**$300,000,000**




**SECOND
      AMENDED AND RESTATED CREDIT AGREEMENT**




**Dated
      as of** **February
      13, 200****8**




**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





TABLE
          OF
          CONTENTS


**Table
      of Contents**


**Page**ARTICLE
                    I          DEFINITIONS,
                    INTERPRETATION AND ACCOUNTING TERMS
              
              
              1Section
                  1.1         Defined
                  Terms
              
              
              1Section
                  1.2         Computation of
                  Time Periods
              
              
              29Section
                  1.3         Accounting Terms
                  and Principles
              
              
              29Section
                  1.4         Certain
                  Terms
              
              
              30Section
                  1.5         Loan Document
                  Definitions
              
              
              30ARTICLE
                    II         THE
                    FACILITY
              
              
              31Section
                  2.1         The
                  Commitments.
              
              
              31Section
                  2.2         Borrowing
                  Procedures
              
              
              31Section
                  2.3         Letters of
                  Credit
              
              
              32Section
                  2.4         Reduction and
                  Termination of the Commitments
              
              
              37Section
                  2.5         Repayment of
                  Loans
              
              
              37Section
                  2.6         Evidence of
                  Debt
              
              
              37Section
                  2.7         Optional
                  Prepayments
              
              
              38Section
                  2.8         Mandatory
                  Prepayments
              
              
              39Section
                  2.9         Interest
              
              
              40Section
                  2.10       Conversion/Continuation
                  Option
              
              
              41Section
                  2.11       Fees
              
              
              41Section
                  2.12       Payments and
                  Computations
              
              
              42Section
                  2.13       Special Provisions Governing
                  Eurodollar Rate Loans
              
              
              44Section
                  2.14       Capital
                  Adequacy
              
              
              47Section
                  2.15       Taxes
              
              
              47Section
                  2.16       Substitution of
                  Lenders
              
              
              51Section
                  2.17       Facility
                  Increase
              
              
              52ARTICLE
                    III        CONDITIONS TO LOANS AND
                    LETTERS OF CREDIT
              
              
              53Section
                  3.1         Conditions
                  Precedent to Effectiveness
              
              
              53Section
                  3.2         Conditions
                  Precedent to Each Loan and Letter of Credit
              
              
              55Section
                  3.3         Determinations of
                  Conditions Precedent to Effectiveness
              
              
              56Section
                  3.4         Conditions
                  Precedent to the Facility Increase
              
              
              56ARTICLE
                    IV        REPRESENTATIONS AND
                    WARRANTIES
              
              
              57Section
                  4.1         Corporate
                  Existence; Compliance with Law
              
              
              57
  i
  TABLE
        OF
        CONTENTS
  Section
                  4.2         Corporate Power;
                  Authorization; Enforceable Obligations
              
              
              58Section
                  4.3         Ownership of
                  Borrower; Subsidiaries
              
              
              59Section
                  4.4         Financial
                  Statements
              
              
              59Section
                  4.5         Material Adverse
                  Change
              
              
              60Section
                  4.6         Solvency
              
              
              60Section
                  4.7         Litigation
              
              
              60Section
                  4.8         Taxes
              
              
              60Section
                  4.9         Full
                  Disclosure
              
              
              61Section
                  4.10       No Defaults
              
              
              61Section
                  4.11       Investment Company
                  Act
              
              
              61Section
                  4.12       Use of
                  Proceeds
              
              
              61Section
                  4.13       Perfection,
                  Etc.
              
              
              62ARTICLE
                    V         FINANCIAL
                    COVENANTS
              
              
              62Section
                  5.1         Maximum Leverage
                  Ratio
              
              
              62Section
                  5.2         Minimum Interest
                  Coverage Ratio
              
              
              62Section
                  5.3         Minimum
                  EBITDA
              
              
              62ARTICLE
                    VI        REPORTING
                    COVENANTS
              
              
              63Section
                  6.1         Financial
                  Statements
              
              
              63Section
                  6.2         Default
                  Notices
              
              
              64Section
                  6.3         Litigation
              
              
              64Section
                  6.4         SEC Filings;
                  Press Releases
              
              
              65Section
                  6.5         Acquisitions
              
              
              65Section
                  6.6         Default Under
                  Existing Subsidiary Debt Agreements
              
              
              65Section
                  6.7         Other
                  Information.
              
              
              65ARTICLE
                    VII      AFFIRMATIVE
                    COVENANTS
              
              
              66Section
                  7.1         Preservation of
                  Corporate Existence, Etc.
              
              
              66Section
                  7.2         Compliance with
                  Laws, Etc.
              
              
              66Section
                  7.3         Payment of Taxes,
                  Etc.
              
              
              66Section
                  7.4         Access
              
              
              67Section
                  7.5         Keeping of
                  Books
              
              
              67Section
                  7.6         Application of
                  Proceeds
              
              
              67Section
                  7.7         Additional
                  Collateral
              
              
              67Section
                  7.8         Additional
                  Guarantees
              
              
              68Section
                  7.9         Further
                  Assurances
              
              
              69
  ii
  TABLE
        OF
        CONTENTS
  Section
                  7.10       Cash Collateral
                  Accounts.
              
              
              69ARTICLE
                    VIII      NEGATIVE
                    COVENANTS
              
              
              69Section
                  8.1         Liens,
                  Etc.
              
              
              69Section
                  8.2         Restriction on
                  Fundamental Changes
              
              
              70Section
                  8.3         Transactions with
                  Affiliates
              
              
              70Section
                  8.4         Accounting
                  Changes; Fiscal Year
              
              
              70Section
                  8.5         No Speculative
                  Transactions
              
              
              70Section
                  8.6         Certain
                  Agreements
              
              
              70ARTICLE
                    IX        EVENTS OF
                    DEFAULT
              
              
              71Section
                  9.1         Events of
                  Default
              
              
              71Section
                  9.2         Remedies
              
              
              73Section
                  9.3         Actions in
                  Respect of Letters of Credit
              
              
              73Section
                  9.4         Rescission
              
              
              73ARTICLE
                    X         THE ADMINISTRATIVE
                    AGENT
              
              
              74Section
                  10.1       Authorization and
                  Action
              
              
              74Section
                  10.2       Administrative Agent’s
                  Reliance, Etc.
              
              
              75Section
                  10.3       Posting of Approved
                  Electronic Communications
              
              
              75Section
                  10.4       The Administrative Agent
                  Individually
              
              
              76Section
                  10.5       Lender Credit
                  Decision
              
              
              77Section
                  10.6       Indemnification
              
              
              77Section
                  10.7       Successor Administrative
                  Agent
              
              
              78Section
                  10.8       Collateral and Guarantee
                  Matters
              
              
              78ARTICLE
                    XI        MISCELLANEOUS
              
              
              79Section
                  11.1       Amendments, Waivers,
                  Etc.
              
              
              79Section
                  11.2       Assignments and
                  Participations
              
              
              82Section
                  11.3       Costs and
                  Expenses
              
              
              85Section
                  11.4       Indemnities
              
              
              86Section
                  11.5       Limitation of
                  Liability
              
              
              87Section
                  11.6       Right of
                  Set-off
              
              
              88Section
                  11.7       Sharing of Payments,
                  Etc.
              
              
              88Section
                  11.8       Notices,
                  Etc.
              
              
              89Section
                  11.9       No Waiver;
                  Remedies
              
              
              91Section
                  11.10     Amendment and Restatement; Binding
                  Effect
              
              
              91Section
                  11.11     Governing Law
              
              
              91
  iii
  TABLE
        OF
        CONTENTS
  Section
                  11.12     Submission to Jurisdiction; Service of
                  Process
              
              
              91Section
                  11.13     Waiver of Jury Trial
              
              
              92Section
                  11.14     Marshaling; Payments Set
                  Aside
              
              
              92Section
                  11.15     Section Titles
              
              
              92Section
                  11.16     Patriot Act Notice
              
              
              93Section
                  11.17     Execution in
                  Counterparts
              
              
              93Section
                  11.18     Entire Agreement
              
              
              93Section
                  11.19     Confidentiality
              
              
              93Section
                  11.20     Amendments to Certain Loan
                  Documents
              
              
              94
 
 iv





TABLE
      OF
      CONTENTS


(Continued)




**Schedules**




Schedule I
            –
            CommitmentsSchedule II
            –
            Applicable
                Lending Offices and Addresses for NoticesSchedule 4.2
            –
            ConsentsSchedule 4.3
            –
            Ownership
                of SubsidiariesSchedule 4.7
            –
            Litigation





**Exhibits**




Exhibit 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
            –
            GuarantyExhibit H
            –
            Pledge
                Agreement





v




**SECOND
      AMENDED AND RESTATED** **** **CREDIT
      AGREEMENT** ,
      dated
      as of February 13, 2008, among Macquarie
      Infrastructure Company Inc. ,
      a
      Delaware corporation (doing business in New York as Macquarie Infrastructure
      Company (US)), as borrower (the “ *Borrower* ”), ** Macquarie
      Infrastructure Company LLC ,
      a
      Delaware limited liability company (“ *Holdings* ”),  the
      Lenders (as defined below), the Issuers (as defined below) and Citicorp
      North America, Inc .
      (“ *Citicorp* ”), ** as
      agent
      for the Lenders and the Issuers (in such capacity, and as agent for the Secured
      Parties under the Collateral Documents (each as defined below),  the
      “ *Administrative
      Agent* ”) .




**W
      i t n e s s e t h**




Whereas ,
      the
      Borrower, Holdings, the Lenders and Issuers and the Administrative Agent are
      parties to the Credit Agreement, dated as of November 11, 2005 (the
“ *Original
      Credit Agreement* ”);




Whereas, the
      Original Credit Agreement has been amended and restated in its entirety pursuant
      to that certain $480 million Amended and Restated Credit Agreement ( as
      amended by Amendment No. 1 to the Amended and Restated Credit Agreement, dated
      as of June 2007, the
      “ *Existing
      Credit Agreement* ”)
      dated
      as of May 9, 2006, comprised of a $180 million delayed draw term loan facility
      (the “ *Existing
      Term Loan Facility* ”)
      and a
      $300 million revolving credit facility;




Whereas, all
      amounts borrowed under the Existing Term Loan Facility have been repaid in
      full
      pursuant to the terms of the Existing Credit Agreement;




Whereas ,
      the
      Borrower has requested, and the other parties have agreed, that the Existing
      Credit Agreement be amended and restated on the terms, and subject to the
      conditions, set forth herein; and




Whereas, (a)
      this
      Agreement shall not constitute a novation of the rights, obligations and
      liabilities of the respective parties (including the Obligations) existing
      under
      the Existing Credit Agreement or evidence payment of all or any of such
      obligations and liabilities and (b) from and after the Effective Date (as
      defined below), the Existing Credit Agreement shall be of no further force
      or
      effect, except to evidence the Obligations (as defined therein) incurred, the
      representations and warranties made and the actions or omissions performed
      or
      required to be performed thereunder prior to the Effective Date;




Now,
      Therefore ,
      in
      consideration of the premises and the covenants and agreements contained herein,
      the parties hereto hereby agree as follows:




**ARTICLE
      I**




**Definitions,
      Interpretation And Accounting Terms**




**Section
      1.1****Defined
      Terms**




As
      used
      in this Agreement, the following terms have the following meanings (such
      meanings to be equally applicable to both the singular and plural forms of
      the
      terms defined):









SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
        Infrastructure Company Inc.


“ *Account* ” ** has
      the
      meaning given to such term in the UCC.




“ *Acquisition* ”
means
      the acquisition by Holdings, the Borrower or any of their respective
      Subsidiaries of all or substantially all of the assets or Stock of any Person
      or
      any operating division thereof by way of a merger, consolidation or
      otherwise.




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




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




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




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




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




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




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




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




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




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




2




SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
        Infrastructure Company Inc.


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




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




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




*provided* , *however* ,
      in the
      event of any bankruptcy or other insolvency event of any Subsidiary of Holdings
      occurring or otherwise existing during such Measurement Period, “ *Adjusted
      Cash From Operations* ”
shall
      not include that portion of Adjusted Cash From Operations attributable to such
      Subsidiary for such Measurement Period; *provided* , *further* ,
      in
      respect of any days in any Measurement Period, occurring prior to June 25,
      2007,
      all references to Holdings and its Subsidiaries in *clauses
      (a)* through *(l)* ,
      as
      applicable, of this definition shall be to MICT and its Subsidiaries with
      respect to any such days in such Measurement Period occurring prior to June
      25,
      2007.




“ *Administrative
      Agent* ” ** has
      the
      meaning specified in the preamble to this Agreement.




“ *Affected
      Lender* ”
has
      the
      meaning specified in *Section
      2.16* *(* *Substitution
      of Lenders* *)* .




“ *Affiliate* ” ** means,
      with respect to any Person, any other Person directly or indirectly controlling
      or that is controlled by or is under common control with such Person, each
      officer, director, general partner or joint-venturer of such Person, and each
      Person that is the beneficial owner of 10% or more of any class of Voting Stock
      of such Person. For the purposes of this definition, “ *control* ”
      (including the terms “ *controlling,* ”
      “ *controlled
      by,* ”
and
      “ *under
      common control with* ”) ** means
      the
      possession, direct or indirect, of the power to direct or cause the direction
      of
      the management and policies of a Person, whether through the ownership of voting
      securities, by contract or otherwise.




“ *Agent
      Affiliate* ”
has
      the
      meaning specified in *Section
      10.3* *(* *Posting
      of Approved Electronic Communications* *)* .




3




SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
        Infrastructure Company Inc.


“ *Agreement* ”
means
      this Second Amended and Restated Credit Agreement.




“ *Applicable
      Lending Office* ”
means,
      with respect to each Lender, its Domestic Lending Office in the case of a Base
      Rate Loan, and its Eurodollar Lending Office in the case of a Eurodollar Rate
      Loan.




“ *Applicable
      Margin* ”
means,
      as of any date of determination, with respect to (a) Loans maintained as Base
      Rate Loans, a rate equal to 1.75% *per
      annum* and (b)
      Loans maintained as Eurodollar Rate Loans, a rate equal to 2.75% *per
      annum* .




“ *Applicable
      Unused Commitment Fee Rate* ”
means
      0.5% per annum.




“ *Approved
      Electronic Communications* ”
means
      each notice, demand, communication, information, document and other material
      that any Loan Party is obligated to, or otherwise chooses to, provide to the
      Administrative Agent pursuant to any Loan Document or the transactions
      contemplated therein, including (a) any supplement to the Guaranty, any joinder
      to the Pledge Agreement and any other written Contractual Obligation delivered
      or required to be delivered in respect of any Loan Document or the transactions
      contemplated therein and (b) any Financial Statement, financial and other
      report, notice, request, certificate and other information material; *provided* , *however* , ** that,
      “ *Approved
      Electronic Communication* ” ** shall
      exclude (i) any Notice of Borrowing, Letter of Credit Request, Notice of
      Conversion or Continuation, and any other notice, demand, communication,
      information, document and other material relating to a request for a new, or
      a
      conversion of an existing, Borrowing, (ii) any notice pursuant to *Section
      2.7* *(* *Optional
      Prepayments* *)* and *Section
      2.8* *(* *Mandatory
      Prepayments* *)* and
      any
      other notice relating to the payment of any principal or other amount due under
      any Loan Document prior to the scheduled date therefor, (iii) all notices of
      any
      Default or Event of Default and (iv) any notice, demand, communication,
      information, document and other material required to be delivered to satisfy
      any
      of the conditions set forth in *Article
      III* *(* *Conditions
      To Loans And Letters Of Credit* *)* or *Section
      2.3 (a)* *(* *Letters
      of Credit* *)* or
      any
      other condition to any Borrowing or other extension of credit hereunder or
      any
      condition precedent to the effectiveness of this Agreement.




“ *Approved
      Electronic Platform* ”
has
      the
      meaning specified in *Section
      10.3* *(* *Posting
      of Approved Electronic Communications* *)* .




“ *Approved
      Fund* ”
means
      any Fund that is advised or managed by (a) a Lender, (b) an Affiliate of a
      Lender or (c) an entity or Affiliate of an entity that administers or manages
      a
      Lender.




“ *Arranger* ”
means
      Citigroup Global Markets Inc., in its capacity as sole arranger and sole book
      runner.




“ *Asset
      Sale* ”
means
      the sale, conveyance, transfer, license, lease or other disposition of any
      property or any interest therein by any Person (including the sale or factoring
      at maturity or collection of any accounts); *provided* that for
      the avoidance of doubt, the granting of a Lien on any such property or interest
      therein shall not in and of itself constitute an “ *Asset
      Sale* ”.




“ *Assignment
      and Acceptance* ”
means
      an assignment and acceptance entered into by a Lender and an Eligible Assignee,
      and accepted by the Administrative Agent, in substantially the form of *Exhibit A*  *(* *Form
      of Assignment and Acceptance* *).*




4




SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
        Infrastructure Company Inc.


“ *Available
      Credit* ”
means,
      at any time, (a) the then effective Commitments *minus* (b)
      the
      aggregate Outstandings at such time.




“ *Base
      Rate* ”
means,
      for any period, a fluctuating interest rate per annum as shall be in effect
      from
      time to time, which rate per annum shall be equal at all times to the highest
      of
      the following:




(a)  the
      rate
      of interest announced publicly by Citibank in New York, New York, from time
      to
      time, as Citibank’s base rate; and




(b)  0.50%
      per
      annum *plus* the
      Federal Funds Rate.




“ *Base
      Rate Loan* ”
means
      any Loan during any period in which it bears interest based on the Base
      Rate.




“ *Borrower* ”
has
      the
      meaning specified in the preamble to this Agreement.




“ *Borrower’s
      Accountants* ”
means
      KPMG LLP or other independent nationally-recognized public accountants
      reasonably acceptable to the Administrative Agent, *provided* ,
      that
      any such nationally recognized public accounting firm that is a “ *big
      4* ”
      accounting firm shall be deemed acceptable to the Administrative Agent.




“ *Borrowing* ”
means
      a
      borrowing consisting of Loans made on the same day by the Lenders, ratably
      according to their respective Commitments.




“ *Business
      Day* ”
means
      a
      day of the year on which banks are not required or authorized to close in New
      York City and, if the applicable Business Day relates to notices,
      determinations, fundings and payments in connection with the Eurodollar Rate
      or
      any Eurodollar Rate Loans, a day on which dealings in Dollar deposits are also
      carried on in the London interbank market.




“ *Calculation
      Date* ”
means
      the last day of each Fiscal Quarter of Holdings commencing with the last day
      of
      the Fiscal Quarter ending December 31, 2007.




“ *Capital
      Expenditures* ”
means,
      for any Person for any period, the aggregate of amounts that would be reflected
      as additions to property, plant or equipment on a Consolidated balance sheet
      of
      such Person and its Subsidiaries, excluding interest capitalized during
      construction.




“ *Capital
      Lease* ”
means,
      with respect to any Person, any lease of, or other arrangement conveying the
      right to use, property by such Person as lessee that would be accounted for
      as a
      capital lease on a balance sheet of such Person prepared in conformity with
      GAAP.




“ *Capital
      Lease Obligations* ”
means,
      with respect to any Person, the capitalized amount of all Consolidated
      obligations of such Person under Capital Leases.




5




SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
        Infrastructure Company Inc.


“ *Cash
      Collateral Account* ”
means
      any Deposit Account or Securities Account that is (a) established by the
      Administrative Agent from time to time in its sole discretion to receive cash
      and Cash Equivalents (or purchase cash or Cash Equivalents with funds received)
      from the Loan Parties or Persons acting on their behalf pursuant to the Loan
      Documents, (b) with such depositaries and securities intermediaries as the
      Administrative Agent may determine in its sole discretion, (c) in the name
      of
      the Administrative Agent (although such account may also have words referring
      to
      the Borrower and the account’s purpose), (d) under the control of the
      Administrative Agent and (e) in the case of a Securities Account, with respect
      to which the Administrative Agent shall be the Entitlement Holder and the only
      Person authorized to give Entitlement Orders with respect thereto.




“ *Cash
      Equivalents* ”
means
      (a) securities issued or fully guaranteed or insured by the United States
      federal government or any agency thereof, (b) certificates of deposit,
      eurodollar time deposits, overnight bank deposits and bankers’ acceptances of
      any Lender or any commercial bank organized under the laws of the United States,
      any state thereof, the District of Columbia, any foreign bank, or its branches
      or agencies (fully protected against currency fluctuations) that, at the time
      of
      acquisition, are rated at least “ *A-1* ”
by
      S&P or “ *P-1* ”
by
      Moody’s, (c) commercial paper of an issuer rated at least “ *A-1* ”
by
      S&P or “ *P-1* ”
by
      Moody’s and (d) shares of any money market fund that (i) has at least 95%
      of its assets invested continuously in the types of investments referred to
      in *clauses
      (a)* , *(b)* and *(c)* above,
      (ii) has net assets in excess of $500,000,000 and (iii) is rated at least
“ *A-1* ”
by
      S&P or “ *P-1* ”
by
      Moody’s; *provided* , *however* , ** that
      the
      maturities of all obligations of the type specified in *clauses
      (a)* , *(b)* and *(c)* above
      shall not exceed 180 days.




“ *Cash
      Interest Expense* ”
means,
      with respect to any Loan Party for any Measurement Period, the Interest Expense
      of such Loan Party for such Measurement Period *less* the
      Non-Cash Interest Expense of such Loan Party for such Measurement
      Period.




“ *CFC* ”
means
      any Subsidiary (other than any (a) Initial Pledged Entity and (b) Subsidiary
      of
      Holdings that owns the Stock of the Borrower) of any Loan Party that would
      be a
“ *controlled
      foreign corporation* ”
under
      Section 957 of the Code or any Subsidiary of a Loan Party whose principal assets
      consist of Stock or other Stock Equivalents of a Person that would be a
“ *controlled
      foreign corporation* ”
under
      Section 957 of the Code.




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




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




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




6




SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
        Infrastructure Company Inc.


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




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




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




“ *Citibank* ”
means
      Citibank, N.A., a national banking association.




“ *Citicorp* ”
has
      the
      meaning specified in the preamble to this Agreement.




“ *Closing
      Date* ”
means
      November 11, 2005.




“ *Code* ”
means
      the U.S. Internal Revenue Code of 1986.




“ *Collateral* ”
means
      all property and interests in property and proceeds thereof now owned or
      hereafter acquired by any Loan Party in or upon which a Lien is granted under
      any Collateral Document.




“ *Collateral
      Documents* ”
means
      the Pledge Agreement and any other document executed and delivered by a Loan
      Party granting a Lien on any of its property to secure payment of the Secured
      Obligations.




“ *Collateral
      Letter* ”
means
      that certain letter agreement, dated as of the Closing Date, by and among the
      Borrower, Holdings, each Person that is a Lender or an Issuer on the Closing
      and
      the Administrative Agent relating to certain Enforcement Actions with respect
      to
      the Collateral, as amended pursuant to *Section
      11.20 (Amendments to Certain Loan Documents)* .




“ *Commitment* ”
means,
      with respect to any Lender, the commitment of such Lender to make Loans to
      the
      Borrower and acquire interests in other Outstandings in the aggregate principal
      amount outstanding not to exceed the amount set forth opposite such Lender’s
      name on Schedule I*(Commitments)* under
      the
      caption “ *Commitment,* ” ** as
      such
      schedule may be amended to reflect the Facility Increase pursuant to *Section
      2.17 (Facility Increase)* or in
      the case of a Person becoming a Lender after the Effective Date, the amount
      of
      the assigned Commitment as provided in the relevant Assignment and Acceptance
      executed by such Person. The aggregate principal amount of all Commitments
      on
      the Effective Date shall be $300,000,000. ****




7




SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
        Infrastructure Company Inc.


“ *Commitment
      Termination Date* ”
means
      the earliest of (a) the Scheduled Termination Date, (b) the date of termination
      of all of the Commitments pursuant to *Section
      2.4* *(* *Reduction
      and Termination of the Commitments* *)* and
      (c)
      the date on which the Obligations become due and payable pursuant to *Section
      9.2* *(* *Remedies* *).*




*“Comparable
      Financial Institution”* means ** (a)
      any
      lender under the Existing Credit Agreement, a Comparable Financial Institution
      Affiliate of any lender under the Existing Credit Agreement, or an Approved
      Fund
      of any lender under the Existing Credit Agreement, (b) a commercial bank having
      total assets in excess of $5,000,000,000, (c) a finance company, insurance
      company or any other financial institution or Fund, in each case reasonably
      acceptable to the Administrative Agent and regularly engaged in making,
      purchasing or investing in loans and having a net worth, determined in
      accordance with GAAP, in excess of $250,000,000 (or, to the extent net worth
      is
      less than such amount, a finance company, insurance company, other financial
      institution or Fund, reasonably acceptable to the Administrative Agent and
      the
      Borrower) or (d) a savings and loan association or savings bank organized under
      the laws of the United States or any State thereof having a net worth,
      determined in accordance with GAAP, in excess of $250,000,000; *provided* ,
      that no
      Affiliate of the Borrower shall constitute an Comparable Financial Institution
      at any time when the sale, transfer, negotiation or assignment of Loans or
      Commitments to such Person would result in Affiliates of the Borrower that
      are
      Lenders holding, collectively, greater than or equal to 50% of the outstanding
      Loans or Commitments, as the case may be, under the Facility.




“ *Comparable
      Financial Institution Affiliate* ”
means
      with respect to any Person (a) any other Person which, directly or indirectly,
      is in control of, is controlled by or is under common control with, such Person,
      (b) any other Person who is a director or officer of (i) such Person, (ii)
      any
      subsidiary of such Person, or (iii) any Person described in *clause
      (a)* above,
      or (c) any corporation, limited liability company or partnership which has
      as a
      director any Person described in *clause
      (b)* above.




“ *Compliance
      Certificate* ”
has
      the
      meaning specified in *Section
      6.1 (c)* *(* *Financial
      Statements* *)* .




“ *Consolidated* ”
means,
      with respect to any Person, the consolidation of accounts of such Person and
      its
      Subsidiaries in accordance with GAAP.




“ *Consolidated
      Net Cash From Investment Activities* ”
means
      the amount reported on the Consolidated statement of cash flows of Holdings
      for
      the line item entitled “ *net
      cash provided by investment activities* ”
or
      any
      equivalent line item, determined in accordance with GAAP and in a manner
      consistent with the methodologies used to calculate such amount in the audited
      financial statements of MICT referred to in *Section
      4.4* *(* *Financial
      Statements* *);provided* ,
      for
      purposes of determining “ *Consolidated
      Net Cash From Investment Activities* ”
for
      any
      days within any period that occur prior June 25, 2007, references to Holdings
      herein shall be to MICT for such days occurring prior to June 25, 2007.




“ *Consolidated
      Net Cash From Operating Activities* ”
means
      the amount reported on the Consolidated statement of cash flows of Holdings
      for
      the line item entitled “ *net
      cash provided by operating activities* ”
or
      any
      equivalent line item, determined in accordance with GAAP and in a manner
      consistent with the methodologies used to calculate such amount in the audited
      financial statements of MICT referred to in *Section
      4.4* *(* *Financial
      Statements* *);
      provided* ,
      for
      purposes of determining “ *Consolidated
      Net Cash From Operating Activities* ”
for
      any
      days within any period that occur prior to June 25, 2007, references to Holdings
      herein shall be to MICT for such days to the extent occurring prior to June
      25,
      2007.




8




SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
        Infrastructure Company Inc.


“ *Consolidated
      Net Income* ”
means
      the net income (or loss) of Holdings and its Subsidiaries for such period
      determined on a Consolidated basis in accordance with GAAP; provided that
      Consolidated Net Income for any period shall not include (i) any non-cash
      unrealized gains or losses resulting from transactions in connection with
      Hedging Contracts, (ii) inventory purchase accounting adjustments and
      amortization, impairment and other non-cash charges (including asset
      revaluations) resulting from purchase accounting adjustments with respect to
      any
      Acquisition, (iii) the cumulative effect of a change in accounting principles
      during such period, (iv) any net income or loss (less all fees and expenses
      or
      charges relating thereto) attributable to the early extinguishment of
      indebtedness or the purchase of equity, (v) any net extraordinary gains or
      losses, (vi) any net gains or losses from asset sales, (vii) any non-cash
      balance sheet gains or losses related to foreign currency fluctuations (to
      the
      extent not include in net income), (viii) any non-cash impairment charges
      resulting from the application of Statement of Financial Accounting Standards
      No. 142 - Goodwill and Other Intangibles and No. 144 - Accounting for the
      Impairment or Disposal of Long-Lived Assets and the amortization of intangibles
      including arising pursuant to Statement of Financial Accounting Standards No.
      141 - Business Combinations, and (ix) non-cash charges or expenses resulting
      from any employee benefit or management compensation plan or the grant of stock
      and stock options or equity-based awards to employees of Holdings or any of
      its
      Subsidiaries or the treatment of such options under variable plan
      accounting.




“ *Constituent
      Documents* ”
means,
      with respect to any Person, (a) the articles of incorporation, certificate
      of
      incorporation, constitution or certificate of formation (or the equivalent
      organizational documents) of such Person, (b) the by-laws, operating agreement
      (or the equivalent governing documents) of such Person and (c) any document
      setting forth the manner of election or duties of the directors or managing
      members of such Person (if any) and the designation, amount or relative rights,
      limitations and preferences of any class or series of such Person’s Stock or
      Stock Equivalents.




“ *Contaminant* ”
means
      any material, substance or waste that is classified, regulated or otherwise
      characterized under any Environmental Law as hazardous, toxic, a contaminant
      or
      a pollutant or by other words of similar meaning or regulatory effect, including
      any petroleum or petroleum-derived substance or waste, asbestos and
      polychlorinated biphenyls.




“ *Contractual
      Obligation* ”
of
      any
      Person means any obligation, agreement, undertaking or similar provision of
      any
      Security issued by such Person or of any agreement, undertaking, contract,
      lease, indenture, mortgage, deed of trust or other instrument (excluding a
      Loan
      Document) to which such Person is a party or by which it or any of its property
      is bound or to which any of its property is subject.




“ *Customary
      Permitted Liens* ”
means,
      with respect to any Person, any of the following Liens:




(a)  Liens
      with respect to the payment of taxes, assessments or governmental charges in
      each case that are not yet due and payable or that are being contested in good
      faith by appropriate proceedings and with respect to which adequate reserves
      or
      other appropriate provisions are being maintained to the extent required by
      GAAP;




9




SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
        Infrastructure Company Inc.


(b)  Liens
      of
      landlords arising by statute and liens of suppliers, mechanics, carriers,
      materialmen, warehousemen or workmen and other similar Liens, in each case
      (i)
      imposed by law or arising in the ordinary course of business, (ii) which secure
      amounts not overdue for a period of more than 60 days or that are being
      contested in good faith by appropriate proceedings and (iii) with respect to
      which adequate reserves or other appropriate provisions are being maintained
      to
      the extent required by GAAP;




(c)  pledges
      and deposits made in the ordinary course of business in connection with workers’
compensation, unemployment insurance or other types of social security benefits
      or to secure the performance of bids, tenders, sales, contracts (other than
      for
      the repayment of borrowed money) and surety, appeal, customs or performance
      bonds;




(d)  Liens
      securing judgments for the payment of money not constituting an Event of Default
      under *Section
      9.1 (g)*  *(* *Events
      of Default* *)* or
      securing appeal or other surety bonds related to such judgments;
      and




(e)  Liens
      arising by virtue of any statutory or common law provision relating to bankers’
liens, rights of setoff or similar rights as to deposit accounts or other funds
      maintained with a credit or depository institution.




“ *Debt
      Issuance* ”
means
      the incurrence of Indebtedness of the type specified in *clause
      (a)* or *(b)* of
      the
      definition of “ *Indebtedness* ” ** by
      any
      Subsidiary of Holdings (other than the Borrower), other than Excluded Debt
      Issuances of such Person.




“ *Default* ”
means
      any event that, with the passing of time or the giving of notice or both, would
      become an Event of Default.




“ *Deposit
      Account* ”
has
      the
      meaning given to such term in the UCC.




“ *Documentary
      Letter of Credit* ”
means
      any Letter of Credit that is drawable upon presentation of documents evidencing
      the sale or shipment of goods purchased by the Borrower or any of its
      Subsidiaries in the ordinary course of its business.




“ *Dollars* ”
and
      the
      sign “ *$* ”
each
      mean the lawful money of the United States of America.




“ *Domestic
      Lending Office* ”
means,
      with respect to any Lender, the office of such Lender specified as its
“ *Domestic
      Lending Office* ”
      opposite its name on *Schedule II* *(* *Applicable
      Lending Offices and Addresses for Notices* *)* or
      on the
      Assignment and Acceptance by which it became a Lender or such other office
      of
      such Lender as such Lender may from time to time specify to the Borrower and
      the
      Administrative Agent.




“ *Domestic
      Person* ”
means
      any “ *United
      States person* ”
under
      and as defined in Section 770 l(a)(30) of the Code.




10




SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
        Infrastructure Company Inc.




“ *EBITDA* ”
means,
      for any Measurement Period, the sum of (a) Consolidated Net Income for such
      Measurement Period, plus (b) without duplication and to the extent deducted
      in
      determining such Consolidated Net Income, the sum of (i) interest expense,
      (ii)
      income tax expense, (iii) depreciation expense, (iv) amortization expense
      including without limitation amortization of financing costs, (v) the aggregate
      amount of any base management or performance fees that were accrued by
      Holdings or any of its Subsidiaries to MI Management pursuant to the terms
      of
      the Management Services Agreement during such Measurement Period which either
      (i) were
      reinvested by MI Management in the Stock of Holdings or (ii)
      are intended to be reinvested by MI Management in the Stock of Holdings so
      long
      as MI Management provides notice to the board of directors of Holdings in
      writing of such intentions within 30 days of the end of such Measurement
      Period ,
      (vi)
      any unusual or non-recurring charges
      included in Consolidated Net Income determined in good faith by the Chief
      Financial Officer of Holdings ,
      and
      (vii) other charges or expenses of Holdings and its Subsidiaries reducing
      Consolidated Net Income which do not represent a cash item in such period and
      that are not a reserve against a future cash charge, minus
      (c) the sum of, in each case to the extent included in the calculation of such
      Consolidated Net Income but without duplication, (i) any credit for income
      tax,
      (ii) interest income, and (iii) any
      other
      non-cash gains which
      have been added in determining Consolidated Net Income, provided that for
      purposes of calculating EBITDA of Holdings and its Subsidiaries for any period,
      (A) the Consolidated EBITDA of any Person or operating division thereof acquired
      by Holdings or its Subsidiaries during such period shall be included on a
      Pro-Forma Basis for such period (but assuming the consummation of such
      acquisition and the incurrence or assumption of any Indebtedness in connection
      therewith occurred on the first day of such period) and (B) the Consolidated
      EBITDA of any Person or operating division thereof disposed of by Holdings
      or
      its Subsidiaries during such period shall be excluded for such period (assuming
      the consummation of such disposition and the repayment of any Indebtedness
      in
      connection therewith occurred on the first day of such period).




“ *Effective
      Date* ”
means
      the date on which this Agreement shall have become effective in accordance
      with *Section
      3.1* *(* *Conditions
      Precedent to Effectiveness* *)* .




“ *Eligible
      Assignee* ”
means
      (a) a Lender or an Affiliate or Approved Fund of any Lender, (b) a commercial
      bank having total assets in excess of $5,000,000,000, (c) a finance company,
      insurance company or any other financial institution or Fund, in each case
      reasonably acceptable to the Administrative Agent and regularly engaged in
      making, purchasing or investing in loans and having a net worth, determined
      in
      accordance with GAAP, in excess of $250,000,000 (or, to the extent net worth
      is
      less than such amount, a finance company, insurance company, other financial
      institution or Fund, reasonably acceptable to the Administrative Agent and
      the
      Borrower) or (d) a savings and loan association or savings bank organized under
      the laws of the United States or any State thereof having a net worth,
      determined in accordance with GAAP, in excess of $250,000,000; *provided* ,
      that no
      Affiliate of the Borrower shall constitute an Eligible Assignee at any time
      when
      the sale, transfer, negotiation or assignment of Loans or Commitments to such
      Person would result in Affiliates of the Borrower that are Lenders holding,
      collectively, greater than or equal to 50% of the outstanding Loans or
      Commitments, as the case may be, under the Facility.




“ *Enforcement
      Action* ”
means
      any sale or other disposition or exercise of voting rights by the Administrative
      Agent or any Secured Party (including by way of foreclosure) in respect of
      all
      or any part of the Collateral.




“ *Entitlement
      Holder* ”
has
      the
      meaning given to such term in the UCC.




“ *Entitlement
      Order* ”
has
      the
      meaning given to such term in the UCC.




11




SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
        Infrastructure Company Inc.




“ *Environmental
      Laws* ”
means
      all applicable Requirements of Law now or hereafter in effect and as amended
      or
      supplemented from time to time, relating to pollution or the regulation and
      protection of worker health and safety, the environment or natural resources,
      including the Comprehensive Environmental Response, Compensation, and Liability
      Act of 1980, as amended (42 U.S.C. § 9601 *et
      seq* .); ** the
      Hazardous Material Transportation Act, as amended (49 U.S.C. § 5101 *et
      seq.* ); ** the
      Federal Insecticide, Fungicide, and Rodenticide Act, as amended (7 U.S.C. § 136 *et
      seq.* );
      the
      Resource Conservation and Recovery Act, as amended (42 U.S.C. § 6901 *et
      seq.* ); ** the
      Toxic
      Substance Control Act, as amended (15 U.S.C. § 2601 *et
      seq* .); ** the
      Clean
      Air Act, as amended (42 U.S.C. § 7401 *et
      seq.* ); ** the
      Federal Water Pollution Control Act, as amended (33 U.S.C. § 1251 *et
      seq* .); ** the
      Occupational Safety and Health Act, as amended (29 U.S.C. § 651 *et
      seq.* ); ** the
      Safe
      Drinking Water Act, as amended (42 U.S.C. § 300f *et
      seq.* ); ** and
      each
      of their state and local counterparts or equivalents and any transfer of
      ownership notification or approval statute, including the Industrial Site
      Recovery Act (N.J. Stat. Ann. § 13:1K-6 *et
      seq* .).




“ *Environmental
      Liabilities and Costs* ”
means,
      with respect to any Person, all liabilities, obligations, responsibilities,
      Remedial Actions, losses, damages, punitive damages, consequential damages,
      treble damages, costs and expenses (including all fees, disbursements and
      expenses of counsel, experts and consultants and costs of investigation and
      feasibility studies), fines, penalties, sanctions and interest incurred as
      a
      result of any claim or demand by any other Person, whether based in contract,
      tort, implied or express warranty, strict liability, criminal or civil statute
      and whether arising under any Environmental Law, Permit, order or agreement
      with
      any Governmental Authority or other Person, in each case relating to any
      environmental, worker health or safety condition or to any Release or threatened
      Release and resulting from the past, present or future operations of, or
      ownership of property by, such Person or any of its Subsidiaries.




“ *Environmental
      Lien* ”
means
      any Lien in favor of any Governmental Authority for Environmental Liabilities
      and Costs.




“ *Equipment* ”
has
      the
      meaning given to such term in the UCC.




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




“ *ERISA* ”
means
      the United States Employee Retirement Income Security Act of 1974.




“ *Eurocurrency
      Liabilities* ”
has
      the
      meaning assigned to that term in Regulation D of the Federal Reserve
      Board.




“ *Eurodollar
      Base Rate* ”
means,
      with respect to any Interest Period for any Eurodollar Rate Loan, the rate
      determined by the Administrative Agent to be the offered rate for deposits
      in
      Dollars for the applicable Interest Period appearing on the Dow Jones Markets
      Telerate Page 3750 as of 11:00 a.m., London time, on the second full Business
      Day next preceding the first day of each Interest Period. In the event that
      such
      rate does not appear on the Dow Jones Markets Telerate Page 3750 (or otherwise
      on the Dow Jones Markets screen), the Eurodollar Base Rate for the purposes
      of
      this definition shall be determined by reference to such other comparable
      publicly available service for displaying eurodollar rates as may be selected
      by
      the Administrative Agent or, in the absence of such availability, the Eurodollar
      Base Rate shall be the rate of interest determined by the Administrative Agent
      to be the rate per annum at which deposits in Dollars are offered by the
      principal office of Citibank in London to major banks in the London interbank
      market at 11:00 a.m. (London time) two Business Days before the first day of
      such Interest Period in an amount substantially equal to the Eurodollar Rate
      Loan of Citibank for a period equal to such Interest Period.




12




SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
        Infrastructure Company Inc.




“ *Eurodollar
      Lending Office* ”
means,
      with respect to any Lender, the office of such Lender specified as its
“ *Eurodollar
      Lending Office* ” ** opposite
      its name on *Schedule II* *(* *Applicable
      Lending Offices and Addresses for Notices* *)* or
      on the
      Assignment and Acceptance by which it became a Lender (or, if no such office
      is
      specified, its Domestic Lending Office) or such other office of such Lender
      as
      such Lender may from time to time specify to the Borrower and the Administrative
      Agent.




“ *Eurodollar
      Rate* ”
means,
      with respect to any Interest Period for any Eurodollar Rate Loan, an interest
      rate per annum equal to the rate per annum obtained by dividing (a) the
      Eurodollar Base Rate by (b)(i) a percentage equal to 100% *minus* (ii)
      the
      reserve percentage applicable two Business Days before the first day of such
      Interest Period under regulations issued from time to time by the Federal
      Reserve Board for determining the maximum reserve requirement (including any
      emergency, supplemental or other marginal reserve requirement) for a member
      bank
      of the Federal Reserve System in New York City with respect to liabilities
      or
      assets consisting of or including Eurocurrency Liabilities (or with respect
      to
      any other category of liabilities that includes deposits by reference to which
      the Eurodollar Rate is determined) having a term equal to such Interest
      Period.




“ *Eurodollar
      Rate Loan* ”
means
      any Loan that, for an Interest Period, bears interest based on the Eurodollar
      Rate.




“ *Event
      of Default* ” ** has
      the
      meaning specified in *Section
      9.1* *(* *Events
      of Default* *)* .




“ *Excluded
      Asset Sale* ”
means
      each of the following Asset Sales:




(a)  the
      sale
      or other disposition of property that has become obsolete or worn out or is
      replaced in the ordinary course of business or which in the good faith judgment
      of the Borrower, Holdings or the relevant Subsidiary is no longer useful in
      such
      Person’s business;




(b)  the
      sale
      or other disposition of Cash Equivalents, Inventory or other goods or services,
      in each case in the ordinary course of business;




(c)  sales
      or
      other dispositions by the Borrower, Holdings or any Subsidiary of Holdings
      to
      the Borrower, Holdings or any Subsidiary of any thereof;




(d)  sales
      or
      other dispositions of property in connection with a foreclosure, transfer or
      deed in lieu of foreclosure or other exercise of remedial action;




(e)  sales
      or
      other dispositions of property by any Subsidiary of the Borrower or Holdings,
      the proceeds of which are required to be used to repay Indebtedness of such
      Subsidiary (or any direct or indirect parent company of such Subsidiary other
      than a Loan Party) by the documentation governing such
      Indebtedness;




13




SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
        Infrastructure Company Inc.




(f)  sales
      of
      Real Property or Equipment to the extent that such Real Property or Equipment
      is
      exchanged for credit against the purchase price of similar replacement Real
      Property or Equipment;




(g)  sales
      of
      accounts receivable and other rights to payment for collection
      purposes;




(h)  assignments
      and licenses of intellectual property of Holdings and its Subsidiaries in the
      ordinary course of business; and




(i)  a
      true
      lease or sublease of Real Property not constituting Indebtedness and not
      constituting a sale and leaseback transaction;




*provided* , *however* ,
      that
      notwithstanding anything to the contrary in the foregoing, no sale or
      disposition of Collateral shall be deemed to be an “ *Excluded
      Asset Sale* ”.




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




(a)  Qualified
      Acquisition Debt;




(b)  Indebtedness
      incurred by any Loan Party to the extent such Indebtedness is permitted to
      be
      incurred hereunder;




(c)  Indebtedness
      to finance the acquisition, construction or improvement of fixed assets or
      other
      Capital Expenditures in the ordinary course of business by Holdings or any
      of
      its Subsidiaries; *provided* ,
      that
      for the avoidance of doubt, the acquisition, construction or improvement of
      fixed assets, or other Capital Expenditures relating to property, that are
      in
      the same line of business (or reasonably incidental thereto) as the principal
      business of such Subsidiary shall be deemed to be in the ordinary course of
      business of such Subsidiary for purposes of determining whether such
      Indebtedness constitutes an “ *Excluded
      Debt Issuance* ”;




(d)  Indebtedness
      incurred in the ordinary course of business and applied to finance working
      capital of Holdings and its Subsidiaries;




(e)  Indebtedness
      arising from intercompany loans among any of Holdings and its
      Subsidiaries *;*




(f)  Indebtedness
      of any Person that becomes a direct or indirect Subsidiary of Holdings after
      the
      Effective Date which Indebtedness is outstanding at the time such Person becomes
      a Subsidiary; *provided* ,
      that
      such Indebtedness is not (i) incurred in contemplation of such Person becoming
      a
      Subsidiary of Holdings and (ii) is not guaranteed by any Loan Party;
      and




14




SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
        Infrastructure Company Inc.


(g)  Renewals,
      extensions, refinancings and refunds of Indebtedness of Holdings or any of
      its
      Subsidiaries outstanding on the Effective Date; *provided* , *however* ,
      that
      any such renewal, extension, refinancing or refund is in an aggregate principal
      amount not greater than the sum of (i) the principal amount of the Indebtedness
      being renewed, extended, refinanced or refunded, (ii) the amount of any accrued
      and unpaid interest in respect of such principal amount, (iii) any prepayment,
      early termination or call premium paid in connection with the foregoing and
      (iv)
      the amount of any reasonable fees and expenses incurred by such Person in
      connection therewith;  *provided* , *further* , *however* ,
      that
      for the avoidance of doubt, to the extent that the principal amount of the
      Indebtedness incurred in connection with the renewal, extension, refinancing
      or
      refunding of any Indebtedness of Holdings or any of its Subsidiaries exceeds
      the
      sum of the amounts contemplated by *clauses
      (i)* through *(iv)* above,
      the amount of such excess Indebtedness incurred by Holdings or any such
      Subsidiary shall not constitute an “ *Excluded
      Debt Issuance* ”.




“ *Excluded
      Direct Subsidiary* ”
means
      any direct Subsidiary of Holdings or the Borrower owning assets having a fair
      market value of less than $100.




“ *Excluded
      Entity* ”
has
      the
      meaning set forth in *Section
      1.3 (d)* *(* *Accounting
      Terms and Principles* *)* .




“ *Excluded
      Equity* ”
means
      (i) with respect to any Voting Stock (whether now owned or hereafter acquired
      by
      any Grantor) in a Person that is a CFC, the number of such Voting Stock in
      such
      Person that, when taken together with the Voting Stock in such Person pledged
      by
      other Grantors under the Pledge Agreement, shall exceed 66% of the total number
      of the Voting Stock issued by such Person and (ii) the Stock and Stock
      Equivalents of any Excluded Direct Subsidiary.




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




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




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




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




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




“ *Excluded
      Property Loss Event* ”
means
      any Property Loss Event, the proceeds of which are required to be used to prepay
      Indebtedness of Holdings or any of its Subsidiaries (or, in the case of
      non-Consolidated Investments, any direct or indirect parent company of such
      Subsidiary that is not a Loan Party) by the documentation governing such
      Indebtedness.




“ *Existing
      Credit Agreement* ”
has
      the
      meaning specified in the preamble to this Agreement.




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SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
        Infrastructure Company Inc.




“ *Facility* ”
means
      the Commitments and the provisions herein related to the Loans and Letters
      of
      Credit, including any additional commitment amounts provided pursuant to *Section
      2.17* .




“ *Federal
      Funds Rate* ”
means,
      for any period, a fluctuating interest rate per annum equal for each day during
      such period to the weighted average of the rates on overnight Federal funds
      transactions with members of the Federal Reserve System arranged by Federal
      funds brokers, as published for such day (or, if such day is not a Business
      Day,
      for the next preceding Business Day) by the Federal Reserve Bank of New York,
      or, if such rate is not so published for any day that is a Business Day, the
      average of the quotations for such day on such transactions received by the
      Administrative Agent from three Federal funds brokers of recognized standing
      selected by it.




“ *Federal
      Reserve Board* ”
means
      the Board of Governors of the United States Federal Reserve System, or any
      successor thereto.




“ *Fee
      Letter* ”
means
      that certain fee letter dated the date hereof, addressed to the Borrower and
      Holdings from Citicorp or its Affiliates and accepted by the Borrower and
      Holdings, with respect to, among other things, certain fees to be paid from
      time
      to time .




“ *Financial
      Covenant Debt* ”
of
      any
      Person mea ns ,
      without
      duplication, Indebtedness of the type specified in *clauses
      (a), (b), (d), (e), (f)* and *(h)* of
      the
      definition of “ *Indebtedness* ” ,
      Guaranty Obligations in respect of Indebtedness specified in such
      clauses ** and
      non-contingent obligations of the type specified in *clause
      (c)* of
      such
      definition; *provided* *,* that
      “ *Indebtedness* ”
shall
      not include Indebtedness owing by Holdings or the Borrower to the Borrower,
      Holdings or any of its Subsidiaries.




“ *Financial
      Statements* ”
means
      the financial statements of the Borrower and its Subsidiaries delivered in
      accordance with *Section
      4.4* *(* *Financial
      Statements* *)* and *Section
      6.1* *(* *Financial
      Statements* *).*




“ *Fiscal
      Quarter* ”
means
      each of the three month periods ending on March 31, June 30, September 30 and
      December 31.




“ *Fiscal
      Year* ”
means
      the twelve month period ending on December 31.




“ *Fund* ”
means
      any Person (other than a natural Person) that is or will be engaged in making,
      purchasing, holding or otherwise investing in commercial loans and similar
      extensions of credit in the ordinary course of its business.




“ *GAAP* ”
means
      generally accepted accounting principles in the United States of America as
      in
      effect from time to time set forth in the opinions and pronouncements of the
      Accounting Principles Board and the American Institute of Certified Public
      Accountants and the statements and pronouncements of the Financial Accounting
      Standards Board, or in such other statements by such other entity as may be
      in
      general use by significant segments of the accounting profession, that are
      applicable to the circumstances as of the date of determination.




“ *General
      Intangible* ”
has
      the
      meaning given to such term in the UCC.




16




SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
        Infrastructure Company Inc.




“ *Governmental
      Authority* ”
means
      any nation, sovereign or government, any state or other political subdivision
      thereof and any entity or authority exercising executive, legislative, judicial,
      regulatory or administrative functions of or pertaining to government, including
      any central bank or stock exchange.




“ *Grantor* ”
means
      the Borrower, Holdings or any other entity that becomes a party to the Pledge
      Agreement in accordance with Section 7.10 of the Pledge Agreement.




“ *Guarantor* ”
means,
      collectively, Holdings and each other Person that becomes a Guarantor pursuant
      to *Section
      7.8* *(* *Additional
      Guarantees* *)* .




“*Guaranty* ”
means
      the guaranty, dated as of the Closing Date, executed by Holdings and each other
      Guarantor that becomes a party thereto and attached hereto as *Exhibit G* *(* *Guaranty* *)* .




“ *Guaranty
      Obligation* ”
means,
      as applied to any Person, any direct or indirect liability, contingent or
      otherwise, of such Person with respect to any Indebtedness of another Person,
      if
      the purpose or intent of such Person in incurring the Guaranty Obligation is
      to
      provide assurance to the obligee of such Indebtedness that such Indebtedness
      will be paid or discharged, that any agreement relating thereto will be complied
      with, or that any holder of such Indebtedness will be protected (in whole or
      in
      part) against loss in respect thereof, including (a) the direct or indirect
      guaranty, endorsement (other than for collection or deposit in the ordinary
      course of business), co-making, discounting with recourse or sale with recourse
      by such Person of Indebtedness of another Person and (b) any liability of such
      Person for Indebtedness of another Person through any agreement (contingent
      or
      otherwise) (i) to purchase, repurchase or otherwise acquire such Indebtedness
      or
      any security therefor or to provide funds for the payment or discharge of such
      Indebtedness (whether in the form of a loan, advance, stock purchase, capital
      contribution or otherwise), (ii) to maintain the solvency or any balance sheet
      item, level of income or financial condition of another Person, (iii) to make
      take-or-pay or similar payments, if required, regardless of non-performance
      by
      any other party or parties to an agreement, (iv) to purchase, sell or lease
      (as
      lessor or lessee) property, or to purchase or sell services, primarily for
      the
      purpose of enabling the debtor to make payment of such Indebtedness or to assure
      the holder of such Indebtedness against loss or (v) to supply funds to, or
      in
      any other manner invest in, such other Person (including to pay for property
      or
      services irrespective of whether such property is received or such services
      are
      rendered), if in the case of any agreement described under *clause
      (b)(i)* , *(ii)* , *(iii)* , *(iv)* or *(v)* above
      the
      primary purpose or intent thereof is to provide assurance that Indebtedness
      of
      another Person will be paid or discharged, that any agreement relating thereto
      will be complied with or that any holder of such Indebtedness will be protected
      (in whole or in part) against loss in respect thereof. The amount of any
      Guaranty Obligation shall be equal to the amount of the Indebtedness so
      guaranteed or otherwise supported.




“ *Hedging
      Contracts* ”
means
      all Interest Rate Contracts, foreign exchange contracts, currency swap or option
      agreements, forward contracts, commodity swap, purchase or option agreements,
      other commodity price hedging arrangements and all other similar agreements
      or
      arrangements designed to alter the risks of any Person arising from fluctuations
      in interest rates, currency values or commodity prices.




“ *Holdings* ”
has
      the
      meaning specified in the preamble to this Agreement.




17




SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
        Infrastructure Company Inc.




“ *Indebtedness* ”
of
      any
      Person means without duplication (a) all indebtedness of such Person for
      borrowed money, (b) all obligations of such Person evidenced by notes, bonds,
      debentures or similar instruments or that bear interest, (c) all reimbursement
      and all obligations with respect to letters of credit, bankers’ acceptances,
      surety bonds and performance bonds, whether or not matured, (d) all indebtedness
      for the deferred purchase price of property or services, other than trade
      payables (which, for the avoidance of doubt, shall include payables to MI
      Management pursuant to the terms of the Management Services Agreement) incurred
      in the ordinary course of business that are not overdue, (e) all indebtedness
      of
      such Person created or arising under any conditional sale or other title
      retention agreement with respect to property acquired by such Person (even
      though the rights and remedies of the seller or lender under such agreement in
      the event of default are limited to repossession or sale of such property),
      (f)
      all Capital Lease Obligations of such Person and the present value of future
      rental payments under all synthetic leases, (g) all Guaranty Obligations of
      such
      Person, (h) all obligations of such Person to purchase, redeem, retire, defease
      or otherwise acquire for value any Stock or Stock Equivalents of such Person,
      valued, in the case of redeemable preferred stock, at the greater of its
      voluntary liquidation preference and its involuntary liquidation preference
      plus
      accrued and unpaid dividends, (i) all payments that such Person would have
      to
      make in the event of an early termination on the date Indebtedness of such
      Person is being determined in respect of Hedging Contracts of such Person and
      (j) all Indebtedness of the type referred to above secured by (or for which
      the
      holder of such Indebtedness has an existing right, contingent or otherwise,
      to
      be secured by) any Lien upon or in property (including Accounts and General
      Intangibles) owned by such Person, even though such Person has not assumed
      or
      become liable for the payment of such Indebtedness.




“ *Indemnified
      Matter* ” ** has
      the
      meaning specified in *Section
      11.4* *(* *Indemnities* *)* .




“ *Indemnitee* ”
has
      the
      meaning specified in *Section
      11.4* *(* *Indemnities* *)* .




“ *Initial
      Pledged Entities* ”
means
      each of the Borrower, Atlantic Aviation FBO Holdings LLC (formerly known as
      Macquarie FBO Holdings, LLC), a Delaware limited liability company, Macquarie
      District Energy Holdings LLC, a Delaware limited liability company, Macquarie
      Americas Parking Corporation, 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, Macquarie Gas Holdings LLC, a Delaware limited liability
      company, and Macquarie Terminal Holdings LLC, a Delaware limited liability
      company.




“ *Interest
      Coverage Ratio* ”
means,
      for any Measurement Period, the ratio of (a) Adjusted Cash From Operations
      for
      such Measurement Period to (b) Cash Interest Expense in respect of Financial
      Covenant Debt of any Loan Party for such Measurement Period.




“ *Interest
      Expense* ”
means,
      for any Loan Party for any Measurement Period, (a) Consolidated total interest
      expense of such Loan Party for such Measurement Period and including, in any
      event, interest capitalized during such Measurement Period and net costs under
      Interest Rate Contracts for such Measurement Period *minus* (b)
      Consolidated net gains of such Loan Party under Interest Rate Contracts for
      such
      Measurement Period.




18




SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
        Infrastructure Company Inc.




“ *Interest
      Period* ”
means,
      in the case of any Eurodollar Rate Loan, (a) initially, the period commencing
      on
      the date such Eurodollar Rate Loan is made or on the date of conversion of
      a
      Base Rate Loan to such Eurodollar Rate Loan and ending one, two, three or six
      months thereafter, as selected by the Borrower in its Notice of Borrowing or
      Notice of Conversion or Continuation given to the Administrative Agent pursuant
      to *Section
      2.2* *(* *Borrowing
      Procedures* *)* or *Section
      2.10* *(* *Conversion/Continuation
      Option* *)* and
      (b)
      thereafter, if such Loan is continued, in whole or in part, as a Eurodollar
      Rate
      Loan pursuant to *Section
      2.10* *(* *Conversion/Continuation
      Option* *)* ,
      a
      period commencing on the last day of the immediately preceding Interest Period
      therefor and ending one, two, three or six months thereafter, as selected by
      the
      Borrower in its Notice of Conversion or Continuation given to the Administrative
      Agent pursuant to *Section
      2.10* *(* *Conversion/Continuation
      Option* *)* ; *provided* , *however* , ** that
      all
      of the foregoing provisions relating to Interest Periods in respect of
      Eurodollar Rate Loans are subject to the following:




(i)  if
      any
      Interest Period would otherwise end on a day that is not a Business Day, such
      Interest Period shall be extended to the next succeeding Business Day, unless
      the result of such extension would be to extend such Interest Period into
      another calendar month, in which event such Interest Period shall end on the
      immediately preceding Business Day;




(ii)  any
      Interest Period that begins on the last Business Day of a calendar month (or
      on
      a day for which there is no numerically corresponding day in the calendar month
      at the end of such Interest Period) shall end on the last Business Day of a
      calendar month;




(iii)  the
      Borrower may not select any Interest Period that ends after the date of a
      scheduled principal payment on the Loans as set forth in *Article
      II* *(* *The
      Facilit* *y)* unless,
      after giving effect to such selection, the aggregate unpaid principal amount
      of
      the Loans for which Interest Periods end after such scheduled principal payment
      shall be equal to or less than the principal amount to which the Loans are
      required to be reduced after such scheduled principal payment is made;
      and




(iv)  there
      shall be outstanding at any one time no more than eight Interest Periods in
      the
      aggregate for all Loans.




“ *Interest
      Rate Contracts* ”
means
      all interest rate swap agreements, interest rate cap agreements, interest rate
      collar agreements and interest rate insurance.




“ *Inventory* ”
has
      the
      meaning given to such term in the UCC.




“ *Investment* ”
means,
      with respect to any Person, (a) any purchase or other acquisition by such Person
      of (i) any Security issued by, (ii) a beneficial interest in any Security issued
      by, or (iii) any other equity ownership interest in, any other Person, (b)
      any
      purchase by such Person of all or a significant part of the assets of a business
      conducted by any other Person, or all or substantially all of the assets
      constituting the business of a division, branch or other unit operation of
      any
      other Person, (c) any loan, advance (other than deposits with financial
      institutions available for withdrawal on ** demand,
      prepaid expenses, accounts receivable and similar items made or incurred in
      the
      ordinary course of business as presently conducted) or capital contribution
      by
      such Person to any other Person, including all Indebtedness of any other Person
      to such Person arising from a sale of property by such Person other than in
      the
      ordinary course of its business, and (d) any Guaranty Obligation incurred by
      such Person in respect of Indebtedness of any other Person.




19




SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
        Infrastructure Company Inc.




“ *IRS* ”
means
      the Internal Revenue Service of the United States or any successor
      thereto.




“ *Issue* ”
means,
      with respect to any Letter of Credit, to issue, ** extend
      the expiry of, renew or increase the maximum face amount (including by deleting
      or reducing any scheduled decrease in such maximum face amount) of, such Letter
      of Credit. The terms “ *Issued* ” ** and
      “ *Issuance* ” ** shall
      have a corresponding meaning.




“ *Issuer* ”
means
      (a) each of Citicorp and each other Lender party hereto on the Effective Date
      (or Affiliates of any of them, including, in the case of Citicorp, Citibank),
      each in their respective capacities as issuers of Letters of Credit hereunder
      and (b) each other Lender or Affiliate of a Lender that hereafter becomes an
      Issuer with the approval of the Administrative Agent and the Borrower by
      agreeing pursuant to an agreement with and in form and substance satisfactory
      to
      the Administrative Agent and the Borrower to be bound by the terms hereof
      applicable to Issuers.




“ *Land* ”
of
      any
      Person means all of those plots, pieces or parcels of land now owned, leased
      or
      hereafter acquired or leased or purported to be owned, leased or hereafter
      acquired or leased by such Person.




“ *Lender* ”
means
      each financial institution or other entity that (a) is listed on the signature
      pages hereof as a “ *Lender* ”, (b) from
      time
      to time becomes a Lender hereto by execution of an Assignment and Acceptance
      and
      (c) where applicable, becomes an additional Lender pursuant to *Section
      2.17* .




“ *Letter
      of Credit* ”
means
      any letter of credit Issued pursuant to *Section
      2.3* *(* *Letters
      of Credit* *)* .




“ *Letter
      of Credit Obligations* ”
means,
      at any time, the aggregate of all liabilities at such time of the Borrower
      to
      all Issuers with respect to Letters of Credit, whether or not any such liability
      is contingent, including, without duplication, the sum of (a) the Reimbursement
      Obligations at such time and (b) the Letter of Credit Undrawn Amounts at such
      time.




“ *Letter
      of Credit Reimbursement Agreement* ”
has
      the
      meaning specified in *Section
      2.3 (a)*  *(* *Letters
      of Credit* *)* .




“ *Letter
      of Credit Request* ”
has
      the
      meaning specified in *Section
      2.3 (c)* *(* *Letters
      of Credit* *)* .




“ *Letter
      of Credit Sublimit* ”
means
      an amount equal to the aggregate amount of the Commitments in effect from time
      to time. The Letter of Credit Sublimit is part of, and not in addition to,
      the
      Commitments.




“ *Letter
      of Credit Undrawn Amounts* ”
means,
      at any time, the aggregate undrawn face amount of all Letters of Credit
      outstanding at such time.




“ *Leverage
      Ratio* ”
means,
      as of any Calculation Date, the ratio of (a) Financial Covenant Debt of Holdings
      and the Borrower outstanding as of such Calculation Date to (b) Adjusted Cash
      From Operations for the Measurement Period ending on such Calculation
      Date.




20




SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
        Infrastructure Company Inc.




“ *Lien* ”
means
      any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit
      arrangement, encumbrance, lien (statutory or other), security interest or
      preference, priority or other security agreement or preferential arrangement
      of
      any kind or nature whatsoever intended to assure payment of any Indebtedness
      or
      the performance of any other obligation, including any conditional sale or
      other
      title retention agreement, the interest of a lessor under a Capital Lease and
      any financing lease having substantially the same economic effect as any of
      the
      foregoing, and the filing of any financing statement under the UCC or comparable
      law of any jurisdiction naming the owner of the asset to which such Lien relates
      as debtor.




“ *Loan* ”
has
      the
      meaning specified in *Section
      2.1* *(* *The
      Commitments* *)* .




“ *Loan
      Documents* ”
means,
      collectively, this Agreement, the Notes (if any), the Guaranty, the Fee Letter,
      each Letter of Credit Reimbursement Agreement, the Collateral Letter, the
      Collateral Documents and, to the extent designated in writing as a Loan Document
      by the Borrower and the Administrative Agent, each certificate, agreement or
      document executed by a Loan Party and delivered to the Administrative Agent
      or
      any Lender in connection with or pursuant to any of the foregoing.




“ *Loan
      Party* ”
means
      each of the Borrower, Holdings and each other Person, if any, that becomes
      a
      Guarantor.




“ *Management
      Services Agreement* ”
means
      that certain Amended and Restated Management Services Agreement, dated as of
      June 22, 2007, as amended on February 7, 2008, by and between Holdings, certain
      Subsidiaries of Holdings and MI Management, as in effect on the Effective Date
      and as may be amended, modified or otherwise supplemented from time to time
      in
      accordance with *Section
      8.6* *(* *Certain
      Agreements* *)* .




“ *Mandatory
      Prepayment Date* ”
has
      the
      meaning specified in *Section
      2.8* *(* *Mandatory
      Prepayments* ).




“ *Material
      Adverse Change* ”
means
      a
      material adverse change in the operations, assets, financial condition or
      business of the Borrower and Holdings, taken as a whole.




“ *Material
      Adverse Effect* ”
means
      a
      material adverse effect on (a) the operations, assets, financial condition
      or
      business of the Borrower and Holdings, taken as a whole, and (b) the legality,
      validity or enforceability of any Loan Document against the Borrower or any
      other Loan Party which would have a material adverse effect on the rights,
      remedies and benefits available to or conferred upon the Administrative Agent,
      the Lenders or the Issuers thereunder, taken as whole; *provided* ,
      that
      the inclusion in certain Contractual Obligations of Subsidiaries of the Loan
      Parties of provisions giving the counterparty thereto the right to terminate
      such Contractual Obligation upon the occurrence of a “ *change
      of control* ”
or
      similar event in connection with an Enforcement Action shall not, in and of
      themselves be deemed a material adverse effect on the rights, remedies and
      benefits available to or conferred upon the Administrative Agent, the Lenders
      or
      the Issuers thereunder, taken as a whole.




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




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




21




SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
        Infrastructure Company Inc.




“ *MICT* ”
means
      Macquarie Infrastructure Company Trust, a statutory trust organized under the
      laws of the state of Delaware, which was dissolved on June 25,
      2007.




“ *MI
      Management* ”
means
      Macquarie Infrastructure Management (USA) Inc, a Delaware
      corporation.




“ *Moody’s* ”
means
      Moody’s Investors Service, Inc.




“ *Net
      Cash Proceeds* ”
means
      proceeds received by Holdings, the Borrower or any of their respective
      Subsidiaries after the Effective Date in cash or Cash Equivalents from any
      (a) Asset Sale, other than an Excluded Asset Sale, ** net
      of
      (i) the reasonable cash costs of sale, assignment or other disposition
      (including, without limitation, sales and commission fees and legal, accounting
      and investment banking fees), (ii) taxes paid or reasonably estimated to be
      payable as a result thereof, (iii) appropriate amounts to be retained by such
      Person as a reserve, in accordance with GAAP, against liabilities associated
      with such Asset Sale, including liabilities under any indemnification
      obligations associated with such Asset Sale; *provided* ,
      that if
      and to the extent such reserves are no longer required to be maintained in
      accordance with GAAP, such amounts shall constitute Net Cash Proceeds to the
      extent such amounts would have otherwise constituted Net Cash Proceeds under
      this *clause
      (a)* ,
      and
      (iv) any amount required to be paid or prepaid on Indebtedness (other than
      the
      Obligations) of Holdings or any of its Subsidiaries (or, in the case of
      non-Consolidated Investments, any direct or indirect parent company of such
      Subsidiary that is not a Loan Party) by the documentation governing such
      Indebtedness as a consequence of such Asset Sale, *provided* , *however* , ** that
      reasonable evidence of each of *clauses
      (i)* , *(ii), (iii)* and *(iv)* above is
      provided to the Administrative Agent in form and substance reasonably
      satisfactory to it, (b) Property Loss Event (other than an Excluded Property
      Loss Event) net of (i) taxes paid or reasonably estimated to be payable as
      a
      result thereof and (ii) appropriate amounts to be retained by such Person as
      a
      reserve, in accordance with GAAP, against liabilities associated with such
      property; *provided* , *however* ,
      that
      reasonable evidence of each of *clauses
      (i)* and *(ii)* above
      is
      provided to the Administrative Agent in form and substance reasonably
      satisfactory to it, or (c)(i) Equity Issuance (other than any Excluded Equity
      Issuance) or (ii) any Debt Issuance (other than any Excluded Debt
      Issuance) *,* in
      each
      case net of brokers’ and advisors’ fees and other costs incurred in connection
      with such transaction; *provided* , *however* , ** that
      in
      the case of this *clause
      (c)* , ** reasonable
      evidence of such costs is provided to the Administrative Agent in form and
      substance reasonably satisfactory to it.




“ *Non-Cash
      Interest Expense* ”
means,
      with respect to any Loan Party for any Measurement Period, the sum of the
      following amounts to the extent included in the definition of Interest Expense
      (a) the amount of debt discount and debt issuance costs amortized, (b)
      charges relating to write-ups or write-downs in the book or carrying value
      of
      existing Financial Covenant Debt of any Loan Party, (c) interest payable in
      evidences of Indebtedness or by addition to the principal of the related
      Indebtedness and (d) other non-cash interest.




“ *Non-Consenting
      Lender* ”
has
      the
      meaning specified in *Section
      11.1 (c)* *(* *Amendments,
      Waivers, Etc.* *)* .




“ *Non-Funding
      Lender* ”
has
      the
      meaning specified in *Section
      2.2 (d)* *(* *Borrowing
      Procedures* *)* .




“ *Non-U.S.
      Lender* ”
means
      each Lender or Issuer (or the Administrative Agent) that is not a Domestic
      Person.




22




SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
        Infrastructure Company Inc.




“ *Note* ”
means
      a
      promissory note of the Borrower in substantially the form of *Exhibit
      B (Form of Note)* payable
      to the order of any Lender in a principal amount equal to the amount of such
      Lender’s Commitment evidencing the aggregate Indebtedness of the Borrower to
      such Lender resulting from the Loans owing to such Lender.




“ *Notice
      of Borrowing* ”
has
      the
      meaning specified in *Section
      2.2 (a)* *(Borrowing Procedures)* .




“ *Notice
      of Conversion or Continuation* ”
has
      the
      meaning specified in *Section
      2.10* *(* *Conversion/Continuation
      Option* *)* .




“ *Obligations* ”
means
      the Loans, the Letter of Credit Obligations and all other amounts, obligations,
      covenants and duties owing by the Borrower to the Administrative Agent, any
      Lender, any Issuer, any Affiliate of any of them or any Indemnitee, of every
      type and description (whether by reason of an extension of credit, opening
      or
      amendment of a letter of credit or payment of any draft drawn or other payment
      thereunder, loan, guaranty, indemnification, foreign exchange or currency swap
      transaction, interest rate hedging transaction or otherwise), present or future,
      arising under this Agreement or any other Loan Document, whether direct or
      indirect (including those acquired by assignment), absolute or contingent,
      due
      or to become due, now existing or hereafter arising and however acquired and
      whether or not evidenced by any note, guaranty or other instrument or for the
      payment of money, including all letter of credit, cash management and other
      fees, interest, charges, expenses, attorneys’ fees and disbursements, and other
      sums chargeable to the Borrower under this Agreement or any other Loan Document
      and all obligations of the Borrower **** under
      any
      Loan Document to provide cash collateral for any Letter of Credit
      Obligation.




“ *Outstandings* ”
means,
      at any particular time, the sum of (a) the principal amount of the Loans
      outstanding at such time and (b) the Letter of Credit Obligations outstanding
      at
      such time.




“ *Patriot
      Act* ”
means
      the Uniting and Strengthening America by Providing Appropriate Tools Required
      to
      Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L.
      No. 107-56 (signed into Law October 26, 2001)).




“ *Permit* ”
means
      any permit, approval, authorization, license, variance or permission required
      from a Governmental Authority under an applicable Requirement of
      Law.




“ *Permitted
      Affiliate Transactions* ”
means,
      collectively, (a) transactions with Affiliates involving consideration of less
      than $1,000,000 individually and $10,000,000 in the aggregate for all such
      transactions; (b) transactions with Affiliates pursuant to Contractual
      Obligations in effect on and as of the Effective Date as such Contractual
      Obligations may be amended, replaced or otherwise modified from time to time
      after the Effective Date to the extent such amendment, replacement or
      modification is not more disadvantageous to the interests of the Lenders, as
      reasonably determined in good faith by the Board of Directors (or equivalent
      governing body) (or any committee thereof) of Holdings, the Borrower or any
      other Loan Party, as applicable; (c) loans or advances to employees or officers
      of Holdings, the Borrower or any Subsidiaries of Holdings in the ordinary course
      of business as presently conducted other than any loans or advances that would
      be in violation of Section 402 of the Sarbanes-Oxley Act; (d) reasonable and
      customary (as determined in good faith by the Board of Directors (or equivalent
      governing body) (or any committee thereof) of Holdings, the Borrower or any
      other Loan Party, as applicable) fees, and other compensation payable to (and
      indemnities provided on behalf of) officers, directors, employees, advisors
      and
      consultants of Holdings, the Borrower or any such other Loan Party; (e)
      transactions among Holdings, the Borrower and their respective Subsidiaries;
      (f) transactions with Affiliates in connection with any non-Consolidated
      Investment of Holdings if Holdings, the Borrower or any other Loan Party
      participates in the ordinary course of business and on a basis no less
      advantageous than the basis on which the owners of the other Stock of such
      non-Consolidated Investment participate in such transaction; (g) agreements
      with
      Holdings or any Subsidiary of Holdings to provide for the commercially
      reasonable and equitable allocation of shared costs and expenses (including
      corporate overhead costs and expenses) of the MIC Group and (h) the Loans or
      other extensions of credit made to the Borrower by Macquarie Bank Limited in
      its
      capacity as a Lender or an Issuer pursuant to this Agreement and the other
      Loan
      Documents.




23




SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
        Infrastructure Company Inc.




“ *Person* ”
means
      an individual, partnership, corporation (including a business trust), joint
      stock company, estate, trust, limited liability company, unincorporated
      association, joint venture or other entity or a Governmental
      Authority.




“ *Pledge
      Agreement* ”
means
      the pledge agreement, dated as of the Closing Date, executed by the Borrower
      and
      each Guarantor as amended by Pledge Amendment No. 1 and 2, each dated April
      28,
      2006 and attached hereto as *Exhibit H*  *(* *Pledge
      Agreement* *)* .




“ *Pledged
      Stock* ”
has
      the
      meaning specified in the Pledge Agreement and shall include, as of the Effective
      Date, the Stock and Stock Equivalents of the Initial Pledged Entities owned
      by
      Holdings and the Borrower.




“ *Prior
      Commitment* ”
means,
      with respect to any Lender, such Lender’s “Commitment” under and as defined in
      the Existing Credit Agreement, if any, immediately prior to giving effect to
      this Agreement.




“ *Pro
      Forma Basis* ”
means, with
      respect to any calculation of compliance with any financial covenant or
      financial term, the calculation thereof in respect of the relevant Measurement
      Period after giving effect, on a *pro
      forma* basis,
      to each Acquisition and each Investment consummated during such Measurement
      Period ( *provided* ,
      that in
      the case of any Acquisition of, or Investment in, property or assets (other
      than
      Stock), such *pro
      forma* calculation
      shall only apply to each Fiscal Quarter during such Measurement Period for
      which
      historical financial results accounted for in accordance with GAAP for the
      property or assets so acquired are available) for which aggregate consideration
      paid by Holdings or any of its Subsidiaries shall be equal to or greater than
      $25,000,000, together with all transactions relating thereto consummated during
      such Measurement Period (including any incurrence, assumption, refinancing
      or
      repayment of Indebtedness), as if such Acquisition or Investment, as the case
      may be, and related transactions had been consummated on the first day of such
      Measurement Period, in each case, as determined in good faith by a Responsible
      Officer of Holdings and based on historical results accounted for in accordance
      with GAAP and, for any fiscal period ending on or prior to the first anniversary
      of such Acquisition or such Investment, may include adjustments to reflect
      operating expense and cost reductions reasonably expected to result from such
      Acquisition or such Investment, as the case may be, and related transactions *less* the
      amounts reasonably expected to be incurred by Holdings and its Subsidiaries
      to
      achieve such expense and cost savings and, to the extent practicable,
      adjustments in accordance with Regulation S-X of the Securities Act of 1933,
      to
      the extent that Holdings delivers to the Administrative Agent (a) a certificate
      of a Responsible Officer of Holdings setting forth such operating expense and
      cost reductions and the costs to achieve such reductions and (b) information
      and
      calculations supporting in reasonable detail such estimated operating expenses,
      cost reductions and the costs to achieve such reductions.




24




SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
        Infrastructure Company Inc.




“ *Proceeds* ”
has
      the
      meaning given to such term in the UCC.




“ *Projected
      Debt Service Coverage Ratio* ”
means,
      with respect to any proposed Acquisition or Investment, the ratio of (a) the
      cash flow projected to be available from the proposed Acquisition or Investment
      to repay scheduled payments of principal and interest in respect of the
      applicable Qualified Acquisition Debt (determined based upon a base case model
      and calculations used by Holdings or any of its Subsidiaries in connection
      with
      such Acquisition or Investment (such model and calculations to be reasonably
      acceptable to the Administrative Agent), as the case may be, a copy of which
      shall have been delivered to the Administrative Agent) to (b) the scheduled
      payments of principal and interest in respect of the applicable Qualified
      Acquisition Debt (excluding any scheduled repayments of principal at the
      maturity of such Qualified Acquisition Debt).




“ *Property
      Loss Event* ”
means
      (a) any loss of or damage to property of Holdings or any of its Subsidiaries  that
      results in the receipt by such Person of proceeds of insurance in excess of
      $5,000,000 (individually or in the aggregate) or (b) any taking of property
      of
      Holdings or any of its Subsidiaries that results in the receipt by such Person
      of a compensation payment in respect thereof in excess of $5,000,000
      (individually or in the aggregate).




“ *Purchasing
      Lender* ”
has
      the
      meaning specified in *Section
      11.7* *(* *Sharing
      of Payments, Etc.* *)* .




“ *Qualified
      Acquisition Debt* ”
means
      any Indebtedness incurred or assumed in connection with an Acquisition or
      Investment; *provided* ,
      that
      (a) the amount of such Indebtedness does not exceed the sum of (i) the total
      consideration paid in respect of such Acquisition plus (ii) the amount of the
      fees and other out of pocket costs and expenses incurred in connection with
      such
      Acquisition and such Indebtedness; (b) after giving effect to such Indebtedness,
      the Projected Debt Service Coverage Ratio shall not be less than 1.00 to 1.00
      for each full Fiscal Year thereafter occurring prior to the Scheduled
      Termination Date to the extent such Indebtedness remains outstanding; and (c)
      the Borrower shall have delivered to the Administrative Agent a certificate
      of a
      Responsible Officer certifying (together with the base case model and
      calculations used by Holdings or any of its Subsidiaries in connection with
      such
      Acquisition) that each of conditions specified in the foregoing *clauses
      (a) and (b)* have
      been satisfied.




“ *Ratable
      Portion* ”
or
      (other than in the expression “ *equally
      and ratably* ”) ** “ *ratably* ” ** means,
      with respect to any Lender, the percentage obtained by dividing (a) the
      Commitment of such Lender by (b) the aggregate Commitments of all Lenders (or,
      at any time after the Commitment Termination Date, the percentage obtained
      by
      dividing the Outstandings owing to such Lender by the Outstandings owing to
      all
      Lenders).




“ *Real
      Property* ”
of
      any
      Person means the Land of such Person, together with the right, title and
      interest of such Person, if any, in and to the streets, the Land lying in the
      bed of any streets, roads or avenues, opened or proposed, in front of, the
      air
      space and development rights pertaining to the Land and the right to use such
      air space and development rights, all rights of way, privileges, liberties,
      tenements, hereditaments and appurtenances belonging or in any way appertaining
      thereto, all fixtures, all easements now or hereafter benefiting the Land and
      all royalties and rights appertaining to the use and enjoyment of the Land,
      including all alley, vault, drainage, mineral, water, oil and gas rights,
      together with all of the buildings and other improvements now or hereafter
      erected on the Land and any fixtures appurtenant thereto.




25




SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
        Infrastructure Company Inc.




“ *Register* ”
has
      the
      meaning specified in *Section
      2.6* *(* *Evidence
      of Debt* *).*




“ *Reimbursement
      Date* ”
has
      the
      meaning specified in *Section
      2.3 (h)* *(* *Letters
      of Credit* *)* .




“ *Reimbursement
      Obligations* ”
means,
      as and when matured, the obligation of the Borrower to pay, on the date payment
      is made or scheduled to be made to the beneficiary under each such Letter of
      Credit (or at such other date as may be specified in the applicable Letter
      of
      Credit Reimbursement Agreement), all amounts of each draft and other requests
      for payments drawn under Letters of Credit, and all other matured reimbursement
      or repayment obligations of the Borrower to any Issuer with respect to amounts
      drawn under Letters of Credit.




“ *Release* ”
means,
      with respect to any Person, any release, spill, emission, leaking, pumping,
      injection, deposit, disposal, discharge, dispersal, leaching or migration,
      in
      each case, of any Contaminant into the indoor or outdoor environment or into
      or
      out of any property owned, leased or operated by such Person, including the
      movement of Contaminants through or in the air, soil, surface water, ground
      water or property.




“ *Remedial
      Action* ”
means
      all actions required to (a) clean up, remove, treat or in any other way address
      any Contaminant in the indoor or outdoor environment, (b) prevent the Release
      or
      threat of Release or minimize the further Release so that a Contaminant does
      not
      migrate or endanger or threaten to endanger public health or welfare or the
      indoor or outdoor environment or (c) perform pre-remedial studies and
      investigations and post-remedial monitoring and care.




“ *Requirement
      of Law* ”
means,
      with respect to any Person, the common law and all federal, state, local and
      foreign laws, treaties, rules and regulations, orders, judgments, decrees and
      other determinations of, concessions, grants, franchises, licenses and other
      Contractual Obligations with, any Governmental Authority or arbitrator,
      applicable to or binding upon such Person or any of its property or to which
      such Person or any of its property is subject.




“ *Requisite
      Lenders* ”
means,
      collectively, Lenders having more than fifty percent (50%) of the sum of (a)
      the
      aggregate outstanding amount of the Commitments or (b) after the Commitment
      Termination Date, the Outstandings. A Non-Funding Lender shall not be included
      in the calculation of “ *Requisite
      Lenders.* ”




“ *Responsible
      Officer* ”
means,
      with respect to any Person, any of the principal executive officers, managing
      members or general partners of such Person but, in any event, with respect
      to
      financial matters, the chief financial officer, treasurer or controller of
      such
      Person.




“ *Restricted
      Payment* ”
means
      (a) any dividend, distribution or any other payment whether direct or indirect,
      on account of any Stock or Stock Equivalent of any Person or any of its
      Subsidiaries now or hereafter outstanding and (b) any redemption, retirement,
      sinking fund or similar payment, purchase or other acquisition for value, direct
      or indirect, of any Stock or Stock Equivalent of any Person or any of its
      Subsidiaries now or hereafter outstanding.




26




SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
        Infrastructure Company Inc.




“ *S&P* ”
means
      Standard & Poor’s Rating Services.




“ *Sarbanes-Oxley
      Act* ”
means
      the United States Sarbanes-Oxley Act of 2002.




“ *Scheduled
      Termination Date* ”
means
      March 31, 2010.




“ *Secured
      Obligations* ”
means,
      in the case of the Borrower, the Obligations, and, in the case of any other
      Loan
      Party, the obligations of such Loan Party under the Guaranty and the other
      Loan
      Documents to which it is a party.




“ *Secured
      Parties* ”
means
      the Lenders, the Issuers, the Administrative Agent and any other holder of
      any
      Secured Obligation.




“ *Securities
      Account* ”
has
      the
      meaning given to such term in the UCC.




“ *Securities
      Intermediary* ”
has
      the
      meaning given to such term in the Pledge Agreement.




“ *Security* ”
means
      any Stock, Stock Equivalent, voting trust certificate, bond, debenture, note
      or
      other evidence of Indebtedness, whether secured, unsecured, convertible or
      subordinated, or any certificate of interest, share or participation in, any
      temporary or interim certificate for the purchase or acquisition of, or any
      right to subscribe to, purchase or acquire, any of the foregoing, but shall
      not
      include any evidence of the Obligations.




“ *Selling
      Lender* ”
has
      the
      meaning specified in *Section
      11.7* *(* *Sharing
      of Payments, Etc.* *)* .




“ *Solvent* ”
means,
      with respect to any Person as of any date of determination, that, as of such
      date, (a) the fair value of the assets of such Person is greater than the total
      amount of liabilities (including contingent and unliquidated liabilities) of
      such Person, (b) the present fair salable value of the assets of such Person
      is
      not less than the amount that will be required to pay the probable liabilities
      of such Person on its debts as they become matured, (c) such Person does
      not intend to, and does not believe that it will incur debts or liabilities
      beyond such Person’s ability to pay such debts and liabilities as they mature
      and (d) such Person is not engaged in a business or a transaction, and is not
      about to engage in a business or transaction, for which such Person’s assets
      would constitute an unreasonably small capital. In computing the amount of
      contingent or unliquidated liabilities at any time, such liabilities shall
      be
      computed at the amount that, in light of all the facts and circumstances
      existing at such time, represents the amount that can reasonably be expected
      to
      become an actual or matured liability.




“ *Special
      Purpose Vehicle* ”
means
      any special purpose funding vehicle identified as such in writing by any Lender
      to the Administrative Agent.




“ *Standby
      Letter of Credit* ”
means
      any Letter of Credit that is not a Documentary Letter of Credit.




“ *Stock* ”
means
      shares of capital stock (whether denominated as common stock or preferred
      stock), beneficial, partnership or membership interests, participations or
      other
      equivalents (regardless of how designated) of or in a corporation, partnership,
      limited liability company or equivalent entity, whether voting or
      non-voting.




27




SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
        Infrastructure Company Inc.




“ *Stock
      Equivalents* ”
means
      all securities convertible into or exchangeable for Stock and all warrants,
      options or other rights to purchase or subscribe for any Stock, whether or
      not
      presently convertible, exchangeable or exercisable.




“ *Subsidiary* ”
means,
      with respect to any Person, any corporation, partnership, limited liability
      company or other business entity of which an aggregate of 50% or more of the
      outstanding Voting Stock is, at the time, directly or indirectly, owned or
      controlled by such Person or one or more Subsidiaries of such
      Person.




“ *Subsidiary
      Default Event* ”
has
      the
      meaning specified in *Section
      6.6* ( *Default
      Under Existing Subsidiary Debt Agreements* ).




“ *Substitute
      Institution* ”
has
      the
      meaning specified in ** *Section
      2.16* *(* *Substitution
      of Lenders* *).*




“ *Substitution
      Notice* ”
has
      the
      meaning specified in *Section
      2.16* *(* *Substitution
      of Lenders* *).*




“ *2004
      S-1/A* ”
means
      the report on Form S-1/A (including all exhibits thereto) filed by MICT with
      the
      Securities and Exchange Commission on December 13, 2004.




“ *Tax
      Return* ”
has
      the
      meaning specified in *Section
      4.8* *(* *Taxes* *)* .




“ *Taxes* ”
has
      the
      meaning specified in *Section
      2.15 (a)* *(* *Taxes* *)* .




“ *Trust
      Indenture Act* ”
has
      the
      meaning specified in *Section
      10.1(d) (Authorization and Action)* .




“ *UCC* ”
has
      the
      meaning specified in the Pledge Agreement.




“ *Unused
      Commitment Fee* ”
has
      the
      meaning specified in *Section
      2.11 (a)* .




“ *U.S.
      Lender* ”
means
      each Lender or Issuer (or the Administrative Agent) that is a Domestic
      Person.




“ *Voting
      Stock* ”
means
      Stock of any Person having ordinary power to vote in the election of members
      of
      the board of directors, managers, trustees or other controlling Persons, of
      such
      Person (irrespective of whether, at the time, Stock of any other class or
      classes of such entity shall have or might have voting power by reason of the
      happening of any contingency).




“ *Wholly-Owned
      Subsidiary* ”
of
      any
      Person means any Subsidiary of such Person, all of the Stock of which (other
      than director’s qualifying shares, as may be required by law) is owned by such
      Person, either directly or indirectly through one or more Wholly-Owned
      Subsidiaries of such Person.




“ *Working
      Capital Sublimit* ”
has
      the
      meaning specified in ** *Section
      4.12* *(* *Use
      of Proceeds* *)* .




28




SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
        Infrastructure Company Inc.




**Section
      1.2****Computation
      of Time Periods**




In
      this
      Agreement, in the computation of periods of time from a specified date to a
      later specified date, the word “ *from* ” ** means **** “ *from
      and including* ” ** and
      the
      words “ *to* ” ** and
      “ *until* ” ** each
      mean
“ *to
      but excluding* ” ** and
      the
      word “ *through* ” ** means
      “ *to
      and including.* ”




**Section
      1.3****Accounting
      Terms and Principles**




(a)  Except
      as
      set forth below, all accounting terms not specifically defined herein shall
      be
      construed in conformity with GAAP and all accounting determinations required
      to
      be made pursuant hereto (including for purpose of measuring compliance with *Article
      V* ( *Financial
      Covenants* ))
      shall,
      unless expressly otherwise provided herein, be made in conformity with
      GAAP.




(b)  If
      any
      change in the accounting principles used in the preparation of the most recent
      Financial Statements referred to in *Section
      6.1* ( *Financial
      Statements* )
      is
      hereafter required or permitted by the rules, regulations, pronouncements and
      opinions of the Financial Accounting Standards Board or the American Institute
      of Certified Public Accountants (or any successors thereto) and such change
      is
      adopted by the Borrower with the agreement of the Borrower’s Accountants and
      results in a change in any of the calculations required by *Article
      V* ( *Financial
      Covenants* )
      or *VIII* ( *Negative
      Covenants* )
      that
      would not have resulted had such accounting change not occurred, the parties
      hereto agree to enter into good faith negotiations in order to amend such
      provisions so as to equitably reflect such change such that the criteria for
      evaluating compliance with such covenants by the Borrower shall be the same
      after such change as if such change had not been made; provided, however, that
      no change in GAAP that would affect a calculation that measures compliance
      with
      any covenant contained in *Article
      V* ( *Financial
      Covenants* )
      or *VIII* ( *Negative
      Covenants* )
      shall
      be given effect until such provisions are amended to reflect such changes in
      GAAP.




(c)  For
      purposes of making all financial calculations to determine compliance with
      any
      financial covenant or financial term (including *Article
      V* ( *Financial
      Covenants* *)* and *Section
      3.2 (c)* *(Pro
      Forma Compliance with Leverage Ratio)* ,
      all
      components of such calculations shall be adjusted to include or exclude, as
      the
      case may be, without duplication, such components of such calculations
      attributable to any business or assets that have been acquired by Holdings
      or
      any of its Subsidiaries (including through Acquisitions) after the first day
      of
      the applicable Measurement Period and prior to the end of such Measurement
      Period, as determined in good faith by the Borrower on a Pro Forma
      Basis.




(d)  All
      references to Financial Statements, financial reporting and financial
      information, including, all financial calculations to determine compliance
      with
      any financial covenant or financial term (including *Article
      V* ( *Financial
      Covenants* )) ** and *Section
      3.2(c) (Pro Forma Compliance with Leverage Ratio)* or
      for
      any other purpose hereunder shall mean and be a reference to or determined
      by
      reference to (i) for any period occurring prior to June 25, 2007, the Financial
      Statements and financial information of MICT, Holdings and Holdings’
Subsidiaries, (ii) for any period occurring after June 25, 2007, the Financial
      Statements and other financial information of Holdings and Holdings’
Subsidiaries and (iii) for any period straddling June 25, 2007, the Financial
      Statements and financial information for MICT and its Subsidiaries for all
      dates
      up to June 25, 2007 and the Financial Statements and financial information
      of
      Holdings and its Subsidiaries for all dates from and after June 25, 2007; *provided*  *further* that (A)
      the Financial Statements of the MIC Group used to make such calculations shall
      be limited to those Financial Statements including only Holdings and Holdings’
Subsidiaries and (B) to the extent that any such Financial Statements include
      financial information for any Person other than Holdings or Holdings’
Subsidiaries (each such Person, an “ *Excluded
      Entity* ”),
      all
      such financial calculations and Financial Statements shall be adjusted to
      exclude the financial information of each Excluded Entity.




29


SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
        Infrastructure Company Inc.




**Section
      1.4****Certain
      Terms**




(a)  The
      terms
“ *herein,* ”
      “ *hereof,* ”
      “ *hereto* ”
and
      “ *hereunder* ”
and
      similar terms refer to this Agreement as a whole and not to any particular
      Article, Section, subsection or clause in, this Agreement.




(b)  Unless
      otherwise expressly indicated herein, (i) references in this Agreement to an
      Exhibit, Schedule, Article, Section, clause or sub-clause refer to the
      appropriate Exhibit or Schedule to, or Article, Section, clause or sub-clause
      in
      this Agreement and (ii) the words “ *above* ”
and
      “ *below* ”,
      when
      following a reference to a clause or a sub-clause of any Loan Document, refer
      to
      a clause or sub-clause within, respectively, the same Section or
      clause.




(c)  Each
      agreement defined in this *Article
      I* shall
      include all appendices, exhibits and schedules thereto. Unless the prior written
      consent of the Requisite Lenders is required hereunder for an amendment,
      restatement, supplement or other modification to any such agreement and such
      consent is not obtained, references in this Agreement to such agreement shall
      be
      to such agreement as so amended, restated, supplemented or
      modified.




(d)  References
      in this Agreement to any statute shall be to such statute as amended or modified
      from time to time and to any successor legislation thereto, in each case as
      in
      effect at the time any such reference is operative.




(e)  The
      term
“ *including* ”
when
      used in any Loan Document means “ *including
      without limitation* ”
except
      when used in the computation of time periods.




(f)  The
      terms
“ *Lender,* ”
      “ *Issuer* ”
and
      “ *Administrative
      Agent* ”
      include, without limitation, their respective successors.




(g)  Upon
      the
      appointment of any successor Administrative Agent pursuant to *Section
      10.7*  ( *Successor
      Administrative Agent* ),
      references to Citicorp in ** *Section
      10.4* ( *The
      Administrative Agent Individually* )
      and to
      Citibank in the definitions of Base Rate and Eurodollar Rate shall be deemed
      to
      refer to the financial institution then acting as the Administrative Agent
      or
      one of its Affiliates if it so designates.




**Section
      1.5****Loan
      Document Definitions**




The
      parties hereto agree that, unless otherwise defined or stated therein,
      capitalized terms used in each Loan Document shall have the meanings ascribed
      to
      such terms in this Agreement.




30


SECOND
          AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
          Infrastructure Company Inc.
 **ARTICLE
        II**




**THE
      FACILITY**




**Section
      2.1****The
      Commitments****.** On
      the
      Effective Date (i) all Loans under (and as defined in) the Existing Credit
      Agreement shall be deemed to be Loans outstanding under this Agreement and
      (ii)
      on the terms and subject to the conditions contained in this Agreement, each
      Lender severally agrees to make loans in Dollars (each a “ *Loan* ”)
      to the
      Borrower from time to time on any Business Day during the period from the
      Effective Date until the Commitment Termination Date in an aggregate principal
      amount at any time outstanding for all such Loans by such Lender not to exceed
      such Lender’s Commitment; *provided* , *however* ,
      that at
      no time shall any Lender be obligated to make a Loan, (A) in excess of such
      Lender’s Ratable Portion of the Available Credit or (B) for the purposes
      specified in ** *Section
      4.12 (a)* *(* *Use
      of Proceeds* *)* if the
      aggregate outstanding Loans and Letters of Credit used for the purposes
      specified in ** *Section
      4.12 (a)* *(* *Use
      of Proceeds* *)* would
      exceed the Working Capital Sublimit. Within the limits of the Commitment of
      each
      Lender, amounts of Loans repaid may be reborrowed under this *Section
      2.1* .




**Section
      2.2****Borrowing
      Procedures**




(a)  Each
      Borrowing shall be made on notice given by the Borrower to the Administrative
      Agent not later than 11:00 a.m. (New York time) three Business Days prior to
      the
      date of the proposed Borrowing of Base Rate Loans or Eurodollar Rate Loans,
      as
      the case may be. Each such notice shall be in substantially the form of *Exhibit C* ( *Form
      of Notice of Borrowing* )
      (a
“ *Notice
      of Borrowing* ”),
      specifying, (A) the date of such proposed Borrowing, (B) the aggregate amount
      of
      such proposed Borrowing, (C) whether any portion of the proposed Borrowing
      will
      be Base Rate Loans or Eurodollar Rate Loans, (D) whether any proceeds of such
      Borrowing will be used for the purposes specified in *Section
      4.12* *(a)(ii)
      (Use of Proceeds)* ,
      and if
      so, the utilized amount of the Working Capital Sublimit after giving effect
      to
      such Borrowing, and (E) for each Eurodollar Rate Loan, the initial Interest
      Period or Periods thereof. Loans shall be made as Base Rate Loans unless,
      subject to *Section
      2.13* ( *Special
      Provisions Governing Eurodollar Rate Loans* ),
      the
      Notice of Borrowing specifies that all or a portion thereof shall be Eurodollar
      Rate Loans. Each Borrowing shall be in an aggregate amount of not less than
      $5,000,000 or an integral multiple of $1,000,000 in excess thereof.




(b)  The
      Administrative Agent shall give to each Lender prompt notice (and in any event
      within two Business Days of receipt) of the Administrative Agent’s receipt of a
      Notice of Borrowing and, if Eurodollar Rate Loans are properly requested in
      such
      Notice of Borrowing, the applicable interest rate determined pursuant to *Section
      2.13 (a)* ( *Determination
      of Interest Rate* ).
      Each
      Lender shall, before 1:00 p.m. (New York time) on the date of the proposed
      Borrowing, make available to the Administrative Agent at its address referred
      to
      in *Section
      11.8* ( *Notices,
      Etc.* ),
      in
      immediately available funds, such Lender’s Ratable Portion of such proposed
      Borrowing. Upon fulfillment (or due waiver in accordance with *Section
      11.1* ( *Amendments,
      Waivers, Etc.* ))
      (i) on
      the Effective Date, of the applicable conditions set forth in ** *Section
      3.1* *(* *Conditions
      Precedent to Effectiveness* *)* and
      (ii)
      at any time (including the Effective Date), of the applicable conditions set
      forth in ** *Section
      3.2* *(* *Conditions
      Precedent to Each Loan and Letter of Credit* ),
      and
      after the Administrative Agent’s receipt of such funds, the Administrative Agent
      shall make such funds available to the Borrower.




31
 
 SECOND
          AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
          Infrastructure Company Inc.


(c)  Unless
      the Administrative Agent shall have received notice from a Lender prior to
      the
      date of any proposed Borrowing that such Lender will not make available to
      the
      Administrative Agent such Lender’s Ratable Portion of such Borrowing (or any
      portion thereof), the Administrative Agent may assume that such Lender has
      made
      such Ratable Portion available to the Administrative Agent on the date of such
      Borrowing in accordance with this *Section
      2.2* and
      the
      Administrative Agent may, in reliance upon such assumption, make available
      to
      the Borrower on such date a corresponding amount. If and to the extent that
      such
      Lender shall not have so made such Ratable Portion available to the
      Administrative Agent, such Lender and the Borrower severally agree to repay
      to
      the Administrative Agent forthwith on demand such corresponding amount together
      with interest thereon, for each day from the date such amount is made available
      to the Borrower until the date such amount is repaid to the Administrative
      Agent, at (i) in the case of the Borrower, the interest rate applicable at
      the
      time to the Loans comprising such Borrowing and (ii) in the case of such Lender,
      the Federal Funds Rate for the first Business Day and thereafter at the interest
      rate applicable at the time to the Loans comprising such Borrowing. If such
      Lender shall repay to the Administrative Agent such corresponding amount, such
      corresponding amount so repaid shall constitute such Lender’s Loan as part of
      such Borrowing for purposes of this Agreement. If the Borrower shall repay
      to
      the Administrative Agent such corresponding amount, such payment shall not
      relieve such Lender of any obligation it may have hereunder to the
      Borrower.




(d)  The
      failure of any Lender to make on the date specified any Loan or any payment
      required by it (such Lender being a “ *Non-Funding
      Lender* ”),
      including any payment in respect of its participation in Letter of Credit
      Obligations, shall not relieve any other Lender of its obligations to make
      such
      Loan or payment on such date but no such other Lender shall be responsible
      for
      the failure of any Non-Funding Lender to make a Loan or payment required under
      this Agreement.




**Section
      2.3****Letters
      of Credit**




(a)  On
      the
      Effective Date (i) all Letters of Credit under the Existing Credit Agreement
      shall be deemed to be Letters of Credit outstanding under this Agreement and
      (ii) on the terms and subject to the conditions contained in this Agreement,
      each Issuer agrees to Issue at the request of the Borrower and for the account
      of the Borrower one or more Letters of Credit from time to time on any Business
      Day during the period commencing on the Effective Date and ending on the earlier
      of the Commitment Termination Date and 30 days prior to the Scheduled
      Termination Date; *provided* , *however* ,
      that no
      Issuer shall be under any obligation to Issue (and, upon the occurrence of
      any
      of the events described in *clauses* *(ii)* , *(iii)* , *(iv)* , *(v)* ,
      and *(vi)(A)*  below ,
      shall
      not Issue) any Letter of Credit upon the occurrence of any of the following:




(i)  any
      order, judgment or decree of any Governmental Authority or arbitrator shall
      purport by its terms to enjoin or restrain such Issuer from Issuing such Letter
      of Credit or any Requirement of Law applicable to such Issuer or any request
      or
      directive (whether or not having the force of law) from any Governmental
      Authority with jurisdiction over such Issuer shall prohibit, or request that
      such Issuer refrain from, the Issuance of letters of credit generally or such
      Letter of Credit in particular or shall impose upon such Issuer with respect
      to
      such Letter of Credit any restriction or reserve or capital requirement (for
      which such Issuer is not otherwise compensated) not in effect on the Effective
      Date or result in any unreimbursed loss, cost or expense that was not
      applicable, in effect or known to such Issuer as of the Effective Date and
      that
      such Issuer in good faith deems material to it;




(ii)  such
      Issuer shall have received any written notice of the type described in *clause* *(d)*  below ;




(iii)  after
      giving effect to the Issuance of such Letter of Credit, (A) the aggregate
      Outstandings would exceed the aggregate Commitments in effect at such time
      or
      (B) the outstanding Loans and Letters of Credit used for the purpose specified
      in *Section
      4.12* *(a)(ii)*  *(Use
      of Proceeds)* would
      exceed the Working Capital Sublimit;




32
 
 SECOND
            AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.


(iv)  after
      giving effect to the Issuance of such Letter of Credit, the sum of (i) the
      Letter of Credit Undrawn Amounts at such time and (ii) the Reimbursement
      Obligations at such time exceeds the Letter of Credit Sublimit;




(v)  such
      Letter of Credit is requested to be denominated in any currency other than
      Dollars; or




(vi)  (A) any fees
      due in connection with a requested Issuance have not been paid, (B) such
      Letter of Credit is requested to be Issued in a form that is not reasonably
      acceptable to such Issuer or (C) the
      Issuer for such Letter of Credit shall not have received, in form and substance
      reasonably acceptable to it and, if applicable, duly executed by such Borrower,
      applications, agreements and other documentation (collectively, a “ *Letter
      of Credit Reimbursement Agreement* ”)
      that
      such Issuer generally employs in the ordinary course of its business for the
      Issuance of letters of credit of the type of such Letter of Credit.




Notwithstanding
      anything in this Agreement to the contrary, no Issuer shall be required to
      Issue
      or amend any Letter of Credit Issued by it if, after giving effect to such
      Issuance or amendment, the aggregate face amount of all Letters of Credit Issued
      by such Issuer would exceed the Commitment of such Issuer in its capacity as
      a
      Lender or, in the case of any Issuer that is not a Lender hereunder, the
      Commitment of the Affiliate of such Issuer that is a Lender hereunder.




(b)  In
      no
      event shall the expiration date of any Letter of Credit (i) be more than one
      year after the date of issuance thereof or (ii) be less than five days prior
      to
      the Scheduled Termination Date; *provided* , *however* ,
      that
      any Letter of Credit with a term less than or equal to one year may provide
      for
      the renewal thereof for additional periods less than or equal to one year,
      as
      long as, (A) on or before the expiration of each such term and each such period,
      the Borrower and the Issuer of such Letter or Credit shall have the option
      to
      prevent such renewal and (B) neither the Issuer nor the Borrower shall permit
      any such renewal to extend the expiration date of any Letter beyond the date
      set
      forth in *clause*  *(ii)* above .




(c)  In
      connection with the Issuance of each Letter of Credit, the Borrower shall give
      the relevant Issuer and the Administrative Agent at least two Business Days’
prior written notice, in substantially the form of *Exhibit D* ( *Form
      of Letter of Credit Request* ) ** (or
      in
      such other written or electronic form as is acceptable to the Issuer), of the
      requested Issuance of such Letter of Credit (a “ *Letter
      of Credit Request* ”).
      Such
      notice shall be irrevocable and shall specify the Issuer of such Letter of
      Credit, the face amount of the Letter of Credit requested (which shall not
      be
      less than $5,000,000) the date of Issuance of such requested Letter of Credit,
      the date on which such Letter of Credit is to expire (which date shall be a
      Business Day) and, in the case of an issuance, the Person for whose benefit
      the
      requested Letter of Credit is to be issued. Such notice, to be effective, must
      be received by the relevant Issuer and the Administrative Agent not later than
      11:00 a.m. (New York time) on the second Business Day prior to the requested
      Issuance of such Letter of Credit.




33
 
 SECOND
            AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.


(d)  Subject
      to the satisfaction of the conditions set forth in this *Section
      2.3* ,
      the
      relevant Issuer shall, on the requested date, Issue a Letter of Credit on behalf
      of the Borrower in accordance with such Issuer’s usual and customary business
      practices. No Issuer shall Issue any Letter of Credit in the period commencing
      on the first Business Day after it receives written notice from any Lender
      that
      one or more of the conditions precedent contained in *Section
      3.2* *(* *Conditions
      Precedent to Each Loan and Letter of Credit* *)* or *clause* *(a)*  above (other
      than those conditions set forth in *clauses* *(a)(i)* , *(a)(vi)(B)* and *(C)*  above and, to
      the extent such clause relates to fees owing to the Issuer of such Letter of
      Credit and its Affiliates, *clause* *(a)(vi)(A)* ** above)
      are not on such date satisfied or duly waived and ending when such conditions
      are satisfied or duly waived. No Issuer shall otherwise be required to determine
      that, or take notice whether, the conditions precedent set forth in *Section
      3.2* *(* *Conditions
      Precedent to Each Loan and Letter of Credit* *)* have
      been satisfied in connection with the Issuance of any Letter of
      Credit.




(e)  The
      Borrower agrees that, if requested by the Issuer of any Letter of Credit, it
      shall execute a Letter of Credit Reimbursement Agreement in respect to any
      Letter of Credit Issued hereunder. In the event of any conflict between the
      terms of any Letter of Credit Reimbursement Agreement and this Agreement, the
      terms of this Agreement shall govern.




(f)  Each
      Issuer shall comply with the following:




(i)  give
      the
      Administrative Agent written notice (or telephonic notice confirmed promptly
      thereafter in writing), which writing may be a telecopy or electronic mail,
      of
      the Issuance of any Letter of Credit Issued by it, of all drawings under any
      Letter of Credit Issued by it and of the payment (or the failure to pay when
      due) by the Borrower of any Reimbursement Obligation when due (which notice
      the
      Administrative Agent shall promptly transmit by telecopy, electronic mail or
      similar transmission to each Lender);




(ii)  upon
      the
      request of any Lender, furnish to such Lender copies of any Letter of Credit
      Reimbursement Agreement to which such Issuer is a party and such other
      documentation as may reasonably be requested by such Lender; and




(iii)  no
      later
      than 10 Business Days following the last day of each calendar month, provide
      to
      the Administrative Agent (and the Administrative Agent shall provide a copy
      to
      each Lender requesting the same) and the Borrower separate schedules for
      Documentary Letters of Credit and Standby Letters of Credit issued by it, in
      form and substance reasonably satisfactory to the Administrative Agent, setting
      forth the aggregate Letter of Credit Obligations, in each case outstanding
      at
      the end of each month and any information requested by the Borrower or the
      Administrative Agent relating thereto.




(g)  Immediately
      upon the issuance by an Issuer of a Letter of Credit in accordance with the
      terms and conditions of this Agreement, such Issuer shall be deemed to have
      sold
      and transferred to each Lender, and each Lender shall be deemed irrevocably
      and
      unconditionally to have purchased and received from such Issuer, without
      recourse or warranty, an undivided interest and participation, to the extent
      of
      such Lender’s Ratable Portion of the Commitments, in such Letter of Credit and
      the obligations of the Borrower with respect thereto (including all Letter
      of
      Credit Obligations with respect thereto) and any security therefor and guaranty
      pertaining thereto.




34
 
 SECOND
            AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.


(h)  The
      Borrower agrees to pay to the Issuer of any Letter of Credit the amount of
      all
      Reimbursement Obligations owing to such Issuer under any Letter of Credit issued
      for its account no later than the date that is the next succeeding Business
      Day
      after the Borrower receives written notice from such Issuer that payment has
      been made under such Letter of Credit ( *provided* , *however* ,
      that if
      such written notice is given by such Issuer to the Borrower prior to 11:00
      a.m.
      (New York time), the Borrower shall pay such amount to the Issuer on the date
      of
      such notice) (such date, the “ *Reimbursement
      Date* ”),
      irrespective of any claim, set-off, defense or other right that the Borrower
      may
      have at any time against such Issuer or any other Person. In the event that
      any
      Issuer makes any payment under any Letter of Credit and the Borrower shall
      not
      have repaid such amount to such Issuer pursuant to this *clause* *(h)* or any
      such payment by the Borrower is rescinded or set aside for any reason, such
      Reimbursement Obligation shall be payable on demand with interest thereon
      computed (i) from the date on which such Reimbursement Obligation arose to
      the
      Reimbursement Date, at the rate of interest applicable during such period to
      Loans that are Base Rate Loans and (ii) from the Reimbursement Date until the
      date of repayment in full, at the rate of interest applicable during such period
      to past due Loans that are Base Rate Loans, and such Issuer shall promptly
      notify the Administrative Agent, which shall promptly notify each Lender of
      such
      failure, and each Lender shall promptly and unconditionally pay to the
      Administrative Agent for the account of such Issuer the amount of such Lender’s
      Ratable Portion of such payment in immediately available funds in Dollars.
      If
      the Administrative Agent so notifies such Lender prior to 12:00 p.m. (New York
      time) on any Business Day, such Lender shall make available to the
      Administrative Agent for the account of such Issuer its Ratable Portion of
      the
      amount of such payment on such Business Day in immediately available funds.
      Upon
      such payment by a Lender, such Lender shall, except during the continuance
      of a
      Default or Event of Default under *Section
      9.1 (f)* *(* *Events
      of Default* *)* and
      notwithstanding whether or not the conditions precedent set forth in *Section
      3.2* *(* *Conditions
      Precedent to Each Loan and Letter of Credit* *)* shall
      have been satisfied (which conditions precedent the Lenders hereby irrevocably
      waive), be deemed to have made a Loan to the Borrower in the principal amount
      of
      such payment. Whenever any Issuer receives from the Borrower a payment of a
      Reimbursement Obligation as to which the Administrative Agent has received
      for
      the account of such Issuer any payment from a Lender pursuant to this *clause* *(h)* ,
      such
      Issuer shall pay over to the Administrative Agent any amount received in excess
      of such Reimbursement Obligation and, upon receipt of such amount, the
      Administrative Agent shall promptly pay over to each Lender, in immediately
      available funds, an amount equal to such Lender’s Ratable Portion of the amount
      of such payment adjusted, if necessary, to reflect the respective amounts the
      Lenders have paid in respect of such Reimbursement Obligation.




(i)  If
      and to
      the extent such Lender shall not have so made its Ratable Portion of the amount
      of the payment required by *clause* *(h)*  above available to the Administrative Agent for the account of such Issuer, such
      Lender agrees to pay to the Administrative Agent for the account of such Issuer
      forthwith on demand any such unpaid amount together with interest thereon,
      for
      the first Business Day after payment was first due at the Federal Funds Rate
      and, thereafter, until such amount is repaid to the Administrative Agent for
      the
      account of such Issuer, at a rate per annum equal to the rate applicable to
      Base
      Rate Loans under the Facility.




(j)  The
      Borrower’s obligation to pay each Reimbursement Obligation and the obligations
      of the Lenders to make payments to the Administrative Agent for the account
      of
      the Issuers with respect to Letters of Credit shall be absolute, unconditional
      and irrevocable and shall be performed strictly in accordance with the terms
      of
      this Agreement, under any and all circumstances whatsoever, including the
      occurrence of any Default or Event of Default, and irrespective of any of the
      following:




35
 
 SECOND
            AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.


(i)  any
      lack
      of validity or enforceability of any Letter of Credit or any Loan Document,
      or
      any term or provision therein;




(ii)  any
      amendment or waiver of or any consent to departure from all or any of the
      provisions of any Letter of Credit or any Loan Document;




(iii)  the
      existence of any claim, set-off, defense or other right that the Borrower,
      any
      other party guaranteeing, or otherwise obligated with, the Borrower, any
      Subsidiary or other Affiliate thereof or any other Person may at any time have
      against the beneficiary under any Letter of Credit, any Issuer, the
      Administrative Agent or any Lender or any other Person, whether in connection
      with this Agreement, any other Loan Document or any other related or unrelated
      agreement or transaction, other than the defense of payment;




(iv)  any
      draft
      or other document presented under a Letter of Credit proving to be forged,
      fraudulent, invalid or insufficient in any respect or any statement therein
      being untrue or inaccurate in any respect;




(v)  payment
      by the Issuer under a Letter of Credit against presentation of a draft or other
      document that does not comply with the terms of such Letter of Credit;
      and




(vi)  any
      other
      act or omission to act or delay of any kind of the Issuer, the Lenders, the
      Administrative Agent or any other Person or any other event or circumstance
      whatsoever, whether or not similar to any of the foregoing, that might, but
      for
      the provisions of this *Section
      2.3* ,
      constitute a legal or equitable discharge of the Borrower’s obligations
      hereunder.




Any
      action taken or omitted to be taken by the relevant Issuer under or in
      connection with any Letter of Credit, if taken or omitted in the absence of
      gross negligence or willful misconduct, shall not result in any liability of
      such Issuer to the Borrower or any Lender. In determining whether drafts and
      other documents presented under a Letter of Credit comply with the terms
      thereof, the Issuer may accept documents that appear on their face to be in
      order, without responsibility for further investigation, regardless of any
      notice or information to the contrary and, in making any payment under any
      Letter of Credit, the Issuer may rely exclusively on the documents presented
      to
      it under such Letter of Credit as to any and all matters set forth therein,
      including reliance on the amount of any draft presented under such Letter of
      Credit, whether or not the amount due to the beneficiary thereunder equals
      the
      amount of such draft and whether or not any document presented pursuant to
      such
      Letter of Credit proves to be insufficient in any respect, if such document
      on
      its face appears to be in order, and whether or not any other statement or
      any
      other document presented pursuant to such Letter of Credit proves to be forged
      or invalid or any statement therein proves to be inaccurate or untrue in any
      respect whatsoever, and any noncompliance in any immaterial respect of the
      documents presented under such Letter of Credit with the terms thereof shall,
      in
      each case, be deemed not to constitute willful misconduct or gross negligence
      of
      the Issuer.




36
 
 SECOND
            AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.


**Section
      2.4****Reduction
      and Termination of the Commitments**




The
      Borrower may, upon at least three Business Days’ prior notice to the
      Administrative Agent, terminate in whole or reduce in part ratably the unused
      portions of the respective Commitments of the Lenders; *provided* , *however* ,
      that
      each partial reduction shall be in an aggregate amount of not less than
      $20,000,000 or an integral multiple of $1,000,000 in excess thereof. In
      addition, all outstanding Commitments shall terminate on the Scheduled
      Termination Date. Any reduction of the Commitments shall be applied *first* ,
      to
      reduce the Commitments of any Lenders that are Affiliates of the Borrower on
      a
      ratable basis until the aggregate Commitments of such Lenders is not greater
      than the largest aggregate Commitment of an individual non-Affiliate Lender
      and *then* ,
      to
      ratably reduce the Commitments of all Lenders by each such Lender’s Ratable
      Portion of the amount of such reduction; *provided* ,
      that if
      at the time of any such reduction of the Commitments or the Outstandings exceed
      $0, each Lender shall acquire, immediately upon giving effect to such reduction
      and without recourse or warranty, an undivided participation in the Outstandings
      of each other Lender (ratably in accordance with the then Outstandings) in
      principal amounts to the extent necessary to ensure that the Outstandings of
      each Lender (after giving effect to such reduction in Commitments) are
      proportionate to the Commitment of such Lender at such time, and, to the extent
      necessary, by paying to the Administrative Agent for the account of each other
      Lender, in immediately available funds in Dollars, an amount equal to the amount
      so required to be purchased.




**Section
      2.5****Repayment
      of Loans**




The
      Borrower promises to repay the entire unpaid principal amount of the Loans
      on
      the Scheduled Termination Date or earlier, if otherwise required by the terms
      hereof.




**Section
      2.6****Evidence
      of Debt**




(a)  Each
      Lender shall maintain in accordance with its usual practice an account or
      accounts evidencing Indebtedness of the Borrower to such Lender resulting from
      each Loan of such Lender from time to time, including the amounts of principal
      and interest payable and paid to such Lender from time to time under this
      Agreement.




(b)  (i)  The
      Administrative Agent, acting as agent of the Borrower solely for this purpose
      and for tax purposes, shall establish and maintain at its address referred
      to in *Section
      11.8* *(* *Notices,
      Etc.* *)* a record
      of ownership (the “ *Register* ”)
      in
      which the Administrative Agent agrees to register by book entry the
      Administrative Agent’s, each Lender’s and each Issuer’s interest in each Loan,
      each Letter of Credit and each Reimbursement Obligation, and in the right to
      receive any payments hereunder and any assignment of any such interest or
      rights. In addition, the Administrative Agent, acting as agent of the Borrower
      solely for this purpose and for tax purposes, shall establish and maintain
      accounts in the Register in accordance with its usual practice in which it
      shall
      record (i) the names and addresses of the Lenders and the Issuers, (ii) the
      Commitments of each Lender from time to time, (iii) the amount of each Loan
      made
      and, if a Eurodollar Rate Loan, the Interest Period applicable thereto, (iv)
      the
      amount of any principal or interest due and payable, and paid, by the Borrower
      to, or for the account of, each Lender hereunder, (v) the amount that is due
      and
      payable, and paid, by the Borrower to, or for the account of, each Issuer,
      including the amount of Letter Credit Obligations (specifying the amount of
      any
      Reimbursement Obligations) due and payable to an Issuer, and (vi) the amount
      of
      any sum received by the Administrative Agent hereunder from the Borrower,
      whether such sum constitutes principal or interest (and the type of Loan to
      which it applies), fees, expenses or other amounts due under the Loan Documents
      and each Lender’s and Issuer’s, as the case may be, share thereof, if
      applicable.




37
 
 SECOND
            AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.


(ii)  Notwithstanding
      anything to the contrary contained in this Agreement, the Loans (including
      the
      Notes evidencing such Loans) and the Reimbursement Obligations are registered
      obligations and the right, title, and interest of the Lenders and the Issuers
      and their assignees in and to such Loans or Reimbursement Obligations, as the
      case may be, shall be transferable only upon notation of such transfer in the
      Register. A Note shall only evidence the Lender’s or a registered assignee’s
      right, title and interest in and to the related Loan, and in no event is any
      such Note to be considered a bearer instrument or obligation. This *Section
      2.6 (b)* ** and *Section
      11.2* ( *Assignments
      and Participations* )
      shall
      be construed so that the Loans and Reimbursement Obligations are at all times
      maintained in “ *registered
      form* ”
within
      the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any
      related regulations (or any successor provisions of the Code or such
      regulations).




(c)  The
      entries made in the Register and in the accounts therein maintained pursuant
      to *clauses* *(a)* and *(b)*  above shall,
      to the extent permitted by applicable Requirements of Law, be *prima
      facie* evidence
      of the existence and amounts of the obligations recorded therein; *provided* , *however* ,
      that
      the failure of any Lender or the Administrative Agent to maintain such accounts
      or any error therein shall not in any manner affect the obligations of the
      Borrower to repay the Loans in accordance with their terms. In addition, the
      Loan Parties, the Administrative Agent, the Lenders and the Issuers shall treat
      each Person whose name is recorded in the Register as a Lender or as an Issuer,
      as applicable, for all purposes of this Agreement. Information contained in
      the
      Register with respect to any Lender or Issuer shall be available for inspection
      by the Borrower, the Administrative Agent, such Lender or such Issuer at any
      reasonable time and from time to time upon reasonable prior notice.




(d)  Notwithstanding
      any other provision of the Agreement, in the event that any Lender requests
      that
      the Borrower execute and deliver a promissory note or notes payable to such
      Lender in order to evidence the Indebtedness owing to such Lender by the
      Borrower hereunder, the Borrower shall promptly execute and deliver a Note
      or
      Notes, as the case may be, to such Lender evidencing any Loans of such Lender,
      substantially in the form of *Exhibit
      B* ( *Form
      of Note* *)* .




**Section
      2.7****Optional
      Prepayments**




(a)  The
      Borrower may, upon at least three Business Days’ prior notice to the
      Administrative Agent, prepay the outstanding principal amount of the Loans
      in
      whole or in part at any time; *provided* , *however* ,
      that
      each such prepayment shall be in an aggregate amount of not less than $5,000,000
      or an integral multiple of $1,000,000 in excess thereof; and provided, further,
      however, that if any prepayment of any Eurodollar Rate Loan is made by the
      Borrower other than on the last day of an Interest Period for such Loan, the
      Borrower shall also pay any amount owing pursuant to *Section
      2.13 (e)* *(* *Breakage
      Costs* *)* .




(b)  Any
      such
      optional prepayments shall be applied, *first,* to repay
      any amounts outstanding under the Working Capital Sublimit and *second* to
      repay
      all other Loans.




(c)  The
      Borrower shall have no right to prepay the principal amount of any Loan other
      than as provided in this ** *Section
      2.7* .




38
 
 SECOND
            AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.


**Section
      2.8****Mandatory
      Prepayments**




(a)  Upon
      receipt by any member of the MIC Group of Net Cash Proceeds arising from any
      Asset Sale (to the extent such Net Cash Proceeds exceed $5,000,000 in the
      aggregate during the applicable Fiscal Year of the Borrower), Property Loss
      Event, Debt Issuance or Equity Issuance, the Borrower shall immediately prepay
      the Loans (or provide cash collateral in respect of Letters of Credit) in an
      amount equal to 100% of such Net Cash Proceeds; *provided* ,
      that to
      the extent that any such mandatory prepayment arises as a result of any such
      Asset Sale, Property Loss Event, Debt Issuance or Equity Issuance by a
      Subsidiary of Holdings that is not a Wholly-Owned Subsidiary of Holdings, the
      amount of the mandatory prepayment required pursuant to this *Section
      2.8 (a)* will be
      equal to the product of (A) the amount of such mandatory prepayment that would
      otherwise be required by this *clause* *(a)* and (B)
      an amount equal to the percentage of all issued and outstanding Stock that
      Holdings and/or the Borrower own, directly or indirectly but without
      duplication, in such Subsidiary. Any such mandatory prepayment shall be applied
      in accordance with *clause* *(b)*  below .




(b)  Subject
      to the provisions of *Section
      2.12 (g)* ( *Payments
      and Computations* ),
      any
      prepayments made by the Borrower required to be applied in accordance with
      this *clause*  *(b)* shall be
      applied as follows: first, to repay the outstanding principal balance of the
      Loans until such Loans shall have been paid in full; and then, to provide cash
      collateral for any Letter of Credit Obligations in an amount equal to 105%
      of
      such Letter of Credit Obligations in the manner set forth in *Section
      9.3*  ( *Actions
      in Respect of Letters of Credit* )
      until
      all such Letter of Credit Obligations have been fully cash collateralized in
      the
      manner set forth therein. All
      repayments of the Loans made pursuant to this ** *Section
      2.8* shall
      be
      applied first, to repay any amounts outstanding under the Working Capital
      Sublimit and second, to repay all other Loans.




(c)  If
      at any
      time, the aggregate principal amount of the Outstandings exceeds the aggregate
      Commitments at such time, the Borrower shall forthwith prepay the Loans then
      outstanding in an amount equal to such excess. If any such excess remains after
      repayment in full of the aggregate outstanding Loans, the Borrower shall provide
      cash collateral for the Letter of Credit Obligations in the manner set forth
      in *Section
      9.3* *(* *Actions
      in Respect of Letters of Credit* *)* in an
      amount equal to 105% of such excess.




(d)  Notwithstanding
      anything to the contrary in this *Section
      2.8* ,
      so long
      as no Event of Default shall have occurred and be continuing or would result
      therefrom, if (i) any prepayment of the Loans or cash collateralization of
      any
      Letter of Credit Obligations would be required to be made in accordance with *clause* *(a)* , *(b)* or *(c)* of this *Section
      2.8* ** on
      a day
      other than on the last day of the Interest Period applicable to such
      Obligations, or (ii) the aggregate amount of Net Cash Proceeds or other amounts
      required by *clause* *(a)* , *(b)* or *(c)* of this *Section
      2.8* to
      be
      applied to prepay the Loans or cash collateralize any Letter of Credit
      Obligations on such date are less than or equal to $5,000,000, the Borrower
      may
      defer such prepayment until (A) in the case of any amounts deferred pursuant
      to
      subclause (i), the last day of such Interest Period and (B) in the case of
      any
      amounts deferred pursuant to subclause (ii), the earlier of the date on which
      the aggregate amount of Net Cash Proceeds or other amounts otherwise required
      by
      such subsections to be applied to prepay Loans or cash collateralize Letter
      of
      Credit Obligations exceeds $5,000,000 or the date that the Borrower so requests
      (in either case, such day being a “ *Mandatory
      Prepayment Date* ”); *provided* that in
      the event that the Borrower elects to defer payments of amounts due pursuant
      to
      this *clause* *(d)* ,
      the
      Borrower shall (i) promptly (and in any event within 5 days thereof) notify
      the
      Administrative Agent of the applicable Asset Sale, Property Loss Event, Debt
      Issuance or Equity Issuance, as the case may be, giving rise to such prepayment
      requirement and (ii) cause any such amounts to be deposited into a Cash
      Collateral Account until the occurrence of a Mandatory Prepayment Date, at
      which
      time the Administrative Agent is hereby authorized (without any further action
      by or notice to or from the Borrower or any of the other Loan Parties) to apply
      such amounts deposited to the Cash Collateral Account to the prepayment of
      the
      Loans and the cash collateralization of the Letter of Credit Obligations in
      accordance with this *Section
      2.8* .
      Upon
      the occurrence of an Event of Default, the Administrative Agent is hereby
      authorized (without any further action by or notice to or from the Borrower
      or
      any of the other Loan Parties) to apply any amounts so deposited in the Cash
      Collateral Account to any Loans or Letter of Credit Obligations then
      outstanding.




39


SECOND
          AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
          Infrastructure Company Inc.


**Section
      2.9****Interest**




(a)  *Rate
      of Interest* .
      All
      Loans and the outstanding amount of all other Obligations shall bear interest,
      in the case of Loans, on the unpaid principal amount thereof from the date
      such
      Loans are made and, in the case of such other Obligations, from the date such
      other Obligations are due and payable until, in all cases, paid in full, except
      as otherwise provided in *clause* *(c)*  below ,
      as
      follows:




(i)  if
      a Base
      Rate Loan or such other Obligation, at a rate per annum equal to the sum of
      (A)
      the Base Rate as in effect from time to time and (B) the Applicable Margin
      for
      Loans that are Base Rate Loans; and




(ii)  if
      a
      Eurodollar Rate Loan, at a rate per annum equal to the sum of (A) the Eurodollar
      Rate determined for the applicable Interest Period and (B) the Applicable Margin
      in effect from time to time during such Eurodollar Interest Period.




(b)  *Interest
      Payments* .
      (i)
      Interest accrued on each Base Rate Loan shall be payable in arrears (A) on
      the
      first Business Day of each calendar quarter, commencing on the first such day
      following the making of such Base Rate Loan, and (B) if not previously paid
      in
      full, at maturity (whether by acceleration or otherwise) of such Base Rate
      Loan,
      (ii) interest accrued on each Eurodollar Rate Loan shall be payable in
      arrears (A) on the last day of each Interest Period applicable to such Loan
      and,
      if such Interest Period has a duration of more than three months, on each date
      during such Interest Period occurring every three months from the first day
      of
      such Interest Period, (B) upon the payment or prepayment thereof in full or
      in
      part and (C) if not previously paid in full, at maturity (whether by
      acceleration or otherwise) of such Eurodollar Rate Loan and (iii) interest
      accrued on the amount of all other Obligations shall be payable on demand from
      and after the time such Obligation becomes due and payable (whether by
      acceleration or otherwise).




(c)  *Default
      Interest* .
      Notwithstanding the rates of interest specified in *clause* *(a)*  above or
      elsewhere herein, if any amount payable by the Borrower under any Loan Document
      is not paid when due (without regard to any applicable grace periods), effective
      immediately upon the occurrence of such Default and for as long thereafter
      as
      such Default shall be continuing, the principal balance of all Loans and the
      amount of all other Obligations then due and payable shall bear interest at
      a
      rate that is two percent per annum in excess of the rate of interest applicable
      to such Loans or other Obligations from time to time. Such interest shall be
      payable on the date that would otherwise be applicable to such interest pursuant
      to *clause* *(b)*  above or
      otherwise on demand.




40
 
 SECOND
            AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.


**Section
      2.10****Conversion/Continuation
      Option**




(a)  The
      Borrower may elect (i) at any time on any Business Day to convert Base Rate
      Loans or any portion thereof to Eurodollar Rate Loans and (ii) at the end of
      any
      applicable Interest Period, to convert Eurodollar Rate Loans or any portion
      thereof into Base Rate Loans or to continue such Eurodollar Rate Loans or any
      portion thereof for an additional Interest Period; *provided* , *however* ,
      that
      the aggregate amount of the Eurodollar Rate Loans for each Interest Period
      must
      be in the amount of at least $5,000,000 or an integral multiple of $1,000,000
      in
      excess thereof. Each conversion or continuation shall be allocated among the
      Loans of each Lender in accordance with such Lender’s Ratable Portion. Each such
      election shall be in substantially the form of *Exhibit E* *(* *Form
      of Notice of Conversion or Continuation* *)* (a
“ *Notice
      of Conversion or Continuation* ”)
      and
      shall be made by giving the Administrative Agent at least three Business Days’
prior written notice specifying (A) the amount and type of Loan being converted
      or continued, (B) in the case of a conversion to or a continuation of Eurodollar
      Rate Loans, the applicable Interest Period and (C) in the case of a conversion,
      the date of such conversion.




(b)  The
      Administrative Agent shall promptly notify each Lender of its receipt of a
      Notice of Conversion or Continuation and of the options selected therein.
      Notwithstanding the foregoing, no conversion in whole or in part of Base Rate
      Loans to Eurodollar Rate Loans and no continuation in whole or in part of
      Eurodollar Rate Loans upon the expiration of any applicable Interest Period
      shall be permitted at any time at which (A) an Event of Default shall have
      occurred and be continuing or (B) the continuation of, or conversion into,
      a
      Eurodollar Rate Loan would violate any provision of *Section
      2.13* *(* *Special
      Provisions Governing Eurodollar Rate Loans* *)* .
      If,
      within the time period required under the terms of this *Section
      2.10* ,
      the
      Administrative Agent does not receive a Notice of Conversion or Continuation
      from the Borrower containing a permitted election to continue any Eurodollar
      Rate Loans for an additional Interest Period or to convert any such Loans,
      then,
      upon the expiration of the applicable Interest Period, the Borrower shall be
      deemed to have delivered a Notice of Conversion or Continuation electing to
      continue such Loans as Eurodollar Rate Loans having an Interest Period of one
      month. Each Notice of Conversion or Continuation shall be
      irrevocable.




**Section
      2.11****Fees**




(a)  *Unused
      Commitment Fee* .
      The
      Borrower agrees to pay in immediately available Dollars to each Lender a
      commitment fee on the actual daily amount by which the Commitment of such Lender
      exceeds such Lender’s Ratable Portion of the sum of (i) the aggregate
      outstanding principal amount of Loans and (ii) the outstanding amount of the
      aggregate Letter of Credit Obligations (the “ *Unused
      Commitment Fee* ”)
      from
      the Effective Date through the Commitment Termination Date at the Applicable
      Unused Commitment Fee Rate, payable in arrears (A) on the first Business Day
      of
      each calendar quarter, commencing on the first such Business Day following
      the
      Effective Date and (B) on the Commitment Termination Date.




(b)  *Letter
      of Credit Fees.* The
      Borrower agrees to pay the following amounts with respect to Letters of Credit
      issued by any Issuer:




(i)  to
      the
      Administrative Agent for the account of each Issuer of a Letter of Credit,
      with
      respect to each Letter of Credit issued by such Issuer, an issuance fee equal
      to
      0.125% per annum of the maximum undrawn face amount of such Letter of Credit,
      payable in arrears (A) on the first Business Day of each calendar quarter,
      commencing on the first such Business Day following the issuance of such Letter
      of Credit and (B) on the Commitment Termination Date;




41
 
 SECOND
            AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.


(ii)  to
      the
      Administrative Agent for the ratable benefit of the Lenders, with respect to
      each Letter of Credit, a fee accruing in Dollars at a rate per annum equal
      to
      the Applicable Margin for Loans that are Eurodollar Rate Loans on the maximum
      undrawn face amount of such Letter of Credit, payable in arrears (A) on the
      first Business Day of each calendar quarter, commencing on the first such
      Business Day following the issuance of such Letter of Credit and (B) on the
      Commitment Termination Date; *provided* , *however* ,
      that
      during the continuance of an Event of Default, such fee shall be increased
      by
      two percent per annum (instead of, and not in addition to, any increase pursuant
      to *Section
      2.9 (c)* *(* *Interest* *)* )
      and
      shall be payable on demand; and




(iii)  to
      the
      Issuer of any Letter of Credit, with respect to the issuance, amendment or
      transfer of each Letter of Credit and each drawing made thereunder, customary
      documentary and processing charges in accordance with such Issuer’s standard
      schedule for such charges in effect at the time of issuance, amendment, transfer or
      drawing, as the case may be.




(c)  *Additional
      Fees* .
      The
      Borrower has agreed to pay to the Administrative Agent additional fees, the
      amount and dates of payment of which are embodied in the Fee
      Letter.




**Section
      2.12****Payments
      and Computations**




(a)  The
      Borrower shall make each payment hereunder (including fees and expenses) not
      later than 2:00 p.m. (New York time) on the day when due, in the currency
      specified herein (or, if no such currency is specified, in Dollars) to the
      Administrative Agent at its address referred to in *Section
      11.8* *(* *Notices,
      Etc.* *)* in
      immediately available funds without set-off or counterclaim. The Administrative
      Agent shall promptly thereafter cause to be distributed immediately available
      funds relating to the payment of principal, interest or fees to the Lenders,
      in
      accordance with the application of payments set forth in *clause* *(f)* or *(g)*  below ,
      as
      applicable, for the account of their respective Applicable Lending Offices; *provided* , *however* ,
      that
      amounts payable pursuant to *Section
      2.14* *(* *Capital
      Adequacy* *)* , *Section
      2.15* *(* *Taxes* *)* or *Section
      2.13 (c)* or *(d)*  *(* *Special
      Provisions Governing Eurodollar Rate Loans* *)* shall
      be
      paid only to the affected Lender or Lenders. Payments received by the
      Administrative Agent after 2:00 p.m. (New York time) shall be deemed to be
      received on the next Business Day.




(b)  All
      computations of interest and of fees shall be made by the Administrative Agent
      on the basis of a year of 360 days, in each case for the actual number of days
      (including the first day but excluding the last day) occurring in the period
      for
      which such interest and fees are payable. Each determination by the
      Administrative Agent of a rate of interest hereunder shall be conclusive and
      binding for all purposes, absent manifest error.




(c)  Each
      payment by the Borrower of any Loan, Reimbursement Obligation (including
      interest or fees in respect thereof) and each reimbursement of various costs,
      expenses or other Obligation shall be made in Dollars.




42
 
 SECOND
            AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.


(d)  Whenever
      any payment hereunder shall be stated to be due on a day other than a Business
      Day, the due date for such payment shall be extended to the next succeeding
      Business Day, and such extension of time shall in such case be included in
      the
      computation of payment of interest or fees, as the case may be; *provided* , *however* ,
      that if
      such extension would cause payment of interest on or principal of any Eurodollar
      Rate Loan to be made in the next calendar month, such payment shall be made
      on
      the immediately preceding Business Day. All repayments of any Loans shall be
      applied as follows: *first* ,
      to
      repay such Loans outstanding as Base Rate Loans and *then* ,
      to
      repay such Loans outstanding as Eurodollar Rate Loans, with those Eurodollar
      Rate Loans having earlier expiring Eurodollar Interest Periods being repaid
      prior to those having later expiring Eurodollar Interest Periods.




(e)  Unless
      the Administrative Agent shall have received notice from the Borrower to the
      Lenders prior to the date on which any payment is due hereunder that the
      Borrower will not make such payment in full, the Administrative Agent may assume
      that the Borrower has made such payment in full to the Administrative Agent
      on
      such date and the Administrative Agent may, in reliance upon such assumption,
      cause to be distributed to each Lender on such due date an amount equal to
      the
      amount then due such Lender. If and to the extent that the Borrower shall not
      have made such payment in full to the Administrative Agent, each Lender shall
      repay to the Administrative Agent forthwith on demand such amount distributed
      to
      such Lender together with interest thereon (at the Federal Funds Rate for the
      first Business Day and thereafter, at the rate applicable to Base Rate Loans)
      for each day from the date such amount is distributed to such Lender until
      the
      date such Lender repays such amount to the Administrative Agent.




(f)  Except
      for payments and other amounts received by the Administrative Agent and applied
      in accordance with the provisions of *clause
      (g)*  below (or
      required to be applied in accordance with *Section
      2.8(b) (* *Mandatory
      Prepayments* *)* ),
      all
      payments and any other amounts received by the Administrative Agent from or
      for
      the benefit of the Borrower shall be applied as follows: *first* ,
      to pay
      principal of, and interest on, any portion of the Loans the Administrative
      Agent
      may have advanced pursuant to the express provisions of this Agreement on behalf
      of any Lender, for which the Administrative Agent has not then been reimbursed
      by such Lender or the Borrower, *second* ,
      to pay
      all other Obligations then due and payable and *third* ,
      as the
      Borrower so designates; *provided* that all
      payments in respect of principal of the Loans shall be applied *first* to
      repay
      any amounts outstanding under the Working Capital Sublimit and, *second* ,
      to
      repay all other Loans. Payments in respect of Loans received by the
      Administrative Agent shall be distributed to each Lender in accordance with
      such
      Lender’s Ratable Portion of the Commitments; and all payments of fees and all
      other payments in respect of any other Obligation shall be allocated among
      such
      of the Lenders and the Issuers as are entitled thereto and, for such payments
      allocated to the Lenders, in proportion to their respective Ratable
      Portions.




(g)  The
      Borrower hereby irrevocably waives the right to direct the application of any
      and all payments in respect of the Obligations and any proceeds of Collateral
      after the occurrence and during the continuance of an Event of Default and
      agrees that, notwithstanding the provisions of *Section
      2.8 (b)* *(* *Mandatory
      Prepayments* *)* and *clause* *(f)*  above ,
      the
      Administrative Agent may, and, upon either (A) the written direction of the
      Requisite Lenders or (B) the acceleration of the Obligations pursuant to *Section
      9.2* *(* *Remedies* *)* shall
      apply all payments in respect of any Obligations and all funds on deposit in
      any
      Cash Collateral Account and all other proceeds of Collateral in the following
      order:




(i)  *first* ,
      to pay
      interest on and then principal of any portion of the Loans that the
      Administrative Agent may have advanced on behalf of any Lender for which the
      Administrative Agent has not then been reimbursed by such Lender or the
      Borrower;




43
 
 SECOND
            AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.


(ii)  *second* ,
      to pay
      Secured Obligations in respect of any expense reimbursements or indemnities
      then
      due to the Administrative Agent;




(iii)  *third* ,
      to pay
      Secured Obligations in respect of any expense reimbursements or indemnities
      then
      due to the Lenders and the Issuers;




(iv)  *fourth* ,
      to pay
      Secured Obligations in respect of any fees then due to the Administrative Agent,
      the Lenders and the Issuers;




(v)  *fifth* ,
      to pay
      interest then due and payable in respect of the Loans and Reimbursement
      Obligations;




(vi)  *sixth* ,
      to pay
      or prepay principal amounts on the Loans and Reimbursement Obligations and
      to
      provide cash collateral for outstanding Letter of Credit Undrawn Amounts in
      the
      manner described in *Section
      9.3* *(* *Actions
      in Respect of Letters of Credit* *)* ,
      ratably
      to the aggregate principal amount of such Loans, Reimbursement Obligations
      and
      Letter of Credit Undrawn Amounts; and




(vii)  *seventh* ,
      to the
      ratable payment of all other Secured Obligations;




*provided* , *however* ,
      that if
      sufficient funds are not available to fund all payments to be made in respect
      of
      any Secured Obligation described in any of *clauses* *(i)* , *(ii)* , *(iii)* , *(iv)* , *(v)* , *(vi)* and *(vii)* ** above ,
      the
      available funds being applied with respect to any such Secured Obligation
      (unless otherwise specified in such clause) shall be allocated to the payment
      of
      such Secured Obligation ratably, based on the proportion of the Administrative
      Agent’s and each Lender’s or Issuer’s interest in the aggregate outstanding
      Secured Obligations described in such clauses. The order of priority set forth
      in *clauses* *(i)* , *(ii)* , *(iii)* , *(iv)* , *(v)* , *(vi)* and *(vii)* ** above may at
      any time and from time to time be changed by the agreement of the Requisite
      Lenders without necessity of notice to or consent of or approval by the
      Borrower, any Secured Party that is not a Lender or Issuer or by any other
      Person that is not a Lender or Issuer. The order of priority set forth in *clauses* *(i)* , *(ii)* , *(iii)* and *(iv)* ** above may be
      changed only with the prior written consent of the Administrative Agent in
      addition to that of the Requisite Lenders.




**Section
      2.13****Special
      Provisions Governing Eurodollar Rate Loans**




(a)  Determination
      of Interest Rate




The
      Eurodollar Rate for each Interest Period for Eurodollar Rate Loans shall be
      determined by the Administrative Agent pursuant to the procedures set forth
      in
      the definition of “ *Eurodollar
      Rate.* ”
The
      Administrative Agent’s determination shall be presumed to be correct absent
      manifest error and shall be binding on the Borrower.




(b)  Interest
      Rate Unascertainable, Inadequate or Unfair




In
      the
      event that (i) the Administrative Agent determines that adequate and fair means
      do not exist for ascertaining the applicable interest rates by reference to
      which the Eurodollar Rate then being determined is to be fixed or (ii) the
      Requisite Lenders notify the Administrative Agent that the Eurodollar Rate
      for
      any Interest Period will not adequately reflect the cost to the Lenders of
      making or maintaining such Loans for such Interest Period, the Administrative
      Agent shall forthwith so notify the Borrower and the Lenders, whereupon each
      Eurodollar Rate Loan shall automatically, on the last day of the current
      Interest Period for such Loan, convert into a Base Rate Loan and the obligations
      of the Lenders to make Eurodollar Rate Loans or to convert Base Rate Loans
      into
      Eurodollar Rate Loans shall be suspended until the Administrative Agent shall
      notify the Borrower that the Requisite Lenders have determined that the
      circumstances causing such suspension no longer exist.




44
 
 SECOND
            AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.


(c)  Increased
      Costs




If
      at any
      time any Lender determines that the introduction of, or any change in or in
      the
      interpretation of, any law, treaty or governmental rule, regulation or order
      (other than any change by way of imposition or increase of reserve requirements
      included in determining the Eurodollar Rate) or the compliance by such Lender
      with any guideline, request or directive from any central bank or other
      Governmental Authority (whether or not having the force of law), in each case,
      after the date hereof, shall have the effect of increasing the cost to such
      Lender of agreeing to make or making, funding or maintaining any Eurodollar
      Rate
      Loans (excluding any such increased costs resulting from (i) Taxes or Other
      Taxes (as to which *Section
      2.15* *(* *Taxes* *)* shall
      govern) and (ii) taxes measured by its net or gross income, and franchise taxes
      imposed on it, and similar taxes imposed (A) by the jurisdiction (or any
      political subdivision thereof) under the laws of which it is organized or (B)
      as
      a result of a present or former connection between it and the jurisdiction
      of
      the Governmental Authority imposing such tax (or any political subdivision
      thereof), then the Borrower shall from time to time, upon demand (together
      with
      appropriate supporting documentation) by such Lender (with a copy of such demand
      and documentation to the Administrative Agent), pay to the Administrative Agent
      for the account of such Lender additional amounts sufficient to compensate
      such
      Lender for such increased cost. A certificate as to the amount of such increased
      cost, submitted to the Borrower and the Administrative Agent by such Lender,
      shall be conclusive and binding for all purposes, absent manifest error.
      Notwithstanding anything to the contrary in the foregoing, with respect to
      any
      Lender’s claim
      for
      compensation pursuant to this *clause* *(c)* ,
      the
      Borrower shall not be required to compensate such Lender for any amount incurred
      more than one hundred twenty (120) days prior to the date that such Lender
      notifies the Borrower of the event that gives rise to such claim for
      compensation; *provided* ,
      that,
      if the circumstance giving rise to such increased cost is retroactive, then
      such
      120 day period referred to above shall be extended to include the period of
      retroactive effect thereof. If any Lender requests compensation by the Borrower
      pursuant to this *clause* *(c)* ,
      the
      Borrower may, by notice to such Lender (with a copy to the Administrative
      Agent), suspend the obligation of such Lender to make or continue Eurodollar
      Rate Loans from one Interest Period to another, or to convert Base Rate Loans
      into Eurodollar Rate Loans, until the event or condition giving rise to such
      claim for compensation ceases to be in effect (in which case the provisions
      of *Section
      2.10* *(* *Conversion/Continuation
      Option* *)* shall be
      applicable); *provided* that
      such suspension shall not affect the right of such Lender to receive the
      compensation so requested.




(d)  Illegality




(i)  Notwithstanding
      any other provision of this Agreement, if any Lender determines that the
      introduction of, or any change in or in the interpretation of, any law, treaty
      or governmental rule, regulation or order after the date of this Agreement
      shall
      make it unlawful, or any central bank or other Governmental Authority shall
      assert that it is unlawful, for any Lender or its Eurodollar Lending Office
      to
      make Eurodollar Rate Loans or to continue to fund or maintain Eurodollar Rate
      Loans, then, on notice thereof and demand therefor by such Lender to the
      Borrower through the Administrative Agent, (i) the obligation of such Lender
      to
      make or to continue Eurodollar Rate Loans and to convert Base Rate Loans into
      Eurodollar Rate Loans shall be suspended, and each such Lender shall make a
      Base
      Rate Loan as part of any requested Borrowing of Eurodollar Rate Loans and (ii)
      if the affected Eurodollar Rate Loans are then outstanding, the Borrower shall
      immediately convert each such Loan into a Base Rate Loan. If, at any time after
      a Lender gives notice under this *clause* *(d)* ,
      such
      Lender determines that it may lawfully make Eurodollar Rate Loans, such Lender
      shall promptly give notice of that determination to the Borrower and the
      Administrative Agent, and the Administrative Agent shall promptly transmit
      the
      notice to each other Lender. The Borrower’s right to request, and such Lender’s
      obligation, if any, to make Eurodollar Rate Loans shall thereupon be
      restored.




45
 
 SECOND
            AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.


(ii)  Any
      Lender that has determined in accordance with *clause* *(i)* ** above
      that it is unlawful for such Lender to fund or make any Eurodollar Rate Loan
      shall use its reasonable efforts (consistent with its internal policies and
      Requirements of Law) to change the jurisdiction of its Applicable Lending Office
      if the making of such a change would enable such Lender to make or fund
      Eurodollar Rate Loans and would not, in the sole determination of such Lender,
      be otherwise disadvantageous to such Lender.




(e)  Breakage
      Costs




In
      addition to all amounts required to be paid by the Borrower pursuant to *Section
      2.9* *(* *Interest* *)* ,
      the
      Borrower shall compensate each Lender, upon demand (together with appropriate
      supporting documentation), for all losses, expenses and liabilities (including
      any loss or expense incurred by reason of the liquidation or reemployment of
      deposits or other funds acquired by such Lender to fund or maintain such
      Lender’s Eurodollar Rate Loans to the Borrower but excluding any loss of the
      Applicable Margin on the relevant Loans or other anticipated profit) that such
      Lender may sustain (i) if for any reason (other than solely by reason of such
      Lender being a Non-Funding Lender) a proposed Borrowing, conversion into or
      continuation of Eurodollar Rate Loans does not occur on a date specified
      therefor in a Notice of Borrowing or a Notice of Conversion or Continuation
      given by the Borrower or in a telephonic request by it for borrowing or
      conversion or continuation or a successive Interest Period does not commence
      after notice therefor is given pursuant to *Section
      2.10* *(* *Conversion/Continuation
      Option* *)* ,
      (ii) if
      for any reason any Eurodollar Rate Loan is prepaid (including mandatorily
      pursuant to *Section
      2.8* *(* *Mandatory
      Prepayments* *)* )
      on a
      date that is not the last day of the applicable Interest Period, (iii) as a
      consequence of a required conversion of a Eurodollar Rate Loan to a Base Rate
      Loan as a result of any of the events indicated in *clause* *(d)*  above or (iv)
      as a consequence of any failure by the Borrower to repay Eurodollar Rate Loans
      when required by the terms hereof. The Lender making demand for such
      compensation shall deliver to the Borrower concurrently with such demand a
      written statement as to such losses, expenses and liabilities, and this
      statement shall be conclusive as to the amount of compensation due to such
      Lender, absent manifest error. Notwithstanding anything to the contrary in
      the
      foregoing, with respect to any Lender’s claim for compensation pursuant to this *clause* *(e)* ,
      the
      Borrower shall not be required to compensate such Lender for any such amount
      incurred more than sixty (60) days prior to the date that such Lender notifies
      the Borrower of the event that gives rise to such claim for compensation.




46
 
 SECOND
            AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.


**Section
      2.14****Capital
      Adequacy**




(a)  If
      at any
      time any Lender determines that (a) the adoption of, or any change in or in
      the
      interpretation of, any law, treaty or governmental rule, regulation or order
      after the date of this Agreement regarding capital adequacy, (b) compliance
      with
      any such law, treaty, rule, regulation or order or (c) compliance with any
      guideline or request or directive from any central bank or other Governmental
      Authority (whether or not having the force of law) shall have the effect of
      reducing the rate of return on such Lender’s (or any corporation controlling
      such Lender’s) capital as a consequence of its obligations hereunder or under or
      in respect of any Letter of Credit to a level below that which such Lender
      or
      such corporation could have achieved but for such adoption, change, compliance
      or interpretation, then, upon demand from time to time by such Lender (with
      a
      copy of such demand to the Administrative Agent), the Borrower shall pay to
      the
      Administrative Agent for the account of such Lender, from time to time as
      specified by such Lender, additional amounts sufficient to compensate such
      Lender for such reduction. A certificate as to such amounts submitted to the
      Borrower and the Administrative Agent by such Lender shall be conclusive and
      binding for all purposes absent manifest error.




(b)  Any
      Lender claiming any additional amounts payable pursuant to this *Section
      2.14* shall
      use
      its reasonable efforts (consistent with its internal policies and Requirements
      of Law) to change the jurisdiction of its Applicable Lending Office if the
      making of such a change would avoid the need for, or reduce the amount of,
      any
      such additional amounts that would be payable or may thereafter accrue and
      would
      not, in the sole determination of such Lender, be otherwise disadvantageous
      to
      such Lender.




**Section
      2.15****Taxes**




(a)  Except
      as
      otherwise provided in this *Section
      2.15* ,
      any and
      all payments by any Loan Party under each Loan Document shall be made free
      and
      clear of and without deduction for any and all present or future taxes, levies,
      imposts, deductions, charges or withholdings, and all liabilities with respect
      thereto, excluding (i) in the case of each Lender, each Issuer and the
      Administrative Agent (A) taxes measured by its net or gross income, and
      franchise taxes imposed on it, and similar taxes imposed (1) by the jurisdiction
      (or any political subdivision thereof) under the laws of which such Lender,
      such
      Issuer or the Administrative Agent (as the case may be) is organized, or (2)
      as
      a result of a present or former connection between such Lender, such Issuer
      or
      the Administrative Agent (as the case may be) and the jurisdiction of the
      Governmental Authority imposing such tax (or any political subdivision thereof),
      and (B) any withholding taxes required to be withheld with respect to payments
      under the Loan Documents under laws (including any statute, treaty or
      regulation) in effect on the date hereof or with respect to any particular
      Lender, the date on which it designates a different Applicable Lending Office
      (or, in the case of (x) an Eligible Assignee, the date of the Assignment and
      Acceptance, (y) a successor Administrative Agent, the date of the appointment
      of
      such Administrative Agent, and (z) a successor Issuer, the date such Issuer
      becomes an Issuer) at the rate applicable to such Lender, such Issuer or the
      Administrative Agent, as the case may be, but not excluding any increase in
      withholding taxes payable in excess of such applicable rate as a result of
      any
      change in such laws occurring after the Effective Date (or the date of such
      Assignment and Acceptance or the date of such appointment of such Administrative
      Agent or the date such Issuer becomes an Issuer) (all such non-excluded taxes,
      levies, imposts, deductions, charges, withholdings and liabilities being
      hereinafter referred to as “ *Taxes* ”).
      If
      any Taxes shall be required by law to be deducted from or in respect of any
      sum
      payable under any Loan Document to any Lender, any Issuer or the Administrative
      Agent (w) the sum payable shall be increased as may be necessary so that, after
      making all required deductions (including deductions applicable to additional
      sums payable under this *Section
      2.15* ),
      such
      Lender, such Issuer or the Administrative Agent (as the case may be) receives
      an
      amount equal to the sum it would have received had no such deductions been
      made,
      (x) the relevant Loan Party shall make such deductions, (y) the relevant Loan
      Party shall pay the full amount deducted to the relevant taxing authority or
      other authority in accordance with applicable law and (z) the relevant Loan
      Party shall deliver to the Administrative Agent evidence of such
      payment.




47
 
 SECOND
            AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.


(b)  In
      addition, each Loan Party agrees to pay any present or future stamp or
      documentary taxes or any other excise or property taxes, charges or similar
      levies of the United States or any political subdivision thereof or any
      applicable foreign jurisdiction, and all liabilities with respect thereto,
      in
      each case arising from any payment made by any Loan Party under any Loan
      Document or from the execution, delivery or registration of, or otherwise with
      respect to, any Loan Document (collectively, “ *Other
      Taxes* ”).




(c)  Each
      Loan
      Party shall, jointly and severally, indemnify each Lender, each Issuer and
      the
      Administrative Agent for the full amount of Taxes and Other Taxes (including
      any
      Taxes and Other Taxes imposed by any jurisdiction on amounts payable under
      this *Section
      2.15* )
      paid by
      such Lender, such Issuer or the Administrative Agent (as the case may be) and
      any liability (including for penalties, interest and expenses) arising therefrom
      or with respect thereto. This indemnification shall be made within 45 days
      from
      the date such Lender, such Issuer or the Administrative Agent (as the case
      may
      be) makes written demand therefor; *provided*  *however* ,
      if the
      relevant Loan Party reasonably determines that any such Taxes or Other Taxes
      were not correctly or legally asserted, such Lender, such Issuer or the
      Administrative Agent, as the case may be, shall use commercially reasonable
      efforts (as determined in good faith by such Lender, Issuer or Administrative
      Agent, as the case may be and at the sole cost and expense of such Loan Party)
      in cooperating with the relevant Loan Party in contesting any such Taxes or
      Other Taxes with the appropriate Governmental Authority.




(d)  Within
      45
      days after the date of any payment of Taxes or Other Taxes by any Loan Party,
      the Borrower shall furnish to the Administrative Agent, at its address referred
      to in *Section
      11.8* *(* *Notices,
      Etc.* *)* ,
      the
      original or a certified copy of a receipt (or other documentation reasonably
      satisfactory to the Administrative Agent) evidencing payment
      thereof.




(e)  Without
      prejudice to the survival of any other agreement of any Loan Party hereunder
      or
      under the Guaranty, the agreements and obligations of such Loan Party contained
      in this *Section
      2.15* shall
      survive the payment in full of the Obligations.




(f)  (i)  Any
      Non-U.S. Lender that is entitled to an exemption from or reduction of
      withholding tax under the law of the jurisdiction in which a Loan Party is
      resident for Tax purposes, or any treaty to which such jurisdiction is a party,
      with respect to payments under any Loan Document shall deliver to the
      Administrative Agent and the Borrower, at the time or times prescribed by
      applicable Law or reasonably requested by Borrower or the Administrative Agent,
      two completed originals of such properly completed and executed documentation
      prescribed by applicable Law as will permit such payments to be made without
      withholding or at a reduced rate of withholding.




48
 
 SECOND
            AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.


(ii)  Without
      limiting the generality of the foregoing, each Non-U.S. Lender that is entitled
      to an exemption from U.S. withholding tax, or that is subject to such tax
      at a reduced rate under an applicable tax treaty, shall (v) on or prior to
      the
      Effective Date in the case of each Non-U.S. Lender that is a signatory hereto,
      (w) on or prior to the date of the Assignment and Acceptance pursuant to which
      such Non-U.S. Lender becomes a Lender, the date a successor Issuer becomes
      an
      Issuer or the date a successor Administrative Agent becomes the Administrative
      Agent hereunder, (x) on or prior to the date on which any such form or
      certification expires or becomes obsolete, (y) after the occurrence of any
      event
      requiring a change in the most recent form or certification previously delivered
      by it to the Borrower and the Administrative Agent, and (z) from time to time
      if
      requested by the Borrower or the Administrative Agent, provide the
      Administrative Agent and the Borrower with two completed originals of each
      of
      the following, as applicable:




(A)  Form
      W-8ECI (claiming exemption from U.S. withholding tax because the income is
      effectively connected with a U.S. trade or business) or any successor
      form;




(B)  Form
      W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under
      an income tax treaty) or any successor form;




(C)  in
      the
      case of a Non-U.S. Lender claiming exemption under Sections 871(h) or 881(c)
      of
      the Code, a Form W-8BEN (claiming exemption from U.S. withholding tax under
      the
      portfolio interest exemption) or any successor form and a written statement
      certifying that it is not (1) a “ *bank* ”
(as
      defined in Section 881(c)(3)(A) of the Code), (2) a ten percent shareholder
      (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower or
      Holdings or any other Guarantor or (3) a controlled foreign corporation related
      to the Borrower (within the meaning of Section 864(d)(4) of the Code);
      or




(D)  any
      other
      applicable form, certificate or document prescribed by the IRS certifying as
      to
      such Non-U.S. Lender’s entitlement to such exemption from U.S. withholding tax
      or reduced rate with respect to all payments to be made to such Non-U.S. Lender
      under the Loan Documents.




Unless
      the Borrower and the Administrative Agent have received forms or other documents
      satisfactory to them indicating that payments under any Loan Document to or
      for
      a Non-U.S. Lender are not subject to U.S. withholding tax or are subject to
      such
      tax at a rate reduced by an applicable tax treaty, the Loan Parties and the
      Administrative Agent shall withhold amounts required to be withheld by
      applicable Requirements of Law from such payments at the applicable statutory
      rate.




(iii)  Each
      U.S.
      Lender shall (v) on or prior to the Effective Date in the case of each U.S.
      Lender that is a signatory hereto, (w) on or prior to the date of the
      Assignment and Acceptance pursuant to which such U.S. Lender becomes a Lender,
      on or prior to the date a successor Issuer becomes an Issuer or on or prior
      to
      the date a successor Administrative Agent becomes the Administrative Agent
      hereunder, (x) on or prior to the date on which any such form or certification
      expires or becomes obsolete, (y) after the occurrence of any event requiring
      a
      change in the most recent form or certification previously delivered by it
      to
      the Borrower and the Administrative Agent, and (z) from time to time if
      requested by the Borrower or the Administrative Agent, provide the
      Administrative Agent and the Borrower with two completed originals of Form
      W-9
      (certifying that such U.S. Lender is entitled to an exemption from U.S. backup
      withholding tax) or any successor form. Solely for purposes of this *Section
      2.15 (f)* ,
      a U.S.
      Lender shall not include a Lender, an Issuer or an Administrative Agent that
      may
      be treated as an exempt recipient based on the indicators described in Treasury
      Regulation Section 1.6049-4(c)(1)(ii).




49
 
 SECOND
            AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.


(iv)  For
      any
      period with respect to which any U.S. Lender or Non-U.S. Lender has failed
      to
      provide the Administrative Agent and the Borrower with the appropriate form,
      certificate or other document described in this *subsection (f)* (other
      than if such failure is due to a change in law or in the interpretation or
      application thereof, occurring after the date on which such form, certificate
      or
      other document originally was required to be provided or if such form,
      certificate or other document otherwise is not required under this *clause* *(f)* ),
      such
      U.S. Lender or Non-U.S. Lender shall not be entitled to indemnification under *subsection (a)* or *(c)* of this *Section
      2.15* with
      respect to Taxes imposed by the United States by reason of such failure, except
      to the extent the failure to provide such forms did not give rise to the
      withholding.




(g)  Any
      U.S.
      Lender or Non-U.S. Lender claiming any additional amounts payable pursuant
      to
      this *Section
      2.15* shall
      use
      its reasonable efforts (consistent with its internal policies and Requirements
      of Law) to change the jurisdiction of its Applicable Lending Office if the
      making of such a change would avoid the need for, or reduce the amount of,
      any
      such additional amounts that would be payable or may thereafter accrue and
      would
      not, in the sole determination of such Lender, be otherwise disadvantageous
      to
      such Lender.




(h)  If
      the
      Administrative Agent, any Lender or Issuer determines, in its sole discretion,
      that it has received a refund of any Taxes or Other Taxes as to which it has
      been indemnified by the Borrower or Holdings or with respect to which the
      Borrower or Holdings has paid additional amounts pursuant to this *Section
      2.15* ,
      it
      shall pay to the Borrower or Holdings, as the case may be, an amount equal
      to
      such refund (but only to the extent of indemnity payments made, or additional
      amounts paid, by the Borrower or Holdings, as applicable, under this *Section
      2.15* with
      respect to the Taxes or Other Taxes giving rise to such refund), net of all
      out-of-pocket expenses of the Administrative Agent, such Lender or such Issuer,
      as the case may be, and without interest (other than any interest paid by the
      relevant Governmental Authority with respect to such refund), *provided* that the
      Borrower and Holdings, upon the request of the Administrative Agent, such Lender
      or such Issuer, agree to repay the amount paid over to the Loan Party (plus
      any
      penalties, interest or other charges imposed by the relevant Governmental
      Authority) to the Administrative Agent, such Lender or such Issuer in the event
      the Administrative Agent, such Lender or such Issuer is required to repay or
      return all or any part of such refund to such Governmental Authority. This
      subsection shall not be construed to require the Administrative Agent, any
      Lender or such Issuer to conduct its business or to arrange or alter in any
      respect its tax or financial affairs so that it is entitled to receive such
      refund other than performing ministerial acts necessary to be entitled to
      receive such refund.




50
 
 SECOND
            AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.


**Section
      2.16****Substitution
      of Lenders**




(a)  (i) In the
      event that (A) any
      Lender makes a claim under *Section
      2.13 (c)* ** ( *Increased
      Costs* *)* or *Section
      2.14*  ( *Capital
      Adequacy* ), (B) it
      becomes illegal for any Lender to continue to fund or make any Eurodollar Rate
      Loan and such Lender notifies the Borrower pursuant to *Section
      2.13 (d)* ( *Illegality* ), (C) the
      Borrower or Holdings is required to make any payment pursuant to *Section
      2.15*  ( *Taxes* )
      that is
      attributable to a particular Lender or (D) any
      Lender becomes a Non-Funding Lender, (ii) in the case of *clause*  *(i)* *(A)
      above* ,
      as a
      consequence of increased costs in respect of which such claim is made, the
      effective rate of interest payable to such Lender under this Agreement with
      respect to its Loans materially exceeds the effective average annual rate of
      interest payable to the Requisite Lenders under this Agreement and (iii) in
      the
      case of *clauses
      (i)* *(A)* *,* *(B)* and *(C)* above ,
      Lenders
      holding at least 75% of the Commitments are not subject to increased costs
      or
      illegality, payment or proceedings (any such Lender, an “Affected Lender”), the
      Borrower may substitute any Lender and, if reasonably acceptable to the
      Administrative Agent, any other Eligible Assignee (a “Substitute Institution”)
      for such Affected Lender hereunder, after delivery of a written notice (a
“Substitution Notice”) by the Borrower to the Administrative Agent and the
      Affected Lender within a reasonable time (in any case not to exceed 90 days)
      following the occurrence of any of the events described in *clause*  *(i)* above that the
      Borrower intends to make such substitution; provided, however, that, if more
      than one Lender claims increased costs, illegality or right to payment arising
      from the same act or condition and such claims are received by the Borrower
      within 30 days of each other, then the Borrower may substitute all, but not
      (except to the extent the Borrower has already substituted one of such Affected
      Lenders before the Borrower’s receipt of the other Affected Lenders’ claim) less
      than all, Lenders making such claims.




(b)  If
      the
      Substitution Notice was properly issued under this *Section
      2.16* ,
      the
      Affected Lender shall sell, and the Substitute Institution shall purchase,
      all
      rights and claims of such Affected Lender under the Loan Documents and the
      Substitute Institution shall assume, and the Affected Lender shall be relieved
      of, the Affected Lender’s Commitments and all other prior unperformed
      obligations of the Affected Lender under the Loan Documents (other than in
      respect of any damages (which pursuant to *Section
      11.5* ** ( *Limitation
      of Liability)* ,
      do not
      include exemplary or punitive damages, to the extent permitted by applicable
      law) in respect of any such unperformed obligations). Such purchase and sale
      (and the corresponding assignment of all rights and claims hereunder) shall
      be
      recorded in the Register maintained by the Administrative Agent and shall be
      effective on (and not earlier than) the later of (i) the receipt by the Affected
      Lender of its Ratable Portion of the Outstandings together with any other
      Obligations owing to it, (ii) the receipt by the Administrative Agent of an
      agreement in form and substance satisfactory to it and the Borrower whereby
      the
      Substitute Institution shall agree to be bound by the terms hereof and (iii)
      the
      payment in full to the Affected Lender in cash of all fees, unreimbursed costs
      and expenses and indemnities accrued and unpaid through such effective date.
      Upon the effectiveness of such sale, purchase and assumption, the Substitute
      Institution shall become a “ *Lender* ”
      hereunder for all purposes of this Agreement having a Commitment in the amount
      of such Affected Lender’s Commitment assumed by it and such Commitment of the
      Affected Lender shall be terminated; *provided* , *however* ,
      that
      all indemnities under the Loan Documents shall continue in favor of such
      Affected Lender.




(c)  Each
      Lender agrees that, if it becomes an Affected Lender and its rights and claims
      are assigned hereunder to a Substitute Institution pursuant to this *Section
      2.16* ,
      it
      shall execute and deliver to the Administrative Agent an Assignment and
      Acceptance to evidence such assignment, together with any Note (if such Loans
      are evidenced by a Note) evidencing the Loans subject to such Assignment and
      Acceptance; *provided* , *however* ,
      that
      the failure of any Affected Lender to execute an Assignment and Acceptance
      shall
      not render such assignment invalid.




51
 
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            AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.


**Section
      2.17****Facility
      Increase**




(a)  The
      Borrower may request from time to time after the Effective Date upon at least
      30
      days’ written notice to the Administrative Agent an increase in the Commitments
      (the “ *Facility
      Increase* ”)
      in the
      aggregate principal amount not to exceed $50,000,000. Nothing in this Agreement
      shall be construed to obligate the Administrative Agent or any Lender to
      negotiate, solicit, provide or commit to the Facility Increase; *provided* , *however* ,
      if any
      existing Lender shall not elect to increase its Commitment by written notice
      within ten Business Days following receipt of Borrower’s request for the
      Facility Increase, the Borrower may solicit such commitments from Eligible
      Assignees that are not existing Lenders. The Administrative Agent shall promptly
      notify each applicable Lender or Eligible Assignee, as applicable, of the
      proposed Facility Increase and of the proposed terms and conditions therefor.
      Each such Lender or other Eligible Assignee may, in its sole discretion, commit
      to participate in the Facility Increase by forwarding its commitment therefor
      to
      the Administrative Agent. The Administrative Agent, upon receipt of written
      commitments from such Lenders and Eligible Assignees in form and substance
      reasonably satisfactory to the Administrative Agent and the Borrower, shall
      promptly notify the Borrower of such commitments and the Borrower shall
      allocate, in its sole discretion, to each such Lender or Eligible Assignee
      commitments with respect to the Facility Increase not to exceed the amount
      of
      written commitments received from such Lender or Eligible Assignee. The Facility
      Increase shall become effective on a date agreed by the Borrower and the
      Administrative Agent, which agreement shall not be unreasonably withheld or
      delayed (the “ *Facility
      Increase Date* ”); *provided* , *however* ,
      that
      the conditions precedent set forth in *Section
      3.4 (Conditions Precedent to the Facility Increase)* shall
      have been satisfied on or prior to the Facility Increase Date. The
      Administrative Agent shall notify the Lenders and the Borrower, on or before
      1:00 p.m., New York City time, on the first Business Day following the Facility
      Increase Date of the effectiveness of the Facility Increase and shall record
      in
      the Register all applicable additional information in respect of the Facility
      Increase.




(b)  From
      and
      after the Facility Increase Date, (i) the commitments under the Facility
      Increase shall be deemed for all purposes part of the Commitments, (ii) each
      Eligible Assignee participating in the Facility Increase shall become a Lender
      hereunder and (iii) the commitments under the Facility Increase shall have
      the
      same terms and conditions as the Commitments existing immediately prior to
      the
      Facility Increase (other than applicable margins, unused commitment fees,
      upfront or similar fees payable to the Persons providing such Facility Increase
      or other fees which may, subject to the immediately following sentence, vary
      from those applicable to the Commitments existing immediately prior to the
      Facility Increase). Notwithstanding the foregoing, if the applicable margins,
      unused commitment fee or other fees (other than upfront or similar fees payable
      to the Persons providing such Facility Increase) relating to such Facility
      Increase exceed the Applicable Margins, Unused Commitment Fee or other fees
      (other than upfront or similar fees paid to the existing Lenders on the
      Effective Date) for the Commitments, then the Applicable Margins, Unused
      Commitment Fee and/or other such fees shall be increased to be equal to such
      applicable margins, unused commitment fee and/or other fees relating to such
      Facility Increase. The commitments extended pursuant to the Facility Increase
      shall rank pari passu in right of payment with all other Commitments. On
      the
      Facility Increase Date, each Lender or Eligible Assignee participating in the
      Facility Increase shall purchase and assume from each existing Lender having
      Loans and participations in Letters of Credit under the Facility outstanding
      on
      the Facility Increase Date, without recourse or warranty, an undivided interest
      and participation, to the extent of such Lender’s Ratable Portion of the new
      Commitments (after giving effect to the Facility Increase), in the aggregate
      outstanding Loans and participations in Letters of Credit under the Facility,
      so
      as to ensure that, on the Facility Increase Date after giving effect to the
      Facility Increase, each Lender is owed only its Ratable Portion of the Loans
      and
      participations in Letters of Credit under the Facility outstanding on the
      Facility Increase Date.




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 SECOND
            AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.


**ARTICLE
      III**


****


**CONDITIONS
        TO LOANS AND LETTERS OF CREDIT**






**Section
      3.1****Conditions
      Precedent to****Effectiveness**




This
      Agreement shall become effective (and the obligation of each Lender to make
      the
      Loans, if any, requested to be made by it on the date hereof and the obligation
      of each Issuer to Issue Letters of Credit, if any, requested to be made by
      it on
      the date hereof, is subject to the satisfaction or due waiver in accordance
      with *Section
      11.1* *(* *Amendments,
      Waivers, Etc.* *)* of
      the
      following conditions precedent:




(a)  *Certain
      Documents* .
      The
      Administrative Agent shall have received on or prior to the Effective Date
      (and,
      to the extent any Borrowing of any Eurodollar Rate Loans is requested to be
      made
      on the Effective Date, in respect of the Notice of Borrowing for such Eurodollar
      Rate Loans, at least three Business Days prior to the Effective Date) each
      of
      the following, each dated the Effective Date unless otherwise indicated or
      agreed to by the Administrative Agent, in form and substance satisfactory to
      the
      Administrative Agent and in sufficient copies for each Lender:




(i)  this
      Agreement, duly executed and delivered by the Borrower and, for the account
      of
      each Lender requesting the same, a Note or Notes of the Borrower conforming
      to
      the requirements set forth herein;




(ii)  a
      reaffirmation of each of the Guaranty and Pledge Agreement and each other
      Collateral Document, duly executed and delivered by each respective Loan Party,
      together with each of the following:




(A)  evidence
      satisfactory to the Administrative Agent that the Administrative Agent (for
      the
      benefit of the Secured Parties) shall have a valid and perfected first priority
      security interest in the Collateral; and




(B)  all
      certificates, instruments and other documents representing all Pledged Stock
      being pledged pursuant to such Pledge Agreement and stock powers for such
      certificates, instruments and other documents executed in blank;




(iii)  a
      favorable opinion of (A) Shearman & Sterling LLP, counsel to the Borrower
      and Holdings, in substantially the form of Exhibit F-1 ( Form
      of
      Opinion of Counsel for the Borrower and Holdings ),
      (B)
      Potter Anderson and Corroon LLP, Delaware counsel to the Borrower and Holdings,
      in substantially the form of Exhibit
      F-2 ( Form
      of
      Opinion of Delaware Counsel for the Borrower and Holdings ),
      and
      (C) Heidi Mortensen, General Counsel of Holdings and the Borrower, in
      substantially the form of Exhibit
      F-3 ( Form
      of
      Opinion of General Counsel ).




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            AMENDED AND RESTATED CREDIT AGREEMENT
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            Infrastructure Company Inc.


(iv)  a
      copy of
      the articles or certificate of incorporation (or equivalent Constituent
      Document) of the Borrower and Holdings, certified as of a recent date by the
      Secretary of State of the state of organization of such Person, together with
      certificates of such official attesting to the good standing of each such
      Person;




(v)  a
      certificate of the Secretary or an Assistant Secretary of each of the Borrower
      and Holdings certifying (A) the names and true signatures of each officer of
      such Loan Party that has been authorized to execute and deliver this Agreement
      and any other Loan Document or other document required hereunder to be executed
      and delivered by or on behalf of such Loan Party, (B) the by-laws (or equivalent
      Constituent Document) of such Loan Party as in effect on the date of such
      certification, (C) the resolutions of such Loan Party’s Board of Directors (or
      equivalent governing body) approving and authorizing the execution, delivery
      and
      performance of this Agreement and the other Loan Documents to which it is a
      party and (D) that there have been no changes in the certificate of
      incorporation (or equivalent Constituent Document) of such Loan Party from
      the
      certificate of incorporation (or equivalent Constituent Document) delivered
      pursuant to *clause
      (iv)* above;




(vi)  the
      Fee
      Letter, duly executed by the parties thereto; and




(vii)  a
      duly
      executed Assignment and Acceptance of (A) Merrill Lynch Capital Corporation,
      as
      assignor, and Wachovia Bank, National Association, as assignee, (B) Macquarie
      Bank Limited, as assignor, and Macquarie Finance Americas Inc., as assignee,
      (C)
      Credit Suisse/First Boston, as assignor, and Macquarie Finance Americas Inc.,
      as
      assignee, and (D) Credit Suisse International FKA, as assignor, and Macquarie
      Finance Americas Inc., as assignee.




(b)  Fees
      and
      Expenses Paid.




(i)  The
      Borrower shall have paid to the Administrative Agent for the account of each
      Person that is a Lender on the Effective Date an establishment fee equal to
      0.50% of the amount of such Lender’s Commitment in effect on the Effective
      Date.




(ii)  There
      shall have been paid to the Administrative Agent, for the account of the
      Administrative Agent and the Lenders, as applicable, (A) all interest, Unused
      Commitment Fees and Letter of Credit Fees accrued through the Effective Date
      (but unpaid) under (and as defined and calculated in) the Existing Credit
      Agreement and (B) all other fees and expenses (including reasonable fees and
      expenses of counsel) due and payable on or before the Effective Date (including
      all such fees described in the Fee Letter).




(c)  *Consents,
      Etc* .
      The
      Administrative Agent shall have received copies of the consents, authorizations,
      approval, notices, filings or registrations listed on *Schedule 4.2*  *(* *Consents* *))* (including
      all Change of Control Consents required in connection with the pledge of Stock
      of the Initial Pledged Entities) other than the filing of the Form 8-K required
      to be filed with the Securities and Exchange Commission with respect to this
      Agreement and the transactions contemplated hereby which shall be filed promptly
      following the Effective Date, each of which shall be in full force and effect; *provided,
      however* ,
      that
      none of Holdings, the Borrower and any of their Subsidiaries shall be required
      to obtain as a condition to the effectiveness of this Agreement those Change
      of
      Control Consents that would be required in connection with any Enforcement
      Action. The Administrative Agent shall have received a certificate of a
      Responsible Officer of the Borrower to the effect that the matters set forth
      in *Section
      4.2 (a)(iv)* *(* *Corporate
      Power; Authorization; Enforceable Obligations* *)* and *Section
      4.13* *(* *Perfection,
      Etc.* *)* are
      true
      and correct on and as of the Effective Date.




54
 
 SECOND
            AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.


(d)  Financial
      Statements. The Lenders shall have received the Financial Statements referred
      to
      in *Section
      4.4 (a)* ( *Financial
      Statements* ).




**Section
      3.2****Conditions
      Precedent to Each Loan and Letter of Credit**




The
      obligation of each Lender on any date (including the Effective Date) to make
      any
      Loan and of each Issuer on any date (including the Effective Date) to Issue
      any
      Letter of Credit is subject to the satisfaction of each of the following
      conditions precedent:




(a)  *Request
      for Borrowing or Issuance of Letter of Credit* .
      With
      respect to any Loan, the Administrative Agent shall have received a duly
      executed Notice of Borrowing and, with respect to any Letter of Credit, the
      Administrative Agent and the Issuer shall have received a duly executed Letter
      of Credit Request.




(b)  *Representations
      and Warranties; No Defaults* .
      The
      following statements shall be true on the date of such Loan or Issuance, both
      before and after giving effect thereto and, in the case of any Loan, to the
      application of the proceeds thereof:




(i)  the
      representations and warranties set forth in *Article
      IV* ( *Representations
      and Warranties* )
      and in
      the other Loan Documents shall be true and correct on and as of the Effective
      Date and shall be true and correct in all material respects on and as of any
      such date after the Effective Date with the same effect as though made on and
      as
      of such date, except to the extent such representations and warranties expressly
      relate to an earlier date, in which case such representations and warranties
      shall have been true and correct as of such earlier date; and




(ii)  no
      Default or Event of Default shall have occurred and be continuing.




(c)  *Pro
      Forma Compliance with Leverage Ratio.* In the
      event that any Asset Sale (other than any Excluded Asset Sale), Debt Issuance
      (other than any Excluded Debt Issuance) or Subsidiary Default Event shall have
      occurred during the Fiscal Quarter in which such Loan is being made or such
      Letter of Credit is being Issued, the Leverage Ratio for the most recently
      ended
      Measurement Period, determined on a pro forma basis after giving effect to
      such
      Loan or Letter of Credit, as the case may be, and such Asset Sale, Debt Issuance
      or Subsidiary Default Event, as the case may be (and calculated as if such
      Asset
      Sale, Debt Issuance or Subsidiary Default Event occurred on the last day of
      the
      most recently ended Measurement Period), shall not be more than the maximum
      amount permitted therefor under *Section
      5.1* *(* *Maximum
      Leverage Ratio* *)* .




Each
      submission by the Borrower to the Administrative Agent of a Notice of Borrowing
      and the acceptance by the Borrower of the proceeds of each Loan requested
      therein, and each submission by the Borrower to an Issuer of a Letter of Credit
      Request, and the Issuance of each Letter of Credit requested therein, shall
      be
      deemed to constitute a representation and warranty by the Borrower as to the
      matters specified in *clause* *(b)* ** above ** on
      the
      date of the making of such Loan or the Issuance of such Letter of
      Credit.




55
 
 SECOND
            AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.


**Section
      3.3****Determinations
      of Conditions Precedent to Effectiveness**




For
      purposes of determining compliance with the conditions specified in *Section
      3.1* *(* *Conditions
      Precedent to Effectiveness* *)* , ** each
      Lender shall be deemed to have consented to, approved, accepted or be satisfied
      with, each document or other matter required thereunder to be consented to
      or
      approved by or acceptable or satisfactory to the Lenders unless an officer
      of
      the Administrative Agent responsible for the transactions contemplated by the
      Loan Documents shall have received notice from such Lender prior to 12:00 p.m.
      (noon) New York time on the date hereof specifying its objection thereto and,
      in
      the event that a Borrowing is to be made on the date hereof, such Lender shall
      not have made available to the Administrative Agent such Lender’s Ratable
      Portion of such Borrowing.




**Section
      3.4****Conditions
      Precedent to the Facility Increase**




The
      effectiveness of the Facility Increase shall be subject to the satisfaction
      of
      each of the following conditions precedent:




(a)  *Certain
      Documents* .
      The
      Administrative Agent shall have received on or prior to the Facility Increase
      Date each of the following, each dated the Facility Increase Date unless
      otherwise indicated or agreed to by the Administrative Agent, in form and
      substance reasonably satisfactory to the Administrative Agent:




(i)  written
      commitments duly executed by applicable existing Lenders or Eligible Assignees,
      as applicable, in an aggregate amount equal to the amount of the proposed
      Facility Increase and, in the case of each such Eligible Assignee, an assumption
      agreement in form and substance reasonably satisfactory to the Administrative
      Agent, duly executed by the Borrower and such Eligible Assignee;




(ii)  an
      amendment to this Agreement, effective as of the Facility Increase Date and
      executed by the Borrower, the Administrative Agent and the applicable existing
      Lenders or Eligible Assignees, as applicable, to the extent necessary to
      implement terms and conditions of the Facility Increase, as agreed by the
      Borrower and the Administrative Agent pursuant to *Section
      2.17 (Facility Increase)* ;




(iii)  for
      the
      account of each Lender or Eligible Assignee participating in the Facility
      Increase having requested the same by notice to the Administrative Agent and
      the
      Borrower received by each at least three Business Days prior to the Facility
      Increase Date (or such later date as may be agreed by the Borrower), Notes
      conforming to the requirements set forth in the *Section
      2.6(d) (Evidence of Debt)* ;




(iv)  a
      certificate of the secretary, assistant secretary or other officer of the
      Borrower in charge of maintaining books and records of the Borrower certifying
      as to the resolutions of the Borrower’s board of directors or other appropriate
      governing body approving and authorizing the execution, delivery and performance
      of each document executed as part of the Facility Increase to which the Borrower
      is a party;




56
 
 SECOND
            AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.


(v)  duly
      executed favorable opinions of counsel to the Loan Parties, each addressed
      to
      the Administrative Agent, the Issuers and the Lenders and addressing such
      matters as the Administrative Agent may reasonably request; and




(vi)  such
      other documents as the Administrative Agent may reasonably request in a timely
      manner.




(b)  *Fees
      and Expenses* .
      There
      shall have been paid to the Administrative Agent, for the account of the
      Administrative Agent, the Arranger, any applicable Lender (including any Person
      becoming a Lender as part of such Facility Increase on such Facility Increase
      Date) or any Issuer, as the case may be, all fees and expenses (including
      upfront fees) due and payable on or before the Facility Increase
      Date.




(c)  *Conditions
      to Extensions of Credit* .
      As of
      the Facility Increase Date, (i) the conditions precedent set forth in *Section
      3.2* shall
      have been satisfied both before and after giving effect to the Facility
      Increase, (ii) the Facility Increase shall be made on the terms and conditions
      set forth in *Section
      2.17* and
      (iii)
      the Borrower shall be in compliance with the covenants set forth in *Article V
      (Financial Covenants)* as of
      such date and as of the most recently ended Fiscal Quarter or Fiscal Year,
      as
      applicable, for which Financial Statements were delivered hereunder on a *pro
      forma* basis
      both before and after giving effect to the Facility Increase.




**ARTICLE
      IV**


****


**REPRESENTATIONS
        AND WARRANTIES**


To
      induce
      the Lenders, the Issuers and the Administrative Agent to enter into this
      Agreement, each of Holdings and the Borrower represents and warrants each of
      the
      following to the Lenders, the Issuers and the Administrative Agent, on and as of
      the Effective Date and after giving effect to the making of the Loans and the
      other financial accommodations on the Effective Date and on and as of each
      date
      as required by ** *Section
      3.2 (b)(i)* *(* *Conditions
      Precedent to Each Loan and Letter of Credit* *)* :




**Section
      4.1****Corporate
      Existence; Compliance with Law**




Each
      of
      Holdings, the Borrower and their respective Subsidiaries (a) is duly organized
      or formed, validly existing and (to the extent applicable in the jurisdiction
      of
      organization of such Subsidiaries (other than the Borrower)) in good standing
      under the laws of the jurisdiction of its organization, except, solely in the
      case of Subsidiaries of Holdings that are not Loan Parties, where the failure
      to
      be so organized, existing or in good standing would not reasonably be expected,
      in the aggregate, to have a Material Adverse Effect (b) is duly qualified to
      do
      business as a foreign entity and in good standing under the laws of each
      jurisdiction where such qualification is necessary, except where the failure
      to
      be so qualified or in good standing would not reasonably be expected, in the
      aggregate, to have a Material Adverse Effect, (c) has all requisite
      corporate, limited liability company or other similar organizational power
      and
      authority and the legal right to own, pledge, mortgage and operate its
      properties, to lease the property it operates under lease and to conduct its
      business as now or currently proposed to be conducted, except, solely in the
      case of Subsidiaries of Holdings that are not Loan Parties, where the failure
      to
      have such power and authority would not reasonably be expected, in the
      aggregate, to have a Material Adverse Effect, (d) is in compliance with its
      Constituent Documents, (e) is in compliance with all applicable Requirements
      of
      Law except where the failure to be in compliance would not reasonably be
      expected, in the aggregate, to have a Material Adverse Effect, and (f) has
      all
      necessary Permits from or by, has made all necessary filings with, and has
      given
      all necessary notices to, each Governmental Authority having jurisdiction,
      to
      the extent required for such ownership, operation and conduct, except for
      Permits or filings that can be obtained or made by the taking of ministerial
      action to secure the grant or transfer thereof or the failure to obtain or
      make
      would not reasonably be expected, in the aggregate, to have a Material Adverse
      Effect.




57
 
 SECOND
            AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.


**Section
      4.2****Corporate
      Power; Authorization; Enforceable Obligations**




(a)  The
      execution, delivery and performance by each Loan Party of the Loan Documents
      to
      which it is a party and the consummation of the transactions contemplated
      thereby:




(i)  are
      within such Loan Party’s corporate, limited liability company, partnership or
      other powers;




(ii)  have
      been
      or, at the time of delivery thereof pursuant to *Article
      III* ( *Conditions
      To Loans And Letters Of Credit* )
      will
      have been duly authorized by all necessary corporate or other organizational
      action, including the consent of shareholders, partners and members where
      required;




(iii)  do
      not
      and will not (A) contravene or violate such Loan Party’s or any of its
      Subsidiaries’ respective Constituent Documents, (B) violate any other
      Requirement of Law applicable to such Loan Party (including Regulations T,
      U and
      X of the Federal Reserve Board), or any order or decree of any Governmental
      Authority or arbitrator applicable to such Loan Party, (C) assuming the accuracy
      of *Section
      10.8(e) (Collateral and Guarantee Matters)* ,
      conflict with or result in the breach of, or constitute a default under, or
      result in or permit the termination or acceleration of, any material Contractual
      Obligation of such Loan Party or any of its Subsidiaries (subject, in the case
      of any Enforcement Action, to the receipt of the required Change of Control
      Consents) or (D) result in the creation or imposition of any Lien upon any
      property of such Loan Party or any of its Subsidiaries, other than (i) those
      in
      favor of the Secured Parties pursuant to the Collateral Documents or (ii) such
      Liens on any property of any Subsidiary of Holdings (other than a Loan Party)
      that could not reasonably be expected to materially adversely affect the
      interests of the Lenders; and




(iv)  assuming
      the accuracy of *Section
      10.8(e) (Collateral and Guarantee Matters)* ,
      do not
      require the consent of, authorization by, approval of, notice to, or filing
      or
      registration with, any Governmental Authority or any other Person, other than
      (A) the consents, authorizations, approvals, notices, filings or registrations
      listed on *Schedule 4.2*  *(* *Consents* *),* each of
      which have been or will be, prior to the Effective Date, obtained or made (other
      than the filing of the Form 8-K required to be filed with the Securities and
      Exchange Commission with respect to this Agreement and the transactions
      contemplated hereby which shall be filed promptly following the Effective Date),
      copies of which have been or will be delivered to the Administrative Agent
      pursuant to ** *Section
      3.1* *(* *Conditions
      Precedent to Effectiveness* *)* ,
      and
      each of which on the Effective Date will be in full force and effect and (B)
      with respect to the Collateral, filings required to perfect the Liens created
      by
      the Collateral Documents, and (C) in the case of any Enforcement Action, the
      Change of Control Consents.




58
 
 SECOND
            AMENDED AND RESTATED CREDIT AGREEMENT
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            Infrastructure Company Inc.


(b)  This
      Agreement has been, and each of the other Loan Documents will have been upon
      delivery thereof pursuant to the terms of this Agreement, duly executed and
      delivered by each Loan Party party thereto. This Agreement is, and the other
      Loan Documents will be, when delivered hereunder, the legal, valid and binding
      obligation of each Loan Party party thereto, enforceable against such Loan
      Party
      in accordance with its terms, except to the extent limited by any applicable
      bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
      the
      enforcement of creditors’ rights generally and by general principles of
      equity.




**Section
      4.3****Ownership
      of Borrower; Subsidiaries**




Set
      forth
      on *Schedule 4.3*  *(Ownership)* is
      a
      complete and accurate list of the direct Subsidiaries of Holdings and the
      Borrower showing, as of the Effective Date, as to each such Subsidiary, the
      jurisdiction of its organization or formation, the number of shares, membership
      interest or other ownership interest of each class of Stock authorized (if
      applicable), the number outstanding on the Effective Date and the number and
      percentage of the outstanding shares of each such class owned directly by
      Holdings and the Borrower and the number of shares covered by all outstanding
      options, warrants, rights of conversion or purchase of any similar rights at
      the
      Effective Date. All of the outstanding Stock of each Subsidiary of each of
      Holdings and the Borrower owned directly by Holdings and the Borrower, as
      applicable, has been validly issued, is fully paid and non-assessable (to the
      extent applicable) and is owned beneficially and of record by Holdings or the
      Borrower, as the case may be. All of the outstanding Stock of each directly
      owned Subsidiary of each of the Borrower and Holdings, as applicable, is owned
      by the Borrower or Holdings, as the case may be, free and clear of all Liens
      other than any Liens created or permitted under the Loan Documents. As of the
      Effective Date, neither of Holdings or the Borrower owns or holds, directly
      any
      Stock of any Person other than such Subsidiaries set forth on *Schedule 4.3* *(Ownership)* .
      Except
      as set forth on *Schedule 4.3* *(Ownership)* ,
      there
      are no agreements or understandings to which Holdings or the Borrower is a
      party
      with respect to the voting, sale or transfer of any shares of Stock of the
      Borrower or any agreement to which Holdings or the Borrower is a party
      restricting the transfer or hypothecation of any such shares.




**Section
      4.4****Financial
      Statements**




(a)  The
      Consolidated balance sheet of MICT and its Subsidiaries as at December 31,
      2006,
      and the related Consolidated statements of income, retained earnings and cash
      flows of MICT and its Subsidiaries for the fiscal year then ended, accompanied
      by an unqualified opinion of the Borrower’s Accountants with respect to such
      statements and the Consolidated balance sheets of Holdings (and MICT for the
      period prior to June 25, 2007) and its Subsidiaries as at September 30, 2007,
      and the related Consolidated statements of operations and cash flows of Holdings
      (and MICT for the period prior to June 25, 2007) and its Subsidiaries for the
      9
      months then ended, copies of which have been furnished to each Lender, fairly
      present, in all material respects, subject, in the case of said balance sheets
      as at September 30, 2007, and said statements of operations and cash flows
      for
      the 9 months then ended, to the absence of footnote disclosure and normal
      recurring year-end audit adjustments, the Consolidated financial condition
      of
      Holdings (and MICT for the period prior to June 25, 2007) and its Subsidiaries
      as at such dates and the Consolidated results of the operations of Holdings
      (and
      MICT for the period prior to June 25, 2007) and its Subsidiaries for the period
      ended on such dates, all in conformity with GAAP.




(b)  None
      of
      Holdings, the Borrower or any of the Borrower’s Subsidiaries has any material
      obligation, contingent liability or liability for taxes, long-term leases or
      unusual forward or long-term commitment that is not reflected in the Financial
      Statements referred to in *clause* *(a)*  above or in
      the notes thereto to the extent required by GAAP or is not, to the extent
      incurred after the date of such Financial Statements, prohibited by this
      Agreement.




59
 
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            AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.


**Section
      4.5****Material
      Adverse Change**




Since
      December 31, 2006, there has been no Material Adverse Change.




**Section
      4.6****Solvency**




Each
      Loan
      Party is Solvent.




**Section
      4.7****Litigation**




Except
      as
      set forth on *Schedule 4.7*  *(* *Litigation* *)* ,
      there
      are no pending or, to the knowledge of the Borrower or Holdings, threatened
      or
      contemplated actions, suits, investigations, litigation or proceedings affecting
      Holdings or any of its Subsidiaries or against any of their properties or
      revenues before any court, Governmental Authority or arbitrator that affects
      or
      purports to affect the legality, validity or enforceability of any Loan Document
      or the consummation of the transactions contemplated hereby or thereby, other
      than those that, in the aggregate, would not reasonably be expected to have
      a
      Material Adverse Effect.




**Section
      4.8****Taxes**




All
      federal, state, local and foreign income and franchise and other material tax
      returns, reports and statements (collectively, the “ *Tax
      Returns* ”)
      required to be filed by Holdings or the Borrower or any of their respective
      Subsidiaries have been filed with the appropriate Governmental Authorities
      in
      all jurisdictions in which such Tax Returns are required to be filed, all such
      Tax Returns are true and correct in all material respects, and all taxes,
      charges and other impositions reflected therein and all material taxes, charges
      and other impositions or otherwise due and payable have been paid prior to
      the
      date on which any fine, penalty, interest, late charge or loss may be added
      thereto for non-payment thereof except where contested in good faith and by
      appropriate proceedings if adequate reserves therefor have been established
      on
      the books of Holdings, the Borrower or such Subsidiary (other than, in the
      case
      of Holdings, the Borrower) in conformity with GAAP or, in the case of any
      Subsidiary (other than, in the case of Holdings, the Borrower) as would not
      reasonably be expected to have a Material Adverse Effect. No such Tax Return
      is
      under audit or, to the knowledge of the Borrower or Holdings, examination by
      any
      Governmental Authority and no written notice of such an audit or examination
      or
      any written assertion of any claim for Taxes has been given or made by any
      Governmental Authority, except as would not reasonably be expected to have
      a
      Material Adverse Effect. Proper and accurate amounts have been withheld by
      Holdings, the Borrower and each of their respective Subsidiaries from their
      respective employees for all periods in full and complete compliance with the
      tax, social security and unemployment withholding provisions of applicable
      Requirements of Law and such withholdings have been timely paid to the
      respective Governmental Authorities, except in the case of any Subsidiary (other
      than, in the case of Holdings, the Borrower), as would not reasonably be
      expected to have a Material Adverse Effect.




60
 
 SECOND
            AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.


**Section
      4.9****Full
      Disclosure**




(a)  All
      information prepared or furnished in writing by or on behalf of Holdings or
      the
      Borrower in connection with this Agreement or the consummation of the
      transactions contemplated hereunder and thereunder was true, complete and
      accurate in all material respects when taken as a whole on the date on which
      such information was provided, and as of such date, did not omit to state a
      material fact necessary to make such information, taken as a whole, not
      misleading.




(b)  No
      information furnished by Holdings or the Borrower to the Administrative Agent,
      the Issuers or any Lender in connection with the negotiation of the Credit
      Agreement or the other Loan Documents, the consummation of the transactions
      contemplated hereby or thereby or pursuant to the terms of the Loan Documents,
      when taken together with the information contained in the 2004 S-1/A and in
      each
      of Holdings’ periodic reports filed with the Securities and Exchange Commission
      on Form 10-K, Form 10-Q or Form 8-K (together, in each case, with any exhibits
      and press releases with respect thereto and documents incorporated by reference
      therein), as the case may be, subsequent to the filing of the 2004 S-1/A, taken
      as a whole, contains (as of the date on which such information has been provided
      to the Administrative Agent, such Issuer or such Lender **,** as
      modified or otherwise supplemented by information so provided) any untrue
      statement of a material fact or omits to state a material fact necessary to
      make
      the statements made therein, in light of the circumstances under which they
      were, are or will be made, not misleading; *provided* ,
      that to
      the extent any such information, exhibit or report was based upon or constitutes
      a forecast or projection, the Borrower and Holdings represent only that such
      information was prepared in good faith on the basis of the assumptions stated
      therein, which assumptions were believed by the Borrower and Holdings to be
      reasonable at the time (it being understood that such forecasts or projections
      are subject to significant uncertainties and contingencies, many of which are
      beyond the control of the Borrower and Holdings, and that the Borrower and
      Holdings make no representation as to the attainability of such forecasts or
      projections or as to whether such forecasts or projections will be achieved
      or
      materialize).




(c)  All
      facts
      known to the Borrower or Holdings and material to an understanding of the
      financial condition, business, properties or prospects of Holdings, the Borrower
      and their respective Subsidiaries taken as one enterprise have been disclosed
      to
      the Lenders or are contained in the 2004 S-1/A and in one or more of Holdings’
periodic reports filed with the Securities and Exchange Commission on Form
      10-K,
      Form 10-Q or Form 8-K (together, in each case, with any exhibits and press
      releases with respect thereto and documents incorporated by reference therein)
      subsequent to the filing of the 2004 S-1/A.




**Section
      4.10****No
      Defaults**




No
      Default or Event of Default has occurred and is continuing.




**Section
      4.11****Investment
      Company Act**




No
      Loan
      Party is required to register as an “ *investment
      company* ”,
      as
      such term is defined in the Investment Company Act of 1940, as
      amended.




**Section
      4.12****Use
      of Proceeds**




(a)  The
      proceeds of the Loans and the Letters of Credit are being used by the Borrower
      (and, to the extent distributed to them by the Borrower, Holdings or any other
      Subsidiary of Holdings) solely for (i) Capital Expenditures or other Investments
      not prohibited hereunder and (ii) general corporate purposes; *provided* , *however* ,
      that
      the aggregate outstanding amount of Loans and Letters of Credit made or issued
      for the purposes specified in this *clause
      (ii)* shall
      not
      at any time exceed $30,000,000 (the “ *Working
      Capital Sublimit* ”);
      and
      provided, further, however that no Loans in excess of the Working Capital
      Sublimit shall be used at any time for purposes of making Restricted Payments
      to
      or by Holdings.




61
 
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            AMENDED AND RESTATED CREDIT AGREEMENT
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            Infrastructure Company Inc.


(b)  The
      proceeds of the Loans and the Letters of Credit will not be used to purchase
      (or
      are not being used for the purpose of purchasing) or carry any margin stock
      (within the meaning of Regulation U of the Federal Reserve Board) or to extend
      credit to others for the purpose of purchasing or carrying any such margin
      stock
      in contravention of Regulation T, U or X of the Federal Reserve Board. Following
      the application of the proceeds of the Loans and the Letters of Credit, the
      Obligations secured by margin stock (within the meaning of Regulation U of
      the
      Federal Reserve Board) shall not exceed an amount equal to the “ *maximum
      loan value* ”
(as
      defined in Regulation U of the Federal Reserve Board) of the
      Collateral.




**Section
      4.13****Perfection,
      Etc.**




All
      filings and other actions necessary to perfect and protect the Liens on the
      Collateral created under, and in the manner contemplated by, the Collateral
      Documents have been duly made or taken or otherwise provided for in a manner
      reasonably acceptable to the Administrative Agent and are in full force and
      effect and the Collateral Documents create in favor of the Administrative Agent
      for the benefit of the Secured Parties a valid and, together with such filings
      and other actions, perfected first priority Lien in the Collateral, securing
      the
      payment of the Secured Obligations, subject to Customary Permitted Liens. The
      Loan Parties are the legal and beneficial owners of the Collateral free and
      clear of any Lien, except for the Liens created or permitted under the Loan
      Documents.




**ARTICLE
      V**


****


**FINANCIAL
        COVENANTS**


The
      Borrower agrees with the Lenders, the Issuers and the Administrative Agent
      to
      each of the following as long as any Obligation or any Commitment remains
      outstanding and, in each case, unless the Requisite Lenders otherwise consent
      in
      writing:




**Section
      5.1****Maximum
      Leverage Ratio**




As
      of
      each Calculation Date, the Borrower shall maintain a Leverage Ratio for the
      Measurement Period ending on such Calculation Date of not more than 5.6 to
      1.0.




**Section
      5.2****Minimum
      Interest Coverage Ratio**




As
      of
      each Calculation Date, the Borrower shall cause the Interest Coverage Ratio
      for
      the Measurement Period ending on such Calculation Date to be at least 2.0 to
      1.0.




**Section
      5.3****Minimum
      EBITDA**




As
      of
      each Calculation Date, the Borrower shall maintain EBITDA for the Measurement
      Period ending on such Calculation Date, of $100,000,000 or more.




62


SECOND
          AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
          Infrastructure Company Inc.


**ARTICLE
      VI**


****


**REPORTING
        COVENANTS**


Each
      of
      Holdings and the Borrower agrees with the Lenders, the Issuers and the
      Administrative Agent to each of the following, as long as any Obligation or
      any
      Commitment remains outstanding and, in each case, unless the Requisite Lenders
      otherwise consent in writing:




**Section
      6.1****Financial
      Statements**




The
      Borrower shall furnish to the Administrative Agent (with sufficient copies
      for
      each of the Lenders) each of the following:




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




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




63
 
 SECOND
            AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.


(c)  *Compliance
      Certificate* .
      Together with each delivery of any Financial Statement pursuant to *clause* *(a)* *or*  *(b)*  above ,
      a
      certificate of a Responsible Officer of the Borrower (each, a “ *Compliance
      Certificate* ”)
      (i)
      showing in reasonable detail the calculations used in demonstrating compliance
      with each of the financial covenants contained in *Article
      V* *(* *Financial
      Covenants* *),* and (ii)
      stating that no Default or Event of Default has occurred and is continuing
      or,
      if a Default or an Event of Default has occurred and is continuing, stating
      the
      nature thereof and the action that the Borrower proposes to take with respect
      thereto and (iii) showing in reasonable detail a list of all Capital
      Expenditures for the period covered by such Financial Statements, separately
      identifying maintenance Capital Expenditures and other Capital
      Expenditures.




(d)  Documents
      required to be delivered pursuant to Section
      6.1 (a) or (b) ( Financial
      Statements )
      or Section
      6.4 ( SEC
      Filings; Press Releases )
      may (to
      the extent any such documents are included in materials otherwise filed with
      the
      Securities and Exchange Commission) be delivered electronically and if so
      delivered, shall be deemed to have been delivered on the date (i) on which
      the
      Borrower posts such documents (or provides a link thereto) to its website on
      the
      Internet at www.macquarie.com/mic, (ii) on which the Administrative Agent has
      received written notice from the Borrower of the making or filing of any
      Financial Statement or other filing or registration and the same are
      continuously available on the Electronic Data Gathering Analysis and Retrieval
      (“EDGAR”) of the Securities and Exchange Commission or (iii) on which such
      documents are posted on the Borrower’s behalf on IntraLinksTM or other Approved
      Electronic Platform to which each Lender and each Administrative Agent have
      access; provided, that (A) the Borrower shall deliver paper copies of such
      documents to the Administrative Agent or any Lender that requests in writing
      that the Borrower deliver such paper copies until a written request to cease
      delivering paper copies is given by the Administrative Agent or such Lender
      and
      (B) the Borrower shall notify (which may be by facsimile or electronic mail)
      the
      Administrative Agent and each Lender of the posting of any such documents in
      accordance with the foregoing clauses (i), (ii) and/or (iii) above and provide
      to the Administrative Agent by electronic mail electronic versions (i.e., soft
      copies) of such documents.




**Section
      6.2****Default
      Notices**




As
      soon
      as practicable, and in any event within five Business Days after a Responsible
      Officer of the Borrower or Holdings has actual knowledge of the existence of
      any
      Default, Event of Default or other event having had a Material Adverse Effect
      or
      having any reasonable likelihood of causing or resulting in a Material Adverse
      Change, the Borrower or Holdings, as applicable, shall give the Administrative
      Agent notice specifying the nature of such Default or Event of Default or other
      event, including the anticipated effect thereof, which notice, if given by
      telephone, shall be promptly confirmed in writing on the next Business
      Day.




**Section
      6.3****Litigation**




(a)  Promptly
      and in any event within five Business Days after a Responsible Officer of the
      Borrower or Holdings has actual knowledge of the existence thereof, the Borrower
      or Holdings, as applicable, shall give the Administrative Agent written notice
      of the commencement or pendency of all actions, suits and proceedings before
      any
      domestic or foreign Governmental Authority or arbitrator against Holdings,
      the
      Borrower or any of Subsidiary of Holdings that (i) seeks injunctive or similar
      relief or (ii) in the reasonable judgment of the Borrower or Holdings, that,
      if
      adversely determined, would reasonably be expected to have a Material Adverse
      Effect.




64


SECOND
        AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
          Infrastructure Company Inc.


(b)  Promptly,
        and in any event within five Business Days after a Responsible Officer of
        the
        Borrower or Holdings has actual knowledge of the existence thereof, the Borrower
        or Holdings, as applicable, shall give the Administrative Agent written notice
        of the institution of any proceeding against the Borrower, Holdings or any
        of
        their respective Subsidiaries with respect to, or the receipt of notice by
        the
        Borrower, Holdings or such Subsidiaries, of potential liability or
        responsibility for any actual or alleged violation of any Requirements of
        Law
        (including Environmental Laws and ERISA), the violation of which would
        reasonably be expected to have a Material Adverse Effect.
  **Section
        6.4****SEC
        Filings; Press Releases**
  Promptly
        after the sending or filing thereof and in any event within two (2) Business
        Days of the filing thereof with the Securities and Exchange Commission, the
        Borrower shall send the Administrative Agent copies of (a) all reports that
        Holdings sends to its security holders generally, (b) all reports and
        registration statements that Holdings or any of its Subsidiaries files with
        the
        Securities and Exchange Commission or any national or foreign securities
        exchange or the National Association of Securities Dealers, Inc., (c) all
        press
        releases and (d) all other statements concerning material changes or
        developments in the business of any Loan Party made available by any Loan
        Party
        to the public or any other creditor; provided that this *Section
        6.4* is
        subject to the last paragraph of *Section
        6.1* .
  **Section
        6.5****Acquisitions**
  (a)  The
        Borrower shall provide the Administrative Agent sufficiently in advance and
        in
        any case no later than 5 Business Days prior to the consummation of any
        Acquisition for which the aggregate consideration paid by Holdings or any
        of its
        Subsidiaries shall be equal to or greater than $25,000,000, a copy of the
        then
        most current draft of the applicable purchase agreement (or similar document),
        together with the financial model, financial information and financial analysis
        relating to the Person or assets being acquired prepared by or on behalf
        of
        Holdings or any of its Subsidiaries or furnished to Holdings or any of its
        Subsidiaries in connection with such Acquisition, except where the disclosure
        of
        such information is prohibited by any Requirement of Law or Contractual
        Obligation, in which case, the Borrower shall use commercially reasonable
        efforts to permit disclosure under such Requirement of Law or Contractual
        Obligation.
  **Section
        6.6****Default
        Under Existing Subsidiary Debt Agreements**
  (a)  As
        soon
        as practicable, and in any event within five Business Days after a Responsible
        Officer of the Borrower has actual knowledge of the existence of (i) any
        event
        of default with regard to Indebtedness of any Subsidiary of the Borrower
        or (ii)
        the occurrence of any lock-up or other similar event under any Indebtedness
        of
        any Subsidiary of the Borrower, in the case of each of *clause
        (i)* and *(ii)* ,
        as a
        result of which any Subsidiary of the Borrower is prohibited from making
        Restricted Payments to the Borrower or its immediate parent (any such event,
        a
        " ***Subsidiary
        Default Event*** "),
        the
        Borrower shall give the Administrative Agent notice specifying the nature
        of
        such event of default or other event, including the anticipated effect
        thereof.
  **Section
        6.7****Other
        Information.**
  The
        Borrower shall provide the Administrative Agent or any Lender with such other
        information respecting the business, properties, financial condition or
        operations of Holdings, the Borrower or any Subsidiary of Holdings as the
        Administrative Agent or such Lender through the Administrative Agent may
        from
        time to time reasonably request, except where the disclosure of such information
        is prohibited by any Requirement of Law or Contractual Obligation, in which
        case, the Borrower shall use commercially reasonable efforts to permit
        disclosure under such Requirement of Law or Contractual Obligation.
  65
  SECOND
          AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.
 **ARTICLE
        VII**
 ****
 **AFFIRMATIVE
          COVENANTS**
 Each
        of
        Holdings and the Borrower agrees with the Lenders, the Issuers and the
        Administrative Agent to each of the following, as long as any Obligation
        or any
        Commitment remains outstanding and, in each case, unless the Requisite Lenders
        otherwise consent in writing:
  **Section
        7.1****Preservation
        of Corporate Existence, Etc.**
  Each
        of
        Holdings and the Borrower shall, and shall cause each Subsidiary of Holdings
        to,
        preserve and maintain its legal existence, rights (charter and statutory)
        and
        franchises, except in connection with Asset Sales or as permitted by ** *Section
        8.2* *(* *Restriction
        on Fundamental Changes* *)* ; *provided* ,
        that
        (a) the foregoing shall not prohibit the merger or consolidation of a Subsidiary
        of Holdings with or into another Subsidiary of Holdings, or the termination
        of
        the legal existence of any Subsidiary or Holdings (other than the Borrower
        or
        any other Loan Party) to the extent that the Board of Directors (or equivalent
        governing body) or any committee thereof of the Borrower or Holdings, as
        the
        case may be, determines in good faith that such Subsidiary is no longer
        necessary in the conduct of the business of the Borrower or Holdings, as
        the
        case may be, and that the termination of the existence of such Subsidiary
        or
        merger or consolidation of such Subsidiary with or into another Subsidiary,
        in
        each case, would not reasonably be likely to have a Material Adverse Effect
        and
        (b) none of the Borrower, Holdings or such Subsidiaries shall be required
        to
        preserve any right or franchise if the Board of Directors (or equivalent
        governing body) or any committee thereof of such Person determines that the
        preservation thereof is no longer desirable in the conduct of the business
        of
        the Borrower, Holdings or such Subsidiary, as the case may be, and that the
        loss
        thereof is not disadvantageous in any material respect to the Borrower, Holdings
        or such Subsidiary, as the case may be.
  **Section
        7.2****Compliance
        with Laws, Etc.**
  Each
        of
        Holdings and the Borrower shall, and shall cause each Subsidiary of Holdings
        to,
        comply with all applicable Requirements of Law, Contractual Obligations and
        Permits, except where the failure so to comply would not reasonably be expected,
        in the aggregate, to have a Material Adverse Effect.
  **Section
        7.3****Payment
        of Taxes, Etc.**
  Each
        of
        Holdings and the Borrower shall, and Holdings shall cause each of its
        Subsidiaries to, pay and discharge before the same shall become delinquent,
        all
        lawful governmental claims, taxes, assessments, charges and levies, in each
        case
        to the extent material and except where contested in good faith, by proper
        proceedings and adequate reserves therefor have been established on the books
        of
        Holdings, the Borrower or the appropriate Subsidiary in conformity with
        GAAP.
  66
  SECOND
          AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.
  **Section
        7.4****Access**
  Each
        of
        Holdings and the Borrower shall, and Holdings shall cause each of its
        Subsidiaries to, from time to time permit (at the expense of the Administrative
        Agent and the Lenders unless an Event of Default shall have occurred and
        be
        continuing) the Administrative Agent and the Lenders, or any agents or
        representatives thereof, within five Business Days after written notification
        of
        the same (except that during the continuance of an Event of Default, no such
        notice shall be required) during normal business hours to (a) examine and
        make copies of and abstracts from the records and books of account of Holdings,
        the Borrower and each Subsidiary of Holdings, (b) visit the properties of
        Holdings, the Borrower and each Subsidiary of Holdings, (c) discuss the affairs,
        finances and accounts of Holdings, the Borrower and each Subsidiary of Holdings
        with any of their respective officers or directors and (d) communicate (as
        long
        as no Event of Default shall have occurred and be continuing in the presence
        of
        a Responsible Officer of Holdings or the Borrower) directly with any of its
        certified public accountants (including the Borrower's Accountants). Each
        of
        Holdings and the Borrower shall authorize its certified public accountants
        (including the Borrower's Accountants), and shall cause the certified public
        accountants of any Subsidiary of Holdings, if any, to disclose in writing
        to the
        Administrative Agent or any Lender any and all financial statements and other
        information of any kind, as the Administrative Agent or any Lender (through
        the
        Administrative Agent) reasonably requests in writing with a copy to Holdings
        and
        that such accountants may have with respect to the business, financial
        condition, results of operations or other affairs of Holdings, the Borrower
        or
        any other Subsidiary of Holdings.
  **Section
        7.5****Keeping
        of Books**
  Each
        of
        Holdings and the Borrower shall, and shall cause each Subsidiary of Holdings
        to
        keep, proper books of record and account, in which full and correct entries
        shall be made in conformity with GAAP of all financial transactions and the
        assets and business of Holdings, the Borrower and each such
        Subsidiary.
  **Section
        7.6****Application
        of Proceeds**
  The
        Borrower (and, to the extent distributed to them by the Borrower, Holdings
        and
        each of its Subsidiaries) shall use the proceeds of the Loans solely as provided
        in *Section
        4.12* *(* *Use
        of Proceeds* *)* .
  **Section
        7.7****Additional
        Collateral**
  To
        the
        extent not delivered to the Administrative Agent on or before the Effective
        Date
        (including in respect of after-acquired Persons that become directly owned
        by
        any Loan Party after the Effective Date), Holdings and the Borrower agree
        promptly (and in any event, within 10 Business Days of the Effective Date
        or the
        date of acquisition of such property or Persons (or such later date as may
        be
        agreed to by the Administrative Agent)) to do, or cause each Loan Party to
        do,
        each of the following, unless otherwise agreed by the Administrative
        Agent:
  (a)  deliver
        to the Administrative Agent such duly-executed joinder and amendments to
        the
        Pledge Agreement and, if applicable, other Collateral Documents, in form
        and
        substance reasonably satisfactory to the Administrative Agent and as the
        Administrative Agent reasonably deems necessary or advisable in order to
        effectively grant to the Administrative Agent, for the benefit of the Secured
        Parties, a valid, perfected and enforceable first-priority security interest
        in
        the Stock and Stock Equivalents owned directly by any Loan Party in any acquired
        Person;
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  (b)  deliver
        to the Administrative Agent all certificates, instruments and other documents
        representing all Pledged Stock and all other Stock and Stock Equivalents
        being
        pledged pursuant to the joinders and amendments executed pursuant to *clause* *(a)*  above ,
        together with, in the case of certificated Pledged Stock and other certificated
        Stock and Stock Equivalents, undated stock powers endorsed in blank, in each
        case executed and delivered by a Responsible Officer of such Loan
        Party;
  (c)  to
        take
        such other actions as are necessary to create, maintain or perfect the security
        interest required to be granted pursuant to *clause* *(a)*  above ,
        including the filing of UCC financing statements in such jurisdictions as
        may be
        required by the Collateral Documents or by applicable Requirements of Law
        as may
        be reasonably requested by the Administrative Agent;
  *provided* that
        notwithstanding anything to the contrary in this *Section
        7.7* ,
        no Loan
        Party shall be required to pledge to the Administrative Agent pursuant to
        the
        Pledge Agreement or any other Loan Document any Stock or Stock Equivalents
        that
        constitute Excluded Equity unless and until such Stock or Stock Equivalents
        ceases to constitute Excluded Equity.
  **Section
        7.8****Additional
        Guarantees**
  (a)  In
        the
        event that Holdings forms any Subsidiary to hold the Stock of the Borrower,
        Holdings agrees to promptly (and in any event, within 10 Business Days of
        the
        formation of any such Subsidiary (or such later date as may be agreed to
        by the
        Administrative Agent)), and to cause each such Subsidiary to promptly, do
        each
        of the following, unless otherwise agreed by the Administrative
        Agent:
  (i)  deliver
        to the Administrative Agent such duly executed supplements and amendments
        to the
        Guaranty, in form and substance reasonably satisfactory to the Administrative
        Agent and as the Administrative Agent reasonably deems necessary or advisable
        in
        order to ensure that each such Subsidiary guaranties, as primary obligor
        and not
        as surety, the full and punctual payment when due of the Obligations or any
        part
        thereof;
  (ii)  deliver
        to the Administrative Agent such documents required to be delivered pursuant
        to *Section
        7.7*  ( *Additional
        Collateral* );
        and
  (iii)  to
        take
        such other actions necessary or reasonably advisable to ensure the validity
        or
        continuing validity of the guaranties required to be given pursuant to *clause* *(a)* ** above.
  (b)  In
        the
        event that Holdings forms any Subsidiary to hold (directly or indirectly)
        the
        Stock of the Borrower, Holdings agrees to promptly (and in any event, within
        30
        days of the formation of any such Subsidiary (or such later date as may be
        agreed to by the Administrative Agent)), and to cause each such Subsidiary
        to
        promptly, if requested by the Administrative Agent, deliver to the
        Administrative Agent legal opinions relating to the matters described in *clause* *(a)* ** above,
        which opinions shall be in form and substance, and from counsel, reasonably
        satisfactory to the Administrative Agent.
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  **Section
        7.9****Further
        Assurances**
  At
        the
        Borrower's cost and expense, upon the reasonable request of the Administrative
        Agent, duly execute and deliver or cause to be duly executed and delivered,
        to
        the Administrative Agent such further instruments, documents, certificates,
        financing and continuation statements, and do and cause to be done such further
        acts (including filing Uniform Commercial Code and other financing statements
        and delivering to the Administrative Agent certificates representing the
        Pledged
        Stock) that may be reasonably necessary or advisable in the reasonable opinion
        of the Administrative Agent to carry out more effectively the provisions
        and
        purposes of this Agreement, the Guaranty, the Collateral Documents and the
        other
        Loan Documents or that may be required under applicable Requirements of Law
        in
        order to grant, preserve, protect and perfect the validity and priority of
        the
        security interests and Liens created or intended to be created by the Collateral
        Documents.
  **Section
        7.10****Cash
        Collateral Accounts.**
  The
        Administrative Agent may establish one or more Cash Collateral Accounts with
        such depositaries and Securities Intermediaries as it in its sole discretion
        shall determine; provided, however, that no Cash Collateral Account shall
        be
        established with respect to the assets of any CFC. The Borrower agrees that
        each
        such Cash Collateral Account shall meet the requirements set forth in the
        definition of " *Cash
        Collateral Account* ".
        None
        of Holdings, the Borrower, any other Subsidiary of Holdings or any other
        Person
        claiming on behalf of or through Holdings, the Borrower or any Subsidiary
        of
        Holdings shall have any right to demand payment of any funds held in any
        Cash
        Collateral Account at any time prior to the termination of all outstanding
        Letters of Credit and the payment in full of all then outstanding and payable
        monetary Obligations. The Administrative Agent shall apply all funds on deposit
        in a Cash Collateral Account as provided in *Section
        2.12(g) (Payments and Computations)* .
  **ARTICLE
        VIII**
 ****
 **NEGATIVE
          COVENANTS**
 Each
        of
        the Borrower and Holdings agrees with the Lenders, the Issuers and the
        Administrative Agent to each of the following, as long as any Obligation
        or any
        Commitment remains outstanding and, in each case, unless the Requisite Lenders
        otherwise consent in writing:
  **Section
        8.1****Liens,
        Etc.**
  Neither
        Holdings nor the Borrower shall, nor shall they permit any Loan Party to,
        create
        or suffer to exist, any Lien upon or with respect to any of their respective
        directly owned properties or assets, whether now owned or hereafter acquired,
        or
        assign any right to receive income, except for the following:
  (a)  Liens
        created pursuant to the Loan Documents; and
  (b)  Customary
        Permitted Liens on the assets of the Loan Parties.
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  **Section
        8.2****Restriction
        on Fundamental Changes**
  Neither
        Holdings nor the Borrower shall, nor shall they permit any Loan Party
        to:
  (a)  consummate
        any Acquisition or create any Subsidiary unless at the time of such Acquisition
        or creation and after giving effect thereto, no Default or Event of Default
        shall have occurred and be continuing;
  (b)  except
        in
        connection with an Acquisition, merge or consolidate with any Person; *provided* ,
        that
        the Borrower, Holdings or such other Loan Party may merge or consolidate
        with
        each other or any of their respective Subsidiaries as long as (i) except
        as set
        forth in subclause (ii) below, the Borrower or Holdings, as the case may
        be,
        shall be the continuing or surviving entity or in the case of such other
        Loan
        Party other than the Borrower or Holdings, the entity into which such Loan
        Party
        is merged shall become a Loan Party hereunder and (ii) in the case of a merger
        or consolidation of the Borrower with or into Holdings or such other Loan
        Party,
        the Borrower shall be the continuing or surviving entity; or
  (c)  enter
        into any joint venture or partnership with any Person.
  **Section
        8.3****Transactions
        with Affiliates**
  Neither
        Holdings nor the Borrower shall, nor shall they permit any Loan Party to,
        enter
        into any transaction of any kind with any Affiliate, whether or not in the
        ordinary course of business, other than (a) Permitted Affiliate Transactions
        or
        (b) on fair and reasonable terms not substantially less favorable to the
        Borrower, Holdings or such Loan Party, as the case may be, as would be
        obtainable by such Person at the time in a comparable arm's length transaction
        with a Person other than an Affiliate.
  **Section
        8.4****Accounting
        Changes; Fiscal Year**
  Neither
        Holdings nor the Borrower shall, nor shall they permit any Loan Party to,
        change
        its (a) accounting treatment and reporting practices or tax reporting treatment,
        except as required by GAAP or any Requirement of Law and disclosed to the
        Lenders and the Administrative Agent or (b) Fiscal Year.
  **Section
        8.5****No
        Speculative Transactions**
  Neither
        Holdings nor the Borrower shall, nor shall they permit any Loan Party to,
        engage
        in any speculative financial transactions involving Hedging Contracts, other
        credit derivatives or other financial instruments, except for the sole purpose
        of hedging in the normal course of business and consistent with industry
        practices.
  **Section
        8.6****Certain
        Agreements**
  Holdings
        shall not make or agree to any amendment to or waivers or other modifications
        of
        any of the terms of the Management Services Agreement unless (a) Holdings
        shall
        have delivered to the Administrative Agent a copy of any such proposed
        amendment, waiver or other modification at least 5 Business Days prior to
        the
        effectiveness thereof and (b) any such amendment, waiver or other modification
        would not reasonably be expected to materially adversely affect the interests
        of
        the Lenders.
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  **Section
        8.7****Restricted
        Payments**
  If a
        Default
        or an
        Event
        of Default ,
        as
        applicable, specified in *Section
        9.1 (a), (b)* or *(f)*  exists ,
        or if
        as a result of the
        occurrence of any other Event of Default any of the Obligations has been
        accelerated pursuant to *Section
        9.2* ,
        the
        Borrower shall not declare, order, pay, make or set apart any sum for any
        Restricted Payment.
  **Section
        8.8****Guaranty
        Obligations**
  Neither
        Holdings nor the Borrower shall permit any Subsidiary of Holdings (other
        than the Borrower) or any Subsidiary of the
        Borrower, as applicable, to incur any Guaranty Obligations in respect of
        Indebtedness of any Person other than (a) the Line of Business Holding Company
        of such Subsidiary and (b) other Subsidiaries of such Line of Business Holding
        Company. As used in this definition, " *Line
        of Business Holding Company* "
        means a
        Subsidiary of Holdings or the Borrower, as applicable, substantially all
        of the
        assets of which consist of Stock of Subsidiaries of the Borrower (or in the
        case
        of Holdings, Subsidiaries that are not Subsidiaries of the Borrower) engaged
        in
        the same line of business. In no event shall Holdings or the Borrower be
        considered a Line of Business Holding Company.
  **ARTICLE
        IX**
 ****
 **EVENTS
          OF DEFAULT**
 **Section
        9.1****Events
        of Default**
  Each
        of
        the following events shall be an Event of Default:
  (a)  the
        Borrower shall fail to pay any principal of any Loan or any Reimbursement
        Obligation when the same becomes due and payable; or
  (b)  the
        Borrower shall fail to pay any interest on any Loan, any fee under any of
        the
        Loan Documents or any other Obligation (other than one referred to in *clause* *(a)*  above )
        and
        such non-payment continues for a period of five Business Days after the due
        date
        therefor; or
  (c)  any
        representation or warranty made or deemed made by any Loan Party in any Loan
        Document or by any Loan Party (or any of its officers) in connection with
        any
        Loan Document shall prove to have been incorrect in any material respect
        when
        made or deemed made; or
  (d)  any
        Loan
        Party shall fail to perform or observe (i) any term, covenant or agreement
        contained in *Article
        V* ( *Financial
        Covenants* ), *Section
        7.1*  ( *Preservation
        of Corporate Existence, Etc.* ), *Section
        7.4*  ( *Access* ), *Section
        7.6*  ( *Application
        of Proceeds* ), *Section
        7.7*  ( *Additional
        Collateral* ), *Section
        7.8*  ( *Additional
        Guarantees* )
        or *Article
        VIII* ( *Negative
        Covenants* )
        or (ii)
        any other term, covenant or agreement contained in this Agreement or in any
        other Loan Document if such failure under this *clause
        (ii)* shall
        remain unremedied for 30 days after the earlier of (A) the date on which
        a
        Responsible Officer of the Borrower becomes aware of such failure and (B)
        the
        date on which written notice thereof shall have been given to the Borrower
        by
        the Administrative Agent or any Lender; or
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 (e)  (i)
        any
        Loan Party shall fail to make any payment on any Indebtedness of such Loan
        Party
        (other than the Obligations) and such failure relates to Indebtedness having
        a
        principal amount of $5,000,000 or more, when the same becomes due and payable
        (whether by scheduled maturity, required prepayment, acceleration, demand
        or
        otherwise) and after giving effect to any applicable grace period specified
        in
        any agreement or instrument relating to such Indebtedness, (ii) any other
        event
        shall occur or condition shall exist under any agreement or instrument relating
        to any such Indebtedness, if the effect of such event or condition is to
        accelerate, or to permit the acceleration of, the maturity of such Indebtedness
        or (iii) any such Indebtedness shall become or be declared to be due and
        payable, or be required to be prepaid or repurchased (other than by a regularly
        scheduled required prepayment), prior to the stated maturity thereof;
        or
  (f)  (i)
        any
        Loan Party shall generally not pay its debts as such debts become due, shall
        admit in writing its inability to pay its debts generally or shall make a
        general assignment for the benefit of creditors, (ii) any proceeding shall
        be
        instituted by or against such Loan Party seeking to adjudicate it a bankrupt
        or
        insolvent, or seeking liquidation, winding up, reorganization, arrangement,
        adjustment, protection, relief or composition of it or its debts, under any
        Requirement of Law relating to bankruptcy, insolvency or reorganization or
        relief of debtors, or seeking the entry of an order for relief or the
        appointment of a custodian, receiver, trustee or other similar official for
        it
        or for any substantial part of its property; *provided* , *however* ,
        that,
        in the case of any such proceedings instituted against Holdings or the Borrower
        (but not instituted by Holdings or the Borrower) either such proceedings
        shall
        remain undismissed or unstayed for a period of 60 days or more or any action
        sought in such proceedings (including the entry of an order for relief against,
        or the appointment of a receiver, trustee, custodian or other similar official
        for, such Person or any substantial part of such Person's property) shall
        occur
        or (iii) Holdings or the Borrower shall take any corporate action to authorize
        any action set forth in *clauses
        (i)* and *(ii)* above;
        or
  (g)  one
        or
        more judgments or orders (or other similar process) involving, in the case
        of
        money judgments, an aggregate amount in excess of $5,000,000 to the extent
        not
        covered by independent third-party insurance as to which the insurer does
        not
        deny coverage, shall be rendered against one or more of any Loan Party and
        either (i) enforcement proceedings shall have been commenced by any creditor
        upon such judgment or order or (ii) there shall be any period of 60 consecutive
        days during which a stay of enforcement of such judgment or order, by reason
        of
        a pending appeal or otherwise, shall not be in effect; or
  (h)  (i)
        any
        material provision of any Loan Document after delivery thereof shall for
        any
        reason fail or cease to be valid and binding on, or enforceable against,
        any
        Loan Party party thereto (other than as a result of the payment in full of
        the
        Obligations and the termination of the Commitments hereunder), or any Loan
        Party
        shall so state in writing; or (ii) any Loan Party denies that it has any
        further
        liability or obligation under any Loan Document or purports to revoke, terminate
        or rescind any Loan Document; or
  (i)  any
        Collateral Document shall for any reason (other than pursuant to the terms
        thereof) fail or cease to create a valid and enforceable Lien on any Collateral
        purported to be covered thereby or, except as permitted by the Loan Documents,
        such Lien shall fail or cease to be a perfected and first priority Lien,
        or any
        Loan Party shall so state in writing; or
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  (j)  there
        shall occur any Change of Control.
  **Section
        9.2****Remedies**
  During
        the continuance of any Event of Default, the Administrative Agent (a) may,
        and, at the request of the Requisite Lenders, shall, by notice to the Borrower
        declare that all or any portion of the Commitments be terminated, whereupon
        the
        obligation of each Lender to make any Loan and each Issuer to Issue any Letter
        of Credit shall immediately terminate and (b) may and, at the request of
        the Requisite Lenders, shall, by notice to the Borrower, declare the Loans,
        all
        interest thereon and all other amounts and Obligations payable under this
        Agreement to be forthwith due and payable, whereupon the Loans, all such
        interest and all such amounts and Obligations shall become and be forthwith
        due
        and payable, without presentment, demand, protest or further notice of any
        kind,
        all of which are hereby expressly waived by the Borrower; *provided* , *however* ,
        that
        upon the occurrence of the Events of Default specified in *Section
        9.1 (f)* *(* *Events
        of Default* *)* ,
        (A) the
        Commitments of each Lender to make Loans and the commitments of each Lender
        and
        Issuer to Issue or participate in Letters of Credit shall each automatically
        be
        terminated and (B) the Loans, all such interest and all such amounts and
        Obligations shall automatically become and be due and payable, without
        presentment, demand, protest or any notice of any kind, all of which are
        hereby
        expressly waived by the Borrower. In addition to the remedies set forth above,
        the Administrative Agent may exercise any remedies provided for by the
        Collateral Documents in accordance with the terms thereof or any other remedies
        provided by applicable law.
  **Section
        9.3****Actions
        in Respect of Letters of Credit**
  At
        any
        time (i) upon the Commitment Termination Date, (ii) after the Commitment
        Termination Date when the aggregate funds on deposit in Cash Collateral Accounts
        shall be less than 105% of the Letter of Credit Obligations, and (iii) as
        may be
        required by *Section
        2.8 (b)* or *(c)* *(* *Mandatory
        Prepayments* ),
        the
        Borrower shall pay to the Administrative Agent in immediately available funds
        at
        the Administrative Agent's office referred to in *Section
        11.8* *(* *Notices,
        Etc.* *)* ,
        for
        deposit in a Cash Collateral Account, (A) in the case of *clauses*  *(i)* and *(ii)* above,
        the amount required to that, after such payment, the aggregate funds on deposit
        in the Cash Collateral Accounts equals or exceeds 105% of the sum of all
        outstanding Letter of Credit Obligations and (B) in the case of *clause*  *(iii)* above,
        the amount required by *Section
        2.8 (b)* or *(c)* *(* *Mandatory
        Prepayments* *)* .
        The
        Administrative Agent may, from time to time after funds are deposited in
        any
        Cash Collateral Account, apply funds then held in such Cash Collateral Account
        to the payment of any amounts, in accordance with *Section
        2.8 (b)* or *(c)* *(* *Mandatory
        Prepayments* *)* and *Section
        2.12(g) (Payments and Computations))* ,
        as
        shall have become or shall become due and payable by the Borrower to the
        Issuers
        or Lenders in respect of the Letter of Credit Obligations. The Administrative
        Agent shall promptly give written notice of any such application; *provided* , *however* ,
        that
        the failure to give such written notice shall not invalidate any such
        application.
  **Section
        9.4****Rescission**
  If
        at any
        time after termination of the Commitments or acceleration of the maturity
        of the
        Loans, the Borrower shall pay all arrears of interest and all payments on
        account of principal of the Loans and Reimbursement Obligations that shall
        have
        become due otherwise than by acceleration (with interest on principal and,
        to
        the extent permitted by law, on overdue interest, at the rates specified
        herein)
        and all Events of Default and Defaults (other than non-payment of principal
        of
        and accrued interest on the Loans due and payable solely by virtue of
        acceleration) shall be remedied or waived pursuant to *Section
        11.1* *(* *Amendments,
        Waivers, Etc.* *)* ,
        then
        upon the written consent of the Requisite Lenders and written notice to the
        Borrower, the termination of the Commitments or the acceleration and their
        consequences may be rescinded and annulled; *provided* , *however* ,
        that
        such action shall not affect any subsequent Event of Default or Default or
        impair any right or remedy consequent thereon. The provisions of the preceding
        sentence are intended merely to bind the Lenders and the Issuers to a decision
        that may be made at the election of the Requisite Lenders, and such provisions
        are not intended to benefit the Borrower and do not give the Borrower the
        right
        to require the Lenders to rescind or annul any acceleration hereunder, even
        if
        the conditions set forth herein are met.
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  **ARTICLE
        X**
 ****
 **THE
          ADMINISTRATIVE AGENT**
 **Section
        10.1****Authorization
        and Action**
  (a)  Each
        Lender and each Issuer hereby appoints Citicorp as the Administrative Agent
        hereunder and each Lender and each Issuer authorizes the Administrative Agent
        to
        take such action as agent on its behalf and to exercise such powers under
        this
        Agreement and the other Loan Documents as are delegated to the Administrative
        Agent under such agreements and to exercise such powers as are reasonably
        incidental thereto. Without limiting the foregoing, each Lender and each
        Issuer
        hereby authorizes the Administrative Agent to execute and deliver, and to
        perform its obligations under, each of the Loan Documents to which the
        Administrative Agent is a party, to exercise all rights, powers and remedies
        that the Administrative Agent may have under such Loan Documents and, in
        the
        case of the Collateral Documents, to act as agent for the Lenders, Issuers
        and
        the other Secured Parties under such Collateral Documents.
  (b)  As
        to any
        matters not expressly provided for by this Agreement and the other Loan
        Documents (including enforcement or collection), the Administrative Agent
        shall
        not be required to exercise any discretion or take any action, but shall
        be
        required to act or to refrain from acting (and shall be fully protected in
        so
        acting or refraining from acting) upon the instructions of the Requisite
        Lenders, and such instructions shall be binding upon all Lenders and each
        Issuer; *provided* , *however* ,
        that
        the Administrative Agent shall not be required to take any action that (i)
        the
        Administrative Agent in good faith believes exposes it to personal liability
        unless the Administrative Agent receives an indemnification satisfactory
        to it
        from the Lenders and the Issuers with respect to such action or (ii) is contrary
        to this Agreement or applicable law. The Administrative Agent agrees to give
        to
        each Lender and each Issuer prompt notice of each notice given to it by any
        Loan
        Party pursuant to the terms of this Agreement or the other Loan
        Documents.
  (c)  In
        performing its functions and duties hereunder and under the other Loan
        Documents, the Administrative Agent is acting solely on behalf of the Lenders
        and the Issuers except to the limited extent provided in *Section
        2.6 (b)* *(* *Evidence
        of Debt* *)* ,
        and its
        duties are entirely administrative in nature. The Administrative Agent does
        not
        assume and shall not be deemed to have assumed any obligation other than
        as
        expressly set forth herein and in the other Loan Documents or any other
        relationship as the agent, fiduciary or trustee of or for any Lender, Issuer
        or
        holder of any other Obligation. The Administrative Agent may perform any
        of its
        duties under any Loan Document by or through its agents or
        employees.
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  (d)  In
        the
        event that Citicorp or any of its Affiliates shall be or become an indenture
        trustee under the Trust Indenture Act of 1939 (as amended, the "Trust Indenture
        Act") in respect of any securities issued or guaranteed by any Loan Party,
        the
        parties hereto acknowledge and agree that any payment or property received
        in
        satisfaction of or in respect of any Obligation of such Loan Party hereunder
        or
        under any other Loan Document by or on behalf of Citicorp in its capacity
        as the
        Administrative Agent for the benefit of any Loan Party under any Loan Document
        (other than Citicorp or an Affiliate of Citicorp) and which is applied in
        accordance with the Loan Documents shall be deemed to be exempt from the
        requirements of Section 311 of the Trust Indenture Act pursuant to Section
        311(b)(3) of the Trust Indenture Act.
  (e)  The
        Arranger shall have no obligations or duties whatsoever in such capacity
        under
        this Agreement or any other Loan Document and shall incur no liability hereunder
        or thereunder in such capacity.
  **Section
        10.2****Administrative
        Agent's Reliance, Etc.**
  None
        of
        the Administrative Agent, any of its Affiliates or any of their respective
        directors, officers, agents or employees shall be liable for any action taken
        or
        omitted to be taken by it, him, her or them under or in connection with this
        Agreement or the other Loan Documents, except for its, his, her or their
        own
        gross negligence or willful misconduct. Without limiting the foregoing, the
        Administrative Agent (a) may treat the payee of any Note as its holder until
        such Note has been assigned in accordance with *Section
        11.2 (e)* *(* *Assignments
        and Participations* *)* ,
        (b) may rely on the Register to the extent set forth in *Section
        2.6* *(* *Evidence
        of Debt* *)* ,
        (c) may
        consult with legal counsel (including counsel to the Borrower or any other
        Loan
        Party), independent public accountants and other experts selected by it and
        shall not be liable for any action taken or omitted to be taken in good faith
        by
        it in accordance with the advice of such counsel, accountants or experts,
        (d)
        makes no warranty or representation to any Lender or Issuer and shall not
        be
        responsible to any Lender or Issuer for any statements, warranties or
        representations made by or on behalf of any Loan Party or any of such Loan
        Party's Subsidiaries in or in connection with this Agreement or any other
        Loan
        Document, (e) shall not have any duty to ascertain or to inquire either as
        to
        the performance or observance of any term, covenant or condition of this
        Agreement or any other Loan Document, as to the financial condition of any
        Loan
        Party or as to the existence or possible existence of any Default or Event
        of
        Default, (f) shall not be responsible to any Lender or Issuer for the due
        execution, legality, validity, enforceability, genuineness, sufficiency or
        value
        of, or the attachment, perfection or priority of any Lien created or purported
        to be created under or in connection with, this Agreement, any other Loan
        Document or any other instrument or document furnished pursuant hereto or
        thereto and (g) shall incur no liability under or in respect of this Agreement
        or any other Loan Document by acting upon any notice, consent, certificate
        or
        other instrument or writing (which writing may be a telecopy or electronic
        mail)
        or any telephone message believed by it to be genuine and signed or sent
        by the
        proper party or parties.
  **Section
        10.3****Posting
        of Approved Electronic Communications**
  (a)  Each
        of
        the Lenders, the Issuers and Holdings and the Borrower agree, and Holdings
        and
        the Borrower shall cause each other Loan Party to agree, that the Administrative
        Agent may, but shall not be obligated to, make the Approved Electronic
        Communications available to the Lenders and Issuers by posting such Approved
        Electronic Communications on IntraLinksTM or a
        substantially similar electronic platform chosen by the Administrative Agent
        to
        be its electronic transmission system (the " *Approved
        Electronic Platform* ").
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            Infrastructure Company Inc.
  (b)  Although
        the Approved Electronic Platform and its primary web portal are secured with
        generally-applicable security procedures and policies implemented or modified
        by
        the Administrative Agent from time to time (including, as of the Closing
        Date, a
        dual firewall and a User ID/Password Authorization System) and the Approved
        Electronic Platform is secured through a single-user-per-deal authorization
        method whereby each user may access the Approved Electronic Platform only
        on a
        deal-by-deal basis, each of the Lenders, the Issuers, Holdings and the Borrower
        acknowledges and agrees, and each of Holdings and the Borrower acknowledge
        and
        agree on behalf of their respective Subsidiaries, that the distribution of
        material through an electronic medium is not necessarily secure and that
        there
        are confidentiality and other risks associated with such distribution. In
        consideration for the convenience and other benefits afforded by such
        distribution and for the other consideration provided hereunder, the receipt
        and
        sufficiency of which is hereby acknowledged, each of the Lenders, the Issuers,
        Holdings and the Borrower hereby approves, and the Borrower and Holdings
        approve
        on behalf of their respective Subsidiaries, distribution of the Approved
        Electronic Communications through the Approved Electronic Platform and
        understands and assumes, and Holdings and the Borrower shall cause each other
        Loan Party to understand and assume, the risks of such
        distribution.
  (c)  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.
  (d)  Each
        of
        the Lenders, the Issuers, Holdings and the Borrower agree, and Holdings and
        the
        Borrower agree on behalf of their respective Subsidiaries, that the
        Administrative Agent may, but (except as may be required by applicable law)
        shall not be obligated to, store the Approved Electronic Communications on
        the
        Approved Electronic Platform in accordance with the Administrative Agent's
        generally-applicable document retention procedures and policies.
  **Section
        10.4****The
        Administrative Agent Individually**
  With
        respect to its Ratable Portion, Citicorp shall have and may exercise the
        same
        rights and powers hereunder and is subject to the same obligations and
        liabilities as and to the extent set forth herein for any other Lender. The
        terms " *Lenders* ",
        " *Requisite
        Lenders* "
        and any
        similar terms shall, unless the context clearly otherwise indicates, include,
        without limitation, the Administrative Agent in its individual capacity as
        a
        Lender or as one of the Requisite Lenders. Citicorp and its Affiliates may
        accept deposits from, lend money to, and generally engage in any kind of
        banking, trust or other business with, any Loan Party as if Citicorp were
        not
        acting as the Administrative Agent.
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            Infrastructure Company Inc.
  **Section
        10.5****Lender
        Credit Decision**
  Each
        Lender and each Issuer acknowledges that it shall, independently and without
        reliance upon the Administrative Agent or any other Lender conduct its own
        independent investigation of the financial condition and affairs of the Borrower
        and each other Loan Party in connection with the making and continuance of
        the
        Loans and with the issuance of the Letters of Credit. Each Lender and each
        Issuer also acknowledges that it shall, independently and without reliance
        upon
        the Administrative Agent or any other Lender and based on such documents
        and
        information as it shall deem appropriate at the time, continue to make its
        own
        credit decisions in taking or not taking action under this Agreement and
        other
        Loan Documents. Except for the documents expressly required by any Loan Document
        to be transmitted by the Administrative Agent to the Lenders or the Issuers,
        the
        Administrative Agent shall not have any duty or responsibility to provide
        any
        Lender or any Issuer with any credit or other information concerning the
        business, prospects, operations, property, financial or other condition or
        creditworthiness of any Loan Party or any Affiliate of any Loan Party that
        may
        come into the possession of the Administrative Agent or any Affiliate thereof
        or
        any employee or agent of any of the foregoing.
  **Section
        10.6****Indemnification**
  Each
        Lender agrees to indemnify the Administrative Agent and the Agent Affiliates
        (to
        the extent not reimbursed by the Borrower), from and against such Lender's
        aggregate Ratable Portion of any and all liabilities, obligations, losses,
        damages, penalties, actions, judgments, suits, costs, expenses and disbursements
        (including fees, expenses and disbursements of financial and legal advisors)
        of
        any kind or nature whatsoever that may be imposed on, incurred by, or asserted
        against, the Administrative Agent or any of the Agent Affiliates in any way
        relating to or arising out of this Agreement or the other Loan Documents
        or any
        action taken or omitted by the Administrative Agent under this Agreement
        or the
        other Loan Documents; *provided* , *however* ,
        that no
        Lender shall be liable for any portion of such liabilities, obligations,
        losses,
        damages, penalties, actions, judgments, suits, costs, expenses or disbursements
        resulting from the Administrative Agent's or such Agent Affiliate's gross
        negligence or willful misconduct. Without limiting the foregoing, each Lender
        agrees to reimburse the Administrative Agent promptly upon demand for its
        ratable share of any out-of-pocket expenses (including fees, expenses and
        disbursements of financial and legal advisors) incurred by the Administrative
        Agent in connection with the preparation, execution, delivery, administration,
        modification, amendment or enforcement (whether through negotiations, legal
        proceedings or otherwise) of, or legal advice in respect of its rights or
        responsibilities under, this Agreement or the other Loan Documents, to the
        extent that the Administrative Agent is not reimbursed for such expenses
        by the
        Borrower or another Loan Party.
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 **Section
        10.7****Successor
        Administrative Agent**
  The
        Administrative Agent may resign at any time by giving written notice thereof
        to
        the Lenders and the Borrower. Upon any such resignation, the Requisite Lenders
        shall have the right to appoint a successor Administrative Agent. If no
        successor Administrative Agent shall have been so appointed by the Requisite
        Lenders, and shall have accepted such appointment, within 30 days after the
        retiring Administrative Agent's giving of notice of resignation, then the
        retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
        Administrative Agent, selected from among the Lenders. In either case, such
        appointment shall be subject to the prior written approval of the Borrower
        (which approval may not be unreasonably withheld and shall not be required
        upon
        the occurrence and during the continuance of an Event of Default). Upon the
        acceptance of any appointment as Administrative Agent by a successor
        Administrative Agent, such successor Administrative Agent shall succeed to,
        and
        become vested with, all the rights, powers, privileges and duties of the
        retiring Administrative Agent, and the retiring Administrative Agent shall
        be
        discharged from its duties and obligations under this Agreement and the other
        Loan Documents. Prior to any retiring Administrative Agent's resignation
        hereunder as Administrative Agent, the retiring Administrative Agent shall
        take
        such action as may be reasonably necessary to assign to the successor
        Administrative Agent its rights as Administrative Agent under the Loan
        Documents. After such resignation, the retiring Administrative Agent shall
        continue to have the benefit of this *Article
        X* as to
        any actions taken or omitted to be taken by it while it was Administrative
        Agent
        under this Agreement and the other Loan Documents.
  **Section
        10.8****Collateral
        and Guarantee Matters**
  (a)  Each
        Lender and each Issuer agrees that any action taken by the Administrative
        Agent
        or the Requisite Lenders (or, where required by the express terms of this
        Agreement, a greater proportion of the Lenders) in accordance with the
        provisions of this Agreement or of the other Loan Documents, and the exercise
        by
        the Administrative Agent or the Requisite Lenders (or, where so required,
        such
        greater proportion) of the powers set forth herein or therein, together with
        such other powers as are reasonably incidental thereto, shall be authorized
        and
        binding upon all of the Lenders, Issuers and other Secured Parties. Without
        limiting the generality of the foregoing, the Administrative Agent shall
        have
        the sole and exclusive right and authority to (i) act as the disbursing and
        collecting agent for the Lenders and the Issuers with respect to all payments
        and collections arising in connection herewith and with the Collateral
        Documents, (ii) execute and deliver each Collateral Document and accept delivery
        of each such agreement delivered by the Borrower or any of its Subsidiaries,
        (iii) act as collateral agent for the Lenders, the Issuers and the other
        Secured
        Parties for purposes of the perfection of all security interests and Liens
        created by such agreements and all other purposes stated therein, *provided* , *however* ,
        that
        the Administrative Agent hereby appoints, authorizes and directs each Lender
        and
        Issuer to act as collateral sub-agent for the Administrative Agent, the Lenders
        and the Issuers for purposes of the perfection of all security interests
        and
        Liens with respect to the Collateral, (iv) manage, supervise and otherwise
        deal
        with the Collateral, (v) take such action as is necessary or desirable to
        maintain the perfection and priority of the security interests and Liens
        created
        or purported to be created by the Collateral Documents and (vi) except as
        may be
        otherwise specifically restricted by the terms hereof or of any other Loan
        Document, exercise all remedies given to the Administrative Agent, the Lenders,
        the Issuers and the other Secured Parties with respect to the Collateral
        under
        the Loan Documents relating thereto, applicable law or otherwise.
  (b)  Each
        of
        the Lenders and the Issuers hereby consents to the release and hereby directs,
        in accordance with the terms hereof, the Administrative Agent to release
        any
        Lien held by the Administrative Agent for the benefit of the Lenders and
        the
        issuers against any of the following:
  (i)  all
        of
        the Collateral and all Loan Parties, upon termination of the Commitments
        and
        payment and satisfaction in full of all Loans, all Reimbursement Obligations
        and
        all other Obligations that the Administrative Agent has been notified in
        writing
        are then due and payable (and, in respect of contingent Letter of Credit
        Obligations, with respect to which cash collateral has been deposited or
        a
        back-up letter of credit has been issued, in either case in the appropriate
        currency and on terms satisfactory to the Administrative Agent and the
        applicable Issuers); and
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            Infrastructure Company Inc.
  (ii)  any
        part
        of the Collateral sold or disposed of by a Loan Party if such Asset Sale
        is
        permitted by this Agreement (or permitted pursuant to a waiver of or consent
        to
        a transaction otherwise prohibited by this Agreement).
  Each
        of
        the Lenders and the Issuers hereby directs the Administrative Agent to execute
        and deliver or file such termination and partial release statements and do
        such
        other things as are necessary to release Liens to be released pursuant to
        this *Section
        10.8* promptly
        upon the effectiveness of any such release.
  (c)  Each
        of
        the Lenders and the Issuers hereby consents to the release and hereby directs,
        in accordance with the terms hereof, the Administrative Agent, on behalf
        of the
        Guarantied Parties (as defined in the Guaranty) to release any Guarantor
        from
        its obligations under the Guaranty upon:
  (i)  termination
        of the Commitments and payment and satisfaction in full of all Loans, all
        Reimbursement Obligations and all other Obligations that the Administrative
        Agent has been notified in writing are then due and payable (and, in respect
        of
        contingent Letter of Credit Obligations, with respect to which cash collateral
        has been deposited or a back-up letter of credit has been issued, in either
        case
        in the appropriate currency and on terms satisfactory to the Administrative
        Agent and the applicable Issuers); or
  (ii)  the
        sale
        or other disposition of such Person pursuant to an Asset Sale, *provided* ,
        that
        the Net Cash Proceeds therefrom shall have been applied to repay the Obligations
        to the extent required by *Section
        2.8* *(* *Mandatory
        Prepayments* *)* .
  (d)  Upon
        request by the Administrative Agent at any time, the Requisite Lenders will
        confirm in writing the Administrative Agent's authority to release or
        subordinate its interest in particular types or items of property, or to
        release
        any Guarantor from its obligations under the Guaranty, pursuant to this *Section
        10.8* *.*
  (e)  Each
        of
        the Lenders and the Issuers hereby confirms that it is
        a
        Comparable Financial Institution.
  **ARTICLE
        XI**
 ****
 **MISCELLANEOUS**
 **Section
        11.1****Amendments,
        Waivers, Etc.**
  (a)  No
        amendment or waiver of any provision of this Agreement or any other Loan
        Document nor consent to any departure by any Loan Party therefrom shall in
        any
        event be effective unless the same shall be in writing and (x) in the case
        of an
        amendment to cure any ambiguity, omission, defect or inconsistency, signed
        by
        the Administrative Agent and the Borrower, (y) in the case of any such waiver
        or
        consent, signed by the Requisite Lenders (or by the Administrative Agent
        with
        the consent of the Requisite Lenders) and (z) in the case of any other
        amendment, by the Requisite Lenders (or by the Administrative Agent with
        the
        consent of the Requisite Lenders) and the Borrower, and then any such waiver
        or
        consent shall be effective only in the specific instance and for the specific
        purpose for which given; *provided* , *however* ,
        that no
        amendment, waiver or consent shall, unless in writing and signed by each
        Lender
        directly affected thereby, in addition to the Requisite Lenders (or the
        Administrative Agent with the consent thereof), do any of the
        following:
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          AMENDED AND RESTATED CREDIT AGREEMENT
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            Infrastructure Company Inc.
  (i)  waive
        any
        condition specified in *Section
        3.1* ( *Conditions
        Precedent to Effectiveness* )
        or *Section
        3.2 (b)* ( *Conditions
        Precedent to Each Loan and Letter of Credit* ),
        except
        with respect to a condition based upon another provision hereof, the waiver
        of
        which requires only the concurrence of the Requisite Lenders and, in the
        case of
        the conditions specified in *Section
        3.1*  ( *Conditions
        Precedent to Effectiveness* ),
        subject to the provisions of *Section
        3.3*  ( *Determinations
        of Conditions Precedent to Effectiveness* );
  (ii)  increase
        the Commitment of such Lender or subject such Lender to any additional
        obligation; *provided* , *however* ,
        that
        any such increase with respect to the aggregate Commitment shall require
        the
        consent of each of the Lenders;
  (iii)  extend
        the scheduled final maturity of any Loan owing to such Lender, or waive,
        reduce
        or postpone any scheduled date fixed for the payment or reduction of principal
        or interest of any such Loan or fees owing to such Lender (it being understood
        that *Section
        2.8* *(* *Mandatory
        Prepayments* *)* does
        not
        provide for scheduled dates fixed for payment) or for the reduction of such
        Lender's Commitment;
  (iv)  reduce,
        or release the Borrower from its obligations to repay, the principal amount
        of
        any Loan or Reimbursement Obligation owing to such Lender (other than by
        the
        payment or prepayment thereof);
  (v)  reduce
        the rate of interest on any Loan or Reimbursement Obligation outstanding
        and
        owing to such Lender or any fee payable hereunder to such Lender;
  (vi)  postpone
        any scheduled date fixed for payment of interest or fees owing to such Lender
        or
        waive any such scheduled payment;
  (vii)  change
        the aggregate Ratable Portions of Lenders required for any or all Lenders
        to
        take any action hereunder;
  (viii)  release
        all or substantially all of the Collateral except as provided in *Section
        10.8 (b)* ( *Collateral
        and Guarantee Matters* )
        or
        release the Borrower from its payment obligation to such Lender under this
        Agreement or the Notes owing to such Lender (if any) or release the Guarantor
        from its obligations under the Guaranty; or
  (ix)  amend *Section
        10.8 (b)* ( *Collateral
        and Guarantee Matters* ), *Section
        11.7*  ( *Sharing
        of Payments, Etc.* ),
        this *Section
        11.1*  or any
        definition of the terms “Requisite
        Lenders”; “
or
“Ratable
        Portion”;
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          AMENDED AND RESTATED CREDIT AGREEMENT
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            Infrastructure Company Inc.
  and *provided* , *further* ,
        that
        (A) any modification of the application of payments to the Loans pursuant
        to *Section
        2.8* *(* *Mandatory
        Prepayments* *)* shall
        require the consent of the Requisite Lenders, (B) no amendment, waiver or
        consent shall, unless in writing and signed by any Special Purpose Vehicle
        that
        has been granted an option pursuant to *Section
        11.2 (e)* *(* *Assignments
        and Participations* *)* ,
        affect
        the grant or nature of such option or the right or duties of such Special
        Purpose Vehicle hereunder and (C) no amendment, waiver or consent shall,
        unless
        in writing and signed by the Administrative Agent in addition to the Lenders
        required above to take such action, affect the rights or duties of the
        Administrative Agent under this Agreement or the other Loan Documents; and *provided* , *further* ,
        that
        (X) the Administrative Agent may, with the consent of the Borrower, amend,
        modify or supplement this Agreement to cure any ambiguity, omission, defect
        or
        inconsistency, so long as such amendment, modification or supplement does
        not
        adversely affect the rights of any Lender or any Issuer and (Y) the
        Administrative Agent, the Borrower and the applicable Lender or Eligible
        Assignee, as applicable, may amend, modify or supplement this Agreement to
        the
        extent necessary to implement the terms of the Facility Increase in accordance
        with the terms and conditions set forth in *Section
        2.17 (Facility Increase)* and as
        permitted under *Section
        3.4 (Conditions Precedent to the Facility Increase)* .
  (b)  The
        Administrative Agent may, but shall have no obligation to, with the written
        concurrence of any Lender, execute amendments, modifications, waivers or
        consents on behalf of such Lender. Any waiver or consent shall be effective
        only
        in the specific instance and for the specific purpose for which it was given.
        No
        notice to or demand on the Borrower in any case shall entitle the Borrower
        to
        any other or further notice or demand in similar or other
        circumstances.
  (c)  If,
        in
        connection with any proposed amendment, modification, waiver or termination
        requiring the consent of all Lenders, the consent of Requisite Lenders is
        obtained but the consent of any Lender whose consent is required is not obtained
        (any such Lender whose consent is not obtained as described in this *Section
        11.1* being
        referred to as a " *Non-Consenting
        Lender* "),
        then,
        as long as the Lender acting as the Administrative Agent is not a Non-Consenting
        Lender, at the Borrower's request, an Eligible Assignee acceptable to the
        Administrative Agent shall have the right with the Administrative Agent's
        consent and in the Administrative Agent's sole discretion (but shall have
        no
        obligation) to purchase from such Non-Consenting Lender, and such Non-Consenting
        Lender agrees that it shall, upon the Administrative Agent's request, sell
        and
        assign to the Lender acting as the Administrative Agent or such Eligible
        Assignee, all of the Commitments and Outstandings of such Non-Consenting
        Lender
        if such Non-Consenting Lender is a Lender for an amount equal to the principal
        balance of all such Loans held by the Non-Consenting Lender and all accrued
        and
        unpaid interest and fees with respect thereto through the date of sale; *provided* , *however* ,
        that
        such purchase and sale shall be recorded in the Register maintained by the
        Administrative Agent and not be effective until (A) the Administrative Agent
        shall have received from such Eligible Assignee an agreement in form and
        substance satisfactory to the Administrative Agent and the Borrower whereby
        such
        Eligible Assignee shall agree to be bound by the terms hereof and (B) such
        Non-Consenting Lender shall have received payments of all Loans held by it
        and
        all accrued and unpaid interest and fees with respect thereto through the
        date
        of the sale. Each Lender agrees that, if it becomes a Non-Consenting Lender,
        it
        shall execute and deliver to the Administrative Agent an Assignment and
        Acceptance to evidence such sale and purchase and shall deliver to the
        Administrative Agent any Note (if the assigning Lender's Loans are evidenced
        by
        Notes) subject to such Assignment and Acceptance; *provided* , *however* ,
        that
        the failure of any Non-Consenting Lender to execute an Assignment and Acceptance
        shall not render such sale and purchase (and the corresponding assignment)
        invalid and such assignment shall be recorded in the Register.
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            Infrastructure Company Inc.
  **Section
        11.2****Assignments
        and Participations**
  (a)  Each
        Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees
        all or a portion of its rights and obligations hereunder (including all of
        its
        rights and obligations with respect to the Loans and the Letters of Credit); *provided* , *however* ,
        that
        (i) (A) if any such assignment shall be of the assigning Lender's Outstandings
        and Commitments, such assignment shall cover the same percentage of such
        Lender's Outstandings and Commitments, (ii) the aggregate amount being assigned
        pursuant to each such assignment (determined as of the date of the Assignment
        and Acceptance with respect to such assignment) shall in no event (if less
        than
        the Assignor's entire interest) be less than $10,000,000 or an integral multiple
        of $1,000,000 in excess thereof, except, in either case, with the consent
        of the
        Borrower and the Administrative Agent and (iii) if such Eligible Assignee
        is not, prior to the date of such assignment, a Lender or an Affiliate or
        Approved Fund of a Lender, such assignment shall be subject to the prior
        consent
        of the Administrative Agent and the Borrower (which consents shall not be
        unreasonably withheld or delayed); and *provided* , *further* ,
        that,
        notwithstanding any other provision of this *Section
        11.2* ,
        the
        consent of the Borrower shall not be required for any assignment occurring
        when
        any Event of Default shall have occurred and be continuing; and *provided* , *further* ,
        that no
        such sale, transfer, negotiation or assignment shall be permitted if, after
        giving effect to such sale, transfer, negotiation or assignment, Affiliates
        of
        the Borrower that are Lenders would hold, collectively, greater than or equal
        to
        50% of the outstanding Loans or Commitments, as the case may be, under the
        Facility.
  (b)  The
        parties to each such assignment shall execute and deliver to the Administrative
        Agent, for its acceptance and recording in the Register, an Assignment and
        Acceptance, together with any Note (if the assigning Lender's Loans are
        evidenced by a Note) subject to such assignment. Upon the execution, delivery,
        acceptance and recording in the Register of any Assignment and Acceptance
        and
        the receipt by the Administrative Agent from the assignee of an assignment
        fee
        in the amount of $3,500 from and after the effective date specified in such
        Assignment and Acceptance, (i) the assignee thereunder shall become a party
        hereto and, to the extent that rights and obligations under the Loan Documents
        have been assigned to such assignee pursuant to such Assignment and Acceptance,
        have the rights and obligations of a Lender, and if such Lender were an Issuer,
        of such Issuer hereunder and thereunder, and (ii) the Notes (if any)
        corresponding to the Loans assigned thereby shall be transferred to such
        assignee by notation in the Register and (iii) the assignor thereunder
        shall, to the extent that rights and obligations under this Agreement have
        been
        assigned by it pursuant to such Assignment and Acceptance, relinquish its
        rights
        (except for those surviving the payment in full of the Obligations) and be
        released from its obligations under the Loan Documents, other than those
        relating to events or circumstances occurring prior to such assignment (and,
        in
        the case of an Assignment and Acceptance covering all or the remaining portion
        of an assigning Lender's rights and obligations under the Loan Documents,
        such
        Lender shall cease to be a party hereto).
  (c)  The
        Administrative Agent shall maintain at its address referred to in *Section
        11.8* *(* *Notices,
        Etc.* *)* a copy
        of each Assignment and Acceptance delivered to and accepted by it and shall
        record in the Register the names and addresses of the Lenders and Issuers
        and
        the principal amount of the Loans and Reimbursement Obligations owing to
        each
        Lender from time to time and the Commitments of each Lender. Any assignment
        pursuant to this *Section
        11.2* shall
        not
        be effective until such assignment is recorded in the Register.
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  SECOND
          AMENDED AND RESTATED CREDIT AGREEMENT
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            Infrastructure Company Inc.
  (d)  Upon
        its
        receipt of an Assignment and Acceptance executed by an assigning Lender and
        an
        assignee, the Administrative Agent shall, if such Assignment and Acceptance
        has
        been completed, (i) accept such Assignment and Acceptance, (ii) record or
        cause
        to be recorded the information contained therein in the Register and (iii)
        give
        prompt notice thereof to the Borrower. Within five Business Days after its
        receipt of such notice, the Borrower, at its own expense, shall, if requested
        by
        such assignee, execute and deliver to the Administrative Agent new Notes
        to the
        order of such assignee in an amount equal to the Commitments and Loans assumed
        by it pursuant to such Assignment and Acceptance and, if the assigning Lender
        has surrendered any Note for exchange in connection with the assignment and
        has
        retained Commitments or Loans hereunder, new Notes to the order of the assigning
        Lender in an amount equal to the Commitments and Loans retained by it hereunder.
        Such new Notes shall be dated the same date as the surrendered Notes and
        be in
        substantially the form of *Exhibit
        B*  *(* *Form
        of Note* *)* .
  (e)  In
        addition to the other assignment rights provided in this *Section
        11.2* ,
        each
        Lender may do each of the following:
  (i)  grant
        to
        a Special Purpose Vehicle the option to make all or any part of any Loan
        that
        such Lender would otherwise be required to make hereunder and the exercise
        of
        such option by any such Special Purpose Vehicle and the making of Loans pursuant
        thereto shall satisfy (once and to the extent that such Loans are made) the
        obligation of such Lender to make such Loans thereunder; *provided* , *however* ,
        that
        (A) nothing herein shall constitute a commitment or an offer to commit by
        such a Special Purpose Vehicle to make Loans hereunder and no such Special
        Purpose Vehicle shall be liable for any indemnity or other Obligation (other
        than the making of Loans for which such Special Purpose Vehicle shall have
        exercised an option, and then only in accordance with the relevant option
        agreement) and (B) such Lender's obligations under the Loan Documents shall
        remain unchanged, such Lender shall remain responsible to the other parties
        for
        the performance of its obligations under the terms of this Agreement and
        shall
        remain the holder of the Obligations for all purposes hereunder;
        and
  (ii)  assign,
        as collateral or otherwise, any of its rights under this Agreement, whether
        now
        owned or hereafter acquired (including rights to payments of principal or
        interest on the Loans), to (A) without notice to or consent of the
        Administrative Agent or the Borrower, any Federal Reserve Bank (pursuant
        to
        Regulation A of the Federal Reserve Board) and (B) without consent of the
        Administrative Agent or the Borrower, (1) any holder of, or trustee for the
        benefit of, the holders of such Lender's Securities and (2) any Special Purpose
        Vehicle to which such Lender has granted an option pursuant to *clause* *(i)* ** above ;
  83
  SECOND
          AMENDED AND RESTATED CREDIT AGREEMENT
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            Infrastructure Company Inc.
  *provided* , *however* ,
        that no
        such assignment or grant shall release such Lender from any of its obligations
        hereunder except as expressly provided in *clause* *(i)* ** above and
        except, in the case of a subsequent foreclosure pursuant to an assignment
        as
        collateral, if such foreclosure is made in compliance with the other provisions
        of this *Section
        11.2* ** other
        than this *clause* *(e)* or *clause* *(f)* ** below .
        Each
        party hereto acknowledges and agrees that, prior to the date that is one
        year
        and one day after the payment in full of all outstanding commercial paper
        or
        other senior debt of any such Special Purpose Vehicle, such party shall not
        institute against, or join any other Person in instituting against, any Special
        Purpose Vehicle that has been granted an option pursuant to this *clause* *(e)* any
        bankruptcy, reorganization, insolvency or liquidation proceeding (such agreement
        shall survive the payment in full of the Obligations). The terms of the
        designation of, or assignment to, such Special Purpose Vehicle shall not
        restrict such Lender's ability to, or grant such Special Purpose Vehicle
        the
        right to, consent to any amendment or waiver to this Agreement or any other
        Loan
        Document or to the departure by the Borrower from any provision of this
        Agreement or any other Loan Document without the consent of such Special
        Purpose
        Vehicle except, as long as the Administrative Agent and the Lenders, Issuers
        and
        other Secured Parties shall continue to, and shall be entitled to continue
        to,
        deal solely and directly with such Lender in connection with such Lender's
        obligations under this Agreement, to the extent any such consent would reduce
        the principal amount of, or the rate of interest on, any Obligations, amend
        this *clause* *(e)* or
        postpone any scheduled date of payment of such principal or interest. Each
        Special Purpose Vehicle shall be entitled to the benefits of *Sections* *2.14* *(* *Capital
        Adequacy* *),*  *2.15* *(* *Taxes* *)* and *2.13(d)* *(* *Illegality* *)* as if it
        were such Lender; *provided* , *however* ,
        that
        anything herein to the contrary notwithstanding, the Borrower shall not,
        at any
        time, be obligated to make under *Section
        2.14* *(* *Capital
        Adequacy* *)* , *2.15* *(* *Taxes* *)* or ** *2.13(d)* *(* *Illegality* *)* to any
        such Special Purpose Vehicle and any such Lender any payment in excess of
        the
        amount the Borrower would have been obligated to pay to such Lender in respect
        of such interest if such Special Purpose Vehicle had not been assigned the
        rights of such Lender hereunder; and *provided* , *further* ,
        that
        such Special Purpose Vehicle shall have no direct right to enforce any of
        the
        terms of this Agreement against the Borrower, the Administrative Agent or
        the
        other Lenders.
  (f)  Each
        Lender may sell participations to one or more Persons in or to all or a portion
        of its rights and obligations under the Loan Documents (including all its
        rights
        and obligations with respect to the Loans and Letters of Credit). The terms
        of
        such participation shall not, in any event, require the participant's consent
        to
        any amendments, waivers or other modifications of any provision of any Loan
        Documents, the consent to any departure by any Loan Party therefrom, or to
        the
        exercising or refraining from exercising any powers or rights such Lender
        may
        have under or in respect of the Loan Documents (including the right to enforce
        the obligations of the Loan Parties), except if any such amendment, waiver
        or
        other modification or consent would (i) reduce the amount, or postpone any
        date
        fixed for, any amount (whether of principal, interest or fees) payable to
        such
        participant under the Loan Documents, to which such participant would otherwise
        be entitled under such participation or (ii) result in the release of all
        or substantially all of the Collateral other than in accordance with *Section
        10.8 (b)* *(* *Collateral
        and Guarantee Matters* *)* .
        In the
        event of the sale of any participation by any Lender, (w) such Lender's
        obligations under the Loan Documents shall remain unchanged, (x) such Lender
        shall remain solely responsible to the other parties for the performance
        of such
        obligations, (y) such Lender shall remain the holder of such Obligations
        for all
        purposes of this Agreement and (z) the Borrower, the Administrative Agent
        and
        the other Lenders shall continue to deal solely and directly with such Lender
        in
        connection with such Lender's rights and obligations under this Agreement.
        Each
        participant shall be entitled to the benefits of *Sections* *2.14* *(* *Capital
        Adequacy* *),*  *2.15* *(* *Taxes* *)* and ** *2.13(d)* *(* *Illegality* *)* as if it
        were a Lender; provided, however, that anything herein to the contrary
        notwithstanding, the Borrower shall not, at any time, be obligated to make
        under *Section
        2.14* *(* *Capital
        Adequacy* *)* , *Section* *2.15* *(* *Taxes* *)* or *Section* *2.13(d)* *(* *Illegality* *)* to
        the
        participants in the rights and obligations of any Lender (together with such
        Lender) any payment in excess of the amount the Borrower would have been
        obligated to pay to such Lender in respect of such interest had such
        participation not been sold and *provided* , *further* ,
        that
        such participant in the rights and obligations of such Lender shall have
        no
        direct right to enforce any of the terms of this Agreement against the Borrower,
        the Administrative Agent or the other Lenders.
  84
  SECOND
          AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.
  (g)  Any
        Issuer may at any time assign its rights and obligations hereunder to any
        other
        Lender by an instrument in form and substance satisfactory to the Borrower,
        the
        Administrative Agent, such Issuer and such Lender, subject to the provisions
        of *Section
        2.6 (b)* *(* *Evidence
        of Debt* *)* relating
        to notations of transfer in the Register. If any Issuer ceases to be a Lender
        hereunder by virtue of any assignment made pursuant to this *Section
        11.2* ,
        then,
        as of the effective date of such cessation, such Issuer's obligations to
        Issue
        any Letters of Credit pursuant to *Section
        2.3* *(* *Letters
        of Credit* *)* shall
        terminate and such Issuer shall be an Issuer hereunder only with respect
        to
        outstanding Letters of Credit issued prior to such date.
  **Section
        11.3****Costs
        and Expenses**
  (a)  The
        Borrower shall, within 10 days after presentation of a reasonably detailed
        invoice, pay or reimburse the Administrative Agent for all of the Administrative
        Agent's reasonable and documented third party audit, legal, appraisal,
        valuation, filing, document duplication and reproduction and investigation
        expenses and for all other reasonable out-of-pocket costs and expenses of
        every
        type and nature (including the reasonable fees, expenses and disbursements
        of
        the Administrative Agent's counsel, Weil, Gotshal & Manges LLP, local legal
        counsel, auditors, accountants, appraisers, printers, insurance and
        environmental advisors, and other consultants and agents) incurred by the
        Administrative Agent in connection with any of the following: (i) the
        Administrative Agent's audit and investigation of the Borrower and its
        Subsidiaries in connection with the preparation, negotiation or execution
        of any
        Loan Document or the Administrative Agent's periodic audits of the Borrower
        or
        any of its Subsidiaries, as the case may be, (ii) the preparation, negotiation,
        execution or interpretation of this Agreement (including, without limitation,
        the satisfaction or attempted satisfaction of any condition set forth in *Article
        III* *(* *Conditions
        To Loans And Letters Of Credit* *)* ),
        any
        Loan Document or any proposal letter or commitment letter issued in connection
        therewith, or the making of the Loans hereunder, (iii) the creation, perfection
        or protection of the Liens under any Loan Document (including any reasonable
        fees, disbursements and expenses for local counsel in various jurisdictions),
        (iv) the ongoing administration of this Agreement and the Loans, including
        consultation with attorneys in connection therewith and with respect to the
        Administrative Agent's rights and responsibilities hereunder and under the
        other
        Loan Documents, (v) the protection, collection or enforcement of any Obligation
        or the enforcement of any Loan Document, (vi) the commencement, defense or
        intervention in any court proceeding relating in any way to the Obligations,
        any
        Loan Party, any of Holdings' Subsidiaries, any Acquisition, this Agreement
        or
        any other Loan Document, (vii) the response to, and preparation for, any
        subpoena or request for document production with which the Administrative
        Agent
        is served or deposition or other proceeding in which the Administrative Agent
        is
        called to testify, in each case, relating in any way to the Obligations,
        any
        Loan Party, any of Holdings' Subsidiaries, any Acquisition, this Agreement
        or
        any other Loan Document or (viii) any amendment, consent, waiver, assignment,
        restatement, or supplement to any Loan Document or the preparation, negotiation
        and execution of the same.
  (b)  The
        Borrower further agrees to pay or reimburse the Administrative Agent and
        each of
        the Lenders and Issuers upon demand for all out-of-pocket costs and expenses,
        including reasonable and documented attorneys' fees (including costs of
        settlement), incurred by the Administrative Agent, such Lenders or such Issuers
        in connection with any of the following: (i) in enforcing any Loan Document
        or
        Obligation or any security therefor or exercising or enforcing any other
        right
        or remedy available by reason of an Event of Default, (ii) in connection
        with
        any refinancing or restructuring of the credit arrangements provided hereunder
        in the nature of a " *work-out* "
        or in
        any insolvency or bankruptcy proceeding, (iii) in commencing, defending or
        intervening in any litigation or in filing a petition, complaint, answer,
        motion
        or other pleadings in any legal proceeding relating to the Obligations, any
        Loan
        Party, any of the Borrower's Subsidiaries and related to or arising out of
        the
        transactions contemplated hereby or by any other Loan Document or (iv) in
        taking
        any other action in or with respect to any suit or proceeding (bankruptcy
        or
        otherwise) described in *clause (i)* , *(ii)* or *(iii)* above.
  85
  SECOND
          AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.
  **Section
        11.4****Indemnities**
  (a)  The
        Borrower agrees to indemnify and hold harmless the Administrative Agent,
        the
        Arranger, each Lender and each Issuer and each of their respective Affiliates,
        and each of the directors, officers, employees, agents, trustees,
        representatives, attorneys, consultants and advisors of or to any of the
        foregoing (including those retained in connection with the satisfaction or
        attempted satisfaction of any condition set forth in *Article
        III* *(* *Conditions
        To Loans And Letters Of Credit* *)* (each
        such Person being an " *Indemnitee* ")
        from
        and against any and all claims, damages, liabilities, obligations, losses,
        penalties, actions, judgments, suits, costs, disbursements and expenses,
        joint
        or several, of any kind or nature (including fees, disbursements and expenses
        of
        financial and legal advisors to any such Indemnitee) that may be imposed
        on,
        incurred by or asserted against any such Indemnitee in connection with or
        arising out of any investigation, litigation or proceeding, whether or not
        such
        investigation, litigation or proceeding is brought by any such Indemnitee
        or any
        of its directors, security holders or creditors or any such Indemnitee,
        director, security holder or creditor is a party thereto, whether direct,
        indirect, or consequential and whether based on any federal, state or local
        law
        or other statutory regulation, securities or commercial law or regulation,
        or
        under common law or in equity, or on contract, tort or otherwise, in any
        manner
        relating to or arising out of this Agreement, any other Loan Document, any
        Obligation, any Letter of Credit, or any act, event or transaction related
        or
        attendant to any thereof, or the use or intended use of the proceeds of the
        Loans or Letters of Credit or in connection with any investigation of any
        potential matter covered hereby (collectively, the " *Indemnified
        Matters* "); *provided* , *however* ,
        that
        the Borrower shall not have any liability under this *Section
        11.4* to
        an
        Indemnitee with respect to any Indemnified Matter that has resulted primarily
        from the gross negligence or willful misconduct of that Indemnitee, or a
        material breach in bad faith by such Indemnitee of its obligations hereunder
        or
        under any other Loan Document, in each case, as determined by a court of
        competent jurisdiction in a final non-appealable judgment or order. Without
        limiting the foregoing, " *Indemnified
        Matters* "
        include
        (i) all Environmental Liabilities and Costs arising from or connected with
        the
        past, present or future operations of Holdings or any of its Subsidiaries
        involving any of its Real Property or personal property, or damage to real
        or
        personal property or natural resources or harm or injury alleged to have
        resulted from any Release of Contaminants on, upon or into such property
        or any
        contiguous real estate, (ii) any costs or liabilities incurred in connection
        with any Remedial Action concerning Holdings or any of its Subsidiaries,
        (iii)
        any costs or liabilities incurred in connection with any Environmental Lien
        and
        (iv) any costs or liabilities incurred in connection with any other matter
        under
        any Environmental Law, including the Comprehensive Environmental Response,
        Compensation and Liability Act of 1980 (49 U.S.C. § 9601 *et
        seq* .)
        and
        applicable state property transfer laws, whether, with respect to any such
        matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage,
        a
        mortgagee in possession, the successor in interest to Holdings or any of
        its
        Subsidiaries, or the owner, lessee or operator of any property of Holdings
        or
        any of its Subsidiaries by virtue of foreclosure, except, with respect to
        those
        matters referred to in *clauses
        (i)* , *(ii)* , *(iii)* and *(iv)* above,
        to the extent attributable solely to acts of the Administrative Agent, such
        Lender or such Issuer or any agent on behalf of the Administrative Agent,
        such
        Lender or such Issuer.
  (b)  The
        Borrower shall indemnify the Administrative Agent, the Lenders and each Issuer
        for, and hold the Administrative Agent, the Lenders and each issuer harmless
        from and against, any and all claims for brokerage commissions, fees and
        other
        compensation made against the Administrative Agent, the Lenders and the Issuers
        for any broker, finder or consultant with respect to any agreement, arrangement
        or understanding made by or on behalf of any Loan Party or any of its
        Subsidiaries in connection with the transactions contemplated by this
        Agreement.
  86
  SECOND
          AMENDED AND RESTATED CREDIT AGREEMENT
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            Infrastructure Company Inc.
  (c)  Each
        Indemnitee agrees that in the event that any investigation, litigation or
        proceeding is asserted or threatened in writing or instituted against it
        or any
        other Indemnitee for which any Indemnitee may desire indemnity or defense
        hereunder, such Indemnitee shall notify the Borrower in writing of such event; *provided* that
        failure to so notify the Borrower shall not affect the right of any Indemnitee
        to seek indemnification hereunder. The Borrower, at the request of any
        Indemnitee, shall have the obligation to defend against any investigation,
        litigation or proceeding or requested Remedial Action, in each case contemplated
        in *clause* *(a)*  above ,
        and the
        Borrower, in any event, may participate in the defense thereof with legal
        counsel of the Borrower's choice. In the event that such Indemnitee requests
        the
        Borrower to defend against such investigation, litigation or proceeding or
        requested Remedial Action, the Borrower shall promptly do so and such Indemnitee
        shall have the right to have legal counsel of its choice participate in such
        defense. No action taken by legal counsel chosen by such Indemnitee in defending
        against any such investigation, litigation or proceeding or requested Remedial
        Action, shall vitiate or in any way impair the Borrower's obligation and
        duty
        hereunder to indemnify and hold harmless such Indemnitee.
  (d)  The
        Borrower agrees that any indemnification or other protection provided to
        any
        Indemnitee pursuant to this Agreement (including pursuant to this *Section
        11.4* )
        or any
        other Loan Document shall (i) survive payment in full of the Obligations
        and
        (ii) inure to the benefit of any Person that was at any time an Indemnitee
        under
        this Agreement or any other Loan Document.
  **Section
        11.5****Limitation
        of Liability**
  (a)  The
        Borrower agrees that no Indemnitee shall have any liability (whether in
        contract, tort or otherwise) to any Loan Party or any of their respective
        Subsidiaries or any of their respective equity holders or creditors for or
        in
        connection with the transactions contemplated hereby and in the other Loan
        Documents, except to the extent such liability is determined in a final
        non-appealable judgment by a court of competent jurisdiction to have resulted
        primarily from such Indemnitee's gross negligence or willful misconduct.
        In no
        event, however, shall any Indemnitee be liable on any theory of liability
        for
        any special, indirect, consequential or punitive damages (including, without
        limitation, any loss of profits, business or anticipated savings). Each of
        Holdings and the Borrower hereby waives, releases and agrees (each for itself
        and on behalf of its Subsidiaries) not to sue upon any such claim for any
        special, indirect, consequential or punitive damages, whether or not accrued
        and
        whether or not known or suspected to exist in its favor.
  (b)  IN
        NO
        EVENT SHALL ANY AGENT AFFILIATE HAVE ANY LIABILITY TO ANY LOAN PARTY, LENDER,
        ISSUER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR
        INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES
        (WHETHER IN TORT OR CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY
        OR ANY
        AGENT AFFILIATE'S TRANSMISSION OF APPROVED ELECTRONIC COMMUNICATIONS THROUGH
        THE
        INTERNET OR ANY USE OF THE APPROVED ELECTRONIC PLATFORM, EXCEPT TO THE EXTENT
        SUCH LIABILITY OF ANY AGENT AFFILIATE IS FOUND IN A FINAL NON-APPEALABLE
        JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY
        FORM
        SUCH AGENT AFFILIATE'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
  87
  SECOND
          AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.
  **Section
        11.6****Right
        of Set-off**
  Upon
        the
        occurrence and during the continuance of any Event of Default each Lender
        and
        each Affiliate of a Lender is hereby authorized at any time and from time
        to
        time, to the fullest extent permitted by law, to set off and apply any and
        all
        deposits (general or special, time or demand, provisional or final) at any
        time
        held and other Indebtedness at any time owing by such Lender or its Affiliates
        to or for the credit or the account of Holdings or the Borrower against any
        and
        all of the Obligations now or hereafter existing whether or not such Lender
        shall have made any demand under this Agreement or any other Loan Document
        and
        even though such Obligations may be unmatured. Each Lender agrees promptly
        to
        notify the Borrower after any such set-off and application made by such Lender
        or its Affiliates; *provided* , *however* ,
        that
        the failure to give such notice shall not affect the validity of such set-off
        and application. The rights of each Lender under this *Section
        11.6* are
        in
        addition to the other rights and remedies (including other rights of set-off)
        that such Lender may have.
  **Section
        11.7****Sharing
        of Payments, Etc.**
  (a)  If
        any
        Lender (directly or through an Affiliate thereof) obtains any payment (whether
        voluntary, involuntary, through the exercise of any right of set-off (including
        pursuant to *Section
        11.6*  *(* *Right
        of Set-off* *)* or
        otherwise) of the Loans owing to it, any interest thereon, fees in respect
        thereof or amounts due pursuant to *Section
        11.3* *(* *Costs
        and Expenses* *)* or *Section* *11.4* *(* *Indemnities* *)* (other
        than payments pursuant to *Section
        2.13* *(* *Special
        Provisions Governing Eurodollar Rate Loans* *)* , *Section*  *2.14* *(* *Capital
        Adequacy* *)* or *Section*  *2.15* *(* *Taxes* *)* or
        otherwise receives any Collateral or any " *Proceeds* "
        (as
        defined in the Pledge Agreement) of Collateral (other than payments pursuant
        to *Section
        2.13* *(* *Special
        Provisions Governing Eurodollar Rate Loans* *)* , *Section* *2.14* *(* *Capital
        Adequacy* *)* or *Section*  ** *2.15* *(* *Taxes* *)* (in each
        case, whether voluntary, involuntary, through the exercise of any right of
        set-off or otherwise (including pursuant to *Section
        11.6*  *(* *Right
        of Set-off* *)* ))
        in
        excess of its Ratable Portion of all payments of such Obligations obtained
        by
        all the Lenders, such Lender (a " *Purchasing
        Lender* ")
        shall
        forthwith purchase from the other Lenders (each, a " *Selling
        Lender* ")
        such
        participations in their Loans or other Obligations as shall be necessary
        to
        cause such Purchasing Lender to share the excess payment ratably with each
        of
        them.
  (b)  If
        all or
        any portion of any payment received by a Purchasing Lender is thereafter
        recovered from such Purchasing Lender, such purchase from each Selling Lender
        shall be rescinded and such Selling Lender shall repay to the Purchasing
        Lender
        the purchase price to the extent of such recovery together with an amount
        equal
        to such Selling Lender's ratable share (according to the proportion of (i)
        the
        amount of such Selling Lender's required repayment in relation to (ii) the
        total
        amount so recovered from the Purchasing Lender) of any interest or other
        amount
        paid or payable by the Purchasing Lender in respect of the total amount so
        recovered.
  (c)  The
        Borrower agrees that any Purchasing Lender so purchasing a participation
        from a
        Selling Lender pursuant to this *Section
        11.7* may,
        to
        the fullest extent permitted by law, exercise all its rights of payment
        (including the right of set-off) with respect to such participation as fully
        as
        if such Lender were the direct creditor of the Borrower in the amount of
        such
        participation.
  88
  SECOND
          AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.
  **Section
        11.8****Notices,
        Etc.**
  (a)  *Addresses
        for Notices* .
        All
        notices, demands, requests, consents and other communications provided for
        in
        this Agreement shall be given in writing, or by any telecommunication device
        capable of creating a written record (including electronic mail), and addressed
        to the party to be notified as follows:
  (i)  if
        to the
        Borrower:
  MACQUARIE
        INFRASTRUCTURE COMPANY INC.
 125
        W.
        55th Street
 New
        York,
        New York 10019
 Attention:  Frank
        Joyce, Chief Financial Officer
 Telecopy
        no: (212) 231-1814
 E-Mail
        Address: frank.joyce@macquarie.com
  (ii)  if
        to
        Holdings:
  MACQUARIE
        INFRASTRUCTURE COMPANY LLC
 125
        W.
        55th Street
 New
        York,
        New York 10019 Attention:  Frank
        Joyce, Chief Financial Officer
 Telecopy
        no: (212) 231-1814
 E-Mail
        Address: frank.joyce@macquarie.com
  (iii)  if
        to any
        Lender, at its Domestic Lending Office specified opposite its name on Schedule II ( Applicable
        Lending Offices and Addresses for Notices )
        or on
        the signature page of any applicable Assignment and Acceptance;
  (iv)  if
        to any
        Issuer, at the address set forth under its name on Schedule II ( Applicable
        Lending Offices and Addresses for Notices );
        and
  (v)  if
        to the
        Administrative Agent:
  CITICORP
        NORTH AMERICA, INC.
 2
        Penns
        Way, Suite 110
 New
        Castle, DE 19720
 Attention:
        Annemarie E. Pavco
 Phone:
        302-894-6010
 Telecopy:
        212-994-0849
 E-Mail
        Address: annemarie.e.pavco@citi.com
  89
  SECOND
          AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.
 with
        a
        copy to:
  CITICORP
        NORTH AMERICA, INC.
 388
        Greenwich Street, 20th Floor
 New
        York,
        NY 10013
 Attention:
        Louis Esposito, Director
 Phone:
        212-816-1454
 Telecopy:
        646-862-9690
 E-Mail
        Address: louis.esposito@citi.com
 
 or
        at
        such other address as shall be notified in writing (x) in the case of the
        Borrower and the Administrative Agent, to the other parties and (y) in the
        case
        of all other parties, to the Borrower and the Administrative Agent.
  (b)  *Effectiveness
        of Notices* .
        All
        notices, demands, requests, consents and other communications described in *clause* *(a)*  above shall be
        effective (i) if delivered by hand, including any overnight courier service,
        upon personal delivery, (ii) if delivered by mail, when deposited in the
        mails,
        (iii) if delivered by posting to an Approved Electronic Platform (to the
        extent
        permitted by *Section
        10.3* to
        be
        delivered thereunder), an Internet website or a similar telecommunication
        device
        requiring a user prior access to such Approved Electronic Platform, website
        or
        other device (to the extent permitted by *Section
        10.3* to
        be
        delivered thereunder), when such notice, demand, request, consent and other
        communication shall have been made generally available on such Approved
        Electronic Platform, Internet website or similar device to the class of Person
        being notified (regardless of whether any such Person must accomplish, and
        whether or not any such Person shall have accomplished, any action prior
        to
        obtaining access to such items, including registration, disclosure of contact
        information, compliance with a standard user agreement or undertaking a duty
        of
        confidentiality) and such Person has been notified that such communication
        has
        been posted to the Approved Electronic Platform and (iv) if delivered by
        electronic mail or any other telecommunications device, when transmitted
        to an
        electronic mail address (or by another means of electronic delivery) as provided
        in *clause* *(a)*  above ; *provided* , *however* ,
        that
        notices and communications to the Administrative Agent pursuant to *Article
        II* *(* *The
        Facilit* *y)* or *Article
        X* *(* *The
        Administrative Agent* *)* shall
        not be effective until received by the Administrative Agent.
  (c)  Use
        of
        Electronic Platform. Notwithstanding *clause* *(a)* and *(b)*  above (unless
        the Administrative Agent requests that the provisions of clause *(a)* and *(b)*  above be
        followed) and any other provision in this Agreement or any other Loan Document
        providing for the delivery of any Approved Electronic Communication by any
        other
        means the Loan Parties shall deliver all Approved Electronic Communications
        to
        the Administrative Agent by properly transmitting such Approved Electronic
        Communications in an electronic/soft medium in a format acceptable to the
        Administrative Agent to oploanswebadmin@citigroup.com or such other electronic
        mail address (or similar means of electronic delivery) as the Administrative
        Agent may notify the Borrower. Nothing in this *clause* *(c)* shall
        prejudice the right of the Administrative Agent or any Lender or Issuer to
        deliver any Approved Electronic Communication to any Loan Party in any manner
        authorized in this Agreement or to request that the Borrower effect delivery
        in
        such manner.
  90
  SECOND
          AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.
  **Section
        11.9****No
        Waiver; Remedies**
  No
        failure on the part of any Lender, Issuer or the Administrative Agent to
        exercise, and no delay in exercising, any right hereunder shall operate as
        a
        waiver thereof; nor shall any single or partial exercise of any such right
        preclude any other or further exercise thereof or the exercise of any other
        right. The remedies herein provided are cumulative and not exclusive of any
        remedies provided by law.
  **Section
        11.10****Amendment
        and Restatement; Binding Effect**
  (a)  This
        Agreement shall become effective when it shall have been executed by the
        Borrower, Holdings and the Administrative Agent and when the Administrative
        Agent shall have been notified by each Lender and Issuer that such Lender
        or
        Issuer has executed it and thereafter shall be binding upon and inure to
        the
        benefit of the Borrower and Holdings, the Administrative Agent and each Lender
        and Issuer and, in each case, their respective successors and assigns; *provided* , *however* ,
        that
        neither Holdings nor the Borrower shall have the right to assign its rights
        hereunder or any interest herein without the prior written consent of the
        Lenders.
  (b)  This
        Agreement shall not constitute a novation of the rights, obligations and
        liabilities of the respective parties (including the Obligations) existing
        under
        the Existing Credit Agreement or evidence payment of all or any of such
        obligations and liabilities and (b) from and after the Effective Date, the
        Existing Credit Agreement shall be of no further force or effect, except
        to
        evidence the Obligations (as defined therein) incurred, the representations
        and
        warranties made and the actions or omissions performed or required to be
        performed thereunder prior to the Effective Date. The amendments and
        restatements set forth herein shall not cure any breach thereof or any
        " *Default* "
        or
        " *Event
        of Default* "
        under
        (and as defined in) the Existing Credit Agreement existing prior to the
        Effective Date.
  (c)  The
        terms
        and conditions of this Agreement and the Administrative Agent's, the Lenders'
        and the Issuers' rights and remedies under this Agreement and the other Loan
        Documents shall apply to all of the Obligations incurred under the Existing
        Credit Agreement and the Notes issued thereunder.
  (d)  This
        amendment and restatement is limited as written and is not a consent to any
        other amendment, restatement or waiver, whether or not similar and, except
        as
        expressly provided herein or in any other Loan Document, all terms and
        conditions of the Loan Documents remain in full force and effect unless
        otherwise specifically amended hereby or any other Loan Document.
  **Section
        11.11****Governing
        Law**
  This
        Agreement and the rights and obligations of the parties hereto shall be governed
        by, and construed and interpreted in accordance with, the law of the State
        of
        New York.
  **Section
        11.12****Submission
        to Jurisdiction; Service of Process**
  (a)  Any
        legal
        action or proceeding with respect to this Agreement or any other Loan Document
        may be brought in the courts of the State of New York located in the City
        of New
        York or of the United States of America for the Southern District of New
        York,
        and, by execution and delivery of this Agreement, each party hereto hereby
        accepts for itself and in respect of its property, generally and
        unconditionally, the jurisdiction of the aforesaid courts. The parties hereto
        hereby irrevocably waive any objection, including any objection to the laying
        of
        venue or based on the grounds of *forum
        non conveniens* ,
        that
        any of them may now or hereafter have to the bringing of any such action
        or
        proceeding in such respective jurisdictions.
  91
  SECOND
          AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.
  (b)  Nothing
        contained in this *Section
        11.12* shall
        affect the right of the Administrative Agent or any Lender to serve process
        in
        any other manner permitted by law or commence legal proceedings or otherwise
        proceed against the Borrower or any other Loan Party in any other
        jurisdiction.
  (c)  If
        for
        the purposes of obtaining judgment in any court it is necessary to convert
        a sum
        due hereunder in Dollars into another currency, the parties hereto agree,
        to the
        fullest extent that they may effectively do so, that the rate of exchange
        used
        shall be that at which in accordance with normal banking procedures the
        Administrative Agent could purchase Dollars with such other currency at the
        spot
        rate of exchange quoted by Citibank at 11:00 a.m. (New York time) on the
        Business Day preceding that on which final judgment is given, for the purchase
        of Dollars, for delivery two Business Days thereafter.
  **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**
  None
        of
        the Administrative Agent, any Lender or any Issuer shall be under any obligation
        to marshal any assets in favor of the Borrower or any other Person or against
        or
        in payment of any or all of the Obligations. To the extent that the Borrower
        makes a payment or payments to the Administrative Agent, the Lenders or the
        Issuers or any such Person receives payment from the proceeds of the Collateral
        or exercise their rights of setoff, and such payment or payments or the proceeds
        of such enforcement or setoff or any part thereof are subsequently invalidated,
        declared to be fraudulent or preferential, set aside or required to be repaid
        to
        a trustee, receiver or any other party, then to the extent of such recovery,
        the
        obligation or part thereof originally intended to be satisfied, and all Liens,
        right and remedies therefor, shall be revived and continued in full force
        and
        effect as if such payment had not been made or such enforcement or setoff
        had
        not occurred.
  **Section
        11.15****Section
        Titles**
  The
        section titles contained in this Agreement are and shall be without substantive
        meaning or content of any kind whatsoever and are not a part of the agreement
        between the parties hereto, except when used to reference a section. Any
        reference to the number of a clause, sub-clause or subsection hereof immediately
        followed by a reference in parenthesis to the title of the Section containing
        such clause, sub-clause or subsection is a reference to such clause, sub-clause
        or subsection and not to the entire Section; *provided* , *however* ,
        that,
        in case of direct conflict between the reference to the title and the reference
        to the number of such Section, the reference to the title shall govern absent
        manifest error. If any reference to the number of a Section (but not to any
        clause, sub-clause or subsection thereof) is followed immediately by a reference
        in parenthesis to the title of a Section, the title reference shall govern
        in
        case of direct conflict absent manifest error.
  92
  SECOND
          AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.
  **Section
        11.16****Patriot
        Act Notice**
  The
        Administrative Agent and the Lenders hereby notify the Borrower that pursuant
        to
        the requirements of the Patriot Act, each Lender is required to obtain, verify
        and record information that identifies the Borrower, which information includes
        the name, address, tax identification number and other information regarding
        the
        Borrower that will allow such Lender to identify the Borrower in accordance
        with
        the Patriot Act. This notice is given in accordance with the requirements
        of the
        Patriot Act and is effective as to each Lender.
  **Section
        11.17****Execution
        in Counterparts**
  This
        Agreement may be executed in any number of counterparts and by different
        parties
        in separate counterparts, each of which when so executed shall be deemed
        to be
        an original and all of which taken together shall constitute one and the
        same
        agreement. Signature pages may be detached from multiple separate counterparts
        and attached to a single counterpart so that all signature pages are attached
        to
        the same document. Delivery of an executed signature page of this Agreement
        by
        facsimile transmission, electronic mail or by posting on the Approved Electronic
        Platform shall be as effective as delivery of a manually executed counterpart
        hereof. A set of the copies of this Agreement signed by all parties shall
        be
        lodged with the Borrower and the Administrative Agent.
  **Section
        11.18****Entire
        Agreement**
  This
        Agreement, together with all of the other Loan Documents and all certificates
        and documents delivered hereunder or thereunder, embodies the entire agreement
        of the parties and supersedes all prior agreements and understandings relating
        to the subject matter hereof. In the event of any conflict between the terms
        of
        this Agreement and any other Loan Document, the terms of this Agreement shall
        govern.
  **Section
        11.19****Confidentiality**
  Each
        of
        the Administrative Agent, the Lenders and the Issuers agrees to maintain
        the
        confidentiality of the Information (as defined below) and agrees that it
        will
        only use such information in connection with the transactions contemplated
        by
        this Agreement or in connection with the relationship of the Administrative
        Agent, the Lenders and/or the Issuers with the Borrower, Holdings or any
        of
        their respective Subsidiaries, except that Information may be disclosed
        (a) to its Affiliates and to its and its Affiliates' respective managers,
        administrators, trustees, partners, directors, officers, employees, agents,
        advisors and other representatives that are involved in the evaluation of
        such
        information in connection with the transactions contemplated by this Agreement
        or in connection with the relationship of the Administrative Agent, the Lenders
        and/or the Issuers with the Borrower, Holdings or any of their respective
        Subsidiaries (it being understood that the Persons to whom such disclosure
        is
        made will be informed of the confidential nature of such Information and
        instructed to keep such Information confidential and shall be bound by a
        customary confidentiality obligation with respect thereto), (b) to the
        extent requested by any regulatory authority purporting to have jurisdiction
        over it (including any self-regulatory authority, such as the National
        Association of Insurance Commissioners), (c) to the extent required by
        applicable laws or regulations or by any subpoena or similar legal process,
        (d) to any other party hereto, (e) in connection with the exercise of
        any remedies hereunder or under any other Loan Document or any action or
        proceeding relating to this Agreement or any other Loan Document or the
        enforcement of rights hereunder or thereunder, (f) subject to an agreement
        containing provisions substantially the same as those of this Section, to
        (i) any assignee of or Participant in, or any prospective assignee of or
        Participant in, any of its rights or obligations under this Agreement or
        (ii) any actual or prospective party (or its managers, administrators,
        trustees, partners, directors, officers, employees, agents, advisors and
        other
        representatives) to any swap or derivative or similar transaction under which
        payments are to be made by reference to the Borrower and its obligations,
        this
        Agreement or payments hereunder, (iii) any rating agency, or (iv) the CUSIP
        Service Bureau or any similar organization, (g) with the consent of the
        Borrower or (h) to the extent such Information (x) becomes publicly
        available other than as a result of a breach of this Section or another
        confidentiality obligation binding upon the Administrative Agent, any Lender
        or
        any Issuer or (y) becomes available to the Administrative Agent, any
        Lender, the Issuers or any of their respective Affiliates on a nonconfidential
        basis from a source other than Holdings or the Borrower or representative
        thereof.
  93
  SECOND
          AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.
 For
        purposes of this Section, "Information" means all information received from
        or
        on behalf of the Borrower, Holdings or any of its Subsidiaries relating to
        the
        Borrower, Holdings or any of its Subsidiaries or any of their respective
        businesses, other than any such information that is available to the
        Administrative Agent, any Lender or the Issuers on a nonconfidential basis
        prior
        to disclosure by or on behalf of the Borrower, Holdings or any of its
        Subsidiaries; provided, however, that in the case of information received
        from
        the Borrower, Holdings or any of its Subsidiaries after the date hereof,
        such
        information shall be deemed confidential other than information that is filed
        with the Securities and Exchange Commission, or referenced in clause (h)
        of the
        previous paragraph. Any Person required to maintain the confidentiality of
        Information as provided in this Section shall be considered to have complied
        with its obligation to do so if such Person has exercised the same degree
        of
        care to maintain the confidentiality of such Information as such Person would
        accord to its own confidential information.
  **Section
        11.20****Amendments
        to Certain Loan Documents**
  (a)  Each
        party hereto agrees that as of the Effective Date, the first sentence in
        the
        first paragraph of the Collateral Letter is hereby amended and restated in
        its
        entirety to as follows: "This letter agreement is the " *Collateral
        Letter* "
        referred to in that certain Second Amended and Restated Credit Agreement,
        dated
        as of February 13, 2008 (as amended, restated, modified or supplemented from
        time to time, the " *Credit
        Agreement* "),
        among
        Macquarie Infrastructure Company Inc. (d/b/a in New York as Macquarie
        Infrastructure Company (US)) (the *"Borrower"* ),
        Macquarie Infrastructure Company LLC ( *"Holdings"* ),
        the
        Lenders and the Issuers party thereto and Citicorp North America, Inc., as
        Administrative Agent (the " *Administrative
        Agent* ")".
        Each
        of the Lenders and the Issuers confirms that it has received a copy of the
        Collateral Letter and each other agreement or document executed from time
        to
        time pursuant to the Collateral Letter and, to the extent applicable, agrees
        to
        be bound by the terms thereof applicable to it as though it were a party
        thereto
        to the extent such Lender or Issuer is not a party thereto on the Effective
        Date.
  94
  SECOND
          AMENDED AND RESTATED CREDIT AGREEMENT
 Macquarie
            Infrastructure Company Inc.
  (b)  On
        and
        after the Effective Date, (i) all references to the Existing Credit Agreement
        (or to any amendment or any amendment and restatement thereof) in the Loan
        Documents (other than this Agreement) shall be deemed to refer to the Existing
        Credit Agreement, as amended and restated hereby, (ii) all references to
        any
        Article, Section or sub-clause of the Existing Credit Agreement or in any
        Loan
        Document (but not herein) shall be amended to become, *mutatis
        mutandis* ,
        references to the corresponding provisions of this Agreement and (iii) except
        as
        the context otherwise provides, on or after the Effective Date, all references
        to this Agreement herein (including for purposes of indemnification and
        reimbursement of fees) shall be deemed to be references to the Existing Credit
        Agreement, as amended and restated hereby.
  ***[*** *Signature
        Pages Follow* ***]***
 
 95
  IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
        by
        their respective officers thereunto duly authorized, as of the date first
        above
        written.
  MACQUARIE
                    INFRASTRUCTURECOMPANY
                  INC. (D/B/A MACQUARIEINFRASTRUCTURE
                  COMPANY (US)),*as
                    Borrower*By:
                /s/
                    Peter StokesName:
                    Peter StokesTitle:  
                    CEOMACQUARIE
                    INFRASTRUCTURECOMPANY
                    LLC.,*as
                    Holdings*By:
                /s/
                    Peter StokesName:
                    Peter StokesTitle:  
                    CEO
  **[** SIGNATURE
            PAGE TO MACQUARIE CREDIT AGREEMENT **]**
  CITICORP
                    NORTH AMERICA, INC.,*as
                    Administrative Agent and Lender*By:
                /s/
                    Louis EspositoName:
                    Louis EspositoTitle:  
                    DirectorCITIBANK,
                  N.A.,*as
                    Issuer*By:
                /s/
                    Louis EspositoName:
                    Louis EspositoTitle:  
                    Director




**[** SIGNATURE
          PAGE TO MACQUARIE CREDIT AGREEMENT **]**
 
  WESTLB
                    AG, NEW YORK BRANCH,*as
                    Lender and Issuer*By:
                /s/
                    Dee Dee SklarName:
                    Dee Dee SklarTitle:  
                    Managing DirectorBy:
                /s/
                    Wendy FergusonName:
                    Wendy FergusonTitle:   Director




**[** SIGNATURE
          PAGE TO MACQUARIE CREDIT AGREEMENT **]**




WACHOVIA
                  BANK, NATIONALASSOCIATION,*as
                  Lender and Issuer*By:
              /s/
                  Amit KhimjiName:
                  Amit KhimjiTitle:  
                  Vice President






**[** SIGNATURE
      PAGE TO MACQUARIE CREDIT AGREEMENT **]**







MACQUARIE
                  FINANCE AMERICAS INC.,*as
                  Lender and Issuer*By:
              /s/
                  Peter Farthing       /s/ John
                  AnthonyName:
                  Peter Farthing          
                  John AnthonyTitle:  
                  Senior Manager      
                   Manager




**[** SIGNATURE
          PAGE TO MACQUARIE CREDIT AGREEMENT **]**




CREDIT
                  SUISSE, CAYMAN ISLANDSBRANCH,*as
                  Lender and Issuer*By:
              /s/
                  Ian NalittName:
                  Ian NalittTitle:  
                  DirectorBy:
              /s/
                  James NeiraName:
                  James NeiraTitle:  
                  Associate




**[** SIGNATURE
          PAGE TO MACQUARIE CREDIT AGREEMENT **]**




**SCHEDULE
        I**
 **COMMITMENTS**


**Lender**
              
              **Commitment**Citicorp
                  North America, Inc.
              
              $
              66,666,666.67Credit
                  Suisse, Cayman Islands Branch
              
              $
              50,000,000.00Macquarie
                  Finance Americas Inc.
              
              $
              66,666,666.67WestLB
                  AG, New York Branch
              
              $
              50,000,000.00Wachovia
                  Bank, National Association
              
              $
              66,666,666.67







**SCHEDULE
          II**
  **APPLICABLE
          LENDING OFFICES AND ADDRESSES FOR NOTICES**


**Lender**
            
            **Domestic
                Lending Office**
            
            **Eurodollar
                Lending Office**Citicorp
                North America, Inc.
            
            Citicorp
                North America, Inc.
              2
                Penns Way, Suite 110
              New
                Castle, DE 19720
              Attention:
                Annemarie E. Pavco
              Phone:
                302-894-6010
              Facsimile:
                212-994-0849
              E-Mail
                Address: annemarie.e.pavco@citi.com
            
            Citicorp
                North America, Inc.
              2
                Penns Way, Suite 110
              New
                Castle, DE 19720
              Attention:
                Annemarie E. Pavco
              Phone:
                302-894-6010
              Facsimile:
                212-994-0849
              E-Mail
                Address: annemarie.e.pavco@citi.comCredit
                Suisse, Cayman Islands Branch
            
            Primary
                Contact
              Credit
                Suisse, Cayman Islands Branch
              One
                Madison Avenue
              New
                York, NY 10010
              Attention:
                Loan Closers
              Telephone:212-325-9041
              Facsimile:
                212-538-9120
              
              Secondary
                Contact
              Credit
                Suisse, Cayman Islands Branch
              One
                Madison Avenue
              New
                York, NY 10010
              Attention:
                Hazel Leslie
              Telephone:
                212-325-9049
              Facsimile:
                212-538-3477
            
            Primary
                Contact
              Credit
                Suisse, Cayman Islands Branch
              One
                Madison Avenue
              New
                York, NY 10010
              Attention:Loan
                Closers
              Telephone:212-325-9041
              Facsimile:
                212-538-9120
              
              Secondary
                Contact
              Credit
                Suisse, Cayman Islands Branch
              One
                Madison Avenue
              New
                York, NY 10010
              Attention:
                Hazel Leslie
              Telephone:
                212-325-9049
              Facsimile:
                212-538-3477Macquarie
                Finance Americas Inc.
            
            Macquarie
                Group Limited
              Level
                5, 9 Hunter Street
              Sydney
                NSW 2000
              Australia
              Attention:
                Emma Quigley
              Telephone:
                +61 2 8232 7921
              Facsimile:
                +61 2 8232 3569
            
            Macquarie
                Group Limited
              Level
                5, 9 Hunter Street
              Sydney
                NSW 2000
              Australia
              Attention:
                Emma Quigley
              Telephone:
                +61 2 8232 7921
              Facsimile:
                +61 2 8232 3569









WestLB
                AG, New York Branch
            Primary
                Contact
              WestLB
                AG, New York Branch
              1211
                Avenue of the Americas
              New
                York, NY 10036
              Attention:Natividad
                Taduran
              Telephone:212-597-1319
              Facsimile:212-302-7946
              
              Secondary
                Contact
              WestLB
                AG, New York Branch
              1211
                Avenue of the Americas
              New
                York, NY 10036
              Attention:James
                Broadus
              Telephone:212-597-1426
              Facsimile:212-302-7946
            Primary
                Contact
              WestLB
                AG, New York Branch
              1211
                Avenue of the Americas
              New
                York, NY 10036
              Attention:Natividad
                Taduran
              Telephone:212-597-1319
              Facsimile:212-302-7946
              
              Secondary
                Contact
              WestLB
                AG, New York Branch
              1211
                Avenue of the Americas
              New
                York, NY 10036
              Attention:James
                Broadus
              Telephone:212-597-1426
              Facsimile:212-302-7946Wachovia
                Bank, National Association
            Wachovia
                Bank, National Association
              1525
                W. W.T. Harris Blvd., 3A2
              Mailcode
                NC0680
              Charlotte,
                NC 28288
              Attention:
                Vincent Massey
              Telephone:
                704-590-3321
              Facsimile:
                704-715-0094
            Wachovia
                Bank, National Association
              1525
                W. W.T. Harris Blvd., 3A2
              Mailcode
                NC0680
              Charlotte,
                NC 28288
              Attention:
                Vincent Massey
              Telephone:
                704-590-3321
              Facsimile:
                704-715-0094




2




**SCHEDULE
      4.2**




**Consents**




1.
            Consent
                of Macquarie Infrastructure Company Inc. to the pledge of its interest
                as
                sole member of Macquarie District Energy Holdings LLC, pursuant to
                the
                unanimous written consent of the Board of Directors of Macquarie
                Infrastructure Company Inc. dated October 19, 2005, as required under
                the
                Amended and Restated Limited Liability Company Agreement of Macquarie
                District Energy Holdings LLC dated February 2,
                2004.




2.
            Form
                8-K is required to be filed with the Securities and Exchange Commission
                with respect to the Agreement and the transactions contemplated thereby
                immediately following the Effective Date.









**SCHEDULE
      4.3**




**Ownership**




**Owner**
            
            **Name of
                Subsidiary**
            
            **Jurisdiction of
                Organization/**
              **Formation**
            
            **Number of
                Shares or Membership/**
              **Ownership
                Interests Authorized (as applicable)**
            
            **Number of
                Shares or Membership/**
              **Ownership
                Interests**
              **Outstanding
                (as applicable)**
            
            **Number and Percentage
                of Outstanding Shares or Membership Interests
                Owned Directly by the Borrower or Holdings
                (as applicable)**
            
            **Number of
                Shares Covered by All Outstanding Options, Warrants, Rights
                of Conversion or Purchase as of
                the Date Hereof (as applicable)**Macquarie
              Infrastructure
              Company
                LLC
            
            Macquarie
                Infrastructure Company Inc.
            
            Delaware
            
            100
            
            100
            
            100 shares / 100%
            
            0Macquarie
              Infrastructure
              Company
                LLC
            
            Macquarie
                Yorkshire LLC
            
            Delaware
            
            None
            
            None
            
            100%
            
            0Macquarie
              Infrastructure
              Company
                LLC
            
            South
                East Water LLC
            
            Delaware
            
            None
            
            None
            
            100%
            
            0Macquarie
              Infrastructure
              Company
                LLC
            
            Communications
                Infrastructure LLC
            
            Delaware
            
            None
            
            None
            
            100%
            
            0Macquarie
              Infrastructure
              Company
                Inc.
            
            Macquarie
                Americas Parking Corporation
            
            Delaware
            
            1000
            
            100
            
            100
                shares / 100%
            
            0Macquarie
              Infrastructure
              Company
                Inc.
            
            Macquarie
                District Energy Holdings LLC
            
            Delaware
            
            None
            
            None
            
            100%
            
            0Macquarie
              Infrastructure
              Company
                Inc.
            
            Atlantic
                Aviation FBO Holdings LLC
            
            Delaware
            
            None
            
            None
            
            100%
            
            0Macquarie
              Infrastructure
              Company
                Inc.
            
            Macquarie
                Gas Holdings LLC
            
            Delaware
            
            None
            
            None
            
            100%
            
            0Macquarie
              Infrastructure
              Company
                Inc.
            
            Macquarie
                Terminal Holdings LLC
            
            Delaware
            
            None
            
            None
            
            100%
            
            0




SCHEDULE
        4.3 to the Second Amended and Restated Credit Agreement







**Agreements
      or understandings to which Holdings or the Borrower is a party with respect
      to
      the voting, sale or transfer of any shares of Stock of the Borrower or any
      agreement to which Holdings or the Borrower is a party restricting the transfer
      or hypothecation of any such shares** **:**





Section
      10.1 (b)(i) of the Management Services Agreement.


SCHEDULE
        4.3 to the Second Amended and Restated Credit Agreement




**SCHEDULE
      4.7**




**Litigation**




None.


SCHEDULE
        4.7 to the Second Amended and Restated Credit Agreement


****EXHIBIT
      A****


**TO**
 **CREDIT
        AGREEMENT**
  **FORM
        OF ASSIGNMENT AND ACCEPTANCE**


****ASSIGNMENT
      AND ACCEPTANCE**** dated
      as
      of _________
      __, ____between [NAME
      OF
      ASSIGNOR] (the
“ *Assignor* ”)
      and [NAME
      OF
      ASSIGNEE]  (the
      “ *Assignee* ”).




Reference
      is made to the Second Amended and Restated Credit Agreement, dated as of
      February 13, 2008 (as the same may be amended, restated, supplemented or
      otherwise modified from time to time, the “ *Credit
      Agreement* ”),
      among
      Macquarie Infrastructure Company Inc., a Delaware corporation (doing business
      in
      New York as Macquarie Infrastructure Company (US)) (the “ *Borrower* ”),
      Macquarie Infrastructure Company LLC, a Delaware limited liability company
      (“ *Holdings* ”),
      the
      Lenders and Issuers party thereto and Citicorp North America, Inc., as agent
      for
      the Lenders and Issuers (in such capacity, the “ *Administrative
      Agent* ”).
      Capitalized terms used herein and not otherwise defined herein are used herein
      as defined in the Credit Agreement.




The
      Assignor and the Assignee hereby agree as follows:




1.
            As
                of the Effective Date (as defined below), the Assignor hereby sells
                and
                assigns to the Assignee, and the Assignee hereby purchases and assumes
                from the Assignor, all of the Assignor’s rights and obligations under the
                Credit Agreement to the extent related to the amounts and percentages
                specified on*Section 1*of*Schedule I*hereto.




2.
            The
                Assignor (a) represents and warrants that (i) it is the legal and
                beneficial owner of the interest being assigned by it hereunder and
                that
                such interest is free and clear of any adverse claim and (ii) it
                has full
                power and authority, and has taken all actions necessary, to execute
                and
                deliver this Assignment and Acceptance and to consummate the transactions
                contemplated hereby, (b) makes no representation or warranty and
                assumes no responsibility with respect to any statements, warranties
                or
                representations made in or in connection with the Credit Agreement
                or any
                other Loan Document or any other instrument or document furnished
                pursuant
                thereto or the execution, legality, validity, enforceability, genuineness,
                sufficiency or value of the Credit Agreement or any other Loan Document,
                any other instrument or document furnished pursuant thereto or any
                collateral thereunder, (c) makes no representation or warranty and
                assumes no responsibility with respect to the financial condition
                of the
                Borrower or any other Loan Party or the performance or observance
                by the
                Borrower or any other Loan Party of any of its obligations under
                the
                Credit Agreement or any other Loan Document or any other instrument
                or
                document furnished pursuant thereto, (d) confirms that it has provided
                to
                the Assignee a true and complete copy of the Collateral Letter and
                each
                other agreement or document executed from time to time pursuant to
                the
                Collateral Letter and (e) attaches the Note, if any, held by the
                Assignor and requests that the Administrative Agent exchange such
                Note for
                a new Note in accordance with*Section 11.2(d)
                (Assignments and Participations)*of
                the Credit Agreement.




A-1


ASSIGNMENT
      AND ACCEPTANCE


FROM
          [NAME OF ASSIGNOR] TO [NAME OF ASSIGNEE]


3.
            The
                Assignee (a) agrees that it will, independently and without reliance
                upon the Administrative Agent, the Assignor or any other Lender and
                based
                on such documents and information as it shall deem appropriate at
                the
                time, continue to make its own credit decisions in taking or not
                taking
                action under the Credit Agreement, (b) appoints and authorizes the
                Administrative Agent to take such action as agent on its behalf and
                to
                exercise such powers under the Credit Agreement and the other Loan
                Documents as are delegated to the Administrative Agent by the terms
                thereof, together with such powers as are reasonably incidental thereto,
                (c) agrees that it will perform in accordance with their terms all of
                the obligations that, by the terms of the Credit Agreement, are required
                to be performed by it as a Lender, (d) represents and warrants that
                it (i) is an Eligible Assignee, (ii) has full power and authority,
                and has
                taken all actions necessary, to execute and deliver this Assignment
                and
                Acceptance and to consummate the transactions contemplated hereby,
                and
                (iii) is a Comparable Financial Institution, (e) confirms that it has
                received from the Assignor a copy of the Collateral Letter and each
                other
                agreement or document executed from time to time pursuant to the
                Collateral Letter and, to the extent applicable, agrees to be bound
                by the
                terms thereof applicable to the Lenders as though it were a party
                thereto,
                (f) confirms it has received such documents and information as it
                has
                deemed appropriate to make its own credit analysis and decision to
                enter
                into this Assignment and Acceptance, (g) specifies as its Domestic
                Lending Office (and address for notices) and Eurodollar Lending Office
                the
                offices set forth beneath its name on the signature pages hereof
                and
                (h) attaches two properly completed Forms W-8BEN, W-8ECI or successor
                or form prescribed by the Internal Revenue Service of the United
                States,
                certifying that such Assignee is entitled to receive all payments
                under
                the Credit Agreement and the Notes payable to it without deduction
                or
                withholding of any United States federal income
                taxes.







4.
            Following
                the execution of this Assignment and Acceptance by the Assignor and
                the
                Assignee, it will be delivered to the Administrative Agent (together
                with
                an assignment fee in the amount of $3,500 payable by the Assignee
                to the
                Administrative Agent if required pursuant to*Section 11.2(b)
                (Assignments and Participations)*)
                for acceptance and recording by the Administrative Agent. The effective
                date of this Assignment and Acceptance shall be the effective date
                specified in*Section 2*of*Schedule I*hereto
                (the “*Effective
                Date*”).




5.
            Upon
                such acceptance and recording by the Administrative Agent, then,
                as of the
                Effective Date, (a) the Assignee shall be a party to the Credit
                Agreement and, to the extent provided in this Assignment and Acceptance,
                have the rights and obligations under the Credit Agreement of a Lender
                and, if such Lender were an Issuer, of such Issuer and (b) the
                Assignor shall, to the extent provided in this Assignment and Acceptance,
                relinquish its rights (except those surviving the payment in full
                of the
                Obligations) and be released from its obligations under the Loan
                Documents
                other than those relating to events or circumstances occurring prior
                to
                the Effective Date.




6.
            Upon
                such acceptance and recording by the Administrative Agent, from and
                after
                the Effective Date, the Administrative Agent shall make all payments
                under
                the Loan Documents in respect of the interest assigned hereby (a) to
                the Assignee, in the case of amounts accrued with respect to any
                period on
                or after the Effective Date, and (b) to the Assignor, in the case of
                amounts accrued with respect to any period prior to the Effective
                Date.




7.
            This
                Assignment and Acceptance shall be governed by, and be construed
                and
                interpreted in accordance with, the law of the State of New
                York.




8.
            This
                Assignment and Acceptance may be executed in any number of counterparts
                and by different parties on separate counterparts, each of which
                when so
                executed shall be deemed to be an original and all of which taken
                together
                shall constitute but one and the same agreement. Delivery of an executed
                counterpart of this Assignment and Acceptance by telecopier shall
                be
                effective as delivery of a manually executed counterpart of this
                Assignment and Acceptance. Delivery of an executed counterpart hereof
                by
                telecopy shall be effective as delivery of a manually executed
                counterpart.






A-2


ASSIGNMENT
          AND ACCEPTANCE
 FROM
          [NAME OF ASSIGNOR] TO [NAME OF ASSIGNEE]
   [SIGNATURE
          PAGES FOLLOW]


A-3


IN
      WITNESS WHEREOF, the parties hereto have caused this Assignment and
      Acceptance to be executed by their respective officers thereunto duly
      authorized, as of the date first above written.


[NAME
                  OF ASSIGNOR],*as
                Assignor*By:Name:Title:


[NAME
                  OF ASSIGNEE]*as
                Assignee*By:Name:Title:Domestic
                  Lending Office (andaddress
                  for notices):[Insert
                  Address (including contact name, fax number and
                e-mail
                  address)]Eurodollar
                Lending Office:[Insert
                  Address (including contact name, fax number and
                e-mail
                  address)]




[SIGNATURE
          PAGE FOR ASSIGNMENT AND ACCEPTANCE FOR MACQUARIE INFRASTRUCTURE COMPANY
          INC.
 (D/B/A
          MACQUARIE INFRASTRUCTURE COMPANY (US)) CREDIT AGREEMENT]







ACCEPTED
        AND AGREED
 this
        __
        day of ______ _____:





CITICORP
        NORTH AMERICA, INC.,
 *as
      Administrative Agent*


By:Name:Title:




MACQUARIE
        INFRASTRUCTURE COMPANY INC.
 (D/B/A
        MACQUARIE INFRASTRUCTURE COMPANY (US))


as *Borrower*




By:Name:Title:





[SIGNATURE
          PAGE FOR ASSIGNMENT AND ACCEPTANCE FOR MACQUARIE INFRASTRUCTURE COMPANY
          INC.
 (D/B/A
          MACQUARIE INFRASTRUCTURE COMPANY (US)) CREDIT AGREEMENT]







**SCHEDULE
        I**
 **TO**
 **ASSIGNMENT
        AND ACCEPTANCE**
  **SECTION
        1.**


**Assignor’s
                Commitment Prior to the Effective Date:**Assignor’s
                Ratable Portion of Facility Prior to the Effective Date:
            
            
            _____________
            %Amount
                of Assignor’s Commitment Prior to the Effective Date:
            
            $
            ____________Amount
                of Assignor’s Outstandings Prior to the Effective Date:
            
            $
            ____________**Amounts
                Assigned**:Amount
                of Commitment assigned to Assignee:
            
            $
            ____________Amount
                of Outstandings assigned to Assignee:
            
            $
            ____________**Assignor’s
                Commitment as of the Effective Date (after giving effect to the
                assignments contemplated hereby):**Amount
                of Assignor’s Commitment as of the Effective Date:
            
            $
            ____________Amount
                of Assignor’s Outstandings as of the Effective Date:
            
            $
            ____________**Assignee’s
                Commitment Prior to the Effective Date:**Assignee’s
                Ratable Portion of Facility Prior to the Effective Date:
            
            
            _____________
            %Amount
                of Assignee’s Commitment Prior to the Effective Date:
            
            $
            ____________Amount
                of Assignee’s Outstandings Prior to the Effective Date:
            
            $
            ____________**Assignee’s
                Commitment as of the Effective Date (after giving effect to the
                assignments contemplated hereby):**Amount
                of Assignee’s Commitment as of the Effective Date:
            
            $
            ____________Amount
                of Assignee’s Outstandings as of the Effective Date:
            
            $
            ____________**SECTION
                  2.**Effective
                Date:
            
            
            _________, ____










**EXHIBIT
        B**
 **TO**
 **CREDIT
        AGREEMENT**
  **FORM
        OF NOTE**


Lender:
                [NAME
                OF LENDER]
            New
                York, New YorkPrincipal
                Amount: [$_______]
            __________
                __, ____




FOR
      VALUE
      RECEIVED, the undersigned, MACQUARIE
      INFRASTRUCTURE COMPANY INC., a Delaware corporation (doing business in
      New York as Macquarie Infrastructure Company (US)) (the “ *Borrower* ”),
      hereby promises to pay to the order of the Lender set forth above (the
“ *Lender* ”)
      the
      Principal Amount set forth above, or, if less, the aggregate unpaid principal
      amount of all Loans (as defined in the Credit Agreement referred to below)
      of
      the Lender to the Borrower, payable at such times, and in such amounts, as
      are
      specified in the Credit Agreement.




The
      Borrower promises to pay interest on the unpaid principal amount of the Loans
      from the date made until such principal amount is paid in full, at such interest
      rates, and payable at such times, as are specified in the Credit
      Agreement.




Both
      principal and interest are payable in Dollars to Citicorp North America, Inc.,
      as Administrative Agent, at 388 Greenwich Street, 19 th Floor,
      New York New York 10013, in immediately available funds.




This
      Note
      is one of the Notes referred to in, and is entitled to the benefits of, the
      Second Amended and Restated Credit Agreement, dated as of February 13, 2008
      (as
      the same may be amended, restated, supplemented or otherwise modified from
      time
      to time, the “ *Credit
      Agreement* ”),
      among
      the Borrower, Holdings, the Lenders and Issuers party thereto and Citicorp
      North
      America, Inc., as agent for the Lenders and Issuers. Capitalized terms used
      herein and not defined herein are used herein as defined in the Credit
      Agreement.




The
      Credit Agreement, among other things, (a) provides for the making of Loans
      by the Lender to the Borrower in an aggregate amount not to exceed at any time
      outstanding the Principal Amount set forth above, the indebtedness of the
      Borrower resulting from such Loans being evidenced by this Note and
      (b) contains provisions for acceleration of the maturity of the unpaid
      principal amount of this Note upon the happening of certain stated events and
      also for prepayments on account of the principal hereof prior to the maturity
      hereof upon the terms and conditions therein specified.




This
      Note
      is entitled to the benefits of the Guaranty and is secured as provided in the
      Collateral Documents.




Demand,
      diligence, presentment, protest and notice of non-payment and protest are hereby
      waived by the Borrower.




This
      Note
      shall be governed by, and construed and interpreted in accordance with, the
      law
      of the State of New York.





[SIGNATURE
        PAGE FOLLOWS]


B-1


IN
      WITNESS WHEREOF, the Borrower has caused this Note to be executed and
      delivered by its duly authorized officer as of the day and year and at the
      place
      set forth above.




MACQUARIE
                  INFRASTRUCTURE COMPANY INC.(D/B/A
                  MACQUARIE INFRASTRUCTURE
              COMPANY
                  (US))By:Name:Title:


[SIGNATURE
          PAGE TO PROMISSORY NOTE]







**EXHIBIT
        C**
 **TO**
 **CREDIT
        AGREEMENT**
  **FORM
        OF NOTICE OF BORROWING**
   CITICORP
        NORTH AMERICA, INC.,


as
      Administrative Agent under the


Credit
      Agreement referred to below


388
      Greenwich Street


19 th Floor,
      New York, New York 10013 _________
      __, ____




Attention:




Re:
            MACQUARIE
                INFRASTRUCTURE COMPANY INC. (D/B/A MACQUARIE INFRASTRUCTURE COMPANY
                (US))
                (THE “*BORROWER*”)




Reference
      is made to the Second Amended and Restated Credit Agreement, dated as of
      February 13, 2008 (as the same may be amended, restated, supplemented or
      otherwise modified from time to time, the “ *Credit
      Agreement* ”),
      among
      the Borrower, Holdings, the Lenders and Issuers party thereto and Citicorp
      North
      America, Inc., as agent for the Lenders and Issuers. Capitalized terms used
      herein and not otherwise defined herein are used herein as defined in the Credit
      Agreement.




The
      Borrower hereby gives you notice, irrevocably, pursuant to *Section 2.2
      (Borrowing Procedures)* of the
      Credit Agreement that the undersigned hereby requests a Borrowing of Loans
      under
      the Credit Agreement and, in that connection, sets forth below the information
      relating to such Borrowing (the “ *Proposed
      Borrowing* ”)
      as
      required by *Section
      2.2 (Borrowing Procedures)* of the
      Credit Agreement:




(a)  The
      date
      of the Proposed Borrowing is __________, ____ (the “ *Funding
      Date* ”).




(b)  The
      aggregate amount of the Borrowing is $  ,
      of
      which amount [$  consists
      of Base Rate Loans] [and $  consists
      of Eurodollar Rate Loans having an initial Interest Period of [one] [two]
      [three] [six] month[s].




C-1




The
      undersigned hereby certifies that the following statements are true on the
      date
      hereof and shall be true on the Funding Date both before and after giving effect
      to the Proposed Borrowing and to the application of the proceeds
      therefrom:




(a)  the
      representations and warranties set forth in *Article IV
      (Representations and Warranties)* of the
      Credit Agreement and the other Loan Documents are true and correct [in all
      material respects] 1  on and
      as of the Funding Date with the same effect as though made on and as of such
      date, except to the extent such representations and warranties expressly relate
      to an earlier date, in which case such representations and warranties shall
      have
      been true and correct as of such date;




(b)  no
      Default or Event of Default has occurred and is continuing on the Funding Date;




(c)   [the
      utilized amount of the Working Capital Sublimit shall be $______;] 2  and





1 Insert
          for any Proposed Borrowing after the Closing Date
 2 Insert
          if
          Loans are being made for general corporate purposes.


[SIGNATURE
        PAGE TO NOTICE OF BORROWING]









(d)  [In
      the
      event that any Asset Sale (other than any Excluded Asset Sale), Debt Issuance
      (other than any Excluded Debt Issuance) or Subsidiary Default Event shall have
      occurred during Fiscal Quarter in which such Proposed Borrowing is being made,
      the Leverage Ratio for the most recently ended Measurement Period, determined
      on
      a pro forma basis after giving effect to such Proposed Borrowing and such Asset
      Sale, Debt Issuance or Subsidiary Default Event, as the case may be (and
      calculated as if such Asset Sale, Debt Issuance or Subsidiary Default Event
      occurred on the last day of the most recently ended Measurement Period), shall
      not be more than the applicable maximum ratio set forth in *Section
      5.1 (Maximum Leverage Ratio)* of
      the
      Credit Agreement.] 3




MACQUARIE
                  INFRASTRUCTURE COMPANY INC.(D/B/A
                  MACQUARIE INFRASTRUCTURE
              COMPANY
                  (US))By:Name:Title:By:Name:Title:







3 Insert
          if any Asset Sale (other than any Excluded Asset Sale) or Debt Issuance
          (other
          than any Excluded Debt Issuance) or Subsidiary Default Event shall have
          occurred
          during the Fiscal Quarter during which the Proposed Borrowing is being
          made.
 [SIGNATURE
          PAGE TO NOTICE OF BORROWING]




**EXHIBIT
        D**
 **TO**
 **CREDIT
        AGREEMENT**
  **FORM
        OF LETTER OF CREDIT REQUEST**


[NAME
        OF
        ISSUER], as an
        Issuer


under
      the
      Credit Agreement referred to below




CITICORP
      NORTH AMERICA, INC.,


as
      Administrative Agent under the


Credit
      Agreement referred to below


388
      Greenwich Street


19 th Floor,
      New York, New York 10013 _________
      __, ____




Attention:




Re:  Macquarie
      Infrastructure Company Inc.(d/b/a Macquarie Infrastructure Company (US))(the
      “*Borrower*”)




Reference
      is made to the Second Amended and Restated Credit Agreement, dated as of
      February 13, 2008 (as the same may be amended, restated, supplemented or
      otherwise modified from time to time, the “ *Credit*  *Agreement* ”),
      among
      the Borrower, Holdings, the Lenders and Issuers party thereto and Citicorp
      North
      America, Inc., as agent for the Lenders and Issuers. Capitalized terms used
      herein and not otherwise defined in this Letter of Credit Request are used
      herein as defined in the Credit Agreement.




The
      Borrower hereby gives you notice, irrevocably, pursuant to *Section 2.3(c)
      (Letters of Credit)* of the
      Credit Agreement that the undersigned requests the issuance of a Letter of
      Credit by [Name of Issuer] in the form of a [standby] [documentary] letter
      of
      credit for the benefit of [Name of Beneficiary], in the amount of $________,
      to
      be issued on ________, ____ (the “ *Issue
      Date* ”)
      and
      having an expiration date of _________, ____.




The
      form
      of the requested Letter of Credit is attached hereto.




The
      undersigned hereby certifies that the following statements are true on the
      date
      hereof and shall be true on the Issue Date both before and after giving effect
      thereto:




(a)  the
      representations and warranties set forth in *Article IV
      (Representations and Warranties)* of the
      Credit Agreement and the other Loan Documents are true and correct [in all
      material respects] 1 on and
      as of the Issue Date with the same effect as though made on and as of such
      date,
      except to the extent such representations and warranties expressly relate to
      an
      earlier date, in which case such representations and warranties shall have
      been
      true and correct as of such date;




(b)  no
      Default or Event of Default has occurred and is continuing on the Issue Date;
      and





1Insert
      for any requested Issuance after the Closing Date.




D-1




(c)  [In
      the
      event that any Asset Sale (other than any Excluded Asset Sale), Debt Issuance
      (other than any Excluded Debt Issuance) or Subsidiary Default Event shall have
      occurred during the Fiscal Quarter in which such Letter of Credit is being
      Issued, the Leverage Ratio for the most recently ended Measurement Period,
      determined on a pro forma basis after giving effect to such Letter of Credit,
      and such Asset Sale, Debt Issuance or Subsidiary Default Event, as the case
      may
      be (and calculated as if such Asset Sale, Debt Issuance or Subsidiary Default
      Event occurred on the last day of the most recently ended Measurement Period),
      shall not be more than the maximum amount permitted therefor under *Section
      5.1 (Maximum Leverage Ratio)* of
      the
      Credit Agreement.] 2





MACQUARIE
                  INFRASTRUCTURE COMPANY INC.(D/B/A
                  MACQUARIE INFRASTRUCTURE COMPANY (US))By:Name:Title:By:Name:Title:





2 Insert
          if any Asset Sale (other than any Excluded Asset Sale) or Debt Issuance
          (other
          than any Excluded Debt Issuance) or Subsidiary Default Event shall have
          occurred
          during the Fiscal Quarter during which the requested Letter of Credit is
          being
          Issued.
 [SIGNATURE
              PAGE TO LETTER OF CREDIT REQUEST]




**EXHIBIT
        E**
 **TO**
 **CREDIT
        AGREEMENT**
  **FORM
        OF NOTICE OF CONVERSION OR CONTINUATION**


CITICORP
                  NORTH AMERICA, INC.,as
                Administrative Agent under theCredit
                Agreement referred to below388
                Greenwich Street19th
                Floor, New York New York 10013
            _________
                __, ____







Attention:




Re:
            Macquarie
                Infrastructure Company Inc.(d/b/a Macquarie Infrastructure Company (US))(the
                “*Borrower*”)




Reference
      is made to the Second Amended and Restated Credit Agreement, dated as of
      February 13, 2008 (as the same may be amended, restated, supplemented or
      otherwise modified from time to time, the “ *Credit
      Agreement* ”),
      among
      the Borrower, Holdings, the Lenders and Issuers party thereto and Citicorp
      North
      America, Inc., as agent for the Lenders and Issuers. Capitalized terms used
      herein and not otherwise defined herein are used herein as defined in the Credit
      Agreement.




The
      Borrower hereby gives you notice, irrevocably, pursuant to *Section 2.10
      (Conversion/Continuation Option)* of
      the
      Credit Agreement that the undersigned hereby requests a
      [conversion] [continuation] on ________, ____ of $____________ in principal
      amount of presently outstanding Loans that are [Base Rate
      Loans] [Eurodollar Rate Loans] having an Interest Period ending on
      ________, ____ [to] [as] [Base Rate][Eurodollar Rate] Loans. [The
      Interest Period for such amount requested to be converted to or continued as
      Eurodollar Rate Loans is [[one] [two] [three] [six] month[s]].




In
      connection herewith, the undersigned hereby certifies that no Default or Event
      of Default has occurred and is continuing on the date hereof.




MACQUARIE
                INFRASTRUCTURE COMPANY INC.(D/B/A
                  MACQUARIE INFRASTRUCTURE
              COMPANY
                  (US))By:Name:Title:





E-1