AMENDMENT
      NO. 1




TO
      THE




AMENDED
      AND RESTATED


MANAGEMENT
      SERVICES AGREEMENT




AMONG




MACQUARIE
      INFRASTRUCTURE COMPANY LLC,


MACQUARIE
      INFRASTRUCTURE COMPANY INC.,


MACQUARIE
      YORKSHIRE LLC,


SOUTH
      EAST WATER LLC,


COMMUNICATIONS
      INFRASTRUCTURE LLC




AND




MACQUARIE
      INFRASTRUCTURE MANAGEMENT (USA) INC.




Dated
      as
      of February 7, 2008








This
      AMENDMENT NO. 1 (the “ ***Amendment*** ”)
      to the
      AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT, dated as of June 22, 2007
      and effective as of June 25, 2007 (the “ ***Original
      Agreement*** ”),
      is
      entered into as of February 7, 2008 by and among Macquarie Infrastructure
      Company LLC, a Delaware limited liability company (the “ ***Company*** ”),
      Macquarie Infrastructure Company Inc., a Delaware corporation, Macquarie
      Yorkshire LLC, a Delaware limited liability company, South East Water LLC,
      a
      Delaware limited liability company, Communications Infrastructure LLC, a
      Delaware limited liability company (each a “ ***Managed
      Subsidiary*** ”
and,
      together with any directly owned Subsidiary of the Company as from time to
      time
      may exist and that has executed a counterpart of the Original Agreement in
      accordance with Section 2.3 thereof, collectively, the “ ***Managed
      Subsidiaries*** ”),
      and
      Macquarie Infrastructure Management (USA) Inc., a Delaware corporation (the
      “ ***Manager*** ”).
      Individually, each party hereto shall be referred to as a “ ***Party*** ”
and
      collectively as the “ ***Parties*** .”
      Capitalized terms used but not otherwise defined in this Amendment shall have
      the meanings set forth in the Original Agreement.




WHEREAS,
      the Parties previously entered into the Original Agreement, whereby the Company
      and the Managed Subsidiaries agreed to appoint the Manager to manage their
      business and affairs as therein described, and the Manager agreed to act as
      Manager on the terms and subject to the conditions set forth therein;
      and




WHEREAS,
      the Parties desire to amend the Original Agreement as provided
      herein;




NOW,
      THEREFORE, in consideration of the mutual covenants herein contained, the
      P arties
      hereto agree as follows:




**Section
      1.1**  **Amendments
      to Original Agreement.**  Section
      10.1 of the Original Agreement is hereby deleted in its entirety and replaced
      with the following:




Section
      10.1  Resignation
      by the Manager . i) The
      Manager may resign from its appointment as Manager and terminate this Agreement
      upon 90 days’ written notice to the Company. If the Manager resigns pursuant to
      this Section 10.1(a), until the date on which the resignation becomes effective,
      the Manager will, upon request of the Board of Directors of the Company, use
      reasonable efforts to assist the Board of Directors of the Company to find
      replacement management.




(a)  If
      there
      is a Delisting Event, then




(i)  unless
      otherwise approved in writing by the Manager: (A)  any
      proceeds from the sale, lease or exchange of the assets of the Company or any
      of
      its Subsidiaries, subsequent to the Delisting Event, in one or more
      transactions, which in aggregate exceeded 15% of the value of the Company (as
      calculated by multiplying the price per LLC Interest stated in clause (i) of
      the
      definition of Termination Fee by the aggregate number of LLC Interests issued
      and outstanding, other than those held in treasury, on the date of the Delisting
      Event) shall be reinvested in new assets of the Company (other than cash or
      cash
      equivalents) within six months of the date on which the aggregate proceeds
      from
      such transaction or transactions exceeded 15% of the value of the
      Company;









(B)  neither
      the Company nor any of its Subsidiaries shall incur any new indebtedness or
      engage in any transactions with the Members of the Company or Affiliates of
      Members of the Company; and




(C)  the
      Macquarie Group shall no longer have any obligation to provide investment
      opportunities to the Company pursuant to the Priority Protocol on Schedule
      1
      hereto, which Priority Protocol shall terminate immediately;




*provided,
      however* ,
      that
      notwithstanding anything contained in Section 10.1(b)(i) to the contrary, if
      a
      Delisting Event has occurred and either an event of default has occurred in
      respect of any indebtedness of the Company or any of its Subsidiaries or the
      holder or holders of such indebtedness are in the process of restructuring
      or
      "working out" such indebtedness, then in no event shall the Manager take, or
      fail to take, any action pursuant to Section 10.1(b)(i) that would limit or
      impede any sale, lease, exchange or other disposition of assets of the Company
      or any of its Subsidiaries required by the terms of such indebtedness to repay
      such indebtedness;




and




(ii)  the
      Manager shall, as soon as practicable, provide a proposal for an alternate
      method to calculate fees to act as Manager on substantially similar terms as
      set
      forth in this Agreement to the Board of Directors for approval, which approval
      shall not be unreasonably withheld or delayed; or




(iii)  the
      Manager may elect to resign from its appointment as Manager and terminate this
      Agreement upon 30 days’ written notice to the Company and be paid the
      Termination Fee within 45 days of such notice.




**Section
      1.2**  **Applicable
      Law** .
      This
      Amendment shall be construed in accordance with the laws of the State of New
      York.




**Section
      1.3**  **Effective
      Date** .
      This
      Amendment shall become effective as of the date first written above (the
“ ***Effective
      Date*** ”)
      upon
      receipt by the Company of counterparts of this Amendment duly executed by the
      Company, the Managed Subsidiaries and the Manager.




**Section
      1.4**  **Miscellaneous** .
      From
      and after the Effective Date of this Amendment, each reference in the Original
      Agreement to “this Agreement”, “hereof”, “hereunder”, or words of like import in
      any and all agreements, instruments, documents, notes, certificates and other
      writings of any kind and nature shall be deemed to refer to the Original
      Agreement as amended by this Amendment. This Amendment may be executed in any
      number of counterparts, each of which shall be an original, but all of which
      together constitute one instrument. The headings in this Amendment are for
      purposes of reference only and shall not limit or otherwise effect the meaning
      hereof.




2


IN
      WITNESS WHEREOF, the Company, the Managed Subsidiaries and the Manager have
      caused this Amendment No. 1 to the Management Services Agreement to be executed
      as of the day and year first above written.





MACQUARIE
                INFRASTRUCTURE
              COMPANY
                LLC
            
            MACQUARIE
                INFRASTRUCTURE
              MANAGEMENT
                (USA) INC.By:
            /s/
                Peter Stokes
            
            By:
            /s/
                Alan Stephen PeetName:
                Peter Stokes
            
            
            Name:
                Alan Stephen PeetTitle:
                Chief Executive Officer
            
            
            Title:
                Vice President





MACQUARIE
                INFRASTRUCTURE
              COMPANY
                INC.(d/b/a
                Macquarie
              Infrastructure
                Company (US))By:
            /s/
                Peter StokesName:
                Peter StokesTitle:
                Chief Executive OfficerMACQUARIE
                YORKSHIRE LLCBy:
            Macquarie
                Infrastructure Company LLC, asManaging
                Member of Macquarie Yorkshire LLCBy:
            /s/
                Peter StokesName:
                Peter StokesTitle:
                Chief Executive OfficerSOUTH
                EAST WATER LLCBy:
            Macquarie
                Infrastructure Company LLC, asManaging
                Member of South East Water LLCBy:
            /s/
                Peter StokesName:
                Peter StokesTitle:
                Chief Executive Officer




3




COMMUNICATIONS
      INFRASTRUCTURE LLC





By:
            Macquarie
                Infrastructure Company LLC, asManaging
                Member of Communications Infrastructure
                LLC




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




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