) take all such other customary and reasonable actions as the managing underwriters of such
offering may request in order to facilitate the disposition of such Registrable Securities including (1) making members of senior
management of the Company available at reasonable times and places to participate in “roadshows” and investor calls,
(2) obtain a “cold comfort” letter in customary form as the managing underwriters of such offering may reasonably require,
(3) cause the delivery of customary legal opinions to such underwriters in connection therewith and (4) cooperate with counsel
to the managing underwriters to provide information requested for any filings required to be made with FINRA;


 




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(viii)      in
the case of an underwritten offering in which the Coleman Trust participates pursuant to a Demand Registration or Piggyback Event,
and to the extent not prohibited by applicable law or pre-existing applicable contractual restrictions, (A) make reasonably
available, for inspection by the Coleman Trust, the Coleman Trust’s Counsel, the managing underwriter(s) of such offering
and counsel acting for such managing underwriter(s), pertinent corporate documents and financial and other records of the Company
and its subsidiaries, (B) cause the Company’s officers and employees to supply information reasonably requested by the
Coleman Trust or such managing underwriter(s) or attorney in connection with such offering, (C) make the Company’s independent
accountants available for any such managing underwriter(s)’ due diligence and cause them to deliver the customary “cold
comfort” letter, and (D) cause the Company’s counsel to furnish customary legal opinions to such underwriters
in connection therewith; provided, however, that such records and other information provided to the Coleman Trust,
the Coleman Trust’s Counsel, the managing underwriter(s) of such offering and counsel acting for such managing underwriter(s)
shall be subject to such confidential treatment as is customary for due diligence reviews;


 


(ix)        cause
all such Registrable Securities to be listed on each securities exchange (if any) on which securities of the same class issued
by the Company are then listed, provided that the applicable listing requirements are satisfied;


 


(x)         provide
a transfer agent and registrar for all such Registrable Securities not later than the effective date of such Registration Statement
and, a reasonable time before any proposed sale of Registrable Securities pursuant to a Registration Statement, provide the transfer
agent with printed unlegended certificates for the Registrable Securities to be sold which are in a form eligible for deposit with
The Depository Trust Company or other applicable clearing agency, subject to the provisions of Section 8; and


 


(xi)        notify
the Coleman Trust and the managing underwriter(s) of any underwritten offering, if any:


 


(A)         when
the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement or any post-effective amendment
to the Registration Statement has been filed and, with respect to the Registration Statement or any post-effective amendment, when
the same has become effective;


 


(B)         of
any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for any additional information
regarding the Coleman Trust;


 


(C)         of
the notification to the Company by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop
order suspending the effectiveness of the Registration Statement; and


 


(D)         of
the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities
for sale under the applicable securities or blue sky laws of any jurisdiction.


 




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For the avoidance of
doubt, the provisions of clauses (vii) and (viii) of this Section 5(a) shall apply only in respect of an underwritten
offering.


 


(b)          Until
the Termination Date, the Company shall use reasonable commercial efforts to file all reports required to be filed by it under
the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, all to the extent required
to enable the Coleman Trust to be eligible to sell Registrable Securities (if any) pursuant to Rule 144 under the Securities
Act.


 


(c)          The
Company may require the Coleman Trust and each distributor of Registrable Securities as to which any registration is being effected
to furnish to the Company any other information regarding such Person and the distribution of such securities as the Company may
from time to time reasonably request.


 


(d)          Subject
to the limitations on the Company’s ability to delay the use or effectiveness of a Registration Statement as provided by
the Suspension Periods set forth in Section 4, the Coleman Trust agrees by having its Acquisition Interests treated as Registrable
Securities hereunder that, upon being advised in writing by the Company of the occurrence of an event pursuant to Section 5(a)(vi)
when the Company is entitled to do so pursuant to Section 4, the Coleman Trust will immediately discontinue (and direct
any other Persons making offers and sales of Registrable Securities to immediately discontinue) offers and sales of Registrable
Securities pursuant to any Registration Statement (other than those pursuant to a plan that is in effect and that complies with
Rule 10b5-1 of the Exchange Act) until it is advised in writing by the Company that the use of the Prospectus may be resumed
and is furnished with a supplemented or amended Prospectus as contemplated by Section 5(a)(vi), and, if so directed by the
Company, the Coleman Trust will deliver to the Company all copies, other than permanent file copies then in the Coleman Trust’s
possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.


 


(e)          The
Company may prepare and deliver an issuer free-writing prospectus (as such term is defined in Rule 405 under the Securities
Act) in lieu of any supplement to a prospectus, and references herein to any “supplement” to a Prospectus shall
include any such issuer free-writing prospectus. No seller of Registrable Securities may use a free-writing prospectus to offer
or sell any such LLC Interests without the Company’s prior written consent.


 


(f)          It
is understood and agreed that any failure of the Company to file a Registration Statement or a Prospectus or any amendment or supplement
thereto or to cause any such document to become or remain effective or usable within or for any particular period of time as provided
in Section 2 or otherwise in this Agreement, due to reasons that are not reasonably within its control, due to any relevant
lock-up agreement, or due to any refusal of the SEC to permit a registration statement or prospectus to become or remain effective
or to be used because of unresolved SEC comments thereon (or on any documents incorporated therein by reference) despite the Company’s
good faith and reasonable commercial efforts to resolve those comments, shall not be a breach of this Agreement. However, neither
shall any such failure relieve the Company of its obligations hereunder to continue to use reasonable commercial efforts to remedy
such failure.


 


(g)          It
is further understood and agreed that the Company shall not have any obligations under this Section 5 at any time on or
after the Termination Date, unless an underwritten offering in which the Coleman Trust participates has been priced but not completed
prior to the Termination Date, in which event the Company’s obligations under this Section 5 shall continue with respect
to such offering until it is so completed.


 




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Section 6.          Registration
Expenses.


 


(a)        The
Company shall bear the costs, fees and expenses (other than any underwriting discounts and commissions and fees and expenses of
the Coleman Trust’s Counsel) incident to the registration and the sale of Registrable Securities in accordance with this
Agreement, including all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, FINRA
fees, listing application fees, printing expenses, transfer agent’s and registrar’s fees, and cost of distributing
Prospectuses in preliminary and final form as well as any supplements thereto (collectively, the “Expenses”)
in connection with the first Demand Registration, the Coleman Trust shall bear the Expenses in connection with the second Demand
Registration, and the Company and the Coleman Trust shall each bear one-half of the Expenses in connection with the third Demand
Registration. The Company shall bear the Expenses in connection with any Piggyback Event. Nothwithstanding the foregoing, the Company
shall bear the cost of all fees and expenses of the Company’s legal counsel and independent certified public accountants
incident to the registration and sale of Registrable Securities in accordance with this Agreement, and the Coleman Trust shall
bear the cost of all underwriting discounts and commissions and all fees and expenses of the Coleman Trust’s Counsel incident
to the registration and the sale of Registrable Securities in accordance with this Agreement.


 


(b)        The
obligation of the Company and the Coleman Trust to bear the expenses described in Section 6(a) shall apply irrespective
of whether a registration, once properly demanded or requested, becomes effective or is withdrawn or suspended.


 


Section 7.          Indemnification.


 


(a)        In
connection with any Registration Statement in which the Coleman Trust is participating, the Company shall indemnify and hold harmless
the Coleman Trust and each Person who controls the Coleman Trust within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof
to which the Coleman Trust or controlling Person may become subject, insofar as such loss, claim, damage, liability or action arises
out of, or is based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus,
issuer free writing prospectus as defined in Rule 433(b) of the Securities Act, any Company information that the Company files
or is required to file pursuant to Rule 433(d) of the Securities Act, or any amendment thereof or supplement thereto or arising
out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as the same are made in reliance and in conformity with (i) information furnished
in writing to the Company by or on behalf of the Coleman Trust expressly for use therein, (ii) information that relates to IMTT
and covers any period or date prior to the Closing furnished in writing to the Company by or on behalf of the Coleman Trust or
IMTT prior to the Closing, or (iii) information furnished in writing to the Company by or on behalf of any participating underwriter
expressly for use therein. In connection with an underwritten offering in which the Coleman Trust participates conducted pursuant
to a registration effected hereunder, the Company shall indemnify each participating underwriter and each Person who controls such
underwriter (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification
of the Coleman Trust.


 




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(b)       In
connection with any Registration Statement in which the Coleman Trust is participating, the Coleman Trust shall furnish to the
Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement
or Prospectus, or amendment or supplement thereto, and shall indemnify and hold harmless, severally and not jointly, the Company,
its officers and directors and each Person who controls the Company within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act from and against any loss, claim, damage or liability or any action in respect thereof arising out of or
based upon any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus or issuer
free writing prospectus (as defined in Rule 433(b) of the Securities Act), or any amendment or supplement thereto, or arising out
of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements
therein not misleading, but only to the extent that the same are made in reliance and in conformity with information furnished
in writing to the Company by or on behalf of the Coleman Trust expressly for use therein. In connection with an underwritten offering
conducted pursuant to a registration effected hereunder, the Coleman Trust shall indemnify each participating underwriter and each
Person who controls such underwriter (within the meaning of the Securities Act) to the same extent as provided above with respect
to the indemnification of the Company; provided, however, that the total amount to be indemnified shall be limited to the net proceeds
(after deducting the underwriting discounts and commissions received by the Coleman Trust) in the offering to which the Registration
Statement or Prospectus relates.


 


(c)        Any
Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying Person of any claim
with respect to which it seeks indemnification and (ii) permit such indemnifying Person to assume the defense of such claim
with counsel reasonably satisfactory to the indemnified Person. Failure so to notify the indemnifying Person shall not relieve
it from any liability that it may have to an indemnified Person. The indemnifying Person shall not be subject to any liability
for any settlement made by the indemnified Person without its consent (but such consent will not be unreasonably withheld). An
indemnifying Person who is entitled to, and elects to, assume the defense of a claim shall not be obligated to pay the fees and
expenses of more than one counsel for all Persons indemnified (hereunder or otherwise) by such indemnifying Person with respect
to such claim (and all other claims arising out of the same circumstances), unless in the reasonable judgment of any indemnified
Person there may be one or more legal or equitable defenses available to such indemnified Person which are in addition to or may
conflict with those available to another indemnified Person with respect to such claim, in which case each such indemnified Person
shall be entitled to use separate counsel. The indemnifying Person shall not consent to the entry of any judgment or enter into
or agree to any settlement relating to a claim or action for which any indemnified Person would be entitled to indemnification
by any indemnified Person hereunder unless such judgment or settlement imposes no ongoing obligations on any such indemnified Person
and includes as an unconditional term the giving, by all relevant claimants and plaintiffs to such indemnified Person, a release,
reasonably satisfactory in form and substance to such indemnified Person, from all liabilities in respect of such claim or action
for which such indemnified Person would be entitled to such indemnification. The indemnifying Person shall not be liable hereunder
for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the
consent of an indemnified Person unless the indemnifying Person has also consented to such judgment or settlement.


 


(d)        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 Person or any officer, director or controlling Person of such indemnified Person and shall survive
the transfer of securities and the Termination Date but only with respect to offers and sales of Registrable Securities made before
the Termination Date or during the period following the Termination Date referred to in Section 5(g).


 


(e)        If
the indemnification provided for in or pursuant to this Section 7 is due in accordance with the terms hereof, but is held
by a court to be unavailable or unenforceable in respect of any losses, claims, damages, liabilities or expenses referred to herein,
then each applicable indemnifying Person, in lieu of indemnifying such indemnified Person, shall contribute to the amount
paid or payable by such indemnified Person as a result of such losses, claims, damages, liabilities or expenses in such proportion
as is appropriate to reflect the relative fault of the indemnifying Person on the one hand and of the indemnified Person on the
other in connection with the statements or omissions which result in such losses, claims, damages, liabilities or expenses as well
as any other relevant equitable considerations. The relative fault of the indemnifying Person on the one hand and of the indemnified
Person on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of
a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying
Person or by the indemnified Person, and by such Person’s relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. Notwithstanding the foregoing, the Coleman Trust shall not be required to contribute
any amount in excess of the amount of net proceeds (after deducting underwriting discounts and commissions) received by it for
the sale of its Acquisition Interests pursuant to the Registration Statement.


 




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Section 8.          Securities
Act Restrictions.


 


(a)        The
Coleman Trust agrees that all certificates or other instruments representing the Acquisition Interests will initially bear a legend
substantially to the following effect:


 


The
LLC Interests represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”) or pursuant to any state securities law, and cannot be sold or otherwise transferred unless
registered under the Securities Act or aN exemption to the registration requirements under the securities act and the rules and
regulations thereunder is available.


 


(b)        Upon
the reasonable request of the Coleman Trust, at a time when such legend is no longer required under the Securities Act and applicable
state laws, the Company shall cause the legend to be removed from any certificate for any Acquisition Interests to be transferred
by the Coleman Trust in accordance with the terms of any relevant lock-up agreement upon the receipt by the Company of an opinion
of counsel, certification and/or other information reasonably satisfactory to the Company. The Coleman Trust acknowledges that
the Acquisition Interests have not been registered under the Securities Act or under any state securities laws and agrees that
it will not sell or otherwise dispose of any of the Acquisition Interests, except in compliance with the registration requirements
or exemption provisions of the Securities Act and any other applicable securities laws.


 


Section 9.          Miscellaneous.


 


(a)        Notices.
All notices, requests, consents, waivers, and other communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been duly given (i) if personally delivered, upon delivery or refusal of delivery; (ii) if mailed by
registered or certified United States mail, return receipt requested, postage prepaid, upon delivery or refusal of delivery; (i)
if sent by a nationally recognized overnight delivery service, upon delivery or refusal of delivery; or (iv) if by electronic transmission
upon confirmation of receipt of such transmission; provided that such party to this Agreement shall deliver notice by a method
set forth in clause (i), (ii) or (i) above immediately thereafter. All notices, consents, waivers, or other communications required
or permitted to be given hereunder shall be addressed as follows:


 


If to the Coleman Trust:


 


THE VOTING TRUST FOR IMTT HOLDINGS INC.


Thomas B. Coleman


James J. Coleman, Jr.


Peter D. Coleman


Dian Coleman Winingder


 


321 St. Charles Avenue, 10th Floor Suite


New Orleans, LA 70130


		Attention:	Richard B. Jurisich, Jr.



		Telephone:	504-586-8300



		Email:	rjurisich@cjajlaw.com



 




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with copies (which shall not constitute notice) to:


 


Coleman, Johnson, Artigues & Jurisich, L.L.C.


321 St. Charles Avenue, 10th Floor Suite


New Orleans, LA 70130


		Attention:	Richard B. Jurisich Jr.



		Telephone:	504-586-8300



		Email:	rjurisich@cjajlaw.com



 


and


 


Akin Gump Strauss Hauer & Feld LLP

2029 Century Park East, Suite 2400

Los Angeles, CA 90067


		Attention:	David Antheil



		Facsimile:	310-229-1001



		Email:	dantheil@akingump.com



 


If to the Company:


 


MACQUARIE INFRASTRUCTURE COMPANY LLC


125 West 55th St


New York, NY 10019


		Attention:	Michael Kernan



		Telephone:	212-231-1849



		Facsimile:	212-231-1828



		Email:	michael.kernan@macquarie.com



 


with copies (which shall not constitute notice) to:


 


Winston & Strawn LLP


35 West Wacker Drive


Chicago, Illinois 60601


		Attention:	Brian J. Kozlowski



		Telephone:	312-558-5600



		Facsimile:	312-558-5700



		Email:	bkozlowski@winston.com



 


and


 


White & Case LLP


1155 Avenue of the Americas


New York, New York 10036


		Attention:	Michelle Rutta



		Telephone:	212-819-7624



		Facsimile:	212-354-8113



		Email:	mrutta@whitecase.com



 


or at such other address as any such party
hereto may specify by written notice to the others.


 




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(b)        No
Waivers. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof
nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right,
power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided
by law.


 


(c)        Successors
and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors, it being understood that there are no intended third-party beneficiaries hereof. For the avoidance of doubt,
the Coleman Trust is permitted to assign its rights under this Agreement to its affiliates and beneficiaries; provided that any
such assignee shall agree in writing to be bound by and perform all the terms and provisions of this Agreement. For the avoidance
of doubt, the aggregate number of Demand Registrations for all Registrable Securities hereunder shall be as specified in Section
2(c) hereof, regardless of any assignment hereunder.


 


(d)        Governing
Law. This Agreement shall in all respects be interpreted, construed and governed by and in accordance with the laws of the
State of Delaware, without regard to conflict of law principles.


 


(e)        Jurisdiction.
Each party to this Agreement irrevocably submits to the exclusive jurisdiction of (i) the Delaware Court of Chancery and (ii) any
state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery lacks jurisdiction over
a particular matter, any state or federal court within the State of Delaware), for the purposes of any dispute arising out of this
Agreement or the transactions contemplated hereby (and each such party agrees that no such dispute relating to this Agreement or
the transactions contemplated hereby shall be brought by it except in such courts). Each party to this Agreement irrevocably and
unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any proceeding arising out of
this Agreement or the transactions contemplated hereby in (i) the Delaware Court of Chancery or (ii) any state appellate court
therefrom within the State of Delaware (or, only if the Delaware Court of Chancery lacks jurisdiction over a particular matter,
any state or federal court within the State of Delaware) or that any such proceeding brought in any such court has been brought
in an inconvenient forum. Each party to this Agreement further agrees that any final and non-appealable judgment against a party
in connection with any proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced
in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such
award or judgment shall be conclusive evidence of the fact and amount of such award or judgment.


 


(f)        Waiver
of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT
OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING IN WHOLE OR
IN PART UNDER, RELATED TO, BASED ON OR IN CONNECTION WITH THIS AGREEMENT, THE SUBJECT MATTER HEREOF OR ANY AGREEMENT CONTEMPLATED
TO BE EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS
OF ANY PARTY HERETO IN CONNECTION WITH ANY SUCH AGREEMENTS, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN TORT
OR CONTRACT OR OTHERWISE. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10(F) WITH THE COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.


 




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(g)        Counterparts;
Effectiveness. This Agreement may be executed in any number of counterparts (including by email or facsimile) and by different
parties hereto in separate counterparts, with the same effect as if all parties had signed the same document. All such counterparts
shall be deemed an original, shall be construed together and shall constitute one and the same instrument. This Agreement shall
become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.


 


(h)        Complete
Agreement. This Agreement embodies the complete agreement and understanding between the parties hereto and supersedes and preempts
any prior understandings, agreements or representation by or between the parties hereto, written or oral, which may have related
to the subject matter herein.


 


(i)         Captions.
The headings and other captions in this Agreement are for convenience and reference only and shall not be used in interpreting,
construing or enforcing any provision of this Agreement.


 


(j)         Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance
of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination,
the parties 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 be consummated as originally contemplated
to the fullest extent possible.


 


(k)        Amendments.
(i) The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given without the prior written consent of the Company
and the Coleman Trust and (ii) the Company has not entered into, and will not, from and after the date hereof, enter into,
any agreements or arrangements that grant to any other holders of its securities any rights that violate or conflict with this
Agreement or impede the Company’s ability to fulfill and comply with its obligations set forth herein.


 


[Execution Page Follows]


 




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IN WITNESS WHEREOF,
each party hereto has caused this Agreement to be signed by its officer thereunto duly authorized as of the date first above written.


 


	 	MACQUARIE INFRASTRUCTURE COMPANY LLC
	 	 	 	 
	 	 	By:	/s/
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 


 


Signature Page to Registration Rights
Agreement


 




    	 



    	 



    

 


	 	THE VOTING TRUST OF IMTT HOLDINGS INC.
	 	 	 
	 	By:  	/s/
	 	 	 
	 	Trustees:	 


 


Signature Page to Registration Rights
Agreement